Zango Inc v. Internet Brands Inc Doc.

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Case 2:07-cv-00506-RSL Document 7 Filed 06/21/2007 Page 1 of 7

1 THE HONORABLE ROBERT S. LASNIK

6 UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF WASHINGTON
7 AT SEATTLE

8 Zango, Inc., f/k/a 180solutions, Inc., )

a Washington corporation, a/k/a MetricsDirect, )
9 )
Plaintiff, ) No. CV 7-506 RSL
10 )
v. ) PLAINTIFF ZANGO, INC.'S ANSWER
11 ) AND AFFIRMATIVE DEFENSES TO
Internet Brands, Inc., a Delaware Corporation ) DEFENDANT INTERNET BRANDS,
12 d/b/a Cars Direct, ) INC.'S COUNTERCLAIM
)
13 Defendant. )
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COMES NOW plaintiff Zango, Inc. to admit, deny, and aver in response to defendant
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Internet Brands, Inc.’s counterclaim as follows:
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ANSWER TO COUNTERCLAIM
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1. Plaintiff admits the allegations in paragraph 1 of the Counterclaim.
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2. Plaintiff admits the allegations in paragraph 2 of the Counterclaim.
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3. Answering paragraph 3, Plaintiff admits that it entered into a contract with defendant
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Internet Brands to provide Internet Brands with Internet advertising. Plaintiff Zango further admits
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that it is one of the leading providers of Internet search marketing solutions and, specifically,
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Internet advertising targeted to the goods and services prospective customers are researching or
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shopping for online. Plaintiff denies that 180technologies was a “division” of 180solutions, Inc.
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Except as explicitly admitted or denied, Plaintiff is without sufficient information either to admit or
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deny the other allegations in this paragraph and therefore it denies the same.
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 1 Fax: (206) 224-5659

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 Case 2:07-cv-00506-RSL Document 7 Filed 06/21/2007 Page 2 of 7

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4. Answering paragraph 4, Plaintiff is without sufficient information either to admit
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or deny the allegations in paragraph 4 and therefore it denies the same.
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5. Answering paragraph 5, Plaintiff admits that web users who install Plaintiff’s
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software program (and thereby gain free access to content such as games, screen savers, and
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video downloads) do so voluntarily and with the understanding that, in a model much like
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network television, they will have free access to content in exchange for viewing targeted
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advertising presented to them when they are engaged in Internet research and shopping.
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Plaintiff further admits that it fully explained this model to Internet Brands on many occasions,
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including prior to Internet Brands entering into a contract with Plaintiff for the delivery of
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advertisements. Plaintiff denies that the ads it presents to users “flash” to those users. Except as
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explicitly admitted or denied, Plaintiff is without sufficient information either to admit or deny
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the other allegations in this paragraph and therefore it denies the same.
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6. Plaintiff denies the allegations in paragraph 6 of the Counterclaim.
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7. Plaintiff admits the allegations in paragraph 7 of the Counterclaim.
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8. Plaintiff admits that it is capable of determining where the traffic originated (as
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was (and is) Internet Brands itself, independently), but denies the remainder of this allegation.
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9. Answering paragraph 9, Plaintiff is without sufficient information either to admit
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or deny the allegations in paragraph 9 therefore it denies the same.
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10. Answering paragraph 10, Plaintiff admits that traffic that originates only from the
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United States is more expensive than traffic containing non-U.S. consumers. Except as
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explicitly admitted, Plaintiff is without sufficient information either to admit or deny the other
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allegations in this paragraph and therefore it denies the same.
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11. Answering paragraph 11, Plaintiff admits that Internet Brands requested a refund
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based on its alleged lack of understanding regarding international traffic and that Plaintiff again
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explained (as it did prior to Internet Brands entering into a written agreement with Plaintiff) that
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 2 Fax: (206) 224-5659

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 Case 2:07-cv-00506-RSL Document 7 Filed 06/21/2007 Page 3 of 7

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traffic that originates only from the United States is more expensive than traffic containing non-
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U.S. consumers. Plaintiff admits that a portion of the funds paid to Plaintiff by Internet Brands
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for Internet traffic was directly related to international traffic. Except as explicitly admitted,
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Plaintiff is without sufficient information either to admit or deny the other allegations in this
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paragraph and therefore it denies the same.
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12. Answering paragraph 12, Plaintiff admits that Internet Brands has refused to pay
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for $419,827.26 in services that it contracted for with Plaintiff, but denies that Internet Brand
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has any valid basis for not paying these invoices. Plaintiff further admits that after its repeated
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demands for payment from Internet Brands were refused by Internet Brands, Plaintiffs was
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forced to proceed with its complaint in this matter to enforce its contact with Internet Brands.
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13. Answering paragraph 13, Plaintiff admits that it did terminate all work for
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Internet Brands when Internet Brands refused to pay for services that it had contracted for and
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received from Plaintiff.
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14. Plaintiff responds to paragraph 14 of the counterclaim by incorporating its
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responses to paragraphs 1-13 of the counterclaim.
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15. The allegations in paragraph 15 of the counterclaim are denied.
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16. The allegations in paragraph 16 of the counterclaim are denied.
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17. Plaintiff responds to paragraph 17 of the counterclaim by incorporating its
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responses to paragraphs 1-16 of the counterclaim.
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18. The allegations in paragraph 18 of the counterclaim are denied.
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19. Plaintiff responds to paragraph 19 of the counterclaim by incorporating its
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responses to paragraphs 1-18 of the counterclaim.
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20. The allegations in paragraph 20 of the counterclaim are denied.
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21. The allegations in paragraph 21 of the counterclaim are denied.
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 3 Fax: (206) 224-5659

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22. Plaintiff responds to paragraph 22 of the counterclaim by incorporating its
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responses to paragraphs 1-21 of the counterclaim.
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23. The allegations in paragraph 23 of the counterclaim are denied.
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24. The allegations in paragraph 24 of the counterclaim are denied.
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25. The allegations in paragraph 25 of the counterclaim are denied.
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26. The allegations in paragraph 26 of the counterclaim are denied.
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27. Plaintiff responds to paragraph 27 of the counterclaim by incorporating its
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responses to paragraphs 1-26 of the counterclaim.
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28. While Plaintiff is one of the leading providers of Internet search marketing
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solutions and, specifically, Internet advertising targeted to the goods and services prospective
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customers are researching and shopping for online, the allegations in paragraph 28 of the
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counterclaim are denied.
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29. The allegations in paragraph 29 of the counterclaim are denied.
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30. With regard to the section headed “REQUEST FOR RELIEF” following
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paragraph 29 of the counterclaim and prior to “DATED: May 25, 2007,” Plaintiff denies the
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allegations contained therein and denies that Internet Brands is entitled to any recovery of any
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damages whatsoever from Plaintiff.
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31. Plaintiff specifically denies that Internet Brands has met the proof requirements
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to prove any elements of its claims asserted in its Counterclaim and, further, asserts that Internet
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Brands has failed to establish by relevant credible evidence any of its alleged claims, damages,
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or right(s) to recovery herein.
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32. Plaintiff denies any and all allegations of the Counterclaim direct against Plaintiff
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that have not been otherwise specifically addressed above.
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//
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//
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 4 Fax: (206) 224-5659

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AFFIRMATIVE DEFENSES TO COUNTERCLAIMS
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1. Failure to State a Claim. Internet Brands fails to state a claim upon which relief may
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be granted.
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5 2. Failure to Mitigate. Internet Brands failed to mitigate its damages, if any.

6 3. Contributory/Comparative Negligence. Internet Brands caused its own damages,

7 if any.
8 4. Counter Claimant’s Breach. Internet Brands breached the contract on which it is
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suing.
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5. Nonperformance of Condition Precedent. Internet Brands has failed to show its
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full/material compliance with the agreement(s) on which it is suing.
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13 6. Consent. Internet Brands consented to all/some of the actions about which it

14 complains.

15 7. Ratification. Internet Brands ratified all/some actions of which it now complains.

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8. Unclean Hands. Internet Brands unclean hands, and/or other lack of equity, preclude
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its recovery.
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9. Estoppel. Internet Brands is estopped from asserting claims against Plaintiff.
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10. Waiver. Internet Brands waived its right to assert the claims it is asserting against
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21 Plaintiff.

22 11. Offset. To the extent that the defendant Internet Brands is entitled to damages, those
23 damages should be offset by amounts owed to defendant.
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12. Plaintiff reserves the right to assert additional affirmative defenses as factual support
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is developed and discovery in this matter progresses.
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 5 Fax: (206) 224-5659

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WHEREFORE, Plaintiff prays for relief as follows:
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1. That Internet Brands’ counterclaim be dismissed with prejudice;
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2. That Plaintiff be awarded its costs in defense of Internet Brands’ counterclaim,
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including reasonable attorneys’ fees, as allowed by law;
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3. That Plaintiff be awarded all of the relief sought in its Complaint;
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4. For such other and further relief as the Court deems just and equitable.
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8 DATED this Thursday, June 21, 2007.

9 HARRIS & MOURE, pllc

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11 /s Charles P. Moure
By_____________
12 Daniel P. Harris, WSBA # 16778
Charles P. Moure, WSBA # 23701
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 6 Fax: (206) 224-5659

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1 CERTIFICATE OF SERVICE

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IT IS HEREBY CERTIFIED that service of plaintiff’s Answer and Affirmative Defenses to
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4 Defendant Internet Brand’s Counterclaim has been made this Thursday, June 21, 2007, by filing a

5 copy of this pleading with the Clerk of the Court using the CM/ECF system, which will send

6 notification of such filing to the following counsel of record:

7 Chris R. Youtz
8 SIRIANNI YOUTZ MEIER & SPOONEMORE
719 Second Avenue, Suite 1100
9 Seattle, Washington 98104
T. 206-223-0303
10 F. 206-223-0246
11 Signed at Seattle, Washington this Thursday, June 21, 2007.
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/s Charles P. Moure
13 _________________________________
Charles P. Moure
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H a r r is & M o u r e
PLAINTIFF ZANGO, INC.'S ANSWER AND A Professional Limited Liability Corporation
720 Olive Way, Suite 1000
AFFIRMATIVE DEFENSES TO DEFENDANT Seattle, WA 98101
Phone: (206) 224-5657
INTERNET BRANDS, INC.'S COUNTERCLAIM - 7 Fax: (206) 224-5659

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