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4873-1794-6166.1

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

Case No.: 

Venus Concept USA, Inc., a

Delaware corporation,

Plaintiff,

v.

Fanatical Skin Ink, LLC, a North Carolina 

limited liability company, and Nicole 

Johnson, an individual,

Defendants.

___________________________________/

COMPLAINT

Plaintiff, Venus Concept USA, Inc. (“Venus” or “Plaintiff”), sues Defendants, Fanatical 

Skin Ink, LLC (“Customer”) and Nicole Johnson (“Guarantor,” with Customer, “Defendants”), 

for damages and equitable relief, and alleges:

Parties, Jurisdiction, and Venue

1. This Court has jurisdiction pursuant to 28 U.S.C. §1332(a) based on diversity of 

citizenship. 

2. This is an action for money damages and other relief in excess of $75,000.00, 

exclusive of costs, interest, and attorneys’ fees.

3. Venue lies in the Southern District of Florida pursuant to 28 U.S.C. §1391(b).1

1 Venue is proper in Miami-Dade County, Florida because that is the forum in which the parties 

agreed to litigate their claims pursuant to the Subscription Agreement (defined below). 

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4. Venus is a Delaware corporation conducting business in Miami-Dade County, 

Florida and with its principal place of business located in Florida. Venus is deemed a citizen of 

Delaware and Florida for purposes of §1332(c). 

5. Customer is a North Carolina limited liability company and is a citizen of North 

Carolina. 

6. Guarantor is a sui juris individual over the age of 18 who has guaranteed the 

performance of Customer’s obligations under the Subscription Agreement that is the subject to 

this action. Upon information and belief, Guarantor is a resident of North Carolina and citizen of 

North Carolina and is the sole member of Customer.

Introductory Statement

7. Venus is a medical aesthetic device company in the business of developing, 

commercializing, and delivering minimally invasive and non-invasive medical aesthetic and hairrestoration technologies and devices to its customers, such as Defendants. On or about August 16, 

2019, Venus delivered its “Venus Versa,” as well as additional supplies and goods to Defendants, 

to which Defendants received and accepted. As is explained in greater detail below, Defendants 

failed to provide Venus the benefit of its bargain by failing to adequately compensate Venus the 

reasonable value of the goods and services Defendants have received, accepted, and enjoyed 

pursuant to the Subscription Agreement. 

GENERAL ALLEGATIONS

8. Venus and Customer entered into and executed that certain “Subscription 

Agreement” dated August 16, 2019—Agreement # 0037256-4 (the “Subscription Agreement”), 

whereby Venus promised to deliver certain medical aesthetic device(s) and supplies (“Goods”) in 

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consideration for Customer’s promise to pay $107,000.00 in certain monthly installments listed 

therein. A true and correct copy of the Subscription Agreement is attached hereto as Exhibit A.

9. On the same day as Customer executed the Subscription Agreement, Guarantor 

executed and delivered a guaranty to Venus (“Guaranty”), wherein Guarantor personally 

guaranteed the full payment and punctual performance of all Customer’s obligations under the 

Subscription Agreement. See Exhibit A, p.3. 

10. Venus delivered all Goods and related supplies and materials listed within the 

Subscription Agreement to Defendants. Defendants received and accepted all such Goods and 

related supplies and materials listed within the Subscription Agreement.

11. Defendants failed to make the requisite payments under the Subscription 

Agreement and have been in continuing, unremedied default of their payment obligations under 

the Subscription Agreement since September 25, 2019.

12. Defendants’ failure to make all of the requisite payments due and owing since 

September 25, 2019, constitutes an event of “Default” under the Subscription Agreement. See 

Subscription Agreement, § 13.a. (“Each of the following is a material default by the Customer: 

Customer fails to make any payment or pay any other amounts due under this Agreement . . . 

within ten (10) days after the same is due and payable[.]”).

13. Upon the happening of a Default, the Subscription Agreement allows for and 

provides Venus with the right to immediately terminate same and to accelerate any and all 

payments remaining under the Subscription Agreement that would not have otherwise been due 

and owing but for the Default:

14. Effect of Default - In the event of any Default, Venus Concept may take any one of the following actions (separately or cumulatively): (i) terminate

this Agreement with immediate effect and in such case the provisions of Section 15 below shall apply; (ii) without notice to the Customer or resort to

legal process, remotely disconnect or otherwise disable the operation of the System; and/or (iii) cease providing the Customer with the Services

(including the Limited Warranty for the System). (iv) obtain credit bureaus reports and /or any other searches or enquiries to determine credit 

worthiness.

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15. Effect of Termination or Expiration - In the event of termination or expiration of this Agreement, the following shall apply:

The Customer shall pay forthwith (without notice) to Venus Concept as liquidated damages, and not as a penalty, an amount (the 'Liquidated

Damages") equal to the aggregate of:

(i) Unpaid payments and other amounts payable hereunder and unpaid as of the date of Default, and

(ii) The unpaid value of:

(A) Any remaining Monthly Installment payable from the date of Default, and

(B) Amounts otherwise payable under the Agreement, and

(iii) Any Enforcement Costs (as defined below) incurred by Venus Concept, and

(iv) Interest thereon (as defined below) from the date of the Default until payment in full.

14. Because Defendants defaulted by failing to pay all amounts due by September 25, 

2019, or any time thereafter, Venus delivered a Notice of Termination dated June 30, 2022, to 

Defendants terminating the Subscription Agreement and demanding payment of any and all 

amounts due under same, including interest, costs, and attorneys’ fees, as is allowable under the 

clear and unambiguous language of the Subscription Agreement (the “Notice of Termination”). A 

true and correct copy of the Notice of Termination is attached hereto as Exhibit B.

15. Defendants failed to pay the amounts demanded pursuant to the Notice of 

Termination or otherwise respond to the Notice of Termination.

16. As of June 30, 2022, Defendants—jointly and severally—owe Venus a total of

$79,836.44, consisting of the remaining value of the Subscription Agreement plus accrued interest.

Venus is also entitled to interest on all amounts past due at a rate of 18% per annum and attorneys’ 

fees and costs.

17. All conditions precedent to filing this action have occurred or have otherwise been 

waived or excused by Defendants.

18. Venus has retained the undersigned counsel to bring this action and has agreed to 

pay a reasonable fee for said attorneys’ fees and costs, and Venus is entitled to recover its 

attorneys’ fees, costs, and expenses for bringing this action.

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COUNT I – BREACH OF CONTRACT

19. Venus re-alleges and incorporates paragraphs 1 through 18 as if fully set forth 

herein.

20. This is an action against Defendants for breach of the Subscription Agreement.

21. Venus and Defendants entered into and executed the Subscription Agreement.

22. The Subscription Agreement is a valid contract.

23. Venus fully performed its obligations under the Subscription Agreement by, inter 

alia, providing Defendants with the Goods and complying with all other requirements under the 

Subscription Agreement.

24. Defendants have defaulted under and materially breached the Subscription 

Agreement by failing and refusing to pay amounts due and owing to Venus pursuant to the 

Subscription Agreement despite demand by Venus.

25. Venus has suffered, and continues to suffer, damages as a result of Defendants’ 

breach of the Subscription Agreement.

COUNT II – BREACH OF GUARANTY

26. Venus re-alleges and incorporates paragraphs 1 through 18 as if fully set forth 

herein.

27. This is an action against Guarantor for breach of the Guaranty.

28. Guarantor has guaranteed the performance of Customer’s obligations under the 

Subscription Agreement.

29. As a result of Defendants’ breach and default under the Subscription Agreement, 

Guarantor is obligated to pay all amounts due and owing to Venus under the Subscription 

Agreement.

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30. Venus has demanded that Guarantor pay to Venus the amounts due and owing 

under the Subscription Agreement; however, Guarantor has failed to make the required payments.

31. Guarantor has breached the Guaranty by failing and refusing to pay Venus the 

amounts due and owing under the Subscription Agreement.

32. Venus has suffered, and continues to suffer, damages as a result of Guarantor’s 

breach of the Guaranty.

COUNT III – UNJUST ENRICHMENT

33. Venus re-alleges and incorporates paragraphs 1 through 18 as if fully set forth 

herein.

34. This is an action against Defendants for unjust enrichment.

35. Venus conferred to the appreciation of Defendants certain benefits in the form of 

highly advanced, sophisticated, and costly medical aesthetic equipment, devices, and supplies, i.e., 

the Goods and related supplies and materials listed within the Subscription Agreement 

36. Defendants accepted and retained said benefits under circumstances which make it 

inequitable for them to have retained same without paying the value of the benefits received.

COUNT IV – ACCOUNT STATED

37. Venus re-alleges and incorporates paragraphs 1 through 18 as if fully set forth 

herein.

38. This is an action against Defendants for account stated.

39. Before the institution of this action, Venus and Defendants had business 

transactions between them whereby they agreed to the resulting balance as demonstrated by 

Defendants’ execution of the Subscription Agreement, and Venus’ furnishing and tender of the 

Goods listed therein. 

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40. Defendants agreed and consented to the monthly installments listed in the 

Subscription Agreement by accepting the Goods and paying a portion of the amounts due and 

owing to Venus after the execution of the Subscription Agreement.

41. Defendants never objected to the amounts due and owing to Venus and thereby 

agreed to the resulting balance of same.

42. Defendants have not paid the balance due after a reasonable time and have refused 

to pay, despite Venus’ demand for payment upon Defendants.

COUNT V – REPLEVIN

43. Venus re-alleges and incorporates paragraphs 1 through 18 as if fully set forth 

herein.

44. To the extent this Court denies any and/or all of Venus’ prior claims and causes of 

action, this is an action against Defendants for replevin.

45. Upon information and belief, Defendants are in possession of the Goods.

46. Venus is entitled to possession of the Goods pursuant to Section 15 of the 

Subscription Agreement.

47. The Goods are being wrongfully detained and withheld by Defendants.

48. The Goods have not been taken for a tax, assessment, or fine pursuant to the law.

49. The Goods have not been taken under an execution or attachment against the 

property of Venus for a tax, assessment, or fine pursuant to the law.

50. Venus has demanded the return of the Goods, and Defendants have failed and 

refused to return same.

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PRAYER FOR RELIEF

WHEREFORE, Venus demands judgment against Defendants, jointly and severally, as 

follows:

a) compensatory damages in an amount of no less than $79,836.44;

b) default interest under the Subscription Agreement;

c) the return of the Goods;

d) pre- and post-judgment interest and any other interest available under any 

applicable rule or statute;

e) all costs of this action, including reasonable attorneys’ fees and costs; and 

f) such other and further relief as this Court shall deem just and proper

Dated: October 4, 2022 Respectfully submitted,

LEWIS BRISBOIS BISGAARD & SMITH, LLP

Counsel for Venus Concept USA, Inc.

110 SE 6th Street, Suite 2600

Fort Lauderdale, FL 33301

Tel.: 954-728-1280

Fax: 954-678-4090

Vincent.Alexander@lewisbrisbois.com

David.Robbins@lewisbrisbois.com

By: /s/ Vincent F. Alexander

Vincent Alexander

Fla. Bar No. 68114

David Robbins

Fla. Bar No. 1012340

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