Filing # 113560341 E-Filed 09/17/2020 06:06:36 PM

IN THE CIRCUIT COURT OF THE 11TH

JUDICIAL CIRCUIT, IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
SHIFT MEDIA LAB, CIRCUIT CIVIL DIVISION

CASE NO.:
Plaintiff,

v.

CYTODYN, INC.,

Defendant.
___________________________________/

COMPLAINT

Plaintiff, SHIFT MEDIA LAB, by and through undersigned counsel hereby sues,

CYTODYN, INC., and alleges as follows:

PARTIES, JURISDICTION & VENUE

1. This is an action for a breach of contract. The damages sought are in an amount

that exceeds Thirty Thousand Dollars ($30,000.00) exclusive of interest, costs and attorneys’

fees, for which this Court has jurisdiction

2. That at all times hereinafter mentioned, Plaintiff SHIFT MEDIA LAB was and

still is a foreign business corporation duly authorized to conduct business in the State of Florida.

3. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a domestic limited liability company duly organized and

existing under and by virtue of the laws of the State of Florida.

4. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a domestic corporation duly organized and existing under and

by virtue of the laws of the State of Florida.

WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP

100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261
 5. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a foreign limited liability company duly organized and

licensed to do business in the State of Florida.

6. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a foreign corporation duly organized and licensed to do

business in the State of Florida.

7. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a sole proprietorship licensed to do business in the State of

Florida.

8. Upon information and belief, that at all times hereinafter mentioned, Defendant

CYTODYN, INC. was and still is a partnership licensed to do business in the State of Florida.

9. Venue is proper in Miami Dade County, Florida because contract, which forms

the subject matter of this lawsuit, was executed in Miami County, Florida, all payments were due

in Miami Dade County Florida, and all the allegations that give rise to the causes of actions in

this complaint took place in Miami Dade County

COUNT I AGAINST CYTODYN, INC. - BREACH OF CONTRACT

10. Plaintiff, SHIFT MEDIA LAB, re-alleges and reincorporates paragraphs 1

through 9 as if fully set forth herein. .

11. Upon information and belief, Plaintiff, SHIFT MEDIA LAB, and the Defendant,

CYTODYN, INC., entered into a contract for Plaintiff SHIFT MEDIA LAB to perform services

on behalf of CYTODYN, INC.

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WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261
 12. That said contract provided that compensation would be paid to the Plaintiff,

SHIFT MEDIA LAB for services performed by SHIFT MEDIA LAB on behalf of the Defendant

CYTODYN, INC.

13. That Plaintiff, SHIFT MEDIA LAB, has complied with all of the terms and

provisions of said contract and duly demanded payment of the amounts due and owing, which

payment has been refused by the Defendant, CYTODYN, INC.

14. That Defendant, CYTODYN, INC., was bound by said contract and any revisions

thereto to pay the Plaintiff, SHIFT MEDIA LAB, the stated price of TWENTY-FIVE

THOUSAND DOLLARS ($25,000) per month.

15. Plaintiff SHIFT MEDIA LAB performed services on behalf of Defendant

CYTODYN, INC. pursuant to the contract for three months, for a total amount owed for the

services rendered of SEVENTY-FIVE THOUSAND DOLLARS ($75,000), of which

TWENTY-FIVE THOUSAND DOLLARS ($25,000) has been paid to plaintiff SHIFT MEDIA

LAB, leaving a base balance due of FIFTY THOUSAND DOLLARS ($50,000).

16. Additionally, said contract called for Defendant CYTODYN, INC. to pay a late

fee of TWO HUNDRED FIFTY DOLLARS ($250) for each monthly installment missed.

17. Defendant CYTODYN, INC. has failed to pay two monthly installments on the

contract with Plaintiff SHIFT MEDIA LAB, thus a total amount owed for late fees in the amount

of FIVE HUNDRED DOLLARS ($500).

18. That as a result, Plaintiff, SHIFT MEDIA LAB, has been damaged in the sum of

FIFTY THOUSAND FIVE HUNDRED DOLLARS ($50,500).

19. That Defendant, CYTODYN, INC., breached said contract in that Defendant,

CYTODYN, INC. failed to pay to the Plaintiff, SHIFT MEDIA LAB, the value of said work and

3
WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261
the amount due pursuant to the contract, the outstanding balance of which is FIFTY

THOUSAND FIVE HUNDRED DOLLARS ($50,500) for goods, labor and services, as required

pursuant to the contract.

20. By reason of the foregoing, Plaintiff, SHIFT MEDIA LAB, is entitled to

judgment against the Defendant, CYTODYN, INC., in the amount of FIFTY THOUSAND FIVE

HUNDRED DOLLARS ($50,500) with interest.

COUNT II
AGAINST CYTODYN, INC.- UNJUST ENRICHMENT

21. Plaintiff, re-alleges and reincorporates paragraphs 1 through 20 as if fully set forth

herein.

22. Plaintiff, SHIFT MEDIA LAB, has furnished labor and services pursuant to the

agreement between Plaintiff, SHIFT MEDIA LAB, and Defendant, CYTODYN, INC.

23. Upon information and belief, the outstanding balance of the fair and reasonable

value of the labor and services furnished by Plaintiff, SHIFT MEDIA LAB, to the Defendant,

CYTODYN, INC., as alleged here and above, is FIFTY THOUSAND FIVE HUNDRED

DOLLARS ($50,500).

24. Defendant, CYTODYN, INC., accepted the labor and services provided by

Plaintiff, SHIFT MEDIA LAB.

25. To date, Defendant, CYTODYN, INC., has failed to provide payment of the

outstanding balance of FIFTY THOUSAND FIVE HUNDRED DOLLARS ($50,500) to

Plaintiff SHIFT MEDIA LAB for the labor and services provided by Plaintiff, SHIFT MEDIA

LAB.

26. Upon information and belief, Defendant, CYTODYN, INC., has been unjustly

enriched at the expense of Plaintiff, SHIFT MEDIA LAB, in that CYTODYN, INC. has retained
4
WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261
full value of Plaintiff SHIFT MEDIA LAB's performance without payment to Plaintiff, SHIFT

MEDIA LAB, for the fair and reasonable value of the labor and services.

27. By reason of the foregoing, there is due and owing to Plaintiff, SHIFT MEDIA

LAB, from Defendant, CYTODYN, INC. the sum of FIFTY THOUSAND FIVE HUNDRED

DOLLARS ($50,500), with interest thereon.

COUNT III AGAINST CYTODYN, INC.

28. Plaintiff, re-alleges and reincorporates paragraphs 1 through 27 as if fully set forth

herein.

29. Plaintiff, SHIFT MEDIA LAB, herein forwarded to Defendant, CYTODYN,

INC., an account for said balance.

30. Defendant, CYTODYN, INC., failed to object to Plaintiff SHIFT MEDIA LAB

for said account of the balance due for the labor and services which were provided to Defendant,

CYTODYN, INC. by the Plaintiff, SHIFT MEDIA LAB.

31. Defendant, CYTODYN, INC., owes Plaintiff SHIFT MEDIA LAB for the

outstanding balance of the account stated in the sum of FIFTY THOUSAND FIVE HUNDRED

DOLLARS ($50,500) with interest.

WHEREFORE, Plaintiff, SHIFT MEDIA LAB, demands judgment as follows:

(1) Plaintiff shall have personal judgment against the Defendant, CYTODYN, INC., in
the sum of FIFTY THOUSAND FIVE HUNDRED ($50,500), with interest thereon
together with the costs and disbursements of this action based upon the First Cause of
Action.

(2) That in addition thereto, or, in the alternative, Plaintiff has Judgment against the
Defendant, CYTODYN, INC., in the sum of FIFTY THOUSAND FIVE HUNDRED
DOLLARS ($50,500), with interest thereon together with the costs and disbursements
of this action based upon the Second Cause of Action.

(3) That in addition thereto, or, in the alternative, Plaintiff has Judgment against the
Defendant, CYTODYN, INC., in the sum of FIFTY THOUSAND FIVE HUNDRED
5
WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261
 ($50,500), with interest thereon together with the costs and disbursements of this
action based upon the Third Cause of Action.

(4) Plaintiff respectfully requests that this Court enter judgment in favor of Plaintiffs and
against Defendants for damages, plus interest, cost, and attorneys’ fees, and such
further relief as this Court deems just and proper.

JURY TRIAL DEMAND

Plaintiff hereby demands a trial by jury as to all issues.

Dated this 17th day of September, 2020.

Respectfully Submitted,

WILSON, ELSER, MOSKOWITZ,

EDELMAN & DICKER LLP
Counsel for SHIFT MEDIA LAB
100 SE 2nd Street, Suite 2100
Miami, Florida 33131
Tel: (305) 374-4400
Fax: (306) 579-0261

By: /s/ Catherine L. Davis

ANTHONY P. STRASIUS
Florida Bar No.: 988715
anthony.strasius@wilsonelser.com
CATHERINE L. DAVIS
Florida Bar No. 122172
Catherine.davis@wilsonelser.com
TO: CYTODYN, INC.
1111 Main Street, Ste 660
Vancouver, Washington 98660
Tel: 360-980-8524
Fax: 360-799-5954

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WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
100 SOUTHEAST SECOND STREET • SUITE 2100 • MIAMI, FLORIDA 33131
TELEPHONE (305) 374-4400 • FACSIIMILE (305) 579-0261