UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

BRAINTECH, INC., a Nevada corporation, 

Plaintiff, 

v. 

ADIL SHAFI, an individual, 

Defendant. 

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

Hon. Victoria A. Roberts 

ANSWER TO COMPLAINT, AFFIRMATIVE DEFENSES, 

COUNTERCLAIM AND JURY DEMAND

Defendant Adil Shafi (“Shafi”), through his attorneys, Berry Moorman P.C., 

answers Plaintiff’s Complaint as follows: 

PARTIES, JURISDICTION AND VENUE

1. Admitted. 

2. Admitted. 

3. Shafi admits that based upon the allegations made, diversity jurisdiction 

exists. Any remaining allegations are neither admitted nor denied for lack of information 

sufficient to form a belief as to the truth of the matters asserted. 

4. Admitted. 

5. Admitted. 

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COMMON ALLEGATIONS

6. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

7. Admitted. 

8. Admitted. 

9. Admitted. 

10. Admitted, however, Shafi denies that the terms of the employment 

agreement were “lucrative.” 

11. The first and second sentences of this allegation are admitted. The third 

and fourth sentences are denied as untrue. 

12. Denied as untrue. 

13. Denied as untrue. 

14. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

15. Denied as untrue. 

16. Denied as untrue. 

17. Denied as untrue. 

18. Denied as untrue. 

19. Shafi admits that he became a party to the six agreements. The 

remaining allegations are denied as untrue. 

20. Admitted. 

21. Admitted. 

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22. Admitted. 

23. The Creditor and Payment Schedule speaks for itself, therefore this 

allegation is neither admitted nor denied for lack of information sufficient to form a belief 

as to the truth of the matters asserted. 

24. Shafi neither admits nor denies what Braintech discovered for lack of 

information and denies as untrue the remainder of this allegation. 

25. Shafi admits that the Schedule provided for payments to Comerica Bank. 

The remainder of the allegation is denied. In further answer, Shafi states that Comerica 

Bank filed suit because Braintech failed to honor its promise to make monthly 

payments. 

26. Denied as untrue. 

27. The Stock Purchase Agreement speaks for itself, accordingly this 

allegation is neither admitted nor denied for lack of information sufficient to form a belief 

as to the truth of the matters asserted. 

28. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. In further answer, Shafi states that the 

Stock Purchase Agreement is a long, complicated agreement and one of six 

agreements which were the subject of the entire transaction. However, the practical 

effect was that Braintech assumed and agreed to fund a portion of Shafi Inc. debt as 

part of the overall transaction. 

29. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

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30. The Stock Purchase Agreement speaks for itself, therefore this allegation 

is neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

31. The Stock Purchase Agreement speaks for itself, therefore this allegation 

is neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

32. The Stock Purchase Agreement speaks for itself, therefore this allegation 

is neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

33. The Stock Purchase Agreement speaks for itself, therefore this allegation 

is neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

34. The Stock Purchase Agreement speaks for itself, therefore this allegation 

is neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

35. Denied as untrue. 

36. Shafi denies as untrue that he made or caused to be made any fraudulent 

misrepresentations. The Letter Agreement speaks for itself, therefore the remaining 

allegations are neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

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37. The Letter Agreement speaks for itself, therefore this allegations is neither 

admitted nor denied for lack of information sufficient to form a belief as to the truth of the 

matters asserted. 

38. The Letter Agreement speaks for itself, therefore this allegations is neither 

admitted nor denied for lack of information sufficient to form a belief as to the truth of the 

matters asserted. 

39. The Letter Agreement speaks for itself, therefore this allegations is neither 

admitted nor denied for lack of information sufficient to form a belief as to the truth of the 

matters asserted. 

40. The Letter Agreement speaks for itself, therefore this allegations is neither 

admitted nor denied for lack of information sufficient to form a belief as to the truth of the 

matters asserted. 

41. The Promissory Note and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

42. The Promissory Note and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

43. Denied as untrue. 

44. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

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45. The Lock-Up Agreement and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

46. The Lock-Up Agreement and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

47. The Lock-Up Agreement and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

48. The Lock-Up Agreement and Stock Purchase Agreement speak for 

themselves, therefore this allegation is neither admitted nor denied for lack of 

information sufficient to form a belief as to the truth of the matters asserted. 

49. Admitted. 

50. Denied as untrue. 

51. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

52. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

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53. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

54. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

55. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

56. The Employment Agreement speaks for itself, therefore this allegation is 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

57. Admitted. 

58. Denied as untrue. 

59. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

60. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

61. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

62. Denied as untrue. 

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63. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

64. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

65. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

66. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

67. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

68. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

69. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

70. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

71. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

72. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

73. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

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74. Admitted. 

75. Denied as untrue. 

76. Shafi admits that Braintech, specifically Frederick Wiedinger, informed him 

that his “status” would be administrative leave without pay or benefits. All remaining 

allegations are denied. 

77. Admitted, however, Shafi denies that Braintech had any lawful basis to 

demand rescission. 

78. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

79. Admitted, except Shafi denies as untrue that Braintech had any lawful 

basis to demand rescission or that Shafi had any legal obligation to respond. 

COUNT I 

RESCISSION OF SALE AGREEMENTS DUE TO MATERIAL 

MISREPRESENTATIONS AND FRAUDULENT INDUCEMENT

80. Shafi incorporates his answers to paragraphs 1 through 79 here. 

81. Shafi neither admits nor denies the allegations found in paragraphs 13, 

15-18, 24-26 and 58-69 as they relate to this allegation and denies as untrue the 

remaining allegations. 

82. Denied as untrue. 

83. Denied as untrue. 

84. Denied as untrue. 

85. Denied as untrue. 

86. Denied as untrue. 

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87. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

88. Denied as untrue. In further answer, Shafi denies that Braintech is entitled 

to any of the relief to which it claims entitlement in the paragraph which follows this 

allegation and begins with the word “wherefore.” 

COUNT II 

RESCISSION OF SALE AGREEMENTS 

DUE TO SUBSTANTIAL BREACH OF SALE AGREEMENTS

89. Shafi incorporates his answers to paragraphs 1 through 88 here. 

90. Admitted. 

91. Shafi admits only that the Sale Agreements contained certain written 

representations and statements. Any remaining allegations are neither admitted nor 

denied for lack of information sufficient to form a belief as to the truth of the matters 

asserted. 

92. Denied as untrue. 

93. Denied as untrue. In further answer, Shafi denies that Braintech is entitled 

to any of the relief to which it claims entitlement in the paragraph which follows this 

allegation and begins with the word “wherefore.” 

COUNT III 

DECLARATORY RELIEF

94. Shafi incorporates his answers to paragraphs 1 through 93 here. 

95. Admitted. 

96. Admitted. 

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97. Shafi denies as untrue the allegation that Braintech has any lawful basis 

for rescission of one of all of the Sale Agreements. Any remaining allegations are 

neither admitted nor denied for lack of information sufficient to form a belief as to the 

truth of the matters asserted. 

98. Neither admitted nor denied for lack of information sufficient to form a 

belief as to the truth of the matters asserted. 

99. Shafi denies as untrue the allegation that Braintech has any lawful basis 

for rescission of one or more Sale Agreements. Any remaining allegations are neither 

admitted nor denied for lack of information sufficient to form a belief as to the truth of the 

matters asserted. 

RELIEF

 Shafi demands a judgment of dismissal or no cause of action together with an 

award of attorneys’ fees and costs and such relief as this Court deems just and prudent 

in the circumstances.

AFFIRMATIVE DEFENSES

For his affirmative defenses, Shafi asserts as follows: 

1. Braintech lacks “clean hands” and accordingly is not entitled to the 

equitable remedy of rescission. 

2. Assuming arguendo that Braintech can prove that misrepresentations 

were made in connection with the Agreements, misrepresentations do not give rise to 

an action for rescission. 

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3. Braintech is estopped from asserting claims for rescission because of its 

fraud, fraud in the inducement and fraud in connection with the sale of securities in 

connection with the transactions pursuant to which Braintech acquired SI and SII. 

4. Braintech’s complaint fails to state a cause of action upon which relief can 

be granted. 

5. Braintech has waived any right to recover under the claims alleged in its 

complaint due to its misconduct, fraud, fraudulent inducement and fraud in connection 

with the sale of securities regarding the transactions pursuant to which Braintech 

acquired SI and SII. Braintech is not entitled to recover on any of its claims due to its 

own illegal conduct in connection with the acquisition of SI and SII. 

6. Braintech has failed to join a necessary and indispensable party pursuant 

to F.R.C.P. 19(a) such that all claims between Braintech and Shafi may be fully 

adjudicated. That necessary party is Frederick Weidinger. 

7. Alternatively, this Court should grant permissive joinder to defendant Shafi 

and add Frederick Weidinger as a party plaintiff subject to Shafi’s counterclaim. 

COUNTERCLAIM

For his Counterclaim, Shafi, states as follows: 

PARTIES, JURISDICTION AND VENUE

1. Shafi is an individual who resides, transacts business and may be found in 

Livingston County, Michigan. 

2. Braintech, Inc. (“Braintech”) is a corporation organized under the laws of 

Nevada and maintains its principal place of business in McLean Virginia. 

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3. Frederick W. Weidinger (“Weidinger“) is an individual who resides, 

transacts business and is domiciled in the State of Virginia. Weidinger is the Chief 

Executive Officer and a shareholder of Braintech. At present, Weidinger is not a party. 

4. This is, in part, a fraud case where Weidinger, acting for Braintech, and 

Braintech, acting for Weidinger, fraudulently induced Shafi to acquire shares of 

Braintech in exchange for Shafi’s shares of Shafi Inc. (“SI”) and 80% of Shafi’s shares 

of Shafi Innovation Inc. (“SII”). 

GENERAL ALLEGATIONS

 A. The Parties

5. Braintech is in the software business. Braintech manufactures and sells 

vision guided robotics (“VGR”) software. Weidinger is a major shareholder, Director and 

Chief Executive Officer of Braintech. 

6. Shafi is an entrepreneur, an engineer by training and has focused on VGR 

software for over 19 years 

7. In 1991 Shafi founded his company SHAFI and incorporated it as SHAFI, 

Inc. in 1993. Until August 12, 2008 SI was owned entirely by Shafi. 

8. SI is in the VGR software business and over the course of its existence, 

SI, under the control and direction of Shafi, developed a line of proprietary VGR 

software known as RELIABOT. SI was an industry leader in VGR software. 

9. In 2007 Shafi incorporated Shafi Innovation Inc. Until August 12, 2008 SII 

was entirely owned by Shafi. 

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10. SII is in the business of VGR software for applications outside traditional 

factory automation. 

 B. Braintech’s Acquisition of stock of SI and SII

11. SI and Braintech were competitors in the marketplace of VGR software. 

As of the beginning of 2008, SI had a completely diversified customer base and its VGR 

software was compatible with multiple brands of robots and multiple brands of vision 

systems. SI had dozens of different types of applications solutions, in multiple 

industries, with over 300 customer installations. In addition, SI operated with a flexible 

business model which allowed for flexibility of choice of industry, system integrator, 

robot, vision system and applications solution in virtually every sale. 

12. As of the beginning of 2008, Braintech was largely focused on one 

customer, ABB Robotics. ABB and Braintech were parties to a long term exclusive 

supply agreement pursuant to which Braintech supplied its VGR software to ABB. 

Braintech also maintained a significant research and development division which for 

several years was focused on automotive applications of VGR software. Despite the 

significant research and development in the automotive sector, Braintech had only a 

handful of applications solutions in the automotive industry. As such, the completely 

flexible business model, installed base, market knowhow and relationships of SI were of 

great interest to Braintech. 

13. Braintech is a publically traded company and in 2008 and prior to 2008 

had made public statements about its plans to diversify and expand its customer base 

as well as gain access to markets in which it had not previously focused for its products. 

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14. In 2008, Weidinger approached Shafi in order to discuss a business 

combination between Braintech and SI. 

15. In discussions between Shafi and Weidinger, Weidinger expressed 

Braintech’s observation that a combination with SI would advance Braintech’s plans on 

a significantly faster track, allow it to expand its market access and penetration, expose 

it to new customers, allow Braintech to exploit and develop SI’s proprietary VGR 

software in combination with Braintech’s software in order to develop new products 

using the combined unique characteristics of both. Weidinger stated that these goals 

would be accomplished with a business combination and with Shafi in a leadership 

position with respect to technology in the combination. 

16. SI was an attractive candidate for a merger or sale to Braintech due to its 

diversified position in the market for VGR software, its proven track record of success 

with multiple robot and vision systems, many applications solutions, and its diversified 

customer list. 

17. In addition, SI had an established presence in the state of Michigan and a 

strong relationship with many automotive suppliers. SI was known in the automotive 

industry as the industry leader for vision-guided robotic software. 

18. The negotiations led to the execution of a Letter of Intent and later a Share 

Purchase Agreement whereby Braintech acquired 100% of the issued and outstanding 

stock of SI and 80% of the issued and outstanding stock of SII. 

19. Effective August 12, 2008 Braintech acquired 100% of the issued and 

outstanding stock of SI, and 80% of the issued and outstanding stock of SII. 

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20. In exchange, in part Shafi acquired 3,000,000 restricted shares in 

Braintech for the sale and transfer of Shafi’s stock in SI and SII. 

21. Following the closing Braintech issued a press release stating in part: 

"Braintech Inc. (OTC BB: BRH) has acquired 100 percent of the ownership of Shafi Inc. 

and 80 percent of the ownership of Shafi Innovation Inc. (together SHAFI). As a result, 

Braintech will acquire key proprietary assets from SHAFI, providing Braintech with a 

technological launching pad to accelerate its expansion into a wide-range of new 

markets that include aerospace, consumer, food and beverage, government, medical 

pharmaceutical, plastics, and semi-conductor.” 

 C. Pre-Closing Discussion and Braintech’s Diligence

22. Since the formation of SI, Shafi had invested his time and money and also 

contributed valuable intellectual property in the form of software code for SI’s proprietary 

vision guided robotics software, RELIABOT. In fact, at the time of the sale of stock in SI 

to Braintech, RELIABOT was the standard in the industry and was far more versatile 

than any Braintech products because of its ability to communicate with robots and vision 

systems from multiple manufacturers. SI’s profile and applications solutions were 

ranked within the top ten in the world by Google, and similar search engines, out of 

more than 1 million hits for “Bin Picking” or “AutoRacking”, for more than two years, at 

the time of sale to Braintech. Braintech never had this coveted ranking. 

23. 2008 was a difficult year financially for SI due to a slowdown in capital 

investment in the robotics automation market. SI had fallen behind in its obligations to 

creditors, including the IRS and its secured creditor, Comerica Bank. Braintech was 

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well aware of the financial position of SI. SI’s financial difficulties had nothing to do with 

its technology or products, rather the financial difficulties stemmed from the 

deterioration of the U.S. economy and the fact that customers and potential customers 

had been and would continue to hold any capital investments in new systems and 

technologies. Prior to the sale of SI and SII stock to Braintech and Shafi’s acquisition of 

Braintech stock, Braintech had performed a lengthy and far reaching due diligence. 

Braintech was aware of the general state of the market and was well aware and had 

satisfied itself that SI’s financial difficulties were the result of external market forces. 

24. In addition, Braintech was facing its own market economic issues. 

Braintech in 2008 was approaching the end of its exclusive supply contract (through 

December 2008) with its main customer ABB and the fact that ABB had been unable to 

resell approximately $6 million in inventory of software in the marketplace that it had 

purchased from Braintech (a fact divulged by Weidinger to Shafi on the closing date of 

August 12, 2008). This lack of resale capacity by ABB was perceived as a major 

weakness of Braintech by Weidinger and Weidinger knew that Braintech was not likely 

to renew the lucrative contract that Braintech had enjoyed with ABB. Therefore 

Braintech was motivated to move outside its dependence on ABB in an accelerated 

manner. With Braintech’s revenue stream threatened with the end of this supply 

contract, Weidinger was in the process of implementing his own plans to diversify 

Braintech’s technology, customer base and market penetration. 

25. Prior to the closing of the Stock Purchase Agreement, SI and Shafi, with 

the assistance of counsel, performed an exhaustive process of entering into payment 

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arrangements between SI and its creditors. By and large the creditors cooperated and 

entered into such payment over time agreements with SI. The fees and expenses of 

legal counsel who provided assistance to SI were for the most part, paid by Braintech. 

26. The Stock Purchase Agreement contained a schedule of all SI debts, 

created a category of assumed debt (“Braintech Accepted Debt”) which was 

memorialized into a Debt Schedule. The Schedule was painstakingly prepared as part 

of Braintech’s due diligence prior to the effective date of the Stock Purchase 

Agreement. The Debt Schedule and the Braintech Accepted Debt Schedule was not 

finalized by Weidinger until one hour before the closing on August 12, 2008. 

27. As part of the Stock Purchase Agreement, Braintech assumed 

responsibility to pay certain debts owed by SI to various creditors, including the Internal 

Revenue Service, Comerica Bank and the State of Michigan. The terms of payments 

for the assumed debt were according to the schedules which had been negotiated 

between SI and its creditors prior to the closing. 

 D. The Consideration for the SI and SII Stock and Shafi’s 

Acquisition of Braintech Stock

28. The transaction in which Braintech acquired the stock of SI and SII and 

Shafi in turn acquired his stock in Braintech was complicated and structured so that very 

little cash was paid up front for the stock of SI and SII. 

29. Included in the contracts executed at closing were the Share Purchase 

Agreement (“SPA”), Shafi’s Employment Agreement, an Escrow Agreement, a Lockup 

Agreement, Side Letter Agreement, Promissory Note and Non-Competition Agreement. 

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30. The SPA and Employment Agreement of Shafi established four major 

components of consideration to be paid for the stock of SI and SII. 

31. The first component of the consideration was cash. An advance payment 

of $50,000.00 was paid to SI upon execution of the letter of intent and an additional 

$50,000.00 was paid to SI on or about the closing date. The cash portion was intended 

by the parties to be used for SI obligations, including repayment of loans made by Shafi 

to SI. Each advance was accompanied by an agreed upon schedule of how and to 

whom the advances would be disbursed by SI. 

32. The second component of the consideration was assumption of SI debt. 

The SPA contained a schedule of all SI debts, created a category of assumed debt, 

Braintech Accepted Debt, which was memorialized into a Debt Schedule. Pursuant to 

the SPA and related Debt Schedule, Braintech agreed to assume the obligation to effect 

payment of $900,000 of SI debt and further agreed to retire the assumed debt over a 

period of time as provided in the Debt Schedule. The Debt Schedule mirrored the 

payment agreements that SI had painstakingly negotiated with its creditors in the 

months before the closing with counsel whose fees were paid by Braintech. The Debt 

Schedule and the Braintech Assumed Debt schedule were created by Weidinger. 

33. The third component of the consideration was the sale of 3,000,000 

shares of restricted stock in Braintech to Shafi. According to the SPA, the stock sold to 

Shafi could not be sold, traded or otherwise disposed of until registered by Braintech 

under the 1934 Securities Exchange Act. However, pursuant to the SPA, Braintech 

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committed to expend its best efforts to register the stock sold to Shafi as part of the 

SPA. Braintech committed to register the stock within six months or the closing. 

34. The fourth component of the consideration was the employment of Shafi 

by Braintech. As of the effective date of the SPA, Shafi became employed by Braintech 

pursuant to an Employment Agreement. 

35. The Employment Agreement entitled Shafi to annual compensation of 

$180,000, with guaranteed increases of 10% per year, in the second and third years of 

his employment. The Employment Agreement also entitled Shafi to minimum cash 

bonuses of 25% of his salary in each year of his employment and other benefits such as 

health insurance, expense reimbursement, additional stock and options and an outright 

payment of net revenue from automotive related sales of VGR software. 

36. Pursuant to the Employment Agreement, Shafi became employed as the 

Chief Operating Officer of Braintech effective August 16, 2008. 

37. Together, the four components of consideration amounted to an effective 

sales price for the stock in SI and SII of approximately $3,000,000.00. 

 E. Braintech Never Intended to Honor the Agreements

38. The transaction in which Braintech acquired the stock of SI enabled 

Braintech to obtain access to vast amounts of proprietary information, software code, 

goodwill, access to employees and the knowledge of the employees, some of whom 

had worked for years with Shafi, access to customers, access to new markets, 

particularly automotive markets, access to technology, access to applications solutions 

and evolutions of SI’s world leading RELIABOT VGR software. 

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39. Almost immediately after the closing of the transaction in which Braintech 

acquired the stock of SI and SII, it appeared that Braintech would not honor various 

undertakings as promised in the SPA, Employment Agreement and Debt Schedule, 

such as the opening of a Detroit metropolitan office, attending customer introduction 

meetings in an agreed to “Access and Acceleration” schedule, the hiring of personnel to 

support sales of SI software and other material promises made by Braintech to advance 

the common goals stated in the closing documents. 

40. By November 2008 Braintech had failed to take any steps to open an 

office location in the Detroit metropolitan area within the agreed period of time specified 

in the Access and Acceleration Schedule. 

41. By November 2008 Braintech had failed to hire any technical employees 

in order to appropriately staff both sales and engineering positions to support the sales 

and expansion of the SI lines of software. Additionally, Braintech failed to hire technical 

support as specified in Shafi’s Employment Agreement. 

42. By November 2008, Shafi became aware that Braintech was failing to 

meet its obligations to pay installments of debt owed by SI to SI creditors (the “Braintech 

Assumed Debt”). 

43. By November 2008, Braintech reneged on certain promises to reimburse 

certain expenses to Shafi. 

44. On November 25, 2008, Shafi was scheduled to qualify for coverage 

under Braintech’s health and medical insurance through Braintech pursuant to a 90 day 

vesting policy. 

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45. On November 19, 2008, Shafi was informed by his superiors at Braintech 

that he was being placed on “administrative leave” with full pay. No explanation or 

reason for this action was given. The term “administrative leave” was not defined in 

Shafi’s Employment Agreement. 

46. On November 24, 2008 Shafi was informed that his status was changed to 

“administrative leave without pay or benefits.” 

47. According to Shafi’s Employment Agreement there is no right granted to 

the employer, Braintech, to place Shafi on any sort of “administrative leave.” 

48. According to Shafi’s Employment Agreement with Braintech, Braintech 

has the right to terminate his employment for cause or without cause. In the event that 

Shafi was terminated for cause, certain rights to post-employment remuneration would 

be forfeited. 

49. In the event of a termination without cause, Shafi retained certain postemployment compensation benefits, including the right to collect 100% of his salary 

through the term of the Employment Agreement. 

50. Since November 24, 2008, Shafi has had no further communication from 

Braintech concerning the termination of his employment and Braintech has failed to 

honor its promises to continue to pay Shafi’s salary. 

51. As Chief Operating Officer of Braintech, part of Shafi’s responsibilities was 

to manage Braintech’s intellectual property. In fact, Section 4(a) of Shafi’s employment 

contract described in part Shafi’s duties as: 

Manage overall technology of combined company. In this role, 

EXECUTIVE shall manage the product lines and technical personnel of 

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BRAINTECH and SHAFI, Inc. and SHAFI Innovation, Inc. BRAINTECH’s 

Vancouver technical teams and a US based technical team comprised of 

current and new technical personnel will report to EXECUTIVE. In 

addition, EXECUTIVE shall define product and personnel direction, plan 

product development and manage testing and release of all future 

products including synergies between the combined product offerings. 

EXECUTIVE shall work closely with BRAINTECH’s market oriented sales 

teams. EXECUTIVE shall manage technical documentation, the technical 

training of and technical support to BRAINTECH’s employees, partners 

and customers. EXECUTIVE, shall transition to Houghton, MI on or about 

September 30, 2009.

52. Contrary to this description of his duties, once employed, Shafi was given 

no access whatsoever to any technology of the combined company. Rather there was 

a concerted effort to deny access to any Braintech generated technology, despite the 

efforts of Shafi to perform his employment and move forward with an integration of the 

combined technology of the two companies. 

53. By the time Shafi was placed on so called administrative leave, Shafi had 

discovered that Braintech had already defaulted in its promises to pay at least one 

installment of the SI assumed debt, to transfer additional stock to Shafi pursuant to the 

Employment Agreement, to make incentive bonus payments pursuant to the 

Employment Agreement, to proceed to take any steps to open a Michigan location and 

hire sales and technological staff or to take any steps to register the Braintech shares 

sold to Shafi. 

54. Although Braintech represented in the agreements that it would take all 

reasonable steps in order to advance the registration process of the Braintech stock 

sold to Shafi, to date, Braintech has taken no steps whatsoever to register the stock, 

rendering the stock worthless. The issuance of Braintech stock to Shafi was touted by 

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Braintech, upon closing in August 2008, in a press release to its shareholders and the 

general public as a major part of its consideration for the purchase of SI and SII. 

55. Following the apparent termination of Shafi, Braintech made an 

unsupported claim that the Share Purchase Agreement had to be rescinded, but to date 

other than as alleged in its complaint some three months after the purported 

termination, has offered no explanation to why rescission is needed. 

56. The complaint itself filed by Braintech is full of misrepresentations and 

contradicts the exhaustive and far reaching due diligence conducted by Braintech. By 

way of example only Braintech knew that: 

a. various debts of SI had been liquidated to a judgment before 

August 12, 2008. 

b. SI was delinquent with certain tax obligations. 

c. Shafi was the intended payee of a portion of each of the two 

$50,000 advances. 

d. SI revenue projections were just that; projections 

e. non-Braintech Accepted Debt was outstanding as of August 12, 

2008 and would be paid by Shafi post closing. 

57. To date Braintech has failed to provide any additional information to Shafi 

concerning his termination. The lack of any explanation for the termination of Shafi’s 

employment constitutes an admission that his termination was without cause. 

58. Since the apparent termination of Shafi’s employment, Braintech has 

moved aggressively to create a presence in Southeastern Michigan, by recently 

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opening a facility in Auburn Hills, Michigan and by its recently announced hiring of 

several key new personnel for its Michigan office. 

59. Since terminating Shafi’s employment, Braintech as been making a 

concerted effort to make contact with SI customers in order to solicit business. 

60. In negotiating, executing and initially performing the SPA, the related 

agreements and Employment Agreement for a period of approximately 90 days, 

Braintech and Weidinger intended to induce Shafi to turn over control of SI, its assets, 

intellectual property, goodwill and customer lists, but Braintech had no intention of 

performing and honoring its promises beyond a period of 90 days after it acquired 

complete control of these assets. 

61. Through the acquisition of SI, Braintech and Weidinger have advanced 

their plan to diversify and gain access to new markets in a far shorter period than it 

would have been able to accomplish according to its initial internal plans. Braintech 

acquired the means to carry out its plans at a fraction of the arms length negotiated 

price that it would have paid under the terms of the SPA, Employment Agreement and 

related agreements. 

62. As anticipated, Braintech contends in its complaint that it is entitled to 

rescind all of the contracts related to its acquisition of SI and SII and the sale of stock to 

Shafi. Braintech’s claim for rescission is merely a ruse since it has already had access 

(and continues to access) technology, customers, markets and know how of SI and SII. 

63. The acquisition of SI and SII was merely an elaborate plan to commit the 

theft of valuable corporate property at a time when Braintech was itself facing the 

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demise of its business with the impending end of its only contract to sell its own VGR 

software products, and Braintech knew that due to the lack of resale of $6 million worth 

of software by ABB, Braintech’s renewal of its exclusive contract with ABB from 2009 

onwards, had become a highly unlikely possibility. 

64. Weidinger was motivated to participate in the theft of corporate property 

because he has personally invested millions of dollars in Braintech in order to keep it 

afloat. In fact, recent disclosures in SEC filings indicate that Weidinger personally 

loaned Braintech $50,000 of the cash portion of the consideration paid to SI and as a 

result was awarded additional shares in the company. 

65. Weidinger has been personally involved with the scheme to commit theft 

of corporate property from the beginning. Weidinger personally approached Shafi in 

early 2008, Weidinger personally conducted months of Due Diligence and difficult 

negotiation, Weidinger negotiated the agreements, and finalized specific payment terms 

in the Debt Schedule (up to an hour before closing), Weidinger negotiated the 

Employment Agreement and SPA. Weidinger blocked Shafi’s effectiveness at 

Braintech after the closing, personally authorized the breach of the Agreements to 

Braintech employees, and finally made the decision to terminate Shafi’s involvement at 

Braintech. 

66. Weidinger was further motivated to commit the theft of corporate property 

in order to advance his own personal goals to profit from an eventual public offering of 

stock in Braintech in the future. 

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67. Without the technology, customers, markets and know how of SI and SII, it 

would have taken Braintech years to reach the market position it now has by virtue of 

the theft of corporate property. Weidinger has through these actions, now accrued for 

himself and for Braintech all of the valuable intellectual property, assets and goodwill of 

SI and SII and through its claim for rescission intends to merely shed the carcass. 

COUNT I 

DECLARATORY JUDGMENT (EMPLOYMENT CONTRACT)

68. Shafi incorporates here the allegations in paragraphs 1 through 67 above. 

69. An actual case or controversy exists between Shafi on the one hand and 

Braintech on the other hand regarding the enforceability of the obligations created by 

Shafi’s Employment Agreement with Braintech. 

70. Effective August 16, 2008, Shafi became the Chief Operating Officer of 

Braintech and continued in his capacity as President of SI, President of SII and was 

appointed to the Braintech Board of Directors. 

71. Shafi performed all of this duties and obligations set forth in the 

Employment Agreement in a satisfactory manner. 

72. Pursuant to Section 12 of the Employment Agreement, Shafi could be 

terminated. 

73. In the event of termination of Shafi’s employment by Braintech, without 

good cause, Shafi is and was entitled to: 

a. unpaid compensation earned to the termination date, 

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b. a lump sum payment of the remaining “base salary” of the term of 

the Employment Agreement (3 years), subject to the execution of a 

release. 

74. On November 19, 2008, Braintech informed Shafi that he would be on 

“administrative leave” as of November 19, 2008 but would continue to be paid his salary 

and benefits. Braintech claimed in writing that it had decided to “rescind” the acquisition 

of SI and SII but offered no further explanation. 

75. On November 24, 2008, Braintech informed Shafi that his status of 

“administrative leave” would continue, but effective November 24, 2008, Shafi would not 

receive his salary and benefits. In the same communication, Braintech outlined its 

demands for a “mutually agreeable” rescission agreement, but offered no reason or 

cause for Shafi’s administrative leave or its demand for rescission. 

76. Braintech’s use of so called “administrative leave” in connection with the 

termination of Shafi’s employment is a breach of the Employment Agreement. 

77. Effectively Shafi’s employment with Braintech has been terminated as of 

November 19, 2008. 

78. Shafi’s employment with Braintech was terminated by Braintech without 

good cause as defined in the Employment Agreement, and Shafi is accordingly entitled 

to severance benefits under the Employment Agreement. 

79. Shafi is entitled to a declaratory judgment that Braintech has breached the 

Employment Agreement by terminating Shafi without good cause and failing to pay 

Shafi severance benefits provided under the Employment Agreement. 

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COUNT II 

BREACH OF CONTRACT (EMPLOYMENT CONTRACT)

80. Shafi incorporates here the allegations in paragraphs 1 through 79 above. 

81. Shafi and Braintech are parties to an Employment Agreement. 

82. Braintech is presently in breach of the Employment Agreement because 

Braintech has terminated Shafi’s employment without good cause and failed to pay 

severance called for under the Employment Agreement. 

83. Braintech’s breach of the Employment Agreement terminated Shafi’s 

ability to receive bonuses of cash and stock for his services and particularly revenues 

from automotive sales. 

84. As a result of the foregoing, Shafi is entitled to an award of damages in 

the minimum amount of $700,000 plus an amount to be determined for future bonus 

income and the value of stock awards, any applicable costs, interest and attorney’s fees 

as a result of Braintech’s breach of the Employment Agreement. 

COUNT III 

BREACH OF CONTRACT (SHARE PURCHASE AGREEMENT)

85. Shafi incorporates here the allegations in paragraphs 1 through 84 above. 

86. Shafi and Braintech are parties to a SPA dated August 12, 2008. 

87. The SPA obligated Braintech to assume responsibility for payment of 

certain designated liabilities of SI including debts for which Shafi was and is personally 

liable. 

88. Following the August 12, 2008 closing and pursuant to the terms of the 

SPA, Braintech failed to cause regular payments called for in the SPA and specifically in 

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the Braintech finalized Debt Schedule for Braintech disbursements for Braintech 

Accepted Debt. 

89. During the period leading up to the closing of the SPA, Braintech paid 

substantial attorneys fees to an attorney hired on behalf of SI, with Braintech’s consent, 

in order to negotiate complicated repayment agreements with every creditor of SI. In 

order to obtain repayment agreements with SI creditors, Shafi invested a substantial 

amount of his time and energy into the effort to obtain repayment agreements. The 

repayment agreements were incorporated into a Debt Schedule for the purpose of the 

SPA to allow Braintech to retire the Braintech Accepted Debt over time. 

90. Braintech notified Shafi on November 19, 2008 that it was demanding 

rescission of the SPA. By this time Shafi had discovered that Braintech had not paid 

the required installments of the Braintech Accepted Debt of SI. 

91. Braintech did not and has not provided any substantiation for its claims for 

rescission and in fact has no basis to demand rescission. 

92. By failing to pay the installments under the Debt Schedule for the 

Braintech Accepted Debt of SI, Braintech has breached the SPA. 

93. As a result of the foregoing, Shafi has suffered damages for his personal 

liability for a portion of the Braintech Accepted Debt in an amount to be determined by 

this Court. 

COUNT IV 

FRAUD/FRAUD IN THE INDUCEMENT 

94. Shafi incorporates the allegations set forth in paragraphs 1 through 93 

here. 

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95. At all relevant times during the period in which Shafi began negotiating 

with Weidinger and Braintech for a business combination, the actual negotiations for the 

acquisition of stock in SI and SII, the due diligence carried out by Weidinger and 

Braintech in connection with the ultimate closing of the transaction, up to and including 

the transaction, Weidinger on behalf of Braintech represented that Braintech fully 

intended to carry out all of the promises and undertakings set forth in all of the contracts 

and documents associated with the acquisition of the stock in SI and SII. 

96. In particular, Weidinger represented to Shafi that Shafi would receive 

substantial value from the purchase of 3 million shares of stock issued by Braintech as 

part of the transaction and that Braintech would take all reasonable and necessary 

steps to register the stock after a period of six months to enable Shafi to realize a profit 

from the sale of SI and SII to Braintech. 

97. Weidinger represented to Shafi that Shafi would be part of an important 

management team and, in fact, the leader of technology and sales, reporting only to 

Weidinger, and that he would receive substantial compensation and other benefits from 

the newly-formed position of Chief Operating Officer of Braintech in charge of 

technology for the newly combined enterprise. 

98. Weidinger represented that the assumption of debt owed by SI to its 

creditors, Braintech Accepted Debt, would alleviate significant financial pressure faced 

by Shafi absent the sale of stock of SI and SII to Braintech. 

99. The foregoing representations and others were material in that had Shafi 

known that Braintech had no intention to honor the contractual undertakings and 

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otherwise perform the promises made to Shafi in connection with his acquisition of stock 

in Braintech and the sale of his stock in SI and SII to Braintech, Shafi would not have 

consummated the transaction. 

100. The representations as alleged herein were false when made and were 

part of a scheme and artifice whereby Weidinger through Braintech would acquire 

valuable corporate assets of SI and SII in exchange for only a fraction of the total 

consideration promised to Shafi for those assets. 

101. Shafi’s reliance on the representations of Weidinger and Braintech as 

alleged above was reasonable in that as part of the scheme and artifice, Weidinger and 

Braintech undertook a substantial and far-reaching due diligence of SI, its business, its 

creditors, its customers, its market penetration, its intellectual property and any and all 

other aspects of the business of SI and SII. Shafi had ample reason to believe that he 

was engaging in an arms length legitimate transaction in which he would enjoy the 

future benefits of all of his years of hard work invested in the creation, evolution and 

then current value of SI and SII. 

102. As a result of the misrepresentations of Weidinger and Braintech 

concerning the acquisition of SI and SII, and Shafi’s acquisition of stock in Braintech in 

exchange for SI and SII stock, Shafi has been damaged by the complete loss of the 

business of SI and SII, his receipt of worthless stock in Braintech and loss of his 

personal reputation and goodwill in the marketplace. 

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COUNT V 

VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT 

103. Shafi incorporates paragraphs 1 through 102 here. 

104. During the period beginning January 1, 2008, through November 19, 

2008, Weidinger and Braintech carried out a plan, scheme and course of conduct which 

was intended to and throughout this period did: (i) deceive Shafi, as alleged herein; (ii) 

enable Braintech and Weidinger to sell 3 million shares of stock in Braintech to Shafi as 

partial consideration for Braintech’s acquisition of the stock in SI and SII; and (iii) cause 

Shafi to turn over all of the business assets of SI and SII, including customer lists, 

proprietary information, software source code, intellectual property, goodwill, employees 

and employee expertise to Braintech in exchange for a mere $45,000.00 paid to Shafi 

between August 6, 2008 and November 19, 2008 in salary, which is a fraction of the 

value of SI and SII. In furtherance of this unlawful scheme, plan and course of conduct, 

Weidinger and Braintech, jointly and individually, took the action set forth herein. 

105. Weidinger and Braintech (a) employed devices, schemes and artifices to 

defraud Shafi; (b) made untrue statements of material fact and/or omitted to state 

material facts necessary to make the statements not misleading; and, (c) engaged in 

acts, practices and a course of business which operated as a fraud and deceit upon 

Shafi in an effort to acquire all of the stock and business assets in SI and SII in part 

consideration for and in connection with the sale of Braintech securities to Shafi in 

violation of Section 10(b) of the Exchange Act and Rule 10b-5. Weidinger and 

Braintech are primary participants in the wrongful and illegal conduct charged herein. 

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106. Weidinger and Braintech, individually and in concert, directly and 

indirectly, by the use, means or instrumentalities of interstate commerce and/or of the 

mails, engaged and participated in a continuous course of conduct between January 1, 

2008 and November 19, 2008 to conceal the fact that the negotiations, due diligence, 

closing and execution of all of the agreements, the sale of worthless securities, to wit: 

the Braintech stock was merely an elaborate ruse and Weidinger and Braintech in fact 

had no intention of performing all of the Agreements. 

107. Weidinger and Braintech omitted to disclose material information 

concerning the lack of any intention to carry out any of the contractual commitments 

beyond a period of 90 days and that their plan to acquire the assets of SI and SII was 

an elaborate fraud. 

108. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would hire skilled sales employees to focus on sales of SI software. 

Following the transaction, Weidinger and Braintech failed to hire any sales employees 

thereby making it impossible for SI to meet any sales or revenue projections. 

109. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would hire skilled software engineers to assist Shafi in the integration of 

the software of both companies. Following the transaction, Weidinger and Braintech 

failed to hire any software engineers, effectively making it impossible for Shafi to work 

on the integration of the software of the two companies. 

110. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would provide Shafi access to its own intellectual property and software 

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code so that Shafi could work on integration of the most favorable qualities of each 

companies software. Following the transaction, Weidinger and Braintech blocked all 

access to any Braintech owned software, effectively making it impossible for Shafi to 

work on the integration of the software of the two companies. 

111. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would open a sales office in Michigan in order for Shafi to continue to 

focus a portion of his sales and engineering on automotive applications. Following the 

transaction Weidinger failed to take any steps to open a Braintech office in Michigan, 

despite repeated requests from Shafi. 

112. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would pay Shafi 50% of any net revenue generated by sales of software 

to the automotive as a further inducement for Shafi to earn income from successful 

sales to the automotive sector. Following the transaction, Weidinger’s failure to provide 

any sales or engineering support, failure to give Shafi access to Braintech software and 

failure to take any steps to open a Michigan office made automotive sales all but 

impossible. 

113. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would assume the obligation to make payment on debts of SI, some of 

which Shafi was personally liable for, including IRS tax debt, Comerica bank loan and 

unpaid wages to SI employees and former employees. Many of these debts were the 

subject of exhaustive negotiations for reductions and for payments over time all known 

to Weidinger and approved by Weidinger as late as one hour before the closing on 

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August 12, 2008. Following the transaction, Weidinger and Braintech failed to make 

these payments causing these creditors to claim breaches of the previously negotiated 

payment plans and causing some of these creditors to undertake collection activity 

against Shafi. 

114. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would attend customer introduction meetings on an agreed schedule as 

part of the integration of the two companies. Following the transaction, Weidinger and 

Braintech expended no efforts to attend or even schedule customer introduction 

meetings. 

115. In connection with the transaction and prior to it, Weidinger represented 

that Braintech would take steps to register the 3,000,000 shares of Braintech stock sold 

to Shafi in exchange for Shafi’s interests in SI and SII. Following the transaction 

Weidinger and Braintech failed to take any steps to register Shafi’s 3,000,000 shares. 

Because the stock is unregistered, Shafi cannot sell the stock and as a result, the stock 

is worthless. 

116. Weidinger and Braintech had knowledge of their misrepresentations and 

omissions as alleged herein and in fact, had no intention of carrying out any of their 

representations or contractual promises and acted with deliberate disregard for the truth 

of such representations and omissions to state material facts. Such material 

misrepresentations and/or omissions were done knowingly and/or deliberately and for 

the purpose and effect of concealing the truth about their intentions to acquire SI and SII 

and to sell securities of Braintech to Shafi. 

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117. Shafi relied directly on the false and misleading statements made by 

Weidinger and Braintech concerning their undertakings to perform all of the promises 

and representations in connection with the sale of stock in Braintech to Shafi. 

118. Shafi acquired and continues to hold the worthless Braintech securities in 

connection with the acquisition of SI and SII by Braintech. 

119. At the time of the closing on August 12, 2008, Shafi was ignorant of the 

true plan and true intentions of Weidinger and Braintech to perpetrate an elaborate 

fraud and theft of corporate property of SI and SII in connection with the sale of 

Braintech securities to Shafi. 

120. Had the true intentions of Weidinger and Braintech been known to Shafi, 

which were not disclosed to Shafi, Shafi would not have acquired the Braintech 

securities at any price. 

121. By virtue of the foregoing, Weidinger and Braintech have violated Section 

10(b) of the Exchange Act, and Rule 10b-5 promulgated hereunder. 

122. As a direct and proximate result of the wrongful conduct of Weidinger and 

Braintech, Shafi has suffered damages in connection with his acquisition of Braintech 

securities sold by Braintech in connection with Braintech’s acquisition of SI and SII. 

COUNT VI 

CONVERSION

123. Shafi incorporates paragraphs 1 through 122 here. 

124. Prior to August 12, 2008, Shafi was the lawful owner of 100% of the 

issued and outstanding stock in SI and SII. 

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125. As alleged herein, as part of an elaborate and complicated scheme to 

commit theft of corporate property, Weidinger and Braintech made a series of fraudulent 

misrepresentations and omissions to state material facts in order to induce Shafi to sell 

his interests in SI and SII. 

126. In reliance upon the fraudulent misrepresentations and omissions to state 

material facts, Shafi did in fact turn over his interests in SI and SII to Weidinger and 

Braintech. 

127. The misrepresentations and omissions to state material facts were false 

and known by Weidinger and Braintech to be false when made, and were intended by 

Weidinger and Braintech to induce Shafi to turn over all of his stock in SI and 80% of his 

stock in SII. 

128. Once Weidinger and Braintech obtained possession of all of the corporate 

property of SI and SII Weidinger and Braintech unlawfully converted such corporate 

property to their own use causing damages to Shafi in an amount to be determined by 

this Court, then trebled. 

COUNT VII 

UNJUST ENRICHMENT

129. Shafi incorporates paragraphs 1 through 128 here. 

130. Prior to August 12, 2008, Shafi was the lawful owner of 100% of the 

issued and outstanding stock in SI and SII. 

131. As alleged herein, as part of an elaborate and complicated scheme to 

commit theft of corporate property, Weidinger and Braintech made a series of fraudulent 

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misrepresentations and omissions to state material facts in order to induce Shafi to sell 

his interests in SI and SII. 

132. In reliance upon the fraudulent representations and omissions to state 

material facts, Shafi did in fact turn over his interests in SI and SII to Weidinger and 

Braintech. 

133. To the extent Weidinger and Braintech have retained and benefited from 

the corporate assets of SI and SII, they have been unjustly enriched at Shafi’s expense. 

134. Shafi is entitled to recover the value of the corporate assets of SI and SII 

in an amount to be determined by this Court. 

RELIEF

Wherefore, Shafi demands: 

A. A Declaration that the Employment Agreement is enforceable according to 

its terms, that Shafi was terminated without cause and that Shafi is entitled 

to the benefit of the compensation and benefits payable through the term 

of the Employment Agreement. 

B. An award of damages for all debts of SI for which Shafi is directly 

personally liable to creditors of SI. 

C. An award of damages for the fraud and 10b-5 claims. 

D. An award of damages for the conversion claim, trebled and an award of 

attorneys’ fees. 

E. An award of damages for unjust enrichment. 

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F. Such other and further relief as determined in fairness and equity by this 

Court. 

JURY DEMAND

Shafi demands a trial by jury. 

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 

Dated: April 9, 2009 

CERTIFICATE OF SERVICE

STATE OF MICHIGAN ) 

 )ss 

COUNTY OF WAYNE ) 

I hereby certify that on the 9th day of April, 2009, copies of the foregoing Answer 

to Complaint, Affirmative Defenses, Counterclaim and Jury Demand were 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) 

535 Griswold, Suite 1900 

Detroit, Michigan 48226 

(313) 496-1200 

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