UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA

TELXIUS CABLE AMÉRICA S.A., f/k/a 

TELEFONICA INTERNATIONAL 

WHOLESALE SERVICES AMÉRICA S.A.,

Plaintiff,

v.

CHT HOLDINGS, LLC,

Defendant.

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 Civil Case No. ________________

COMPLAINT FOR BREACH OF CONTRACT

AND DECLARATORY JUDGMENT

Plaintiff Telxius Cable América S.A. (f/k/a Telefonica International Wholesale Services 

América S.A.) (“Telxius”), by and through its undersigned counsel, states the following as its 

complaint against Defendant CHT Holdings, LLC (“CHT”), based upon CHT’s multiple breaches 

of a December 14, 2017 contract between Telxius and CHT:

NATURE OF ACTION

1. Submarine fiber-optic cable systems provide most of the world’s 

telecommunications, data, and Internet connectivity. Telxius and its affiliates develop, operate, 

and sell transmission capacity on those systems to telecommunications carriers, Internet content 

companies, and other enterprises. CHT is a telecommunications carrier that provides services in 

the Dominican Republic. Under a contract by and between the parties, CHT agreed to purchase 

transmission capacity on two of Telxius’s submarine cable systems. Subsequently, however, CHT 

thwarted Telxius’s ability to connect its submarine cable to the domestic network in the Dominican 

Republic. CHT then repudiated its obligation to pay Telxius the contract price for the capacity on 

the systems. Accordingly, Telxius initiates this action, which (1) seeks a declaratory judgment 

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that CHT’s breaches terminated the contract and, therefore, absolve Telxius of further contractual

obligations and (2) seeks to recover damages that CHT caused.

PARTIES

2. Plaintiff Telxius Cable América S.A. (f/k/a Telefonica International Wholesale 

Services América S.A.) (“Telxius”) is a corporation organized under the laws of Uruguay with its 

principal place of business in Av. Luis A. de Herrera 1248, Piso 4, Montevideo, Uruguay. Telxius 

is an affiliate of Telefónica, S.A., a Spanish telecommunications company. Telxius and its 

affiliates develop, operate, and sell transmission capacity on submarine cable systems to 

telecommunications carriers, Internet content companies, and other enterprises.

3. Defendant CHT is a limited liability company organized under the laws of 

Delaware with its principal place of business in 1820 N Corporate LakesBlvd, Ste. 101, Weston, 

Florida, 33326. CHT has two members. One member is an individual who is a resident of Florida,

and the other is a Delaware corporation with its principal place of business in North Carolina. 

CHT provides international voice telecommunications services to customers in Puerto Rico and 

the Dominican Republic, directly and through its affiliates.

JURISDICTION AND VENUE

4. Jurisdiction is proper in this Court pursuant to 28 U.S.C. § 1332 because the parties 

are citizens of a State and citizens of a foreign state, and the amount in controversy exceeds 

$75,000.

5. This Court has personal jurisdiction because CHT resides and regularly conducts 

business in the state of Florida. See Fla. Stat. §§ 49.193(1)(a)(1) & 49.193(2).

6. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b) because CHT resides 

in Florida, and because CHT and Telxius have agreed to submit to the exclusive jurisdiction of the 

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United States District Court for the Southern District of Florida and any Florida State Court for 

the resolution of any disputes arising under the contract that is the subject of this lawsuit.

BACKGROUND

A. Telxius and CHT Enter into the IRU Agreement.

7. In 2001, Telxius commenced service on the original configuration of the South 

America-1 (“SAm-1”) submarine cable system, connecting Boca Raton, Florida; San Juan, Puerto 

Rico; Las Toninas, Argentina; Fortaleza, Salvador, Rio de Janeiro and Santos, Brazil; Arica and 

Valparaíso, Chile; Puerto Barrios and Puerto San Jose, Guatemala; and Lurin, Peru. In 2007, 

Telxius completed construction and commenced service on branches (sometimes referenced as 

“spurs”) extending SAm-1 to Barranquilla, Colombia; Punta Carnero, Ecuador; and Mancora, 

Peru. Telxius does not currently have a system with an active connection to the Dominican 

Republic. But it has long considered it an attractive market. As a result, as part of the branch 

connecting to Barranquilla, Colombia, Telxius installed a branching unit—a piece of joint-like 

equipment that allows the future connection of a branch to a new landing—off the coast of the 

Dominican Republic. Once constructed, the SAm-1 spur would give the Dominican Republic 

significantly greater connectivity to the rest of the world.

8. In 2017, Telxius entered discussions regarding a SAm-1 Dominican Republic spur 

with several different parties, including CHT. Telxius viewed CHT as an attractive partner for this 

project, as it was a well-established company that had provided international voice 

telecommunications services in the Dominican Republic for many years. As a result, Telxius 

assumed that CHT was a stable company that understood the Dominican Republic and its 

commercial environment, geography, and regulators. Telxius believed that, through this 

partnership, CHT could supply the contacts and knowledge needed to navigate the local 

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environment, while Telxius could supply its expertise in the deployment and operation of 

submarine cable systems. Accordingly, Telxius began exclusive negotiations with CHT, even 

though other opportunities may have been more profitable for Telxius.

9. On December 14, 2017, Telxius and CHT executed a contract (the “IRU

Agreement”) that established the terms for the Dominican Republic branch of the SAm-1 system. 

See Exhibit A, IRU Agreement, attached hereto. Under the IRU Agreement, Telxius would 

connect the SAm-1 cable system to a cable landing station (“CLS”) in Punta Cana, Dominican 

Republic. CHT, via an indefeasible right of use (“IRU”), for a term of 18 years, would purchase 

capacity, not only on the SAm-1 system, but also on the BRUSA system, which was a newer 

system with higher capacity than SAm-1. CHT would gain access to BRUSA through SAm-1, 

which interconnects with BRUSA in Puerto Rico. See IRU Agreement at 5-7 §§ 3.1, 4.

10. Under Section 5.2 of the IRU Agreement, CHT agreed to pay a total of $31 million

for the IRUs on SAm-1 and BRUSA, according to the following schedule:

a. An initial payment of $2 million, made preceding execution of the IRU 

Agreement;

b. A second payment of $4 million, made within 30 days after execution of the 

IRU Agreement;

c. A third payment of $15 million, made within 30 days after Telxius had 

activated CHT’s capacity on both SAm-1 and BRUSA; and

d. A final payment of $10 million, made within one year after Telxius had 

activated CHT’s capacity on both SAm-1 and BRUSA.

See IRU Agreement at 8 § 5.2.

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11. The IRU Agreement also provided that each party “submits to the exclusive 

jurisdiction of the United States District Court for the District of Miami and any Florida State 

Court for the purposes of all legal proceedings and in accordance with the laws of the State of 

Florida.” IRU Agreement at 18 § 20.2.

B. Telxius Begins Planning the Project.

12. The project included two components: (1) installation of the submarine cable 

between the branching unit (installed in 2007) on the SAm-1 system and the CLS in Punta Cana, 

and (2) connection of the cable to the domestic Dominican network at the CLS. As reflected in 

the IRU Agreement, the parties “estimated” (but did not guarantee) that all of this work would be 

completed by the third quarter of 2018. IRU Agreement at 5 §§ 3.1(a), 3.1(b).

13. The CLS is a critical component of any submarine cable system segment, including 

SAm-1’s Dominican Republic branch. The CLS must house, power, and protect electronics 

necessary for transmitting traffic over the system reliably and without interruption, and the CLS 

must provide facilities for connection to terrestrial telecommunications networks. The availability 

of stable electricity, in the proper amounts, is essential to power and to cool the 

telecommunications electronics, which generate significant heat. And a CLS in a tropical climate 

such as the Dominican Republic requires significantly more power for air conditioning and more 

robust insulation for climate control than a comparable facility in a more temperate climate. 

Although submarine cable operators routinely use batteries and diesel generators to minimize 

power disruptions and consequent communications disruptions, such arrangements are not a 

reliable or long-term substitute for reliable electricity from the local grid. A CLS in a hurricaneprone country such as the Dominican Republic must also be constructed to protect against damage 

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from high winds, debris, and flooding. Finally, a CLS must be securely built to protect equipment 

from unauthorized electronic access and malicious physical damage.

14. The CLS location also affects decisions regarding submarine cable deployment. In 

particular, a submarine cable operator like Telxius needs to know the location of the CLS so that 

it can plan the location and connection (which may involve ducts, conduits, easements, and rights 

of way) between the CLS and the beach manhole—an underground chamber, like a utility 

manhole, where the submarine cable is anchored and connects to a land cable that connects onward 

to the CLS.

15. Under the IRU Agreement, Telxius had sole responsibility for selecting the location 

of the CLS. See IRU Agreement at 6 § 3.2. Nevertheless, recognizing that the parties would need 

to maintain a healthy commercial relationship for at least 18 years, Telxius solicited and carefully 

considered CHT’s desires for the location of the CLS.

C. CHT Repeatedly Demands that Telxius Change the Location of the CLS.

16. The CLS’s location was crucial in this project. Until the CLS location was 

finalized, Telxius would be unable to design the routes of the submarine or land cables, nor would 

it be able to seek or obtain the majority of the permits it needed in order to begin building the 

SAm-1 extension.

17. In 2017, Telxius selected a site in the Cap-Cana area of Punta Cana for the cable 

landing and CLS. Telxius started the permitting process and submarine cable engineering, 

including the beach manhole location, based on this site. Under those plans, Telxius was on track 

to deliver the capacity to CHT by the third quarter of 2018, as the IRU Agreement had estimated.

18. In February 2018, CHT decided to reject the Cap-Cana CLS location. In response, 

by April 2018, Telxius found an alternative location in the Cabeza de Toro area of Punta Cana. 

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This location was attractive for several reasons. In particular, the beach terrain was well-suited 

for the process of landing the submarine cable, and there was already a structure—the Hotel 

Catalonia—that was very close to the beach and had sufficient infrastructure (power, air 

conditioning, insulation, weather protection, etc.) in place to house the equipment and serve as the 

CLS. 

19. Because of the change in CLS location, Telxius had to redraw its plans for 

deployment of the submarine cable and construction of the beach manhole. Telxius also modified

the permits that were in process. CHT knew that these modifications threatened to delay delivery 

past the third quarter of 2018, but CHT nevertheless insisted upon them.

20. Despite acknowledging that Hotel Catalonia was faster, safer, and cheaper than 

other options, CHT rejected the CLS location inside the Hotel Catalonia complex. With this 

second objection, CHT insisted that the CLS be placed on property—and within a structure—that 

was owned by CHT or one of its affiliates. CHT explained that it was suspicious of actions that 

might occur if the CLS was inside a third-party structure. Telxius did not share CHT’s concerns, 

as Telxius commonly locates landing stations in locations owned by third parties and near the 

beach where the cable will land. CHT also explained that it had ambitions to construct a large data 

center that would use the SAm-1 and BRUSA capacity. As a result, it wanted to locate the CLS 

on a large plot of land on which it could also locate the data center, so that the two could be easily 

connected.

21. CHT chose to locate the CLS on an inland plot that was approximately 8 km away 

from the Cabeza de Toro beach where the submarine cable was slated to land. Sensitive to the 

desires of its customer, Telxius agreed to accommodate a third location suitable to CHT. 

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22. The change, however, required additional modifications to Telxius’s plans. 

Though the cable would still land in Cabeza de Toro, Telxius—at its own expense—would have 

to construct a much longer terrestrial route to connect the beach manhole to the inland location 

CHT had chosen. As a result, projected delivery became the second half of 2019. CHT was aware 

that its decisions were causing these likely delays, but CHT did not mind. Indeed, upon 

information and belief, CHT did not yet have any commercial operations that could utilize the 

capacity. Further, delivery would obligate CHT to make its final payments, but CHT was

struggling to obtain financing and would have been unable to make the payments at that time.

23. In this respect, CHT requested, and Telxius provided, support in negotiations with 

CHT’s potential investor, who would have provided the funds necessary for CHT to make the 

payments required by the IRU Agreement. For example, in November 2019, Telxius, at CHT’s 

invitation, participated in a meeting that was part of the investor’s due diligence to assess the 

financial feasibility of the project. Telxius’ management attended and answered all questions 

raised by the investor and its affiliates. But those discussions never led to any financing.

24. CHT is also unable to pay for the land on which the CLS was built. CHT is 

currently in litigation with the seller, as CHT has failed to make payments since 2019. CHT owes 

approximately $7 million for this land.

D. CHT Elects to Receive a $2 Million Discount in Lieu of Interim Capacity.

25. Under the IRU Agreement, Telxius agreed to provide CHT, at no additional charge, 

with 30 gigabits per second (“Gbps”) of “interim capacity.” Through this accommodation, the 

parties contemplated that CHT would obtain temporary access to capacity on another provider’s 

submarine cable system. With this interim capacity, CHT could begin developing commercial 

operations, and then migrate its telecommunications traffic to SAm-1 and BRUSA once the 

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Dominican Republic branch of SAm-1 was installed, tested, and commissioned.

26. Initially, Telxius had difficulty locating an operator willing to provide the interim 

capacity. At the time, only two submarine cable operators (América Móvil and C&W Networks) 

served the Dominican Republic, and each was wary of facilitating the entry of a new competitor 

like Telxius. Ultimately, in August 2018, Telxius convinced América Móvil to offer 30 Gbps of 

permanent capacity for ten years, even though the IRU Agreement obliged Telxius to provide 

interim capacity only until Telxius delivered the SAm-1 and BRUSA capacity under the IRU 

Agreement. Telxius urged CHT to accept this offer, as it would serve the purpose of the interim 

capacity, and then would serve as redundant (or back-up) capacity once Telxius activated CHT’s 

capacity on SAm-1 and BRUSA.

27. CHT, however, indicated it did not need or want the interim capacity. Instead, CHT 

elected to take a discount of $2 million from the IRU Agreement price—the approximate value of 

the capacity offered by América Móvil—in place of the interim capacity called for by the IRU 

Agreement.

E. The Parties Negotiate an Amendment that CHT Inexplicably Fails to Sign.

28. Subsequently, the parties began negotiating an amendment to the IRU Agreement. 

The amendment accounted for several different items, most significantly (a) CHT’s assumption of 

responsibility for choosing the CLS location (given that CHT had already vetoed two prior 

locations) and building the CLS in accordance with Telxius’s specifications, (b) the elimination of 

Telxius’s obligation to provide CHT with interim capacity (given that CHT had declined the 

interim capacity option with América Móvil as facilitated by Telxius), and (c) the resulting $2 

million discount to the total price CHT would pay Telxius under the IRU Agreement. 

29. During the remainder of 2018, Telxius negotiated with CHT’s counsel at Hunton 

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Andrews Kurth LLP over the terms of the IRU Agreement amendment. By December 2018, the 

parties had agreed to the terms, and the amendment document was ready for signature. CHT,

however, surprisingly refused to sign the document. Soon after, CHT’s CEO suddenly 

disappeared, without explanation. Nevertheless, CHT continued to develop the structure for the 

CLS, and Telxius maintained its intent to discount CHT’s ultimate purchase price by $2 million in 

lieu of providing the interim capacity.

F. Telxius Deploys the Submarine Cable, but CHT Fails to Deliver the CLS.

30. Through the second half of 2018 and early 2019, Telxius installed the beach 

manhole at the cable landing site in Cabeza de Toro and deployed and verified continuity of the 

submarine cable up to the beach manhole location. On or about September 16, 2019, Telxius had 

constructed the terrestrial route and extended the submarine cable from the beach manhole to the 

CLS location chosen by CHT. Around this time, the cable underwent successful COTDR testing, 

as later confirmed by DRG, a third party contracted by CHT. At that point, Telxius was ready to 

connect the cable into the CLS and activate the capacity.

31. As noted, CHT agreed to provide the structure for the CLS on land that CHT owned 

or was in the process of acquiring. Telxius, however, was supplying and operating the

telecommunications equipment to be located in the CLS, and therefore, it needed to lease the 

structure from CHT. The parties started negotiating the lease in early April 2019, and on July 26, 

2019, Dominican entities related to both CHT and Telxius executed the necessary lease agreement 

(the “CLS Lease”). Under the CLS Lease, CHT agreed to provide the CLS facilities within thirty 

days of the lease’s effective date, which meant that CHT was obligated to deliver the CLS no later 

than the end of August 2019.

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32. On November 28, 2018, CHT, through a related Dominican entity, entered into an 

agreement with Thallus Innovation, S.R.L. (“Thallus”) whereby Thallus agreed to construct the 

CLS. Construction began in January 2019. Because CHT was behind on its payments to Thallus, 

however, Thallus slowed down its construction work for CHT.

33. As a result of this lack of progress, CHT was nowhere close to delivering the CLS 

by the August 2019 deadline from the CLS Lease. Indeed, a Dominican Republic court recently 

held that CHT’s Dominican entity breached the CLS Lease by failing to deliver the CLS by the 

August 2019 deadline, and, as a consequence of CHT’s breaches, terminated the CLS Lease.

34. Telxius repeatedly complained to CHT, and CHT provided assurances that it would 

resolve the issue. Yet time continued to pass, and CHT did not deliver the CLS.

35. Beyond the slow pace of construction on the CLS structure, CHT encountered 

numerous other delays. For example, CHT failed to obtain a “letter of no objection” from the 

municipality where the CLS was to be located, which prevented the power company, Consorcio 

Energético Punta Cana Macao, from connecting power to the structure. Only after Telxius’s own 

local attorneys got involved was CHT able to obtain the required letter of no objection. Even then, 

progress was slow, and CHT was unable to deliver a completed facility to Telxius. 

36. Moreover, CHT acknowledged that it was CHT’s responsibility to connect the CLS 

facility to equipment, such as a transformer, that would enable the CLS facility to receive 

electricity. Specifically, consistent with its lease obligations, in May 2020, CHT acknowledged 

that “CHT is required to (i) install and connect the medium voltage to low voltage transformer; (ii) 

connect the low voltage from the transformer to the Infrastructure; [and] (iii) complete the 

registration of electrical cables to the building and the fastening of these cables to the wall once 

inside the building . . . .” CHT even claimed that the local utility company had approved plans for 

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electrical installation of the CLS in June 2020. As of August 2020, however, electrical power had 

still not been installed in the CLS. 

37. Although Telxius performed its contractual obligations and has been ready to 

complete the cable installation for over two years, it has been unable to do so because CHT failed

to deliver the CLS. As a result, Telxius’s SAm-1 branch and terrestrial extensions have sat unused 

since they were constructed, and the useful life of the cables has been shortened, which has reduced

the value of the capacity.

G. CHT Repudiates Its Obligations Under the IRU Agreement.

38. Throughout the course of the project, CHT failed to provide consistent information 

about its progress toward obtaining the financing necessary to make the payments required by the 

IRU Agreement. In light of these potential financial issues, Telxius became concerned that, even 

if it were able to connect its system to a completed CLS, CHT would not be able to make the final 

$23 million (taking into account the $2 million discount for interim capacity; absent the discount, 

the full amount owed would have been $25 million) payments it would owe Telxius after delivery 

of the capacity.

39. Telxius’s fears were confirmed on June 30, 2020, when CHT—through lawyers 

from Morgan, Lewis & Bockius LLP—delivered a letter that complained about the delay in 

delivering the capacity under the IRU Agreement. At that time, Telxius remained ready, willing, 

and able to deliver the SAm-1 and BRUSA capacity to CHT. CHT’s letter did not reference the 

delays caused by CHT’s repeated demands to change the location of the CLS, nor did the letter 

account for CHT’s substantial delays in delivering the CLS. The letter did, however, allege that 

the “IRU market has shifted dramatically.” Based on that allegation, the letter asserted that “any 

resolution must be premised on the market realities of 2020 and 2021. . . .” In other words, CHT

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made clear that, even after delivery of the capacity, CHT would not pay the price established by 

the IRU Agreement.

40. On August 6, 2020, CHT, acting through counsel Morgan Lewis, indicated that it 

was “prepared to commit to deliver the completed landing station this month [August], with power, 

so that Telxius may complete testing and deliver a fully functional cable for activation.” But CHT 

indicated that it was willing to pay only a total of $9 million, rather than the $23 million (taking 

into account the $2 million discount for interim capacity; absent the discount, the full amount owed 

would have been $25 million) owed pursuant to the IRU Agreement, and over the course of two 

years, instead of one year, as required by the IRU Agreement.

41. Telxius attempted to resolve the parties’ dispute through direct commercial 

discussions. In those discussions, CHT promised to deliver the CLS by August 19, 2020—which 

was roughly one year after the deadline provided in the CLS Lease. 

42. CHT did not deliver the CLS on August 19, 2020. Instead, on August 13, 2020, 

without prior notice to Telxius, CHT filed a complaint in this Court and sought damages based on 

Telxius’s alleged delays in delivering capacity under the IRU Agreement. Based on that action, 

CHT has demonstrated that it does not intend to follow through on its obligations under the IRU 

Agreement.

43. On August 24, 2020, Telxius notified CHT that its chronic delays constituted a 

breach that terminated the CLS Lease between the parties. Further, as noted above, a Dominican 

Republic court recently held that CHT’s Dominican entity breached the CLS Lease by failing to 

deliver the CLS by the August 2019 deadline, and, as a consequence of CHT’s breaches, 

terminated the CLS Lease.

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44. Telxius now seeks a Judgment from this Court declaring that CHT has breached 

the IRU Agreement, confirming that the IRU Agreement is terminated, and awarding Telxius 

damages accrued while its investment in the SAm-1 Dominican Republic branch sits unused.

COUNT ONE

(Breach of Contract – Prevention of Performance)

45. Telxius and CHT entered into the IRU Agreement, pursuant to which CHT 

impliedly promised not to do anything to hinder or obstruct the performance of Telxius. 

46. In order to perform its obligations under the IRU Agreement, Telxius needed to 

have access to a CLS.

47. After rejecting the locations Telxius had proposed, CHT voluntarily assumed

control of the process of locating and delivering the CLS. Telxius reasonably relied on CHT’s 

assurances that CHT would provide a structure that met Telxius’s specifications for a CLS.

48. In the July 2019 CLS Lease, CHT committed to delivering the CLS structure by 

the end of August 2019.

49. By September 2019, Telxius had deployed the submarine cable, constructed the 

beach manhole, and installed the terrestrial routes needed to connect the cable to the CLS. In 

addition, around this time, the cable underwent successful COTDR testing, as later confirmed by 

DRG, a third party contracted by CHT. Thus, Telxius had performed its obligations under the IRU 

Agreement, and Telxius was ready to complete its performance upon delivery of the CLS. CHT, 

however, has yet to deliver the CLS. 

50. By agreeing to provide the facilities for the CLS, and then failing to do so, CHT 

breached its obligation not to prevent or hinder Telxius from completing its duties under the IRU 

Agreement.

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51. CHT’s prevention of Telxius’s performance constitutes a breach of the IRU 

Agreement.

52. CHT’s breach has caused Telxius to suffer damages. Telxius has been unable to 

recover its costs or generate returns from the substantial investment it has made in constructing 

the Dominican Republic branch of the SAm-1 system.

COUNT TWO

(Breach of Contract – Anticipatory Repudiation)

53. Under the IRU Agreement, CHT agreed to pay a total of $31 million for the rights 

to capacity on the SAm-1 and BRUSA systems. That amount was reduced to $29 million when 

CHT elected not to receive the interim capacity contemplated by the IRU Agreement.

54. To date, CHT has paid only $6 million to Telxius.

55. Telxius has consistently performed and stood ready to complete its obligations 

under the IRU Agreement.

56. As discussed above, however, CHT has made a distinct, unequivocal, and absolute 

declaration that, even after Telxius fully performs under the IRU Agreement, CHT will not honor 

its obligation to remit the full $29 million payment to Telxius.

57. CHT’s repudiation of its payment obligations constitutes a breach of the IRU 

Agreement.

58. CHT’s breach has caused Telxius to suffer damages. Telxius has been unable to 

recover its costs and generate returns from the substantial investment it has made in constructing 

the Dominican Republic branch of the SAm-1 system.

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COUNT THREE

(Declaratory Judgment)

59. This is an action for Declaratory Judgment under 28 U.S.C. § 2201.

60. There exists a bona fide, actual, present, practical controversy and dispute between 

Telxius and CHT regarding whether CHT’s failure to deliver the CLS to Telxius and CHT’s refusal 

to pay the amounts provided under the IRU Agreement constitute breaches of the IRU Agreement 

that terminate the contract and absolve and relieve Telxius of its continuing obligations thereunder.

61. The foregoing constitutes a justiciable question as to the present rights of the parties 

under the IRU Agreement.

62. A declaratory judgment is necessary to determine the rights of the parties and 

resolve the dispute described herein.

COUNT FOUR

(Breach of the Implied Covenant of Good Faith and Fair Dealing)

63. The IRU Agreement incorporates an implied covenant of good faith and fair 

dealing. Under the implied covenant, CHT must act in manner consistent with the reasonable 

expectations of the parties, and CHT must not act in a manner that denies Telxius the benefit of 

the IRU Agreement.

64. CHT breached the covenant of good faith and fair dealing in many ways. These 

breaches include, but are not limited to, agreeing to provide the CLS facilities and then failing to 

do so; failing to sign the negotiated amendment; and advising that it would not pay the agreedupon price under the IRU Agreement.

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65. CHT’s actions have caused Telxius to suffer damages. Telxius has been unable to 

collect the full amount owed under the IRU Agreement, and Telxius has been unable to recover its 

costs and generate returns from the substantial investment it has made in constructing the 

Dominican Republic branch of the SAm-1 system.

PRAYER FOR RELIEF

WHEREFORE, Telxius respectfully requests that this Court enter a judgment:

a. Awarding Telxius damages in an amount to be proven at trial;

b. Declaring that CHT has breached the IRU Agreement;

c. Confirming that CHT’s breaches have terminated the IRU Agreement and absolved

and relieved Telxius of any remaining performance obligations; and

d. Awarding interest, costs, and any other relief as this Court deems just and proper.

Dated: July 22, 2022.

Respectfully submitted,

DEVINE GOODMAN & RASCO, LLP

2800 Ponce de Leon Blvd., Suite 1400

Coral Cables, FL 33134

Tel.: 305-374-8200

Email: grasco@devinegoodman.com

By: /s Guy A. Rasco

Guy A. Rasco, Esq. (F.B.N.: 727520)

And of Counsel

Kent D. Bressie, Esq.

Walter E. Anderson, Esq.

Lauren E. Snyder, Esq.

Grace Wynn, Esq.

Harris, Wiltshire & Grannis, LLP

1919 M. St. NW, Eighth Floor

Washington, DC 20036

Attorneys for Plaintiff

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