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UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

ADIL SHAFI, an individual,

Defendant/Counterclaim Plaintiff

v.

BRAINTECH, INC, a Nevada corporation,

Counterclaim Defendant,

and

FREDERICK WEIDINGER, an individual,

Additional Counterclaim Defendant.

_____________________________________/

Case No. 09-10454

Hon. Victoria A. Roberts

MOTION OF ADIL SHAFI FOR TEMPORARY STAY OF PROCEEDINGS

Defendant, Adil Shafi, through his attorneys, Berry Moorman P.C., hereby moves 

this Court for a temporary stay of proceedings to enable Shafi to devote his resources to 

seeking dismissal and/or change of venue in a case filed by additional defendant 

Weidinger, and Braintech’s successor, Robotic Vision Tech, against Shafi in the Eastern 

District of Virginia. The case filed by Weidinger in Virginia asserts claims based upon 

the same transaction and occurrence as Braintech’s now dismissed Complaint in this 

proceeding. In support of this motion, Shafi submits a memorandum of law in support.

Pursuant to Local Rule 7.1(a) Shafi’s attorneys requested concurrence in the 

relief requested but no concurrence was given.

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Respectfully submitted,

BERRY MOORMAN P.C.

By: s/James P. Murphy

James P. Murphy (P36728)

Attorneys for Defendant/Counterclaim 

Plaintiff

535 Griswold, Suite 1900

Detroit, Michigan 48226

(313) 496-1200

murph@berrymoorman.com

Dated: March 16, 2011

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UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

BRAINTECH, INC., a Nevada corporation,

Plaintiff,

v.

ADIL SHAFI, an individual,

Defendant/Counter-Plaintiff,

v.

FREDERICK WEIDINGER, an individual,

Additional Counter Defendant.

Case No. 2:09-cv-10454-VAR-VMM

Hon. Victoria A. Roberts

MEMORANDUM OF LAW IN SUPPORT OF MOTION OF ADIL SHAFI FOR 

TEMPORARY STAY OF PROCEEDINGS

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TABLE OF CONTENTS

INDEX OF AUTHORITIES..................................................................................iii

I. ISSUE PRESENTED FOR DECISION.........................................................1

II. MOST APPROPRIATE AUTHORITY FOR THE RELIEF REQUESTED................2

III. INTRODUCTION....................................................................................3

A. This Case....................................................................................3

B. The Case Filed on March 14, 2011.....................................................4

IV. ARGUMENT...........................................................................................6

V. CONCLUSION..........................................................................................8

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INDEX OF AUTHORITIES

Cases Page(s)

Dart v. Dart, 460 Mich. 573, 586 (Mich. 1999)...................................................................2, 6

Adair v. State of Michigan, 470 Mich. 105, 124 (Mich. 2004).................................... 2, 7

River Park Inc. v. Highland Park, 184 Ill. 2d 290, 307-09, 703 N.E.2d 883 (1998)...............7

Statute

Fed R. Civ. Pro. 13.................................................................................................................8

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I. ISSUE PRESENTED FOR DECISION

1. Whether continued proceedings in this case should be temporarily stayed 

pending dismissal or change of venue in the case of Robotic Vision Technologies LLC and 

Frederick Weidinger v. Adil Shafi, Civil Action No. 1:11 cv 250 (E.D. Virginia).

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II. MOST APPROPRIATE AUTHORITY FOR THE RELIEF REQUESTED

Dart v. Dart, 460 Mich. 573 (Mich. 1999); Adair v. State of Michigan, 470 Mich. 105 

(Mich. 2004).

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III. INTRODUCTION

A. This Case

This case was initiated by Braintech Inc. on February 6, 2009. In its original 

Complaint, Braintech alleged that Shafi owned two Michigan corporations, (Shafi Inc. and 

Shafi Innovations, Inc.) which Adil Shafi sold to Braintech. The transaction, which 

occurred on August 12, 2008, was documented by a lengthy and complicated Share 

Purchase Agreement and a series of voluminous exhibits and schedules. Included in the 

schedules of the Share Purchase Agreement were an Employment Agreement, a NonCompetition Agreement, and various other schedules. See Braintech Complaint, 

Paragraph 19, Docket No. 1.

Braintech essentially alleged that Shafi made certain material misrepresentations in 

connection with the sale of his companies to Braintech, and fraudulently induced Braintech 

to enter into the agreements. See Braintech Complaint, Paragraphs 58 through 73, 

Docket No. 1. As a result of such alleged misrepresentations, Braintech sought rescission 

of the Share Purchase Agreement and the related contracts, as well as declaratory relief.

On March 8, 2010, Braintech’s original attorneys sought to withdraw from continued 

representation. By Order dated April 7, 2010, this Court allowed Braintech’s former

attorneys, Pepper Hamilton, to withdraw. The same Order and a subsequent Order 

provided that Braintech was required to retain new counsel by May 21, 2011 or suffer the 

dismissal of its Complaint. On June 3, 2010, as a result of no Appearance being filed on 

behalf of Braintech, this Court dismissed Braintech’s Complaint. 

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B. The Case Filed on March 14, 2011

The new Complaint, filed in the Eastern District of Virginia, tracks the exact same 

factual allegations of the dismissed Complaint as the basis for the claims asserted. 

Although the specific counts of the new Complaint may be different, the transaction or

occurrence as described in the factual allegations are identical to those found in the now 

dismissed Complaint in this case. See Robotic Vision Technologies LLC Complaint filed in 

the Eastern District of Virginia at Exhibit 1. Not only are the facts and circumstances 

identical, but Weidinger and his new company, Robotic Vision Technologies, hardly even 

disguised the fact that the Complaint this Court dismissed served as the basis for the 

Complaint filed in Virginia.1 Many factual allegations in the new Complaint are identical to 

the Complaint this Court dismissed. For example, in Paragraph 9 of the dismissed 

Complaint in this case, Braintech alleged:

On or about June 19, 2008, Braintech and Shafi entered into a non-binding 

confidential Letter of Intent (“LOI”) setting forth Braintech’s proposal to 

purchase all of the outstanding capital stock of SI and 80% of the 

outstanding capital stock of SII, which would result in each company 

becoming operating subsidiaries of Braintech.

Paragraph 18 of the Virginia Complaint is identical. See Exhibit 1, p. 4, Paragraph 

18. There are plenty of other examples of allegations between the two Complaints which 

are virtually identical.

The new Complaint filed in the Eastern District of Virginia seeks damages on behalf 

of Braintech. In Paragraph 49, Weidinger and his new company allege “Braintech suffered 

1 Paragraph 15 of the Complaint admits that Robotic Vision Technologies is the successor in interest to 

Braintech (“prior to its sale to RVT in 2010, Braintech was a publicly traded...company....”).

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damages.”2 Weidinger and his new company allege that Shafi has “competed directly with 

Braintech.” See Exhibit 1, p. 13, Paragraph 57. Weidinger and his new company seek to 

recover damages for such competition against Braintech and claim that such competition 

violated a non-competition agreement which was the subject matter of the Complaint that 

this Court dismissed.

In Count I, for breach of the Share Purchase Agreement, Weidinger and his new 

company allege that “Braintech suffered damages as a result of Shafi’s breach of 

warranties.” See Exhibit 1, p. 18, Paragraph 84. In Count II, breach of fiduciary duty, 

Weidinger and his new company allege “Braintech suffered damages of approximately 

$1,990,000 related to the lost benefit of its bargain related to the Share Purchase 

Agreement between Shafi and Braintech.” See Exhibit 1, p. 20, Paragraph 91. In Count 

III of their new Complaint, Weidinger and his new company seek damages for breach of a 

non-competition agreement. Weidinger and his new company allege that “Shafi’s 

breaches have also caused Braintech, and now RVT, damages in the form of lost sales.” 

See Exhibit 1, p. 21, Paragraph 100. In Count IV, which seeks recovery for defamation, 

Weidinger and his new company allege “Shafi’s breaches have caused Braintech, and

now RVT, damages in excess of $75,000 in the form of lost sales and the lost benefit of 

the bargain related to the Share Purchase Agreement. See Exhibit 1, p. 23, paragraph 

114.

The filing of a new case in the Eastern District of Virginia based upon the same 

transaction or occurrence as the Complaint dismissed by this Court is vexatious. Since 

2 Here, Weidinger seeks to recover Braintech’s damages in excess of $2,000,300. 

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they have filed an appearance, Weidinger’s fourth set of lawyers, Mr. McNeill and the firm 

of Dickinson Wright clearly are aware that this Court has already dismissed a Complaint 

filed by Braintech arising from the same transaction or occurrence. The filing of the new 

case by the same attorneys has the effect of forcing Shafi to defend the same Complaint 

which this Court already dismissed in a forum over 500 miles from Shafi’s home state. 

Shafi intends to seek dismissal and/or a change of venue in the new matter filed in the 

Eastern District of Virginia. It would be unfair and wasteful of Shafi’s resources to force 

him to litigate a frivolously filed case in the Eastern District of Virginia as this case nears its 

final pretrial conference and expected trial on May 10, 2011. The timing of the filing of the 

new case in Virginia clearly telegraphs the abusive intent of Weidinger, and is more than 

likely sanctionable. The only purpose is to whipsaw Shafi. The fact that it was filed by the 

same lawyers representing Weidinger in this matter, in this Court, makes it obvious the 

intended goal is to inflict as much financial pain on Shafi as can possibly be imposed. 

Shafi should not be forced to proceed to trial and simultaneously litigate the same case 

this Court has already dismissed, in a place 500 miles from this Courthouse. 

IV. ARGUMENT

The new claims asserted in the Eastern District of Virginia are clearly subject to the

doctrine of res judicata. In Michigan,3res judicata applies when “(1) the first action was 

decided on the merits, (2) the matter contested in the second action was or could have 

been resolved in the first, and (3) both actions involve the same parties or their privies.” 

Dart v. Dart, 460 Mich. 573, 586 (Mich. 1999). For the purpose of determining whether 

3

The Share Purchase Agreement provides that Michigan law applies.

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parties are in privity, if “the first litigant represents the same legal right that the latter litigant 

is trying to assert...” the parties are deemed to be in privity. See Adair v. State of 

Michigan, 470 Mich. 105, 124 (Mich. 2004). All three prongs are present in the newly filed 

Complaint and Weidinger and his new company are clearly in privity with Braintech.

It is abundantly clear from comparison of the new Complaint filed in the Eastern 

District of Virginia to the Complaint this Court dismissed that a “single group of operative 

facts give rise to the assertion of relief” in both cases. See Adair, 470 Mich. at 124 

(quoting River Park Inc. v. Highland Park, 184 Ill. 2d 290, 307-09, 703 N.E.2d 883 (1998)). 

The same evidence in this case will be the subject of the case in Eastern District of 

Virginia. The basic allegation that Shafi defrauded Braintech and Weidinger into the 

transaction involving the sale of Shafi’s companies was the center of the Complaint this 

Court dismissed. The same transaction gives rise to the claims for relief in the new 

Complaint. See Adair at 124. In Michigan, courts apply the doctrine of res judicata 

broadly. There is little doubt that the new case in the Eastern District of Virginia will be 

subject to res judicata principles.

But even if not subject to res judicata, in the original Complaint filed here, Braintech 

asserted that personal jurisdiction over Shafi existed in Michigan. In the new Complaint, 

Weidinger claims that personal jurisdiction exists in Virginia. This claim is made in bad 

faith and contradicts the allegations made in this proceeding. It is undisputed that Shafi 

resides in Michigan and principally performed his duties related to Braintech from his home 

located in Brighton, Michigan. Yet, even if Weidinger and his new company can make a 

case for personal jurisdiction in Virginia, such jurisdiction would only arise in connection 

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with a nexus with Braintech, not Robotic Vision Technologies and not Weidinger, 

individually. Thus, there is no personal jurisdiction in Virginia.

Finally, Weidinger, as a party defendant to Shafi’s counterclaim, is subject to 

compulsory joinder of claims he has against Shafi. See Fed R. Civ. Pro. 13. To the extent 

that Weidinger asserts new claims in the Eastern District of Virginia, he is collaterally 

estopped from asserting such new claims in multiple vexatious litigation because such 

claims are required to have been asserted in this case. Any fair reading of the Complaint 

indicates that all of the allegations arose before or at the time Weidinger was added as a 

party to this case. Fed R. Civ. Pro. 13 requires Weidinger to join any and all claims he had 

against Shafi in this proceeding. 

V. CONCLUSION

For the foregoing reasons, Shafi requests a brief, temporary stay of the 

proceedings in this matter so that he can expend his resources to address the 

proceedings in the Eastern District of Virginia, seeking either dismissal or change of venue 

to this Court before he is forced into a trial in this judicial district.

Respectfully submitted,

BERRY MOORMAN P.C.

By: s/James P. Murphy

James P. Murphy (P36728)

Attorneys for Defendant/Counterclaim 

Plaintiff 

535 Griswold, Suite 1900

Detroit, Michigan 48226

(313) 496-1200

murph@berrymoorman.com

Dated: March 16, 2011

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CERTIFICATE OF SERVICE

STATE OF MICHIGAN )

)ss

COUNTY OF WAYNE )

I hereby certify that on the 16th day of March, 2011, a copy of the foregoing 

Motion of Adil Shafi for Temporary Stay of Proceedings and Memorandum of Law in 

support of same was filed electronically. Notice of this filing will be sent to all parties by 

operation of the Court’s electronic filing system. Parties may access this filing through 

the Court’s system. 

Respectfully submitted,

BERRY MOORMAN P.C.

By: s/James P. Murphy

James P. Murphy (P36728)

Attorneys for Defendant

535 Griswold, Suite 1900

Detroit, Michigan 48226

(313) 496-1200

murph@berrymoorman.com

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