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COMMONWEALTH
OF
MASSACHUSETTS
SUFFOLK,
ss.
SUPERIORCOURT
DEPARTMENT
BUSINESS
LITIGATION
SESSION
CIVIL
ACTION
NO.
O9—53
Q.L_S
WAYNECHANG,
and
THE
I2HUB
)
ORGANIZATION,
INC.,
)
Plaintiffs,
)
L
c-
V.
)
-.
CAMERON
WINKLEVOSS,
)
TYLER
WINKLEVOSS,DIVYA
NARENDRA,
)
HOWARDWINKLEVOSS,CONNECTU,
INC.
)
(f/k/aCONNECTULLC),SCOTT
R.
MOSKO,
)
and
FINNEGAN,
HENDERSON,FARABOW,
)
GARRETT
&
DUNNER
LLP,
))
Defendants.
)
COMPLAINT
Wayne
Chang(“Chang”)
andThei2hub
Organization,
Inc.
(“i2hub”)bring
this
actionagainstCameron
Winklevoss
andTyler
Winklevoss
(togetherthe“Winidevosses”),
Howard
Winiclevoss,
Divya
Narendra,
ConnectU,
Inc.
(f/k/aConnectU
LLC)
(hereinafter
“ConnectU”),Scott
R.
MoskoandFinnegan,
Henderson,
Farabow,Garrett
&
Dunner
LLP
(“Finnegan
LLP”.
to
recover
damages
for
the
defendants’
denial
g-fn1jnfff’c’
nwnrshjn
riphts
in
ConnectU
and
The
Winklevoss
Chang
Group,andfor
Mosko
and
FinneganLLP’s
iegligence
and
breach
of
duty
in
representing
Chang.
NATURE
OF
THE
ACTION
1.
In
November
2004,
ConnectUentered
into
a
memorandum
of
understanding
withChang
(the
“MOU”).
Pursuant
to
the
MOU.
Chan
obtained
a
15%
share
of
ConnectU
upon
the
completion
of
the
integration
of
i2hub’s
peer-to-peer
file
sharingsoftware
and
ConnectU’s
social
networkingwehsiteConnecti
Lcom
Chang
andthe
Winklevosses
also
proceeded
to
forr
thattheyshortly
thereafter
named
The
anr
(“WCG”),
through
which
Chang
and
the
Winklevosses
co
owned,
operated
and
developed
ConnectU
and
i2hub,
as
well
asseveral
otherinternet
properties
and
projects.
The
partiesagreed
that
Chang
held
a50%
interest
inWCG.By
February
2005,
Chang
and
i2hub
had
completed
the
integration
of
i2hub’s
peer-to-peer
filesharing
software
with
ConnectU.com
and,by
March2005,had
releasedthe
integratedsoftware,
providing
ConnectU
with
i2hub’s
assets,
including
thousands
of
its
users,
its
technology,
its
publicity
andits
reputation.
2.
Atthe
time
Changand
the
Wirikievosses
joined
forces,
ConnectU
was
involved
in
litigationagainst
MarkZuckerberg
and
Facebook,
thesocial
networking
site
Zuckerberg
founded,
ConnectULLC
v.
Mark
Zuckerberg
et
al.,
United
States
District
Court,
District
of
Massachusetts,
Civil
Action
No.
04-CV-111923
(the
“ConnectU
Litigation”).The
Winklevosses
allegedthat
Zuckerberg
misappropriated
ConnectU’s
trade
secrets
and
copyrighted
material
and
usedthem
to
startthe
competing
social
networking
site,
Facebook.
Chan
andthe
Winidevossesexpressly
agreed
that
the
litigationbetweenConnectU
and
Facebookwas
an
asset
of
ConnectU
and
an
asset
of
their
partnership,
WCG.
Chang
andthe
Winklevosses,
as
WCG,
later
developed
Social
Butterfly,
a
new
feature
of
theConnectU
website
that
enabled
its
users
to
importandconsolidate
their
information
located
on
other
social
networking
sites.
Onor
around
September
20,
2005,
Facebook
brought
an
actionaga
inst
theWinklevosses,ConnectU,Chang
andothers,
The
Facebook,,
Inc.
v.
ConnectULLC
et
aL,
Civil
Action
No.
105-
2
047381(Cal.Sup.Ct.,
SantaClaraCounty)(laterremoved
to
Federal
Court,
Civil
Action
No.
07-01389-JW)(N.D.CaL))(the
“Facebook
Litigation”),
allegingthat
theWinklevosses,
Changand
ConnectUused
Social
Butterfly
to
misappropriate
Facebook’sproprietaryinformation
and
user
data.
3.
The
Winklevosses
retained
defendantsMosko
and
thelaw
firm
Finnegan
LLPto
defend
Chan
in
connectionwith
the
Facebook
Litigation.
Mosko
and
Finnegan
LLPalso
represented
theWinklevosses,Howard
Winidevoss,
Divya
Narendra
and
ConnectU
in
thatlitigation.
Without
Chang’s
knowledge
of
materiallyrelevant
events
and
information,the
Winklevosses,
withtheassistance
of
Mosko
andhis
law
firm,
entered
intoa
sS
grnt”th
Facebook
to
resolve
all
of
the
pending
litigation,includingclaims
ConnectUhad
assertedagainst
Zuckerberg
and
Facebook.
Despite
thefact
that
Changwas
a
defendant
in
theFacebookLitigation
and
that
Mosko
wasChang’sattorney,Mosko
did
notdiscuss
with
Chang
relevant
information,
includingthe
details
of
thesettlement
4.
Pursuant
to
thesettlement,
the
Winklevosses,HowardWinklevoss
and
Divya
Narendratransferred
100%
of
ConnectU’scommonstock
to
Facebook.
in
exchange
for
the
oavment
of
cashandFacebook.
Inc.
common
stock.
As
a
result
of
Chang’s
interest
in
WCG,
he
is
entitled
to50%
of
the
proceeds
of
the
sale
of
ConnectU.
Alternatively,
Chang
is
entitled
to
15%
of
the
proceeds
pursuant
to
the
parties’
MOU.
Mosko
and
Finnegan
LLP
are
liable
to
Chang
for
theispira
with,
and
for
knowingly
and
actively
providing
substantialassistance
to,
the
other
defendants
in
depriving
Chang
of
his
rightful
interest
inthe
proceeds
of
the
Facebooksettlement
andfor
professionalnealinence
in
breach
of
their
dutyto
reoresentChang
as
hiscounsel.
3
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