STATE OF MICHIGAN IN THE 3RD JUDICIAL CIRCUIT COURT LISA WOOD, Plaintiff Case No. v. Judge Hon. John H.

Gillis, Jr LITTLE CAESARS, INC. a Michigan Corporation, ILITCH HOLDINGS, INC a Michigan Corporation, RICHARD FENTON CHRISTOPHER ILITCH and MICHAEL ILITCH, Jointly and severally Defendants / Douglas A. McKinney (P35430) Attorney for Plaintiff P. O. Box 214145 Auburn Hills, Michigan 48321-4145 (248) 601-1689 / VERIFIED COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF NOW COMES Plaintiff LISA WOOD by and through her attorney Douglas A. McKinney, hereby brings the following complaint for injunctive relief against defendants LITTLE CAESARS, INC., MICHAEL ILITCH and RONALD ILITCH for (i) breach of contract; (ii) misappropriation of trade secrets; (iii) breach of fiduciary duties; and (iv) negligence in failing to protect or defend the trade secret and intellectual property of Plaintiff Lisa Wood. in support thereof avers as follows: JURISDICTION AND VENUE 1. Plaintiff’s action arises out of defendant LITTLE CAESARS ENTERPRISES, INC its agents, owners and employees of their fiduciary and contractual duties owed to Plaintiff, Lisa Wood. 08--018537-CZ

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2. Defendant ILITCH HOLDINGS, INC is a Michigan Corporation with its principal place of business located in the City of Detroit, County of Wayne, State of Michigan. 3. Plaintiff Lisa Wood is an individual currently residing in the Township of Harrison, County of Macomb Michigan. 4. Defendant Little Caesars, Inc. is a corporation with its principal place of business located in the City of Detroit county of Wayne State of Michigan. 5. The Defendant Michael Ilitch is a resident of the city of Bingham Farms, County of Oakland, State of Michigan 6. Defendant ILITCH HOLDINGS, INC. a Michigan Corporation with its principal place of business located in the City of Detroit, County of Wayne, State of Michigan. 7. The Defendant Richard Fenton is an employee of Corporate Defendant and is employed in the City of Detroit, County of Wayne, State of Michigan. 8. The Defendant Christopher Ilitch is an employee of Corporate Defendant and is employed in the City of Detroit, County of Wayne, State of Michigan. 9. The Defendants’ acts giving rise to this dispute occurred in whole or in part within the City of Detroit, County of Wayne, State of Michigan and, on information and belief, Defendants regularly conduct business within the City of Detroit, County of Wayne, State of Michigan. Venue is therefore proper in this Court. 10. Although the harm caused by Defendants’ wrongful acts is not fully ascertainable, Plaintiff’s damages exceed $25,000, exclusive of costs, interest and attorney fees. 11. This Court has jurisdiction since this action is between parties of the same state and the amount in controversy exceeds $25,000.

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COMMON ALLEGATIONS 12. Plaintiff. Lisa Wood developed a restaurant concept that involved a unique process of selling pizza drive-thru on the water. 13. At the insistence of Ronald Ilitch, son of Defendant Michael Ilitch, this concept was presented to the owner of Corporate Defendant Michael IIitch’s attorney by Plaintiff. 14. On or about January/February 2004 the information concerning Plaintiff’s marketing and business strategies, and various other intellectual properties were described to the agents and attorneys of Defendant Little Caesars including its president David Scarvano and attorney Jay Bielfield. 15. In addition Plaintiff provided Defendant Little Caesars art work and proposed menus for her business concept “Pizza On The Water” and/or “Pizza By Boat” through its trademark attorney of Corporate Defendant Martin Caruso. 16. This information concerning was highly confidential and not known in the public domain. 17. The Defendants made specific promises to the Plaintiff Lisa Wood that including but not limited to the concept, slogans and artwork created by Plaintiff would be protected by the use of trademark and/or copyright laws for future use and Plaintiff executed that agreement. 18. That in reasonable reliance upon these expressed promises the Plaintiff described in detail her concept, the slogans she had developed and turned over to Defendant the unique artwork created in her own hand.

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19. It had been represented by Defendants that all necessary legal steps had been or would be taken to secure trademark and/or copyright protection for this intellectual property. 20. It was further represented that the concept described as “Pizza On The Water” and/or “Pizza By Boat” would be promoted as a new marketing method for which the Plaintiff would earn royalties as other corporate stores and franchisee stores employed the method of sales and marketing. 21. Additionally, the Plaintiff provided slogans to be used in advertisement and promotion to wit: “Ahoy! Little Caesars is afloat now you can get pizza pizza by boat.”, and “Now you can get a boatload of Pizza.” 22. In addition the Plaintiff was to receive at no costs at least four franchise locations in Michigan to her for the purpose of further marketing and development of the concept “Pizza On The Water” and/or “Pizza By Boat” and utilization of the slogans and the rights to franchise stores in other states such as Florida. 23. That in furtherance of this agreement Plaintiff assigned her trademark and/or copyright rights to Corporate Defendant as agreed. 24. Thereafter at the direction of Defendants’ agent David Scarvano Plaintiff began study to determine the water traffic on the waterways in the Detroit Metro area and to search for appropriate locations for the franchise stores to utilize the “Pizza On The Water” and/or “Pizza By Boat” concepts. 25. In July 2004 the full commitment of support was obtained from Defendant Michael Ilitch that the concept would proceed.

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26. Shortly after this commitment the relationship between the Plaintiff and Ronald IIitch terminated. 27. Due to injury and trauma the Plaintiff was unable to continue to actively pursue the opening of the franchise stores of Defendant and could no longer continue to aid in the development of the concept “Pizza On The Water” and/or “Pizza By Boat” for a period of time. 28. After a substantial period of recovery Plaintiff inquired as to the current status of the agreements she had made with Defendants. 29. Plaintiff was informed that Defendant was balking at going forward with the agreements made. 30. Thereafter, Plaintiff learned that a competing pizza company began to utilize the sales and marketing concepts presented to Defendants including a nearly identical slogan and menu. 31. Plaintiff demanded that the Defendant defend the intellectual property assigned to Defendant. 32. Defendants responded to this demand with inaction. 33. Plaintiff was informed that the Defendant may not have protected the unique marketing process, her slogans and/or art work as represented. 34. Plaintiff is fearful that Defendant may not have properly protected the intellectual property she assigned to Defendant and that she may now be left with no ability to benefit from the same. 35. Upon information and belief In August 2004 Defendants through their agents seized items of personal property of the Plaintiff and the same have not been returned,
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COUNT I BREACH OF CONTRACT 36. Plaintiff, Lisa Wood re-alleges each and every allegation contained in paragraphs 1 through 35, inclusive, of its Complaint as though completely set forth herein. 37. Plaintiff and Defendants entered into a contract for the protection, development and marketing of the business concept “Pizza On The Water” and/or “Pizza By Boat”. 38. That Plaintiff has performed all of her contractual obligations including but not limited to disclosing and assigning the marketing concepts, intellectual property and trademark and copy write material. 39. The Defendants have breached the contract by failing to protect the intellectual property of the Plaintiff providing four (4) fully functioning franchises with the “Pizza On The Water” and/or “Pizza By Boat” and marketing and promoting the concept to other franchisees. 40. As a proximate result of Defendants’ breach of the contract Plaintiff has been damaged including but not limited to the following failure to commence the business “Pizza On The Water” and “Pizza By Boat” protect by trademark and/or copyright the intellectual property transferred, lost profits, lost royalties. 41. That the amount in controversy exceeds Twenty Five Thousand and 00/100 ($25,000.00) dollars and is otherwise within the jurisdiction of this Court. WHEREFORE, Plaintiff requests a judgment in whatever amount against the Defendants as shall be found from the proofs in excess of Twenty Five Thousand and

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00/100 ($25,000.00) dollars plus cost interest and attorney fees and such other relief this Court shall deem just necessary and proper.

COUNT II PROMISSORY ESTOPPEL 42. Plaintiff re-alleges each and every allegation contained in paragraphs 1 through 41, inclusive, of its Complaint as though completely set forth herein. 43 That as a result of promises made by Defendant Plaintiff revealed and assigned intellectual property including a business concept, slogans, research and art work developed by her. 44. Plaintiff reasonably relied upon the promises and representations of the Defendants. 45. Defendants promises and representations were either false when made or became false by their own actions. 46. As a proximate result of Defendants promises and representations the Plaintiff has been and will continue to be irreparably injured since a competitor has began use of the intellectual property developed by Plaintiff and upon information and belief Defendants failure to protect the same. 47. That the amount in controversy exceeds Twenty Five Thousand and 00/100 ($25,000.00) dollars and is otherwise within the jurisdiction of this Court. WHEREFORE, Plaintiff requests a judgment in whatever amount as shall be found from the proofs in excess of Twenty Five Thousand and 00/100 ($25,000.00) dollars plus

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cost interest and attorney fees and such other relief this Court shall deem just necessary and proper.

COUNT III BREACH OF FIDUCIARY DUTIES 48. Plaintiff re-alleges each and every allegation contained in paragraphs 1 through 47, inclusive, of its Complaint as though completely set forth herein. 49. The Defendants came into possession of the intellectual property of the Plaintiff as such Defendants owed the following fiduciary duties to Plaintiff: A. A duty to protect and not allow disclosure of Plaintiff’s intellectual property and confidential information to a competitor; and B. To utilize the intellectual property for the benefit of Defendants and Plaintiff. 50. Defendants have breached each and every one of the foregoing duties: A. By allowing the intellectual property to be disclosed or utilized by a competitor. B. By failing to take action to protect Plaintiff’s intellectual property from use by a competitor C. By failing to utilize and develop the intellectual property for the benefit of the Plaintiff. 51. As a direct and proximate result of Defendant’s breach of his fiduciary duties owed to Plaintiff has suffered and will continue to suffer irreparable harm and damages including but not limited to loss profits and lost royalties. WHEREFORE, Plaintiff requests a judgment against the Defendants in whatever amount as shall be found from the proofs in excess of Twenty Five Thousand and 00/100 ($25,000.00) dollars plus cost interest and attorney fees and such other relief this Court shall deem just necessary and proper.
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COUNT IV NEGLIGENCE 52. Plaintiff re-alleges each and every allegation contained in paragraphs 1 through 51, inclusive, of its Complaint as though completely set forth herein. 53. Defendants owed a duty to the Plaintiff to perform business function in keeping with industry standards. 54. Defendants knew that the Plaintiff was relying upon the Defendants to protect her intellectual property and assumed the duty to so protect the same. 55. Defendants breached their duties including but not limited to failing to protect and or defend the intellectual property of Plaintiff. 56. As a direct and proximate result of the negligence of the Defendants the Plaintiff has been damaged including but not limited to the use by a competitor of the intellectual property of the Plaintiff. WHEREFORE, Plaintiff requests a judgment in whatever amount as shall be found from the proofs in excess of Twenty Five Thousand and 00/100 ($25,000.00) dollars plus cost interest and attorney fees and such other relief this Court shall deem just necessary and proper. COUNT V CONPIRACY

57.

Plaintiff re-alleges each and every allegation contained in paragraphs 1 through 56, inclusive, of its Complaint as though completely set forth herein.
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58.

That for some time prior to August 2, 2004 with the permission of Ronald Ilitch the Plaintiff was residing his Troy, Michigan home.

59.

At the same time Plaintiff also maintained a separate residence in the City of West Bloomfield, Michigan.

60.

That on or about August 2, 2004 the Plaintiff was removed from the Troy , Michigan home of Ronald Ilitch leaving substantial personal belongings including copies of the executed written contracts with the Defendants.

61.

Also contained in the Troy, Michigan home was evidence of a crime that had been committed by Ronald Ilitch.

62.

That on or about August 2, 2004 upon information and belief the Defendants through their agents, servants and/or employees refused entry into the home of Ronald Ilitch by the proper authorities.

63.

That for approximately 3 days thereafter upon information and belief the personal property of the Plaintiff was examined, secreted and or destroyed by Defendants.

64.

The Defendants have now asserted that the written contracts executed by the parties no longer exist.

65.

Upon information and belief the purpose of these actions were intended to conceal the full extent of the crimes committed on that date and time and to sever the contractual relationship between the parties to the point of deniability.

66.

To allow the Defendants to deny the existence of the contracts through Defendants wrongdoing would be inequitable.

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67.

That the actions of the Defendants demonstrates an agreement to secure the Troy, Michigan home of Ronald Ilitch and conceal and or destroy property owned by the Plaintiff.

68.

That as a direct and proximate result of the actions taken by the Defendants the Plaintiff has been damaged including but not limited to the following ways: a. b. c. Depravation of property rights The loss or destruction of said property The loss of evidence to pursue her legal remedies.

WHEREFORE, Plaintiff requests a judgment in whatever amount as shall be found from the proofs in excess of Twenty Five Thousand and 00/100 ($25,000.00) dollars plus cost interest and attorney fees and such other relief this Court shall deem just necessary and proper.

Respectfully submitted,

By:______________________________ Douglas A. McKinney (P35430) Attorneys for Plaintiff P. O. Box 214145 Auburn Hills, MI 48321-4145 (248)601-1689 Dated: November 24, 2008

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