COMPLAINT

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UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA

REDUCE, LLC,

Plaintiff,

v.

BOARDWALK BRAND INC., 

Defendant.

 

Case No.: 

COMPLAINT AND DEMAND FOR JURY TRIAL

Plaintiff, REDUCE, LLC, a Florida limited liability company, by and through 

undersigned counsel, hereby sues BOARDWALK BRAND, INC., a Washington corporation, 

complains and alleges as follows:

GENERAL ALLEGATIONS

NATURE OF ACTION

1) This is a diversity action for breach of contract and declaratory relief pursuant to 

28 U.S.C. § 2201. 

PARTIES, JURISDICTION, AND VENUE

2) This Court has specific and general jurisdiction over the parties to this action.

3) The Plaintiff, REDUCE, LLC (“Plaintiff”), is a Florida limited liability company 

with its principal place of business located in Miami, FL.

4) Plaintiff’s sole member is Manduu USA Inc., a Florida corporation with its 

principal place of business located in Miami, Florida.

5) Upon information and belief, Defendant, BOARDWALK BRAND, INC. 

(“Boardwalk”) is a Washington corporation with its principal place of business in Seattle, 

Washington.

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6) This Court has jurisdiction over the subject matter of this action pursuant to 28 

U.S.C. § 1332 because the amount in controversy exceeds $75,000, exclusive of interest and 

costs, and the parties are of diverse citizenship.

7) Venue is proper in this District pursuant to 28 U.S.C. § 1391 because this is the 

judicial district where a substantial part of the events or omissions that gave rise to the 

claims occurred.

FACTS COMMON TO ALL CAUSES OF ACTION

8) Plaintiff manufactures dietary supplements under the brand name “Slimcube.”

9) Slimcubes are nutritional bars that people eat in lieu of meals to help them lose 

weight. 

10) Slimcubes are formulated to provide individuals with their necessary daily 

nutrients and aid in the reduction of weight by reducing an individual’s calorie intake. 

11) In early 2020, Plaintiff desired to have a clinical trial of the Slimcube product 

conducted.

12) Plaintiff and Boardwalk entered into negotiations for Boardwalk to conduct the 

study.

13) On April 18, 2020 Boardwalk sent Plaintiff an email (hereinafter, the “Email”) 

setting forth its proposal for a study to test the effectiveness of the Slimcube product. A copy 

of the Email is annexed hereto as Exhibit “1.” 

14) Attached to the Email was a document titled Scope of Work (hereinafter, the 

“Contract”). A copy of the Contract is annexed hereto as Exhibit “2.”

15) The Contract was prepared by Boardwalk for Plaintiff’s review and acceptance. 

16) On April 20, 2020, Plaintiff executed the Contract and returned it to Boardwalk. 

17) Pursuant to the Contract, Boardwalk agreed to prepare a study of twenty-to-thirty

individuals who used the Slimcube product for thirty days.

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18) In exchange Plaintiff agreed to pay Boardwalk the sum of $9,500. 

19) The Contract provides, in pertinent part, as follows:

Changes to the Services:

Two (2) alterations of the Project are included in the fixed fee 

price as described in Section 2, above. You understand that any 

additional changes to the Project (or Projects) may result in any 

or all of the following: Increased fees for services, increased 

expenses, an extended timeline, and any other reasonably 

foreseeable consequences to be paid at the rate of $30/hour for 

reasonable time spent incorporating major changes. Upon 

requesting a change, we will fully document the change 

including its impact on Project costs, expenses, and deadlines. 

Any Change Orders must be agreed upon by both parties and, 

upon execution, become part of this SOW.

See Ex. 2, p. 1.

20) Thereafter Boardwalk conducted the study. 

21) Plaintiff performed all the conditions required of it under the Contract. 

22) Boardwalk did not prepare any change orders, nor did it orally request any 

changes to the Contract or to Boardwalk’s scope of work. 

23) In emails to Plaintiff, Boardwalk affirmatively stated that it was not charging for 

any additional work under the Contract.

24) On July 3, 2020 Plaintiff declined to renew the Contract and asked for the items 

Boardwalk agreed to provide under the Contract. 

25) Boardwalk responded by presenting Plaintiff with a bill for $115,775 which 

Boardwalk claimed was due and payable on July 3, 2020. 

26) Plaintiff was forced to hire the law firm of Hirzel Dreyfuss & Dempsey, PLLC to 

prosecute this action and is entitled to an award of its attorneys’ fees and costs of suit.

27) All conditions precedent to the commencement of this action have occurred, or 

have been performed, excused, satisfied or waived.

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CAUSES OF ACTION

First Cause of Action

(Breach of Contract)

28) Plaintiff realleges each and every allegation contained in Paragraphs 1 through 

29 as though set forth in full in this paragraph.

29) Plaintiff and Defendant entered into the Contract.

30) Plaintiff performed all the stipulations, conditions, and agreements required of it 

under the terms of the contract.

31) Boardwalk has materially breached its contractual duties to the Plaintiff.

32) As a direct, proximate and foreseeable result of Boardwalk’s material breaches

of the Contract, Plaintiff has been damaged.

Second Cause of Action

(Declaratory Relief)

33) Plaintiff realleges each and every allegation contained in Paragraphs 1 through 

34 as though set forth in full in this paragraph.

34) An actual controversy has arisen and now exists between Plaintiff and Boardwalk 

as to the rights and duties of the parties under the Contract.

35) Plaintiff is entitled to a declaration pursuant to 28 U.S. Code § 2201 et seq. setting 

forth the rights, obligations, and duties of the parties hereto. Specifically, Plaintiff seeks a 

declaratory judgment from this Court establishing that Boardwalk is not entitled to any 

additional compensation under the Contract.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a 

judgment in his favor and against Boardwalk for: 

A) all recoverable compensatory, statutory, and other damages sustained by Plaintiff;

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B) both pre-judgment and post-judgment interest on any amounts awarded;

C) attorneys’ fees, costs, and expenses; 

D) a declaration of the rights and duties of the parties to the Contract;

E) equitable relief; and

F) such other relief as the Court may deem be just and proper.

DEMAND FOR JURY TRIAL

Plaintiff demands a jury trial on all issues so triable, and a trial pursuant to Rule 39(c), 

Federal Rules of Civil Procedure, as to all matters not triable as of right by a jury to the 

extent permitted by law.

Dated: July 7, 2020 Respectfully submitted,

Miami, FL

HIRZEL DREYFUSS & DEMPSEY, PLLC

Counsel for Plaintiff

2333 Brickell Avenue, Suite A-1

Miami, Florida 33129

Telephone: (305) 615-1617 

Facsimile No. (305) 615-1585

By: /s/ Leon F. Hirzel 

 LEON F. HIRZEL

Florida Bar No.: 085966

Email: hirzel@hddlawfirm.com

PATRICK G. DEMPSEY

Florida Bar No.: 27676

Email: dempsey@hddlawfirm.com

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