UNITED STATES DISTRICT COURT 

WESTERN DISTRICT OF TEXAS 

AUSTIN DIVISION 

DAVID & ANGELLA NAZARIAN FAMILY 

TRUST, 

 Plaintiff, 

v. 

NANO GLOBAL CORP., 

 Defendant. 

Civil Action No. 1:20-cv-519 

Jury Demanded 

COMPLAINT FOR BREACH OF CONTRACT 

Plaintiff David & Angella Nazarian Family Trust (“Plaintiff” or the “Nazarian Trust”) 

brings suit against Defendant Nano Global Corp. (“Defendant” or “Nano”) and alleges as 

follows. 

Parties 

 1. Plaintiff David & Angella Nazarian Family Trust is a traditional trust with David 

Nazarian and Angella Nazarian, both residents of California, as the trustees. The Nazarian Trust 

is the holder of the Convertible Promissory Note at issue in this suit. 

 2. Defendant Nano Global Corp. is a Delaware corporation with offices located at 

1705 Guadalupe Street Suite 400 Austin, Texas 78701-1272. Defendant is the issuer of the 

Convertible Promissory Note at issue in this suit. Defendant can be served by serving its 

registered agent CT Corporation System, 1999 Bryan St., Suite 900, Dallas, Texas 75201. 

Jurisdiction & Venue 

3. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 

1332. There is complete diversity of citizenship and the amount in controversy exceeds $75,000. 

Case 1:20-cv-00519-RP Document 1 Filed 05/14/20 Page 1 of 4
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 4. This Court has personal jurisdiction over Defendant Nano. Nano’s principal place 

of business is located within this district. In addition, Nano consented to the jurisdiction of “the 

United States Federal Courts of the United States for the Western District of Texas for the 

purpose of any action or proceeding arising out of or relating to this Note” (i.e., the Convertible 

Promissory Note at issue). Exhibit A § 8.7. 

 5. Venue is proper in this judicial district under 28 USC § 1391. In addition, Nano 

agreed to venue in this Court. Id. 

Factual Allegations 

6. On September 18, 2019, in consideration of Plaintiff’s provision of funds, 

Defendant issued a Convertible Promissory Note to the Nazarian Trust in which Defendant 

unconditionally promised to pay Plaintiff the principal sum of $2,500,000 (two million five 

hundred thousand dollars), along with accrued interest at a contractually agreed interest rate of 

4.25% per annum (the “Note”). Exhibit A. Payment of the Note’s outstanding principal and 

accrued interest was “due and payable on the earlier of (i) December 31, 2019 (‘Maturity Date’); 

(ii) the closing of a Qualified Financing as defined below; and (iii) the occurrence of an Event of 

Default as defined below.” Ex. A § 1 (underline in original). The entire principal and all 

accrued interest under the Note became due and payable on the Note’s Maturity Date, December 

31, 2019. 

 7. Despite demands from Plaintiff, Defendant has yet to remit to Plaintiff any 

portion of the amounts that became due and payable December 31, 2019, leaving an unpaid sum 

of $2,500,000 in principal plus interest at 4.25% per annum that is continuing to accrue. 

Count One – Breach of Contract 

8. The Nazarian Trust incorporates by reference the allegations of the foregoing 

paragraphs of this complaint and further alleges as follows. 

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9. Plaintiff is the legal owner and holder of the Note and is entitled to receive all 

payments due under the terms of the Note. Defendant Nano Global Corp. is the issuer of the 

Note. The Note constitutes a valid, legally binding, and enforceable contract between Plaintiff 

and Defendant. 

10. Any and all conditions precedent to recovery by Plaintiff under the Note, or to the 

filing this action, have been performed or have occurred. 

11. On December 31, 2019, the principal amount of $2,500,000 and all accrued 

interest became due and payable to Plaintiff from Defendant under the Note. 

12. Defendant has failed to perform and is in breach of its obligations to pay the 

amounts due under the Note, which failure has damaged and will continue to damage Plaintiff. 

Jury Demand 

 13. Plaintiff demands trial by jury of all issues. 

Relief Requested 

 Plaintiff requests that the Court enter judgment for the Plaintiff and against Defendant for 

the following: 

A. Compensatory damages in the amount of $2,500,000, plus interest in the amount 

 of 4.25% per annum; 

 B. Costs of suit; 

 C. Prejudgment and post-judgment interest at the maximum legal rate; and

 D. Any and all other relief to which Plaintiff may be entitled. 

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Respectfully submitted, 

BURGESS LAW PC 

515 Congress Avenue, Suite 1900 

Austin, Texas 78701-3526 

Telephone: (512) 482-8808 

Facsimile: (512) 900-6325 

 Email: kburgess@burgesslawpc.com 

 

Signed May 14, 2020 

By: /s/ Karen C. Burgess _ 

Karen C. Burgess 

State Bar No. 00796276 

 

Of Counsel: 

John Jeffrey Eichmann 

CA State Bar No. 227472 

(pro hac vice application forthcoming) 

DOVEL & LUNER, LLP 

201 Santa Monica Blvd., Suite 600 

Santa Monica, CA 90401 

Telephone: 310-656-7066 

Facsimile: 310-657-7069 

Email: jeff@dovel.com 

ATTORNEYS FOR PLAINTIFF DAVID & 

ANGELLA NAZARIAN FAMILY TRUST

 

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