PRICE PARKINSON & KERR, PLLC

David R. Parkinson (8258)

Ronald F. Price (5535)
5742 West Harold Gatty Drive
Salt Lake City, UT 84116
Telephone: (801) 530-2900
Facsimile: (801) 530-2959

Attorney for Plaintiff

IN THE FOURTH JUDICIAL DISTRICT COURT

STATE OF UTAH, COUNTY OF UTAH

)
iDrive Logistics, LLC )
)
Plaintiff,
) COMPLAINT
vs. )
)
IntegraCore, LLC ) Civil No. _________________
)
Defendant. ) Judge: ___________________
)
)
)

Plaintiff iDrive Logistics, LLC (“Plaintiff” or “iDrive”) hereby complains of Defendant

IntegraCore, LLC (“Defendant” or “IntegraCore”), as follows:

PARTIES

1. Plaintiff is a Georgia Limited Liability Company with its principal place of

business in Utah County, Utah. Plaintiff is a logistics management firm that provides services

that reduce transportation expenses and improve transportation practices for its clients.
 2. Defendant is a Utah limited liability company with its headquarters and principal

place of business in Salt Lake County, Utah. Defendant provides outsource turnkey fulfillment

center and distribution warehousing services to a broad range of clients.

JURISDICTION AND VENUE

3. This Court has personal jurisdiction over Defendant, because it transacts business

in the State of Utah in connection with the subject matter of this Complaint, and because

Defendant has caused harm to Plaintiff in the State of Utah. Jurisdiction is proper in this Court

pursuant to Utah Code Ann. § 78A-5-102(1).

4. Venue properly lies in Utah County, Utah, under Utah Code Ann. § 78B-3-

304(2).

GENERAL ALLEGATIONS

5. In March 2009, representatives of iDrive began having conversations with

representatives of IntegraCore regarding IntegraCore’s shipping contracts with United Parcel

Service, Inc. (“UPS”), FedEx Corporation (“Fed X”), United States Postal Service (“USPS”),

DHL , LTL among others (collectively referred to herein as the “Carriers”).

6. From March 2009 through the end of 2009, iDrive and IntegraCore discussed the

possibility of an agreement through which iDrive would provide services to IntegraCore.

7. In mid February, 2010, iDrive and IntegraCore executed an agreement entitled

Pricing Optimization and Audit Service Agreement (“2010 Agreement”). The 2010 Agreement

is attached hereto as Exhibit 1.

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 8. Pursuant to the terms of the 2010 Agreement, iDrive was authorized to

exclusively manage the negotiation process between IntegraCore and the Carriers. Id. at ¶1(a).

The savings attributable to iDrive’s work was to be determined by comparing incentives being

offered by the Carriers to IntegraCore prior to execution of the 2010 Agreement, and those

received by IntegraCore after execution of the 2010 Agreement. Id.

9. Pursuant to the terms of the 2010 Agreement, iDrive was to be compensated

thirty-eight percent (38%) of savings that IntegraCore received from the Carriers. Id. at ¶

4(a)(1) (“iDRIVE shall receive thirty-eight percent (38%) of savings that CUSTOMER derives

from iDRIVE’s optimization service.”)

10. In March 2010, iDrive sent IntegraCore several reports detailing strategy for

negotiating with the various Carriers to improve rates and incentives being charged to

IntegraCore by the Carriers. In March 2010, IntegraCore informed iDrive that it preferred to

conduct the negotiations with the Carriers by itself.

11. In April, 2010, IntegraCore informed iDrive that “everything looks good with the

reports.”

12. From May through September, 2010, iDrive and IntegraCore engaged in several

communications regarding the negotiations with the Carriers.

13. Without iDrive’s knowledge, starting in February 2010, IntegraCore secretly

began implementing many of the suggested optimization services provided by iDrive, and began

receiving the savings resulting from the implementation of the suggested optimization strategies.

IntegraCore failed and/or refused to provide iDrive with information regarding the

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implementation of the optimization services and the resulting savings achieved by IntegraCore as

a result of iDrive’s services.

14. In October 2010, representatives of IntegraCore, including IntegraCore’s

President and Owner, Ted Broman, and representatives of iDrive, including iDrive CEO Shaun

Rothwell, met to discuss the problems with IntegraCore’s lack of cooperation and performance

under the 2010 Agreement. During these conversations, Ted Broman acknowledged that iDrive

was due compensation under various Carrier agreements.

15. For the rest of 2010, Mr. Rothwell and Mr. Broman had several communications

regarding IntegraCore’s failure to abide by the terms of the 2010 Agreement. During these

discussions, Mr. Broman and Mr. Rothwell reviewed the terms of the 2010 Agreement, and

reached a settlement on behalf of IntegraCore and iDrive with regard to the dispute over the 2010

Agreement.

16. As part of these negotiations, iDrive conceded to waive IntegraCore’s various

breaches of the 2010 Agreement, and to allow IntegraCore a fresh start with a new agreement.

17. Accordingly, on January 13, 2011, iDrive and IntegraCore entered into a second

agreement titled “Pricing Optimization and Audit Service Agreement” (the “2011 Agreement,”

attached hereto as Exhibit 2). Mr. Broman executed the 2011 Agreement on behalf of

IntegraCore.

18. As IntegraCore had previously asserted that it was not clear as to its obligations

arising from the 2010 Agreement, prior to execution of the 2011 Agreement, Mr. Broman and

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Mr. Rothwell discussed the material terms of the 2011 Agreement to ensure IntegraCore was

clear as to its obligations moving forward under the 2011 Agreement.

19. Ted Broman assured Mr. Rothwell that previous problems under the 2010

Agreement would be resolved. Mr. Broman represented that many of IntegraCore’s failures to

comply with the 2010 Agreement had arisen because IntegraCore employee Rob Glance had

been responsible, and that Mr. Glance was ill equipped to handle shipping issues.

20. Mr. Broman requested that Mr. Rothwell provide a suggestion as to who Mr.

Broman could hire to deal with logistics issues inside IntegraCore. Mr. Rothwell suggested that

Mr. Broman hire Thad Haderlie to be responsible for logistics inside IntegraCore. Mr. Broman

followed Mr. Rothwell’s direction and hired Mr. Haderlie.

21. Mr. Broman represented to Mr. Rothwell that Mr. Broman would be heavily

involved in the day-to-day management of logistics to ensure IntegraCore’s compliance with the

terms of the 2011 Agreement.

22. Pursuant to the terms of the 2011 Agreement, iDrive was again given exclusive

authority to negotiate and optimize the shipping arrangements IntegraCore had with the Carriers.

See 2011 Agreement, Exhibit 2, at 1, ¶1(a) (“All significant logistics decisions will flow through

iDrive for review.”)

23. The 2011 Agreement provides that iDrive will be compensated by IntegraCore

for shipping optimization services based upon the savings achieved by IntegraCore during the

term of the contract:

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 Savings attributed to iDRIVE’S contract negotiation with the carriers will be
determined by comparing incentives currently being offered to CUSTOMER
under the contract(s) from the Carrier(s) in effect on the date of this Agreement,
less the new incentives achieved from the Carrier(s) after the date hereof and will
be calculated based on CUSTOMER’S actual shipping data.

Id.
24. The term of the 2011 Agreement varies depending on Defendant’s specific

contract with each Carrier. The 2011 Agreement term begins to run as to each Carrier three

years from the date that Carrier’s existing agreement with IntegraCore is modified:

Agreement Term

This [A]greement is considered in force from the date of execution. For

compensation purposes the term of this [A]greement for Pricing Optimization
Services will be three (3) years from the date that the CUSTOMER executes an
initial or new revision of an existing Agreement(s) with the Carrier(s). Any new
Carrier agreement signed by CUSTOMER during a period of three years after the
execution date of this [A]greement shall be deemed to be based on iDRIVE’s
optimization efforts, whether negotiated directly with the Carrier(s) by iDRIVE,
CUSTOMER or any other party will be billable for 36 months from new carrier
agreement date.

Id. at 2.

25. The 2011 Agreement requires that Defendant compensate iDrive thirty-eight

(38%) of all optimization improvements achieved during the term of the Agreement:

Service, Fees, Invoices and Payment

. . . . iDrive shall receive thirty-eight percent (38%) of savings that the

CUSTOMER derives from iDrive’s optimization service. All improvements
made to any of CUSTOMER’s contract(s) with Carrier(s) between the signature
date on this Agreement and the end of the Agreement term are considered the
results of iDrive’s optimization service.

Id. at ¶ 3(a)(1).

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 26. The 2011 Agreement also requires IntegraCore to notify iDrive of any changes to

the terms of any agreement with any Carrier:

CUSTOMER is obligated to notify iDRIVE of any changes to Carrier’s contract

or terms and conditions, sixty days prior to implementation.

Id. at 1(c).

27. In February of 2011, Defendant provided iDrive with copies of the UPS

and FedEx agreements then in effect for the purpose of 1) establishing the contractual

baseline upon which optimization efforts would be based and 2) allowing iDrive to

analyze the then current agreement for the purpose of developing a customized

optimization strategy.

28. iDrive utilized the agreements and the historical shipping data provided by

Defendant to develop strategies to be used by iDrive and IntegraCore in negotiating

better shipping arrangements with UPS and FedEx.

29. On or about February 21, 2011, iDrive representatives had a conference

call with Thad Haderlie, the new IntegraCore employee designated by Ted Broman to be

responsible for implementation of the iDrive optimization services at IntegraCore, to

communicate the UPS and FedEx strategies developed by iDrive for Defendant.

30. iDrive communicated its recommendations to Defendant in a written

document, dated February 21, 2011. See Memorandum from Carl Hutchinson to Thad

Haderlie, dated February 21, 2011, attached hereto as Exhibit 3. The strategies included

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a recommendation regarding discount levels on services, a discount on “Residential

Surcharges,” and changes to the “Ground Minimum Revenue per Piece” charges. See id.

31. During his conversation with iDrive, Thad Haderlie committed to begin

the process of requesting new proposals from UPS and FedEx. Mr Haderlie informed

iDrive representatives that the implementation of these changes, and further negotiations

with the USPS, would be his top priority.

32. In July, 2011, Carl Hutchinson visited Utah and requested an appointment

with Thad Haderlie to follow up on the progress of implementation of the iDrive

proposals and negotiations with UPS and FedEx.

33. Thad Haderlie indicated that he did not have time to meet with Mr.

Hutchinson, but that he would follow up with Shaun Rothwell. Mr. Haderlie also

represented at this time that there had been no changes to any arrangement with any of

the Carriers.

34. For the remainder of 2011, iDrive reached out several more times to Mr.

Haderlie, requesting information and updates regarding the status of implementation of

the iDrive recommendations and the negotiations with the Carriers. In each instance, Mr.

Haderlie indicated there had been no changes to any arrangement with any Carrier. Ted

Broman had knowledge of Mr. Haderlie’s statements, and instructed Mr. Haderlie as to

what information iDrive was to receive from IntegraCore.

35. During this time, the volume of USPS shipments being made by

IntegraCore using the iDrive negotiated USPS rates began to dramatically decrease.

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iDrive representative Carl Hutchinson reached out to Mr. Haderlie to ask Mr. Haderlie

why the IntegraCore USPS volume had disappeared.

36. In a communication with Shaun Rothwell, Mr. Haderlie, under the

direction of Ted Broman, told Mr. Rothwell the IntegraCore customers were now using

their own USPS rates. This assertion was untrue, and was calculated by Mr. Broman and

Mr. Haderlie to deceive iDrive into believing it was entitled to less compensation under

the 2011 Agreement than what iDrive was actually owed.

37. Mr. Rothwell determined to conduct an informal investigation to validate

IntegraCore’s claims with regard to shipments using the USPS. Mr. Rothwell talked to

representatives from a USPS supplier, Endicia. In that conversation, Endicia informed

Mr. Rothwell that IntegraCore customers were in fact still using IntegraCore’s USPS

rates.

38. Mr. Rothwell also had a discussion with representatives of a large

IntegraCore client, named Doterra, who informed Mr. Rothwell that Doterra was

shipping ever increasing numbers of packaging by USPS, using the IntegraCore USPS

rates.

39. Mr. Rothwell ultimately learned from his conversations with Endicia

Doterra and others that the USPS agreement IntegraCore was using to make USPS

shipments belonged to a company named USS, a competitor of iDrive.

40. Mr. Rothwell was informed that, in violation of the 2011 Agreement,

IntegraCore, under the direction of Ted Broman, had decided to use the USS rates as part

Page 9 of 27
of a calculated effort to deprive iDrive of compensation for optimization services due

iDrive under the 2011 Agreement. In violation of the express terms of the 2011

Agreement, IntegraCore usurped for themselves the compensation due iDrive for USPS

shipments made during the term of the 2011 Agreement.

41. iDrive does not currently have enough information to fully determine the

amount of damages it has suffered as a result of IntegraCore’s diversion of USPS

shipments and related USPS revenue from iDrive. However, iDrive currently estimates it

has been deprived of not less than $2,200,000 in compensation due under the terms of the

2011 Agreement.

42. iDrive negotiated its agreement with the USPS based upon the information

IntegraCore provided with regard to the volume of USPS shipments IntegraCore

customers, including Doterra, had historically made through the USPS. iDrive was able

to negotiate a lower rate with the USPS based upon volumes shipped by other iDrive

customers and IntegraCore.

43. When IntegraCore failed to make shipments as required by the terms of

the 2011 Agreement, the overall volume of USPS shipments by iDrive customers

declined, as a result, iDrive lost some of the benefit of its agreement with the USPS and

suffered additional damages in an amount to be proven at trial.

44. From January of 2011 through July 2011, Mr. Haderlie, under the

direction of Ted Broman, repeatedly represented to iDrive representatives that no changes

had been made to the Carrier Agreements in accordance with the iDrive

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recommendations. In July, 2012, Shaun Rothwell requested copies of all Carrier

agreements to verify that no changes to the agreements had been made.

45. Finally, in October, 2012, Mr. Haderlie sent iDrive a package containing

what Mr. Haderlie represented to be the current agreements with UPS and FedEx. iDrive

determined that these were the same agreements Defendant had provided to iDrive in

2011.

46. A review of the actual shipping data, (received by iDrive as part of its

auditing function under the Agreement), revealed that the agreements provided by Mr.

Haderlie in October, 2012, did not accurately reflect the pricing terms actually being

charged by either UPS or FedEx.

47. Upon iDrive completing its comparison between the agreement terms and

the actual shipping data, Shaun Rothwell communicated the details of his findings to Mr.

Haderlie, informing Mr. Haderlie that Defendant was acting contrary to its obligations

under the 2011 Agreement.

48. Mr. Haderlie responded that he was out of the office with a new baby, but

that he would address the findings upon his return to work.

49. In November 2012, Mr. Rothwell reached out again to Mr. Haderlie to

discuss specific findings regarding the UPS and the FedEx agreements. Mr. Rothwell

presented evidence to Mr. Haderlie that several of the items from the strategy proposed

by iDrive had in fact been implemented by Defendant.

Page 11 of 27
 50. In November 2012, Mr. Rothwell met with Mr. Haderlie in person in Mr.

Haderlie’s office. In this meeting, Mr. Haderlie admitted to Mr. Rothwell that the UPS

had indeed issued IntegraCore new rates. During this meeting, Mr. Haderlie refused to

provide Mr. Rothwell with any specific information about the new rates.

51. Mr. Rothwell informed Mr. Haderlie that he would need to speak with

IntegraCore’s owner and President, Ted Broman. Mr. Haderlie informed Mr. Rothwell

that Ted Broman was aware of every detail relating to transportation management at

IntegraCore. Mr. Rothwell then had a call with Ted Broman to discuss IntegraCore’s

breach of the 2011 Agreement. In this call, Ted Broman admitted to Mr. Rothwell that

he knew there had been changes to the Carrier agreements, but Mr. Broman was

unwilling to provide any information regarding these changes.

52. In November 2012, iDrive provided IntegraCore with a spreadsheet

detailing iDrive’s analysis of the savings iDrive determined were due under the 2011

Agreement for optimization savings achieved with UPS from October 29, 2011 through

October 31, 2012. See IntegraCore Evaluation of Savings from Data, October 29, 2011 –

October 31, 2012, attached hereto as Exhibit 4.

53. The November 2012 spreadsheet reflects that, starting with the October

29, 2011 UPS invoice, many of the iDrive negotiating strategies had been implemented

and suggested price optimizations had been achieved. See id. The shipping data was

pulled starting on October 29, 2011 and the amount of actual contract optimization was

calculated in the spreadsheet. See id. The spreadsheet reflects that for the time period

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reflected in the spreadsheet, IntegraCore had achieved savings of more than $936,986.30.

As such, just with regard to the time period set forth in the spreadsheet, IntegraCore had

failed to compensate iDrive $356,054.79, (plus $28,526.83 in late fees), as required by

the 2011 Agreement.

54. From the information it has gathered to date, iDrive calculates it is owed

not less than $1,710,000 over the life of the IntegraCore Agreement for optimization

savings achieved with UPS alone. This estimate fails to take into consideration

additional savings which may apply to the UPS arrangement, but iDrive has been unable

to ascertain these additional amounts because of IntegraCore ongoing refusal to provide

the information.

55. iDrive believes that discovery will reveal that IntegraCore, in violation of

the 2012 Agreement and in violation of its purported “core value” of “integrity,” has

secretly implemented iDrive optimization recommendations and achieved additional

savings which IntegraCore has hidden from iDrive. iDrive reserves the right to amend

this Complaint to address further discoveries as they become apparent through the

discovery process.

FIRST CLAIM FOR RELIEF: BREACH OF CONTRACT

56. Plaintiff incorporates the foregoing paragraphs as if fully stated herein.

57. The 2011 Agreement constitutes a binding, legal contract between iDrive and

IntegraCore.

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 58. IntegraCore breached the 2011 Agreement in at least the following ways: 1)

IntegraCore failed to flow all significant logistics decisions through iDrive; 2) IntegraCore failed

to timely provide iDrive with information regarding changes in its arrangements with Carriers; 3)

IntegraCore failed to make all information regarding all IntegraCore’s relationships with all

Carriers available to iDrive; 4) IntegraCore failed to inform iDrive of material changes to its

agreements with Carriers, within 60 days prior to implementing those changes; 5) IntegraCore

failed to advise iDrive that changes had occurred in the amounts charged by Carriers for services

that gave rise to an obligation by IntegraCore to compensate iDrive pursuant to the Agreement;

6) IntegraCore failed to compensate iDrive for changes in its arrangements with Carriers as

required by the terms of the 2011 Agreement; 7) IntegraCore diverted USPS shipments that were

required to be made on the iDrive negotiated USPS contract, and instead secretly and without

iDrive’s knowledge or consent made those shipments using a different USPS contract and rate;

and 8) IntegraCore failed to make further payments to iDrive for optimization services in

accordance with the terms of the 2011 Agreement.

59. As a result of IntegraCore’s breaches of the Agreement, iDrive has been injured

and suffered damages in an amount to be proven at trial. iDrive currently estimates that the

amount of damages is not less than $3,900,000, based upon savings achieved by IntegraCore on

shipments made on UPS and USPS alone.

SECOND CLAIM FOR RELIEF: BREACH OF COVENANT OF GOOD FAITH AND

FAIR DEALING

60. iDrive incorporates the foregoing paragraphs as if fully stated herein.

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 61. IntegraCore has a duty to fulfill the obligations set forth in the 2011 Agreement

with good faith and to deal fairly with iDrive.

62. IntegraCore breached the covenant of good faith and fair dealing arising from the

2011 Agreement in at least the following ways: 1) IntegraCore failed to flow all significant

logistics decisions through iDrive; 2) IntegraCore failed to timely provide iDrive with

information regarding changes in its arrangements with Carriers; 3) IntegraCore failed to make

all information regarding all IntegraCore’s relationships with all Carriers available to iDrive; 4)

IntegraCore failed to inform iDrive of material changes to its agreements with Carriers, within

60 days prior to implementing those changes; 5) IntegraCore failed to advise iDrive that changes

had occurred in the amounts charged by Carriers for services that gave rise to an obligation by

IntegraCore to compensate iDrive pursuant to the Agreement; 6) IntegraCore failed to

compensate iDrive for changes in its arrangements with Carriers as required by the terms of the

2011 Agreement; 7) IntegraCore diverted USPS shipments that were required to be made on the

iDrive negotiated USPS contract, and instead secretly and without iDrive’s knowledge or

consent made those shipments using a different USPS contract and rate; and 8) IntegraCore

failed to make further payments to iDrive for optimization services in accordance with the terms

of the 2011 Agreement.

63. As a result of IntegraCore’s breaches of the covenant of good faith and fair

dealing arising from the 2011 Agreement, iDrive has been injured and suffered damages in an

amount to be proven at trial. IntegraCore’s breaches of the covenant of good faith and fair

dealing, iDrive has been injured and suffered damages in an amount to be proven at trial, but in

Page 15 of 27
any event currently estimated to be not less than $3,900,000, based upon savings achieved by

iDrive on shipments made on UPS and USPS alone.1

THIRD CLAIM FOR RELIEF: UNJUST ENRICHMENT

64. iDrive incorporates the foregoing paragraphs as if fully stated herein.

65. In the alternative to iDrive’s claims for Breach of Contract (First Claim for

Relief) and Breach of the Covenant of Good Faith and Fair Dealing (Second Claim for Relief),

iDrive asserts that IntegraCore has been unjustly enriched as a result of the conduct set forth

above.

66. By conducting an evaluation of IntegraCore’s Carrier agreements, and providing

IntegraCore the recommendations arising from that analysis, iDrive conferred a benefit on

IntegraCore.

67. On several occasions, IntegraCore expressed appreciation and acknowledged to

iDrive that a benefit had been conferred on IntegraCore by iDrive.

68. The acceptance, retention and use by IntegraCore of information, analysis and

strategies conveyed by iDrive was of benefit to IntegraCore. Under the circumstances set forth

above, it would be inequitable to iDrive for IntegraCore to retain the benefit conveyed by iDrive

without payment to iDrive of the value of the benefit.

FOURTH CLAIM FOR RELIEF: CONSTRUCTIVE TRUST

69. iDrive incorporates the foregoing paragraphs as if fully stated herein.

1
IntegraCore also has significant spends with DHL, FedEx and multiple LTL carriers. In violation of the 2011
Agreement, IntegraCore has not provided information for the other Carriers. iDrive believes this information will
reveal that IntegraCore owes additional money to iDrive.

Page 16 of 27
 70. IntegraCore engaged in several wrongful acts, including but not limited to

breaches of contract, breaches of the covenant of good faith and fair dealing, misrepresentations,

and willful concealment of material facts.

71. As a result of IntegraCore’s actions in this case, IntegraCore has been unjustly

enriched.

72. iDrive can trace specific amounts of money received by IntegraCore as a result of

its wrongful behavior.

73. Injustice would result if IntegraCore were able to keep money that rightfully

belongs to iDrive.

FIFTH CLAIM FOR RELIEF: CONVERSION

74. iDrive incorporates the foregoing paragraphs as if fully stated herein.

75. IntegraCore was obligated to compensate iDrive under the terms of the 2011

Agreement.

76. IntegraCore knew and understood it owed iDrive compensation and the amount of

compensation owed iDrive when it became due.

77. In willful interference with iDrive’s right to compensation under the terms of the

2011 Agreement, IntegraCore withheld the money to which IntegraCore knew iDrive was

entitled to possession.

78. IntegraCore was without lawful justification to interfere with iDrive’s use and

enjoyment of money owed iDrive under the terms of the 2011 Agreement. As a direct result of

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IntegraCore’s actions, iDrive was deprived of use and possession of compensation to which

iDrive was entitled.

79. As a direct result of IntegraCore’s conversion, iDrive has been damaged in an

amount to be proven at trial, but in any event not less than $3,900,000.

80. In addition, as a result of IntegraCore’s willful misconduct and wonton

disregard for iDrive’s rights in this matter, iDrive is entitled to an award of punitive

damages.

SIXTH CLAIM FOR RELIEF: FRAUDULENT MISREPRESENTATION

81. iDrive incorporates the foregoing paragraphs as if fully stated herein.

82. On or about February 21, 2011, iDrive representatives that included Carl

Hutchinson had a conference call with Thad Haderlie, IntegraCore’s designated

representative, to communicate the UPS and FedEx strategies developed by iDrive for

Defendant.

83. During this conversation with iDrive, Thad Haderlie, under the direction

of Ted Broman, requested that iDrive forego its right to negotiate with the Carriers on

IntegraCore’s behalf, that iDrive agree to forego iDrive’s contractual right to direct and

manage the implementation of the iDrive strategies, and to allow IntegraCore to

implement the strategies on its own, without iDrive’s assistance or participation.

84. To induce iDrive to forego its contractual rights to negotiate on

IntegraCore’s behalf, to manage the implementation of iDrive’s recommendations, and to

to implement the iDrive strategies on behalf of IntegraCore, Mr. Haderlie, under the

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direction of Mr. Broman, made the following statements that Mr. Haderlie and Mr.

Broman knew were not true when the statements were made: 1) Mr. Haderlie, under Mr.

Broman’s direction, informed the iDrive representatives that IntegraCore would

immediately begin the process of requesting new proposals from the Carriers, with

priority emphasis on UPS and FedEx; 2) Mr. Haderlie, under Mr. Broman’s direction,

represented that IntegraCore believed that negotiations between IntegraCore and the

Carriers directly would be more effective without iDrive’s participation; 3) Mr. Haderlie,

under Mr. Broman’s direction, represented that IntegraCore would keep iDrive

representatives informed of the progress of his negotiations with the Carriers; and 4) Mr.

Haderlie, under Mr. Broman’s direction, represented that implementation of the

recommendations provided by iDrive on February 21, 2011, would be his top priority.

85. At the time these representations were made, Mr. Haderlie and Mr.

Broman knew that IntegraCore would not immediately make implementation of the

iDrive recommendations a priority, did not believe that negotiations between IntegraCore

and the Carriers directly would be more effective without iDrive, and had no intention of

keeping iDrive in the loop with regard to negotiations between IntegraCore and the

Carriers.

86. Based upon these assertions by Mr. Haderlie, under the direction of Mr.

Broman, iDrive was induced to forego its contractual right to negotiate with the Carriers

on IntegraCore’s behalf, iDrive was induced to forego its contractual right to manage the

Page 19 of 27
implementation of iDrive’s strategy and recommendations, and iDrive was induced to

allow IntegraCore to implement the iDrive strategies without iDrive’s participation.

87. As a direct result of these misrepresentations in February 2011 by Mr.

Haderlie, made under the direction of Mr. Broman, iDrive has been injured and suffered

damages. Specifically, iDrive has been deprived of the profits it would have received had

iDrive controlled the prompt implementation of its strategies at IntegraCore, profits

iDrive would have made had iDrive been in control of the negotiations between

IntegraCore and the Carriers, and profits iDrive would have made had iDrive not deferred

its right to control information regarding IntegraCore’s logistics.

88. From February to July 2011, iDrive representatives, including Mr.

Hutchinson, made several phone calls to Mr. Haderlie to ascertain the status of

negotiations with the Carriers.

89. Most of these calls were not returned. However, on at least two occasions

Mr. Haderlie, under the direction of Ted Broman, informed iDrive representatives by

phone that there had been no progress on IntegraCore’s negotiations with any Carrier.

90. Mr. Haderlie’s statements, made under the direction of Mr. Broman, with

regard to the progress of negotiations with the Carriers made from February 2011 through

July 2011 were known by Mr. Haderlie and Mr. Broman to be false when the statements

were made. Mr. Haderlie, under the direction of Ted Broman, falsely misrepresented the

status of negotiations with the Carriers for the purpose of inducing iDrive to continue to

forego its contractual right to negotiate with the Carriers on IntegraCore’s behalf, to

Page 20 of 27
induce iDrive to continue to forego its contractual right to manage the implementation of

iDrive’s strategy and recommendations, and to continue to induce iDrive to allow

IntegraCore to implement the iDrive strategies without iDrive’s participation.

91. In reasonable reliance and in ignorance of the falsity of IntegraCore’s

statements with regard to the progress of negotiations with the Carriers, iDrive was

further induced to forego its contractual right to negotiate with the Carriers on

IntegraCore’s behalf, iDrive was further induced to forego its contractual right to manage

the implementation of iDrive’s strategy and recommendations, and iDrive was further

induced to allow IntegraCore to implement the iDrive strategies without iDrive’s

participation.

92. As a direct result of these misrepresentations in February 2011 through

July 2011 made by Mr. Haderlie under the direction of Mr. Broman, iDrive has been

injured and suffered damages. Specifically, iDrive has been deprived of the profits it

would have received had iDrive controlled the prompt implementation of its strategies at

IntegraCore, profits iDrive would have made had iDrive been in control of the

negotiations between IntegraCore and the Carriers, and profits iDrive would have made

had iDrive not foregone its right to control information regarding IntegraCore’s logistics.

93. In July 2011, Carl Hutchinson visited Utah and requested an appointment

with Thad Haderlie to follow up on the progress of implementation of the iDrive

proposals and negotiations with UPS and FedEx.

Page 21 of 27
 94. Thad Haderlie indicated that he did not have time to meet with Mr.

Hutchinson, but that he would follow up with Shaun Rothwell. Mr. Haderlie, under the

direction of Mr. Broman, again knowingly misrepresented IntegraCore’s efforts with

regard to implementation of the iDrive strategies.

95. From July 2011 through the end of December 2011, iDrive

representatives, including Mr. Hutchinson and Mr. Rothwell, reached out several times to

Mr. Haderlie and Ted Broman, requesting information and updates regarding the status of

implementation of the iDrive recommendations and the negotiations with the Carriers. In

each instance, Mr. Haderlie, under the direction of Mr. Broman, again misrepresented the

progress of negotiations with the Carriers made from July 2011 through the end of

December 2011.

96. Mr. Haderlie, under the direction of Ted Broman, falsely misrepresented

the status of negotiations with the Carriers for the purpose of inducing iDrive to continue

to forego its contractual right to negotiate with the Carriers on IntegraCore’s behalf, to

induce iDrive to continue to forego its contractual right to manage the implementation of

iDrive’s strategy and recommendations, and to continue to induce iDrive to allow

IntegraCore to implement the iDrive strategies without iDrive’s participation.

97. In reasonable reliance and in ignorance of the falsity of IntegraCore’s

statements with regard to the progress of negotiations with the Carriers from July 2011

through the end of December 2011, iDrive was further induced to forego its contractual

right to negotiate with the Carriers on IntegraCore’s behalf, iDrive was further induced to

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forego its contractual right to manage the implementation of iDrive’s strategy and

recommendations, and iDrive was further induced to allow IntegraCore to implement the

iDrive strategies without iDrive’s participation.

98. As a direct result of these misrepresentations from July 2011 through the

end of December 2011, iDrive has been injured and suffered damages. Specifically,

iDrive has been deprived of the profits it would have received had iDrive controlled the

prompt implementation of its strategies at IntegraCore, profits iDrive would have made

had iDrive been in control of the negotiations between IntegraCore and the Carriers, and

profits iDrive would have made had iDrive not foregone its right to control information

regarding IntegraCore’s logistics.

99. From January of 2012 through July 2012, iDrive representatives, including

Mr. Hutchinson and Mr. Rothwell, made several more requests of Mr. Haderlie for

information regarding the status of negotiations with Carriers. In each of these

communications, Mr. Haderlie, under the direction of Ted Broman, falsely represented to

iDrive representatives, including Mr. Hutchinson and Mr. Rothwell, that no changes had

been made to the Carrier Agreements. Mr. Haderlie and Ted Broman knew these

assertions with regard to Carrier arrangements were false when made.

100. Mr. Haderlie, under the direction of Mr. Broman, made the

misrepresentations with regard to the status of Carrier negotiations from January 2012

through July 2012 with the intention of inducing iDrive into believing the false

statements, into believing that iDrive was not entitled to optimization compensation, and

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into further foregoing its contractual rights to control negotiations with Carriers and all

information related to the negotiations with the Carriers.

101. In reasonable reliance and in ignorance as to the falsity of IntegraCore’s

statements with regard to the lack of progress with Carriers from January 2012 through

July 2012, iDrive relied upon the statements and was further deprived of compensation

due iDrive under the 2011 Agreement, and was induced to continue to further forego its

contractual rights to control negotiations with the Carriers, and to access to and control of

all information related to the negotiations with the Carriers. As a result, iDrive was

damaged by the misrepresentations.

102. Finally, in July, 2012, Shaun Rothwell requested from IntegraCore copies

of all current Carrier agreements to verify that no changes to the agreements had been

made.

103. After delaying several months, in October, 2012, Mr. Haderlie, under the

direction of Mr. Broman, sent iDrive a package containing what Mr. Haderlie, under the

direction of Mr. Broman, represented to be the current agreements with UPS and FedEx.

When Mr. Haderlie, under the direction of Ted Broman, represented that these

agreements were the then current agreements with Carriers, Mr. Haderlie and Mr.

Broman knew this representation was false.

104. Mr. Haderlie, under the direction of Mr. Broman, falsely represented that

the agreements provided to Mr. Rothwell in October 2012 were then current for the

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purpose of inducing iDrive into believing that the agreements were then current, and that

no changes had been made to IntegraCore’s arrangement with the Carriers.

105. Shortly after receiving the agreements from Mr. Haderlie, iDrive

representatives determined that the Carrier agreements provided by Mr. Haderlie were the

same Carrier agreements IntegraCore had provided to iDrive at the commencement of the

2011 Agreement.

106. iDrive became suspicious and conducted a review of the actual shipping

data, (received by iDrive as part of its auditing function under the 2011 Agreement). The

review revealed that the agreements Mr. Haderlie provided to Mr. Rothwell in October

2012 were in fact not current, and did not reflect the pricing terms actually being charged

by either UPS or FedEx.

107. Upon iDrive completing the review in October 2012, Shaun Rothwell

communicated the details of his findings to Mr. Haderlie and Ted Broman, informing

them that Defendant was acting contrary to its obligations under the 2011 Agreement.

108. Mr. Haderlie responded that he was out of the office with a new baby but

he would address the findings upon his return to work.

109. In November 2012, Mr. Rothwell again reached out to Mr. Haderlie and

Ted Broman to discuss specific findings regarding the UPS and the FedEx agreements.

Mr. Rothwell presented evidence to Mr. Haderlie that several of the items from the

strategy proposed by iDrive had in fact been implemented by Defendant.

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 110. In November 2012, Mr. Rothwell met with Mr. Haderlie in person in Mr.

Haderlie’s office. In this meeting, Mr. Haderlie admitted to Mr. Rothwell that UPS had

indeed issued IntegraCore new rates. During this meeting, Mr. Haderlie refused to

provide Mr. Rothwell with any specific information about the new rates.

111. Mr. Rothwell informed Mr. Haderlie that he would need to speak with

IntegraCore’s owner and President, Ted Broman. Mr. Haderlie informed Mr. Rothwell

that Ted Broman was aware of every detail relating to transportation management at

IntegraCore. Mr. Rothwell then had a call with Ted Broman to discuss IntegraCore’s

breach of the 2011 Agreement. In this call, Ted Broman admitted to Mr. Rothwell that

he knew there had been changes to the Carrier agreements, but Mr. Broman was

unwilling to provide any information regarding these changes.

112. Based upon the misrepresentations set forth above, iDrive was induced to

forego its contractual right to negotiate with the Carriers on IntegraCore’s behalf, iDrive

was induced to forego its contractual right to manage the implementation of iDrive’s

strategy and recommendations, and iDrive was induced to allow IntegraCore to

implement the iDrive strategies without iDrive’s participation.

113. As a direct result of the misrepresentations above, iDrive has been injured

and suffered damages. Specifically, iDrive has been deprived of the profits it would have

received had iDrive controlled the prompt implementation of its strategies at IntegraCore,

profits it would have received had iDrive been in control of the negotiations between

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IntegraCore and the Carriers, and profits it would have received had iDrive not deferred

its right to control information regarding IntegraCore’s logistics.

114. In addition, as a result of IntegraCore’s willful misconduct and wonton

disregard for iDrive’s rights in this matter, iDrive is entitled to an award of punitive

damages.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for relief as follows:

1. For an award of damages not less than $3,900,000, plus interest, fees and costs

through judgment;

2. For an award of attorneys’ fees and costs, as allowed by law;

3. For an award of punitive damages, as allowed by law;

4. For such other and further relief as the Court deems just and proper.

Dated this 15th day of March, 2013,

/s/ David R. Parkinson

David R. Parkinson
Price Parkinson & Kerr, PLLC
Attorney for Plaintiffs

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