chang v. winklevoss complaint

8/14/2019 Chang v. Winklevoss Complaint

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COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, ss. SUPERIOR COURT DEPARTMENTBUSINESS LITIGATION SESSIONCIVIL ACTION NO.

O 9 5 3 Q.L_S

WAYNE CHANG, and THE I2HUB )ORGANIZATION, INC., )

Plaintiffs, )L c -

V. ) -.

CAMERONWINKLEVOSS, )TYLER WINKLEVOSS, DIVYA NARENDRA, )HOWARD WINKLEVOSS, CONNECTU, INC. )(f/k/a CONNECTU LLC), SCOTTR. MOSKO, )and FINNEGAN,HENDERSON, FARABOW, )GARRETT & DUNNER LLP, )

)Defendants. )

COMPLAINT

Wayne Chang (Chang)and The i2hub Organization, Inc. (i2hub) bring this

action against CameronWinklevoss and Tyler Winklevoss (together the

Winidevosses),Howard Winiclevoss, Divya Narendra, ConnectU, Inc. (f/k/a ConnectU

LLC) (hereinafter ConnectU), ScottR. Mosko and Finnegan,Henderson, Farabow,

Garrett & Dunner LLP (Finnegan LLP. to recover damages for the defendants denialg-fn1jnfff c nwnrshjn riphts in ConnectU and The Winklevoss Chang Group, and fo r

Mosko and Finnegan LLPs iegligence and breach of duty in representing Chang.

NATURE OF THE ACTION

1. In November 2004, ConnectU entered into a memorandum of

understanding with Chang (the MOU). Pursuant to the MOU. Chan obtained a 15%


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share o f ConnectU upon the completion o f the in te g ra ti on of i2hubs pee r-to -pe e r file

sharing software and ConnectU s social ne tw o rk ing w ehsi te C onne cti Lcom Ch ang and

the W ink lev oss es also pro ce ede d to fo rr that they shortly th e re af te r named

The a n r (WCG), th rou gh w hich Chang and the W ink lev o ss es co

owned, operated and deve lo ped ConnectU and i2hub, as well as several other internet

p ro per ties and pr o jec ts. The parties agreed th a t Chang hel d a 50% in te re s t in WCG. By

Feb ru a ry 2005, Chang and i2hub had completed the in teg rat io n o f i2hubs pee r-to -pe er

file sharing software w it h ConnectU.com and, by March 2005, had rele ase d th e

integrated software, p ro v id in g ConnectU w it h i2hubs assets, in cl udi ng th ou sa nds o f its

users , its te ch nology , its publ ici t y and its reputation.

2. At the time Chang and the Wirikievosses jo in ed forces, C onne c tU was

involved in litig a tio n aga ins t Mark Zuckerberg and Face boo k, the social ne tw or k in g site

Zuc ker ber g founded, C on nec tUL LC v. M ar k Zucke rb e rg et al., United States D istr ict

Court, District o f M ass ach u se tt s, Civil A cti on No. 04-CV-111923 (the Co nne ctU

Litigation) . The W inklevo sse s alleged that Zuck erb erg m is ap p ro p ri a te d ConnectUs

tra de secrets and copy rig h te d material and used the m to start the co m petin g social

netw ork ing site, Facebook. C ha n and the W in id evo sse s exp re s sly agreed tha t the

li tig a tio n betw een

Conne c tU and Facebook was an asset o f ConnectU and an ass e t of

the ir partnership, WCG. Chang and the W in kle vos ses , as WCG, la ter developed Social

Butterfly, a new fea tur e o f the ConnectU w eb site th a t ena b le d its users to import and

consolidate the ir in fo rm at io n located on other social net w o rk in g sites. On or a ro und

September 20, 2005, Faceb ook brought an ac tio n ag ain s t the Winklevo sses, ConnectU,

Chang and others, The Facebook,, Inc. v. C on n ec tUL LC et aL, Civil Action No. 105-

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047381 (Cal. Sup. Ct., Santa Clara County) (later removed to Federal Court, Civil Action

No. 07-01389-JW)(N.D.CaL))(theFacebook Litigation), alleging that the

Winklevosses, Chang and ConnectU used Social Butterfly to misappropriate Facebooks

proprietary information and user data.

3. The Winklevosses retained defendants Mosko and the law firm Finnegan

LLP to defend C h a n in connection with the Facebook Litigation. Mosko and Finnegan

LLP also represented the Winklevosses, Howard Winidevoss, Divya Narendra and

ConnectU in that litigation. Without Changs knowledge of materially relevant events

and information, the Winklevosses, with the assistanceof Mosko and his law firm,

entered into a sS g r nt th Facebook to resolve all o f the pending litigation,

including claims ConnectU had asserted against Zuckerberg and Facebook. Despite the

fact that Chang was a defendant in the Facebook Litigation and that Mosko was Changs

attorney, Mosko did not discuss with Chang relevant information, including the details of

the settlement

4. Pursuant to the settlement, the Winklevosses, Howard Winklevoss and

Divya Narendra transferred 100% of ConnectUs common stock to Facebook. in

exchange for the oavment of cash and Facebook. Inc. common stock. As a result of

Changs interestin WCG, he is entitled to 50% of the proceeds of the sale of ConnectU.

Alternatively, Chang is entitled to 15% of the proceeds pursuant to the parties MOU.

Mosko and Finnegan LLP are liable to Chang for th e i s p i ra with, and for

knowingly and actively providing substantial assistance to, the other defendants in

depriving Chang o f his rightful interest in the proceeds of the Facebook settlement and

for professional nealinence in breach of their duty to reoresent Chang as his counsel.

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PARTIES

5 . P la in tiff Wayne Chang res ides in Boston, M assachuse tts .

6. P la in tiff i2hub is a M assachuse tts Corporation. Chang is the P res iden t andsole sh a reho ld er o f i2hub.

7. D efendan t Cam eron W ink levo ss is an individual who, on in fo rm ation andbelief, is dom ic iled in Connecticut. On in fo rm ation and belief, Cameron W inklevoss wasa co-founder and M anag ing M em ber o f ConnectU LLC, and was, p rio r to Novem ber2008, an officer, d irec to r and sh areho lde r o f ConnectU, Inc.

8 . D efendan t Tyle r Winklevoss is an individual who, on in fo rm ation andbelief, is domiciled in Connecticut. On in fo rm ation and belief, Ty ler Winiclevoss was aco-founder and M em ber o f ConnectU LLC, and was, p rio r to Novem ber 2008, an officer,d irec to r and sh areho lde r o f ConnectU, Inc.

9. D efendan t H oward Winklevoss is an individual who, on in fo rm a tion and

belief, is dom iciled in Connecticut. On in fo rm ation and belief, How ard Winklevoss wasa M em ber o f ConnectU LLC, and was, p rio r to Novem ber 2008, a director andshareholder o f ConnectU, Inc.

10. D efendan t D ivya N arend ra is an individual who, on in fo rm a tion andbelief, is domiciled in N ew York. On in fo rm a tion and belief, D ivya N arend ra was aM em ber o f ConnectU LLC, and was, p rio r to Novem ber 2008, a director and sha reho ld e ro f ConnectU, Inc.

11. D efendan t ConnectU, Inc. is a Connecticut corporation and the successo rin interest to C onnec tU LLC. On M ay 23, 2006, ConnectU LLC, a D elaw are lim itedliability company, m erged into ConnectU, Inc. By virtue o f the merger, ConnectU, Inc.

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is the surviving entity, and all assets, rights and lia b ili ti e s o f ConnectU LLC m erged into

ConnectU, Inc.

12. D efendan t Scott R. Mosko is an attorney who, on in fo rm a tion and belief,

is domiciled in California. D efe ndan t Mosko is a partner in the law firm F innegan LLP.

13. Defendant F innegan LLP is a law firm and D istric t o f Colum bia limited

liability partn e rs h ip w ith an office in Cambridge, M assa chu set ts . On in fo rm a tion and

belief, part n ers o f F innegan LLP are re s id en ts o f M idd le sex County, M assachu setts .

JUR ISD ICT ION AND VENUE

14. This Court has ju ri sd ic tio n to hear and dete rm in e this action pursuan t to

M.G.L. c. 212, 4. The defe ndan ts are sub je c t to persona l ju ri sd ic tio n pu rsuan t to

M.G.L. c. 223A, 3. D efendan t F innegan LLP is also sub je c t to perso nal ju r isd ict io n

pursuan t to M.G.L. c. 223A, 2.

15. Venue is p roper in this Court, pursuan t to M.G.L. c. 223, 1 because the

plaintiff, Chang, resides in Boston, Suffolk County, M assa chuset ts .

FACTS

C hang and i2 h ub

16. Chang is an accom p li sh ed and recogn iz ed in te rne t w ebsite and software

developer. Chang has been p ro filed in several pub li ca tions and on te lev ision fo r his

abilities, in c lud ing by Harvards Current M agazine which, in Spring 2005, p rocl a im ed

Chang its T echno logy Leader among its Top 15 College Students.

17. In 2003, while a student at the University o f M assachuse tts , Chang

developed a peer-to-peer, fil e -sh a ri ng p la tf o rm called i2hub. Chang launched i2hub in

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March 2004, and it quickly became widely used among college students, ultimately

expanding to hundreds of universities with students in many countries using the service.

18. In August 2004, Chang incorporated The i2hub Organization, Inc.

By October 2004, the i2hub platform was becoming a recognized brand name among

students on college campuses, and was generating significant publicity, including positive

reviews in college papers and numerous articles and interviews published in the

mainstream newspaper, television, internet and radio media.

Chang and the Winklevosses Agree to IntegrateConnectU and i2hub and to Form a Partnership

19. In or around October 2004, ConnectU and its founders, the Winklevosses,

contacted Chang, seeking to form a partnership with Chang and i2hub, and to integrate

ConnectUs social networking website with i2hubs peer-to-peer file sharing software.

20. At the time, ConnectU was a social networking site with a limited user

base and was trying to compete with the growing popularity of Facebook.

21. By integrating ConnectU and i2hub, ConnectU would gain access to

i2hubs user base and technology, as well as the benefit of i2hubs publicity and Changs

knowledge and experience.

22. On October 21, 2004, Cameron Winiclevoss sent an email to Chang stating

that ConnectU and i2hub should operate as a partnership.

23. Over the next several weeks, Chang and the Winklevosses engaged in a

series of discussions concerning the integration of ConnectU and i2hub, and the operation

of a partnership through which the Winklevosses and Chang would jointly own and

operate several internet-based operating companies, including i2hub and ConnectU.

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24. On November 13, 2004, Chang met with the Winklevosses in Boston to

discuss the terms of the integration of i2hub and ConnectU and of a further partnership,

including the joint development of an internet-based book exchange and other potential

internet properties.

25. At the November 13, 2004 meeting, Chang and the Winklevosses

discussed i2hubs and ConnectUs respective assets.

26. The Winklevosses stated and Chang understood that the ConnectU

Litigation was one of ConnectUs assets.

27. The Winklevosses and Chang agreed that Chang should take the lead on

integrating i2hub and ConnectU and they discussed the integration process, the resources

required to complete the integration and the fact that Chang and i2hub would be

foregoing opportunities to independently pursue the development of the i2hub software

and other projects.

28. ConnectU would be the primary beneficiary of the integration of i2hub

and ConnectU. Therefore, the parties agreed that Chang should, immediately upon

integration, have an ownership interest in ConnectU.

29. Chang and the Winklevosses agreed that, upon completion of the

integration, Chang would own 15% of ConnectU.

30. In addition, the Winklevosses and Chang agreed to form a partnership,

later called The Winidevoss Chang Group, to jointly promote the integrated ConnectU

i2hub platform and to jointly develop their other internet-based concepts, including

Jungalu.com and StallScribbles.com.

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31. On No vem be r 16, 2004, Came ron W in k le vos s confirmed, v ia ins tan t

message, tha t Chang and the W ink le vo sse s wo uld m ove fo rw ard w it h the in te g ra tio n as

soon as possible, w ith Chang getting a 15% inte res t in ConnectU up on completion.

32. Cameron W ink lev o ss fu rth er confirmed th a t the Winklevosses and Chang

w ou ld take the nece ssa ry steps to form a par tn e rs h ip th ro ugh w hich they would co-o wn

and operate i2hub and C onn ect U and all of WCGs other assets.

33. Cameron Winklevoss and Changs Nove mb er 16, 2004 instant m ess age

exchange included the fo llo w in g :

cwinldevoss: we bo th agree tha t i2[hub] and cu[ConnectU] should get to get herasap

cwinklevoss: bu t we wont re a lly kn ow the outcome of some o f the pe ndi ngi2hub th in gs for a while

cwinklevoss: would u be in t e re s ted in a deal str u ct u red as followscwinklevoss: CU gives you x part o f our company, say 15% for the time bein g

co n tin gen t on the co m ple ti on o f a lic ens ing dea l and upgrade tode cen tra li ze d software

cwinlclevoss: we all divulge our stakes in CU ... .and go w ith an agreed up on splitin the ho ld i ng company

Chang: co n so lid ate in st ead of divulge you m ean ?cwinldevoss: well ess ent ia ll y divu lge to the umb rel lacwinklevoss: cause we w ill all ess ent ia lly be giving up individual ow ner shi p o f

w hate ve r stakes we have in the compan ies once we tr ans itio n tothe umb rel la

cwinklevoss: th e tem po rar y per c ent age in CU will p ro te ct u in the event th a t a)we br eak away

34. On N ove mb er 17, 2004, Cameron W in id ev os s and Chang

engaged in

ano the r instant message exchange, in which Cam ero n W in k le vo ss stated i th in k we

should make up the con tra c t w it h the 15% stake.

35. Chang wou ld not have agreed to integrate i2hub w it h ConnectU wi tho u t

rece ivin g an ownership inte res t in ConnectU, beca u se ConnectU was the p rim ar y

Typographical errors appear in original.

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beneficiary of the integration and i2hub was giving ConnectTi the benefit of i2hubs

goodwill, user base and technology.

36. The Winklevosses repeatedly assured Chang that when the integration of

ConnectU.com and the i2hub platform was complete, Chang would obtain a 15% interest

in ConnectU, which was designed to protect Chang.

37. On November 23, 2004, Cameron Winklevoss emailed Chang the

Memorandum of Understanding (MOU). A true copy of the MOU is attached as

Exhibit A.

38. The MOU states, in relevant part, that Upon completion of the

integration, CU [ConnectU] will give Wayne Chang the option to exercise a 15% stake in

CU.

39. On November 24, 2004, Chang communicated his acceptance of all of the

terms of the MOU to the Winklevosses by email.

Chang and i2hub Work on theIntegration and Other WCG Projects

40. Chang, i2hub and the Winklevosses immediately commenced the work

necessary to integrate ConnectU and i2hub.

41. Chang and i2hub devoted substantial time, effort and other resources to

complete the integration as the parties agreed.

42. Chang and i2hub devoted substantial time, effort and other resources to

complete the integration in reliance upon, among other things, the promises in the MOU

and other promises made by the Winklevosses.

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43. Chang and the Winldevosses also began operating as WCG and held

themselves out as partners in the development and operation of i2hub, ConnectU and

their other internet properties.

44. Chang and the Winklevosses discussed and ultimately agreed that Chang

would hold a 50% share in the ownership of the combined business.

45. Chang and the Winklevosses agreed that Chang would contribute i2hub,

including the i2hub software, network, users and all of its other assets and goodwill to the

business.

46. Chang and the Winklevosses agreed that the Winklevosses would

contribute ConnectU, including the ConnectU.com website and all of ConnectUs other

assets and goodwill, to the business, including ConnectUsclaims against Facebook.

47. The parties further agreed that they would contribute their efforts jointly to

develop and pursue their business opportunities throughWCG.

48. Chang was directly involved in the management and operation of

ConnectU as part of WCG and he expended substantial time and effort to promote and

develop ConnectU and other WCG properties.

49. Changs efforts on behalf of WCG were undertaken in reliance on the

agreements he made with the Winklevosses, including the agreementthat

heheld a 50%

interest in WCG.

50. Chang and the Winklevosses used many assets that were originally owned

by i2hub to the benefit of WCG, including i2hubs user base, to expand ConnectUs

- market, i2hubs computer servers to administer the ConnectU.com website and i2hubs

publicity to promote ConnectU,

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51. Chang performed WCG work and administrative functions from its office

in Amherst, Massachusetts. Chang devoted considerable time and effort, and directed

other personnel, to develop and improve ConnectU.

52. After the integration of the i2hub software and ConnectU.com, revenue

previously generated by i2hub and received by i2hub was redirected to the ConnectU

operating account.

53. Separate and apart from the integration, as part of WCGs business, Chang

worked on the development of additional internet websites and projects, including:

a. Jungalu.com, an internet-based book exchange;

b. StallScribbles.com, an online anonymous confessions board;

c. Digital Flyers, a portal for purchasing advertisements to be placed on thevarious WCG websites and on i2hub;

d. ConnectHi (also known as ConnectHigh and theyearbook.org), an effort topenetrate the high school social networking market, which also went bythe name of theyearbook.org;

e. ConnectGroups, an initiative to provide clubs and organizations with ameans for their members to communicate online with each other abouttheir organizations;

f. The Winklevoss Chang Representative Program, a sales representativeprogram which WCG used to establish a presence on college campusesand to promote ConnectU and the other WCG properties;

g. The Rep Center, an internet-based portal, accessible throughConnectU.com, providing a centralized location for the representatives ofThe Winklevoss Chang Representative Program to communicate and earnpoints (redeemable for prizes) by recruiting and signing up new users forall of WCGs properties; and

h. Social Butterfly, a feature added to ConnectU to enable users toconsolidate their accounts at various social networking sites, such asFacebook, and make that information accessible through ConnectU. Atrue copy of WCGs design for Social Butterfly, as originally posted on

winklevosschang.com, is attached hereto as Exhibit B.

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54. Separate and apart from the integration, Chang, as part of WCGs

business, co-invented a method and system for purchasing music files and other digital

goods through affmity programs, and assisted in drafting an associated patent application,

U.S. Patent Application No. 20060212395.

55. Some of WCGs websites, including Jungalu.com, were later added to the

integrated i2hub-ConnectU.com platform and the ConnectU.com website.

56. Some of these websites, including Jungalu.com, generated revenue, which

was directed to ConnectUs operating account.

57. In addition to each of the websites and programs Chang developed as part

of and on behalf of WCG, Chang also directed the development of the information and

technology infrastructure and programming necessary to enable and administer all of

WCGs properties.

Chang and the Winklevosses Operate WCGas Co-Owners and Hold Themselves Out as Pa r tne rs

58. The Winklevosses shared in the management of i2hub through their shared

control of WCG.

59. The Winklevosses reviewed and participated in the development and

design work performed by Chang on the various WCG websites.

60. The Winklevosses and Chang often described and held each other out as

partners and as co-owners of i2hub and ConnectU, and other properties.

61. On behalf of WCG and i2hub, the Winklevosses and Chang attended

meetings with various potential promotional partners and music companies.

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62. In or around De cem be r 2004, Chang and the W in k le vos ses , holding

th em se lv es out as par tn e rs and co ow ner s o f i2hub and ConnectU, tr ave le d to N ew York

to m ee t with digital music pr ovi d er s Sony and M ashb oxx , in efforts to secure music

lic en sin g deals on b ehal f of WCG.

63. On D ece m ber 20, 2004, Cameron W in k le vos s sent an email to Chang,

at tac h ing a sum ma ry o f WCGs strategy fo r C onn ect U and i2hub, and de scr ib in g i2hub

as one o f ou r comm er ce sites.

64. A true copy o f C ame ron Winklevoss D ec em ber 20, 2004 email is

attached hereto as Exhib it C.

65. As pa rt o f WCGs bu si nes s, Chang and th e W inkl evo sse s pro mo ted

ConnectU, ConnectHi, ConnectGroups , Jun gal u .co m, St a llS c rib ble s .c om , Digital Flyers

and Social Butterfly , to ge the r on websites jo intl y des ign ed and operated by Chang and

th e Winklevosses.

66. As par t o f WCGs business, Chang and the W in k le vos ses jo intl y

adv ert is ed i2hub.com, Co nn ectU .c om and Ju ngal u .c om in p rin t adve rtis em ent s , in cl uding

on the sides of buses operated by the P io nee r V al ley T ran spo rta tion Authority.

67. In Janu ary 2005, Cameron Winklevoss, re spo nd in g to ques tions from a

repo rte r fo r the H ar va rd Cr im son new spa peron

be h alf of WCG, described, among other

things, WCGs op era t ion s in Amherst, M assa chuse tt s and the status and basis for the

claims against Fac ebo ok and Zuckerberg.

68. Chang, on beha lf o f WCG, m an ag ed and di rec ted the day-to-day

ope rat io ns o f the Am her st, M ass ach use tts office.

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69. Pr ior to N ov em ber 2004, Chang had developed a successful pr ogr am ,

whereby i2hub eng age d col lege students to p ro m o te i2hub among th e ir peers . As part o f

WCGs business, C hang and th e Winklevosses adapted i2hubs p rog ram to p ro m o te the

int egr a ted C onn ect U and i2hub ne twork, as well as other websites jo in tly deve lop ed by

WCG. Chang and the Winiclevosses described this p rog ram as The W in kle vos s Chang

Repre sen ta tiv e P ro g ra m .

70. A true copy of WCGs description of The W ink lev o ss Chang

Re pre sen tat i v e P rog ram is attached hereto as Exhib it D.

71. On M arc h 4, 2005, Ty ler Winklevoss sent an email to Chang and C am ero n

Winklevoss, atta ching a p rop o se d draft o f The Winklevoss Chang Group A dver ti si ng

In form at io n , de ta il in g the rates to be charged to advertisers p lac in g ads on i2hub,

C on nec tU .c om and S ta ll Sc rib b les .co m .

72. True copies o f Tyle r Winklevoss March 4, 2005 email and draft

W inklevo ss Chang Group A dv ert is in g Information, are attached hereto as Exh ibit E.

73. The W in k le vo ss Chang Group Ad ve rtis in g In fo rm at io n id en tif ie d

ConnectU, i2 hub .co m and StallScribbles as Our Properties.

74. On Apr il 12, 2005, Chang and the Winklevosses iss u ed a press re le ase ,

identifying i2h ub.com , C onn ect U .c om , Jungalu.com and S tal l S cr ibb les . com as [s ]o m e

o f our p ro duc ts .

75. A tru e copy o f the April 12, 2005 press re lea se is at t ach ed hereto as

Ex h ib it F.

76. Chang designed, and WCG implemented, a unified system to

automatically m onito r outages and other pr obl em s with th ei r v ar iou s w eb site pr ope rtie s .

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A true copy o f a diagram o f WCGs unified ad m in is tra tio n and m on ito ring system is

attached hereto as Exhi bi t G.

77. WCG reg is te red and ut iliz ed the website www .w in kl evo ssc han g .c om to

host various WCG p ro jec ts , in c lu d in g the diag rams for Social Butterfly , as well as a full y

working and functiona l unif ied adm in is tra t ion and m oni to ri ng system o f WCG

properties, along with o the r W CG materials.

C h ang an d i2 hub C om p le te the Inte gra tion

78. In or around Febr uar y 2005, th e in teg rat i on of the i2hub software and

ConnectU.com was su cce ssf u lly completed.

79. In or ar oun d M ar ch 2005, WCG relea sed the in teg ra t ed software.

80. The in t egra ted software directed all i2hub users downloading and

registering the ne w so ft w ar e to re g is te r as Co nn ect U users , and i2hub users were

p rov ide d with access to C on nec tU th ro ugh the i2hub interface.

81. Chang and i2hub fully per fo rm ed all of th eir obligations concerning th e

integration in accordance w it h th e MOU.

82. Pursua nt to the MOU, upon co m p le tio n o f the integration, Chang held the

right to a 15% interest in Con nec tU wh ich t h e W inkl ev o ss es had p ro m is ed would p ro tec t

Chang if they did not also form a par t n er ship .

T he W ink lev oss e s O b ta in ed the B ene fito f C han gs Wo rk on W CG P ro jec ts

83. By April 2005, ConnectU and the W in ld ev os s es had obtained the benef i t

of the integration and all of the w ork Chang per for m ed in re lian ce on the Winklevosses

representations th at they w er e ope rat i ng WCG as co-owners. Among other things, the

Wink levosses and ConnectU obtained the bene fit of:

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a. the in te g ra ti on of Conne ctU .co m w it h i2hu bs software;

b. access to all o f i2hubs users;

c. all of i2hubs revenue;

d. the creation of Jun ga lu .c om ;

e. the in te g ra t ion of Jun gal u .c om into i2hubs software;

f. the c rea t ion o f S ta l lSc ribb les .co m ;

g. th e in te g ra ti on o f S tal lS cr ibb les .c om into ConnectU.com;

h. Changs creation and m anage m en t o f WCGs Am her s t, M ass ach u se ttsoffice;

i. the ad ver tis i ng and exposure of ConnectU and the other WCG prop e rt i e sth ro ugh i2hubs pr ese nce and re put a tio n on college campuses and in themedia;

j. Changs in vol v em en t in d is cus s ion s re gard ing pot ent ial lice ns i ng ando th e r dea ls, in c lu d in g w ith Apple, CareerBuilder , fone2fone, RevenueScience, Snocap, Sony, and M ashb ox x ;

k. the use o f the existing i2hub R ep re se n ta ti v e P rog ram to p ro m oteConnectU and other WCG pr ope rtie s , sub seq uen tly nam ed TheW in k le vos s Chang Group R epr es ent a tiv e P ro g ram ;

1. the cr eat i on o f The Rep Center, enha nci ng the p rom ot io n o f ConnectU andWCG p rop er t ies on college campuses;

m. the crea tio n of a digital adve rtis ing p la tf o rm fo r W CG prope rt i es includingi2 hu b .c om , ConnectU.com, S tal l S cr ibb les . com , and Jungalu.com;

n. the cr eat io n of Social Butterfly;

o. the cre at i on o f CorinectHi (Co nn ectH ig h ), also kn ow n as th ey earb oo k .o rg ;

p. the creation o f ConnectGroups;

q. the cr eat io n o f a ne tw ork m on it o rin g system for all of WCGs properties,that was ho sted and acce ssib le via WCGs in tern et domain,www .w in k le vo ssc han g.c om ;

r. the use of i2hubs servers and other tech nol ogy in fra s tru c tu re;

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s. Changsmanagement of and contributions to the ConnectU.com website;

t. Chang and i2hubs referrals to web developers and other contributors toWCGs websites,includingConnectUs;

u. the joint advertisement of i2hub, ConnectU.com and Jungalu.com,including print advertisements on Pioneer Valley Transportation Authoritybuses; and

v. Changs review of and contributionsto WCGs design of a method andsystem for purchasing digital goodsthrough affinity programs and anassociated patent application. The Winklevosses and Howard Winklevoss

filed that patent application,U.S. Patent Application No. 20060212395, onor around March 15, 2005, but did not list Chang as a co-inventor.

84. Pursuant to the WCG partnership,Chang ownsa 50% share in all of

WCGsproperties, including ConnectU.

The Winklevosses Terminate Their Relationship with Chang

85. As an inducement for the integration,the Winklevosses had agreedto

contributean initial $7,500, and additionalfunding, as needed, forWCGs operations.

86. In April 2005, a dispute arose regarding the Winklevossesrefusal to

provide funding for WCGs operations.

87. In April 2005, a dispute arose concerningChangs and theWinklevosses

respectiveshares in WCG.

88. On or around April22, 2005, inan internet chat exchange,Tyler

Winidevoss insisted that the Winklevossescontribution of $7,500 to WCGs operations

entitled theWinklevosses to a 5% greaterequity shareof WCG, or 55%.

89. That exchange included the following:

Tyler Winklevoss: that 7.5k for 5% was 5% of the parent company notjusti2hub

Wayne Chang: that wasnt the agreement

Tyler Winklevoss: yes it was

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to sue Chang for approximately $20,000 i f he did not pay WCGs debt to the PVTA,

falsely claiming that Chang owed additional money as a result of the Winklevosses

fundingof WCG.

The Facebook Litigation

94. On or around September 20 , 2005, Facebook filed the Facebook

Litigation,alleging that ConnectU used Social Butterfly to misappropriate Facebooks

proprietary information and user data.

95. Changwas named as a defendant in the Facebook Litigation,alongwith

the Winklevosses,ConnectU,Divya Narendra, Howard Winklevoss and others.

96. On information and belief, the Winklevosses and Howard Winidevoss

arrangedand paid for Changscounsel in connection with the Facebook Titiaation.

97. Changwas represented by ScottR. Mosko and the law firm Finnegan

LLP. Moskowas assisted in his representation of Chang by other attorneysof Finnegan

LLP.

98. Mosko and Finnegan LLP simultaneously represented ConnectU,the

Winklevosses, HowardWinklevoss and Divya Narendra.

99. Mosko and other attorneysat Finnegan LLP wereaware of theMOU

between Changand

the Winldevossesentitling Chang to an interest in ConnectU.

100. Mosko and other attorneysat Finnegan LLP were aware of the existence

of WCG and that Chang and the Winklevosses had operated as partners and co-ownersof

i2hub and ConnectU,and hadjointly developedSocial Butterfly.

101. Moskonever discussed with or advised Changregardinghis rights and

interests in ConnectUor in WCG.

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102. Despite Moskosknowledgeof critical facts,documents and information,

Mosko never even discussed or advised Changof his potential claims against the

Winklevosses or ConnectU.

103. Mosko never discussedwith or advised Chang regarding any other claims,

counterclaimsor crossclaims he might have in the litigation.

104. Moskonever advised Changthat Mosko and Finnegan LLP would no t act

completely in Changsbest interests.

105. On January29,2008, Mosko informedChang that Facebook had

requested a mediation of all of the pending disputes and cla ims andadvisedChang that

whetheryou [Chang] need to participatewill be decided later.

106. At no time afterhis January29, 2008 emi did Mosko ever inform or

discusswith Changwhen the mediation was going to take place, whether Chang should

attend,what his settlement position was or should be, or what Changs rightswere to any

proceeds of a settlement of the litigation.

107. On February 22, 2008,without Changs knowledge, Mosko attended a

mediation and engaged in settlement discussionswith Zuckerbergs and Facebooks

counsel.

108. On information and belief, at the February22 , 2008 mediation Mosko

negotiated a settlement of all of the pending litigation, including the Facebook Litigation

and the ConnectU Litigation.

109. On information and belief,pursuant to the settlement agreement,

Facebook 1 flfl% o f ConnectUscommon stock, inexchangc for the payment of

$20,000,000in cash and approximately1,253,326 shares of Facebook common stock.

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110. Mosko and Finnegan LLP knew or, if they had exercised due care in

representing Changs interests, should have known,that as a result of the settlement,

Changwould receive nothing, despitehis interest in ConnectU and WCG.

111. Neither Mosko nor any other attorneyat Finnegan LLP ever discussedthe

settlement termswith Changbefore entering into the settlement agreement.

112. Without Changs knowledge, Mosko agreed to provide Facebook and

Zuckerberg with a release of all claims by Chang, in consideration of, among other

things, the payments that ultimately benefited the Winklevosses, Divya Narendra and

HowardWinklevoss not Chang.

113. Neither Mosko nor any attorneyat Finnegan LLP ever advised Chang that

they would not be representing his interestsat the February 22 , 2008 settlement

conferencewith Facebook, or that they wouldbe offering to release Changs claims.

114. On February 25, 2008,Mosko sent Chang an email advising himthat

ConnectUand Facebook had reached a settlement of all claims in the pending cases.

115. Mosko never advisedChang that a settlement valued at $65 million had

been achievedfor the benefit of Mosko s other clients.

116. Mosko never advised or discussedwith Chang that 100% of ConnectUs

stockwould be transferred to Facebook pursuant to the settlement agreement,despite the

fact that Mosko knew that Chang held an interest in ConnectU.

117. On information and belief, Moskoexcluded Chang fromthe Facebook

settlement discussions at the request of the Winklevosses, and encouraged Chang to sit

on the sidelines,thereby depriving Chang of relevant information.

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125. On November 24, 2004, Chang and the Winklevosses, on behalf of

ConnectU, entered into the MOU.

126. Pursuant to the MOU, Chang and i2hub agreed to nerform the work

necessary to integrate the ConnectU.com website into the i2hub software.

127. Pursuant to the MOU, the Winklevosses, on behalf of ConnectU, agreed

that upon completion of the integration. C h a n would hold a 15% in ter c f in CnnnetU.

128. Chang and i2hub fully performed all of their obligations concerning the

integration in accordance with the parties agreement and all modifications thereto.

129. In breach of the MOU, the Winklevosses and ConnectU have refused to

honor Changs ownership interests in ConnectU, including by refusing to provide Chang

with his share of the proceeds of the sale of ConnectU to Facebook.

130. Chang is entitled to damages, in an amount to be determined at trial.

COUNT IIBreach of P ar tner shi p an d /o r Jo int Venture Agreement

(Against Cameron Wiiiklevoss, Tyler Winklevoss,Howard Winklevoss, and ConnectU)

131. Plaintiffs restate and incorporate each of the foregoing allegations as i f

fully alleged herein.

132. By their anreement and by their actions, Chang and the Winldevosses

venture.

133. Chang and the Winidevosses agreed to and did in fact contribute all o f the

property and assets of i2hub, Inc. and ConnectU. resoectivelv. to their oartnership and/or

joint venture.

134. At all times relevant hereto, the Winklevosses were acting with the full

authority of ConnectU and as managers, agents and/or officers of ConnectU.

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135. Chang and the Winklevosses operated i2hub and ConnectU as co-owners

under the name WCG, with Chang owning 50%.

-36. As set forth above, the defendants have breached the parties agreement to

operate as partners and/or joint venturers.

137. Chang is entitled to damages, in an amount to be determined at trial.

COUNT IIIBreach of Covenant of Good Faith and Fair Dealing(Against Cameron Winklevoss, Tyler Winklevoss,

Howard Winiclevoss, and ConnectU)

138. Plaintiffs restate and incorporate each of the foregoing allegations as if


139. Pursuant to the parties contractual agreements, the defendants owed

Chang and i2hub a duty of good faith and fair dealing. This duty included, among other

things, the obligation not to do anything that deprived Chang and i2hub of the benefits of

the agreements they made with the defendants.

140. As set forth above, the Winklevosses, Howard Winklevoss and ConnectU

breached the implied covenant of good faith and fair dealing.

141. Chang and i2hub are entitled to damages on account of defendants

breaches of the implied covenant of good faith and fair dealing, in an amount to be

determined at trial.

COUNT IVBreach of Fiduciary Duty

(Against Cameron Winidevoss, Tyler Winklevoss,Howard Winidevoss, Divya Narendra and ConnectU)



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143. As part ner s an d /o r jo in t venturers, the W inklevo sse s owed Chang a

fiduciary duty. This duty included, among other things, the ob li g at io n to share w it h

Chang all material inf o rm ati on , to act honestly, and to pro v id e Chang th e com pe nsa ti on,

and share o f the p ro fi ts , to which he was entitled by virtue o f the parties agreements.

144. By conve y in g part nersh ip p rop ert y and by re ta in in g the p roc eed s o f the

sale of par tn e rs h ip p roperty fo r th e ir own benefit, the defe nda n ts have b re ach ed th e ir

fiduciary duties to Chang.

145. By entering into se tt le m en t negotiations on b eh a lf o f the partn ers h ip in the

Facebook L iti ga ti on and ConnectU Litigation, w it h the in te n t to exclude Chang fromany

proceeds th er eo f, and by excl ud ing Chang from his rightful share o f the p roceed s o fthe

settlement, the def en dant s b reached thei r fid uc ia ry duty to Chang.

146. Chang is en ti tl ed to damages on account o f defendants br eaches o f

fiduciary duty, in an am oun t to be de te rm in ed at trial.

COUNT VU n ju s t E n ric hm en t

(A gai ns t Cameron Winklevoss, Tyler Winidevoss,

How ar d Winiclevoss, D ivya N arend ra and ConnectU)

147. P la in tiff s restate and in co rp o ra te each of the foregoing all eg a ti on s as if


148. As a resu lt o f the unlaw fu l conduct o f the defendants as alleged herein, th e

defendants have been un ju stly enriched to the detrim ent of Chang and i2hub.

149. The def en dant s have tak en and rec e iv ed the be nefit of, among o the r

things, Chang and i2 hub s ideas, techno logy , goodwill and user base, as well as the va lu e

of th e ir w ork on the in te g ra ti on and on the jo in t deve lo pm en t of other prop e rt ie s.

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150. W ithou t ju s tifica tion , the defendants have re fu se d to pay Chang and i2hub

for th e ir share of the va lu e ConnectU obtained as a re sul t o f hav ing and using Changs

and i2hubs assets and property.

151. I f no contract is found to be en fo rc eab le bet w ee n the parties, the p la int if fs

are w ith ou t an adequate rem edy at law to re cov er for the defendants unjust enrichment.

152. The defendants are liable to Chang and i2hub and should be req u ir ed to

disgorge th e ir unjust gains, in an am oun t to be det e rm ine d at trial.

COUNT V IQ u an tu m M eru it

(Against Cameron Winiclevoss, Tyle r W in k le voss ,

H ow ard Winklevoss, D ivya N arend ra and ConnectU)

153. Plaintiffs restate and inc o rp o ra te each o f the fo re go ing al le g at io ns as if


154. Chang and i2hub p rov ide d valuable services and substantial bene fit to the

defendants. The defendants have th u s been enriched w ith ou t pr ovid ing adequate

com pensa tio n to Chang and /or to i2hub.

155. Chang and i2hub dev o te d substantial efforts and resources to advan ce and

promote ConnectU and o th er in te rn et p ro per ti es w ith the expe c ta ti on that they would be

compensated by ConnectU and the W inklevosse s fo r tho se services pu rs uan t to th e ir

agreements. ConnectU and the W ink lev osses acc ept ed Changs and i2hubs services

w ith the under stand ing that they woul d co m pens ate them.

156. Chang is entitled to damages, in an am oun t to be de te rm in ed at trial.

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COUNT VIIConversion

(Against Cameron Winklevoss,Tyler Winklevoss,Howard Winklevoss, Divya Narendra and ConnectU)


fuiiy alleged herein.

158. Pursuant to the parties agreements,upon the sale of all of ConnectUs

assets in settlement of litigation between ConnectU and Facebook, Chang had a present

right to his share of the proceeds of that settlement.

159. Defendants retention of the proceeds of the settlement, including the

portion comprising Changs interest therein, constitutes wrongful conversion of Changs

property.

160. Chang is entitled to payment of damages on account of defendants

unauthorized retention of, and their refusal to return, Changs property, in an amount to

be determined at trial.

COUNT VIIIAccounting

(Against Cameron Winklevoss,Tyler Winklevoss,Howard Winklevoss, Divya Narendra and ConnectU)



162. Pursuant to the parties agreements, Chang and the Winklevosses formed a

partnership and/or joint venture, known as WCG.

163. Pursuant to the parties agreements, Chang obtained an ownership interest

in WCG and in ConnectU.

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164. Chang is entitled to an accoun ti ng of the income, expenses, earnings,

benefits, profits, and d is tr ib u ti ons or disbursements by the defendants, C on nec tU and

WCG.

165. Chang is entitled to re cei v e his share o f the aforesaid ne t income, ea rn in g s,

benefits, p ro fi ts , and d is tr ib u ti on s or disbursements from th e defendants.

COUNT IXC onstru ct iv e T ru s t

(Against Cam eron Winklevoss, Tyler W in id evo ss,

Howard Winklevoss, Divya N are nd ra and ConnectU)

166. P la in tif fs res ta te and incorporate each of the fo rego ing al le g at io ns asi f


167. Purs uan t to the parties agreements, Chang is entitled to an in te re st inthe

proc eed s o f the sale o f ConnectU and o f ConnectUs se ttle m en t o f the F acebook

L iti ga tion and the ConnectU Litigation.

168. On in fo rm at io n and belief, the defendants or th e ir agents currently hold

the cash and Faceb ook stock re p rese n ti ng the proceedso f the sale of ConnectU.

169. The defendants hold such cash and Faceboo k stock rep res ent in g p ro ceed s

o f the sale o f ConnectU, up to an amount equal to Changs in ter es t in WCG part nersh ip

p ro per ty , in con stru ct iv e tru s t for the benef it o f Chang, and have a duty to convey such

prope rty to Chang forthwith.

170. The defendants, for the reas ons alleged her e in , are con str uc tive trusteeso f

Changs share o f all income, pro cee ds, earnings, benefits, p ro fits and d ist ri bu tions or

di sb u rs em en ts o f ConnectU, with all attendant fiduciary resp onsibi li ti es and obligations

thereof.

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171. Chang is en ti tl ed to rece iv e his share o f th e aforesaid net income,

proceeds, earnings, benef it s, pro fi t s, and d is tr ib u ti on s or disbursements from the

defendants.

COUNT XP ro fe ss io n a l N eg ligence

(A gain st Scott R. M osk o and F in nega n ,Henderson, Fara bow , G ar re tt & Dunner LLP)

172. P la in ti ffs re s ta t e and inco rpo rate each o f the fo re go ing allegations as if

ful ly alleged herein.

173. M osko and F innegan LLP re p re sen ted Ch ang and owed Chang a duty o f

care as his attorneys.

174. As alleged herein, Mosko and Finne gan LLP b rea che d that duty by,

among other things, ig no ring C hang s interests in entering into se tt le m en t d is cu ssi ons in

favor o f the in te res ts o f th e ir other clients, fa il in g to p ro v id e Chang w ith re lev ant

information, failing to m eet wi th or in ter v iew Chang abou t his interests, failing to p rov ide

Chang with m ate ri a l and rel eva n t in fo rm a tio n , failing to disclose that they were

neg o tia tin g on b eh a lf o f th e ir other clients in direct co n fl ic t w it h Changs interests,

offering to release C han g s claims w ith out Changs authorization, and actively exc lu d in g

Chang from se tt le m en t di sc uss io n s in w h ich he had a direct and subs tantial interest.

175. Mosko 5 and F in neg an LLP s b re ach es d ire c tly and pr oxi m a te ly caused

Chang damages, in c lud ing de p ri v in g Chang o f his rightful share o f the p ro ceed s o f the

Face boo k settlement.

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COUNT X ICiv il C ons p ir ac y

(Against Scott R. Mosko and Finnegan,Henderson, Farabow, Garrett & Du nn er LLP)

176. Plaintiffs res tate and in cor porat e each o f the fo re going allegations as if


177. Mosko and F in nega n LLP kn ew that Chang held an ownership int ere st in

ConnectU and WCG and that he th e re fo re had an inte res t in th e outcome o f the claims

against Fa ceb ook and in a share o f any se ttl eme n t p ro ceed s .

178. M osk o and Finnegan LLP kne w that the Winidevosses exclusion of

Chang from th e settlement discussions w it h Zu cke rbe rg and Fa ceb ook and th ei r inte n ti on

to exc lude Chang from any set tl em en t p roc eed s co n st it ut ed a breach o f th eir duties to and

agr eem en ts with Chang.

179. M osko and Finnegan LLP, acting in con cer t w ith the Winklevosses and

against Changs interests, exc luded Chang from the set tl em en t discu ssio n s in order to

deprive, or w ith the natural and probable effect o f depriving, Chang o f any proceeds o f

the Facebook settlement.

180. M osko and Fi nne gan LLP know ingly and act iv e ly pa rti cip a ted in and

pr ovi ded subs tantial assistance to the o th e r d ef end ants in fu rt he rin g th ei r breaches o f duty

to and agreements w it h Chang.

181. As a result o f Moskos and Fi nne gan LLPs cons p ira cy wi th the other

defendants, Chang suffered direct harm, in clu d in g being deprived o f his rightful share o f

the settlement proceeds.

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COUNT XIIAiding and Abetting

(Against Scott R. Mosko and Finnegan,Henderson, Farabow,Gaffett & Dunner LLP)



183. Mosko and Finnegan LLP knew that Chang held an ownership interest in

ConnectU and WCG and that he therefore had an interest in the outcome of the claims

against Facebook and in a share of any settlement proceeds.

184. Mosko and Finnegan LLP knew that the Winklevosses exclusion of

Chang from the settlement discussion with Zuckerberg and Facebook and their intention

to exclude Chang from any settlement proceeds, constituted a breach o f Winldevosses

duties to and agreements with Chang.

185. Mosko and Finnegan LLP knowingly and actively participated in and

provided substantial assistance to the other defendants in furthering their breaches of duty

to and agreements with Chang.

186. As a result of Moskos and Finnegan LLPs aiding and abetting the other

defendants breaches, Chang suffered direct harm, including being deprived of his

rightful share of the settlement proceeds.

187. Mosko and Finnegan LLP are jointly and severally liable for the damages

caused by the other defendants breaches of duty to and agreements with Chang.

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COUNT X II IT o rtio u s In te r fe re n c e w ith C on tr ac tua l

a n d /o r A dvan tag eou s B usin e ss R e la ti o n s(A gain st Scott R. Mosko and Finnegan,

Henderson, Farabow, Garrett & Duiiner LLP)

188. P la in tiffs res tate and in cor por a te each o f the fo rego ing a ll eg atio ns as i f


189. As alleged herein, Chang ha d a business re la tionsh ip w ith the

Winldevosses, ConnectU, D ivya N arend ra and Howard W inklevo ss pu rsuan t to the MOU

and the WCG partnersh ip .

190. M osk o and F innegan LLP were aware o f th a t rel a tio n sh ip.

191. M osk o and F in negan LLP in te rf ere d w it h th a t r e la tio n sh ip by im proper

means and/or motive, as de scr ibe d above, in clu din g by using the tru st and conf id en ce

Chang p lac ed in th em as his a tto r ney s to in te n tio nal ly exclude Chan g from asserting his

rights in ConnectU, WCG and, th er e by, from asserting his rights in the se ttle m en t

proceeds.

192. Chang was depr ive d o f the advantage o f his re la tionsh ip w ith the oth er

defendants as a d ire c t resu lt o f M oskos and Finnegan LLPs conduct.

W H ER E FO R E , p la in tiff s p ray that this Court gr ant th e fo llow ing relief:(a) ju dgm en t in th e ir fa vo r against the def end an ts on Counts I th rough

XIII;

(b) an o rd e r th a t de fen dan ts Cameron W in k le vos s, T yle r W in kle vos s,H ow ard W ink lev o ss , D ivy a N are nd ra and Co nnectU account top la in tiffs fo r th e ir int e res t in the assets of C on nec tU and the WCG,in c lu d in g the pr oce eds o f the se ttlem en t o f the Fac ebo ok L it iga tionand the ConnectU Litigation, and all other net income, earnings,ben efit s , pro fi t s , di s tri but io ns and d isb urs eme n ts ; and

(c) com pensa to ry damages on plaintiff s claims, to g e th er w ith in te restand costs;

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(d) such other and fu rth er re lie f as may be deemed fair and equitableby th e Court.

JU R Y DEM AN D

Plaintiffs demand a trial by jur y on all counts so triable.

R espe ctfu lly submitted,

WAYNE C HANG andTHE I2HUB ORGANIZATION, INC.

r a t t o m e y s

Alan D. 3 BO No. 427280)

A 1 an o se , Jr. (BBO No. 628871)Ni l as J. Rosenberg (BBO No. 657887)ROSE, CHINITZ & ROSEOne Beac on Street, Fourth FloorBost on , M ass ach u set ts 02108Te l.: (617) 536-0040Fax: (617) 536-4400

chang v. winklevoss complaint

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