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Matt Palmer Law Firm, PLC

Matt Palmer, AZ Bar No. 030590

matt@palmer.legal

237 W. Main St.

Mesa, AZ 85201

Phone: 480-264-0180

Fax: 888-584-2040

Attorney for Plaintiff

IN THE UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

Aurora Applied Waterborne 

Technologies, an Ohio Corporation,

Plaintiff,

vs.

Turley International Resources, LLC, 

an Arizona Limited Liability Company; 

Wet Edge Technologies, LLC, an 

Arizona Limited Liability Company,

Defendants.

Case No.: 

Complaint for Breach of Contract and 

Breach of the Implied Covenant of 

Good Faith and Fair Dealing

Demand for Jury Trial

INTRODUCTION

1. This case concerns the breach of a contract between the parties under Arizona 

state law. On or about November 1, 2009, the parties signed a contract entitled 

Global Development and Supply Agreement (“the Agreement”). Under the 

Case 2:18-cv-00705-DKD Document 1 Filed 03/05/18 Page 1 of 8
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Agreement Plaintiff, Aurora Applied Waterborne Technologies, Inc., (“Aurora”) 

sold certain applications used for the developing products used in swimming pool 

construction to Defendant Turley International Resources, LLC, (“Turley”) as well 

as an affiliate of Turley, Wet Edge Technologies, LLC, (“Wet Edge”) (collectively 

as “Defendants”). The parties later amended the Agreement in writing and added 

addenda. In the amendment and addenda, Aurora gave trade secrets and equipment 

to Defendants to allow them to manufacture products previously manufactured by 

Aurora. Defendants paid cash for Aurora’s equipment, and in exchange for Aurora’s 

trade secrets, Defendants agreed to pay Aurora royalties for the products produced.

Beginning in 2011, Defendants made timely payments to Aurora. However, in late 

2012, Defendants stopped making payments to Aurora, despite continuing to use 

the equipment and trade secrets acquired from Aurora. Aurora brings this suit for 

damages under the Agreement, amendment, and addenda.

JURISDICTION AND VENUE

1. This Court has diversity jurisdiction under 28 U.S.C. §1332. The amount in 

controversy exceeds $75,000. Aurora is an Ohio corporation with its principal place of 

business in Ohio. Turley is an Arizona limited liability company with its principal place 

of business in Mesa, Arizona. Wet Edge is an Arizona limited liability company with its 

principal place of business in Mesa, Arizona. 

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2. Venue is proper in the District of Arizona, pursuant to 28 U.S.C. §1391(b)(1), as 

Defendants both reside in Maricopa County, Arizona. 

PARTIES

3. Plaintiff Aurora is an Ohio corporation with its principal place of business in 

Mason, Ohio.

4. Defendant Turley is an Arizona limited liability company with its principal 

place of business in Mesa, Arizona.

5. Defendant Wet Edge is an Arizona limited liability company with its 

principal place of business in Mesa, Arizona. Wet Edge is an affiliate and subsidiary 

of Turley and also a party to the addenda to the Agreement.

FACTS

6. Aurora was formerly in the business of developing products, processes, and 

technologies for glass and aggregate applications, as well as the manufacture of other 

products.

7. On or about November 1, 2009, the parties entered the Agreement, a copy of which 

is attached hereto as Exhibit 1.

8. Under the Agreement, Aurora was to supply certain products and applications 

exclusively to Defendants. 

9. The Agreement contemplated additions by addendum. The parties executed a

written amendment and several binding addenda which amended the Agreement.

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10.On or about May 25, 2010, the parties executed a document entitled “Amendment 

to Exclusive Global Development and Supply Agreement” (“the Amendment”). Pursuant 

to the Amendment, Aurora would “cease production of raw ingredients used and outlined 

in the addendums to the agreement.” Instead of producing these items, Aurora agreed to 

“inform [Turley]/Wet Edge of the sources and recipes of the raw ingredients for the 

purpose of [Turley] and/or its subsidiaries obtaining the raw ingredients directly from the 

suppliers and producing the ingredients as used to make the finished products as described 

in the addendums.” Turley would then produce the finished products and pay Aurora a 

royalty for each product.

11.The Amendment lists the amounts of royalties to be paid for certain products. The 

Amendment also contains a list of equipment Aurora agreed to sell to Turley, the location 

of the equipment, and payment terms for the equipment.

12.Turley paid for the listed equipment in full, as agreed in the Amendment.

13.The parties also executed three, binding addenda (“the Addenda”). The first two 

addenda contain lists of products formerly made by Aurora, which would then be made 

by Defendants, and the royalty that Defendants would pay Aurora for the production of 

each product. The third addendum contained a list of products formerly made by Aurora, 

which would then be made by Defendants. 

14.Initially, Defendants paid Aurora the sums due under the Agreement, the 

Amendment, and the Addenda. In calendar year 2011, Defendants paid Aurora 

approximately $65,000.00 under the Agreement and subsequent documents.

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15.However, in late 2012, Defendants ceased making payments to Aurora in breach

of the Agreement, the Amendment, and the Addenda.

16.Upon information and belief, Defendants continued to use the trade secrets and 

equipment acquired in the Agreement, the Amendment, and the Addenda to manufacture 

products covered under these documents after they ceased paying Aurora, in breach of the 

Agreement. 

FIRST COUNT—Breach of Contract (Arizona State Law)

(ALL DEFENDANTS)

17.Aurora realleges and incorporates by reference all other paragraphs of this 

Complaint as if fully set forth herein.

18.Aurora had a valid, binding contract with Defendants.

19.Pursuant to that contract, Aurora gave Defendants trade secrets used to 

manufacture certain products, and Aurora used the trade secrets to manufacture the 

products listed in the Amendment and the Addenda. Defendants agreed to pay Aurora 

amounts to be calculated pursuant to the production of the products listed in the 

Amendment and the Addenda.

20.Defendants have not paid sums due under the Agreement, the Amendment, and the 

Addenda, thus breaching their contractual obligations to Aurora and damaging Aurora by 

their failure to pay the sums due. 

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SECOND COUNT—Breach of the Implied Covenant of Good Faith and Fair 

Dealing (Arizona State Law)

(ALL DEFENDANTS)

21.Aurora realleges and incorporates by reference all other paragraphs of this 

Complaint as if fully set forth herein.

22.In Arizona, a covenant of good faith and fair dealing is implied in every contract.

23.Under the Agreement, the Amendment, and the Addenda, Aurora expected to 

receive royalties from Defendants as Aurora’s products were produced by Defendants

using Aurora’s trade secrets.

24.Defendants’ failure to pay sums due has impaired Aurora’s right to receive the 

benefits it expected pursuant to their contractual relationship and constitute a breach of 

the implied covenant of good faith and fair dealing.

25.Defendants’ breach of the implied covenant of good faith and fair dealing has 

caused Aurora damages in the amounts due pursuant to the Agreement, the Amendment, 

and the Addenda.

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WHEREFORE, Aurora prays for judgment against Defendants as follows:

A. Damages for breach of contract against Defendants jointly and severally;

B. Attorney’s fees and costs, as provided in the Agreement and pursuant to A.R.S.

§12-341 and §12-341.01;

C. Any further relief this Court deems just under the circumstances.

DATED this 2nd day of March, 2018. 

Matt Palmer Law Firm, PLC

By:_/s/ Matt Palmer__________

Matt Palmer, Esq. No. 030590

matt@palmer.legal

237 W. Main St.

Mesa, AZ 85201

Phone: 480-264-0180

Attorney for Plaintiff

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DEMAND FOR JURY TRIAL

Plaintiff hereby demands trial by jury on all causes of action. 

DATED this 2nd day of March, 2018. 

Matt Palmer Law Firm, PLC

By:_/s/ Matt Palmer__________ 

Matt Palmer, Esq. No. 030590 

matt@palmer.legal

237 W. Main St. 

Mesa, AZ 85201 

Phone: 480-264-0180 

Attorney for Plaintiff

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