Protection Capital, LLC v. IP Co., LLC

Background 24 This case arises from Defendant IP Co., LLC’s (“IPCO”) failure to continue 25 payments to PPC pursuant to a Convertible Promissory Note and a Note Purchase 26 Agreement the two parties executed on April 30, 2007. Under the Note, IPCO 27 had access to unsecured loans of up to a maximum aggregate value of $500,000 were required to pay PPC five percent (5%) of all “products, proceeds and amounts received” with respect to the intellectual property identified in the Purchase Agreement. Between 2008 and 2017, IPCO remitted the five percent (5%) owed to PPC under the Purchase Agreement without any form of protest or reservation of rights. In 2017, Glocom purchased 100% of IPCO’s membership interests with knowledge of IPCO’s continuing financial obligations to PPC under the Note and Purchase Agreement. PPC alleges that, after Glocom’s acquisition of 100% of IPCO’s membership interest, Glocom instructed IPCO to breach its financial obligations to PPC under the Purchase Agreement. Due to IPCO’s failure to pay PPC since the Glocom acquisition, it is alleged that between $150,000 and $500,000 is…