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IN THE UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

EASTERN DIVISION

WALLAKE POWER SYSTEM, LLC

Plaintiff,

vs.

ENGINE DISTRIBUTORS, INC.,

and

JERRY KOSNER,

Defendants. 

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CASE NO. 

JUDGE: 

COMPLAINT

(Jury Demand Endorsed Hereon)

Plaintiff Wallake Power System LLC, d/b/a Graham Power Products, d/b/a Graham Ford, 

Inc. (“Graham Ford”) states as follows for its Complaint against Defendants Engine 

Distributors, Inc. (“EDI”) and Jerry Kosner (“Kosner”):

PARTIES

1. Graham Ford is a limited liability company organized under the laws of the State 

of Ohio, with its principal place of business in Columbus, Franklin County, Ohio. 

2. EDI is a corporation organized under the laws of the State of New Jersey, with its 

principal place of business in Blackwood, Camden County, New Jersey.

3. Kosner is an individual residing in, upon information and belief, the State of 

Illinois. Upon information and belief, at all material times with respect to the allegations in this 

Complaint, Kosner was employed by, contracted with, and/or an agent of EDI.

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JURISDICTION AND VENUE

4. This Court has diversity jurisdiction over this suit under 28 U.S.C. § 1332, as the 

parties are citizens of different States and the amount in controversy exceeds $75,000.00.

5. Venue is proper in the United States District Court for the Southern District of 

Ohio as some or all of the facts giving rise to this Complaint occurred within Franklin County,

Ohio, and a substantial part of the events and omissions giving rise the claims herein occurred in 

this District, as described below.

FACTS

GRAHAM FORD’S BUSINESS RELATIONSHIP WITH 

FORD COMPONENT SALES, LLC, EDI, AND KOSNER

6. In 2009, Graham Ford entered into a business relationship with Ford Component 

Sales, LLC (“FCS”), which allowed Graham Ford to purchase Ford engines and transmissions

(“Powertrain Assemblies”) from FCS.

7. Graham Ford purchased incomplete Powertrain Assemblies from FCS, would 

complete them as the engine manufacturer, and would then sell the Powertrain Assemblies to end 

users. 

8. Graham Ford used various vendors in completing the engineering, testing, and 

assembly of its Powertrain Assemblies. Specifically, Graham Ford had a relationship with 

EControls, LLC (“EControls”), which would assist Graham Ford in calibrating and 

programming Graham Ford’s engine control modules.

9. Kosner is a former employee, contractor, or agent of EControls.

10. By virtue of Kosner’s position at EControls, Graham Ford would allow Kosner to 

enter Graham Ford’s premises for the purpose of conducting business on behalf of EControls in 

support of Graham Ford. When Kosner was on Graham Ford’s premises, Kosner had access to 

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business information of Graham Ford, including but not limited to information regarding 

Graham Ford’s business operations, engine design processes, and calibration and programming 

information. But for Kosner’s status as an employee of EControls, Graham Ford would not have 

allowed Kosner onto its premises and would not have provided Kosner access to any of Graham 

Ford’s business information.

11. EDI is a competitor of Graham Ford and has the same or a substantially similar 

business relationship to FCS that Graham Ford had with FCS.

12. EDI stood to gain from FCS terminating its relationship with Graham Ford 

because the termination would essentially eliminate competition for EDI and allow EDI to 

increase its market reach by narrowing the field of competitors selling FCS Powertrain 

Assemblies.

KOSNER JOINS EDI, BUT CONTINUES TO GO TO GRAHAM FORD

13. At some unknown time, though upon information and belief sometime during 

early- to mid-2016, Kosner ceased working for EControls and began to work for EDI.

14. Even though Kosner was now working for EDI, Kosner continued to visit Graham 

Ford’s place of business, pretending that he was there on behalf of EControls. If Graham Ford 

had been aware that Kosner was working for EDI, it would not have allowed Kosner on its 

premises, let alone have provided Kosner with access to Graham Ford’s business information.

15. In or around July of 2016, Graham Ford learned from Larry Maccani of Roush 

Industries (“Roush”), that Kosner was no longer with EControls and was instead working for 

EDI. As represented by Roush, in or around July of 2016, Kosner contacted Roush regarding the 

development of a new engine configuration on behalf of EDI. Roush recognized the engine 

configuration as belonging to Graham Ford, and immediately informed Graham Ford.

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16. Graham Ford immediately terminated its relationship with Kosner.

KOSNER AND EDI’S PRESENTATION TO FCS

17. Sometime in late 2016, EDI, through Kosner and one or more of EDI’s officers,

arranged for a meeting with FCS to discuss Graham Ford (the “Meeting”).

18. At the Meeting, EDI, through Kosner and one or more of EDI’s officers, 

presented a slideshow presentation (the “Presentation”) regarding Graham Ford, which 

contained false, defamatory, misleading, and disparaging information regarding Graham Ford.

19. Below is a true and accurate picture of the first page of the Presentation, 

containing both EDI’s logo and identifying Kosner as the presenter.

20. Below is a true and accurate picture of the second page of the Presentation.

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21. The above statements are false, defamatory, and/or misleading, and were made 

negligently, maliciously, intentionally, and/or were made with reckless disregard as to whether 

the statements are true, including but not limited to the fact that the proper emissions stickers 

were attached and Graham Ford properly assembled and certified the engines.

22. The statements are material because they negligently, maliciously, intentionally, 

and/or recklessly state, imply, and create the impression that Graham Ford was shipping 

Powertrain Assemblies in violation of the terms of its agreement with FCS and in violation of 

federal laws regarding the transportation, emission labelling, and assembly of engines.

23. Below are true and accurate pictures of the third and fourth pages of the 

Presentation.

(Page 3 of Presentation.)

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(Page 4 of Presentation.)

24. The above statements are false. The engines that were shipped had the appropriate 

emission stickers, and the images embedded in pages 3 and 4 of the Presentation were not labels

to be attached by the customer. Instead, these images are from Graham Ford’s Engine OEM 

Manual (“OEM Manual”) and were illustrative examples in the OEM Manual to help the user 

identify the location of the actual emissions labels on the engines and to illustrate what the 

different labels looked like.

25. The above statements are material because they negligently, maliciously, 

intentionally, and/or recklessly state, imply, and create the impression that Graham Ford was 

shipping Powertrain Assemblies in violation of the terms of its agreement with FCS and in 

violation of federal laws regarding the transportation, emission labelling, and assembly of 

engines.

26. Page 4 of the Presentation is also false, defamatory, and/or misleading by 

asserting that Graham Ford was using the Ford/FCS logo without authorization or approval, 

when in fact Graham Ford had such authorization. While the statements are punctuated with dual 

question marks (“??”), simply adding a question mark to a statement does not preclude it from 

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being defamatory when the substance of the statement, when taken in the overall context, can be 

reasonably read as a false assertion of fact. 

27. These statements / “questions” were likewise material by falsely asserting and 

portraying that Graham Ford was making unauthorized use of the Ford/FCS logo. 

28. Below is a true and accurate picture of the fifth page of the Presentation:

29. The above statements are false, defamatory, and/or misleading, and were made 

negligently, maliciously, intentionally, and/or were made with reckless disregard as to whether 

the statements are true, including but not limited to the fact that proper emissions stickers were 

attached and the engines were never introduced into interstate commerce. 

30. The statements are material because they negligently, maliciously, intentionally, 

and/or recklessly state, imply, and create the impression that Graham Ford was shipping 

Powertrain Assemblies in violation of the terms of its agreement with FCS and in violation of 

federal laws regarding the transportation, emission labelling, and assembly of engines.

31. Page 5 of the Presentation states that this incident was “witnessed by Jerry 

Kosner” in June 2016. Upon information and belief, Kosner was employed by EDI by this time. 

As such, Kosner gained access to Graham Ford’s premises under false pretenses by representing 

that he was still employed by EControls, or by negligently or fraudulently failing to disclosure 

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that he was no longer with EControls and was now working for EDI as Graham Ford’s 

competitor, when there was a duty to disclose such information.

32. Below is a true and accurate picture of the sixth page of the Presentation:

33. The above statements are false, defamatory, and/or misleading, and were made 

negligently, maliciously, intentionally, and/or were made with reckless disregard as to whether 

the statements are true, including but not limited to the fact that Graham Ford took no 

unauthorized action to try and circumvent the FCS sales process, that Graham Ford did not stop 

assembling engines, and that Graham Ford did not stop applying emissions stickers to its 

engines.

34. The statements are material because they negligently, maliciously, intentionally, 

and/or recklessly state, imply, and create the impression that Graham Ford was shipping 

Powertrain Assemblies in violation of the terms of its agreement with FCS and in violation of 

federal laws regarding the transportation, emission labelling, and assembly of engines.

35. Below is a true and accurate picture of the seventh page of the Presentation:

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36. The above statements are false, defamatory, and/or misleading, and were made 

negligently, maliciously, intentionally, and/or were made with reckless disregard as to whether 

the statements are true, including but not limited to the fact “Cummins Calibration” was the 

default configuration on all ECMs (engine control modules) Graham Ford obtained from 

EControls, that configuration was not the result of any action taken by Graham Ford, and that the 

reason Graham Ford returned the ECMs to EControls was because they were defective.

37. The statements are material because they negligently, maliciously, intentionally, 

and/or recklessly state, imply, and create the impression that, inter alia, Graham Ford was

improperly using the intellectual property, programming, and engine calibrations of Cummins, 

another customer of FCS, and that EControls did not return the ECMs to Graham Ford out of 

some concern that Graham Ford was engaging in inappropriate behavior (when in fact, the 

ECMs were not returned to Graham Ford because they were defective).

38. Below is a true and accurate picture of the eighth and final page of the 

Presentation:

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39. The above statements are false, defamatory, and/or misleading, and were made 

negligently, maliciously, intentionally, and/or were made with reckless disregard as to whether 

the statements are true, and create the impression that Graham Ford was selling Powertrain 

Assemblies to customers while permitting the customers to be Manufacturer of Record 

(“MOR”). 

40. The statements are material because they negligently, maliciously, intentionally, 

and/or recklessly state, imply, and create the impression that Graham Ford was violating its 

agreement with FCS and federal laws regarding, inter alia, the transportation, sales, and 

introduction of engines into interstate commerce. 

41. Overall, the Presentation contained numerous false and misleading statements 

regarding Graham Power’s business, Graham Power’s compliance with its agreement with FCS, 

and Graham Power’s compliance with federal laws regarding the transportation, labeling, and 

introduction of engines into interstate commerce. See 40 C.F.R. Part 1068, Subpart B.

42. Defendants knew that the statements in the Presentation, and related statements

made during the Meeting, were false, misleading, and defamatory, and Defendants acted 

negligently, recklessly, maliciously, intentionally, and/or with willful disregard as to whether the 

statements were true, and disparaged the goods, services, and business of Graham Ford.

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43. Some of the false or misleading statements made in the Presentation were also

premised on what Kosner allegedly saw on Graham’s premises, which occurred solely as a result 

of Kosner’s unauthorized access to Graham Ford based on the false pretense that he was still an 

employee of EControls at the time.

44. Defendants engaged in the above described conduct for the purpose of interfering 

with Graham Ford’s relationship with FCS, from which Defendants stood to directly benefit.

45. After the Presentation, on May 2, 2017, FCS terminated its relationship with 

Graham Ford.

46. Graham Ford had an uninterrupted business relationship with FCS dating back to 

at least 2009, at least eight years before FCS terminated its relationship with Graham Ford.

47. Graham Ford engaged in no other action or inaction that would have resulted in 

FCS’s termination of its relationship with Graham Ford. The only occurrence proximate with 

FCS’s termination of its relationship with Graham Ford was Defendants’ Presentation.

COUNT I

TORTIOUS INTERFERENCE WITH CONTRACT / 

BUSINESS RELATIONSHIP BY DEFENDANTS

48. Plaintiff incorporates all of the preceding allegations as if fully rewritten herein.

49. Since 2009 at the latest, Graham Ford had a contractual and/or business 

relationship with FCS.

50. Defendants had knowledge of Graham Ford’s contractual and/or business 

relationship with FCS.

51. Defendants intentionally interfered with Graham Ford’s relationship with FCS 

through wrongful means, including but not limited to false, misleading, and defamatory 

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information in the Presentation, and disparagement of Graham Ford’s business, leading to a 

termination of the relationship between Graham Ford and FCS.

52. Graham Ford has been damaged by Defendants’ tortious interference with its 

relationship with FCS, and is entitled to any and all actual damages stemming from that 

interference, including but not limited to pecuniary loss through lost business development 

resources, lost opportunities, and lost profits, in an amount to be determined at trial. 

53. Defendants’ interference was done intentionally, willfully, and/or recklessly, 

further entitling Plaintiff to punitive damages and an award of attorneys’ fees.

COUNT II

DEFAMATION

54. Graham Ford incorporates all of the preceding allegations as if fully rewritten.

55. The statements made by Defendants in the Presentation and Meeting were false 

and defamatory, were about Graham Ford, and were published without privilege to FCS.

56. Defendants’ statements in the Presentation and Meeting were made negligently, 

recklessly, maliciously, intentionally, and/or with willful disregard as to whether the statements 

were true.

57. The statements disparaged the goods, services, and business of Graham Ford, and 

tended to injure Graham Ford’s trade or occupation at its principal place of business, and are 

therefore defamatory per se, for which Graham Ford need not prove special damages. 

Nonetheless, Graham Ford did suffer damages in fact, including but not limited to the 

termination of its relationship with FCS, lost profits, wasted prior business development, and 

impairment of reputation. 

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COUNT III

VIOLATIONS OF THE OHIO DECEPTIVE TRADE PRACTICES ACT, 

O.R.C. § 4165.01, et seq. (“DTPA”)

58. Graham Ford incorporates all of the preceding allegations as if fully rewritten.

59. The DTPA provides, in pertinent part, that a person “engages in a deceptive trade 

practice when, in the course of the person’s business, vocation, or occupation, the person does 

any of the following .... Disparages the goods, services, or business of another by false 

representation of fact.” O.R.C. § 4165.02(A)(10).

60. Defendants are “persons” under the DTPA.

61. Defendants are competitors of Graham Ford both in terms of their respective 

relationships with FCS and in the marketplace.

62. In the course of Defendants’ business, vocation, or occupation in competing with 

Graham Ford, Defendants disparaged the goods, services, and business of Graham Ford through 

false representations of fact described above in the Presentation, in the Meeting, as well as at 

other times. 

63. Graham Ford suffered harm at its principal place of business as a result of 

Defendants’ conduct through the resulting termination of its relationship with FCS. 

64. Graham Ford is entitled to injunctive relief, actual damages, and attorneys’ fees 

pursuant to O.R.C. § 4165.03.

COUNT IV

CIVIL TRESPASS

65. Graham Ford incorporates all of the preceding allegations as if fully rewritten.

66. Graham Ford’s business is located in Grove City, Franklin County, Ohio.

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67. Graham Ford permitted Kosner to enter its premises as an agent of EControls and 

for the purpose of furthering Graham Ford’s business.

68. Kosner committed an unauthorized intentional act by entering upon Graham 

Ford’s premises under the false pretense by falsely representing that he was an employee of 

EControls, when in fact Kosner was working for EDI. 

69. Alternatively, Kosner negligently, willfully, recklessly, and/or intentionally failed 

to disclose, when there was a duty to disclose, that he was no longer worked for EControls, but 

instead was working for EDI as Graham Ford’s competitor, when he entered Graham Ford’s 

premises.

70. If Graham Ford had been aware that Kosner was not working for EControls, but 

was instead working for Graham Ford’s competitor EDI, Graham Ford would not have allowed 

Kosner to enter its premises.

71. Through his unauthorized entry upon Graham Ford’s premises as a hidden agent 

of EDI, Kosner gained unauthorized access to Graham Ford’s business, including information 

regarding Graham Ford’s shipments, customers, computers and other electronic devices that had 

proprietary engine programming and configurations, and other business information. Indeed, as 

described above, Kosner’s unlawful entry upon Graham Ford’s premises, and what he claimed to 

see while on the premises, formed part of the Presentation.

72. Upon information and belief, Kosner was employed by EDI at the same time of 

his unlawful entry upon Graham Ford’s premises, and took such acts to further EDI’s business 

and as part of their strategy to try and sabotage Graham Ford’s relationship with FCS, such that 

EDI is directly and/or vicariously liable for Kosner’s conduct.

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73. As a result of Defendants’ conduct, Graham Ford is entitled to nominal damages, 

actual damages, punitive damages, and attorneys’ fees.

COUNT V

FRAUD / MISREPRESENTATION

74. Graham Ford incorporates all of the preceding allegations as if fully rewritten.

75. After Kosner was terminated from EControls, and in order to continue to obtain 

access to Graham Ford’s premises on behalf of EDI, Kosner falsely represented to Graham Ford 

that he was still employed by EControls. Alternatively, Kosner had a duty to disclose that he was 

no longer employed by EControls, and negligently, knowingly, willfully, and/or intentionally 

concealed that fact from Graham Ford.

76. Kosner’s statements were made falsely, with knowledge of their falsity, or with 

such utter disregard and reckless as to whether the statements were true or false that knowledge 

may be inferred.

77. Kosner’s false statements and/or failure to disclosure were made with the intent of 

misleading Graham Ford into relying on it, and Graham Ford justifiably relied upon Kosner’s 

representation or concealments in providing Kosner with continued access to Graham Ford’s 

premises.

78. Graham Ford suffered injury proximately caused by its reliance, including but not 

limited to Kosner’s continued access to Graham Ford’s private business operations and the 

supposed items that Kosner witnessed while on Graham Fords premises, which later served as 

the basis for his false and defamatory statements made during the Meeting and in the 

Presentation with FCS. 

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79. Upon information and belief, Kosner was employed by EDI at the same of his 

unlawful entry upon Graham Ford’s premises, and took such acts to further EDI’s business and 

as part of their strategy to try and sabotage Graham Ford’s relationship with FCS, such that EDI 

is directly and/or vicariously liable for Kosner’s conduct.

80. As a result of Defendants’ conduct, Graham Ford is entitled to actual damages, 

punitive damages, and attorneys’ fees.

WHEREFORE, Plaintiff prays for the following relief:

A. Injunctive relief;

B. Actual damages, in an amount to be determined at trial;

C. Punitive damages, in an amount to be determined at trial;

D. Attorney’s fees, expenses, and costs of this action; 

E. Pre- and post-judgment interest as provided by law; and

F. Such other relief as the Court deems just and proper.

Respectfully submitted,

s/ David M. Krueger

DAVID M. KRUEGER (0085072)

BENESCH FRIEDLANDER

COPLAN & ARONOFF LLP

200 Public Square, Suite 2300

Cleveland, Ohio 44114-2378

Telephone: (216) 363-4500 

Facsimile: (216) 363-4588

E-mail: dkrueger@beneschlaw.com

Attorneys for Plaintiff

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JURY DEMAND

Plaintiff hereby demands a trial by jury, on all the issues so triable, by the maximum 

number of jurors permitted by law.

s/ David M. Krueger

One of Plaintiff’s Attorneys 

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