Protection Capital, LLC v. IP Co., LLC

Background 27 This case arises from IPCO’s failure to continue payments to PPC pursuant executed on April 30, 2007. Under the Note, IPCO had access to unsecured loans of up to a maximum aggregate balance of $500,000 between 2007 and 2012. Under the Purchase Agreement, IPCO and its affiliates 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 all 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 acquisition, 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, between $150,000 and $500,000 is owed by IPCO to PPC at minimum. PPC has since provided IPCO with written notice of default and demand for…