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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. ________________________________ AMSA, INC. d/b/a VERSACART SYSTEMS, INC., a Colorado corporation, Plaintiff, v. THE PEGGS COMPANY, INC., a California corporation, and DOES 1 through 10, inclusive, Defendants.

COMPLAINT AND JURY DEMAND

Plaintiff AMSA, Inc. d/b/a Versacart Systems, Inc. (hereinafter "Plaintiff" or "Versacart Systems"), by and through its undersigned counsel, for its Complaint against Defendants The Peggs Company, Inc. ("Peggs") and Does 1 through 10, states as follows: JURISDICTION 1. This action arises under the patent laws of the United States, 35 U.S.C. 101 et

seq., for unfair competition arising under the Lanham Act, 15 U.S.C. 1125(a), and for violation of state and common law. The Court has original subject matter jurisdiction over this case and the parties pursuant to 28 U.S.C. 1331, 1338(a), and 15 U.S.C. 1221 and supplemental jurisdiction under 28 U.S.C. 1367(a).

2.

The Court has personal jurisdiction over all Defendants as Defendants conduct

business in this District and sell their infringing products in this District, and as Versacart Systems' claims arise from tortious acts occurring in this District. VENUE 3. Venue is proper in the United States District Court for the District of Colorado

pursuant to 28 U.S.C. 1391 and 1400(b). THE PARTIES 4. Plaintiff Versacart Systems is, and at all relevant times herein was, a corporation

duly organized and existing under the laws of the state of Colorado, having a principal place of business at 4720 Walnut Street, Suite 105, Boulder, Colorado 80301. Plaintiff designs, imports, exports, and distributes shopping carts and ancillary items through multiple channels throughout the United States of America. 5. Ivor Michel Walter is, and at all relevant times herein was, the inventor of the

"Cart," protected by U.S. Design Patent No. D644,809, which issued on September 6, 2011 (the "'809 Patent"). Mr. Walter has duly assigned the '809 Patent to Versacart Systems. 6. Mr. Walter is, and at all relevant times herein was, the inventor of the "Cart",

protected by U.S. Design Patent No. D648,914, which issued on November 15, 2011 (the "'914 Patent"). Mr. Walter has duly assigned the '914 Patent to Versacart Systems. 7. Mr. Walter is, and at all relevant times herein was, the inventor of the "Set Of

Cart Baskets", protected by U.S. Design Patent No. D656,288, which issued on March 20, 2012 (the "'288 Patent"). Mr. Walter has duly assigned the '288 Patent to Versacart Systems.

8.

Mr. Walter is, and at all relevant times herein was, the inventor of the "Set Of

Cart Baskets", protected by U.S. Design Patent No. D656,700, which issued on March 27, 2012 (the "'700 Patent"). Mr. Walter has duly assigned the '700 Patent to Versacart Systems. 9. Mr. Walter is, and at all relevant times herein was, the inventor of the "Combined

Child Seat And Retention Flap For Use With A Cart", protected by U.S. Design Patent No. D660,542, which issued on May 22, 2012 (the "'542 Patent"). Mr. Walter has duly assigned the '542 Patent to Versacart Systems. 10. Mr. Walter is, and at all relevant times herein was, the inventor of the "Set Of

Cart Baskets", protected by U.S. Design Patent No. D663,091, which issued on July 3, 2012 (the "'091 Patent"). Mr. Walter has duly assigned the '091 Patent to Versacart Systems. 11. Mr. Walter is, and at all relevant times herein was, the inventor of the "Child Seat

For Use With A Shopping Cart", protected by U.S. Design Patent No. D680,704, which issued on April 23, 2013 (the "'704 Patent"). Mr. Walter has duly assigned the '704 Patent to Versacart Systems. 12. Upon information and belief, Defendant Peggs is, and at all relevant times herein

was, a corporation duly organized and existing under the laws of the state of California with a principal place of business located at 4851 Felspar Street, Riverside, CA 92509. Peggs conducts business in this District and has sold and presently sells infringing products in this District. 13. Defendants, Does 1 through 10, inclusive, are named as Defendants herein under

fictitious names and capacities because their identities are presently unknown to Plaintiff. Each and every allegation of this Complaint which charges Defendants shall also charge Does 1 through 10, inclusive, and each of them.

14.

Does 1 through 10, inclusive, and each of them, at all times mentioned in this

Complaint, were agents and employees of the other co-defendants and in doing the things hereinafter alleged were acting within the course and scope of such agency and with the permission and consent of their co-defendants. 15. "Defendants". FACTUAL ALLEGATIONS The '809 Patent 16. Beginning in late 2010, Versacart Systems began to market and sell a novel cart, Peggs and Does 1 through 10 are hereinafter referred to collectively as

which is set forth and described in the '809 Patent, in the United States of America. 17. On December 1, 2010, Mr. Walter filed a United States Patent Application with

the United States Patent and Trademark Office ("USPTO") to protect the ornamental design of this cart, which was entitled "Cart". 18. Mr. Walter assigned the subject matter of the '809 Patent to Versacart Systems in

an Assignment dated November 30, 2010. The Assignment was recorded at the USPTO on December 1, 2010. 19. On September 6, 2011, the USPTO duly and legally issued to Ivor Michel Walter

U.S. Design Patent No. D644,809. A true copy of the '809 Patent is attached hereto as Exhibit A. 20. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '809 Patent, which is sold as Versacart Systems' "Express 6000C". The Express 6000C is made of steel using round and/or oval tubing and/or wire and molded plastic.

21.

Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '809 Patent. 22. Plaintiff has not licensed nor assigned any rights under the '809 Patent to

Defendants, nor to any agent of Defendants. 23. Pursuant to Versacart Systems' standard business practice of marking products,

the Express 6000C and/or packaging was marked with notice of "patent pending" beginning in or about December, 2010 after Versacart Systems filed the application that became the '809 Patent. 24. Upon information and belief, at least as early as July, 2013 and continuing

through the present, Defendant Peggs designed, manufactured, and sold its own versions of Plaintiff's novel cart as set forth and described in the '809 Patent. Defendant Peggs' cart is identical or at least substantially similar in design and shape to the cart depicted in the '809 Patent. True and correct photographs of Defendant Peggs' imitation of Plaintiff's novel cart are attached and incorporated herein as Exhibits O and S. 25. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel cart

was and is used, marketed, sold, and offered for sale by Defendants throughout the United States, including but not limited to within the state of Colorado. 26. Plaintiff is, and at all relevant times mentioned herein was, the lawful owner of

the valid and protectable trade dress associated with its novel cart, which includes features in the size, colors, texture, finish, and choice of material associated with the frame of Versacart Systems' Express 6000C, which is also sold with Plaintiff's other product offerings. The Express 6000C trade dress includes, by way of example, the composite image created by the Express

6000C, the frame made of steel, the use of round and/or oval tubing and/or wire, the use of molded plastic on portions of the frame, and the ornamental design of the novel cart. The '542 Patent 27. Beginning in late 2010, Versacart Systems began to market and sell a novel cart

having a combined child seat and retention flap, which is set forth and described in the '542 Patent, in the United States of America. 28. On December 14, 2010, Mr. Walter filed a United States Patent Application with

the USPTO to protect the ornamental design of this cart, which was entitled "Combined Child Seat And Retention Flap For Use With A Cart". 29. Mr. Walter assigned the subject matter of the '542 Patent to Versacart Systems in

an Assignment dated December 13, 2010. The Assignment was recorded at the USPTO on December 14, 2010. 30. On May 22, 2012, the USPTO duly and legally issued to Ivor Michel Walter U.S.

Design Patent No. D660,542. A true copy of the '542 Patent is attached hereto as Exhibit B. 31. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '542 Patent, which is sold in conjunction with Versacart Systems' Express 6000C and as a stand-alone product. 32. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '542 Patent. 33. Plaintiff has not licensed nor assigned any rights under the '542 Patent to

Defendants, nor to any agent of Defendants.

34.

Upon information and belief, at least as early as July 2013 and continuing through

the present, Defendant Peggs designed, manufactured, and sold its own versions of Plaintiff's novel cart having a combined child seat and retention flap as set forth and described in the '542 Patent. Defendant Peggs' cart is identical or at least substantially similar in design and shape to the cart depicted in the '542 Patent. True and correct photographs of Defendant Peggs' imitation of Plaintiff's novel cart having a combined child seat and retention flap are attached and incorporated herein as Exhibits O and S. 35. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel cart

having a combined child seat and retention flap was and is marketed, sold, and offered for sale by Defendants throughout the United States, including but not limited to within the state of Colorado. The '704 Patent 36. Beginning in late 2010, Versacart Systems began to market and sell a novel cart

having a child seat, which is set forth and described in the '704 Patent, in the United States of America. 37. On July 30, 2012, Mr. Walter filed a United States Patent Application with the

USPTO to protect the ornamental design of this cart, which was entitled "Child Seat For Use With A Shopping Cart". 38. Mr. Walter assigned the subject matter of the '704 Patent to Versacart Systems in

an Assignment dated December 13, 2010. The Assignment was recorded at the USPTO on July 30, 2012.

39.

On April 23, 2013, the USPTO duly and legally issued to Ivor Michel Walter U.S.

Design Patent No. D680,704. A true copy of the '704 Patent is attached hereto as Exhibit C. 40. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '704 Patent, which is sold in conjunction with Versacart Systems' Express 6000C and as a stand-alone product. 41. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '704 Patent. 42. Plaintiff has not licensed nor assigned any rights under the '704 Patent to

Defendants, nor to any agent of Defendants. 43. Upon information and belief, at least as early as July, 2013 and continuing

through the present, Defendant Peggs designed, manufactured, and sold its own versions of Plaintiff's novel cart having a child seat as set forth and described in the '704 Patent. Defendant Peggs' cart is identical or at least substantially similar in design and shape to the cart depicted in the '704 Patent. True and correct photographs of Defendant Peggs' imitation of Plaintiff's cart having a child seat are attached and incorporated herein as Exhibits O and S. 44. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel cart

having a child seat was and is marketed, sold, and offered for sale throughout the United States by Defendants, including but not limited to within the state of Colorado. The '914 Patent 45. Beginning in the middle of 2010, Versacart Systems began to market and sell a

novel cart, which is set forth and described in the '914 Patent, in the United States of America.

46.

On April 4, 2011, Mr. Walter filed a United States Patent Application with the

USPTO to protect the ornamental design of the novel cart, which was entitled "Cart". 47. On April 4, 2011, Mr. Walter assigned the '914 Patent to Versacart Systems. The

Assignment was recorded at the USPTO on April 4, 2011. 48. On November 15, 2011, the USPTO duly and legally issued to Ivor Michel

Walter U.S. Design Patent No. D648,914. A true copy of the '914 Patent is attached hereto as Exhibit D. 49. Mr. Walter was and continues to be the first and original inventor of the novel

cart, which is sold as Versacart Systems' "Express 85L". The Express 85L is made of steel using round and/or oval tubing and/or wire and molded plastic. 50. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '914 Patent. 51. Plaintiff has not licensed nor assigned any rights under the '914 Patent to

Defendants, nor to any agent of Defendants. 52. Pursuant to Versacart Systems' standard business practice of marking products,

the Express 85L and/or packaging was marked with notice of "patent pending" beginning in or about April, 2011, after Versacart Systems filed the application that became the '914 Patent. 53. Upon information and belief, at least as early as July, 2013 and continuing

through the present, Defendant Peggs designed, manufactured, and sold its own versions of Plaintiff's novel cart as set forth and described in the '914 Patent. Defendant Peggs' cart is identical or at least substantially similar in design and shape to the cart depicted in the '914

Patent. True and correct photographs of Defendant Peggs' imitation of Plaintiff's novel cart are attached and incorporated herein as Exhibits P and T. 54. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel cart

was and is marketed, sold, and offered for sale throughout the United States by Defendants, including but not limited to within the state of Colorado. 55. Plaintiff is, and at all relevant times mentioned herein was, the lawful owner of

the valid and protectable trade dress associated with its novel cart, which includes features in the size, colors, texture, finish, and choice of material associated with Versacart Systems' Express 85L, which is also sold with Plaintiff's other product offerings. The Express 85L trade dress includes, by way of example, the composite image created by the Express 85L, the frame made of steel, the use of round and/or oval tubing and/or wire, the use of molded plastic on portions of the frame, and the ornamental design of the novel cart. The '288 Patent 56. Beginning in the summer of 2010, Versacart Systems began to market and sell a

novel set of cart baskets, which is set forth and described in the '288 Patent, in the United States of America. 57. On March 23, 2011, Mr. Walter filed a United States Patent Application with the

USPTO to protect the ornamental design of the novel set of cart baskets, which was entitled "Set Of Cart Baskets". 58. On March 23, 2011, Mr. Walter assigned the '288 Patent to Versacart Systems.

The Assignment was recorded at the United States Patent and Trademark Office ("USPTO") on March 23, 2011.

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59.

On March 20, 2012, the USPTO duly and legally issued to Ivor Michel Walter

U.S. Design Patent No. D656,288. A true copy of the '288 Patent is attached hereto as Exhibit E. 60. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '288 Patent, which is sold as Versacart Systems' "Model TT-100-B-T". The Model TT-100-B-T is made of steel using round, oval, and/or wire tubing, and molded plastic. 61. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '288 Patent. 62. Plaintiff has not licensed nor assigned any rights under the '288 Patent to

Defendants, nor to any agent of Defendants. 63. Upon information and belief, at least as early as February, 2012, Defendant Peggs

designed, manufactured, and sold its own versions of Plaintiff's novel set of cart baskets as set forth and described in the '288 Patent. Defendant Peggs' set of cart baskets is identical or at least substantially similar in design and shape to the set of cart baskets depicted in the '288 Patent. A true and correct photograph of Defendant Peggs' imitation of Plaintiff's set of cart baskets is attached and incorporated herein as Exhibit H. 64. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel set of

cart baskets was and is used, marketed, sold, and offered for sale throughout the United States by Defendants, including but not limited to within the state of Colorado. 65. Plaintiff is, and at all relevant times mentioned herein was, the lawful owner of

the valid and protectable trade dress associated with its novel cart, which includes features in the size, colors, texture, finish, and choice of material, associated with Versacart Systems' Model TT-100-B-T. The Model TT-100-B-T trade dress includes, by way of example, the composite

11

image created by the Model TT-100-B-T, the baskets using molded plastic construction, and the ornamental design of the novel set of cart baskets. The '700 Patent 66. Beginning in the summer of 2011, Versacart Systems began to market and sell a

novel set of cart baskets, which is set forth and described in the '700 Patent, in the United States of America. 67. On March 24, 2011, Mr. Walter filed a United States Patent Application with the

USPTO to protect the ornamental design of the novel set of cart baskets, which was entitled "Set Of Cart Baskets". 68. On March 24, 2011, Mr. Walter assigned the '700 Patent to Versacart Systems.

The Assignment was recorded at the USPTO on March 24, 2011. 69. On March 27, 2012, the USPTO duly and legally issued to Ivor Michel Walter

U.S. Design Patent No. D656,700. A true copy of the '700 Patent is attached hereto as Exhibit F. 70. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '700 Patent, which is sold as Versacart Systems' Model TT-100-B-T. The Model TT-100-B-T is made of steel using round, oval, and/or wire tubing, and molded plastic. 71. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '700 Patent. 72. Plaintiff has not licensed nor assigned any rights under the '700 Patent to

Defendants, nor to any agent of Defendants. 73. Upon information and belief, at least as early as February, 2012, Defendant Peggs

designed, manufactured, and sold its own versions of Plaintiff's novel set of cart baskets as set

12

forth and described in the '700 Patent. Defendant Peggs' set of cart baskets is identical or at least substantially similar in design and shape to the set of cart baskets depicted in the '700 Patent. A true and correct photograph of Defendant Peggs' imitation of Plaintiff's set of cart baskets is attached and incorporated herein as Exhibit H. 74. Upon information and belief, Defendant Peggs' imitation of Plaintiff's novel set of

cart baskets was and is used, marketed, sold, and offered for sale throughout the United States by Defendants, including but not limited to within the state of Colorado. 75. Plaintiff is, and at all relevant times mentioned herein was, the lawful owner of

the valid and protectable trade dress associated with its novel set of cart baskets, which includes features in the size, colors, texture, finish, and choice of material, associated with Versacart Systems' Model TT-100-B-T. The Model TT-100-B-T trade dress includes, by way of example, the composite image created by the Model TT-100-B-T, the baskets using molded plastic construction, and the ornamental design of the set of cart baskets. The '091 Patent 76. Beginning in the Summer of 2011, Versacart Systems began to market and sell a

novel set of cart baskets, which is set forth and described in the '091 Patent, in the United States of America. 77. On March 19, 2012, Mr. Walter filed a United States Patent Application with the

USPTO to protect the ornamental design of the novel set of cart baskets, which was entitled "Set Of Cart Baskets".

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78.

Mr. Walter assigned the subject matter of the '091 Patent to Versacart Systems in

an Assignment dated March 19, 2012. The Assignment was recorded at the United States Patent and Trademark Office ("USPTO") on March 19, 2012. 79. On July 3, 2012, the USPTO duly and legally issued to Ivor Michel Walter U.S.

Design Patent No. D663,091. A true copy of the '091 Patent is attached hereto as Exhibit G. 80. Mr. Walter was and continues to be the first and original inventor of the invention

claimed in the '091 Patent, which is sold as Versacart System' Model TT-100-B-T. The Model TT-100-B-T is made of steel using round, oval, and/or wire tubing, and molded plastic. 81. Plaintiff is, and at all relevant times mentioned herein was, the lawful assignee of

the '091 Patent. 82. Plaintiff has not licensed nor assigned any rights under the '091 Patent to

Defendants, nor to any agent of Defendants. 83. Upon information and belief, at least as early as February, 2012, Defendant Peggs

designed, manufactured, and sold its own versions of Plaintiff's novel set of cart baskets as set forth and described in the '091 Patent. Defendant Peggs' set of cart baskets is identical or at least substantially similar in design and shape to the cart baskets depicted in the '091 Patent. A true and correct photograph of Defendant Peggs' imitation of Plaintiff's set of cart baskets is attached and incorporated herein as Exhibit H. 84. Upon information and belief, Defendant Peggs' imitation of Plaintiff's set of cart

baskets was and is used, marketed, sold, and offered for sale throughout the United States by Defendants, including but not limited to within the state of Colorado.

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85.

Plaintiff is, and at all relevant times mentioned herein was, the lawful owner of

the valid and protectable trade dress associated with its novel set of cart baskets, which includes features in the size, colors, texture, finish, and choice of material, associated with Versacart Systems' Model TT-100-B-T. The Model TT-100-B-T trade dress includes, by way of example, the composite image created by the Model TT-100-B-T, the baskets using molded plastic construction, and the ornamental design of the set of cart baskets. General Allegations 86. On or about April 20, 2011, Plaintiff and The TJX Companies ("TJX") entered

into a two year agreement for the sale and purchase of the Express 6000C and Express 85L carts after a proposal by Plaintiff was accepted by TJX. This relationship yielded over $9,000,000 in gross sales of Express 6000C and Express 85L carts by Plaintiff. 87. In or about February, 2012, Versacart Systems attended the 2012 Global Shop

Trade Show in Las Vegas, Nevada, and discovered a "Two Tier Plastic Cart" offered for sale at Booth #3425, sponsored by Defendant Peggs. A true and correct copy of a photograph taken of the Defendant's cart at the trade show is attached as Exhibit H. 88. On or about February 29, 2012, Versacart Systems, by and through counsel,

notified Defendant Peggs by priority mail letter transmission of Peggs' infringement of Versacart Systems' intellectual property rights (the "Notice Letter"). In the Notice Letter, Versacart

Systems asked Defendant Peggs to discontinue the sale and offer for sale of Versacart Systems' product designs and corresponding intellectual property. A true and correct copy of the Notice Letter and accompanying signature confirmation are attached hereto as Exhibit I and Exhibit J, respectively.

15

89.

On or about March 14, 2012, counsel for Defendant Peggs responded to the

Notice Letter requesting additional information from Plaintiff. A true and correct copy of this letter is attached as Exhibit K. 90. On or about March 20, 2012, Versacart Systems provided Defendant Peggs with a

copy of the '288 Patent, which matured from a patent application referenced in the Notice Letter. A true and correct copy of this communication is attached as Exhibit L. 91. On or about April 22, 2012, counsel for Defendant responded to the Notice Letter

indicating it would cease production and sales of its "Two Tier Plastic Cart". A true and correct copy of this letter is attached as Exhibit M. 92. Upon information and belief, the cart which was manufactured, sold, and/or

distributed by Defendant Peggs infringes on Plaintiff's patent rights, including the '288 Patent. 93. On or about August 23, 2012, TJX approached Plaintiff to provide a

manufacturing bid (the "Shopping Cart & Basket RFI") for the procurement of additional shopping carts to new and remodeled stores throughout the United States. 94. On or about September 18, 2012, Plaintiff submitted its bid for the Shopping Cart

& Basket RFI to TJX. 95. In a letter dated January 28, 2013, TJX informed Plaintiff that a purchasing

contract had been awarded to another supplier due to pricing and product lead time. A true and correct copy of this letter is attached as Exhibit N. 96. On or about October 18, 2013, Ms. Ginny Keaton, Manager of Major Accounts

and Sales Operations of Versacart Systems, was traveling in Lake Worth, Texas and discovered imitation shopping carts at TJX's Marshall's store that infringe on Versacart Systems' intellectual

16

property rights. True and correct copies of the photographs taken of the carts from the Marshall store are attached as Exhibits O and P. 97. On or about October 21, 2013, Mr. Mike Reynolds, General Manager of Versacart

Systems, telephoned Ms. Courtney Burke, Manager of Global Category Sourcing at TJX, and left a message requesting information about the infringing shopping carts discovered at the Marshall's store in Lake Worth, Texas. 98. On or about October 22, 2013, Mr. Reynolds sent Ms. Burke an email requesting

information about the infringing shopping carts and asking for contact information about the cart provider. A true and correct copy of this email is attached as Exhibit Q. 99. On or about October 25, 2013, Mr. Walter, President of Versacart Systems, sent a

follow-up letter to Ms. Burke requesting information about the infringing shopping carts discovered at the Marshall's store in Lake Worth, Texas. This letter specifically identified possible infringement of the '809 and '914 Patents and provided copies of the patents and photographs of the infringing shopping carts. A true and correct copy of this letter is attached as Exhibit R. 100. On or about November 8, 2013, Mr. Reynolds visited TJX's Marshall's store in

Colorado Springs, Colorado and discovered additional infringing shopping carts. True and correct copies of the photographs taken of the carts at this store are attached as Exhibits S and T. 101. On or about November 11, 2013, Ms. Colleen Henschke, TJX's in-house counsel,

verified by telephone voice mail that Peggs has provided shopping carts to TJX. Upon information and belief, the shopping carts discovered in both the Colorado and Texas Marshall's stores are manufactured by the same company.

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102.

Upon information and belief, Peggs is the supplier of the shopping carts

discovered in both Colorado and Texas. 103. Upon information and belief, Defendant Peggs manufactures, distributes, and sells

its own version of Plaintiff's patented products throughout the United States, including to TJX. 104. Upon information and belief, at least as early as July, 2013, Defendant Peggs has

been manufacturing, importing, selling and/or distributing products which infringe Plaintiff's intellectual property rights. 105. Upon information and belief, Defendants are manufacturing, importing, selling

and/or distributing infringing products in willful violation of Versacart Systems' intellectual property rights. 106. Upon information and belief, by manufacturing, importing, selling, and/or

distributing imitation products, including Defendant Pegg's version of Plaintiff's Express 6000C, Express 85L, and/or Model TT-100-B-T, Defendants are also infringing the trade dress associated with Plaintiff's Express 6000C, Express 85L, and/or Model TT-100-B-T, which is protected under Section 1125(a) of the Lanham Act. 107. Upon information and belief, Defendants are "passing off" Defendants' version of

Express 6000C, Express 85L, and/or Model TT-100-B-T shopping carts to third parties as the products that are marketed, sold, and offered for sale throughout the United States by Versacart Systems. 108. Upon information and belief, Defendants' infringing and confusingly similar trade

dress is likely to cause confusion with Plaintiff's trade dress associated with Plaintiff's Express

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6000C, Express 85L, and/or Model TT-100-B-T, and upon information and belief has caused confusion among actual consumers. 109. Upon information and belief, the trade dress associated with Plaintiff's Express

6000C, Express 85L, and/or Model TT-100-B-T has acquired secondary meaning. 110. The trade dress associated with Plaintiff's Express 6000C, Express 85L, and/or

Model TT-100-B-T is non-functional. 111. Upon information and belief, Defendants use of the same or confusingly similar

trade dress to the trade dress associated with Plaintiff's Express 6000C, Express 85L, and/or Model TT-100-B-T, raises a serious question of copying and intent to confuse both potential and actual consumers, which constitutes unfair competition. 112. Upon information and belief, the additional acts of Defendants complained of

herein further constitute unfair competition. FIRST CLAIM FOR RELIEF (Infringement of the '809 Patent Against All Defendants) 113. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 114. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '809 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 115. Upon information and belief, Defendants are inducing direct infringement of the

'809 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '809 Patent, in violation of 35 U.S.C. 271(b).

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116.

Upon information and belief, Defendants are contributing to direct infringement

of the '809 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '809 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '809 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 117. Defendants' actions of making, having made, importing, using or selling products

which infringe the '809 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 118. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 119. Defendants' infringement of the '809 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. SECOND CLAIM FOR RELIEF (Infringement of the '914 Patent Against All Defendants) 120. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 121. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '914 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States.

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122.

Upon information and belief, Defendants are inducing direct infringement of the

'914 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '914 Patent, in violation of 35 U.S.C. 271(b). 123. Upon information and belief, Defendants are contributing to direct infringement

of the '914 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '914 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '914 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 124. Defendants' actions of making, having made, importing, using or selling products

which infringe the '914 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 125. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 126. Defendants' infringement of the '914 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. THIRD CLAIM FOR RELIEF (Infringement of the '542 Patent Against All Defendants) 127. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 128. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '542 Patent by applying patented designs, or a colorable imitation thereof, to an

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article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 129. Upon information and belief, Defendants are inducing direct infringement of the

'542 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '542 Patent, in violation of 35 U.S.C. 271(b). 130. Upon information and belief, Defendants are contributing to direct infringement

of the '542 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '542 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '542 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 131. Defendants' actions of making, having made, importing, using or selling products

which infringe the '542 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 132. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 133. Defendants' infringement of the '542 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. FOURTH CLAIM FOR RELIEF (Infringement of the '704 Patent Against All Defendants) 134. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein.

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135.

Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '704 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 136. Upon information and belief, Defendants are inducing direct infringement of the

'704 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '704 Patent, in violation of 35 U.S.C. 271(b). 137. Upon information and belief, Defendants are contributing to direct infringement

of the '704 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '704 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '704 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 138. Defendants' actions of making, having made, importing, using or selling products

which infringe the '704 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 139. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 140. Defendants' infringement of the '704 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial.

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FIFTH CLAIM FOR RELIEF (Infringement of the '288 Patent Against All Defendants) 141. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 142. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '288 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 143. Upon information and belief, Defendants are inducing direct infringement of the

'288 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '288 Patent, in violation of 35 U.S.C. 271(b). 144. Upon information and belief, Defendants are contributing to direct infringement

of the '288 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '288 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '288 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 145. Defendants' actions of making, having made, importing, using or selling products

which infringe the '288 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 146. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy.

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147.

Defendants' infringement of the '288 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. SIXTH CLAIM FOR RELIEF (Infringement of the '700 Patent Against All Defendants) 148. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 149. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '700 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 150. Upon information and belief, Defendants are inducing direct infringement of the

'700 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '700 Patent, in violation of 35 U.S.C. 271(b). 151. Upon information and belief, Defendants are contributing to direct infringement

of the '700 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '700 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '700 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 152. Defendants' actions of making, having made, importing, using or selling products

which infringe the '700 Patent have been, and are, willful, deliberate and/or in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages.

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153.

Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 154. Defendants' infringement of the '700 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. SEVENTH CLAIM FOR RELIEF (Infringement of the '091 Patent Against All Defendants) 155. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 156. Defendants, and each of them, have infringed and continue to infringe the claims

of Plaintiff's '091 Patent by applying patented designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 157. Upon information and belief, Defendants are inducing direct infringement of the

'091 Patent by others by actively instructing, assisting, and/or encouraging others to practice one or more of the inventions claimed in the '091 Patent, in violation of 35 U.S.C. 271(b). 158. Upon information and belief, Defendants are contributing to direct infringement

of the '091 Patent by others by directing others to manufacture one or more components which constitute a material part of the invention defined by the claims of the '091 Patent, knowing the same to be especially made or especially adapted for use in an infringement of the '091 Patent, and which components are not staple articles or commodities of commerce suitable for substantial non-infringing use, in violation of 35 U.S.C. 271(c). 159. Defendants' actions of making, having made, importing, using or selling products

which infringe the '091 Patent have been, and are, willful, deliberate and/or in conscious

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disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. 285 and entitling Plaintiff to an award of its attorneys' fees and treble damages. 160. Unless restrained and enjoined, Defendants' acts of infringement as alleged above,

will cause Plaintiff irreparable injury, to which Plaintiff has no adequate remedy. 161. Defendants' infringement of the '091 Patent has caused damage to Plaintiff in an

amount to be ascertained at trial. EIGHTH CLAIM FOR RELIEF (Trade Dress Infringement Against All Defendants) 162. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 163. Defendants have infringed and continue to infringe the trade dress associated with

Plaintiff's Express 6000C, Express 85L, and/or Model TT-100-B-T shopping carts by applying their designs, or a colorable imitation thereof, to an article of manufacture, and thereafter using, selling or distributing said products within this District and elsewhere throughout the United States. 164. Upon information and belief, the designs of Defendants' products are substantially

the same to Plaintiff's trade dress, such as to cause confusion and deceive purchasers into purchasing one supposing it to be the other. 165. The acts of Defendants, as alleged herein, constitute unfair competition in

violation of Section 1125(a) of the Lanham Act. 166. Unless restrained and enjoined, Defendants' acts of infringement will cause

Plaintiff irreparable injury.

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167.

As a direct and proximate result of the aforesaid conduct, Plaintiff has sustained

damages in an amount to be proven at trial. 168. Plaintiff has incurred, and will continue to incur attorneys' fees and court costs

arising from the acts of Defendants as alleged herein. Plaintiff seeks the recovery of attorneys' fees and costs in this action. 169. Upon information and belief, the acts of Defendants were willful and malicious

and done with the intent to injure Plaintiff. Therefore, Plaintiff is entitled to recover, and hereby requests, exemplary and/or punitive damages from Defendants. 170. The wrongful acts of Defendants, as alleged herein, unless restrained and enjoined

by order of this Court, will cause irreparable harm to Plaintiff and its goodwill. Plaintiff has no adequate remedy at law for the injuries that have been, and will continue to be, sustained as a result of Defendants' conduct. NINTH CLAIM FOR RELIEF (Unfair Competition Against All Defendants) 171. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 172. The acts of Defendants, as alleged herein, constitute unfair competition in

violation of Section 1125(a) of the Lanham Act. 173. As a direct and proximate result of the aforesaid conduct, Plaintiff has sustained

damages in an amount to be proven at trial. 174. Plaintiff has incurred, and will continue to incur attorneys' fees and court costs

arising from the acts of Defendants as alleged herein. Plaintiff seeks the recovery of attorneys' fees and costs in this action.

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175.

Upon information and belief, the actions of the Defendants were willful and

malicious and done with the intent to injure Plaintiff. Therefore, Plaintiff is entitled to recover, and hereby requests, exemplary and/or punitive damages from Defendants. 176. The wrongful acts of Defendants, as alleged herein, unless restrained and enjoined

by order of this Court, will cause irreparable injury to Plaintiff and its goodwill. Plaintiff has no adequate remedy at law for the injuries that have been, and will continue to be, sustained as a result of Defendants' conduct. TENTH CLAIM FOR RELIEF (Accounting Against All Defendants) 177. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 178. Defendants have manufactured, imported, sold, used, and/or distributed products

which directly infringe on Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents and Plaintiff's trade dress. The infringement by Defendants has deprived Plaintiff of sales and/or royalties, which it otherwise would have made and resulted in the unjust enrichment of Defendants at the expense and to the detriment of Plaintiff. Defendants' actions have resulted in improper profits, revenues, and other financial gains to Defendants for which Plaintiff, in equity and good conscience, is rightfully entitled to reimbursement. 179. Plaintiff does not know the precise number of infringing products sold or the

amount of revenue and profits realized by Defendants, and each of them, which information is uniquely within the knowledge of Defendants. Plaintiff is, therefore, entitled to an accounting, at Defendants' expense, to determine the amount of profits Defendants have unjustly obtained by their acts of infringement.

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ELEVENTH CLAIM FOR RELIEF (For Constructive Trust Against All Defendants) 180. Plaintiff realleges and incorporates by reference each and every allegation

contained in the previous paragraphs, as though fully set forth herein. 181. All revenue and profits that Defendants have wrongfully and unjustly obtained as

a result of their acts of infringement are subject to an equitable lien and constructive trust for the benefit of Plaintiff. Plaintiff, therefore, requests that this Court impose a constructive trust on the proceeds of the sales of any infringing products, wrongfully in the hands of Defendants, and the portion thereof which are in the hands of others, whether or not Defendants herein, in order to preserve said proceeds for Plaintiff. PRAYER FOR RELIEF WHEREFORE, Plaintiff, prays for judgment as follows: On The First Through Seventh Claims for Relief 1. Declaring that Defendants have infringed Plaintiff's '809, '914, '542, '704, '288,

'700, and '091 Patents; 2. Issuing temporary and preliminary injunctions enjoining Defendants, their

officers, agents, subsidiaries, and employees, and those in privity with or that act in concert with any of the foregoing, from further activities that constitute infringement of Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents, pursuant to 35 U.S.C. 283; 3. For an award against Defendants, jointly and severally, for actual damages,

including lost profits and a reasonable royalty; 4. For an award of all gains, profits, and advantages derived by Defendants by their

infringement of Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents;

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5.

For enhanced statutory damages pursuant to 35 U.S.C. 284, together with costs

and pre- and post-judgment interest; 6. For injunctive relief in the form of a permanent injunction, enjoining Defendants

from manufacturing, importing, selling, marketing and/or distributing any products that infringe on Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents; 7. For an order requiring Defendants to deliver up to be impounded during the

pendency of this action all of the allegedly infringing products; 8. For an order requiring Defendants' remaining inventory of infringing products to

be delivered up to the custody of the Court for destruction; 9. 10. For reasonable attorneys' fees under 35 U.S.C. 285; For interest at the maximum legal rate on all damages from the date first incurred

until paid, if applicable; On The Eighth and Ninth Claims for Relief 11. For restitution of all revenue and profits from Defendants' unfair business

practices, including an award of damages available under 15 U.S.C. 1117, including for willful violation of 43(a); 12. 13. 14. For exemplary and/or punitive damages; For the recovery of attorneys' fees and costs; For injunctive relief in the form of a preliminary and permanent injunction

enjoining Defendants from engaging the future acts of consumer confusion and unfair or deceptive business practices;

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On The Tenth Claim for Relief 15. For an accounting of all profits derived from Defendants' infringement of

Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents and/or Plaintiff's trade dress, at Defendants' expense; On The Eleventh Claim for Relief 16. For imposition of a constructive trust on all revenues and profits from Defendants'

infringement of Plaintiff's '809, '914, '542, '704, '288, '700, and '091 Patents and/or Plaintiff's trade dress; On All Claims for Relief 17. For attorney fees, costs, expert witness fees, and pre- and post-judgment interest

as permitted by law; 18. 19. Punitive damages as provided by law; and For such other and further relief as the Court may deem just and proper.

JURY DEMAND Plaintiff hereby demands a trial by jury on all issues so triable.

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DATED: December 12, 2013

Respectfully submitted,

By:

s/ Ian R. Walsworth Ian R. Walsworth iwalsworth@sheridanross.com Patricia Y. Ho pho@sheridanross.com SHERIDAN ROSS P.C. 1560 Broadway, Suite 1200 Denver, Colorado 80202-5141 Telephone: 303-863-9700 Facsimile: 303-863-0223 E-mail: litigation@sheridanross.com

ATTORNEYS FOR PLAINTIFF AMSA, INC. d/b/a VERSACART SYSTEMS, INC.,

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