You're viewing Docket Item 13 from the case Extreme Reach, Inc. v. United Sources of America, Inc.. View the full docket and case details.

Download this document:




Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 1 of 12



UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

EASTERN DIVISION



Civil Action No. 1:13-cv-11678-RGS






























)
)
)
)
)
)
)
)
)
)
)
)









Plaintiff,










EXTREME REACH, INC.,



v.

UNITED SOURCES OF
AMERICA, INC.,







Defendant.



























MEMORANDUM OF LAW IN SUPPORT OF MOTION OF DEFENDANT

UNITED SOURCES OF AMERICA, INC. TO DISMISS THE COMPLAINT FOR
IMPROPER VENUE AND FOR FAILURE TO STATE A CLAIM FOR RELIEF



































446385_1






























































Steven C. Reingold (BBO No. 638649)
Howard P. Blatchford, Jr. (BBO No. 045580)
Nicholas J. Rosenberg (BBO No. 657887)
JAGER SMITH P.C.
One Financial Center
Boston, Massachusetts 02111
telephone: (617) 951-0500
facsimile: (617) 951-2414
email: [email protected]



[email protected]
[email protected]

Attorneys for United Sources of America, Inc.

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 2 of 12



TABLE OF CONTENTS


TABLE OF CONTENTS................................................................................................................. i

TABLE OF AUTHORITIES .......................................................................................................... ii

INTRODUCTION ...........................................................................................................................1

PERTINENT FACTUAL BACKGROUND ...................................................................................1

LEGAL ARGUMENT.....................................................................................................................1

I.



II.



CONCLUSION................................................................................................................................8

IF THE COURT DECLINES TO DISMISS THE COMPLAINT IN
ITS ENTIRETY, IT SHOULD NEVERTHELESS DISMISS COUNT II
OF THE COMPLAINT FOR FAILURE TO STATE A CLAIM FOR RELIEF................6

THE COMPLAINT SHOULD BE DISMISSED BECAUSE THE
AGREEMENT CONTAINS AN ENFORCEABLE MANDATORY
FORUM SELECTION CLAUSE........................................................................................1

446385_1

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 3 of 12



TABLE OF AUTHORITIES


Cases

34-35th Corp. v. 1-10 Industry Associates, LLC, 103 A.D.3d 709, 959 N.Y.S.2d
519 (2013)........................................................................................................................................5

Ad-A-Day Co., Inc. v. Xerox Corp., Civil Action No. 10-11226-RGS,
2010 WL 3824118 (D. Mass. Sept. 28, 2010) .................................................................................3

Alter v. Bogoricin, No. 97 Civ. 0662, 1997 WL 691332 (S.D.N.Y. Nov. 6, 1997) ....................6, 7

Butvin v. DoubleClick Inc., No. 99 Civ. 4727, 2001 WL 228121 (S.D.N.Y.
Mar. 7, 2001)....................................................................................................................................7

Carney v. Sibbersen, Civil Action No. 12-10184-RGS, 2012 WL 1593161
(D. Mass. May 7, 2012) ...............................................................................................................2, 4

CondoDomain LLC v. Colantuoni, Civil Action No. 11-11446-RGS, 2011 WL
5027138 (D. Mass. Oct. 21, 2011)...................................................................................................2

Cross & Cross Props., Ltd. v. Everett Allied Co., 886 F.2d 497 (2d Cir. 1989) .............................6

Cross Roads R.V. Center, Inc. v. Textron Financial Corp., 609 F. Supp. 2d 151
(D. Mass. 2009)................................................................................................................................4

D’Antuono v. CCH Computax Sys., Inc., 570 F. Supp. 708 (D.R.I. 1983)......................................4

Dalton v. Educational Testing Serv., 87 N.Y.2d 384, 639 N.Y.S.2d 977,
663 N.E.2d 289 (1995).....................................................................................................................6

Doe v. Seacamp Ass’n, Inc., 276 F. Supp. 2d 222, 226 (D. Mass. 2003) ........................................4

Fadal Machining Centers, LLC v. Compumachine, Inc., Civil Action No.
09-10629-RGS, 2009 WL 2508095 (D. Mass. Aug. 14, 2009)...................................................3, 5

Granite Partners, L.P. v. Bear, Stearns & Co., 17 F. Supp. 2d 275 (S.D.N.Y. 1998) ....................6

Harris v. Provident Life & Accident Ins. Co., 310 F.3d 73 (2d Cir. 2002) .....................................7

Huffington v. T.C. Group, LLC, 685 F. Supp. 2d 239 (D. Mass. 2010)...........................................2

M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) .......................................................2, 3, 4

Murphy v. American Home Prods. Corp., 58 N.Y.2d 293, 461 N.Y.S.2d 232,
448 N.E.2d 86 (1983).......................................................................................................................7

446385_1

ii

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 4 of 12




Nisselson v. Lernout, Civil Action No. 03-10843-PBS, 2004 WL 1630492
(D. Mass. Jul. 21, 2004)...................................................................................................................4

Provanzano v. Parker View Farm, Inc., 827 F. Supp. 2d 53 (D. Mass. 2011)............................2, 3

Rafael Rodriguez Barril, Inc. v. Conbraco Indus., Inc., 619 F.3d 90 (1st Cir. 2010) .....................2

Reder Enterprises, Inc. v. Loomis, Fargo & Co., 490 F. Supp. 2d 111
(D. Mass. 2007)................................................................................................................................3

Rivera v. Centro Medico de Turabo, Inc., 575 F.3d 10 (1st Cir. 2009).......................................2, 3

Rooney v. Biomet, Inc., 63 F. Supp. 2d 126 (D. Mass. 1999)..........................................................2

Royal Bed & Spring Co., Inc. v. Famossul Industria e Comercio de Moveis Ltda.,
906 F.2d 45 (1st Cir. 1990)..............................................................................................................3

Silva v. Encyclopedia Britannica, Inc., 239 F.3d 385 (1st Cir. 2001) .............................................2

Siradas v. Chase Lincoln First Bank, N.A., No. 98 Civ. 4028, 1999 WL 787658
(S.D.N.Y. Sept. 30, 1999)................................................................................................................7

Somerville Auto Transport Service, Inc. v. Automotive Finance Corp., 691
F. Supp. 2d 267 (D. Mass. 2010) .....................................................................................................3

Stars for Art Production FZ, LLC v. Dandana, LLC, 806 F. Supp. 2d 437
(D. Mass. 2011)................................................................................................................................2

Summit Packaging Sys., Inc. v. Kenyon & Kenyon, 273 F.3d 9 (1st Cir. 2001)..............................2

TVT Records and TVT Music, Inc. v. The Island Def Jam Music Group,
244 F. Supp. 2d 263 (S.D.N.Y. 2003)..........................................................................................6, 7

Statutes

28 U.S.C. § 1406(a) .........................................................................................................................6

Rules

FED. R. CIV. P. 12(b)(6) ...................................................................................................................1

446385_1

iii

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 5 of 12



INTRODUCTION

The Strategic Alliance Agreement (the “Agreement”) that forms the basis of the business

relationship between plaintiff Extreme Reach, Inc. (“Extreme Reach”) and defendant United

Sources of America, Inc. (“USA Studios”), and that underlies the causes of action set forth in the

Complaint and Jury Demand [ECF No. 1] (the “Complaint”), contains a mandatory forum

selection clause under which any dispute between Extreme Reach and USA Studios arising out

of or relating to the Agreement must be submitted to a court located in New York. Accordingly,

the Motion of Defendant United Sources of America, Inc. to Dismiss the Complaint for Improper

Venue and for Failure to State a Claim for Relief (the “Motion”) seeks the entry of an order,

pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, FED. R. CIV. P. 12(b)(6) (the

“Civil Rules”), dismissing the Complaint in its entirety because venue does not lie in this

district.

As an alternative form of relief to be granted in the event that the Court declines to

enforce the Agreement’s forum selection clause, the Motion seeks the entry of an order pursuant

to Civil Rule 12(b)(6) dismissing Count II of the Complaint for failure to state a claim for relief.

PERTINENT FACTUAL BACKGROUND

For a discussion of the factual background that is pertinent to the Motion and the issues

presented thereby, USA Studios respectfully refers the Court to the Declaration of Rashid Khan

(“Khan Decl.”) and the exhibits thereto.

LEGAL ARGUMENT

I. THE COMPLAINT SHOULD BE DISMISSED BECAUSE THE AGREEMENT
CONTAINS AN ENFORCEABLE MANDATORY FORUM SELECTION CLAUSE.





USA Studios respectfully submits that the Court should dismiss the Complaint in its

entirety under Civil Rule 12(b)(6) because the Agreement that forms the basis of the parties’

446385_1

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 6 of 12



relationship, and upon which the causes of action set forth in the Complaint rely, see Khan Decl.

at ¶ 3, Ex. A, contains an enforceable mandatory forum selection clause.1 Specifically,

Paragraph 11(f) of the Agreement states, “[t]he interpretation and validity of this Agreement and

the Rights of the Parties shall be governed by New York law under the jurisdiction of New

York Court [sic].” See id. at ¶ 3, Ex. B (emphases added); see id. at ¶ 5.2



As a preliminary matter, USA Studios notes that the foregoing language constitutes a

mandatory, as opposed to a permissive, forum selection clause, given the use of the word “shall”

and the “clear language indicating that jurisdiction and venue are appropriate exclusively” in

New York. Provanzano, 827 F. Supp. 2d at 60 (citing Rivera v. Centro Medico de Turabo, Inc.,

575 F.3d 10, 17 (1st Cir. 2009); Summit Packaging Sys., Inc. v. Kenyon & Kenyon, 273 F.3d 9,

12 (1st Cir. 2001)); see also Stars for Art Production, 806 F. Supp. 2d at 445-446 (citing Rivera,

575 F.3d at 17). Accordingly, any argument by Extreme Reach that it agreed to New York as

one possible venue, as opposed to the only venue, for resolving disputes under the Agreement

should be rejected. See Khan Decl. at ¶ 3, Ex. B at ¶ 11(g) (integration clause).



It is well settled that forum selection clauses are deemed to be “prima facie valid.”

Carney, 2012 WL 1593161, at *2 (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10

(1972)); CondoDomain LLC v. Colantuoni, Civil Action No. 11-11446-RGS, 2011 WL 5027138,


1 In the First Circuit, a motion to dismiss a complaint that is based upon the presence of a contractual forum
selection clause is treated as a motion under Civil Rule 12(b)(6) alleging the failure to state a claim upon which
relief may be granted. Silva v. Encyclopedia Britannica, Inc., 239 F.3d 385, 387 (1st Cir. 2001); accord Provanzano
v. Parker View Farm, Inc., 827 F. Supp. 2d 53, 58 (D. Mass. 2011); Huffington v. T.C. Group, LLC, 685 F. Supp. 2d
239, 240 (D. Mass. 2010).

2 As this Court has discussed, federal common law and Massachusetts law treat forum selection clauses
“identically.” Carney v. Sibbersen, Civil Action No. 12-10184-RGS, 2012 WL 1593161, at *2 n.3 (D. Mass. May 7,
2012) (quoting Rooney v. Biomet, Inc., 63 F. Supp. 2d 126, 127 (D. Mass. 1999) (subsequent history omitted)). As
such, the Court need not decide whether the Agreement’s forum selection clause is “procedural,” and therefore
requires the application of federal law, or “substantive,” thus mandating the application of pertinent Massachusetts
or New York law. See id. (citing Rafael Rodriguez Barril, Inc. v. Conbraco Indus., Inc., 619 F.3d 90, 92 (1st Cir.
2010)); see also Provanzano, 827 F. Supp. 2d at 60 n.3; Stars for Art Production FZ, LLC v. Dandana, LLC, 806 F.
Supp. 2d 437, 445-446 (D. Mass. 2011) (citations omitted).

446385_1

2

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 7 of 12



at *1 (D. Mass. Oct. 21, 2011) (quoting Bremen, 407 U.S. at 10); Ad-A-Day Co., Inc. v. Xerox

Corp., Civil Action No. 10-11226-RGS, 2010 WL 3824118, at *1 (D. Mass. Sept. 28, 2010)

(quoting Bremen, 407 U.S. at 10). Such clauses are to be enforced “unless doing so would be

‘unreasonable’ under the circumstances,” Cross Roads R.V. Center, Inc. v. Textron Financial

Corp., 609 F. Supp. 2d 151, 153 (D. Mass. 2009) (quoting Bremen, 407 U.S. at 10), if there is

“some compelling and countervailing reason” why they should not be, Fadal Machining Centers,

LLC v. Compumachine, Inc., Civil Action No. 09-10629-RGS, 2009 WL 2508095, at *1 (D.

Mass. Aug. 14, 2009) (quoting Bremen, 407 U.S. at 12), or if enforcement “would contravene a

strong public policy of the forum in which suit is brought.” Provanzano, 827 F. Supp. 2d at 58

(citing Rivera, 575 F.3d at 18).3



In this matter, it would not be unreasonable to enforce the contractual choice of New

York as the forum for resolving disputes, even if doing so would result in some inconvenience to

Extreme Reach, which freely entered into the Agreement after negotiations between the parties

concerning its terms, see Khan Decl. at ¶ 6, for “a showing of inconvenience as to a foreign

forum would not be enough to hold a forum-selection clause unenforceable, especially if that

inconvenience was known or contemplated by the parties at the time of their agreement.” Royal

Bed & Spring Co., Inc. v. Famossul Industria e Comercio de Moveis Ltda., 906 F.2d 45, 49 (1st

Cir. 1990) (citing Bremen, 407 U.S. at 16); see also Somerville Auto Transport Service, Inc. v.

Automotive Finance Corp., 691 F. Supp. 2d 267, 274 (D. Mass. 2010) (enforcing forum selection

clause and noting plaintiff “should have foreseen the inconvenience imposed by litigating in an


3 Stated another way, “a court is required to enforce a duly-executed forum-selection clause unless the objecting
party can ‘clearly show that enforcement would be unreasonable and unjust, or that the clause was invalid for such
reasons as fraud or overreaching.’” Reder Enterprises, Inc. v. Loomis, Fargo & Co., 490 F. Supp. 2d 111, 114 (D.
Mass. 2007) (quoting Bremen, 407 U.S. at 15) (emphasis in original). Having negotiated the Agreement’s terms, see
Khan Decl. at ¶ 6, Extreme Reach cannot legitimately contend that the forum selection clause contained therein is
the product of fraud or overreaching on the part of USA Studios.

446385_1

3

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 8 of 12



Indiana forum at the time of contracting.”); Cross Roads R.V. Center, 609 F. Supp. 2d at 153.

Moreover, as this Court has noted, it is “incumbent on the party seeking to escape [its] contract

to show that trial in the contractual forum will be so gravely difficult and inconvenient that [it]

will for all practical purposes be deprived of [its] day in court.” Carney, 2012 WL 1593161, at

*2 (quoting Bremen, 407 U.S. at 15); see also Doe v. Seacamp Ass’n, Inc., 276 F. Supp. 2d 222,

226 (D. Mass. 2003). Holding Extreme Reach to its agreement to litigate in New York ought not

cause it much inconvenience, and ought not be so “gravely difficult,” as “New York is just a

shuttle trip away.” Nisselson v. Lernout, Civil Action No. 03-10843-PBS, 2004 WL 1630492, at

*4 (D. Mass. Jul. 21, 2004). It would not, therefore, be unreasonable to enforce the Agreement’s

mandatory forum selection clause.



In Nisselson and Doe, the Court identified the following additional factors that may be

considered when determining whether it would be unreasonable to enforce a forum selection

clause:

(i) the law governing the contract in question; (ii) the place of execution of the
contract; (iii) the place where the transactions have been or will be performed;
(iv) the availability of remedies in the contractually designated forum; (v) the
public policy of the plaintiff’s choice of forum state; (vi) the location of the
parties, convenience of witnesses and accessibility of evidence; (vii) the relative
bargaining power of the parties and the circumstances of their negotiations; (viii)
the presence of fraud or other undue influence; and (ix) the conduct of the parties.


Nisselson, 2004 WL 1630492, at *2 (citing Doe, 276 F. Supp. 2d at 225); Doe, 276 F. Supp. 2d

at 225 (citing D’Antuono v. CCH Computax Sys., Inc., 570 F. Supp. 708, 712 (D.R.I. 1983)).

USA Studios respectfully submits that consideration of these factors leads to the conclusion that

the Agreement’s forum selection clause must be enforced.



As to the first factor, the Agreement expressly states that its “interpretation and validity”

and the “Rights of the Parties” are to be governed by New York law. See Khan Decl. at ¶ 3, Ex.

446385_1

4

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 9 of 12



B at ¶ 11(f); see id. at ¶ 5. With respect to the second and third factors, USA Studios executed

the Agreement in New York and performed its obligations thereunder in New York. See Khan

Decl. at ¶ 6. Assuming that any one or more of the causes of action set forth in the Complaint is

meritorious—an assumption with which USA Studios strongly disagrees—a New York court

applying New York law can award Extreme Reach monetary damages, which is the only remedy

it seeks, thus satisfying the fourth factor. See, e.g., 34-35th Corp. v. 1-10 Industry Associates,

LLC, 103 A.D.3d 709, 959 N.Y.S.2d 519, 521 (2013) (citations omitted). In respect of the fifth

factor, USA Studios respectfully submits that this matter, which relates to a straightforward

contractual dispute between two business entities, implicates no Massachusetts public policy that

would require the Court to retain jurisdiction notwithstanding the Agreement’s forum selection

clause. The sixth factor similarly weighs in favor of enforcing the parties’ choice of forum, as

USA Studios, and all of its witnesses and evidence, are located in New York; moreover, as is

noted above, it would not be an inconvenience to require Extreme Reach to honor its agreement

to prosecute its causes of action in New York. As to the final factors, which consider the parties’

bargaining power, the circumstances surrounding their negotiations and their conduct, USA

Studios notes that Extreme Reach freely entered into the Agreement after negotiations between

the parties concerning its terms, see Khan Decl. at ¶ 6, and did so after having read it and

agreeing to be bound by its terms, see id. at ¶ 3, Ex. B at ¶ 11(g).



Based upon the foregoing, USA Studios respectfully submits that the Court “must, by

terms of the parties’ own [Agreement,] refuse further jurisdiction of” this action, Fadal

Machining Centers, 2009 WL 2508095, at *1, and should therefore enter an order granting the

Motion and dismissing the Complaint in its entirety pursuant to Civil Rule 12(b)(6).4


4 Upon such a motion, a court has the authority to dismiss an action pursuant to Section 1406(a) of Title 28 of the
United States Code, which provides in pertinent part that “[t]he district court of a district in which is filed a case

446385_1

5

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 10 of 12

II. IF THE COURT DECLINES TO DISMISS THE COMPLAINT IN ITS
ENTIRETY, IT SHOULD NEVERTHELESS DISMISS COUNT II OF THE

COMPLAINT FOR FAILURE TO STATE A CLAIM FOR RELIEF.

If the Court determines, notwithstanding the foregoing, that the Agreement’s forum






selection clause should not be enforced, USA Studios respectfully requests that the Court

nevertheless dismiss Count II of the Complaint under Civil Rule 12(b)(6) for failure to state a

claim for relief.

Under New York law, implicit in all contracts is a covenant of good faith and fair dealing

in the course of contract performance. See Dalton v. Educational Testing Serv., 87 N.Y.2d 384,

639 N.Y.S.2d 977, 663 N.E.2d 289, 291-292 (1995). Although breach of this covenant may give

rise to a claim of relief, see Granite Partners, L.P. v. Bear, Stearns & Co., 17 F. Supp. 2d 275,

305 (S.D.N.Y. 1998), there are limitations on its scope. The U.S. Court of Appeals for the

Second Circuit, applying New York law, has indicated that it is the “intent and reasonable

expectations” of parties entering into a given contract that fix the boundaries of the covenant of

good faith and fair dealing, provided that those expectations are consistent with the express terms

of the contract. Cross & Cross Props., Ltd. v. Everett Allied Co., 886 F.2d 497, 502 (2d Cir.

1989); see also Dalton, 87 N.Y.2d at 389, 639 N.Y.S.2d 977, 663 N.E.2d 289. Hence, the

purpose of the implied covenant of good faith is to further an agreement by protecting a promisee

against “breach of the reasonable expectations and inferences otherwise derived from the

agreement.” TVT Records and TVT Music, Inc. v. The Island Def Jam Music Group, 244 F.

Supp. 2d 263, 278 (S.D.N.Y. 2003). Such protection cannot exist in the absence of an

underlying valid contract. See Alter v. Bogoricin, No. 97 Civ. 0662, 1997 WL 691332, at *7

(S.D.N.Y. Nov. 6, 1997) (“[T]he covenant of good faith and fair dealing is not distinct from the


laying venue in the wrong division or district shall dismiss, or if it be in the interest of justice, transfer such case to
any district or division in which it could have been brought.” 28 U.S.C. § 1406(a) (emphasis added).

446385_1

6

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 11 of 12



underlying contract . . . ”); Murphy v. American Home Prods. Corp., 58 N.Y.2d 293, 461

N.Y.S.2d 232, 448 N.E.2d 86, 91 (1983).

Accordingly, “New York law . . . does not recognize a separate cause of action for breach

of the implied covenant of good faith and fair dealing when a breach of contract claim, based

upon the same facts, is also pled.” Harris v. Provident Life & Accident Ins. Co., 310 F.3d 73, 81

(2d Cir. 2002); see also Butvin v. DoubleClick Inc., No. 99 Civ. 4727, 2001 WL 228121, at *8

(S.D.N.Y. Mar. 7, 2001). Federal courts applying New York law have consistently dismissed

claims for breach of the implied covenant of good faith as “redundant where the conduct

allegedly violating the implied covenant is also the predicate for breach . . . of an express

provision of the underlying contract.” TVT, 244 F. Supp. 2d at 277; see also Alter, 1997 WL

691332, at *7 (“[E]very court faced with a complaint brought under New York law and alleging

both breach of contract and breach of a covenant of good faith and fair dealing has dismissed the

latter claim as duplicative”). Consequently, a breach of the implied covenant of good faith claim

can survive a motion to dismiss “only if it is based on allegations different than those underlying

the accompanying breach of contract claim.” Siradas v. Chase Lincoln First Bank, N.A., No. 98

Civ. 4028, 1999 WL 787658, at *6 (S.D.N.Y. Sept. 30, 1999). Moreover, where the relief

sought by the plaintiff in claiming a breach of the implied covenant of good faith is “intrinsically

tied to the damages allegedly resulting from the breach of contract,” Alter, 1997 WL 691332, at

*8, there is no separate and distinct wrong that would give rise to an independent claim.



Extreme Reach’s Complaint presents an eponymously extreme example with respect to

the positive identity of its breach of contract claim (Count I) and its breach of the implied

covenant of good faith and fair dealing claim (Count II). The two counts incorporate the

selfsame facts, see Complaint, ¶¶ 16, 23, reference the same written agreement, see Complaint,

446385_1

7

Case 1:13-cv-11678-RGS Document 13 Filed 09/18/13 Page 12 of 12



¶¶ 18-21, 24, and seek the same damages as a result of the same alleged conduct on the part of

USA Studios, see Complaint, ¶¶ 22, 26. Accordingly, under New York law, Count II should be

dismissed because the alleged breach of the implied covenant of good faith and fair dealing

merely duplicates the claim for alleged breach of contract.

CONCLUSION



For all of the foregoing reasons, and for any other reasons USA Studios may state on the

record at any hearing held in respect of the Motion, USA Studios respectfully requests that the

Court enter an order as follows: (a) granting the Motion; (b) dismissing the Complaint in its

entirety under Civil Rule 12(b)(6) or, failing that, dismissing Count II of the Complaint under

Civil Rule 12(b)(6) for failure to state a claim for relief; and (c) granting to USA Studios such

other and further relief as the Court deems just and proper.






















































Dated: September 18, 2013


















































UNITED SOURCES OF AMERICA, INC.

By its attorneys,


/s/ Steven C. Reingold
______________________________
Steven C. Reingold (BBO No. 638649)
Howard P. Blatchford, Jr. (BBO No. 045580)
Nicholas J. Rosenberg (BBO No. 657887)
JAGER SMITH P.C.
One Financial Center
Boston, Massachusetts 02111
telephone: (617) 951-0500
facsimile: (617) 951-2414
email: [email protected]



[email protected]
[email protected]

446385_1

8