UNITED STATES DISTRICT COURT 

for the

EASTERN DISTRICT OF MICHIGAN

Medvend Holdings, LLC, )

a Michigan limited liability company, ) 

 )

Plaintiff, )

 )

v. )

 )

Medbox, Inc, a Nevada corporation, )

 )

Defendant, )

 )

)

Civil Action No. 

COMPLAINT

The Plaintiff, Medvend Holdings, LLC, a Michigan limited liability company (“Medvend”), by and 

through its attorneys, The Berris Law Firm, P.C., and for its Complaint against Medbox, Inc., a Nevada 

corporation, (“Medbox”) states as follows:

1. Plaintiff, Medvend Holdings, LLC, is a Michigan limited liability company with its 

principal offices in Commerce Township, Michigan.

2. Defendant, Medbox, Inc., is a Nevada corporation with its principal offices in California.

3. There is complete diversity of citizenship between the Plaintiff and the Defendant.

4. The amount in controversy exceeds the jurisdictional limit in this Court for diversity 

actions.

5. Jurisdiction is proper pursuant to 28 USC 1332(a)(1).

6. Venue is proper pursuant to 28 USC 1391(b)(2).

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Statement of Facts

7. A Membership Interest Purchase Agreement (the “Agreement”) was entered into, 

closed and executed by the Defendant and Darryl Kaplan, Claudio Tartaglia, and Eric Kovan 

(collectively hereinafter the “Sellers”) on March 12, 2013. A copy of the Agreement is attached as 

Exhibit “A”.

8. Plaintiff Medvend is a third party beneficiary to the Agreement between Medbox and 

the Sellers. 

9. The Agreement entered into between Medbox and Sellers was for the sale of the 

Sellers’ interest in Medvend giving Medbox a fifty (50%) percent ownership of the outstanding 

membership interest in Medvend.

10. As part of that Agreement, Medbox agreed to make a necessary cash infusion to the 

Medvend of four payments as a working capital loan pursuant to the terms and conditions set forth in 

the Agreement at section 5.07. The payments included a Three Hundred Thousand and xx/100 

($300,000.00) dollar payment upon the execution and closing of this Agreement, which has been paid 

by Medbox, and 3 additional payments of Two Hundred Fifty Thousand and xx/100 ($250,000.00) 

dollars within five days after the conclusion of the fiscal year 2013, 2014 and 2015. 

11. A payment in the amount of Two Hundred Fifty Thousand and xx/100 ($250,000.00) 

dollars was due no later than January 5, 2014, which to date, has not been paid by the Defendant. 

12. Failure on the part of Medbox to make payment pursuant to the Agreement is a breach 

of the Agreement, and constitutes default pursuant to the Agreement and Secured Promissory Note 

(the “Note”). (Exhibit “B” – Secured Promissory Note).

Count I – Breach of Contract

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13. Paragraphs 1-12 are incorporated herein as if repeated verbatim.

14. Medbox failed to make its required payment on or before January 5, 2014 in the 

amount of Two Hundred Fifty Thousand and xx/100 ($250,000.00) dollars pursuant to the Agreement.

15. Medbox’s failure to make its required payment to Medvend constitutes a breach of the 

Agreement and a default of the Note. 

16. Medvend is hereby entitled to recovery of the total amount owed plus costs and 

attorney fees as a result of Medbox’s breach and default in an amount of $750,000.00 dollars plus 

costs, reasonable attorney fees and interest. 

17. Medbox’s breach as also resulted in the loss of business income and profit which has 

injured Medvend.

WHEREFORE, Plaintiff, Medvend Holdings, LLC, respectfully requests from the Court an 

Order for (a) an amount of more than Seven Hundred Fifty Thousand and xx/100 ($750,000.00)

dollars; (b) costs and reasonable attorney fees; (c) interest; and (d) any additional remedy the Court 

deems just and reasonable. 

Respectfully Submitted,

THE BERRIS LAW FIRM, P.C.

/s/ Ari B. Berris

ARI B. BERRIS (P60636)

The Berris Law Firm

Attorney for Plaintiff

30150 Telegraph Rd Ste 444

Bingham Farms, MI 48025

Email: berrislawfirm@gmail.com

Dated: April 23, 2014 Tel: (248) 220.1538

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