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HDNET, LLC,
Plaintiff,
Defendants.
PLAINTIFF’S COMPLAINT
Plaintiff HDNet, LLC (“Plaintiff”), files its Complaint against William Hambrecht and
The Hambrecht 1980 Revocable Trust (collectively “Defendants”) and respectfully shows the
I.
JURISDICTION AND VENUE
1. The Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §
1332 because this action is between citizens of different States and the amount in controversy
conducting business in this state, which has been regular and systematic, and because Defendants
committed many of the wrongful acts alleged in this Complaint within this judicial district,
substantial part of the events giving rise to these claims occurred in this judicial district, and the
4. Venue is also proper in this Court because Defendants agreed to venue in Dallas
II.
PARTIES
California.
III.
FACTUAL BACKGROUND
Plaintiff a promissory note dated April 7, 2010 whereby UFL Management, LLC promised to
pay to the order of plaintiff the sum of $5,000,000.00 due and payable on October 6, 2010, with
interest at the rate of one percent (1%) per annum (the “UFL Note”). A true copy of the UFL
Note is attached as Exhibit “A” and incorporated by reference. Plaintiff is the legal owner and
9. As part of the same transaction, on or about April 7, 2010 for consideration made
and delivered, Defendants executed an agreement by the terms of which Defendants absolutely
and unconditionally guaranteed prompt payment of the UFL Note, together with reasonable
attorneys’ fees, costs and expenses. A true copy of the agreement (with personal financial
10. Despite Plaintiff's demand for payment from UFL Management LLC after the
note became due and payable, no part of the note has been paid.
11. On or about October 19, 2010, Plaintiff, Defendants and UFL Management LLC
entered into a forbearance agreement, under which Plaintiff agreed to forbear its rights under the
UFL Note and guaranty until December 1, 2010. Under this forbearance agreement, the parties
agreed that interest accruing on the principal amount of the UFL Note after October 6, 2010,
12. On or about December 1, 2010, Plaintiff demanded that Defendants fulfill the
terms of Defendants’ guaranty, and pay the debt owed to Plaintiff in accordance with that
guaranty, but no part of the debt has been paid. Accordingly, there is now due, owing, and
unpaid from Defendants to Plaintiff on the note the sum of $5,000,000.00 principal, and interest
on this sum at the rate of one percent (1%) per annum calculated from April 7, 2010 to October
6, 2010, and at the rate of fifteen percent (15%) per annum calculated from October 7, 2010.
IV.
CLAIMS FOR RELIEF
A. Breach of Contract
13. Plaintiff repeats and realleges the facts contained in the preceding paragraphs and
14. HDNet and Defendants have a valid, enforceable contract by which Defendants
15. HDNet has fully performed its obligations under the contract.
16. Defendants have breached the contract by failing to tender prompt payment of the
B. Attorney’s Fees
18. Plaintiff repeats and realleges the facts contained in the preceding paragraphs and
19. Due to the breaches of contract described above, it has been necessary for
Plaintiff to obtain legal counsel to prosecute this suit. As a result, Plaintiff is entitled to recover
its reasonable and necessary fees and costs for prosecuting this action.
V.
JURY DEMAND
20. HDNet demands a jury trial of all claims in this Complaint on which a jury trial is
available.
VI.
PRAYER FOR RELIEF
to appear and answer herein, and that on final hearing, Plaintiff have judgment as follows:
E. Such other and further relief to which Plaintiff may be justly entitled.
“EXHIBIT A”
Case 3:11-cv-00061-O Document 1-1 Filed 01/10/11 Page 2 of 4 PageID 7
Case 3:11-cv-00061-O Document 1-1 Filed 01/10/11 Page 3 of 4 PageID 8
Case 3:11-cv-00061-O Document 1-1 Filed 01/10/11 Page 4 of 4 PageID 9
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 1 of 8 PageID 10
“EXHIBIT B”
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 2 of 8 PageID 11
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 3 of 8 PageID 12
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 4 of 8 PageID 13
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 5 of 8 PageID 14
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 6 of 8 PageID 15
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 7 of 8 PageID 16
Case 3:11-cv-00061-O Document 1-2 Filed 01/10/11 Page 8 of 8 PageID 17
Case 3:11-cv-00061-O Document 1-3 Filed 01/10/11 Page 1 of 1 PageID 18
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William Hambrecht and The Hambrecht 1980 Revocable Trust
HDNet, LLC
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