You are on page 1of 46

Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 1 of 46 PageID #: 559

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION

THE BENTON RIDGE )


TELEPHONE COMPANY and )
W.A.T.C.H. TV COMPANY, d/b/a )
WATCH COMMUNICATIONS, )
)
Plaintiffs, ) Case No.: 1:21-cv-550-RLY-MJD
vs. )
)
GREG JARMAN, et al., )
)
Defendants. )
)
)
GRIT TECHNOLOGIES, LLC, GREG )
JARMAN, ROGER CRIBLEZ, TODD MOSBY )
and TOM KOLB, )
)
Counter-Plaintiffs, )
vs. )
)
THE BENTON RIDGE TELEPHONE )
COMPANY, W.A.T.C.H. TV COMPANY, d/b/a )
WATCH COMMUNICATIONS and )
CHRIS DANIELS, )
)
Counter-Defendants. )

ANSWER TO FIRST AMENDED COMPLAINT AND


AMENDED COUNTERCLAIM AND THIRD-PARTY COMPLAINT OF GRIT
TECHNOLOGIES LLC AND GREG JARMAN

Defendants and Counter-plaintiffs Grit Technologies LLC (“Grit”) and Greg Jarman

(“Jarman,” and together with Grit, “Defendants”), by their attorneys, state the following as (i) their

answer to the First Amended Complaint filed by The Benton Ridge Telephone Company (“Benton

Ridge” or “BRT”) and W.A.T.C.H. TV Company, d/b/a Watch Communications (“Watch,” and
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 2 of 46 PageID #: 560

together with Benton Ridge, “Plaintiffs”); (ii) their Amended Counterclaim against Watch and

Benton Ridge; and (iii) their Third-Party Complaint against Chris Daniels (“Daniels”):

INTRODUCTION AND NATURE OF THE CASE

1. This is an action involving blatant breaches of fiduciary duty, willful


misappropriation of trade secrets, and breach of contract.

Answer: Denied.

2. Claims include unfair competition and false designation of origin under Section
43(a) of the Lanham Act, 15 U.S.C. § 1125(a), unfair competition under common law, breach of
contract (confidentiality, fiduciary duty of loyalty, and competing during employment), violation
of the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq., and violation of the Defend
Trade Secrets Act of 2016, 18 U.S.C. § 1836.

Answer: Defendants admit that the Complaint purports to state the claims sets forth in this

Paragraph, but deny that it does so or that any such claims have merit.

3. BRTC seeks injunctive and monetary relief.

Answer: Defendants admit that the Complaint purports seek injunctive and monetary relief, but

deny that BRTC is entitled to such relief.

THE PARTIES

4. Benton Ridge is an Ohio corporation and parent company of Watch with its
principal place of business at 1805 N. Dixie Highway, Lima, Ohio 45801.

Answer: Admitted.

5. Watch is an Ohio corporation and 100% wholly owned subsidiary of Benton Ridge
with its principal place of business at 1805 N. Dixie Highway, Lima, Ohio 45801. Watch filed an
Application for Certificate of a Foreign Corporation with the Indiana Secretary of State on
September 21, 1995 and has a significant presence in Indiana.

Answer: Admitted.

6. Upon information and belief, Greg Jarman (“Jarman”), B. Todd Mosby (“Mosby”),
and Tom Kolb (“Kolb”) are citizens of Indiana.

Answer: Admitted.

123981030.1 2
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 3 of 46 PageID #: 561

7. Upon information and belief, GRiT Technologies, LLC (“GRiT”) is an Indiana


limited liability company with its principal place of business at 318 West Foster Heights Road,
Rushville, Indiana 46173.

Answer: Defendants admit that Grit is an Indiana limited liability company. The remaining

allegations of this paragraph are denied.

8. Upon information and belief, Roger Criblez (“Criblez”) is a principal and Chief
Executive Officer of GRiT and citizen of Ohio.

Answer: Admitted.

JURISDICTION AND VENUE

9. This Court has subject matter jurisdiction over this action pursuant to 15 U.S.C. §
1121 and 28 U.S.C. § 1367 because all supplemental state law claims arise out of the same case or
controversy as the federal claims over which this Court has original jurisdiction.

Answer: 15 U.S.C. § 1121 and 28 U.S.C. § 1367 speak for themselves, and Defendants deny any

allegation inconsistent with the language of the statutes. Answering further, this paragraph seeks

a legal conclusion and is therefore denied. Defendants deny that the Complaint states any state or

federal law claims, or that any of its claims have merit.

10. This action is one over which this Court has original jurisdiction under 28 U.S.C. §
1331 arising under the laws of the United States of America, specifically the provisions of the
Lanham Act, 15 U.S.C. § 1051, et seq.

Answer: 28 U.S.C. § 1331 and the Lanham Act, 15 U.S.C. § 1051, et seq. speak for themselves,

and Defendants deny any allegation inconsistent with the language of the statutes. Answering

further, this paragraph seeks a legal conclusion and is therefore denied. Defendants deny that the

Complaint states any state or federal law claims, or that any of its claims have merit.

11. This Court has personal jurisdiction over Jarman. Jarman is domiciled in this
District and this action arises from Jarman’s knowing and intentional breach of certain contractual,
common law, and statutory obligations owed to BRTC while acting within and causing injury
within this State and District. For example, Jarman misappropriated documents, things, and ideas,
and solicited customers from BRTC while living and working in Indiana.

123981030.1 3
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 4 of 46 PageID #: 562

Answer: Defendants admit that this Court has personal jurisdiction over Jarman and that he is

domiciled in this District. All other allegations of this paragraph are denied.

12. This Court has personal jurisdiction over Mosby. Mosby is domiciled in this
District and this action arises from Mosby’s knowing and intentional breach of certain common
law and statutory obligations owed to BRTC while acting within and causing injury within this
State and District. For example, Mosby misappropriated documents, things, and ideas, and
solicited customers from BRTC while living and working in Indiana.

Answer: Defendants admit that this Court has personal jurisdiction over Mosby and that he is

domiciled in this District. All other allegations of this paragraph are denied.

13. This Court has personal jurisdiction over Kolb. Kolb is domiciled in this District
and this action arises from Kolb’s knowing and intentional breach of certain contractual, common
law, and statutory obligations owed to BRTC while acting within and causing injury within this
State and District. For example, Kolb misappropriated documents, things, and ideas, and solicited
customers from BRTC while living and working in Indiana.

Answer: Defendants admit that this Court has personal jurisdiction over Kolb and that he is

domiciled in this District. All other allegations of this paragraph are denied.

14. This Court has personal jurisdiction over GRiT because it is a limited liability
company organized under the laws of Indiana, has its principal place of business in Indiana,
maintains an office, carries on a business venture, and has committed tortious acts in Indiana.

Answer: Defendants deny that Grit committed tortious acts in Indiana. All other allegations of

this paragraph are admitted.

15. This Court has personal jurisdiction over Criblez. Criblez is a principal and Chief
Executive Officer of GRiT, an Indiana limited liability company, and this action arises from
Criblez’s knowing and intentional breach of certain contractual, common law, and statutory
obligations owed to BRTC while acting within and causing injury within this State and District.
For example, Criblez misappropriated documents, things, and ideas, and solicited customers from
BRTC while operating a business located in Indiana.

Answer: Defendants admit that this Court has personal jurisdiction over Criblez and that Criblez

is a principal and Chief Executive Officer of Grit. All other allegations of this paragraph are

denied.

16. Pursuant to 28 U.S.C. § 1391(b)(2), venue is proper in this District in that a


substantial part of the events or omissions giving rise to this action occurred in this District.

123981030.1 4
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 5 of 46 PageID #: 563

Further, trade secrets and other proprietary information misappropriated by Defendants were
created in this District. Additionally, Defendants Jarman, Kolb, and Mosby are residents of this
District as defined in 28 U.S.C. § 1391(b)(1).

Answer: Defendants admit that Jarman, Kolb and Mosby are residents of this District, and that

venue is proper in this District. All other allegations of this paragraph are denied.

FACTUAL BACKGROUND

17. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above

as if fully set forth herein.

BRTC’s Proprietary Information and Trade Secrets

18. Benton Ridge, in its capacity as the parent of Watch, and its other subsidiaries,
controls numerous aspects of Watch’s operations, including but not limited to, payroll, Human
Resources, financial decisions and control, company policies, etc. Benton Ridge also is an Internet
Service Provider (“ISP”) to a limited area in Ohio.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning BRT’s control over Watch, and therefore deny the same. The remaining

allegations of this Paragraph are admitted.

19. All Benton Ridge employees and employees of its subsidiaries share a common
personnel policy handbook. The handbook is titled “Benton Ridge Telephone Company and the
BRT Companies Handbook.” BRT Companies refers to Watch and Benton Ridge’s other
subsidiaries.

Answer: The “Benton Ridge Telephone Company and the BRT Companies Handbook” speaks

for itself, and Defendants deny any allegation inconsistent with the language of the document.

Answering further, the document is not attached as an exhibit and Defendants therefore lack

knowledge or information sufficient to form a belief about the truth of the allegations concerning

it, and therefore deny the same. Defendants lack knowledge or information sufficient to form a

belief about the truth of the remaining allegations of this Paragraph, and therefore deny the same.

123981030.1 5
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 6 of 46 PageID #: 564

20. Watch is largely engaged in the business of providing broadband Internet service
and related services to consumers and enterprise customers in rural areas of Ohio, Indiana, Illinois,
and Kentucky, through partnerships with Original Equipment Manufacturers (“OEM”), Industrial
Service Organizations, Technology Solutions Providers, Agricultural Cooperatives, Electric
Cooperatives, State and Local Government Agencies, Non-Profit Organizations, Real Estate
Investment Trusts, and Tower Service Corporations.

Answer: Defendants admit Watch is largely engaged in the business of providing broadband

Internet access and related services to consumers and enterprise customers in rural areas of Ohio,

Indiana, Illinois, and Kentucky. Defendants lack information sufficient to form a belief about the

truth of the remaining allegations in this Paragraph, and therefore deny the same.

Jarman and Southern Networks

21. Jarman was hired by BRTC in February 2014.

Answer: Denied.

22. From February 2014 to April 2016, Jarman acted as Watch’s Indiana Technology
Manager. From April 2016 to March 2018, Jarman acted as Watch’s Chief Technology Officer. In
March 2018, BRTC Board of Directors elected Jarman to the positions of Vice President of
Operations and Chief Operating Officer for Benton Ridge. In December 2018, Jarman was elected
Chief Operating Officer for Benton Ridge and all of its subsidiaries, including Watch. In December
2019, Jarman was elected Vice President of Operations and Chief Operation Officer for all of the
subsidiaries, including Watch.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegation that Jarman was “elected” to any position, and therefore deny the same. Defendants

deny that Jarman was “Chief Operating Officer,” “Chief Operation Officer,” or Vice President of

Operations for all of Benton Ridge’s subsidiaries. The remaining allegations of this paragraph are

admitted.

23. In February 2019, Jarman was working on a project with partner companies “SS”
and “BPC” with the purpose of saving BPC’s 700MHz spectrum holdings in Indiana from loss due
to lack of use. In March 2019, SS notified Jarman that BPC required assistance in Tennessee for
the same purpose. Jarman approached Ken Williams (“Williams”), BRTC President and Chief
Executive Officer, regarding the opportunity and Williams instructed Jarman that Watch was not
interested in the Tennessee project at that time since Watch did not have a presence in Tennessee.

123981030.1 6
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 7 of 46 PageID #: 565

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegation concerning Williams’ title in March 2019, and therefore deny the same. The

remaining allegations of this paragraph are admitted.

24. On or about April 8, 2019, Jarman presented the opportunity to the BRTC Board
of Directors but did not mention Tennessee.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegation concerning the date of the presentation, and therefore deny the same. The remaining

allegations of this paragraph are admitted.

25. Sometime in May, Jarman represented to Williams that he had brokered a deal
wherein Watch was receiving a 10% commission for Jarman’s assistance in brokering a deal
between SS, BPC, and Southern Networks (“Southern”), which enabled SS and BPC to avoid the
loss of BPC’s 700MHz spectrum holdings in Tennessee. Jarman reassured Williams that Watch’s
only role in this transaction was in connecting the three aforementioned businesses to facilitate the
spectrum save in Tennessee.

Answer: Admitted.

26. On or about June 15, 2019, Watch received a check for $45,000.00 from BPC for
the project in Tennessee.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations of this paragraph, and therefore deny the same.

27. On or about June 17, 2019, Jarman presented Williams with an invoice in the
amount of $40,500 from Southern. Jarman explained that the invoice represented the 90% of the
funds to be distributed to Southern, a Tennessee based company, and that Watch was entitled to
the remaining 10%.

Answer: The allegations of the first sentence are denied. The remaining allegations of this

paragraph are admitted.

28. Traditionally, in a transaction of this nature, Watch would wire funds or mail a
check to the receiving company. However, Jarman insisted that Southern needed payment
immediately and that he personally hand-deliver the check to a Southern representative in
Tennessee. A check dated June 17, 2019 was made payable to Southern and was picked up by
Jarman on June 18, 2019. Jarman’s sense of urgency and the nature of the request raised alarms
with Williams.

123981030.1 7
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 8 of 46 PageID #: 566

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in the first sentence, and therefore deny the same. Defendants deny that Jarman

“insisted” on the need for payment immediately or that he had any sense of urgency, but admit that

Jarman informed accounts payable that the vendor Telepage needed payment to cover its costs

incurred on behalf of Southern in the project. Defendants lack knowledge or information sufficient

to form a belief about the truth of the allegation that Williams was alarmed or why, and therefore

deny the same.

29. Amid concerns of impropriety, Williams contacted Chris Daniels (“Daniels”),


newly hired President and Chief Executive Officer of BRTC. Daniels questioned Jarman about the
transaction and asked Jarman to provide details and a copy of the agreement with Southern. Jarman
provided the contract with BPC and a contract with Southern.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in the first sentence of this paragraph, and therefore deny the same. The remaining

allegations of this paragraph are admitted.

30. Jarman and Daniels travelled together from June 19-21, 2019 for BRTC business
meetings and events in Evansville, Indiana and St. Louis, Missouri.

Answer: Admitted.

31. On June 20, 2019, Williams attempted to place a hold on the check, but was
informed by the bank that it had cleared Watch’s account the previous day.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations of this paragraph, and therefore deny the same.

32. Prior to this, BRTC had been told by Jarman that it had no business or contractual
relationship with a Tennessee organization. The contract with Southern created the very
relationship BRTC representatives had instructed Jarman to avoid.

Answer: Denied.

33. No longer trusting Jarman’s judgment or explanation of the business relationship,


BRTC representatives researched Southern. The limited information available indicated that
Southern was a limited liability company organized at Jarman’s brother-in-law’s home address.
Daniels confronted Jarman with the new information. Jarman acknowledged that Southern was in

123981030.1 8
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 9 of 46 PageID #: 567

fact owned by his brother-in-law, but informed Daniels that nothing unscrupulous had taken place
and that all parties in the contractual agreement (BPC, SS and Southern) had accomplished the
intended goal of the agreement. Daniels also confronted Jarman with the fact that the check was
made payable to Southern, a Tennessee LLC, but was deposited in a bank account in Jarman’s home
town in Southern Indiana within twenty-four (24) hours of being issued. Jarman explained that he
had deposited the check into an account for Southern at a national bank before joining Daniels on
the BRTC business trip on June 19, 2019. Jarman reassured Daniels he had no personal ties to
Southern and had gained no personal benefit from the transaction.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations of the first sentence of the paragraph or the assertion that there was “limited

information available,” and therefore deny the same. Defendants admit that Daniels asked Jarman

about Southern and that Southern was a limited liability company organized at Jarman’s brother-

in-law’s home address. Defendants deny that Jarman told Daniels that Southern was owned by his

brother-in-law. Defendants do not recall whether Jarman told Daniels that “nothing unscrupulous

had taken place and that all parties in the contractual agreement (BPC, SS and Southern) had

accomplished the intended goal of the agreement.” Defendants deny that Daniels confronted

Jarman with the fact that the check was made payable to Southern or was deposited in a bank

account in Jarman’s home town in Southern Indiana within twenty-four (24) hours of being issued,

and Defendants further deny that the check was so deposited. Defendants admit that Jarman told

Daniels that he had deposited the check into an account for Southern at a national bank before

joining Daniels on the BRTC business trip on June 19, 2019 and that it was not deposited into

Jarman’s account. The remaining allegations of this paragraph are denied.

34. As a result of the transaction with Southern, and the deception surrounding it, on
or about September 30, 2019, Jarman was removed from his roles as Chief Technical Operator and
Chief Operating Officer and assigned to the role of Chief Development Officer (“CDO”).

Answer: Defendants deny that there was any “deception surrounding” any transaction.

Defendants lack knowledge or information sufficient to form a belief about the truth of the

allegations concerning what resulted from the transaction with Southern, and therefore deny the

123981030.1 9
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 10 of 46 PageID #: 568

same. Defendants admit that Jarman was reassigned to the role of CDO, but deny that he was

Chief Technical Operator at that time.

35. As CDO, Jarman focused on business development, including managing strategic


partnerships and creating new revenue streams. While working with BRTC, Jarman established
relationships with partners including Microsoft, Land O’ Lakes, agricultural cooperatives, rural
electric cooperatives, and providers of agricultural Internet of Things (“IoT”) solutions. Jarman
was also instructed that he was no longer authorized to execute documents on behalf of BRTC and
that doing so would result in his termination.

Answer: Defendants deny that Jarman established relationships with any entity he knew to be a

provider of agricultural Internet of Things solutions. Defendants deny that Jarman was instructed

that he was no longer authorized to execute documents on behalf of BRTC or that doing so would

result in his termination. The remaining allegations of this paragraph are admitted.

Jarman’s Relationship with Criblez, Kolb, Mosby and GRiT Technologies

36. GRiT is a limited liability company organized with the Indiana Secretary of State
on July 23, 2020. The founding members of GRiT were Criblez and Mosby.

Answer: Admitted.

37. Criblez was a former accountant and Controller of BRTC. Criblez’s employment
with BRTC ended in January 2020.

Answer: Defendants admit that Criblez was a former accountant and Controller of Benton Ridge,

and that his employment with Benton Ridge ended in January 2020. All remaining allegations of

this Paragraph are denied.

38. Mosby was formerly the Chief Operating Officer of Sit-Co Solutions, LLC (“Sit-
Co”), a company BRTC acquired out of bankruptcy in 2019. Kolb was the owner and President of
Sit-Co at the time of BRTC’s acquisition.

Answer: Upon information and belief based in part upon Plaintiffs’ prior allegation that Watch

acquired Sit-Co, the allegations that BRTC acquired Sit-Co are denied. The remaining allegations

of this Paragraph are admitted.

39. BRTC takes its confidential and proprietary information very seriously.

123981030.1 10
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 11 of 46 PageID #: 569

Answer: Denied.

40. When BRTC acquired Sit-Co, it also brought Kolb on as an employee. As is


common and lawful in a purchase agreement wherein an officer/owner is carried over into the new
company, Kolb signed a broad confidentiality agreement to preserve the goodwill of Sit-Co after
the purchase. (See attached Exhibit A, Kolb Employment Agreement.) Kolb’s employment with
BRTC ended in April 2020 when he signed a Separation Agreement and General Release which
contained a sub-section devoted to Confidential/Proprietary information. (See attached Exhibit B,
Kolb Separation Agreement and General Release.)

Answer: Defendants deny that Benton Ridge acquired Sit-Co, that Benton Ridge brought Kolb

on as an employee, or that Kolb signed a Separation Agreement and General Release with Benton

Ridge. Defendants admit that Watch brought Kolb on as an employee upon the acquisition of Sit-

Co; that Kolb signed the agreement attached to the Complaint as Exhibit A; and that Kolb signed

the agreement attached to the Complaint as Exhibit B. These agreements speak for themselves,

and Defendants deny any allegation inconsistent with the language of the agreements, including

but not limited to the allegation that Kolb signed Exhibit B in April 2020 and Plaintiffs’

characterization of the contents and purpose of both agreements. Defendants lack knowledge or

information sufficient to form a belief about the truth of the allegation that the agreement attached

as Exhibit A is common and therefore deny the same. The allegation that Exhibit A is lawful seeks

a legal conclusion and is therefore denied.

41. Jarman, Criblez, and Kolb all signed an acknowledgement and receipt of the
company handbook which states, in relevant part:

I am aware that during the course of my employment, confidential information


will be made available to me (i.e. product designs, marketing strategies, customer
lists, pricing policies and other related information). I understand that this
information is critical to the success of Benton Ridge Telephone Company and
BRT Companies and must not be given out or used outside Company premises or
with non-Company employees. In the event of termination of employment,
whether voluntary or involuntary, I hereby agree not to utilize or exploit this
information with any other individual or company.

(See attached Exhibit C, Jarman Receipt and Acknowledgement; Exhibit D, Kolb Receipt and
Acknowledgement; Exhibit E, Criblez Receipt and Acknowledgement).

123981030.1 11
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 12 of 46 PageID #: 570

Answer: Defendants admit that Jarman, Kolb and Criblez signed the documents attached as

Exhibits C, D and E respectively. These documents speak for themselves, and Defendants deny

any allegations inconsistent with the language of these documents.

42. In addition, at the onset of their employment with BRTC, Jarman, Criblez, and Kolb
all signed a more detailed and expansive Agreement Regarding Confidential Information and Non-
Solicitation, which refers to Benton Ridge throughout. (See attached Exhibit F, Jarman Agreement
Regarding Confidential Information; Exhibit G, Kolb Agreement Regarding Confidential
Information; Exhibit H, Criblez Agreement Regarding Confidential Information).

Answer: Defendants admit that Jarman, Kolb and Criblez signed the documents attached as

Exhibits F, G and H respectively. These documents speak for themselves, and Defendants deny

any allegations inconsistent with the language of these documents, specifically including

Plaintiffs’ characterization of the same. All remaining allegations of this paragraph are denied.

43. Upon his termination, Criblez also signed a Separation Agreement and General
Release which contained a sub-section devoted to Confidential/Proprietary information. (See
attached Exhibit I, Criblez Separation Agreement and General Release).

Answer: Defendants admit that Criblez signed the document attached as Exhibit I. This document

speaks for itself, and Defendants deny any allegations inconsistent with the language of the

document.

44. Jarman, Kolb and Criblez breached the aforementioned confidentiality agreements
by utilizing BRTC’s confidential and proprietary information to gain access to BRTC’s product
designs, marketing strategies, customer lists, partner lists, pricing policies, and other related
information to the detriment of BRTC and the benefit of the Defendants in forming and operating
a competing business (GRiT).

Answer: Denied.

45. According to GRiT’s website, Criblez currently serves as its Chief Executive
Officer, Mosby serves as Vice President and Chief Marketing Officer, and Kolb as Chief
Development Officer.

Answer: Admitted.

46. By nature of his history with Sit-Co, Mosby was intimately familiar with BRTC’s
business model and operations. Jarman, Criblez and Kolb disseminated BRTC’s confidential and
proprietary information to Mosby. Mosby was fully aware that Jarman was an Officer of BRTC

123981030.1 12
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 13 of 46 PageID #: 571

and dissemination of this information was unlawful as Mosby held similar roles with Sit-Co.
Nevertheless, Mosby took BRTC’s confidential and proprietary information and utilized it to form
a competing corporation (GRiT).

Answer: Denied.

47. GRiT’s website states that it is an ISP and provides broadband services and IoT
solutions with a focus on rural internet services.

Answer: Grit’s website speaks for itself, and Defendants deny any allegations inconsistent with

the language of the website. Defendants specifically deny that Plaintiffs have accurately quoted

the website.

48. In early December 2020, a BRTC partner reached out to Jarman for assistance in
expanding their fiber optic services in Ohio. On December 4, 2020, in response to the request
Jarman, using his Watch email, stated to the partner:

Knowing where your fiber is going – I would like to introduce you to Roger
Criblez. I have not shared your information but thought he would be supportive
and would also send a letter. Feel free to reach out to Roger directly.

Jarman then copied Criblez at his GRiT email, thereby sharing the partner’s information, and
forwarded the correspondence to his (Jarman’s) private email account.

Answer: Defendants deny the allegations of the first sentence of this Paragraph. Answering

further, Jarman sent the referenced email in response to a request for (1) a letter of support to the

Public Utility Commission of Ohio from an entity seeking certain approvals from that

Commission, and (2) referrals to any other company that might be willing to provide a similar

letter of support. Moreover, upon information and belief, the requesting entity was not a BRTC

partner. It did not seek to engage BRTC to provide it any service, nor did it seek to provide any

service to BRTC.

49. Jarman did not notify the partner that Criblez was with GRiT. Instead, he alluded
that Criblez could assist with the needs that the partner was seeking from BRTC.

Answer: Denied.

50. BRTC became concerned about Jarman’s potential involvement in GRiT due to
several factors including, but not limited to: Jarman’s close and personal relationship with Criblez;

123981030.1 13
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 14 of 46 PageID #: 572

Jarman’s discussion with Diamond Ventures that he would not be with BRTC for much longer;
Jarman’s inclusion of GRiT in the Diamond Ventures opportunity; and Criblez and Mosby’s lack
of technical expertise in rural broadband or IoT services. In addition, BRTC noted the direct
parallels between the GRiT and BRTC business models and Jarman’s duties as Watch’s CDO.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations regarding what BRTC was concerned about or noted, and therefore deny the same.

Defendants further deny that there are direct parallels between the Grit and BRTC business models

or Jarman’s previous role as an acting Chief Development Officer; that Jarman discussed with

Diamond Ventures that he would not be with BRTC for much longer; or that Criblez and Mosby

lack technical expertise in rural broadband or IoT services.

51. Daniels confronted Jarman about the presentation provided to Diamond Ventures
and Jarman’s involvement with GRiT. Jarman admitted that he was assisting GRiT in finding
opportunities outside of BRTC’s geographical area of focus, but that he was helping Criblez as a
friend and had no further involvement with GRiT. At this time, Daniels did not know that Jarman
had incorporated GRiT at his home address.

Answer: Defendants admit that Daniels confronted Jarman about the presentation provided to

Diamond Ventures. Defendants lack knowledge or information sufficient to form a belief about

the truth of the allegations regarding what Daniels did not know, and therefore deny the same.

Defendants specifically deny that “Jarman had incorporated GRiT at his home address.” All

remaining allegations of this paragraph are denied.

52. On or about September 3, 2020, Daniels instructed Jarman not to include Criblez
or GRiT in any future business opportunities with BRTC. Jarman indicated that he agreed, but
deceptively continued to do the same.

Answer: Defendants admit that on or about September 3, 2020, Daniels instructed Jarman not to

include Criblez or GRiT in any future business opportunities with BRTC and that Jarman agreed.

All remaining allegations of this paragraph are denied.

BRTC Discovers Jarman’s Disloyalty as an Officer/Employee

53. In September 2020, BRTC learned that Jarman had been working on a joint venture
with Diamond Ventures and Microsoft.

123981030.1 14
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 15 of 46 PageID #: 573

Answer: Denied.

54. On or about June 17, 2020, Jarman presented a PowerPoint to Diamond Ventures
outlining the proposed venture with Microsoft. The presentation mentioned the involvement of a
service provider called “GRiT”.

Answer: Defendants admit that Jarman presented a PowerPoint to Diamond Ventures outlining a

proposed venture between Watch and Microsoft, and that the presentation mentioned Grit’s

involvement.

55. The President of Diamond Ventures reached out to Daniels with concerns about
Jarman and shared that Jarman expressed to Diamond Ventures he would not be working with
BRTC much longer.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations regarding the President of Diamond Ventures’ communications with Daniels, and

therefore deny the same. Defendants specifically deny that Jarman expressed to Diamond

Ventures he would not be working with BRTC much longer.

56. In January 2021, BRTC discovered that GRiT’s Articles of Organization include
Jarman’s personal residence as its principal office address, commonly known as 318 West Foster
Heights Road, Rushville, Indiana 46173.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in this Paragraph, and therefore deny the same.

57. Subsequently, BRTC learned that Jarman was holding himself out as a GRiT
principal to Hometown Cable of Coldwater, Michigan. Further, Jarman, acting as a GRiT
principal, had planned additional meetings with Hometown in the future.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations regarding what BRTC purportedly learned, and therefore deny the same.

Defendants admit that Jarman planned meetings with Hometown Cable to take place after he

resigned from BRT, but deny that Hometown is “of Coldwater, Michigan.”

58. As a result, BRTC planned to terminate Jarman, but on January 20, 2021, Jarman
sent an email to Daniels resigning from his job at BRTC. Shortly thereafter, Jarman accepted a

123981030.1 15
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 16 of 46 PageID #: 574

position with Wabash Heartland Innovation Network (“WHIN”). WHIN is a partner/customer of


BRTC.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning what BRTC planned or why, and therefore deny the same. Defendants

deny that Jarman was employed by Watch. Defendants admit that Jarman sent a resignation email

to Daniels on January 20, 2021, that Jarman accepted a position with WHIN, and that WHIN is a

partner/customer of BRTC.

59. WHIN has an ongoing contractual relationship with BRTC. In his new role at
WHIN, Jarman is now attempting to interfere with the contractual relationship between BRTC and
WHIN.

Answer: Defendants admit that WHIN has an ongoing contractual relationship with Watch. The

remaining allegations of this paragraph are denied.

60. Following Jarman’s resignation, BRTC reviewed Jarman’s work calendar and
email. Jarman’s Watch email and calendar show that he was involved with and sharing BRTC
information with GRiT as early as May 2020. On numerous occasions, while employed by BRTC,
Jarman forwarded emails from his Watch email account to Mosby at GRiT. The emails contained
proprietary information related to BRTC partner/customers including Microsoft, Land O’ Lakes,
and potential acquisitions. Mosby was fully aware of the confidential and proprietary nature of the
information unlawfully being disseminated from an officer of BRTC.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning what BRTC reviewed, and therefore deny the same. The remaining

allegations of this paragraph are denied.

61. All BRTC employees, including Jarman, sign an acknowledgement agreeing to the
BRTC policies, including the “Outside Activities” policy, which states, in relevant part, as follows:

No employee while employed by the BRT Companies may take an outside job,
either for pay or as a donation of his or her personal time, with a customer or
competitor or Benton Ridge Telephone Company and BRT Companies. An
employee may not do work on their own if it competes in any way with the sales
of products or services we provide our customers.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning what all BRTC employees sign, and therefore deny the same.

123981030.1 16
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 17 of 46 PageID #: 575

Defendants deny that Jarman was employed by Watch. Defendants do not have access to a copy

of BRTC policies, and therefore lack knowledge or information sufficient to form a belief about

the truth of the remaining allegations of this paragraph, which are denied.

62. During Jarman’s employment, BRTC paid travel expenses for Jarman to travel to
several states. BRTC later discovered that Jarman was engaged in GRiT business on these trips.

Answer: Defendants deny that Jarman was employed by Watch. Defendants lack knowledge or

information sufficient to form a belief about the truth of the allegations concerning what entity

paid travel expenses for any trip, and therefore deny the same. The remaining allegations of this

paragraph are denied.

63. Upon information and belief, Jarman not only planned to form his own competing
business while an officer/employee of BRTC, he actually began competing with and soliciting
BRTC’s partners/customers for GRiT while still acting as an officer of BRTC.

Answer: Denied.

64. Jarman linked his personal calendar with his BRTC calendar, indicative of his
intentional deception. There were at least two calendar entries per week, during normal business
hours, wherein Jarman was engaging in business operations intended to benefit GRiT. Jarman
would code these entries on his BRTC calendar to avoid detection and spell them out clearly on
his personal calendar. Many of these entries included incorporating GRiT into BRTC business.

Answer: Defendants admit that Jarman linked his personal calendar with his work calendar. All

remaining allegations of this paragraph are denied.

65. Additionally, upon Jarman’s resignation, BRTC discovered Southern’s Articles of


Incorporation and learned that Southern was formed by Jarman. Southern’s officers were Jarman’s
wife and children. Other emails discovered in Jarman’s BRTC email indicated that Jarman had
received additional funds for the same transaction which were never disclosed to BRTC.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning what BRTC has “discovered,” and therefore deny the same. The

remaining allegations of this paragraph are denied.

66. Despite having frequent conversations with BRTC management, Jarman never
voluntarily disclosed his activities that were for his personal gain, as well as the gain of GRiT and
the remaining Defendants, to BRTC’s detriment.

123981030.1 17
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 18 of 46 PageID #: 576

Answer: Denied.

67. Since Jarman’s departure, BRTC has learned from their partners that Jarman and
other GRiT representatives led BRTC’s partners to believe that GRiT was also a partner or
otherwise affiliated with BRTC. Jarman, GRiT, and the remaining Defendants used BRTC’s
goodwill to BRTC’s detriment in establishing competing relationships with these partners.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations concerning what BRTC “has learned,” and therefore deny the same. The remaining

allegations of the paragraph are denied.

68. For example, Jarman used BRTC’s partnership with Microsoft to establish GRiT
as a Microsoft partner in Northern Ohio, Northern Indiana, Northern Illinois, and Wisconsin.
Jarman pursued opportunities with Microsoft and Land O’ Lakes, representing that GRiT and other
partners were aligned with BRTC for activities in Wisconsin and Pennsylvania. Further, Jarman
travelled to meet with Land O’ Lakes representatives and their partners to develop business for
GRiT at BRTC’s expense. As a result, Jarman conducted a meeting between GRiT and Land O’
Lakes on January 22, 2021 during which GRiT presented their proposal to deploy broadband and
related services for Land O’ Lakes in Eastern Wisconsin.

Answer: Defendants admit that Jarman attended a meeting with Land O’ Lakes on January 22,

2021 at which Grit presented a proposal to deploy broadband and related services for Land O’

Lakes in Eastern Wisconsin. The remaining allegations of the paragraph are denied.

69. As recently as February 24, 2021, Daniels received a phone call from a long-
standing partner of BRTC expressing concern. The partner had reached out to Jarman believing
that Jarman was still employed by BRTC. The partner described to Jarman an opportunity in
Central Ohio and another in Northeast Ohio to determine whether BRTC would be interested in
pursuing them. The partner disclosed that at the conclusion of the meeting he was asked to sign a
document with a GRiT logo and at that time came to realize that Jarman was no longer a
representative of Watch. Jarman introduced Mosby to the partner. The partner further disclosed
that Mosby arranged a meeting with the partner that included Jarman, Criblez, and Kolb. The
partner was confused as to whether GRiT and BRTC were affiliated or one in the same. The
individual Defendants acted in concert to deceive the partner.

Answer: Defendants deny that individual Defendants acted in concert to deceive anyone.

Defendants lack knowledge or information sufficient to form a belief about the truth of the

remaining allegations in this paragraph, and therefore deny the same.

123981030.1 18
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 19 of 46 PageID #: 577

70. Upon information and belief, GriT currently partners with at least two of BRTC’s
largest competitors offering services provided by BRTC.

Answer: Defendants object to this paragraph as vague and ambiguous. Subject to and without

waiving the foregoing objection, and based upon their understanding of the allegation, Defendants

admit that Grit currently provides consulting services to a competitor of Watch. Defendants deny

that Grit offers services provided by BRTC, but admit that the competitor does offer services

provided by Watch.

71. BRTC sent Jarman a cease and desist letter dated January 21, 2021.

Answer: Admitted.

72. BRTC sent Criblez, Mosby, Kolb, and GRiT cease and desist letters dated January
25, 2021.

Answer: Admitted

73. To date, the Defendants have not ended their unlawful activities.

Answer: Defendants deny that any such unlawful activities have taken place, or are taking place.

74. Upon information and belief, Defendants’ acts are willful with the deliberate intent
to trade on goodwill generated by BRTC, cause confusion and deception in the marketplace, and
divert potential sales of BRTC’s services to the Defendants.

Answer: Denied.

75. Defendants’ acts are causing, and unless restrained, will continue to cause damage
and immediate irreparable harm to BRTC and to its valuable reputation and goodwill with the
consuming public for which BRTC has no adequate remedy at law.

Answer: Denied.

Count One – Trademark Infringement, False Designation of Origin, and Unfair


Competition Pursuant to 15 U.S.C. § 1125(a)
(Against Defendants Jarman and GRiT)

76. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

123981030.1 19
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 20 of 46 PageID #: 578

Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above

as if fully set forth herein.

77. Although unregistered, BRTC is entitled to protection under Section 43(a) of the
Lanham Act for its use of the names “The Benton Ridge Telephone Company” “Watch” and
“Watch Communications” (collectively, the “Mark” as referred to in this Count), in connection
with broadband Internet access and related services. The Mark is arbitrary and inherently
distinctive in connection with the services BRTC provides.

Answer: Section 43(a) of the Lanham Act speaks for itself, and Defendants deny any allegation

inconsistent with the language of the Act. Answering further, this paragraph seeks a legal

conclusion and is therefore denied.

78. Jarman’s unauthorized use of BRTC’s Mark as alleged herein constitutes false
designation of origin in violation of Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a). To
state a claim for false designation of origin, a plaintiff must plead that the defendant: (1) used a
designation1; (2) in commerce; (3) in connection with goods or services; (4) where the designation
was likely to cause confusion, mistake, or deception as to the affiliation, connection, or association
of the defendant with another person, or as to the origin, sponsorship, or approval of defendant’s
goods, services, or commercial activities by another person; and (5) the plaintiff suffered damages
as a result.

Answer: Defendants deny the allegations in the first sentence of this Paragraph. Answering

further, Section 43(a) of the Lanham Act speaks for itself, and Defendants deny any allegation

inconsistent with the language of the Act. The remainder of this paragraph seeks a legal conclusion

and is therefore denied.

79. The Mark is used or displayed by BRTC in the sale or advertising of BRTC’s
provision of broadband Internet access and related services to consumers and enterprise customers
when such services are rendered in interstate commerce. The services are provided in a way
sufficiently public to identify or distinguish BRTC’s services to the public.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the remaining allegations in this paragraph, and therefore deny the same. Answering further, the

1
I.e., “any word, term, name, symbol, or device, or any combination thereof.” 15 U.S.C. § 1125(a)(1)(A).

123981030.1 20
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 21 of 46 PageID #: 579

capitalized term “The Mark” is not defined anywhere in the First Amended Complaint, and any

allegation concerning “The Mark” is therefore unanswerable.

80. As explained more fully in the fact sections above, which are incorporated herein
by reference, Jarman used his Watch email account (gregjarman@watchcomm.net) to correspond
with BRTC customers and partners, including Land O’Lakes and Microsoft, to promote GRiT’s
broadband Internet access and related services. Further, Jarman used the Mark in at least one
PowerPoint presented to potential customers, including Diamond Ventures, in connection with
GRiT’s services.

Answer: Denied.

81. Jarman used the Mark in connection with GRiT to create the false impression that
BRTC was affiliated with, or otherwise approved of GRiT’s services. Such use in commerce was
likely to cause consumer confusion or mistake as to the origin, sponsorship, or approval of the
services offered by Jarman. Such “passing off” of GRiT’s services in association with the Mark has
caused actual confusion with BRTC customers and the public and led them to believe that GRiT
was affiliated with BRTC and/or that BRTC approved of GRiT’s services.

Answer: Denied.

82. Defendant’s use in commerce of BRTC’s Mark, as well as their false


representations of an affiliation with BRTC as alleged herein, constitute use of a false designation
of origin and misleading description and representation of fact.

Answer: Denied.

83. Defendant’s conduct as alleged herein constitutes unfair competition in violation of


Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a).

Answer: Denied.

84. BRTC has expended substantial sums and resources to develop and advertise its
broadband Internet access and related services to consumers and enterprise customers and has
generated goodwill associated with the Mark among the public.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the remaining allegations in this paragraph, and therefore deny the same. Answering further, the

capitalized term “The Mark” is not defined anywhere in the First Amended Complaint, and any

allegation concerning “The Mark” is therefore unanswerable.

85. Defendant’s false and misleading representations as alleged herein are believed to
have damaged BRTC’s goodwill and reputation with consumers and the public, and has interfered

123981030.1 21
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 22 of 46 PageID #: 580

with BRTC’s relationships with existing and potential customers. In addition, Defendants have
made and will continue to make substantial profits and/or gains to which they are not entitled as
a result of their false and misleading representations. As a result, BRTC has suffered damages.

Answer: Denied.

86. BRTC is entitled to, among other relief, injunctive relief and an award of actual
damages, GRiT’s profits, enhanced damages, reasonable attorneys' fees and costs of the action
under Sections 34 and 35 of the Lanham Act, 15 U.S.C. §§ 1116, 1117, together with prejudgment
and post-judgment interest.

Answer: Denied.

Count Two - Breach of Contract (Confidentiality)


(Against Defendants Jarman, Kolb and Criblez)

87. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman repeats and realleges each and every answer set forth in the paragraphs above as if fully

set forth herein.

88. Defendants Jarman, Kolb, and Criblez entered into valid and binding Agreements
Regarding Confidential Information and Non-Solicitation (the “Agreements”) with BRTC.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman lacks knowledge or information sufficient to form a belief about the truth of the allegations

concerning Kolb and Criblez, and therefore denies the same. The allegation concerning whether

any Agreement is “valid and binding” seeks a legal conclusion and is therefore denied. Answering

further, Jarman admits that he signed a document entitled “Agreement Regarding Confidential

Information and Non-Solicitation” with BRT, and denies that he signed such an agreement with

Watch.

89. The Agreements provide that Defendants will not divulge, during their
employment and thereafter, confidential and proprietary information, including but not limited to:
product designs, marketing strategies, customer lists, partner lists, pricing policies, and other
related information maintained by BRTC (the “Confidential Information”).

123981030.1 22
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 23 of 46 PageID #: 581

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman lacks knowledge or information sufficient to form a belief about the truth of the allegations

concerning Kolb and Criblez, and therefore denies the same. The document Jarman signed entitled

“Agreement Regarding Confidential Information and Non-Solicitation” with BRT speaks for

itself, and Jarman denies any allegations inconsistent with the language of the document. Jarman

specifically denies that the document references information “maintained by BRTC.”

90. The Agreements, including the confidentiality provisions contained within, are
binding on the Defendants.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman lacks knowledge or information sufficient to form a belief about the truth of the allegations

concerning Kolb and Criblez, and therefore denies the same. The allegation concerning whether

any Agreement is “binding” seeks a legal conclusion and is therefore denied.

91. While still employed by BRTC and thereafter, Jarman used BRTC’s Confidential
Information in violation of the Agreements.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

92. While still employed by BRTC and thereafter, Jarman used the Confidential
Information for the benefit of GRiT Technologies.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

93. After their employment ended with BRTC, Kolb and Criblez used BRTC’s
Confidential Information in violation of the Agreements.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

94. After their employment ended with BRTC, Kolb and Criblez used the Confidential
Information for the benefit of GRiT Technologies.

123981030.1 23
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 24 of 46 PageID #: 582

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

95. BRTC takes reasonable steps to protect the privacy of its Confidential Information.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

96. BRTC has been damaged by the Defendant’s breach of the Agreements and use of
its Confidential Information.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

97. BRTC is entitled to, among other relief, injunctive relief preventing the Defendants
from continuing their violations of the Agreements, an award of actual damages to be determined
allowing for BRTC to be made whole, together with pre-judgment and post-judgment interest.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

Count Three - Breach of Contract


(Competing During Employment and Breach of Fiduciary Duty of Loyalty)
(Against Defendant Jarman)

98. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman repeats and realleges each and every answer set forth in the paragraphs above as if fully

set forth herein.

99. Jarman entered into valid and binding agreements with BRTC prohibiting Jarman
from engaging in outside employment while working for BRTC.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

100. Jarman entered into valid and binding confidentiality and non-solicitation
agreements with BRTC as referenced herein and attached hereto.

123981030.1 24
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 25 of 46 PageID #: 583

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

101. While acting as an officer/employee of BRTC, Jarman owed BRTC a fiduciary duty
of loyalty requiring him to act in the utmost good faith.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

102. The Agreements, including the restrictive covenants contained therein, are binding
on Jarman.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

103. While acting as an Officer of BRTC, Jarman served as an agent or representative


of GRiT and shared BRTC’s Confidential Information with GRiT in violation of his fiduciary
duties to BRTC and in violation of the Agreements.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

104. GRiT competes with BRTC.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

105. Jarman’s services to GRiT while employed by BRTC violated his fiduciary duties
and his Agreements with BRTC.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

106. As an Officer of BRTC, Jarman misappropriated time scheduled for BRTC duties
and diverted his time to GRiT duties as evidenced in his personal calendar entries and emails.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

123981030.1 25
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 26 of 46 PageID #: 584

107. As an Officer of BRTC, Jarman actively solicited BRTC customers and partners of
BRTC for his personal benefit and the benefit of GRiT.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

108. As explained more fully in the fact sections above, which are incorporated here by
reference, while acting as an Officer of BRTC, Jarman acted as a corporate founder and outside
recruiter for GRiT and disclosed BRTC’s Confidential Information to GRiT, Criblez, Kolb, and
Mosby.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

109. Jarman’s acts on behalf of GRiT were conducted, in part, using Jarman’s Watch
email account and while on BRTC business trips paid for by BRTC, in violation of his contractual
and fiduciary duties to BRTC.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

110. BRTC has been damaged as a result of Jarman’s breach of said Agreements and
fiduciary duties.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

111. BRTC is entitled to, among other relief, an award of actual damages including
Jarman’s salary paid to him by BRTC while he was acting on behalf of GRiT, BRTC funds
expended on GRiT corporate meetings, and other damages to be determined allowing for BRTC
to be made whole, together with pre-judgment and post-judgment interest.

Answer: The foregoing allegation is not directed at Grit, which therefore makes no answer.

Jarman denies the allegations of this Paragraph.

Count Four - Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq.
(Against All Named Defendants)

112. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

123981030.1 26
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 27 of 46 PageID #: 585

Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above

as if fully set forth herein.

113. BRTC developed and maintained substantial trade secrets related to rural
broadband and IoT services.

Answer: Denied.

114. Pursuant to the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1, et seq.
(“IUTSA”), Defendants have a duty not to misappropriate information they know or have reason
to know is trade secret information.

Answer: The Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1, et seq., speaks for itself,

and Defendants deny any allegation inconsistent with the language of the Act. Answering further,

this paragraph seeks a legal conclusion and is therefore denied. Defendants further deny that they

misappropriated any information that they knew or had reason to know was trade secret

information.

115. Defendants knew or had reason to know that BRTC’s confidential and proprietary
information they misappropriated and provided to GRiT was trade secret information.

Answer: Denied.

116. In their positions within BRTC, Defendants had access to and misappropriated
confidential information including, but not limited to: financial records, business, marketing, and
strategic plans, customer lists, personnel and payroll records regarding current and former
employees, vendors, and suppliers, and trade secrets.

Answer: Denied.

117. Defendants used their knowledge of and misappropriation of those trade secrets for
the benefit of GRiT, namely, in pursuing sales deals and sales strategies for GRiT, including
targeting BRTC’s customers.

Answer: Denied.

118. Defendants’ conduct was wilful [sic] and malicious.

Answer: Denied.

119. Defendants have been unjustly enriched by their use of BRTC’s trade secrets.

123981030.1 27
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 28 of 46 PageID #: 586

Answer: Denied.

120. BRTC takes reasonable steps to protect the privacy of its trade secrets.

Answer: Denied.

121. BRTC has suffered harm as a result of the unlawful misappropriation of its trade
secrets, including, but not limited to, sales.

Answer: Denied.

122. BRTC is entitled to, among other relief, injunctive relief and an award of actual
damages, GRiT’s profits, treble damages, reasonable attorneys' fees and costs of the action under
I.C. § 24-2-3-4, together with pre-judgment and post-judgment interest.

Answer: Denied.

Count Five - Violation of the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836
(Against All Named Defendants)

123. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above

as if fully set forth herein.

124. BRTC maintains trade secrets related to broadband services and IoT.

Answer: Denied.

125. BRTC derives economic value from these trade secrets because they are not known
to BRTC’s competitors, allowing BRTC to gain a competitive advantage in the market through
the strategies and information it invests in developing.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in this Paragraph, and therefore deny the same.

126. BRTC maintains these trade secrets as internally confidential by limiting access to
a small number of individuals whose role is critical in the development, analysis, or
implementation of the information.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in this Paragraph, and therefore deny the same.

123981030.1 28
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 29 of 46 PageID #: 587

127. Individuals accessing the information are subject to employee agreements


containing non-disclosure obligations and other restrictive covenants.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

the allegations in this Paragraph, and therefore deny the same.

128. Jarman’s solicitations were directed at individuals and entities whose identities and
contact information were acquired via his employment at BRTC. As used and maintained by
BRTC, such sales lists constitute trade secrets.

Answer: Denied.

129. At the time of disclosure, Jarman knew or had reason to know that his use of the
trade secrets was improper and occurred under circumstances giving rise to a duty to maintain the
secrecy of the trade secret pursuant to his Employment Agreement. Jarman’s unauthorized use of
that information therefore constitutes wilful and malicious misappropriation of BRTC’s trade
secrets.

Answer: Denied.

130. BRTC requests that the Court issue an order providing for the seizure of any
property necessary to prevent Defendants’ continued dissemination of BRTC’s trade secrets,
pursuant to 18 U.S.C. § 1836(b). BRTC also seeks injunctive relief to prevent Defendants’
continued misappropriation of BRTC’s trade secrets. BRTC is further entitled to damages for its
actual losses caused by Defendants’ misappropriation and for Defendants’ unjust enrichment
caused by the misappropriation of BRTC’s trade secrets, along with any exemplary damages for
Defendants’ wilful and malicious misappropriation authorized by 18 U.S.C. § 1836(b)(3).

Answer: Denied.

Count Six – Unfair Competition in Violation of Common Law


(Against Jarman and GRiT)

131. BRTC repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above

as if fully set forth herein.

132. As explained more fully in the fact sections above, which are incorporated here by
reference, Defendants have intentionally engaged in unfair competition in violation of the common
law of the State of Indiana.

Answer: Denied.

123981030.1 29
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 30 of 46 PageID #: 588

133. Jarman entered into valid and binding agreements with BRTC prohibiting Jarman
from engaging in outside employment while working for BRTC.

Answer: Denied.

134. Jarman entered into valid and binding confidentiality and non-solicitation
agreements with BRTC as referenced herein and attached hereto.

Answer: Denied.

135. While acting as an officer/employee of BRTC, Jarman owed BRTC a fiduciary duty
of loyalty requiring him to act in the utmost good faith.

Answer: Denied.

136. The Agreements, including the restrictive covenants contained therein, are binding
on Jarman.

Answer: Denied.

137. While acting as an Officer of BRTC, Jarman served as an agent or representative


of GRiT and shared BRTC’s Confidential Information with GRiT in violation of his fiduciary
duties to BRTC and in violation of the Agreements.

Answer: Denied.

138. GRiT competes with BRTC.

Answer: Denied.

139. Jarman’s services to GRiT while employed by BRTC violated his fiduciary duties
and his Agreements with BRTC.

Answer: Denied.

140. As an Officer of BRTC, Jarman misappropriated time scheduled for BRTC duties
and diverted his time to GRiT duties as evidenced in his personal calendar entries and emails.

Answer: Denied.

141. As an Officer of BRTC, Jarman actively solicited BRTC customers and partners of
BRTC for his personal benefit and the benefit of GRiT.

Answer: Denied.

142. As explained more fully in the fact sections above, which are incorporated here by
reference, while acting as an Officer of BRTC, Jarman acted as a corporate founder and outside

123981030.1 30
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 31 of 46 PageID #: 589

recruiter for GRiT and disclosed BRTC’s Confidential Information to GRiT, Criblez, Kolb, and
Mosby.

Answer: Denied.

143. Jarman’s acts on behalf of GRiT were conducted, in part, using Jarman’s Watch
email account and while on BRTC business trips paid for by BRTC, in violation of his contractual
and fiduciary duties to BRTC.

Answer: Denied.

144. BRTC has been damaged as a result of Jarman’s breach of said Agreements and
fiduciary duties.

Answer: Denied.

145. BRTC is entitled to, among other relief, injunctive relief preventing the
Defendants from continuing their violations of the Agreements, an award of actual damages to be
determined allowing for BRTC to be made whole, together with pre-judgment and post-judgment
interest.

Answer: Denied.

GRIT AND JARMAN’S COUNTERCLAIM AGAINST W.A.T.C.H. TV COMPANY AND


THE BENTON RIDGE TELEPHONE COMPANY AND THEIR THIRD-PARTY
COMPLAINT AGAINST CHRIS DANIELS

INTRODUCTION

1. This action arose from the misconduct of W.A.T.C.H. TV Company, d/b/a Watch

Communications (“Watch”), The Benton Ridge Telephone Company (“BRT”) and Chris Daniels

(“Daniels,” and, together with Watch and BRT, “Counter-defendants”). Specifically, Watch and

BRT – acting through their agent, Daniels – made false and defamatory statements about Greg

Jarman (“Jarman”), Grit Technologies LLC (“Grit,” and, together with Jarman, “Counter-

plaintiffs”) and Grit’s employees and services to Grit’s business partner, Microsoft, and Dr.

Mohammad Shakouri (“Shakouri”) of Joint Venture; tortiously interfered with Grit’s five-year

contract with Microsoft, which led to Microsoft terminating the contract; and unfairly competed

with Grit in violation of Indiana common law and the Lanham Act.

123981030.1 31
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 32 of 46 PageID #: 590

THE PARTIES

2. Grit is an Indiana limited liability company with its principal place of business in

the Southern District of Indiana.

3. Jarman is an individual residing and working in this Court’s district.

4. Watch is an Ohio corporation with its principal place of business at 1805 N. Dixie

Highway, Lima, Ohio 45801. Watch filed an Application for Certificate of a Foreign Corporation

with the Indiana Secretary of State on September 21, 1995; has a significant presence in Indiana;

and has availed itself of the Indiana courts, including in its Complaint in the above-captioned

action.

5. BRT is an Ohio corporation and is the parent company of Watch. BRT’s principal

place of business is at 1805 N. Dixie Highway, Lima, Ohio 45801. BRT has a significant presence

in Indiana, including employing Indiana residents who perform their work in Indiana, and has

availed itself of the Indiana courts such as in its Complaint in the above-captioned action.

6. BRT holds Daniels out as its agent, including but not limited to empowering

Daniels to sign BRT contracts on BRT’s behalf and manage BRT employees.

7. Daniels is an individual residing in Kentucky. He joined Watch in 2019 and, at all

times relevant to this Amended Counterclaim and Third Party Complaint, was employed and

acting as Watch’s President and Chief Executive Officer. Daniels also acts on behalf of BRT as

its agent, including but not limited to signing contracts on behalf of BRT and managing BRT

employees.

JURISDICTION AND VENUE

8. This action is one over which this Court has original jurisdiction under 28 U.S.C. §

1331 because it arises under the laws of the United States. Specifically, this action arises under

the provisions of the Lanham Act, 15 U.S.C. § 1051, et seq.

123981030.1 32
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 33 of 46 PageID #: 591

9. This Court has subject matter jurisdiction over this action pursuant to 15 U.S.C. §

1121 and 28 U.S.C. § 1367 because all supplemental state law claims arise out of the same case or

controversy as the federal claim over which this Court has original jurisdiction.

10. This Court also has subject matter jurisdiction over this action pursuant to 15 U.S.C.

§1121 and 28 U.S.C. §1367 because Counter-plaintiffs’ compulsory state law claims arise out of

the same case or controversy as the federal claims asserted in the Complaint against Counter-

plaintiffs.

11. This Court has personal jurisdiction over Watch and BRT, which continuously do

business in this district, committed tortious acts in this district, and availed themselves of the courts

of this district.

12. This Court has personal jurisdiction over Daniels as the President and CEO of

Watch, a foreign corporation licensed to do business in Indiana, and because Daniels has

committed tortious acts in this district.

BACKGROUND

A. Grit and Criblez

13. In 2020, Todd Mosby (“Mosby”) and Roger Criblez (“Criblez”) founded Grit for

the purpose of providing consulting and facilitation services for broadband internet service

providers (“ISPs”) working to expand internet access in certain rural and underserved areas of the

United States. Grit is not an ISP itself, and does not serve individual broadband customers.

14. Grit’s potential customer base is extremely limited, consisting of the very small

number of companies in the niche market of expanding broadband internet service to rural and

underserved populations in certain areas of the United States.

15. Criblez, one Grit’s co-founders, formerly worked as an accountant for BRT.

123981030.1 33
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 34 of 46 PageID #: 592

16. BRT is Watch’s parent company. Watch is a broadband ISP that is largely engaged

in the business of providing Internet access and related services to consumers and enterprise

customers in rural areas of Ohio, Indiana, Illinois, and Kentucky.

17. While Criblez was employed by BRT, Daniels exhibited intense personal animosity

toward him. Among other things, Daniels acted unprofessionally in his communication with

Criblez, personally insulted Criblez, and criticized Criblez in front of other Watch and BRT

personnel.

18. Upon information and belief, Daniels was instrumental in convincing BRT to

terminate Criblez’s employment, which occurred in January 2020.

B. The Diamond Ventures Project

19. In the summer of 2020, Jarman was employed by BRT and tasked with, among

other things, finding and developing potential business opportunities.

20. Jarman became aware of a potential business opportunity in a proposed venture

with Diamond Ventures and Microsoft to bring broadband internet access to certain rural areas in

Alabama and Tennessee. Although both states were outside the geographical areas where Watch

provided services, Jarman believed the opportunity was worth considering and therefore presented

it to Frank Glaszner and Daniels for their review and input. Daniels was open to the possibility of

participating in the venture with respect to the proposed work in Tennessee, but told Jarman that

Watch was not interested in the work in Alabama and would not participate with respect to the

work in that state.

21. As a result of this direction, Jarman needed to include a partner entity that was

willing to perform Alabama portion of the project in order to put together a proposal for the

Diamond Ventures project that would meet all of its work requirements. Jarman therefore included

Grit in the proposal to Diamond Ventures and Microsoft because he knew the potential project

123981030.1 34
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 35 of 46 PageID #: 593

required work in Alabama, Grit was capable of and interested in performing that work, and Watch

had explicitly instructed him that it was not interested in the portion of the project in Alabama.

22. Although neither Watch nor Grit ultimately ended up working on the Diamond

Ventures/Microsoft project, Daniels later confronted Jarman about Grit’s inclusion in the proposal,

reiterating his dislike of Criblez. Daniels explicitly stated that he did not want to work with

Criblez, and instructed that Jarman was not to include Criblez or his company in any future

proposal or project with Watch.

C. Jarman’s Refusal to Acquiesce to Daniels’ Demand that He Falsely Certify


Watch’s Completion of Work

23. In 2018, BRT participated in the Connect America Fund (“CAF”) auction

conducted by the Federal Communications Commission (“FCC”) of the United States government,

which allocates government funds for broadband rollout projects in underserved communities.

24. BRT was successful. The FCC awarded BRT approximately $53,000,000 in the

CAF auction. The terms required BRT to complete its proposed buildout over a period of eight

years, with interim progress milestones to be certified every two years.

25. Notably, BRT was required to submit a substantial letter of credit to secure its

performance obligations, which could be reduced upon its certification in early 2021 that it had

completed twenty percent of the CAF work. Upon information and belief, this letter of credit was

in excess of $20,000,000.

26. Additionally, failure to reach the required progress milestones could result in

consequences ranging from substantial additional government oversight to termination from the

CAF project, which was extremely lucrative.

123981030.1 35
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 36 of 46 PageID #: 594

27. After receiving the CAF award, BRT subsequently assigned the CAF project to

Watch, which was to perform the work on the project and would be responsible for making the

interim progress certifications to the FCC.

28. Notably, Jarman did not have operational duties or responsibilities with regard to

the CAF project, and was not directly involved with the CAF work.

29. Nevertheless, in early January 2021, Daniels demanded that Jarman personally sign

Watch’s certification to the FCC which would represent to the government that Watch had reached

the required twenty-percent milestone on the CAF project (the “Certification”).

30. Jarman was deeply concerned about Daniels’ insistence that he sign the

Certification. Among other things, Jarman was not personally involved in the CAF project and

consequently lacked the personal knowledge required to properly certify that Watch had met the

twenty-percent milestone. Moreover, it was suspicious that Watch wanted a person who was

neither employed by Watch nor working in an operational role to sign the Certification on its

behalf.

31. Worse still, Jarman did have personal knowledge of Watch’s tower buildout, a

critical component of the CAF project, and knew that Watch could not possibly have completed

twenty percent of the CAF project based on equipment malfunctions and delays it had encountered

in building the towers. Signing the certification would therefore require lying to the United States

government and would fraudulently enable the draw-down of the required letter of credit before

required conditions had been met.

32. Jarman told Daniels he was not comfortable signing the Certification for these

reasons, and that such a Certification would not be truthful. Daniels continued to pressure Jarman

to sign the Certification, going so far as to tell Jarman that Daniels’ word should be sufficient for

123981030.1 36
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 37 of 46 PageID #: 595

Jarman to accept that Watch had met the progress milestone, despite Jarman’s personal knowledge

to the contrary.

33. Jarman was horrified and felt that Daniels was demanding that he do something

that was not only unethical but possibly even criminal. Unwilling to participate in this subterfuge

to defraud his own government, Jarman refused to sign the Certification and decided to resign his

position at BRT. Within a matter of a few weeks, Jarman accepted a position with Wabash

Heartland Innovation Network (“WHIN”) and resigned from BRT shortly thereafter on January

20, 2021.

34. After resigning, Jarman also performed consulting services on behalf of Grit.

D. Grit’s Airband Agreement with Microsoft

35. When Jarman resigned, Watch, BRT and Daniels immediately set out on an

organized campaign to promote Watch and BRT and unfairly compete with Grit by disparaging

and defaming Grit, its personnel, and its services to its limited pool of potential customers.

Counter-defendants started with Microsoft, which they discovered had just entered into a multi-

year contract with Grit (the “Airband Agreement”).

36. Under Microsoft’s Airband Initiative, Microsoft partners with internet and energy

access providers, telecom equipment makers, and local entrepreneurs to make affordable

broadband access a reality for communities around the world. The Microsoft Airband Initiative

works with local organizations to develop cost-effective solutions to the unique needs of their

communities.

37. The Airband Agreement provided that Microsoft would collaborate with Grit to

enable construction and deployment of hybrid internet access networks and related business

models in Illinois, Indiana, Michigan, Ohio and Wisconsin for a five-year term. The Agreement

also stated that Microsoft would make available relevant marketing assets to Grit to promote the

123981030.1 37
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 38 of 46 PageID #: 596

sale of its products and services, provide technical support to Grit to deploy the networks it would

develop, and introduce Grit to sellers and manufacturers of relevant equipment.

38. Status as a Microsoft Airband partner would give Grit the opportunity to be

involved in countless rural internet initiatives. Moreover, Microsoft’s introduction of Grit – a

small, recently-founded start-up – to critical industry players and utilization of its significant

marketing assets on Grit’s behalf were invaluable to Grit, which lacked Microsoft’s budget or

cache in the industry.

39. But after learning of the Airband Agreement, Watch and BRT – acting through their

agent, Daniels – set out to intentionally destroy Grit’s nascent relationship with Microsoft, deprive

Grit of the benefit of the Airband Agreement, and commercially promote Watch and BRT to usurp

Grit’s opportunities.

40. To accomplish this, Counter-defendants made knowingly false and defamatory

statements about Counter-plaintiffs, Grit’s employees, and their respective professional services

and reputations.

41. Specifically, Daniels told decisionmakers at Microsoft who were involved with Grit

and the Airband Initiative that Jarman, Grit and certain Grit employees were unethical, unreliable,

and lacked technical and other relevant expertise. Daniels further claimed that Grit would be

unable to perform the Airband Agreement satisfactorily and that Counter-plaintiffs were stealing

BRT and Watch customers and depriving them of business opportunities, despite the fact that Grit

does not provide the same services and, unlike Watch and BRT, is not an ISP.

42. Additionally, he advised Microsoft that Watch was about to engage in lengthy,

costly litigation with Jarman and Grit.

43. Daniels made these statements in his capacity as the President and CEO of Watch

and an agent of BRT for the purpose of dissuading Microsoft from continuing its business

123981030.1 38
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 39 of 46 PageID #: 597

relationship with Grit, inducing Microsoft to terminate the Airband Agreement, and encouraging

Microsoft to give its business to Watch and BRT instead.

44. Upon information and belief, Daniels was motivated by a combination of (a) intense

personal animosity toward Criblez and, consequently, the company he founded; (b) a desire to

retaliate against Jarman for his refusal to accede to Daniels’ unethical demands and keep him quiet

about Daniels’ direction to lie to the FCC concerning Watch’s failure to meet CAF progress

milestones; and (c) the possibility of swaying Microsoft to move the Airband relationship from

Grit to Watch and BRT.

45. Daniels’ efforts on behalf of Watch and BRT were effective and achieved their

intended purpose. On January 22, 2021, a mere three days after Microsoft signed the Airband

Agreement and only 48 hours after Jarman resigned, Microsoft advised Grit that it was terminating

the relationship and backing out of the five-year Airband Agreement.

46. When Jarman enquired about Microsoft’s basis for terminating the relationship, he

was informed of Watch and BRT’s statements, through Daniels, about Grit, its personnel and

services, and Jarman, and that Microsoft had therefore decided to terminate the Airband

Agreement and its relationship with Grit.

47. Upon information and belief, Counter-defendants have continued their campaign

to deprive Grit of business opportunities, unfairly compete with Grit through misrepresentations

of fact in commercial promotion of Watch’s and BRT’s own business, and defame Counter-

plaintiffs. Counter-plaintiffs’ investigation is ongoing.

48. For example, Daniels – again acting on behalf of BRT and Watch – also made

similar knowingly false and defamatory statements about Jarman, Grit, their services and

professional reputations, and those of certain Grit employees to Mohammad Shakouri of Joint

Venture. Shakouri also consults with WHIN and a litany of other prospective Grit clients.

123981030.1 39
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 40 of 46 PageID #: 598

49. The effects of Counter-defendants’ misconduct on Grit are magnified because Grit

is a small start-up with a limited pool of customers – namely, ISPs currently involved in the niche

market of expanding broadband access to rural and underserved areas.

COUNT I: TORTIOUS INTERFERENCE WITH A CONTRACT


(by Grit against all Counter-defendants)

50. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth

herein.

51. The Airband Agreement was a valid and enforceable contract between Grit and

Microsoft.

52. Grit was ready, willing and able to perform the Airband Agreement.

53. Counter-defendants knew of the existence of the Airband Agreement and of Grit’s

business relationship with Microsoft.

54. Counter-defendants unjustifiably and intentionally induced Microsoft to terminate

the Airband Agreement through Daniels’ comments to Microsoft, which he made in his official

capacity as President and CEO of Watch and on behalf of BRT.

55. Counter-defendants’ statements of purported fact were unjustified, untrue, and

designed to harm Grit’s relationship with Microsoft and induce Microsoft to terminate the Airband

Agreement.

56. As a result of Counter-defendants’ misconduct, Microsoft terminated the Airband

Agreement and its business relationship with Grit.

57. This deprived Grit of the benefit of the five-year Airband Agreement and damaged

Grit in an amount to be determined at trial.

WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies LLC demands

judgment in its favor and against Counter-defendants in an amount to be determined at trial.

123981030.1 40
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 41 of 46 PageID #: 599

COUNT II: DEFAMATION


(by Grit and Jarman against all Counter-defendants)

58. Counter-plaintiffs restate the preceding paragraphs of this Counterclaim as though

fully set forth herein.

59. Counter-defendants’ statements tended to harm Counter-plaintiffs’ reputations in

the estimation of the community and deter others from associating or working with them.

60. The statements accused Counter-plaintiffs of misconduct in their profession, office

and occupation.

61. Counter-defendants made the defamatory statements intentionally, maliciously,

and with full knowledge that the statements were false.

62. Counter-defendants made the defamatory statements to Microsoft, Joint Venture

and, upon information and belief, to other potential clients or business partners of Counter-

plaintiffs.

WHEREFORE, Counter-plaintiffs/Third-party plaintiffs Grit Technologies LLC and Greg

Jarman demand judgment in their favor and against Counter-defendants in an amount to be

determined at trial, including:

(a) Compensatory damages;

(b) Special damages;

(c) Punitive or exemplary damages;

(d) A permanent injunction enjoining BRT, Watch, Daniels, their employees,


agents, officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
persons or entities who receive actual notice of the Court’s order from defaming
Jarman, Grit, or their products or services, or employees, founders, members,
directors, or officers, or aiding or abetting any other person or entity to do so;
and

(e) Such other and further relief as is warranted.

123981030.1 41
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 42 of 46 PageID #: 600

COUNT III: VIOLATION OF SECTION 43(a) OF THE LANHAM ACT


(by Grit against Counter-defendants)

63. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth

herein.

64. Counter-defendants made false statements of purported fact in a commercial

advertisement or promotion concerning Grit, its personnel, and its services, as alleged herein.

65. Counter-defendants knew that these statements of fact were false at that time.

66. These statements were made in interstate commerce and actually deceived, or at

least had the tendency to deceive, their audience.

67. These statements were disseminated to a substantial portion of the relevant potential

customer base for Grit, including but not limited to its business partner, Microsoft. Counter-

defendants have continued to disseminate these false statements to Grit’s potential customers and

partners, including but not limited to Joint Venture.

68. These statements were made for the purpose of influencing their audience to

purchase products and services from BRT and/or Watch, and to dissuade the audience from

purchasing such products and services from Grit.

69. In fact, Counter-defendants’ statements had their intended effect, and induced

Microsoft to terminate the Airband Agreement with Grit and end their business relationship.

70. Counter-defendants’ conduct as alleged herein constitutes unfair competition in

violation of Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a).

WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies demands

judgment in its favor and against Counter-defendants in an amount to be determined at trial,

including:

(a) Attorneys’ fees and costs incurred in bringing this action;

123981030.1 42
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 43 of 46 PageID #: 601

(b) Punitive and exemplary damages;

(c) Disgorgement of BRT’s and Watch’s profits resulting from their violation of
the Lanham Act;

(d) Disgorgement of any compensation or monetary gain Daniels received as a


result of his misconduct or profits derived therefrom;

(e) Compensatory damages suffered by Grit, including but not limited to damages
resulting from the termination of the Airband Agreement;

(f) A permanent injunction enjoining BRT, Watch, Daniels, their employees,


agents, officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
persons or entities who receive actual notice of the Court’s order from making
any false statements concerning Grit, its products or services, or employees,
founders, members, directors, or officers, or aiding or abetting any other person
or entity to do so; and

(g) Such other and further relief as is warranted.

COUNT IV: UNFAIR COMPETITION IN VIOLATION OF COMMON LAW


(by Grit against Counter-defendants, in the alternative)

71. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth

herein.

72. As set forth herein, Counter-defendants unfairly competed against Grit by making

knowingly false statements of purported fact concerning Grit, its products and services, and its

personnel to its small customer base.

73. These knowingly false statements constitute unfair competition under Indiana law.

74. Counter-defendants’ conduct as alleged here in is willful, intentional, and

malicious.

75. Counter-defendants’ conduct is intended and has the tendency to deceive its

audience. This conduct has actually deceived Microsoft.

123981030.1 43
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 44 of 46 PageID #: 602

WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies demands

judgment in its favor and against Counter-defendants in an amount to be determined at trial,

including:

(a) Compensatory damages;

(b) Disgorgement of Watch’s and BRT’s profits resulting from their unfair
competition in violation of Indiana law;

(c) Disgorgement of any compensation or monetary gain Daniels received as a


result of his misconduct or profits derived therefrom;

(d) A permanent injunction enjoining BRT, Watch, Daniels, their employees,


agents, officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
persons or entities who receive actual notice of the Court’s order from making
any false statements concerning Grit, its products or services, or employees,
founders, members, directors, or officers, or aiding or abetting any other person
or entity to do so; and

(e) Such other and further relief as is warranted.

Respectfully submitted this 30th day of June, 2021,

/s/ Jeffrey L. Widman


Jeffrey L. Widman

Wendy D. Brewer (#22669-49)


FULTZ MADDOX DICKENS, PLC
333 N. Alabama Street, Suite 350
Indianapolis, IN 46204
Tel: 317.215.6220
E-mail: wbrewer@fmdlegal.com

Laura M. Brymer (#30989-10)


Fultz Maddox Dickens PLC
101 S. Fifth Street, Ste. 2700
Louisville, KY 40202
Telephone: 502.588.2000
E-mail: lbrymer@fmdlegal.com

and

Jeffrey L. Widman (IL #6226367)


Laura Caplin (IL #6297784)

123981030.1 44
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 45 of 46 PageID #: 603

Gabrielle Winslow (IL #6330644)


Fox Rothschild LLP
321 N. Clark Street, Suite 1600
Chicago, IL 60654
Telephone: 312.980.3807
E-mail: jwidman@foxrothschild.com
lcaplin@foxrothschild.com
gwinslow@foxrothschild.com
Attorneys for Defendants

123981030.1 45
Case 1:21-cv-00550-RLY-MJD Document 64 Filed 06/30/21 Page 46 of 46 PageID #: 604

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was filed electronically this 30th day
of June, 2021. Notice of this filing will be sent to all parties registered to receive such notice by
operation of the Court’s electronic filing system.

/s/ Jeffrey L. Widman


Jeffrey L. Widman

123981030.1 46