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IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 

AST & SCIENCE LLC,

Plaintiff,

vs.

DELCLAUX PARTNERS SA,

Defendant.

_______________________________/

 

 

 JURY TRIAL DEMANDED

COMPLAINT 

Plaintiff AST & Science LLC (“AST”) brings this action against Defendant Delclaux 

Partners SA (“Delclaux”) alleging as follows:

INTRODUCTION

1. In breach of contract and in violation of United States Securities Laws, Defendant Delclaux 

acted in the capacity of a broker-dealer without the requisite registrations and licensures. 

2. AST had contracted with Delclaux to serve as a “finder” in connection with its Series A 

and Series B financings. As a finder, Delclaux would be limited to introducing potential investors 

to AST and could take no further part in the investment process. 

3. AST received express assurances from Delclaux that, for whatever activity it did ultimately 

take under the contract, it would have and would maintain all licenses, permits, and other 

authorizations required under applicable laws, rules, and regulations. 

4. AST paid significant sums to Delclaux as a “finder’s fee” upon the closing of the Series A 

financing, all without knowing that Delclaux had acted beyond the scope of a mere finder and 

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without the requisite licenses and registrations of a broker-dealer under the Securities Exchange 

Act of 1934 (the “Exchange Act”) and the rules of the Financial Industry Regulatory Authority 

(“FINRA”). 

5. Instead of disclosing its breach and unauthorized conduct, and returning the monies paid, 

Delclaux demanded additional payments from AST in connection with the Company’s Series B 

financing. Such demands were unwarranted and audacious—not only because Delclaux was in 

breach of the Parties’ contract, but because Delclaux had provided no services of value to AST in 

connection with the Series B. 

6. AST rejected Delclaux’s demands for payment. Because it did not yet realize that Delclaux 

had failed to comply with the terms of the Parties’ contract, it sought to work with Delclaux to find 

an amicable resolution to the demands and establish a positive working relationship going forward. 

7. Dissatisfied, Delclaux, by and through its CEO and President, Pedro Delclaux, initiated a 

campaign of harassment. Delclaux continued to press its unfounded claim for additional fees with 

AST—repeatedly contacting AST’s officers, instigating conflict with AST’s former investment 

banker, and contacting certain of AST’s investors. 

8. During this time, AST discovered Delclaux’s breach. By formal correspondence sent in 

January 2020, AST promptly notified Delclaux of the breach and terminated the Parties’ contract. 

9. Delclaux, however, was undeterred. Harassing messages continued, pressing arguments 

that had long since been rejected by AST. Gaining no traction with AST’s officers, Delclaux 

determined to make its demands directly to AST’s Board of Directors, disparaging AST’s CEO 

and COO/CFO in the process. 

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10. Given that hostilities appeared to be unavoidable, AST resolved to initiate this lawsuit to 

seek redress for Delclaux’s contractual breaches and to recover the damages suffered by AST in 

connection with the same.

JURISDICTION AND VENUE

11. Subject matter jurisdiction is proper under 28 U.S.C. § 1332(a) because this is a civil action 

between Plaintiff, a citizen of a State, and Defendant, a citizen of a foreign state, and the value of 

the matter in controversy exceeds seventy-five thousand dollars ($75,000) exclusive of interest 

and costs. 

12. Subject matter jurisdiction is also proper under 28 U.S.C. § 1331 because this action arises 

under the laws of the United States insofar as it necessitates the resolution of disputed and 

substantial federal issues under United States Securities Laws. 

13. Personal jurisdiction is proper because Defendant Delclaux has sufficient minimum 

contacts with Florida, including by negotiating a contract that is governed by Florida law and that 

provides for Florida courts as the exclusive forum for any disputes arising under the contract, and 

by soliciting and doing business with an entity whose principal place of business was in Florida 

for the majority of the time period relevant to this lawsuit. 

14. Venue is proper under 28 U.S.C. § 1391(b)(2) because a substantial part of the negotiations 

of the contract which gives rise to this lawsuit occurred in the Southern District of Florida. In 

addition, that contract provides for “the applicable state or federal court in Miami, Florida” as the 

exclusive forum for any disputes between the Parties.

PARTIES

15. AST is a Delaware limited liability company in the business of satellite technology and 

global satellite-based communications. Its principal place of business is currently at the Midland 

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International Air and Space Port at 2901 Enterprise Lane, Midland, TX 79706. Until 2019, its 

principal place of business was at 111 Brickell Avenue, Suite 1100, Miami, Florida 33131. AST 

continues to maintain an office in the Miami area. 

16. Delclaux is a Spanish company located at Paseo de la Castellana 151, 11-A, Madrid 28046, 

Spain.

FACTUAL BACKGROUND

Delclaux Begins Working With AST

17. AST was formed in 2017 by satellite-industry pioneer, entrepreneur, and inventor Abel 

Avellan. Together with its global partners, the Company is currently building the first and only 

space-based cellular broadband network aimed to provide high speed connectivity to smartphones 

located anywhere on Earth. 

18. In late 2017, AST began working with Delclaux as it initiated its Series A financing.

19. Delclaux introduced AST to an investment banking company located in New York to assist 

with the Company’s financing efforts. 

20. AST and the investment banking company contracted in November 2017, and the Series A 

financing was pursued in earnest.

The Parties Enter a Finder’s Fee Agreement

21. As work on the Series A proceeded and work on a Series B financing was getting 

underway, AST and Delclaux discussed entering a formal contract. 

22. Following discussions between the Parties, a Finder’s Fee Agreement was entered as of 

June 18, 2018 (the “Agreement”). A copy of the Agreement is attached hereto as Exhibit A.

23. Under the Agreement, Delclaux was to serve in the role a “Finder” for all “Financings.” It 

was to assist AST and AST’s investment banker with efforts relating to the Financings, but was 

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not to “perform any act in connection with [the] Agreement, which (i) would require Finder to be 

registered as an investment advisor or broker-dealer or (ii) is in violation of any state or federal 

securities laws in the United States of America or any other relevant securities laws in other 

jurisdictions.” 

24. The Agreement did not detail the types of activity in which Delclaux could engage. 

Instead, assured by Pedro Delclaux’s representations of having more than 40 years’ experience in 

similar types of arrangements, AST relied on Delclaux to know and stay within any applicable 

legal and regulatory boundaries. 

25. In that regard, Delclaux expressly covenanted, represented, and warranted to AST that, 

whatever work was performed under the Agreement, it would have and would maintain “all 

licenses, permits and other authorizations required by applicable laws, rules or regulations...” 

Delclaux further covenanted, represented, and warranted that it would “conduct its activities in 

connection with its engagement hereunder in compliance with all applicable securities and other 

laws, rules and regulations.” In addition, Delclaux promised to indemnify AST for any losses, 

claims, damages, costs, and expenses incurred as a result of a breach of these covenants. 

26. Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1), forbids unregistered brokers 

or natural persons not associated with a registered broker from “making the use of the mails or any 

means or instrumentality of interstate commerce to effect any transactions in, or to induce or 

attempt to induce the purchase or sale of, any security . . . unless such broker or dealer is registered 

in accordance with subsection (b) of this section.” The referenced subsection includes the 

requirement that registration as a broker also requires an entity to become a member of FINRA, as 

the only “national securities association” chartered under the Exchange Act. In the case of 

individuals, this requirement is met by becoming registered, sometimes also referred to as 

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“licensed,” as an associated person of a FINRA member organization. In turn, FINRA Rule 2040 

prohibits the payment of transaction-based compensation to unregistered brokers.

27. In terms of Delclaux’s compensation under the Agreement, it provided for fees in two 

different circumstances. First, Delclaux would receive fees in connection with any investments 

made by specified potential investors in connection with the Series B financing. Second, Delclaux 

would receive a portion of any fees paid to the investment banker that it had introduced to AST in 

connection with either the Series A or B financings. 

28. Both forms of potential payment to Delclaux were contingent upon the closing of 

investments made in the Series A and B financings, and were to be calculated as a percentage of 

any amounts so invested.

AST Successfully Closes Its Series A Financing and Pays Delclaux

29. AST successfully closed its Series A financing at the end of June 2018.

30. AST raised $10 million in the Series A. 

31. Delclaux was paid a fee at the close of that transaction, which fee was invoiced as a 

“finder’s fee,” but was calculated as a percentage of the actual cash payment made to the 

investment baking company introduce by Delclaux. 

Delclaux Demands Additional Payments and AST Discovers Delclaux’s Breach

32. Efforts on the Series B financing followed the close of the Series A. 

33. In January 2019, AST replaced its investment banking company with a new company that 

had no connection with Delclaux.

34. AST raised approximately $110 million in connection with the Series B, closing 

transactions with multiple investors at the end of 2019 and in 2020. 

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35. After the first of these transactions closed in October 2019, Delclaux began inquiring about 

additional fees. AST explained to Delclaux that no fees were owing under the Agreement. The 

particular investors with whom Delclaux had introduced AST and who were specified in the 

Agreement had not invested. In addition, no payments were otherwise due to the original 

investment banking company to whom Delclaux’s additional fee was tied.

36. The investments that made up the Series B all resulted from AST’s own efforts and those 

of its new investment bankers. Neither the work of AST’s original investment banking company, 

nor any work of Delclaux contributed to the investments. 

37. Nevertheless, through the end of December 2019, Delclaux made repeated demands for 

additional fees. AST sought to work with Delclaux to find an amicable solution and establish a 

positive working relationship going forward.

38. No resolution was reached, however, and Delclaux continued to press its demands. 

39. AST then learned that Delclaux’s activities under the Agreement were beyond the scope 

of a mere finder. During the term of the Agreement, Delclaux had directly engaged with potential 

investors over and above simple introductions. Delclaux sought business plans of AST, marketing 

presentations, and AST’s financials, and, on information and belief, obtained and used such 

confidential materials. Delclaux directly pursued discussions with potential investors on behalf of 

AST, following up with their representatives after initial contact had been made. Delclaux 

attended meetings and took telephone calls with potential investors, and was otherwise involved 

in activities surrounding the fundraising process. 

40. Moreover, Delclaux negotiated an agreement with AST’s initial investment banker 

whereby the investment banker’s fee from AST was reduced in an amount that would account for 

and be equal to the fee to be paid to Delclaux. Both fees for Delclaux under the Agreement were 

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ultimately transaction-based, meaning they were only paid upon a successful investment in 

connection with the Series A and B financings, and were determined based on a specified 

percentage of the amount invested. 

41. In short, Delclaux engaged in activity on behalf of AST and received payments from AST 

that transformed the intended role of a finder into one of a broker-dealer.

42. AST’s reliance on Delclaux to know and abide by the rules and guidelines applicable to 

finders and broker-dealers was quickly shown to have been misplaced. Upon further investigation, 

AST learned that Delclaux’s activities and payment under the Agreement constituted the work of 

a broker-dealer that required certain licenses and registrations. Despite the representations and 

covenants in the Agreement that all necessary licenses and registrations would be in place and 

maintained, AST discovered that Delclaux was not registered with the United States Securities & 

Exchange Commission (“SEC”) and was not licensed with or a member of FINRA. 

43. Accordingly, by letter dated January 26, 2020, AST formally terminated the Agreement 

with Delclaux, notified Delclaux of its breach, demanded a return of all confidential information 

as required under the Agreement, and once again rejected Delclaux’s persistent demands for 

additional payment. 

Delclaux Engages in a Campaign of Harassment

44. Delclaux, however, did not acknowledge its breach, return AST’s confidential information, 

or offer to return the monies it improperly received from AST in connection with the Series A 

financing. 

45. Instead, Delclaux initiated a campaign of harassment, repeatedly contacting AST’s officers 

with the same demands for payment that had already been rejected.

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46. On information and belief, Delclaux also sought to incite controversy between AST and its 

former investment banking company, hoping that if the investment banking company would 

somehow demand and receive a fee, Delclaux might receive the derivative fee it was seeking.

47. Making no progress with AST’s officers, Delclaux began contacting investors and board 

members of AST, disparaging AST’s officers and claiming that payments were being unfairly 

withheld.

48. With no end to the hostilities in sight, and having suffered damages, including in the form 

of payments made to Delclaux while it was in breach of the Agreement, AST determined to initiate 

this lawsuit. 

COUNT ONE

(Breach of Contract)

49. AST realleges and incorporates by reference paragraphs 1 through 48 of this Complaint.

50. The Agreement between AST and Delclaux created legally enforceable rights and 

obligations.

51. At all relevant times, AST adequately performed and fulfilled its obligations under the 

Agreement.

52. Delclaux breached the Agreement, including by (i) engaging in activity that exceeded the 

agreed upon scope of its activities under the Agreement, (ii) not obtaining or maintaining all 

licenses, permits, and other authorizations required by applicable laws, rules, or regulations 

governing Delclaux’s activities under the Agreement, (iii) not acting in compliance with all 

securities and other laws, rules, and regulations applicable to Delclaux’s activities under the 

Agreement, and (iv) refusing to return confidential information obtained from AST under the 

Agreement. 

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53. AST has sustained and will sustain damages as a result of Delclaux’s breaches of the 

Agreement, in an amount to be determined at trial.

PRAYER FOR RELIEF

WHEREFORE, AST respectfully requests that this Honorable Court award the following 

relief:

a. Assume jurisdiction of this case;

b. Enter judgment in AST’s favor and against Delclaux on Count I of this 

Complaint;

c. Award monetary damages incurred by AST as a result of Delclaux’s breaches, 

in an amount to be proven at trial, and disgorgement of all fees paid by AST to 

Delclaux under the Agreement, together with all expenses, costs, and applicable 

interest; and

d. Award such other and further relief as the Court deems just and proper.

DEMAND FOR JURY TRIAL

AST hereby demands a trial by jury for all claims so triable.

 Dated: August 11, 2020

Respectfully Submitted,

/s/ Mark J. Neuberger 

Mark J. Neuberger (Fl. Bar No. 982024)

Andrea Picco (Fl. Bar No. 1011573)

FOLEY & LARDNER LLP

One Biscayne Tower

2 South Biscayne Boulevard

Miami, Florida 33131

Telephone: 305-482-8400 

Facsimile: 305-482-8600 

mneuberger@foley.com

apicco@foley.com

and

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Geoffrey M. Raux (motion for admission pro 

hac vice forthcoming)

graux@foley.com

FOLEY & LARDNER LLP

111 Huntington Avenue

Boston, Massachusetts 02199

Telephone: 617-342-4000 

Facsimile: 617-342-4001

Joseph D. Edmondson, Jr. (motion for 

admission pro hac vice forthcoming)

jedmondson@foley.com

FOLEY & LARDNER LLP

Washington Harbour

3000 K Street, N.W.

Washington, D.C. 20007

Telephone: 202-672-5300 

Facsimile: 202-672-5399

 

Attorneys for Plaintiff

 

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