Counter Case Keurig

Case 1:18-cv-00095-LAK Document 36 Filed 04/19/18 Page 1 of 22
UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK
)
KEURIG GREEN MOUNTAIN, INC., a ) CIVIL ACTION NO. 18-CV-0095
Delaware corporation, )
)
Plaintiff, )
)
vs. )
)
GLOBAL BARISTAS U.S., LLC, a
)
Washington limited liability company, and
)
GLOBAL BARISTAS, LLC, a Washington
)
limited liability corporation
)
Defendants.
ANSWER AND COUNTERCLAIMS
Defendants Global Baristas U.S., LLC and Global Baristas, LLC (collectively, “the Global
Baristas Parties” in the singular) for its answer to Plaintiff’s complaint (the “Complaint”), responds
and alleges as follows:
1. The Global Baristas Parties are without knowledge as to the allegations in paragraph
1 of the Complaint (“Paragraph 1”) and deny that Plaintiff is entitled to any relief in this action.
2. The Global Baristas Parties are without knowledge as to the allegations in
Paragraph 2.
Paragraph 3.
4. The Global Baristas Parties admit the allegations in Paragraph 4, except deny that
Global Baristas, LLC manages Global Baristas U.S., LLC.
5. The Global Baristas Parties admit the allegations in Paragraph 5 for jurisdictional
purposes only.
6. The Global Baristas Parties deny the allegations in Paragraph 6, except admit that
this Court has personal jurisdiction over Global Baristas, LLC.
7. The Global Baristas Parties deny the allegations in Paragraph 7 except admit that
venue is proper.
8. The Global Baristas Parties admit that the Plaintiff and Global Baristas, LLC
entered into a trademark license agreement (the “Trademark License Agreement”), and refer the
Court to the Trademark License Agreement for the full meaning and import of its terms. The Global
Baristas Parties deny that Global Baristas U.S., LLC is a party to the Trademark License
Agreement.
Paragraph 9 and, to the extent Paragraph 9 refers to the Trademark License Agreement Global
Baristas refers the Court to the Trademark License Agreement and exhibits for the full meaning
and import of its terms.
Paragraph 10.
Paragraph 11.
Paragraph 12.
13. The Global Baristas Parties neither admit nor deny the conclusions of law asserted
in Paragraph 13, and refers the Court to the Trademark License Agreement for the full meaning
and import of its terms. The Global Baristas Parties deny that Global Baristas U.S., LLC is a party
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to the Trademark License Agreement and, accordingly, deny that Global Baristas U.S., LLC has
any obligations pursuant to the Trademark License Agreement.
3
18. The Global Baristas Parties deny the allegations in Paragraph 18 as phrased, and
refer the Court to the Trademark License Agreement for the full meaning and import of its terms.
The Global Baristas Parties deny that Global Baristas U.S., LLC is a party to the Trademark
License Agreement and, accordingly, deny that Global Baristas U.S., LLC has any obligations
pursuant to the Trademark License Agreement.
in Paragraph 19, and refer the Court to the Trademark License Agreement for the full meaning and
import of its terms.
22. The Global Baristas Parties neither admits nor denies the conclusions of law
asserted in Paragraph 22, and refer the Court to the Trademark License Agreement for the full
meaning and import of its terms. The Global Baristas Parties deny that Global Baristas U.S., LLC
is a party to the Trademark License Agreement and, accordingly, deny that Global Baristas U.S.,
LLC has any obligations pursuant to the Trademark License Agreement.
4
26. The Global Baristas Parties deny the allegations in Paragraph 26. Additionally, the
Global Baristas Parties deny that Global Baristas U.S., LLC is a party to the Trademark License
Agreement.
5
pursuant to the Trademark License Agreement. The Global Baristas Parties further refer the Court
to the letter annexed to the Complaint as “Exhibit B” (the “Notice Letter”) for the full meaning and
import of its terms, including the fact that the Notice Letter does not refer to Global Baristas U.S.,
LLC.
30. The Global Baristas Parties deny the allegations in Paragraph 30 and refer the Court
to the Trademark License Agreement for the full meaning and import of its terms. The Global
Agreement and, accordingly, deny that Global Baristas U.S., LLC has any obligations pursuant to
the Trademark License Agreement.
31. The Global Baristas Parties deny the allegations in Paragraph 31.
to the Trademark License Agreement for the full meaning and import of its terms. The Global
Agreement and, accordingly, deny that Global Baristas U.S., LLC has any obligations pursuant to
the Trademark License Agreement.
33. The Global Baristas Parties deny the allegations in Paragraph 33, and refer the Court
to the Trademark License Agreement for the full meaning and import of its terms. Global Baristas
6
neither admits nor denies any conclusions of law contained in Paragraph 33. The Global Baristas
Parties deny that Global Baristas U.S., LLC is a party to the Trademark License Agreement and,
accordingly, deny that Global Baristas U.S., LLC has any obligations pursuant to the Trademark
License Agreement.
34. The Global Baristas Parties denies the allegations in Paragraph 34 and refers the
Court to the terms of the Trademark License Agreement and the Notice Letter for their full meaning
and import. The Global Baristas Parties neither admit nor deny any conclusions of law contained
in Paragraph 34. The Global Baristas Parties deny that Global Baristas U.S., LLC is a party to the
Trademark License Agreement and, accordingly, deny that Global Baristas U.S., LLC has any
obligations pursuant to the Trademark License Agreement.
to the terms of the Trademark License Agreement and the Notice Letter for their full meaning and
import. Global Baristas neither admits nor denies any conclusions of law contained in Paragraph
35. The Global Baristas Parties deny that Global Baristas U.S., LLC is a party to the Trademark
to the terms of the Trademark License Agreement and the Notice Letter for their full meaning and
import. The Global Baristas Parties neither admit nor deny any conclusions of law contained in
Paragraph 36. The Global Baristas Parties deny that Global Baristas U.S., LLC is a party to the
PLAINTIFF’S COUNT I
7
37. In response to paragraph 37, the Global Baristas Parties adopt and restate their
answers to the preceding paragraphs as if fully stated.
38. The Global Baristas Parties lack knowledge or information sufficient to form a
belief as to the truth of the allegations in Paragraph 38.
39. Paragraph 39 sets forth legal conclusions to which no response is required. To the
extent the Court requires a response; the Global Baristas Parties deny the allegations in Paragraph
39.
40.
41.
42.
PLAINTIFF’S COUNT II
44.
8
45.
extent the Court requires a response; The Global Baristas Parties deny the allegations in Paragraph
46.
PLAINTIFF’S COUNT III
47. In response to paragraph 47, Global Baristas adopts and restates its answers to the
preceding paragraphs as if fully stated.
48. The Global Baristas Parties further deny that Global Baristas U.S., LLC is a party to the
50.
9
PLAINTIFF’S COUNT IV
53.
54.
55.
56.
PLAINTIFF’S COUNT V
10
58.
59.
PLAINTIFF’S COUNT VI
PLAINTIFF’S PRAYER FOR RELIEF
The Global Baristas Parties deny that Keurig Green Mountain, Inc. is entitled to any relief
from the Global Baristas Parties, or either of them, including the relief identified by Plaintiff in its
Prayer for Relief.
11
THE GLOBAL BARISTAS PARTIES’ AFFIRMATIVE DEFENSES
By pleading these defenses, the Global Baristas Parties do not assume the burden of
proving any fact, issue, or element of a cause of action where such burden properly belongs to
Plaintiff. Moreover, nothing stated herein is intended or shall be construed as a concession that
any particular issue or subject matter is relevant to Plaintiff’s allegations. The Global Baristas
Parties reserve the right to assert additional affirmative defenses as investigation and discovery
proceeds in this case
FIRST AFFIRMATIVE DEFENSE
The Trademark License Agreement (and any other contracts) referenced by Plaintiff in the
Complaint is/are unenforceable because it is in whole or in part unconscionable.
SECOND AFFIRMATIVE DEFENSE
The Trademark License Agreement (and any other contracts) referenced by Plaintiff in the
Complaint is/are unenforceable and void because it violates public policy, is per se illegal, and
because Plaintiff violated the law when presenting the contract to Global Baristas, LLC, including
the laws governing the sale of franchises in California, Hawaii, Illinois, Indiana, Maryland,
Michigan, Minnesota, New York, Virginia, Washington, Wisconsin, North Dakota, South Dakota,
Rhode Island, Florida, New Jersey, Connecticut, and Oregon.
THIRD AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred in whole or in part by its own breaches and/or failures to
perform under the contract or to satisfy one or all of the conditions precedent to the contract, and/or
by its breaches of the covenant of good faith and fair dealing.
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FOURTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred by the doctrines of economic duress, waiver, estoppel, laches
and unclean hands
FIFTH AFFIRMATIVE DEFENSE
Plaintiff’s Complaint fails to state a claim upon which relief may be granted against the
Global Baristas Parties, or either of them.
SIXTH AFFIRMATIVE DEFENSE
Plaintiff has waived, ratified, or released all or part of its claims against the Global Baristas
Parties and/or has acquiesced to the Global Baristas Parties’ conduct.
SEVENTH AFFIRMATIVE DEFENSE
Plaintiff will be unjustly enriched if allowed to recover on its claims.
EIGHTH AFFIRMATIVE DEFENSE
Without conceding that any act by the Global Baristas Parties caused damage to Plaintiff,
the Global Baristas Parties are informed and believe that they are entitled to offset and recoup.
NINTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred in whole, or in part, by the applicable statute of limitations.
TENTH AFFIRMATIVE DEFENSE
Plaintiff has failed to mitigate its claimed damages.
ELEVENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred in whole, or in part, by fraud, mistake, and/or duress.
TWELFTH AFFIRMATIVE DEFENSE
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The damages claimed by Plaintiff were caused by persons other than the Global Baristas
Parties over whom the Global Baristas Parties had no control, and were not caused or contributed
to by the Global Baristas Parties.
THIRTEENTH AFFIRMATIVE DEFENSE
Global Baristas U.S., LLC is not a party to the Trademark License Agreement and,
accordingly, is not bound by its terms. This Court does not have personal jurisdiction over Global
Baristas U.S., LLC.
FOURTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s claimed damages, if any, were caused in whole, or in part, by the acts and/or
omissions of Plaintiff and Plaintiff’s agents or representatives.
FIFTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred in whole, or in part, by the doctrine of intervening/superseding
cause.
SIXTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims under the Lanham Act are barred because Plaintiff abandoned the
trademarks that are the subject of those claims, and because those trademarks are otherwise
unenforceable or invalid.
SEVENTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s equitable claims are barred, in whole or in part, to the extent that there is an
adequate remedy at law.
EIGHTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s request for attorneys’ fees is barred, in whole or in part, to the extent it lacks any
basis in law or contract.
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THE GLOBAL BARISTAS PARTIES’ COUNTERCLAIMS
As and for its counterclaims against Plaintiff, the Global Baristas Parties plead and allege
as follows1:
1. On July 21, 2014, Plaintiff, Keurig Green Mountain, Inc. (“Plaintiff”) and Global
Baristas, LLC entered into the “Trademark License Agreement,” which provides Global Baristas,
LLC, with a license to use Plaintiff’s trademarks, including the “Tully’s” brand and other trade
names, trademarks and service marks in connection with the retail sale of licensed products, solely
at licensed retail stores, and in connection with the operation of licensed retail stores where
licensed products are used and sold.
2. The Trademark License Agreement provides Plaintiff with the right to exert
significant control over Global Baristas, LLC’s operations, including by conducting inspections of
Global Baristas, LLC’s businesses and operations; conducting ‘quality control audits;’ reserving
control over all advertising, promotional, and marketing efforts related to the businesses;
controlling the appearance and functionality of Global Baristas, LLC’s website; approving or
rejecting all vendors Global Baristas, LLC did business with; monitoring and approving/rejecting
all packaging of all products sold by Global Baristas, LLC supplied by another vendor; and
prohibiting Global Baristas, LLC from selling any competing products in its stores, among other
things.
3. Plaintiff exercised its rights to control Global Baristas, LLC’s business operations
pursuant to the Trademark License Agreement, including by taking actions in accordance with the
provisions set forth in paragraph 2, above.
1
Global Baristas reserves the right to amend its Counterclaim, if necessary, based on discovery
and further factual investigation.
15
4. The Trademark License Agreement provides that Global Baristas, LLC would pay
Plaintiff a ‘royalty fee’ of $250,000 per year, beginning in 2016. In fact, Plaintiff initiated this
lawsuit in order to collect that fee. The royalty fee constitutes a ‘payment’ to Plaintiff.
5. The Trademark License Agreement states that it applies to a “Territory” which is
defined as “worldwide except Japan.” Accordingly, the Trademark License Agreement is
applicable to the entire United States.
COUNTERCLAIM I – FAILURE TO REGISTER AND/OR DISCLOSE A FRANCHISE

AND RELATED VIOLATIONS OF STATE STATUTES OF CALIFORNIA, HAWAII,
MICHIGAN, NORTH DAKOTA, RHODE ISLAND, VIRGINIA, AND WASHINGTON
STATE
6. Global Baristas re-alleges and incorporates by reference paragraphs 1-5, above, as
if set forth fully herein.
7. Pursuant to its terms, the Trademark License Agreement is applicable to the entire
United States, so Global Baristas, LLC was granted in a franchise in all 50 states.
8. Pursuant to the terms of the Trademark License Agreement, Global Baristas was
granted (i) a license to use a trade name, service mark, trademark; and (ii) the right to engage in
offering goods or provide services under a marketing plan substantially prescribed by Plaintiff, and
that is substantially associated with Plaintiff’s trademarks, and in which Global Baristas, LLC and
Plaintiff had a community of interest in the marketing of goods/services and over which Plaintiff
had significant control. Pursuant to the Trademark License Agreement, in consideration of the
foregoing, Global Baristas, LLC was required to pay a fee in excess of $500. Accordingly, Plaintiff
offered and sold Global Baristas, LLC a franchise as defined by the “Registration State Statutes”
(as that term is defined in paragraph 9, below).
9. Accordingly, Plaintiff is required to comply with the requirements of all state laws
relevant to the sale of a franchise, including (i) the California Franchise Investment Law, California
16
Corporations Code, Title 4, Division 5, § 3100 et seq.; (ii) Hawaii’s Franchise Investment Law,
Hawaii Statutes & Rules, Title 26, Chapter 482E §482e-1 et seq.; (iii) Michigan’s Franchise
Investment Law, Michigan Compiled Laws Annotated, Chapter 445 § 445.1501 et seq.; (iv) North
Dakota’s Franchise Investment Law, North Dakota Statute and Court Rules, Title 51 § 51-19-01
et seq.; (v) Rhode Island’s Franchise Investment Act, Title 19, Chapter 28.1 § 19-28.1-1 et seq.;
(vi) Virginia’s Retail Franchising Act, Code of Virginia, Title 13.1, Chapter 8, § 13.1-557 et seq.;
and (vii) the Franchise Investment Protection Act, Washington State Statute, Title 19, Chapter
19.100, et seq. (Hereafter, the foregoing statutes are referred to as the “Registration State
Statutes.”)
10. Plaintiff violated the Registration State Statutes, by, among other things, failing to
register a FDD, selling a franchise without having first registered the FDD and selling a franchise
without first providing the FDD and all proposed agreements to the Global Baristas Parties prior
to the sale of the franchise.
11. Plaintiff’s violations of the Registration State Statutes were knowing, willful and
material.
12. Plaintiff’s violations of the Registration State Statutes have damaged the Global
Baristas Parties in an amount to be determined by the Court, and the Global Baristas Parties
demand that their first counterclaim be granted and that the Global Baristas Parties be awarded
actual damages, in an amount to be determined at trial, pursuant to the Registration State Statutes.
13. In the alternative, the Global Baristas Parties demand rescission, pursuant to the
laws of the states of California, Hawaii, Michigan, Washington, North Dakota, and Rhode Island.
14. In addition to any/all of the foregoing, the Global Baristas Parties demand their
costs and attorneys’ fees pursuant to the laws of the states of Hawaii, Michigan, Virginia,
17
Washington, North Dakota, and Rhode Island; three times actual damages pursuant to the laws of
the states of Hawaii and Washington; expert fees pursuant to the laws of the state of Rhode Island;
and interest of 12 percent from the date of purchase pursuant to the laws of the state of Michigan.
15. The Global Baristas Parties further seek to declare the franchise void pursuant to
Virginia state law.
COUNTERCLAIM II- VIOLATION OF TRADE PROTECTION STATUTES OF

FLORIDA AND NEW JERSEY
16. The Global Baristas Parties re-allege and incorporate by reference paragraphs 1-15,
above, as if set forth fully herein.
17. The Federal Trade Commission regulates the sale of franchises pursuant to 16
C.F.R. § 436.1, et seq. (the “FTC Rule”).
18. Pursuant to the FTC Rule, a commercial business arrangement is a “franchise” if it
satisfies three definitional elements: (1) the franchisor grants to franchisee the right to operate a
business that is identified or associated with the franchisor’s trademark; (2) the franchisor will
exert or has authority to exert significant control or provide significant assistance in the operation
of the business; and (3) as a condition of obtaining or commencing operation of the franchise, the
franchisee makes a required payment or commits to make a required payment to the franchisor or
its affiliate.
19. The Trademark License Agreement gave Global Baristas, LLC the right to operate
a business that is identified and associated with Plaintiff’s trademarks and other intellectual
property.
18
20. As stated in paragraphs (2) and (3), above, Plaintiff reserved the right to exert
significant control over Global Baristas, LLC’s operations, and did, in fact, exert significant
control over Global Baristas, LLC’s operations.
21. The Trademark License Agreement provided that Global Baristas, LLC would
make payments to Plaintiff.
22. Accordingly, the terms and conditions of the Trademark License Agreement
constitute a “franchise” relationship and the Trademark License Agreement constitutes the sale of
a “franchise” under the FTC Rule.
23. The FTC Rule provides that it is an unfair or deceptive act for the franchise seller
(here, Plaintiff) to fail to furnish a prospective franchisee (here, Global Baristas, LLC) with a copy
of the franchisor’s current disclosure document (the “FDD”), at least 14 calendar days before the
prospective franchisee signs a binding agreement with, or makes any payment to, the franchisor or
an affiliate in connection with the proposed franchise sale.
24. Plaintiff violated the FTC Rule by selling Global Baristas, LLC a franchise without
furnishing Global Baristas, LLC with an FDD.
25. As stated above, pursuant to the terms of the Trademark License Agreement,
Plaintiff sold Global Baristas goods/services and/or other things of value, in exchange for a fee.
26. As also stated above, pursuant to its terms, the Trademark License Agreement is
applicable to the entire United States.
27. Accordingly, Plaintiff’s sale of a franchise to Global Baristas, LLC violates the laws
of all U.S. trade protection statutes in each state, (i) the Florida Deceptive and Unfair Trade
Practices Act, Florida Statutes Annotated, Chapter 501 Part II, § 501.201 et seq. and (ii) the New
Jersey Consumer Frauds Act, Title 56, Chapter 8 § 56:8-1 et seq. (the “Trade Protection Statutes”).
19
28. Plaintiff violated the Trade Protection Statutes, by, among other things, engaging
in unfair or deceptive acts or practices in conducting trade or commerce and by employing
unconscionable tactics in connection with selling goods or services.
29. As stated above, Plaintiff’s failure to ever provide Global Baristas, LLC with an
FDD (in violation of the Registration State Statutes) also constitutes a violation of the FTC Rule.
Violation of the FTC Rule and/or state law constitutes a per se violation of the Trade Protection
Statutes.
30. Plaintiff’s violations of the Trade Protection Statutes were knowing, willful and
material.
31. Plaintiff’s violations of the Trade Protection Statutes have damaged the Global
Baristas Parties in an amount to be determined by the Court, and the Global Baristas Parties
demand that their second counterclaim be granted and that the Global Baristas Parties be awarded
actual damages, in an amount to be determined at trial, costs and attorneys’ fees, pursuant to the
Trade Protection Statutes, and a refund of all of their money and treble damages in accordance
with New Jersey Statute.
32. In the alternative, the Global Baristas Parties demand rescission of the Trademark
License Agreement and costs and attorneys’ fees in accordance with New Jersey Statute.
COUNTERCLAIM III– DECLARATORY JUDGMENT
34. The Trademark License Agreement constitutes the sale of a franchise.
35. As described above, Plaintiff violated the FTC Rule, the Registration State Statutes,
and the Trade Protection Statutes.
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36. Accordingly, the Trademark License Agreement is an illegal contract, and is null
and void and unenforceable as to the Global Baristas Parties.
COUNTERCLAIM IV– ATTORNEYS’ FEES
38. The Trademark License Agreement provides that the prevailing party in any action
related to the Trademark License Agreement shall be entitled to recover its reasonable attorneys’
fees and costs incurred in such a proceeding.
39. Accordingly, to the extent that the Global Baristas Parties, or either of them,
successfully defend the claims against them (or either of them), and to the extent the Global
Baristas Parties (or either of them) prevail in any of their counterclaims against Plaintiff, then the
Global Baristas Parties (or either of them) demand their fourth counterclaim be granted, and that
the Global Baristas Parties be awarded attorneys’ fees, in accordance with the Trademark License
Agreement’s terms.
PRAYER FOR RELIEF ON COUNTERCLAIMS
WHEREFORE, the Global Baristas Parties respectfully requests that this Court
deny the relief requested by the Plaintiff and grant the relief requested in the Global Baristas
Parties’ counterclaims, in their entirety, together with the costs and disbursements of this action.
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JURY DEMAND
Global Baristas demands a trial by jury on all claims and defenses to which it is entitled
by law.
Dated: New York, New York

April 19, 2018 EINBINDER & DUNN, LLP
/s/ Mackenzie Dimitri___________

Mackenzie Dimitri (MD-4684)
Michael Einbinder (ME-3930)
Attorneys for Defendants
112 Madison Avenue, FL. 8
New York, New York 10018
Tel: (212) 391-9500
Fax: (212) 391-9025
MLD@ed-lawfirm.com
ME@ed-lawfirm.com
22

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Case 1:18-cv-00095-LAK Document 36 Filed 04/19/18 Page 1 of 22

UNITED STATES DISTRICT COURT

ANSWER AND COUNTERCLAIMS

and alleges as follows:

2. The Global Baristas Parties are without knowledge as to the allegations in

3. The Global Baristas Parties are without knowledge as to the allegations in

Global Baristas, LLC manages Global Baristas U.S., LLC.

this Court has personal jurisdiction over Global Baristas, LLC.

9. The Global Baristas Parties are without knowledge as to the allegations in

and import of its terms.

any obligations pursuant to the Trademark License Agreement.

any obligations pursuant to the Trademark License Agreement.

any obligations pursuant to the Trademark License Agreement.

any obligations pursuant to the Trademark License Agreement.

any obligations pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

import of its terms.

pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

LLC has any obligations pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

the Trademark License Agreement.

the Trademark License Agreement.

obligations pursuant to the Trademark License Agreement.

pursuant to the Trademark License Agreement.

obligations pursuant to the Trademark License Agreement.

answers to the preceding paragraphs as if fully stated.

belief as to the truth of the allegations in Paragraph 38.

answers to the preceding paragraphs as if fully stated.

PLAINTIFF’S COUNT III

preceding paragraphs as if fully stated.

obligations pursuant to the Trademark License Agreement.

obligations pursuant to the Trademark License Agreement.

answers to the preceding paragraphs as if fully stated.

obligations pursuant to the Trademark License Agreement.

answers to the preceding paragraphs as if fully stated.

answers to the preceding paragraphs as if fully stated.

obligations pursuant to the Trademark License Agreement.

obligations pursuant to the Trademark License Agreement.

PLAINTIFF’S PRAYER FOR RELIEF

Prayer for Relief.

THE GLOBAL BARISTAS PARTIES’ AFFIRMATIVE DEFENSES

proceeds in this case

FIRST AFFIRMATIVE DEFENSE

Complaint is/are unenforceable because it is in whole or in part unconscionable.

SECOND AFFIRMATIVE DEFENSE

Rhode Island, Florida, New Jersey, Connecticut, and Oregon.

THIRD AFFIRMATIVE DEFENSE

by its breaches of the covenant of good faith and fair dealing.

FOURTH AFFIRMATIVE DEFENSE

and unclean hands

FIFTH AFFIRMATIVE DEFENSE

Global Baristas Parties, or either of them.

SIXTH AFFIRMATIVE DEFENSE

Parties and/or has acquiesced to the Global Baristas Parties’ conduct.

SEVENTH AFFIRMATIVE DEFENSE

Plaintiff will be unjustly enriched if allowed to recover on its claims.

EIGHTH AFFIRMATIVE DEFENSE

NINTH AFFIRMATIVE DEFENSE

TENTH AFFIRMATIVE DEFENSE

Plaintiff has failed to mitigate its claimed damages.