Legal Counterclaim Document

LEGAL COUNTERCLAIM

Counterclaimant Name:   Counterclaimant Address:

Counterdefendant Name:   Counterdefendant Address:

Case Number:   Court:   Filing Date of Original Complaint:

RECITALS

WHEREAS, Counterdefendant initiated an action in the court referenced above by filing a complaint on or about alleging certain claims against Counterclaimant; and

WHEREAS, Counterclaimant contends that Counterdefendant's allegations are without merit and that Counterclaimant has claims arising out of the same transaction, occurrence or series of occurrences giving rise to the complaint; and

WHEREAS, Counterclaimant seeks affirmative relief against Counterdefendant for damages, restitution, and other remedies as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and the statements and allegations contained herein, Counterclaimant asserts the following counterclaims against Counterdefendant.

1. PARTIES

1.1 Counterclaimant is an individual or entity located at the address set forth above and is the defendant in the original complaint. Counterclaimant brings these counterclaims in its individual capacity and, where applicable, on behalf of its agents and assigns.

1.2 Counterdefendant is the plaintiff in the original action and is identified above. Counterdefendant is the proper party against whom relief is sought.

2. JURISDICTION AND VENUE

2.1 This Court has subject matter jurisdiction over these counterclaims pursuant to applicable statutory and common law because the claims arise from the same transaction or occurrence as the original action and present related issues necessary for resolution of the controversy.

2.2 Venue is proper in this Court because a substantial part of the events giving rise to the counterclaims occurred within this judicial district and because the parties consent to adjudication of these claims in the forum of the original action.

3. FACTUAL ALLEGATIONS

3.1 The following factual allegations are set forth with particularity insofar as is required by the applicable rules governing pleadings. Counterclaimant alleges that:

4. CAUSES OF ACTION

Cause of Action One — Breach of Contract

4.1 Counterclaimant realleges and incorporates paragraphs 1.1 through 3.1 as if fully set forth herein.

4.2 Counterdefendant entered into a valid and enforceable agreement with Counterclaimant on or about . Counterdefendant breached the agreement by the following acts:

4.3 As a proximate result of the breach, Counterclaimant has sustained damages in the sum of: $ , together with interest, costs, and attorneys' fees as permitted by contract and law.

Cause of Action Two — Unjust Enrichment

4.4 Counterclaimant realleges the preceding paragraphs and pleads, in the alternative, that Counterdefendant has been unjustly enriched at Counterclaimant's expense. Equity and good conscience require restitution in the amount of: $ .

Cause of Action Three — Negligence (if applicable)

4.5 Counterclaimant realleges the foregoing paragraphs and alleges that Counterdefendant owed a duty to Counterclaimant, breached that duty, and that such breach proximately caused injury and damages to Counterclaimant in the amount of: $ .

5. PRAYER FOR RELIEF

WHEREFORE, Counterclaimant respectfully requests that the Court enter judgment in favor of Counterclaimant and against Counterdefendant as follows:

Specific monetary relief sought (aggregate): $ .

6. JURY DEMAND

Counterclaimant hereby demands a trial by jury on all issues so triable.    Check to demand jury trial

7. ATTORNEYS' FEES AND COSTS

Counterclaimant seeks recovery of costs and reasonable attorneys' fees to the extent authorized by contract, statute, or equity. Counterclaimant expressly reserves the right to seek such fees in any post-judgment proceedings.

8. NOTICE

9. AMENDMENTS

Counterclaimant reserves the right to amend or supplement these counterclaims to assert additional causes of action, parties, or relief as discovery and further investigation may reveal. Any amendment shall relate back to the original filing date as permitted by law.

10. WAIVER

No waiver of any provision of these counterclaims shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure to enforce any right shall not constitute a waiver of future enforcement of that right.

11. GOVERNING LAW

These counterclaims shall be governed by and construed in accordance with the substantive laws of the state of , without regard to conflicts of law principles that would result in the application of the law of another jurisdiction.

12. ENTIRE AGREEMENT

Except as otherwise expressly stated herein, these counterclaims, together with any documents incorporated by reference, constitute the entire statement of Counterclaimant's claims and remedies arising from the matters alleged and supersede all prior negotiations, representations, or agreements, whether written or oral, concerning those matters.

13. SEVERABILITY

If any provision of these counterclaims is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

CERTIFICATION

By signing below, the undersigned certify under penalty of perjury under the laws of the applicable jurisdiction that the factual statements in these counterclaims are true and correct to the best of their knowledge, information and belief, and that the counterclaims are not presented for any improper purpose.

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