EXHIBIT 5 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 1 of 11 PAGEID #: 2033
UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF OHIO 

SARA HAWES, individually, and on behalf of 

all others similarly situated, 

Plaintiff, 

v. 

MACY’S WEST STORES, INC., 

Defendant. 

Case No. 1:17-cv-00754

Judge Timothy S. Black 

DECLARATION OF LAWRENCE E. QUEEN 

I, Lawrence E. Queen, declare and state as follows: 

1. I am over the age of 18 and under no disability. I have personal knowledge of the 

matters set forth herein, unless otherwise specifically indicated. 

2. I am the founder of AQ Textiles, LLC (“AQ”). I am also a member and manager 

of AQ. 

3. AQ Textiles is an importer and supplier of textile products, primarily bedsheets. 

AQ Textiles purchases bedsheets from mills overseas (primarily in India) and sells them to retailers 

in the United States. 

4. Among other products, AQ Textiles imports and supplies a variety of CVC sheets. 

“CVC” refers to “chief value cotton,” which means that the sheets are made of a combination of 

cotton and another material (usually polyester), with more than 50% of the material being cotton. 

5. In approximately 2009, there was a technological innovation that allowed CVC 

sheets to be manufactured in a different way. Specifically, a process was developed whereby a 

number of very fine polyester weft yarns could be simultaneously inserted and woven into cotton 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 2 of 11 PAGEID #: 2034
2 

warp yarns. This allowed for the manufacture of high-thread-count CVC sheets that were softer 

and more durable than previous CVC products. 

6. AQ Textiles has been purchasing CVC sheets manufactured using multi-pick 

insertions from Creative, for sale to American retailers, since approximately 2010. AQ Textiles 

also purchases CVC sheets from other suppliers. 

7. When purchasing CVC sheets from Creative, AQ transmits a purchase order to 

Creative. That purchase order includes the specifications for the sheets: including the size of the 

sheet, materials used in weaving it, and the thread count of the sheets based on the number of ends 

(warp yarns) and picks (weft yarns). Examples of purchase orders transmitted to Creative, for 

sheets that were ultimately sold by AQ to Macy’s, are attached as exhibits as listed below. 

Creative does not have any direct contact with Macy’s. 

8. For example, on the purchase order attached as Exhibit A for AQ Order 1582 for 

Grayson sheets, “60 cotton singles” refers to the type of cotton warp yarn to be used. “15D 

polyester” indicates that the weft yarns should be 15-denier polyester yarns. “165 x 63 (12 pick)” 

refers to the construction of the sheets: each square inch of fabric will be composed of 165 cotton 

warp yarns and 63 weft insertions, with each insertion containing 12 polyester weft yarns (also 

referred to as “picks”). That would result in 165 cotton warp yarns and 756 polyester weft yarns 

being used to weave the sheets, for a total thread count of 921. The purchase orders also direct 

that AQ Textiles requires confirmation of thread count from an independent international third 

party laboratory for each shipment. The test report for AQ Order 1582 is also included in Exhibit 

A. 

9. The specifications for the sheets can vary widely. For example, the sheets AQ 

Textiles has purchased from Creative for sale to Macy’s vary with respect to factors such as the 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 3 of 11 PAGEID #: 2035
3 

size and color of the sheets; the amount of cotton versus polyester; the type and size of the cotton 

yarns (for example, the “60 singles” cotton referenced above) and polyester yarns (for example, 

the 15-denier polyester referenced above); the origin and quality of the cotton (such as using 

Egyptian cotton or Supima cotton); the construction of the sheets; and whether the sheets have any 

special traits meant to improve their feel or performance. (The specifications for a line or program 

of sheets can change between shipments.) 

10. Each of those factors can affect the softness, hand feel, durability, strength, and 

price of the final sheets. For example, using more expensive materials (such as Egyptian or Supima 

cotton, or a higher ratio of cotton to polyester yarns in general) can make sheets softer, but 

generally will increase the cost of the final product, regardless of its thread count. 

11. The construction of the sheets is of particular importance in the sheets’ individual 

characteristics. (“Construction” in this context refers to the pattern used in the weaving of the 

sheets.) Types of sheet construction include percale, sateen, jacquard, twill, and dobby. A percale 

weave, for example, is a tighter weave that results in a more durable and lightweight fabric; 

whereas a sateen construction will result in sheets that are softer and more “luxurious” feeling. 

Dobby and jacquard are less common types of construction that allow for patterns to be woven 

into the sheets; dobby weave usually features geometric patterns while jacquard designs are more 

complex. 

12. Finally, some sheet sets sold by AQ Textiles have special traits. One such feature, 

utilized in some of the sheets AQ Textiles has sold to Macy’s, is Celliant® technology. Celliant® 

technology, which is used in many types of fabric including Under Armour athletic apparel, 

captures and converts body heat into infrared energy temporarily increasing local circulation and 

cellular oxygenation. Clinical tests show that Celliant® technology promotes restful sleep, 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 4 of 11 PAGEID #: 2036
4 

increases energy and stamina as well as aids in quicker physical recovery. Sheets manufactured 

using the Celliant® technology highlight some of those benefits in their packaging. 

13. Other sheets that have been sold to Macy’s have special performance features. The 

Optimal Performance sheets for example are bleach safe, pill resistant, and have stain release 

properties to keep the sheets clean. The bleach safe and stain release attributes come from the 

application of chemicals during the finishing process. These attributes are not offered on other 

sheets AQ Textiles sells to Macy’s. 

14. Other special traits that have been added to some sheet sets sold by AQ to Macy’s 

include moisture wicking, deep pockets, extra pillowcases, and wrinkle resistance. These features 

are generally highlighted on the inserts that are visible to the consumer when purchasing the sheets. 

15. AQ Textiles has historically ordered sheets with a wide range of differing 

characteristics because the retailers to which AQ Textiles sells the sheets, including Macy’s, like 

to have a variety of products at a variety of price points and with a variety of features to choose 

from (and to offer to their own consumers). The price of the sheets sold by AQ Textiles to Macy’s 

is affected by what attributes are included in the sheets. 

16. In 2015, an entity named AAVN, Inc. (“AAVN”) had a patent issued to it for the 

manufacture of multi-pick insertion CVC sheets in a certain range of thread counts. After the patent 

was issued, AAVN instituted patent infringement lawsuits against AQ Textiles, Creative, and 

multiple other entities involved in the manufacture and sale of such sheets. AQ Textiles now has 

a license from AAVN to sell sheets using the methods protected by AAVN’s patents. 

17. As I testified at my deposition, although AQ Textiles disputed the claim of patent 

infringement, in reaction to the lawsuit, AQ Textiles began requiring Creative and all of its other 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 5 of 11 PAGEID #: 2037
5 

suppliers to provide test reports from accredited international testing laboratories to certify thread 

count pursuant to ASTM D3775 and specifications for each shipment AQ Textiles purchased. 

18. AQ Textiles did not obtain those reports; Creative and the other manufacturers did. 

AQ Textiles did not communicate with thread-counting testing labs about the test reports obtained 

by the manufacturers. 

19. Since the time that AQ Textiles began requiring thread-count test reports from 

manufacturers, AQ Textiles has received a thread-count test report from Creative before receiving 

every shipment of sheets. AQ produced hundreds of those reports in response to subpoenas. If 

Creative is unable to provide valid thread-count test reports, AQ Textiles will not purchase the 

sheets. Exhibits B to G are examples of purchase order to Creative for shipments along with the 

corresponding test reports. Exhibit B is for AQ Order 1539 for Grayson sheets; Exhibit C is for 

AQ Order 1000 for Celliant sheets; Exhibit D is for AQ Order 1260 for Geneva sheets; Exhibit E 

is for AQ Order 1419 for Marlow sheets; Exhibit F is for AQ Order 1275 for Mason sheets; and 

Exhibit G is for AQ Order 1612 for Parker sheets. 

20. Since the time that AQ Textiles began requiring thread-count test reports from 

manufacturers, AQ Textiles has not supplied any sheets to Macy’s without first obtaining a threadcount test report. 

21. When AQ Textiles first began requiring such reports, testing labs often had trouble 

counting the very fine polyester yarns in CVC sheets manufactured using multi-pick insertions, 

because they were unused to the appearance of sheets manufactured using that technology. 

Specifically, the testing labs did not realize that the fine polyester yarns, while laid in parallel, 

would need to be individually separated by hand. I do not mean that a single yarn needed to be 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 6 of 11 PAGEID #: 2038
6 

separated into its constituent fibers or filaments; I mean that each individual yarn needed to be 

separated from the other yarns inserted into the same “shed” so that it could be properly counted. 

22. My efforts as part of an ASTM Committee to update the D3775 standard—for 

testing thread count—were meant to eliminate the confusion and inconsistencies among test labs 

about how to test the thread count of these sheets. I have never believed or understood that 

counting every thread in CVC sheets made with multi-pick insertions was inconsistent with the 

ASTM D3775 standard. In fact, I believe the current standard requires each thread to be counted, 

regardless of whether that thread was part of a multi-pick insertion. The ASTM continues to 

examine the D3775 standard today. 

23. I have never attempted to change or modify the ASTM D3775 standard so that 

individual fibers within threads are counted; nor have I ever communicated with any testing lab to 

ask the testing lab to count individual fibers in any test reports. 

24. It is important for testing that a laboratory manually separate threads in CVC sheets 

made with multi-pick insertions so that each yarn would be counted. I believe that is consistent 

with ASTM 3777D. It also makes good common sense. Each of those separate threads went into 

the sheets; they should be reflected in the thread count. 

25. In the report of Sean Cormier, Mr. Cormier claims that AQ “sent an email to SGS 

Testing Laboratories on 4/27/2017 telling them that they are doing the test incorrectly.” He then 

went on to further describe that email, repeatedly claiming that AQ had sent the email and made 

the statements therein. The email is not attached to Mr. Cormier’s report. 

26. To my knowledge, no one at AQ sent an email to SGS Testing Laboratories on 

April 27, 2017. Instead, I believe Mr. Cormier is referring to the email attached as Exhibit H, 

which is one of the documents cited in his report among those he reviewed. That document is not 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 7 of 11 PAGEID #: 2039
7 

an email from me, or anyone else at AQ, to SGS Testing Laboratories. It is an email from an 

employee of Globe Cotton, another Indian textile mill to me. None of the statements in that email 

were made by me, or anyone else at AQ. To my knowledge, I never responded to this email. 

27. One of the programs (a group of related UPCs with the same brand name) of CVC 

sheets sold by AQ Textiles to Macy’s was the Somerset program. Somerset sheets were sold to 

Macy’s between July 23, 2015 and May 29, 2017. (Those dates are based on the anticipated arrival 

date of the sheets in the United States.) There were 67 separate shipments of those sheets from 

Creative to AQ Textiles during that period. Some were Somerset and some were Somerset Extra 

Deep. Those sheets were all sold to Macy’s but I do not know to which Macy’s entity they were 

ultimately provided. The Somerset sheets provided to Macy’s during that time period were sold 

in sets with four pillowcases. They were available in Queen, King, and California King. Packs of 

two standard pillowcases and packs of two king sized pillow cases were also sold. They were 

available in White, Ivory, Dark Grey, Blue, and Green. The construction of the sheets was 60’s 

Single Cotton yarns for the warp; 20D Polyester Yarns for the weft meaning 20 denier polyester 

yarns. The yarns were to be woven with a sateen method with 184 cotton warp yarns with 69 

different insertions, with each insertion containing 10 polyester weft yarns (or picks). That 

construction is per square inch. Purchase order number AQ 964 and dated February 4, 2015 

showing this construction along with a corresponding test report is attached as Exhibit I. Thus, 

Creative was instructed to construct the Somerset sheets using 874 total threads. 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 8 of 11 PAGEID #: 2040
8 

28. When Creative shipped the sheets ordered in AQ 964, it provided a test report from 

Intertek dated September 23, 2015 which determined that the thread count of the Somerset sheets 

was 900 per square inch. That test report is included in Exhibit I. The test report also reported 

that each individual polyester thread was 20.5 denier. 

29. Similarly, on December 3, 2015, AQ Textiles provided a purchase order to Creative 

for Somerset sheet sets. That purchase order (1095A) is attached as Exhibit J. When Creative 

shipped the sheets ordered in purchase order 1095A, it provided a test report from Texanlab 

Laboratories in Mumbai, India dated January 7, 2016 showing a thread count of 865 threads with 

each polyester yarn being 20.2 denier, which is included in Exhibit J. (The documents from India 

often use the European method of dating showing the day of the month before the month.) 

30. On February 28, 2016, AQ Textiles provided a purchase order to Creative for more 

Somerset sheets. Purchase order 1140, dated February 28, 2016 is attached as Exhibit K. When 

Creative shipped the sheets, it provided a test report from SGS Laboratories dated April 23, 2016 

showing a thread count of 882 threads with each polyester yarn being 20.9 denier. (The SGS report 

referred to the cotton threads as ends and the polyester threads as picks.) That test report is 

included in Exhibit K. 

31. Beginning in the fall of 2016, Somerset sheets were made with 15 denier threads 

instead of 20 denier threads. Although the AQ purchase orders do not reflect this change, the 

specifications received from Macy’s do. Purchase order 1255 dated September 19, 2016 was the 

first purchase order for Somerset made with 15 denier yarns. Exhibit L. That change is reflected 

on the test report for that order which is dated December 14, 2016. That report provided a thread 

count of 872 per inch: “Total no. of threads: 872.” Attached to Exhibit L. 

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 9 of 11 PAGEID #: 2041
Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 10 of 11 PAGEID #: 2042
EXHIBITS A-M 

(UNDER PROVISIONAL SEAL)

Case: 1:17-cv-00754-DRC Doc #: 100-5 Filed: 05/18/21 Page: 11 of 11 PAGEID #: 2043