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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

ABC International Inc.,

Plaintiff,

v.

GD Group USA Company d/b/a 

GD Medical Inc., and Yong Zhang,

Defendants.

Case No.: 20-cv-1579

Judge Robert M. Dow, Jr.

Magistrate Gabriel A. Fuentes

AMENDED COMPLAINT

Plaintiff, ABC International Inc. (“ABC”), by and through its attorneys, Roeser 

Tanner & Graham LLC, for its Amended Complaint against Defendants, GD Group 

USA Company d/b/a GD Medical Inc. (“GD Medical”) and Yong Zhang (“Zhang”), 

state as follows:

PARTIES, JURISDICTION & VENUE

1. ABC is a corporation incorporated in the state of Ohio with its principal 

place of business in Cleveland, Ohio.

2. GD Medical is a corporation incorporated in the state of Illinois with its 

principal place of business in Bartlett, Illinois.

3. On information and belief, Yong Zhang is an Illinois resident living in 

South Barrington, Illinois.
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4. This Court has subject matter of this case pursuant to 28 U.S.C. § 1332(a), 

as the parties are citizens of different states and the amount in controversy exceeds 

$75,000 exclusive of interest and costs.

5. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(a)(1), as the 

defendants reside in this district.

GENERAL ALLEGATIONS

6. ABC’s President, Eddie Ni, negotiated an agreement with Yong Zhang for 

the sale to ABC of 215,400 pieces of VetOne surgical face Masks (“Masks”) on or about 

February 3, 2020, for a total price of $96,930.00, as detailed on the invoice attached 

hereto as Exhibit 1 (hereinafter referred to as the “Agreement”).

7. Zhang told Ni that he was an owner and officer of GD Medical and that 

GD Medical would supply the Masks to ABC.

8. Zhang represented to Ni that he had authority from GD Medical to enter 

the Agreement with ABC.

9. Based on Zhang’s representations, Ni believed he was dealing with an 

authorized representative of GD Medical when he entered the Agreement.

10. On information and belief, Zhang is the son of the owners of GD Medical.

11. On information and belief, Zhang is also a member of an LLC that owns 

the industrial property where GD Medical is domiciled.

12. On information and belief, Zhang has worked for GD Medical and may 

still work for GD Medical.
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13. ABC wired $96,930.00 to GD Medical and fully performed its obligation 

under the contract.

14. GD Medical held ABC’s payment in its bank account.

15. By accepting the payment, GD Medical acknowledged that Zhang had 

both express and apparent authority to enter the Agreement on GD Medical’s behalf

and was acting as GD Medical’s agent.

16. On February 5, 2020, GD Medical delivered 215,400 Masks to ABC’s 

shipping agent at Los Angeles, California. A copy of the shipping document (packing 

list) is attached hereto as Exhibit 2.

17. The masks were to be shipped from Los Angeles to China.

18. ABC’s shipping agent accepted the Masks tendered by GD Medical to 

ABC and stored the Masks pending further delivery to ABC’s customer in China.

19. On February 6, 2020, ABC executed a sales contract (“ Fujian Contract”) 

with Fujian Zhangzhou Foreign Trade Co., Ltd. (“Fujian”) to resell the Masks to Fujian.

20. The Fujian Contract provided ABC would sell the 215,400 VetOne Surgical 

face Masks to Fujian for a total price of $312,330.00.

21. On February 6, 2020, Fujian wired $132,000.00 to ABC as a deposit for the 

Masks.

22. The Fujian Contract specifically provided ABC shall ship the Masks to 

Fujian no later than February 12, 2020.
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23. During the nighttime of February 6, 2020, Zhang instructed the shipper to 

return to where the Masks were dropped off and retake possession of the Masks that 

belonged to ABC without ABC’s approval.

24. The shipper told ABC’s shipping agent that the wrong products were

delivered and that he had to retrieve them. Consequently, the shipper picked up the 

Masks and removed them from the possession of ABC’s shipping agent.

25. On information and belief, the shipper did not deliver the wrong masks to 

ABC.

26. When ABC’s president learned that the shipper had retrieved the Masks, 

he immediately contacted Zhang and Zhang claimed that the Masks were defective and 

needed to be recalled.

27. Upon information and belief, the masks were not defective.

28. Upon information and belief, Zhang sold the Masks to another buyer at a 

higher price.

29. In the alternative, on information and belief, GD Medical sold the Masks 

to another buyer at a higher price.

30. GD Medical subsequently returned the $96,930.00 funds to ABC that ABC 

had wired it.

31. ABC lost the sale of the Masks to Fujian.

32. The sale of the Masks to Fujian was part of a larger master contract with 

Fujian whereby Fujian would purchase additional Masks from ABC. Because ABC 
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failed to supply the Masks for which Fujian had contracted, Fujian canceled its master 

contract with ABC.

COUNT I – BREACH OF CONTRACT AGAINST GD MEDICAL

33. Plaintiff incorporates paragraphs 1-27, 29-32 as if pled in this Count.

34. GD Medical was, at all relevant times, a “merchant” of these Masks as that 

term is used in the Illinois Uniform Commercial Code (UCC), Sales, 810 ILCS 5/2-101 et 

seq.

35. On information and belief, Zhang had express authority to enter a contract 

with ABC.

36. Zhang, as agent for GD Medical, entered the Agreement with ABC on 

February 3, 2020.

37. Under the Agreement, Zhang, as agent for GD Medical, agreed to sell to 

ABC 215,400 VetOne surgical face Masks for a total price of $96,930.00. See Exhibit 1.

38. ABC fully performed its obligation under the contract by wiring 

$96,930.00 to GD Medical’s bank account.

39. Zhang, as agent of GD Medical, had Masks delivered to ABC’s shipping 

point on February 5, 2020, as required under the Agreement, but then retrieved the 

Masks on false pretenses one day later. To date, neither Zhang nor GD Medical have

redelivered any Masks to replace those that were retrieved.

40. Zhang, as agent of GD Medical, breached the Agreement by instructing 

that the shipper remove the Masks from ABC’s shipping agent on February 6, 2020, and 

by not redelivering replacement Masks.
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41. ABC suffered damages because of GD Medical’s breach. Specifically, ABC 

was unable to fulfill the Fujian Contract to supply these Masks to Fujian.

42. In addition, ABC lost the master contract with Fujian because it was 

unable to supply the initial shipment of Masks.

43. ABC suffered damages and is entitled to all damages provided by the

UCC, including lost profits it would have earned from resale of the Masks and all 

incidental and consequential damages, pursuant to the U.C.C., 815 ILCS § 2-713(2) and 

2-715(2).

COUNT II – CONVERSION AGAINST GD MEDICAL

44. Plaintiff incorporates paragraphs 1-27, 29-32 as if pled in this Count.

45. On information and belief, Zhang had express authority to act on GD 

Medical’s behalf.

46. Once the Masks were delivered to ABC’s shipping agent, ABC had title, 

custody, and control of the Masks.

47. ABC had paid for and accepted delivery of the Masks and had a complete 

right to the Masks. ABC had an absolute and unconditional right to the immediate 

possession of the Masks.

48. On information and belief, Zhang, as agent of GD Medical, instructed the 

shipper to retake custody of the Masks based on the false representations that the 

Masks were delivered to the wrong party and then that the Masks were defective. 

Retaking custody of the Masks through false representations was unauthorized and 

unlawful.
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49. On information and belief, Zhang, as agent for GD Medical, without 

authorization from ABC wrongfully assumed control of ABC’s property and 

wrongfully deprived ABC possession of its property.

50. ABC contacted Zhang, as agent for GD Medical, and demanded 

immediate return of the Masks.

51. Zhang, as agent for GD Medical, admitted he had retaken possession of 

the Masks, but falsely claimed that the Masks were defective and refused to return the 

Masks.

52. Upon information and belief, Zhang as agent for GD Medical, sold the 

Masks to a different company at a higher price.

COUNT III – BREACH OF CONTRACT AGAINST YONG ZHANG

(PLED IN THE ALTERNATIVE)

53. Plaintiff incorporates paragraphs 1-28, 30-32 as if pled in this Count. GD 

Medical has asserted that Zhang was not employed by or acting on behalf of GD 

Medical. Accordingly, Count III is pled in the alternative to Counts I and II, if it is 

determined that Zhang was not acting as agent for GD Medical in the transaction at 

issue.

54. Zhang, at all relevant times, was a “merchant” of these Masks as that term 

is used in the Illinois Uniform Commercial Code (UCC), Sales, 810 ILCS 5/2-101 et seq.

55. ABC and Zhang entered a valid contract on February 3, 2020 (“Zhang 

Agreement”).
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56. Under the Zhang Agreement, Zhang agreed to sell to ABC 215,400 VetOne 

surgical face Masks for a total price of $96,930.00. See Exhibit 1.

57. ABC fully performed its obligation under the Zhang Agreement by wiring 

$96,300.00 to GD Medical’s bank account at Zhang’s instruction.

58. Zhang had Masks delivered to ABC’s shipping point on February 5, 2020, 

as required under the agreement, but then retrieved the Masks on false pretenses one 

day later. To date, Zhang has not redelivered any Masks to replace those that were 

retrieved.

59. Zhang breached the Zhang Agreement by removing the Masks from 

ABC’s shipping agent on February 6, 2020, and by not redelivering replacement Masks.

60. ABC suffered damages because of Zhang’s breach. Specifically, ABC was 

unable to fulfill the Fujian Contract, to supply these Masks to Fujian.

61. In addition, ABC lost the master contract with Fujian because it was 

unable to supply the initial shipment of masks.

62. ABC suffered damages and is entitled to all damages provided by the

UCC, including lost profits it would have earned from resale of the Masks, pursuant to 

the U.C.C., 815 ILCS § 2-713(2) and 2-715(2).

COUNT IV – CONVERSION AGAINST YONG ZHANG

(PLED IN THE ALTERNATIVE)

63. Plaintiff incorporates paragraphs 1-28, 30-32 as if pled in this Count. GD 

Medical has asserted that Zhang was not employed by or acting on behalf of GD 

Medical. Accordingly, Count IV is pled in the alternative to Counts I and II, if it is 
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determined that Zhang was not acting as agent for GD Medical in the transaction at 

issue.

64. Once the Masks were delivered to ABC’s shipping agent, ABC had title, 

custody, and control of the Masks.

65. ABC had paid for and accepted delivery of the Masks and had a complete 

right to the Masks. ABC had an absolute and unconditional right to the immediate 

possession of the Masks.

66. On information and belief, Zhang instructed the shipper to retake custody 

of the Masks based on the false representations that the Masks were delivered to the 

wrong party and then that the Masks were defective. Retaking custody of the Masks 

through false representations was unauthorized and unlawful.

67. On information and belief, Zhang, without authorization from ABC,

wrongfully assumed control of ABC’s property and wrongfully deprived ABC 

possession of its property.

68. ABC contacted Zhang and demanded immediate return of the Masks.

69. Zhang admitted he had retaken possession of the Masks, but falsely 

claimed that the Masks were defective and refused to return the Masks.

70. Upon information and belief, Zhang sold the Masks to a different 

company at a higher price.

COUNT V—FRAUD AGAINST YONG ZHANG

(PLED IN THE ALTERNATIVE)

71. Plaintiff incorporates paragraphs 1-28, 30-32 as if pled in this Count. GD 

Medical has asserted that Zhang was not employed by or acting on behalf of GD 
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Medical. Accordingly, Count V is pled in the alternative to Counts I and II, if it is 

determined that Zhang was not acting as agent for GD Medical in the transaction at 

issue.

72. If Zhang did not have authority to act as an agent for GD Medical as GD 

Medical claims, then Zhang intentionally misrepresented to Ni that he (i) had such 

authority, and (ii) GD Medical would supply the Masks to ABC, in order to induce ABC 

to enter the Agreement with Zhang.

73. Ni relied on Zhang’s representation that he was acting on behalf of GD 

Medical and that GD Medical would supply Masks to ABC in entering Agreement at 

issue in this case.

74. Furthermore, Ni relied on Zhang’s representations that he was acting on 

behalf of GD Medical and that GD Medical would supply Masks to ABC in entering the 

Fujian Contract.

75. Zhang knew, or reasonably should have known, that he did not have 

authority to act on behalf of GD Medical and that he would not be able to supply Masks 

to ABC through GD Medical, or anyone else.

76. Zhang misrepresented to ABC his relation to GD Medical and his ability 

to supply Masks to ABC to induce ABC to wire $96,930.00 to GD Medical’s bank 

account at Zhang’s instruction.

77. ABC wired the funds to GD Medical’s bank account.

78. Zhang either did not deliver the Masks or retrieved the Masks that he 

instructed be delivered to ABC.
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79. ABC suffered damage, in the form of lost profits, because it could not 

supply the Masks to Fujian.

80. In addition, ABC suffered damage because Fujian canceled its master 

contract with ABC because of ABC’s failure to deliver the initial shipment of Masks.

PRAYER FOR RELIEF

Plaintiff ABC International Inc., respectfully prays that this Honorable Court 

grant the following relief:

A. Against Defendant GD Medical:

i. Lost profit in the amount of $215,400.00 and prejudgment interest;

ii. Incidental and consequential damages pursuant to 810 Ill. Comp. 

Stat. Ann. 5/2-715;

iii. Disgorgement of any profits it made from the sale of the Masks to 

another party; and

iv. Such other and further relief to Plaintiff as is just and equitable.

B. Against Defendant Yong Zhang:

i. Lost profit in the amount of $215,400.00 and prejudgment interest;

ii. Incidental and consequential damages pursuant to 810 Ill. Comp. 

Stat. Ann. 5/2-715;

iii. Disgorgement of any profits it made from the sale of the Masks to 

another party; and

iv. Punitive damages for fraud; and

v. Such other and further relief to Plaintiff as is just and equitable.
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JURY DEMAND

Plaintiff demands a trial by jury on all issues so triable.

January 22, 2021

Date

Respectfully submitted,

ABC International, Inc.

By: /s/ Darrell J. Graham

One of Its attorneys

Darrell J. Graham

Roeser Tanner & Graham LLC

2 North Riverside Plaza, Suite 1850

Chicago, IL 60606

312.621.0301

dgraham@rtglaw.com
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CERTIFICATE OF SERVICE

I hereby certify that on this 22nd day of January 2021, that the above and 

foregoing was filed electronically with the Clerk of the Court using the CM/ECF 

system, which sent notification to all ECF registrants that are counsel of this record for 

this matter.

/s/ Darrell J. Graham