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Elliott J. Stein

Bradley L. Mitchell

STEVENS & LEE, P.C.

A Pennsylvania Professional Corporation

100 Lenox Drive

Suite 200

Princeton, New Jersey 08648

(609) 243-9111

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

PIANO WELLNESS, LLC, a New Jersey

limited liability company,

Plaintiff,

v.

CHARLOTTE K. WILLIAMS, a citizen of 

the State of Georgia, individually and trading 

as Keyboard Wellness,

Defendant.

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Civil Action No.: 

AMENDED COMPLAINT

AND JURY DEMAND

AMENDED COMPLAINT

Plaintiff, Piano Wellness, LLC (hereinafter, “WELLNESS”), by its attorneys, Stevens & 

Lee, P.C., says as and for its Amended Complaint against Charlotte K. Williams (hereinafter, 

“WILLIAMS”):

PARTIES

1. WELLNESS is a New Jersey limited liability company with principal offices in 

Cherry Hill, Camden County, New Jersey.

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2. WILLIAMS is a citizen of the State of Georgia, with offices at Marietta, Georgia 

and also trades under the name KeyboardWellness.com.

JURISDICTION AND VENUE

3. This is an action for breach of contract and breach of warranties.

4. This Court has original subject matter jurisdiction over this action pursuant to 28 

U.S.C. §1332(a) (diversity of citizenship) insofar as the amount in controversy exceeds 

$75,000.00 and 28 U.S.C. §§ 2201 and 2202, insofar as WELLNESS seeks a declaratory 

judgment in respect of an actual controversy between WELLNESS and WILLIAMS.

5. Venue is proper in the District of New Jersey pursuant to 28 U.S.C. §1391(a) in 

that the actions of WILLIAMS were intended to cause and did, in fact, cause the property of 

WELLNESS to be damaged in this district.

FACTS COMMON TO ALL COUNTS

6. WELLNESS is the successor-in-interest to the business created by Sheila Paige in 

the 1990’s. Sheila Paige has, for over twenty-five years, taught pianists and other keyboard 

musicians valuable techniques to improve their musical abilities and avoid injuries common in 

their profession.

7. At least as early as 2000, Sheila Paige began giving “Piano Wellness Seminars” 

and called her business “Piano Wellness.” 

8. At least as early as 2000, Sheila Paige adopted the trademarks “PIANO 

WELLNESS” and “PIANO WELLNESS SEMINAR” to describe the services that she was 

offering.

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9. At about the same time, Sheila Paige also adopted the trademarks “KEYBOARD 

WELLNESS” and “KEYBOARD WELLNESS SEMINAR” to describe the services that she was 

offering. 

10. Sheila Paige invested heavily in promoting her business and the trademarks 

“PIANO WELLNESS”, “PIANO WELLNESS SEMINAR”, “KEYBOARD WELLNESS” and 

“KEYBOARD WELLNESS SEMINAR”.

11. In 2003, WILLIAMS became associated with Sheila Paige’s business and later 

became a shareholder in Piano Wellness Enterprises Corp., a New Jersey corporation, formed in 

2005 to continue that business and the predecessor of WELLNESS.

12. In early 2006, a dispute arose between WILLIAMS and PWEC and WILLIAMS’ 

relationship with the business was terminated.

13. At or about this time, WILLIAMS filed applications with the United States Patent 

and Trademark Office to register – in her own name – several trademarks previously adopted and 

used by Sheila Paige and PWEC. 

14. At the same time, WILLIAMS filed applications with the United States Copyright 

Office to register – again, in her own name – several works created by and for Sheila Paige and 

PWEC prior to WILLIAMS’ departure. 

15. Later, in 2006, WELLNESS was formed and succeeded to the rights and business 

of PWEC. WELLNESS subsequently received registered trademarks for “PIANO WELLNESS 

SEMINAR” (No. 3,777,126) and “KEYBOARD WELLNESS SEMINAR” (No. 3,713,595).

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16. Throughout 2006, 2007 and the early part of 2008, WILLIAMS asserted claims 

against Sheila Paige, PWEC and WELLNESS including claims for trademark infringement and 

copyright infringement and as a shareholder of PWEC. 

17. On April 17, 2008, WILLIAMS filed suit against Sheila Paige, PWEC and 

WELLNESS in the United States District Court for the Northern District of Georgia (Atlanta 

Division) alleging, inter alia, that one or more of the Defendants in that case was infringing her 

trademarks and copyrights (the “Earlier Litigation”).

18. At the same time, WILLIAMS contacted the organizations that hosted the 

websites used by Sheila Paige, PWEC and WELLNESS and demanded that they be disabled and 

those organizations responded by disabling those websites.

19. On September 15, 2008, a tentative settlement was reached in the Earlier 

Litigation.

20. Later, a Settlement Agreement (dated as of September 15, 2008; the “Settlement 

Agreement”) was executed by WILLIAMS and by Sheila Paige for herself, PWEC and 

WELLNESS (referred to, collectively, as “Piano Wellness”).

21. The Settlement Agreement provided that Piano Wellness was to pay WILLIAMS 

the sum of $11,875.00. (Section 1.)

22. The Settlement Agreement provided at Section 5. that

Piano Wellness’ Retention of Rights to “PIANO WELLNESS” Marks and 

Copyrights. Piano Wellness Enterprises Corporation, Piano Wellness, L.L.C., 

and/or Sheila Paige shall retain all intellectual property rights to marks and works 

comprised of or incorporating the PIANO WELLNESS name and/or designs, and 

all works pertaining to PIANO WELLNESS or the PIANO WELLNESS 

SEMINAR(S), including the right to register such marks and works. Williams 

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shall not use any mark or symbol likely to cause confusion with PIANO 

WELLNESS marks or creating works referring to PIANO WELLNESS or the 

PIANO WELLNESS SEMINAR(S), and Williams will not represent to any party 

that she owns rights to said marks or works.

23. The Settlement Agreement provided at Section 8.a. that:

a. “www.pianowellnessseminar.com”. Upon GoDaddy’s revival of 

the website accessible through “www.pianowellnessseminar.com,” responsive to 

the letter described at ¶ 7, above, Piano Wellness shall remove any reference to 

the title “Simple Solutions to Common Problems” but shall otherwise be 

permitted to maintain the contents of all web pages as they existed before 

GoDaddy’s suspension of that website, and Williams shall not represent to any 

party that she owns rights to material appearing in that website. At or before the 

Closing, Williams shall transfer and assign to Sheila Paige, any heretofore 

undisclosed domains owned by Williams that are likely to create confusion with 

the PIANO WELLNESS mark and domain.

24. The Settlement Agreement provided at Section 9. that:

Release of Claims of Shares of Piano Wellness Enterprises Corporation. 

Williams hereby acknowledges that she never received any stock in Piano 

Wellness Enterprises Corporation (hereinafter “PWE”), and forever releases any 

claim she may have had, or may have in the future, to any shares of PWE. 

Williams confirms that she has and shall have no ownership interest in PWE.

25. The Settlement Agreement provided at Section 10. that:

Return of DVDs and Related Items to Piano Wellness. After the signing of 

this Agreement by the Parties, Piano Wellness’ counsel shall arrange for the 

shipment of items to be made available by Williams for shipment from Williams’ 

residence, such items comprising all copies of DVDs from two lectures from 2005

entitled “Innovations in Technique” and “If it Hurts Here, Check This,” as well as 

any and all shipping boxes, labels, packaging, and master tapes or raw footage 

relating to such DVDs or Sheila Paige. Williams shall allow the shipment to 

occur on the morning of the Closing Date, before the closing occurs.

26. The Settlement Agreement provided at Section 13 that:

Non-Disparagement. The Parties agree that the intent and purpose of this 

Agreement is to end all disputes between them and to avoid any future disputes. 

In order to accomplish this objective, the Parties agree that neither party will 

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disparage the other to the public or within the industry in which they operate. 

Piano Wellness agrees that it will make no claim to the term “Save the Pianist” or

“Paradise” in writing, orally, in any legal proceeding, in any administrative forum, 

in any internet site, in any trademark, or in any copyright; and to the extent any 

such claim has previously been made, Piano Wellness will, at or before the 

Closing, promptly execute the appropriate documentation to evidence the transfer 

or abandonment of such claim, including the Domain Name Transfer Agreement 

shown in Schedule D. Williams agrees that she will make no claim to the term 

“Piano Wellness” or “Piano Wellness Seminar(s)” in writing, orally, in any legal 

proceeding, in any administrative forum, in any internet site, in any trademark, or 

in any copyright; and to the extent any such claim has previously been made, she 

will, at or before the Closing, execute the appropriate documentation to evidence 

the transfer or abandonment of such claim, including the Express Surrender for 

Cancellation of Trademark Registration shown in Schedule E (which, when 

signed, may be transmitted to the U.S. Patent and Trademark Office by Piano 

Wellness’ counsel at Piano Wellness’ cost), and the Assignment of Copyright 

shown in Schedule F.

27. The Settlement Agreement provided at Section 2 that:

Dismissal of the Litigation and Mutual Release. In the form set forth in 

Schedule A to this Agreement, the parties through their legal counsel shall, on the 

Closing Date, execute and file a joint stipulation of dismissal with prejudice of all 

claims asserted by each Party in the Litigation. All rights of appeal of any rulings 

in the Litigation shall be waived, and the Parties agree that they shall bear their 

own costs and attorneys’ fees in connection with the Litigation. Upon the 

execution of this Agreement, the parties release and forever discharge one another 

from any and all past, present, or future claims, demands, obligations, actions, 

causes of action, rights, damages, costs and fees, loss of services, expenses and 

compensation of any kind or nature whatsoever, whether based in common law, 

tort and/or contract or any theory of recovery, which either party now has, or 

which may hereafter accrue or otherwise be acquired, on account of, or may in any 

way grow out of, the Litigation, including, without limitation, any and all known 

or unknown claims which have resulted or may hereafter result from this 

Litigation.

28. WELLNESS paid WILLIAMS the sum stated in the Settlement Agreement and, 

together with Sheila Paige and PWEC, performed its other obligations under the Settlement 

Agreement. 

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29. Notwithstanding the Settlement Agreement, on March 31, 2009, WILLIAMS filed 

an application to register the trademark “KEYBOARD WELLNESS.COM” with the United 

States Patent and Trademark Office. 

30. WILLIAMS adopted, used and attempted to register the trademark “KEYBOARD 

WELLNESS.COM” notwithstanding the fact it is “likely to cause confusion with “PIANO 

WELLNESS marks” in violation of the Settlement Agreement.

31. Notwithstanding the Settlement Agreement, at or about the same time, 

WILLIAMS established a website at www.keyboardwellness.com – a domain that she had not 

disclosed to Piano Wellness at the time that the Settlement Agreement was executed.

32. Notwithstanding the Settlement Agreement, WILLIAMS has refused to assign 

that domain to WELLNESS as directed by Sheila Paige.

33. Notwithstanding the Settlement Agreement, WILLIAMS has continued to assert 

the rights as a shareholder in PWEC. 

35. Notwithstanding the Settlement Agreement, WILLIAMS retained and, in fact has 

sold, certain DVD recordings in violation of the Settlement Agreement despite WELLNESS’ 

demands that WILLIAMS return the items.

36. Notwithstanding the Settlement Agreement, WILLIAMS has disparaged 

WELLNESS in violation of the Settlement Agreement. 

37. Notwithstanding the Settlement Agreement, WILLIAMS contacted the 

organizations that hosted the websites used by WELLNESS and demanded that they be disabled 

and those organizations responded by disabling the websites.

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38. Notwithstanding the Settlement Agreement, WILLIAMS has continued to claim 

that WELLNESS is infringing her trademarks and copyrights in violation of the Settlement 

Agreement

39. WELLNESS brings this action to collect damages for WILLIAMS’ breach of the 

Settlement Agreement and for a judgment declaring that WILLIAMS has no claims for 

trademark or copyright infringement against, WELLNESS, Sheila Paige or PWEC and has no 

shareholder rights in WELLNESS or PWEC.

COUNT ONE

BREACH OF CONTRACT

40. WELLNESS hereby re-alleges and incorporates by reference the allegations set 

forth in paragraphs 1 through 39, inclusive, as though fully set forth herein.

41. WILLIAMS has breached the Settlement Agreement by “using a mark or symbol 

likely to cause confusion with PIANO WELLNESS marks...and represent[ing] to any party that 

she owns rights to said marks...”

42. WILLIAMS has breached the Settlement Agreement by failing and refusing to 

assign to WELLNESS her undisclosed domains, “that are likely to create confusion with the

PIANO WELLNESS mark and domain,” including, but not limited to 

www.keyboardwellness.com. 

43. WILLIAMS has breached the Settlement Agreement by continuing to assert that 

she has right as a shareholder of PWEC.

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44. WILLIAMS has breached the Settlement Agreement by failing to return and 

subsequently sell DVD’s in violation of Sections 10 and 11 of the Settlement Agreement.

45. WILLIAMS has breached the Settlement by disparaging WELLNESS in violation 

of Section 13 of the Settlement Agreement.

46. WILLIAMS has breached the Settlement Agreement by asserting claims against 

WELLNESS that are barred by Section 2 of the Settlement Agreement.

47. WILLIAMS has otherwise breached the Settlement Agreement.

48. WELLNESS has been damaged as a result of WILLIAMS’ repeated and material 

breaches of the Settlement.

49. WELLNESS has suffered and will continue to suffer irreparable harm if 

WILLIAMS’ unlawful conduct is not enjoined.

COUNT TWO

REQUEST FOR DECLARATORY JUDGMENT

50. WELLNESS hereby re-alleges and incorporates by reference the allegations set 

forth in paragraphs 1 through 49, inclusive, as though fully set forth herein.

51. Section 2 of the Settlement, by its terms, bars “past, present or future claims, 

demands, obligations, actions, causes of action, rights, damages, costs and fees, loss of services, 

expenses and compensation of any kind or nature whatsoever, whether based in common law, 

tort and/or contract or any theory of recovery, which either party now has, or which may hereafter 

accrue or otherwise be acquired, on account of, or may in any way grow out of, the [Earlier 

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Litigation], including, without limitation, any and all known or unknown claims which have 

resulted or may hereafter result from [the Earlier Litigation].

52. There is a substantial and continuing controversy between WELLNESS and 

WILLIAMS and a declaration of rights is both necessary and appropriate to establish that 

WILLIAMS can no longer assert claims against WELLNESS for trademark or copyright 

infringement, or any other claims on account of or which grew out of the [Earlier Litigation] 

including, without limitation, any and all known or unknown claims which resulted or may 

thereafter resulted from [the Earlier Litigation] excepting only claims for breach of the 

Settlement Agreement.

53. If the rights of the parties are not declared by this Court, and WILLIAMS is 

permitted to continue to assert claims that she released in the Settlement Agreement, WILLIAMS 

will be able to interfere with the business of WELLNESS by, inter alia, demanding that 

organizations that host WELLNESS’ websites take down those websites, thereby crippling 

WELLNESS’ business.

WHEREFORE, WELLNESS prays for the following relief:

A. Awarding compensatory damages in favor of WELLNESS and against 

WILLIAMS; and

B. Entering a preliminary and permanent injunction restraining WILLIAMS, together 

with their officers, employees, agents, successors and assigns or others acting in concert with her, 

from using the trademark “KEYBOARD WELLNESS.COM” or any trademark likely to cause 

confusion with WELLNESS’ trademarks; and

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C. Directing WILLIAMS to assign the domain www.keyboardwellness.com to 

WELLNESS, as well as other domains which she owns that are likely to create confusion with 

the PIANO WELLNESS mark and domain; and 

D. Directing WILLIAMS to return all copies of the DVD’s described in Section 10. 

and 11. of the Settlement Agreement; and

E. Directing WILLIAMS to comply with Section 13 of the Settlement Agreement; 

and

F. Declaring that WILLIAMS can no longer assert claims against WELLNESS for 

trademark or copyright infringement, or any other claims on account of or which grew out of the 

[Earlier Litigation] including, without limitation, any and all known or unknown claims which 

resulted or may thereafter resulted from [the Earlier Litigation] excepting only claims for breach 

of the Settlement Agreement; and

G. Entering a preliminary and permanent injunction restraining WILLIAMS, together 

with their officers, employees, agents, successors and assigns or others acting in concert with her, 

from asserting claims against WELLNESS for trademark or copyright infringement, or any other 

claims on account of or which grew out of the [Earlier Litigation] including, without limitation, 

any and all known or unknown claims which resulted or may thereafter resulted from [the Earlier 

Litigation] excepting only claims for breach of the Settlement Agreement; and

H. Awarding of attorneys’ fees and costs pursuant to WELLNESS; and

I. Granting such other relief as the Court deems just and equitable under the 

circumstances.

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JURY DEMAND

Plaintiff hereby demands a trial by jury for all issues triable to a jury.

 

Respectfully submitted,

Dated: December 18, 2015 /S/ Elliott J. Stein_____________________

Elliott J. Stein (ejs@stevenslee.com)

Bradley L. Mitchell (blm@stevenslee.com)

STEVENS & LEE, P.C.

100 Lenox Drive

Suite 200

Lawrenceville, NJ 08648

(609) 243-9111

Attorneys for Plaintiff

PIANO WELLNESS, LLC

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