IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA

Ft. Lauderdale Division

SEAPOWER, INC.

Plaintiff,

v.

TONBO IMAGING PTE LTD,

Defendant.

_________________________________/

COMPLAINT

Plaintiff Seapower, Inc. sues Defendant Tonbo Imaging PTE LTD

for breach of contract.

Parties, Jurisdiction & Venue

1. Plaintiff Seapower, Inc. is a Virginia corporation with 

its principal place of business in Broward County, Florida.

2. Defendant Tonbo Imaging PTE LTD is a Singaporean 

business entity based in Singapore. It conducted business 

routinely in Broward County, Florida, including having multiple 

Florida-based employees and Florida-based management (senior 

management, namely Jagrut Patel and Sumeet Suri were based in 

Broward). Its sole Florida office was, at all material times, in 

Broward County, Florida. It was never authorized to do business in 

Florida and never had a registered agent in Florida. Service of 

process can be made by serving the Florida Secretary of State. See

Section 48.161 of the Florida Statutes.

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 1 of 6
3. Jurisdiction is proper pursuant to 28 U.S.C. § 1332 

(diversity) because there is complete diversity between the 

parties and because the amount in controversy is in excess of 

$75,000.00.

4. Venue is proper in Broward County, Florida, because the 

location of the parties’ business relationship was Tonbo’s office 

in Broward County, Florida. The money owed to the Plaintiff was 

owed here in Broward County, Florida. Defendant’s obligations

under the contract were due to be performed here in Broward County, 

Florida.

FACTS

5. On or about May 1, 2018, Plaintiff’s owner Vishal Kamal 

begin working for non-party Tonbo Imaging, Inc. based in Broward 

County, Florida. His pay was $120,000 annually. Kamal was paid 

and treated as an independent contractor. Tonbo Imaging, Inc. was 

a wholly owned subsidiary of the Defendant.

6. At some point around June 1, 2019, Kamal was advised 

that non-party Tonbo Imaging, Inc. was closing and was to be 

replaced by non-party Pixels on Target, LLC. The two companies 

share the same office space, employees, ownership, products, etc. 

This switch of corporate structure was undertaken with fraudulent 

intent because the Defendant and non-party Tonbo Imaging, Inc. was 

violating federal statutes concerning international technology 

transfers.

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 2 of 6
7. On July 1, 2019, the parties entered into the attached 

consultancy agreement. See Exhibit A. The new agreement was 

forced upon the Plaintiff as punishment for reporting the law 

violations to the CEO of Defendant Tonbo. Ironically, it was 

Defendant Tonbo’s CEO who requested that Kamal investigate and 

report back to him various financial and legal issues at the 

company. When the CEO heard what Kamal had to say, the new 

agreement was entered into.

8. The consultancy agreement memorialized the terms and 

conditions of the parties’ relationship. Althoughd termed a 

“consultancy agreement,” the Plaintiff was actually performing 

international sales for the Defendant. 

9. The new agreement lowered Plaintiff’s compensation to 

$100,000.00 annually.

10. On October 19, 2019, Plaintiff was terminated via email 

“back-dating” his termination to October 1, 2019. See Exhibit B. 

Plaintiff nevertheless performed services for the Defendant from 

October 1 through October 19, 2019.1 Defendant simply chose –

without any contractual or legal authority – to not compensate the

Plaintiff for those 19 days worked.

1 Plaintiff’s owner Vishal Kamal may have a claim under the Fair Labor 

Standards Act for the 19 days he worked without compensation to the extent the 

consultancy agreement did not properly create an independent contractor 

relationship.

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 3 of 6
11. Plaintiff was not given any notice of termination and 

certainly not the 30 day notice required by the contract. 

Plaintiffs should have been paid through November 19, 2019 – 30 

days after the termination notice.

12. Plaintiff is owed $16,666.67 in unpaid compensation for 

the months of October and November 2019.

13. Plaintiff is also owed $180,000 in unpaid but vested 

commissions. This is 2% of $9M in sales completed prior to 

termination. (This includes sales to SDLE in Spain and Koflar 

Night Systems in Denmark).

14. Plaintiff is also likely owed an additional 2% of sales 

in the range $2M-$5M that closed shortly after termination but 

that were made by the Plaintiff. Additional discovery will be 

needed to determine this amount.

15. Plaintiff is also owed $1,600 in unpaid reimbursements 

for phone bills.

16. All conditions precedent, if any, have been satisfied or 

waived.

17. Plaintiff has retained counsel and is obligated to pay 

a fee.

COUNT I – BREACH OF CONTRACT

18. Plaintiff incorporates paragraph 1 – 17.

19. The Parties had a contract. See Exhibit A.

20. Defendant breached the contract when it:

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 4 of 6
a. Failed to pay the Plaintiff for services rendered for 

October 1, 2019 through October 1, 2019, and

b. Failed to give the Plaintiff 30 days notice of 

termination.

21. Plaintiff fully performed under the contract.

22. Plaintiff has been damaged:

a. $16,666.67 in unpaid monthly compensation.

b. $180,000.00 in unpaid but vested commissions.

c. An undetermined additional amount of commissions.

d. $1,600 in unreimbursed expenses.

COUNT II – UNJUST ENRICHMENT

23. Plaintiff incorporates paragraph 1 – 17.

24. This count is pled in the alternative to Count I.

25. Plaintiff performed services to and for the Defendant.

26. The Defendant has benefitted from these services, 

specifically sales of military hardware. 

27. Defendant has benefited to the tune of several millions 

of dollars in defense equipment sales.

28. Plaintiff is the reason the Defendant obtained this

benefit.

29. Defendant has been enriched by the services of the 

Plaintiff, but it is unjust for the Defendant to obtain these 

benefits without properly compensating the Plaintiff.

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 5 of 6
30. Under the circumstances, it would be unfair and unjust 

to not compensate the Plaintiff accordingly.

31. Plaintiff has been damaged:

a. $16,666.67 in unpaid monthly compensation.

b. $180,000.00 in unpaid but vested commissions.

c. An undetermined additional amount of commissions.

d. $1,600 in unreimbursed expenses.

Jury Trial Demand

Plaintiff demands trial by jury on all counts so triable.

Prayer for Relief

Plaintiff prayers that final judgment is entered on his behalf 

and against the Defendant in the amounts identified above. 

Plaintiff requests a judgment for fees and costs.

Respectfully submitted,

_/s/ Matthew Sarelson

Florida Bar 888281

MATTHEW SETH SARELSON, P.A.

Attorneys for Plaintiff

2100 Ponce de Leon, Suite 1290

Coral Gables, Florida 33134

305.773.1952

msarelson@sarelson.com

Case 0:20-cv-61342-FAM Document 1 Entered on FLSD Docket 07/06/2020 Page 6 of 6