Content & Commerce Complaint

Case 1:20-cv-02488-JMS-DLP Document 1 Filed 09/25/20 Page 1 of 20 PageID #: 1
UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
CONTENT & COMMERCE, INC. and )

KEVIN DETRUDE, )
)
Plaintiffs, )
)
vs. )
)
DONNA CHANDLER and SHOW ) Case No.: 1:20-CV-2488
COLORS, INC., )
)
Defendants. )
)
and )
)
MY K9 BEHAVES LLC, )
)
Nominal Defendant. )
VERIFIED COMPLAINT FOR DAMAGES, INJUNCTIVE RELIEF, DECLARATORY

JUDGMENT AND DEMAND FOR JURY TRIAL
Plaintiffs Content & Commerce, Inc. (“C&C”) and Kevin DeTrude (“DeTrude”),
individually and derivatively on behalf of Nominal Defendant My K9 Behaves LLC, (collectively,
“Plaintiffs”), by counsel, hereby file their Verified Complaint for Damages, Injunctive Relief,
Declaratory Relief and Demand for Jury Trial (“Complaint”) against Defendants Donna Chandler
(“Chandler”) and Show Colors, Inc. (“Show Colors”) (Chandler and Show Colors collectively
referred to hereinafter as “Defendants”), and in support thereof alleges and states as follows:
INTRODUCTION
1. This is an action for declaratory judgment of non-infringement of copyrights and
trademarks pursuant to 28 U.S.C. §§ 2201 and 2202 (Declaratory Judgment Act), and for
injunctive relief and damages under the Copyright Act, U.S.C. Lanham Act, 17 U.S.C. § 1051 et
seq. Additionally, Plaintiffs assert claims related to the actions of Defendant as it relates to their
limited liability company, including but not limited to breach of duties owed by Defendant,
usurpation of corporate opportunities, breach of contract, and tortious interference with business
relationships.
PARTIES
2. C&C is an Indiana corporation with its principal place of business at 4827 Common
View Circle, Indianapolis, Indiana 46220.
3. DeTrude is a citizen of the State of Indiana who resides at 12359 Wolf Run Drive,
Noblesville, Indiana 46060.
4. Chandler is a citizen of the State of Indiana who resides at 7551 East 100 North,
Whitestown, Indiana 46075.
5. Show Colors is an Indiana corporation with its principal place of business at 7551
East 100 North, Whitestown, Indiana 46075.
JURISDICTION AND VENUE
6. Jurisdiction is proper in this Court pursuant to 28 U.S.C. § 1331, because this
litigation arises under federal laws including the Copyright Act and the Lanham Act.
7. This Court has jurisdiction over this action under the Declaratory Judgment Act.
8. This Court has supplemental jurisdiction over Plaintiffs’ state law claims pursuant
to 28 U.S.C. § 1367, because these claims are so related to the claims in the action within this
Court’s original jurisdiction that they form part of the same case or controversy under Article III
of the United States Constitution.
9. This Court has personal jurisdiction over Chandler, who at all times relevant herein
is a citizen of this District.
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10. Venue is proper in this district under 28 U.S.C. §§ 1391(b)(1) and (2), and 1391(c).
RELEVANT FACTS
11. C&C is owned by Keneth Zweigel (“Zweigel”), who also acts as C&C’s President.
C&C is in the business of website development and online marketing.
12. DeTrude has a background in pet-related businesses as the owner of a pet resort in
Fishers, Indiana for the past twenty-five (25) years.
13. Show Colors is owned in whole or in part by Chandler, who serves as Show Colors’
President and CEO. Upon information and belief, Show Colors is the entity through which
Chandler provides training services to clients.
14. C&C, DeTrude, and Show Colors are the members (“Members”) 1 of My K9
Behaves LLC, an Indiana limited liability company (the “Company”).
15. Chandler is a well-known canine trainer and behavior modification specialist.
16. Chandler is the author of the book “Good Dog!” published in 2004 (“Book 1”).
The copyright for Book 1 was originally registered in Chandler’s name.
17. Zweigel built and managed the website www.gooddogclass.com, which was based
on Book 1, on behalf of Chandler and DeTrude. Zweigel performed these services without
financial compensation, as he anticipated that doing so was on behalf of a to-be-formed entity in
which he would be an owner.
18. In or around 2010, Chandler authored “’Good Dog! Behavior Modification
Seminar’ Featuring ‘Good Dog One-der Class’”, which is a manual directed towards veterinarians
1
Based upon the Company’s Operating Agreement and related Amendment, Zweigel and C&C are used
interchangeably herein, as are Chandler and Show Colors. These two individuals hold their ownership interests in the
Company through C&C and Show Colors, respectively.
3
(“Book 2”). Upon information and belief, Chandler registered for a copyright for Book 2 in her
name.
19. In January 2016, Chandler, DeTrude, and Zweigel began working together to create
an online instruction course based upon Book 1 and Book 2 (the “Online Class”).
20. The Online Class was originally text-only, hosted at https://good-dog-
seminar.teachable.com. The Online Class was available through a third-party provider, Teachable.
21. The Teachable account was created on March 3, 2016 and registered to Zweigel’s
e-mail address. This first Teachable account was developed to provide continuing education
services for veterinarians in which the Online Class was available to customers for a fee.
22. Chandler registered the trademark “Good Dog One-der Class” under serial number
85379390 (the “Trademark”).
23. As early as January 2016, Chandler, DeTrude, and Zweigel envisioned that they
would eventually convert the text-based Online Class to a video format, and to hopefully develop
a relationship with a veterinarian school with the goal of collaborating to further disseminate the
Online Class. They discussed selling the video to veterinarians and technicians for continuing
education value, as well as to consumers through a yet to be developed affiliate distribution
network including vet practices, vet tech schools, dog boarding facilities, dog breeders, humane
shelters and pet stores.
24. Over the next several months as part of the expansion of the Company’s business
strategy to further develop the Online Class, Chandler and DeTrude each hired videographers to
record Chandler teaching a dog training class. The videos were recorded at DeTrude’s pet resort
using the resort’s staff, and were paid for by DeTrude.
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25. Two (2) videos were recorded in 2016, however, neither were of sufficient quality
to use commercially (“Videos 1 & 2”).
26. Zweigel wrote the script for a third video in or around February 2017. Zweigel
developed the script content based on materials and information contained in Book 1 as well as
the scripts for Video 1 and Video 2 written by Zweigel. Chandler and Zweigel worked together
to edit and revise the script.
27. On or about April 4, 2017, Chandler, DeTrude, and Zweigel officially organized
their business venture by registering the Company as a member-managed limited liability company
with the Indiana Secretary of State. Chandler, Zweigel, and DeTrude were each listed in the
Company’s Articles of Incorporation.
28. On or about April 21, 2017, Zweigel hired videographers to shoot a third video
(“Video 3”). Video 3 utilized the script created by Chandler and Zweigel.
29. On or about June 13, 2017, the Members executed an Operating Agreement for the
Company, which set forth the terms and conditions governing the Members’ relationships with
one another and the Company (the “Operating Agreement”). A true and accurate copy of the
Operating Agreement is attached hereto as Exhibit A. The Members also later executed an
Amendment to the Operating Agreement, a true and accurate copy of which is attached hereto as
Exhibit B.
30. The Operating Agreement states the Company’s purpose as follows:
5
31. In addition, the Operating Agreement provides that in addition to an equal monetary
contribution made by each Member, Chandler also assigned her rights in certain trademarks and
copyrights to the Company that she owned personally, including Book 1, Book 2, and related
trademarks as more fully set forth below (“Chandler Capital Contribution”):
32. In exchange for Chandler’s Capital Contribution, she was granted fifty percent
(50%) of the issued and outstanding equity securities of the Company (the “Units”). DeTrude and
C&C were each granted twenty-five percent (25%) of the Units.
33. Operational decisions require approval of a simple per capita majority; however,
such majority must be comprised of Chandler and at least one of the other two (2) Members. 2
34. The Operating Agreement also requires the Company to assign the Copyright(s)
and Trademark to Chandler in the event of dissolution, cessation of business operations, or upon
the decision by the other Members to terminate Chandler’s ownership of the Company.
2
The Operating Agreement also identified a few decisions that required unanimous consent of the Members.
6
35. Except as provided under Paragraph 6 of the Operating Agreement (in which a
Member is voted out of the Company) during the first five (5) years of the Company’s existence,
Members can only be removed for “Cause” which is defined as “misconduct, gross negligence, or
activities which are detrimental to the best interests or operations of the Company.”
36. As required under the Indiana Business Flexibility Act and Indiana common law,
Paragraph 9 of the Operating Agreement reiterates the Members’ unequivocal obligation to work
collaboratively and in the Company’s best interests:
37. On June 19, 2017, shortly after the Operating Agreement was effective, the
Company created Video 3 utilizing the script the Members jointly developed. The final version
of Video 3 was delivered to the Company on or about August 21, 2017.
38. On or about August 29, 2017, the Company created a second account at
Teachable.com using a Company email address. The second Teachable account was established
to provide training content and materials to both veterinarians and individual pet owners for a fee.
7
39. After Video 3 was completed, the Company sought to create and publish a third
book (“Book 3”) containing updates to Book 1 and Book 2, as well as the additional materials
developed by the Company related thereto, including content developed by the Company for Video
1, Video 2, and Video 3.
40. On or about November 17, 2017, the Company entered into an agreement with Half
Nelson Enterprises for the publication of Book 3 (“Publishing Agreement 1”).
41. Book 3 was scheduled to be published in 2018. The Company took several steps
in contemplation of the publication of Book 3, including the preparation of a manuscript, shooting
photography, and developing distribution strategies. The Company incurred business expenses in
relation to these efforts.
42. Chandler was responsible for creating the manuscript for Book 3, taking
approximately two (2) years to complete it, which was significantly longer than expected.
43. The development of the book was a perpetual topic of discussion at weekly
meetings of the Members. The Members also discussed other topics at these meetings which were
contingent upon the completion of Book 3, such as additional continuing educational program
value, internet-based vet tech school programming, and training programs for vet techs, retailers,
and breeders.
44. In the meantime, the Company was performing very well, generating a significant
and growing revenue stream. Since the Company’s inception, the Members have consistently
received profits from the sale of the Online Class, and later Video 3.
45. Unfortunately, over time, the Company (and therefore its Members) continued to
realize success from their products, while Chandler’s relationship with the other Members began
to deteriorate.
8
46. On more than one occasion, Chandler proposed to the other Members that they
“rewrite” the Operating Agreement to give her a larger portion of the Company’s profits. DeTrude
and Zweigel asked Chandler to provide a written proposal for them to consider. However,
Chandler never communicated a written proposal or otherwise provided any suggested
amendments to the Operating Agreement.
47. Chandler became increasingly disgruntled and, caused continued delays with the
Book 3 manuscript, eventually resulting in the cancellation of Publishing Agreement 1.
48. On or about July 29, 2019, the Company entered into another Publishing
Agreement with Praus Press (“Publishing Agreement 2”) which required the Company to deliver
the manuscript. Again, Publishing Agreement 2 was signed by Richard Hunt on behalf of the
publisher. According to Publishing Agreement 2, the Company was to deliver a manuscript by
January 1, 2020.
49. In September 2019, the Company engaged a video production company to create
new training videos providing sales tips to veterinarian clinics (“Video 4”), puppy temperament
training to breeders and pet store staff (“Video 5”), and a promotional information for the Company
(“Video 6”). By this point, the Company offered one or more versions of the online classes
(“Online Classes”) through its multiple Teachable accounts. (Books 1-3, the Online Classes and
Videos 1-6 are collectively referred to herein as the “Works”).
50. Despite the continued success of the Company, Chandler began to take actions
which were not in the Company’s best interests.
51. In summer 2020, Chandler communicated to DeTrude and Zweigel that she
intended to take ownership of Book 3 unless they agreed to renegotiate the Operating Agreement
to increase her percentage of profit. DeTrude and Zweigel declined.
9
52. In response, Chandler advised DeTrude and Zweigel on a telephone call that she
had unilaterally decided that Book 3 was not going to be published.
53. The Company maintains a web page on Ignite Veterinary Solutions’ website
(www.ignitevet.com) (“Ignite”), which is a global forum for veterinarians to learn or discuss best
practices related to their practices and clients. Chandler also maintains her individual web page
on Ignite’s private community site, separate from the Company’s page. Upon information and
belief, Chandler’s private community page on Ignite is among the website’s most popular.
54. The Company does not have a contract with Ignite. Regardless, the Company
created a third account at Teachable.com, which is co-branded with Ignite.
55. Upon information and belief, Chandler is working directly with Ignite – at the
exclusion of the Company – to incorporate the Works into veterinary school curriculum.
56. The Company had a long-term business strategy to collaborate with a veterinary
school to distribute its Works.
57. On or about August 19, 2020, Chandler informed DeTrude and C&C that she had
withdrawn as a Member of the LLC. A true and accurate copy of Chandler’s August 19, 2020
correspondence is attached hereto as Exhibit C.
58. Neither the Operating Agreement nor Indiana law provides a mechanism for a
Member to unilaterally “withdraw” from a limited liability company.
59. In conjunction with her unauthorized “withdrawal” from the Company, Chandler
issued subsequent correspondence, instructing the remaining Members to cease and desist using
her name or likeness. Chandler also demanded that the Works be assigned back to her pursuant to
the terms of the Operating Agreement. A true and accurate copy of Chandler’s September 8, 2020
correspondence is attached hereto as Exhibit D.
10
60. Contrary to Chandler’s assertions, the Works were created either by the Company
or during the time (including the present day) that the Trademark and Copyright(s) were assigned
to the Company.
61. The Operating Agreement does not address ownership of derivative works based
upon the Copyright(s) or Trademarks, or any other intellectual property created by the Company.
62. Because of the closely-held nature of the Company, the limited number of
Members, and the amount of control held by Chandler under the Operating Agreement, demand
pursuant to Indiana Trial Rule 23.1 is or should be excused in this matter.
COUNT I
DECLARATORY JUDGEMENT OF COPYRIGHT OWNERSHIP
63. Plaintiffs incorporate by reference the preceding paragraphs as if fully set forth
herein.
64. Defendants’ assertion as to the ownership of the Works, including any derivative
works or original intellectual property created by or on behalf of the Company, creates an actual,
substantial, and justiciable controversy between the parties requiring resolution by the Court.
65. Defendants contend that Defendants own the Works and/or are entitled to the
Works as a result of Chandler’s purported withdrawal as a Member of the Company.
66. Plaintiffs contend that the Works, some or all of them, belong to the Company.
Plaintiffs further contend that the Company is not required to assign the Works at least and until
certain conditions precedent as set forth in the Operating Agreement are met.
67. Plaintiffs desire a judicial determination of the ownership of the Works, each of
them, and the rights appurtenant thereto, and such a determination is necessary and appropriate at
this time.
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COUNT II
COPYRIGHT INFRINGEMENT
herein.
69. To the extent Plaintiffs own any or all of the Works, Defendants have infringed and
continue to infringe Plaintiffs’ rights as owner of the Works.
70. Defendants’ infringing acts were committed with knowledge and in reckless
disregard of Plaintiffs’ rights under The Copyright Act.
71. By the acts complained of, Defendants have made substantial profits and gains
which they are not, in law or in equity, entitled to retain.
72. The aforementioned acts by Defendants have damaged, and if not enjoined, will
continue to damage Plaintiffs and cause irreparable harm, for which Plaintiffs have no adequate
remedy at law.
COUNT III
DECLARATORY RELIEF AS TO TRADEMARK OWNERSHIP
herein.
74. Defendants’ assertion as to the ownership of the Trademark, including but not
limited to the goodwill and ownership along with any common law trademarks, creates an actual,
substantial, and justiciable controversy between the parties requiring resolution by the Court.
75. Defendants contend that Defendants own the Trademark and/or is entitled to the
Trademark as a result of Chandler’s purported withdrawal as a Member of the Company.
76. Plaintiffs contend that the Trademark, and/or the goodwill and ownership along
with common law trademarks, some or all of them, belong to the Company. Plaintiffs further
12
contend that the Company is not required to assign the Trademark, at least and until certain
conditions precedent as set forth in the Operating Agreement are met.
77. Plaintiffs desire a judicial determination of the ownership of the Trademark(s), each
of them, and the rights appurtenant thereto, and such a determination is necessary and appropriate
at this time.
COUNT IV
TRADEMARK INFRINGEMENT
herein.
79. To the extent Plaintiffs own the Trademark(s), Defendant’s conduct as described
herein violates 15 U.S.C. § 1114(1).
80. Defendants’ wrongful acts were committed with knowledge that such imitation, as
described in 15 U.S.C. § 1114(1)(b), was intended to cause confusion, or to cause mistake, or to
deceive.
81. Some or all of Defendants’ actions also violate the Indiana Trademark Act.
82. Defendants’ conduct also constitutes common law trademark infringement.
83. Defendants’ wrongful acts were committed with knowledge that such imitation was
intended to cause confusion, or to cause mistake, or to deceive and despite being put on notice of
its infringement, Defendants continue to utilize the Trademark without permission.
COUNT V
DERIVATIVE CLAIM FOR BREACH OF FIDUCIARY DUTY
herein.
13
85. Chandler, as Member of the Company, owes fiduciary duties to the Company to act
faithfully, loyally, diligently, prudently, honestly, and carefully in conducting the business of the
Company.
86. At various times relevant to this Complaint, Chandler breached her fiduciary duties
to the Company by not acting within the best interests of Company and not acting toward the
Company with the utmost fidelity, loyalty, care, and good faith.
87. As a result of Chandler’s breaches of her fiduciary duties, the Company has been
greatly damaged, exposed to risk, the value of their businesses and assets have been reduced, and
as a result, the Company has suffered and continues to suffer monetary damages and irreparable
harm.
COUNT VI
DERIVATIVE CLAIM OF WASTE, SELF-DEALING, MISMANAGEMENT AND
MISAPPROPRIATION OF CORPORATE ASSETS AND USURPATION OF
CORPORATE OPPORTUNITIES
herein.
89. Chandler, as officer, director, agent, and/or member of the Company, has
misappropriated corporate assets for her own use, utilized corporate property, resources and funds
for her own personal benefit and advantage, misapplied and wasted corporate assets to the financial
detriment of the Company, and mismanaged the Company.
90. Chandler has taken opportunities meant for the Company and used them for her
own personal gain and to the detriment of the Company.
91. As a result of Chandler’s actions and omissions, the Company has been greatly
damaged, exposed to risk, the value of their businesses and assets have been reduced, and as a
result, the Company has suffered and continues to suffer monetary damages and irreparable harm.
14
COUNT VII
DERIVATIVE CLAIM FOR THEFT AND CONVERSION
herein.
93. Defendants committed the crime of conversion in violation of Indiana Code Ann.
§ 35-43-4-3 (and other Indiana law) by knowingly or intentionally taking, diverting, or retaining
funds, property and resources from the Company through an intentional and deliberate scheme to
deprive the Company of its assets.
94. Defendants’ actions were willful, wanton, reckless, intentional and/or done with
knowledge of their wrongfulness.
95. Defendants’ acts were the proximate cause of damages incurred by the Company.
96. Pursuant to Indiana Code Ann. § 34-24-3-1, the Company is entitled to recover
three (3) times its actual damages, the costs of this action, reasonable attorney’s fees, travel
expenses, direct and indirect expenses incurred by the other Members related to attending any
court proceedings, and costs of collection.
COUNT VIII
DIRECT CLAIM FOR BREACH OF FIDUCIARY DUTY
herein.
98. Chandler, as Member of the Company, owes fiduciary duties to the other Members
to act faithfully, loyally, diligently, prudently, honestly, and carefully in conducting the business
of the Company.
15
99. At various times relevant to this Complaint, Chandler breached her fiduciary duties
to the other Members by not acting within the best interests of Company and not acting toward the
Company and the other Members with the utmost fidelity, loyalty, care, and good faith.
100. As a result of Chandler’s breaches of her fiduciary duties, Plaintiffs have been
greatly damaged, exposed to risk, the value of their businesses and assets have been reduced, and
as a result, Plaintiffs have suffered and will continue to suffer monetary damages and irreparable
harm.
COUNT IX
DIRECT CLAIM OF WASTE, SELF-DEALING, MISMANAGEMENT AND
MISAPPROPRIATION OF CORPORATE ASSETS AND USURPATION OF
CORPORATE OPPORTUNITIES
herein.
102. Chandler, as officer, director, agent, and/or member of the Company, has
misappropriated corporate assets for her own use, utilized corporate property, resources and funds
for her own personal benefit and advantage, misapplied and wasted corporate assets to the financial
detriment of the Company, and mismanaged the Company.
103. Chandler has taken opportunities meant for the Company and used them for her
own personal gain and to the detriment of the Company.
104. As a result of Chandler’s actions and omissions, Plaintiffs have been greatly
damaged, exposed to risk, the value of their businesses and assets have been reduced, and as a
result, Plaintiffs have suffered and will continue to suffer monetary damages and irreparable harm.
COUNT X
DIRECT CLAIM FOR THEFT AND CONVERSION
16
herein.
106. Defendants committed the crime of conversion in violation of Indiana Code Ann.
§ 35-43-4-3 (and other Indiana law) by knowingly or intentionally taking, diverting, or retaining
funds, property and resources from the Company through an intentional and deliberate scheme to
deprive the Company of its assets.
107. Defendants’ actions were willful, wanton, reckless, intentional and/or done with
knowledge of their wrongfulness.
108. Defendants’ acts were the proximate cause of damages incurred by Plaintiffs.
109. Pursuant to Indiana Code Ann. § 34-24-3-1, Plaintiffs are entitled to recover three
(3) times its actual damages, the costs of this action, reasonable attorney’s fees, travel expenses,
direct and indirect expenses incurred by the other Members related to attending any court
proceedings, and costs of collection.
COUNT XI
BREACH OF CONTRACT
herein.
111. The Operating Agreement constitutes a valid and binding contract between the
Members.
112. Defendants have breached the Operating Agreement, which breaches are not
justified or otherwise excused.
113. As a result of Defendants’ actions, Plaintiffs have suffered and will continue to
suffer damages.
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WHEREFORE, Plaintiffs Content & Commerce, Inc. and Kevin DeTrude, individually
and derivatively on behalf of Nominal Defendant My K9 Behaves LLC, by counsel, hereby
respectfully request the following relief against Defendants:
A. For a declaratory judgment:
i. As to the ownership of the Works, and all rights appurtenant thereto;
ii. As to the ownership of the Trademark(s), and all rights appurtenant thereto;
iii. As to Plaintiffs’ and/or the Company’s obligations to assign any intellectual
property to Chandler under the terms of the Operating Agreement;
iv. That Defendants have violated the statutory and/or common law copyrights
owned by Plaintiffs; and
v. That Defendants have statutory and/or common law trademark rights owned by
Plaintiffs;
B. That Defendants, their owners, partners, officers, directors, agents, servants,
employees, representatives, licensees, subsidiaries, manufacturers, and distributors,
jointly and severally, are enjoined throughout the world during the pendency of this
action, and permanently thereafter from:
i. Manufacturing, copying, reproducing, distributing, advertising, promoting,
offering for sale or selling any product or article identical or substantially
similar to any of the Works owned by Plaintiffs; and
ii. Utilizing or otherwise infringing upon the Trademark(s) owned by Plaintiffs;
C. An award of damages to Plaintiffs, including compensatory and statutory damages,
disgorgement, actual damages, treble damages, costs of suit and attorney’s fees where
applicable;
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D. Punitive damages in an amount sufficient to deter the same or similar conduct by
Defendants or others;
E. Pre- and post-judgment interest at the maximum rate allowed by law; and
F. Any and all other proper relief as this Court may deem just and proper.
JURY DEMAND
Plaintiffs Content & Commerce, Inc. and Kevin DeTrude, individually and derivatively on
behalf of nominal Defendant My K9 Behaves LLC, by counsel, hereby demand a trial by jury on
all claims of relief, where available.
Respectfully submitted,
s/William J. Brinkerhoff
B.J. Brinkerhoff, Attorney No. 24811-53
Hannah Kaufman Joseph, Attorney No. 24974-49
JESELSKIS BRINKERHOFF AND JOSEPH, LLC
320 North Meridian Street, Suite 428
Indianapolis, IN 46204
Telephone: (317) 220-6290
Facsimile: (317) 220-6291
bjbrinkerhoff@jbjlegal.com
hjoseph@jbjlegal.com
Counsel for Plaintiffs
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DocuSign Envelope ID: DAD7672C-B1CF-4EB0-886F-9CD7D14192BB
VERIFICATION
I affirm, under the penalties of perjury, that the foregoing factual representations are true
and accurate to the best of my knowledge and belief.
Kevin DeTrude

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Case 1:20-cv-02488-JMS-DLP Document 1 Filed 09/25/20 Page 1 of 20 PageID #: 1

UNITED STATES DISTRICT COURT

CONTENT & COMMERCE, INC. and )

VERIFIED COMPLAINT FOR DAMAGES, INJUNCTIVE RELIEF, DECLARATORY

individually and derivatively on behalf of Nominal Defendant My K9 Behaves LLC, (collectively,

1. This is an action for declaratory judgment of non-infringement of copyrights and

View Circle, Indianapolis, Indiana 46220.

Noblesville, Indiana 46060.

Whitestown, Indiana 46075.

East 100 North, Whitestown, Indiana 46075.

JURISDICTION AND VENUE

6. Jurisdiction is proper in this Court pursuant to 28 U.S.C. § 1331, because this

of the United States Constitution.

is a citizen of this District.

C&C is in the business of website development and online marketing.

Fishers, Indiana for the past twenty-five (25) years.

Chandler provides training services to clients.

Behaves LLC, an Indiana limited liability company (the “Company”).

15. Chandler is a well-known canine trainer and behavior modification specialist.

The copyright for Book 1 was originally registered in Chandler’s name.

financial compensation, as he anticipated that doing so was on behalf of a to-be-formed entity in

which he would be an owner.

18. In or around 2010, Chandler authored “’Good Dog! Behavior Modification

20. The Online Class was originally text-only, hosted at https://good-dog-

85379390 (the “Trademark”).

education value, as well as to consumers through a yet to be developed affiliate distribution

shelters and pet stores.

using the resort’s staff, and were paid for by DeTrude.

to use commercially (“Videos 1 & 2”).

to edit and revise the script.

Company’s Articles of Incorporation.

30. The Operating Agreement states the Company’s purpose as follows:

trademarks as more fully set forth below (“Chandler Capital Contribution”):

C&C were each granted twenty-five percent (25%) of the Units.

collaboratively and in the Company’s best interests:

of Video 3 was delivered to the Company on or about August 21, 2017.

1, Video 2, and Video 3.

Nelson Enterprises for the publication of Book 3 (“Publishing Agreement 1”).

in contemplation of the publication of Book 3, including the preparation of a manuscript, shooting

relation to these efforts.

Chandler never communicated a written proposal or otherwise provided any suggested

amendments to the Operating Agreement.

Book 3 manuscript, eventually resulting in the cancellation of Publishing Agreement 1.

publisher. According to Publishing Agreement 2, the Company was to deliver a manuscript by

Videos 1-6 are collectively referred to herein as the “Works”).

which were not in the Company’s best interests.

to increase her percentage of profit. DeTrude and Zweigel declined.

had unilaterally decided that Book 3 was not going to be published.

created a third account at Teachable.com, which is co-branded with Ignite.

school to distribute its Works.

correspondence is attached hereto as Exhibit C.

Member to unilaterally “withdraw” from a limited liability company.

correspondence is attached hereto as Exhibit D.

pursuant to Indiana Trial Rule 23.1 is or should be excused in this matter.

Works as a result of Chandler’s purported withdrawal as a Member of the Company.

continue to infringe Plaintiffs’ rights as owner of the Works.

disregard of Plaintiffs’ rights under The Copyright Act.

which they are not, in law or in equity, entitled to retain.

Trademark as a result of Chandler’s purported withdrawal as a Member of the Company.

conditions precedent as set forth in the Operating Agreement are met.

herein violates 15 U.S.C. § 1114(1).

described in 15 U.S.C. § 1114(1)(b), was intended to cause confusion, or to cause mistake, or to

82. Defendants’ conduct also constitutes common law trademark infringement.

its infringement, Defendants continue to utilize the Trademark without permission.

Content & Commerce Complaint

Content & Commerce Complaint