Youngevity Vs. Wakaya Perfection Law Suit – Amended Complaint
The Youngevity Complaint seeks damages and injunctive relief, alleging that Wakaya Perfection intentionally interfered with Youngevity’s existing and prospective business relationships, and converted Youngevity’s proprietary business information for use in developing Wakaya’s nascent business.
Wakaya was formed by a small group of former Youngevity distributors and executives who broke from Youngevity in 2015.
Youngevity filed an Amended Complaint and documented the case with 300 pages.
A summary of the complaint:
From 1997 until March of 2016, Todd Smith was a top level Youngevity distributor. Wakaya is a multi-level marketing company that competes directly with Youngevity.
Through improper and unlawful means, and trade on the trust and confidence of their prominent Youngevity positions, Wakaya’s owners, operators, and promoters (all of whom were affiliated with Youngevity as officers, employees, or top level distributors) have interfered with and injured Youngevity’s business interests by, inter alia:
unlawfully inducing Youngevity employees and distributors to violate Youngevity contractual agreements; intentionally converting business opportunities intended for Youngevity to Wakaya by falsely representing that they had authority to make acquisition decisions for Youngevity and diverting those opportunities to Wakaya; disseminating false information concerning
Youngevity’s business and financial health to induce distributors to subscribe to the erroneous view that Youngevity was failing in order to induce them to affiliate with Wakaya; aiding and facilitating the unauthorized use of Youngevity’s intellectual property to divert business opportunities and commissions from Youngevity to Wakaya; and committing other acts of unfair competition through deceptive marketing, promotional, and advertising claims (performance and comparative claims).
Todd Smith served as a trusted, top-level distributor in Youngevity, and had ownership interests in entities that distributed Youngevity products. While a top-level distributor for Youngevity, yet acting as an undisclosed agent for Wakaya, and serving the interests of Wakaya, Smith intentionally converted Youngevity business opportunities through misrepresentation, subterfuge, and deceit.
Smith has facilitated, aided, and abetted the violation of Youngevity contractual agreements in an effort to induce Youngevity distributors to breach their contracts with Youngevity and to cause business opportunities meant for Youngevity to be diverted to Wakaya. Smith has encouraged or solicited Youngevity distributors to take actions that violate their contractual agreements with Youngevity.
He has disseminated false and misleading information concerning Youngevity’s finances and financial standing in an effort to disparage Youngevity and thereby draw distributors and business away from Youngevity and to Wakaya.
He has falsely represented himself to be authorized by Youngevity to negotiate and consummate acquisition contracts for Youngevity acquisitions, only to conceal and divert at least one offer meant for Youngevity to Wakaya.
William “Bill” Andreoli is an individual and resident of the state of New Hampshire. Andreoli has undisclosed personal financial interests in Wakaya Perfection.
Through November of 2015, Andreoli served as President of Youngevity, received a seven figure salary of pay, stock, and benefits, and received commissions as a Youngevity distributor.
While acting as an undisclosed agent for Wakaya, and serving the interests of Wakaya, Andreoli breached his contractual agreements with Youngevity for the purpose of helping create and advance the interests of Wakaya.
Andreoli acted to injure Youngevity while serving as Youngevity’s President, aiding and abetting the unlawful poaching of Youngevity business opportunities and inducing Youngevity employees and distributors to breach their contracts with Youngevity to work for, and assist in the promotion of, Wakaya.
Andreoli also violated his fiduciary duty to Youngevity by placing his family and friends in profitable positions within Youngevity’s marketing chain without approval from Youngevity.
Andre Vaughn is an individual and resident of the state of Pennsylvania. Vaughn served as a top-level distributor in Youngevity until March of 2016.
A confidant of Andreoli, Vaughn is now a participant and investor in, agent for, and promoter of Wakaya Perfection.
Acting individually and in concert with other Defendants, Vaughn while still a Youngevity distributor induced breach of Youngevity contractual agreements in an effort to secure business opportunities for Wakaya from Youngevity distributors.
Vaughn has encouraged or solicited Youngevity distributors to violate their contractual agreements with Youngevity.
As part of his effort to induce such breaches, Vaughn has falsely disparaged the company, claiming it to be financially bereft and teetering on the brink of dissolution or bankruptcy.
Dave Pitcock is an individual and resident of the state of Kansas. Pitcock served as a top-level distributor in Youngevity until March of 2016, and held ownership interests in the Livinity Corporation, which Youngevity purchased from Pitcock in 2012.
As part of that agreement, Pitcock entered into a consulting agreement with Youngevity containing non-compete and nondisclosure clauses. While still a Youngevity distributor and subject to the consulting agreement, Pitcock became a participant and investor in, agent for, and promoter of Wakaya Perfection.
Acting individually and in concert with other Defendants while still a Youngevity distributor, Pitcock has induced Youngevity distributors to breach their contracts with Youngevity in an effort to secure distributors and business opportunities for Wakaya.
Pitcock has encouraged or solicited other Youngevity distributors to violate their contractual agreements with Youngevity. As part of his effort to induce such breaches, Pitcock has falsely disparaged the company, claiming it to be financially bereft and teetering on the brink of dissolution or bankruptcy.
Total Nutrition, Inc., d/b/a “TNT,” is a corporation organized and operated under the laws of Utah since 1996 and, until March of 2016, a Youngevity distributor. Founded by and owned by Todd Smith and Blake Graham, both residents of Utah, TNT distributed Youngevity nutritional products and information.
Blake Graham is an individual and resident of the state of Utah. Until March of 2016, Graham served as a top-level distributor in Youngevity, and, together with Smith, held ownership interests in TNT. Acting individually and in concert with other Defendants, while still a Youngevity distributor, Graham has facilitated, aided, or abetted violations of Youngevity contractual agreements in aid of efforts to secure business opportunities for Wakaya. For example, in December 2015, Graham lied to Youngevity to conceal Smith’s involvement in Wakaya.
Further, under his control, TNT employed Wakaya distributors and assisted Wakaya in developing promotional materials used in soliciting Youngevity distributors to breach their contracts with the company.
Graham helped support a false narrative that the Defendants’ defection from Youngevity was acceptable to Youngevity management by dispatching, in the first quarter of 2016 shortly after Smith’s public announcement of his establishment of Wakaya, an unauthorized email and text message to all Youngevity distributors which thanked Smith for his service to Youngevity and wished him well in his new endeavor, materially omitting reference to Smith’s actions that were in violation of Youngevity contractual requirements and unapproved by Youngevity.
Graham orchestrated a campaign of deception, whereby he represented to Youngevity and its distributors that he was a loyal Youngevity distributor despite having direct knowledge of actions taken by Smith to injure Youngevity and divert its business opportunities and distributors to Wakaya.
He aided in inducing breaches of contract by Youngevity distributors employed by TNT, to secure their service as distributors for Wakaya Perfection. He concealed from Youngevity those facts and additional facts and circumstances detrimental to its business operations, distributor relations, and business dealings with third parties.
Patti Gardner is an individual and resident of Utah. Patti Gardner served as the President of Heritage Makers, Inc.
In August 2013, Youngevity acquired Heritage Makers and entered into an Asset Purchase Agreement with Heritage Makers. Gardner then became Youngevity’s vice president of sales.
While still employed by Youngevity, Gardner became a participant and investor in, agent for, and promoter of Wakaya Perfection.
Acting individually and in concert with other Defendants, while still employed at Youngevity, Gardner induced Youngevity distributors to breach their contracts with Youngevity in an effort to secure distributors and business opportunities for Wakaya.
Gardner has encouraged or solicited other Youngevity distributors to violate their contractual agreements with Youngevity.
Gardner violated the Asset Purchase Agreement which she signed on behalf of Heritage Makers.
Brytt Cloward is an individual and resident of Utah. Brytt Cloward served as the Vice President of Sales and Marketing of Heritage Makers, Inc. In August2013, Youngevity acquired Heritage Makers and entered into an Asset Purchase Agreement with Heritage Makers. Cloward signed that agreement on behalf of himself.
Cloward then became Youngevity’s vice president of marketing. While still employed by Youngevity, Cloward became a participant and investor in, agent for, and promoter of Wakaya Perfection.
Acting individually and in concert with other Defendants while still employed at Youngevity, Cloward induced Youngevity distributors to breach their contracts with Youngevity in an effort to secure distributors and business opportunities for Wakaya.
Cloward has encouraged or solicited other Youngevity distributors to violate their contractual agreements with Youngevity. Cloward violated the Asset Purchase Agreement which he signed on behalf of himself.
About Youngevity International, Inc.
Youngevity International, Inc. (OTCQX: YGYI) (www.YGYI.com) is a fast-growing, innovative, multi-dimensional company that offers a wide range of consumer products and services, primarily through person-to-person selling relationships that comprise a network of networks.
The Company also is a vertically-integrated producer of the finest coffees for the commercial, retail and direct sales channels. The Company was formed after the merger of Youngevity Essential Life Sciences (www.youngevity.com) and Javalution Coffee Company in the summer of 2011. The company was formerly known as AL International, Inc. and changed its name to Youngevity International, Inc. in July 2013.