IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI CENTRAL DIVISION AFFILIATED ACCEPTANCE CORPORATION,

Plaintiff, v. AUTOSCRIBE CORPORATION and POLLIN PATENT LICENSING, LLC, Defendants. ) ) ) ) Case No. 2:12-cv-4270 ) ) ) JURY TRIAL DEMANDED ) ) ) ) )

COMPLAINT FOR DECLARATORY JUDGMENT OF NON-INFRINGEMENT AND INVALIDITY Comes Now Plaintiff Affiliated Acceptance Corporation (AAC), by and through its attorneys, and for its Complaint For Declaratory Judgment against Autoscribe Corporation (Autoscribe) and Pollin Patent Licensing, LLC (PPL) (collectively, Defendants), states as follows: Nature of the Action 1. This Complaint seeks a judgment declaring that the claims of United States Patent

No. 7,117,171 (the 171 Patent) are invalid and/or not infringed, whether directly or indirectly, by AAC. A true and accurate copy of the 171 Patent is attached hereto as Exhibit A. 2. This Complaint seeks a judgment declaring that the claims of United States Patent

No. 6,041,315 (the 315 Patent) are invalid and/or not infringed, whether directly or indirectly, by AAC. A true and accurate copy of the 315 Patent is attached hereto as Exhibit B. 3. This Complaint seeks a judgment declaring that the claims of United States Patent

No. 5,966,698 (the 698 Patent) are invalid and/or not infringed, whether directly or indirectly, by AAC. A true and accurate copy of the 698 Patent is attached hereto as Exhibit C.

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This Complaint seeks a judgment declaring that the claims of United States Patent

No. 5,727,249 (the 249 Patent) are invalid and/or not infringed, whether directly or indirectly, by AAC. A true and accurate copy of the 249 Patent is attached hereto as Exhibit D. 5. This Complaint seeks a judgment declaring that the claims of United States Patent

No. 5,504,677 (the 677 Patent) are invalid and/or not infringed, whether directly or indirectly, by AAC. A true and accurate copy of the 677 Patent is attached hereto as Exhibit E. Jurisdiction and Venue 6. This is a civil action seeking declaratory judgments of invalidity and/or non-

infringement of the claims of the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent under the Federal Declaratory Judgment Act, 28 U.S.C. 2201 and 2202. 7. This Court has subject matter jurisdiction pursuant to the Declaratory Judgment

Act, 28 U.S.C. 2201 et seq., under 28 U.S.C. 1331 and 1338(a), and under the patent laws of the United States, 35 U.S.C. 1 et seq. 8. On information and belief, this Court has personal jurisdiction over Defendants,

inter alia, at least because Defendants (individually, collectively, and/or through IP Dispute Resolution Corporation) purposefully directed acts at AAC, resident in this district and division, which acts gave rise to this Complaint (including, for example, efforts to license and enforce the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent). Further, inter alia and on information and belief, Defendants (individually, collectively, and/or through IP Dispute Resolution Corporation) regularly and actively conduct business in this judicial district. 9. On information and belief, venue in this District is proper under 28 U.S.C.

1391(b), 28 U.S.C. 1391(c), 28 U.S.C. 1400(a) and/or Local Rule 3.1(b)(3) because: (i) a substantial portion of the events giving rise to this action occurred in this judicial district; (ii)

Defendants are subject to personal jurisdiction in this District; and (iii) Defendants (individually, collectively, and/or through IP Dispute Resolution Corporation) purposefully directed acts at AAC, resident in this district, which acts gave rise to this Complaint (including, for example, efforts to license and enforce the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent). Parties 10. Plaintiff Affiliated Acceptance Corporation is a corporation duly organized and

existing under the laws of the State of Missouri, with its principal place of business in this district in Sunrise Beach, Missouri. 11. On information and belief, Defendant Autoscribe Corporation is a Maryland

corporation with a principal place of business at 9801 Washingtonian Boulevard, Suite 200, Gaithersburg, Maryland 20878. 12. On information and belief, Defendant Pollin Patent Licensing, LLC is a Florida

limited liability company with a principal place of business at 9801 Washingtonian Boulevard, Suite 200, Gaithersburg, Maryland 20878. 13. On information and belief, (i) Autoscribe is, and claims to be, the assignee of all

legal rights, title and interest in and to each of the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent, (ii) PPL is the exclusive licensee of the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent, and (iii) Autoscribe and PPL must jointly assert infringement of each of the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent. Acts Giving Rise to the Claims 14. AAC is a leading provider of software products and technology-based services for

businesses in the health club, personal training, martial arts, and tanning fields. AACs products 3

and services provide its customers with administrative tools and support, including for facility and employee management, marketing, billing and collections, and allow its customers the benefit of maintaining an operational focus. 15. AAC received a letter from IP Dispute Resolution Corporation (IPDR) dated

August 15, 2012 and entitled Resolution of Patent Dispute. A true and accurate copy of that letter is attached hereto as Exhibit F (excluding enclosures). 16. The letter states that Autoscribe Corporation owns 5 U.S. patents (U.S. Pat Nos.

7,117,171; 6,041,315; 5,966,698; 5,727,249 and 5,504,677) covering certain check by phone payment systems involving a live operator and that Autoscribe believes that Affiliated Acceptance Corporation has used and is using a system which is covered by one or more of its issued U.S. patents to assist customers with making check payments over the phone to collect payments on overdue membership fees. 17. On information and belief, IPDR sent the letter on behalf of and/or as authorized

agent for Defendants. 18. matter. 19. The letter demonstrates that Defendants are prepared and willing to enforce their The letter demands that AAC enter into discussions with IPDR to resolve this

alleged patent rights and file suit against AAC, declaring that IPDR has a limited period of time to resolve this matter, and has successfully done so in as little as 30 days. However, this matter will not go away on its own. If you do nothing, or do not respond in a timely manner, Autoscribe will likely pursue other avenues of redress. IPDR has a very high success rate in resolving these matters without the need for litigation. Please work with us to seek an amicable resolution and give this matter your immediate attention.

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The letter, attached at Exhibit F (excluding enclosures), establishes that at least

Autoscribe concludes and alleges that AACs products and services infringe on one of more of the identified patents. The letter demonstrates that, unless AAC enters into an agreement with at least Autoscribe (through IPDR), then at least Autoscribe will take action that is, file a lawsuit against AAC. 21. On August 29, 2012, AAC responded to the August 15, 2012 letter stating, inter

alia, that AAC disagrees with your contention that Affiliated Acceptance Corporation is somehow infringing upon patents owned by Autoscribe Corporation. 22. On August 30, 2012 IPDR sent an e-mail communication to AAC on behalf of at

least Autoscribe following up on the August 15, 2012 letters infringement allegations and demands. 23. On September 26, 2012, IPDR sent another e-mail communication to AAC on

behalf of at least Autoscribe following up on the August 15, 2012 letters infringement allegations and demands. AAC responded on October 1 , 2012. 24. AAC has a reasonable apprehension that Defendants will file suit against AAC by

virtue of, for example, the allegations of IPDR on behalf of and as agent of at least Autoscribe and AACs understanding that PPL is the exclusive licensee of the patents identified in the August 15, 2012 letter. 25. AAC expressly states that it is entitled to make, use, offer for sale, sell, and

otherwise commercially exploit its products and services without interference from Defendants or their agent, IPDR. 26. By the allegations, threats, conduct, and actions of the Defendants, acting by and

through at least Autoscribes agent, IPDR, Defendants have created an actual and justiciable case

and controversy between themselves and AAC concerning whether AAC is infringing any valid and enforceable claim of the 171 Patent, the 315 Patent, the 698 Patent, the 249 Patent, and the 677 Patent. The instant dispute is clearly defined and ripe, and AAC seeks declaratory relief as to its rights. Count I Declaratory Judgment of Non-Infringement of U.S. Patent No. 7,117,171 27. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 26 and 31 through 56 of this Complaint as if fully set forth and restated herein. 28. AAC has not infringed and is not infringing, and has not induced or contributed to

infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 171 Patent. 29. There is an actual and justiciable case and controversy between AAC and

Defendants concerning alleged infringement and validity of the 171 Patent. 30. AAC seeks a declaratory judgment that it has not infringed and is not infringing,

and has not induced or contributed to infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 171 Patent. Count II Declaratory Judgment of Invalidity of U.S. Patent No. 7,117,171 31. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 30 and 33 through 56 of this Complaint as if fully set forth and restated herein. 32. Upon information and belief, all of the claims of the 171 Patent are invalid for

failure to comply with the requirements of the patent laws of the United States, 35 U.S.C. 100, et seq., including, but not limited to, those set forth in 35 U.S.C. 101, 102, 103 and/or 112. 6

Count III Declaratory Judgment of Non-Infringement of U.S. Patent No. 6,041,315 33. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 32 and 37 through 56 of this Complaint as if fully set forth and restated herein. 34. AAC has not infringed and is not infringing, and has not induced or contributed to

infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 315 Patent. 35. There is an actual and justiciable case and controversy between AAC and

Defendants concerning alleged infringement and validity of the 315 Patent. 36. AAC seeks a declaratory judgment that it has not infringed and is not infringing,

and has not induced or contributed to infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 315 Patent. Count IV Declaratory Judgment of Invalidity of U.S. Patent No. 6,041,315 37. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 36 and 39 through 56 of this Complaint as if fully set forth and restated herein. 38. Upon information and belief, all of the claims of the 315 Patent are invalid for

failure to comply with the requirements of the patent laws of the United States, 35 U.S.C. 100, et seq., including, but not limited to, those set forth in 35 U.S.C. 101, 102, 103 and/or 112. Count V Declaratory Judgment of Non-Infringement of U.S. Patent No. 5,966,698

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AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 38 and 43 through 56 of this Complaint as if fully set forth and restated herein. 40. AAC has not infringed and is not infringing, and has not induced or contributed to

infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 698 Patent. 41. There is an actual and justiciable case and controversy between AAC and

Defendants concerning alleged infringement and validity of the 698 Patent. 42. AAC seeks a declaratory judgment that it has not infringed and is not infringing,

and has not induced or contributed to infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 698 Patent. Count VI Declaratory Judgment of Invalidity of U.S. Patent No. 5,966,698 43. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 42 and 45 through 56 of this Complaint as if fully set forth and restated herein. 44. Upon information and belief, all of the claims of the 698 Patent are invalid for

failure to comply with the requirements of the patent laws of the United States, 35 U.S.C. 100, et seq., including, but not limited to, those set forth in 35 U.S.C. 101, 102, 103 and/or 112. Count VII Declaratory Judgment of Non-Infringement of U.S. Patent No. 5,727,249 45. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 44 and 49 through 56 of this Complaint as if fully set forth and restated herein.

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AAC has not infringed and is not infringing, and has not induced or contributed to

infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 249 Patent. 47. There is an actual and justiciable case and controversy between AAC and

Defendants concerning alleged infringement and validity of the 249 Patent. 48. AAC seeks a declaratory judgment that it has not infringed and is not infringing,

and has not induced or contributed to infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 249 Patent. Count VIII Declaratory Judgment of Invalidity of U.S. Patent No. 5,727,249 49. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 48 and 51 through 56 of this Complaint as if fully set forth and restated herein. 50. Upon information and belief, all of the claims of the 249 Patent are invalid for

failure to comply with the requirements of the patent laws of the United States, 35 U.S.C. 100, et seq., including, but not limited to, those set forth in 35 U.S.C. 101, 102, 103 and/or 112. Count IX Declaratory Judgment of Non-Infringement of U.S. Patent No. 5,504,677 51. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 50 and 55 through 56 of this Complaint as if fully set forth and restated herein. 52. AAC has not infringed and is not infringing, and has not induced or contributed to

infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 677 Patent.

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There is an actual and justiciable case and controversy between AAC and

Defendants concerning alleged infringement and validity of the 677 Patent. 54. AAC seeks a declaratory judgment that it has not infringed and is not infringing,

and has not induced or contributed to infringement and is not inducing or contributing to infringement of any valid and enforceable claim of the 677 Patent. Count X Declaratory Judgment of Invalidity of U.S. Patent No. 5,504,677 55. AAC hereby incorporates by reference each and every allegation set forth in

Paragraphs 1 through 54 of this Complaint as if fully set forth and restated herein. 56. Upon information and belief, all of the claims of the 677 Patent are invalid for

failure to comply with the requirements of the patent laws of the United States, 35 U.S.C. 100, et seq., including, but not limited to, those set forth in 35 U.S.C. 101, 102, 103 and/or 112.

WHEREFORE, Affiliated Acceptance Corporation respectfully prays that the Court enter judgment in its favor and award the following relief against Defendants: A. Declare that Affiliated Acceptance Corporation has not infringed and is not

infringing, whether directly or indirectly, any valid and enforceable claim of United States Patent No. 7,117,171, United States Patent No. 6,041,315, United States Patent No. 5,966,698, United States Patent No. 5,727,249, and United States Patent No. 5,504,677; B. Declare that each claim of United States Patent No. 7,117,171, United States

Patent No. 6,041,315, United States Patent No. 5,966,698, United States Patent No. 5,727,249, and United States Patent No. 5,504,677 is invalid and of no force or effect; C. Permanently enjoin Autoscribe Corporation and Pollin Patent Licensing, LLC,

and each of their officers, directors, agents, servants, employees and attorneys, and any and all

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persons in active concert or participation with any of them, from asserting, stating, implying or suggesting that Affiliated Acceptance Corporation and/or any of its respective officers, directors, agents, servants, employees, subsidiaries or customers, infringed or infringe any of the claims of United States Patent No. 7,117,171, United States Patent No. 6,041,315, United States Patent No. 5,966,698, United States Patent No. 5,727,249, and United States Patent No. 5,504,677; D. Declare that this is an exceptional case under 35 U.S.C. 285 due to the conduct

of Autoscribe Corporation and Pollin Patent Licensing, LLC (individually, collectively, and/or through IP Dispute Resolution Corporation); E. Award Affiliated Acceptance Corporation its costs and reasonable attorneys fees

incurred in connection with this action; and F. Award and grant Affiliated Acceptance Corporation such other and further relief

as the Court deems just and proper under the circumstances.

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Jury Demand Affiliated Acceptance Corporation respectfully requests a jury trial of all issues so triable.

October 15, 2012

Respectfully submitted, /s/ Robert G. Lancaster Robert G. Lancaster, MO35606 BRYAN CAVE LLP 120 Broadway, Suite 300 Santa Monica, CA 90401-2386 rglancaster@bryancave.com (310) 576-2100 Nick E. Williamson, MO56925 (Pro Hac Vice to be filed) BRYAN CAVE LLP 211 N. Broadway, Suite 3600 St. Louis, MO 63102 nick.williamson@bryancave.com (314) 259-2000 Attorneys for Affiliated Acceptance Corporation

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