Law Offices of Weicheng Wang

LAW OFFICES OF WEICHENG WANG 197 Route 18 South, Suite 309 East Brunswick, NJ 08816 (732) 418-8865 Attorney(s) for Defendant

Defendant, Hillstone International LTD t/a Bears in Chairs (“Hillstone”), by way of answer to the allegations contained the Complaint of Pathfinder Consulting Group, LLC, hereby states:

Answer

As to the First Count

1. Defendant denies knowledge or information sufficient to for a belief as to the truth of

the allegations contained in Paragraph 1 of the Complaint.

2. Defendant admits the allegations contained in Paragraph 2 of the Complaint.

3. Defendant admits the allegations contained in Paragraph 3 of the Complaint.

4. Defendant denies the allegations contained in Paragraph 4 of the Complaint.

5. Defendant denies the allegations contained in Paragraph 5 of the Complaint.

6. Defendant denies the allegations contained in Paragraph 6 of the Complaint. WHEREFORE, Defendant, Hillstone International LTD t/a Bears in Chairs, demands

Judgment against Plaintiff, dismissing Plaintiff’s Complaint in its entirety with prejudice and awarding attorney fees, cost of suit, and such other and further relief as this Court may deem just and proper.

As to the Second Count – Book Account

7. Defendant repeats all its statements contained in the foregoing paragraphs as though

the same were set forth at length herein.

8. Defendant denies allegations contained in Paragraph 8 of the Complaint.

WHEREFORE, Defendant, Hillstone International LTD t/a Bears in Chairs, demands

As to the Third Count – Goods Sold or Delivered

14. Defendant denies allegations contained in Paragraph 14 of the Complaint. WHEREFORE, Defendant, Hillstone International LTD t/a Bears in Chairs, demands

As to the Fourth Count – Unjust Enrischment

WHEREFORE, Defendant, Hillstone International LTD t/a Bears in Chairs, demands

As to the Fifth Count – Breach of Good Faith and Fair Dealing

20. Defendant admits allegations contained in Paragraph 20 of the Complaint.

23. Defendant denies allegations contained in Paragraph 23 of the Complaint. WHEREFORE, Defendant, Hillstone International LTD t/a Bears in Chairs, demands

Affirmative Defenses

First Affirmative Defense

The Complaint fails to state a cause of action upon which relief can be granted.

Second Affirmative Defense

The damages, if any, were the results of actions by Plaintiff, or by third parties over which

Defendant exercises no control and for which Defendant cannot be held legally responsible.

Third Affirmative Defense

Plaintiff’s claims have been instituted and maintained in bad faith and the action is frivolous, and therefore, Defendant is entitled to attorney’s fees, cost of suit, and such other relief as the Court deems proper.

Fourth Affirmative Defense

Defendant breached no duty to Plaintiff either express or implied.

Fifth Affirmative Defense

Plaintiff’s claims must be dismissed because they are barred by the appropriate statute of limitations.

Sixth Affirmative Defense Plaintiff is barred from recovery by operation of the law of estoppel.

Seventh Affirmative Defense

Plaintiff is barred from recovery by operation of the law of waiver.

Eighth Affirmative Defense

Plaintiff is barred from recovery by operation of the doctrine of laches.

Ninth Affirmative Defense

Plaintiff is barred from recovery for failure to mitigate damages.

Tenth Affirmative Defense

Plaintiff is barred from recovery by the doctrine of unclean hands.

Eleventh Affirmative Defense

Plaintiff has not suffered any damages as a result of the alleged actions of Defendant.

Twelfth Affirmative Defense Any award to Plaintiff in this action would constitute unjust enrichment

COUNTERCLAIM

Defendant, Hillstone International LTD t/a Bears in Chairs (“Hillstone”), by way of

Counterclaim against Plaintiff/Counterclaim Defendant, Pathfinder Consulting Group, LLC

(“Pathfinder”), hereby states as follows:

Facts Common to All Counts 24. Defendant is a New Jersey Business Corporation having a main office at 4402 Sylon

Boulevard, Hainesport, New Jersey 08036.

25. Defendant/Counterclaim Plaintiff is engaged in the business of wholesale and retail of

customized gift products known as Bears in Chairs. 26. Plaintiff/Counterclaim Defendant, Pathfinder Consulting Group, LLC, is a New

Jersey Limited Liability Company with office at 67 Beaver Avenue, Annandale, New

Jersey 08801.

27. Plaintiff/Counterclaim Defendant is in the business of software development and

services.

28. Hillstone and Pathfinder entered into an agreement on about January 21, 2009 by

which Pathfinder was contracted to plan, design, build, and implement an electronic

commerce tool for HIillstone. This e-commerce tool is called Interactive Customizer

for Bears in Chairs (hereafter “BICIC”).

29. Pathfinder also agreed to improve the overall design and navigation of Hillstone’s

then-existing website.

30. Pathfinder agreed to finish the contracted work in about five (5) to seven (7) weeks.

31. Pathfinder also warrants that it will deliver to Hillstone the BICIC code free of

defects for one (1) year.

32. Pathfinder represented to Hillstone that Pathfinder had the capacity and technical

personnel to write and develop the code for BICIC for Hillstone before Hillstone

entered into the agreement with Pathfinder to contract Pathfinder’s software

development service.

33. Pathfinder did not have a competent software developer or computer programmer to

write the code for BICIC in January and February 2009. Pathfinder engaged a

computer programmer for BICIC for the first time in March 2009.

34. Pathfinder could not deliver and complete the e-commerce tool BICIC and kept

delaying the project until late November 2009. 35. The programmer assigned by Pathfinder to write and develop BICIC resigned from

the project on about November 18, 2009 by which time Pathfinder could not and did

not provide a workable BICIC.

36. Pathfinder also failed to provide competent service on Hillstone’s website

enhancement.

37. As of today, Pathfinder has not delivered the BICIC code to Hillstone.

38. Hillstone has performed its obligations under the agreement with Pathfinder.

Count One – Breach of Contract

39. Hillstone repeats its statements in the relevant previous paragraphs as if they were set

forth in their entirety.

40. By failing to complete BICIC and improving the overall design and navigation of

Hillstone’s website, Pathfinder has breached the contract.

41. Pathfinder’s act has caused monetary damages to Hillstone the approximate amount

of $250,000.00.

WHEREFORE, Defendant/Counterclaim Plaintiff demands judgment against

Plaintiff/Counterclaim Defendant, Pathfinder Consulting Group, LLC, for:

a) Direct damages in the amount of $80,000.00;

b) Incidental damages in the amount of $20,000.00;

c) Consequential damages in the amount of $150,000.00;

d) Attorney fees and cost of the lawsuit; and

e) Such other and further relief as the Court deems just and proper. Count Two – Breach of Warranty

43. By failing to complete BICIC and improving the overall design and navigation of

Hillstone’s website, Pathfinder has breached warranties and related obligations to

Hillstone.

44. Pathfinder’s act has caused monetary damages to Hillstone in the approximate

amount of $250,000.00.

e) Such other and further relief as the Court deems just and proper.

Count Three - Fraud

46. Pathfinder knew it did not have the technical capacity and competence to complete

BICIC and improve the overall design and navigation of Hillstone’s website but still made misrepresentations to Hillstone about its technical capacity and competence in

completing BICIC and improving the overall design and navigation of Hillstone’s

website.

47. Hillstone relied on Pathfinder’s misrepresentations.

48. As a result of Pathfinder’s misrepresentations, Hillstone suffered extensive damages,

including cost and fees in obtaining other professional services to restore Hillstone’s

previous website’s functions, expenses in remedying the defects or rebuilding BICIC,

and improving the overall design and navigation of Hillstone’s website, which is

about $80,000.00 and the loss of business and profits in about $150,000.00.

a) Damages in the amount of $250,000.00;

b) Punitive damages;

c) Declaring the contract between Hillstone and Pathfinder null and void;

d) Refund all money paid by Hillstone to Pathfinder;

e) Attorney fees and cost of the lawsuit; and

f) Such other and further relief as the Court deems just and proper.

Count Four – Breach of Covenant of Good Faith and Fair Dealing

forth in their entirety. 50. By failing to complete BICIC and improving the overall design and navigation of

Hillstone’s website, Pathfinder has breached the covenant of good faith and fair

dealing.

51. Pathfinder’s act has caused monetary damages to Hillstone in the approximate

amount of $250,000.00.

Count Five – Unjust Enrichment

53. Pathfinder failed to complete BICIC free of defects and failed to improve the overall

design and navigation of Hillstone’s website.

54. Pathfinder failed to deliver the code for BICIC even after repeatedly delaying the

contracted project.

55. Hillstone made payments to Pathfinder in accordance with the contract it had with

Pathfinder. 56. As a result, Pathfinder has been unjustly enriched.

a) Refund all payments Hillstone already made;

b) Attorney fees and cost of the lawsuit; and

c) Such other and further relief as the Court deems just and proper.

Third Party Complaint

Third party complaint plaintiff, Hillstone International LTD (“Hillstone”), by way of third party complaint against third party defendant, Charles Levin, states:

57. Third party complaint defendant, Charles Levin, on information and belief, is a

resident of New Jersey and owner/operator/manager of Pathfinder Consulting Group,

58. Charles Levin knew that Pathfinder did not have the technical capacity and

competence to complete BICIC and nonetheless misrepresented to Hillstone that

Pathfinder had the technical capacity and competence to complete BICIC and

improving overall design and navigation of Hillstone’s website.

Count One - Fraud

forth in their entirety. 60. By making misrepresentations to Hillstone, Charles Levin fraudulently induced

Hillstone to sign the contract with Pathfinder.

61. Hillstone relied on Charles Levin’s misrepresentations.

62. As a result, Hillstone has suffered extensive damages, including cost and fees in

obtaining other professional services to restore Hillstone’s previous website’s

functions, expenses in remedying the defects or rebuilding BICIC, and improving the

overall design and navigation of Hillstone’s website, which is about $80,000.00 and

the loss of business and profits in about $150,000.00.

WHEREFORE, third party complaint plaintiff demands judgment against third party complaint defendant, Charles Levin, for:

a) Damages in the amount of $250,000.00;

b) Punitive damages;

c) Declaring the contract between Hillstone and Pathfinder null and void;

d) Refund all money paid by Hillstone to Pathfinder;

e) Attorney fees and cost of the lawsuit; and

f) Such other and further relief as the Court deems just and proper.

Count Two – Breach of Personal Guarantee

64. Charles Levin made personal guarantee to Hillstone guaranteeing the quality and

performance of Pathfinder in completing BICIC free of defects and improving the

overall design and navigation of Hillstone’s website. 65. Charles Levin also made personal guarantees towards the on-time completion of

BICIC and improvement of the overall design and navigation of Hillstone’s website.

66. Relying on Charles Levin’s personal guarantees, Hillstone entered into the contract

with Pathfinder and paid extra money to Pathfinder.

67. Nonetheless, Pathfinder failed to deliver the code for BICIC without defects, failed to

complete BICIC, and failed to improve the overall design and navigation of

Hillstone’s website.

68. As a result, Charles Levin has breached its personal guarantees to Hillstone has

caused monetary damages to Hillstone in the approximate amount of $250,000.00.

WHEREFORE, third party complaint plaintiff demands judgment against third party complaint defendant, Charles Levin, for:

Designation of Trial Counsel

Pursuant to R. 4:5-1, please take notice that Weicheng Wang, Esq. will be trial counsel for the within matter. Dated: ______Weicheng Wang Attorney for the Defendant Hillstone International LTD t/a Bears in Chairs Phone: (732) 418-8865 Fax: (732) 418-8879