This is the main complaint for the Chrystal Law / Benjamin Gorman case and anchors the related exhibit and motion filings in this bundle.
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Sarah Elizabeth Spencer, #11141
SPENCERWILLSON, PLLC
66 E. Exchange Place, Suite 208
Salt Lake City, Utah 84111-2713
Telephone and Fax: [phone redacted]
[email redacted]
Attorney for Plaintiffs
IN THE UTAH BUSINESS AND CHANCERY COURT
Bricks & Minifigs SALEM 1, LLC, an Oregon limited
liability company; CHRYSTAL LAW, an
COMPLAINT
individual; BENJAMIN GORMAN, an
individual, Case No.: __________
Plaintiffs, Judge Rita Cornish
v.
Bricks & Minifigs FRANCHISING, INC., an Oregon
corporation,
Defendant.
Plaintiffs Bricks & Minifigs Salem 1, LLC, Chrystal Law, and Benjamin Gorman complain as follows
against Defendant Bricks & Minifigs, Inc.:
I. INTRODUCTION
1. This action arises from the wrongful termination of a Bricks & Minifigs franchise
in Salem, Oregon, and the franchisor’s subsequent seizure of the franchisee’s business assets and
defamation of the franchise owners. (See Ex. D, Termination Letter.)
2. Plaintiffs Chrystal Law and Benjamin Gorman, through their company Plaintiff
Bricks & Minifigs Salem 1, LLC, operated the Salem Bricks & Minifigs store under a Franchise Agreement
(“Franchise Agreement”) with Defendant Bricks & Minifigs, Inc. (“Bricks & Minifigs”). (See Exs. B, C, E,
Franchise Agreement and Franchise Disclosure Document.)
3. In November 2024, Bricks & Minifigs—without valid cause—abruptly terminated the
franchise, changed the locks, and took control of the store and all its inventory. (See Ex. D,
Termination Letter.)
4. The purported “defaults” Bricks & Minifigs used as a pretext were problems of Bricks & Minifigs’s own
making and had been cured or waived. Bricks & Minifigs failed to transfer the store’s bank account and
property lease to Plaintiffs as required, directly causing the payment issues later cited as grounds
for termination. Once Plaintiffs discovered these problems, they worked with Bricks & Minifigs to cure them,
and Bricks & Minifigs accepted restructured payments for many months without complaint. (See Ex. C.)
5. Bricks & Minifigs then refused to compensate Plaintiffs for the confiscated assets, effectively
stealing merchandise and equipment worth over $100,000. Later, Bricks & Minifigs’s agents falsely told third
parties that Ms. Law and Mr. Gorman had “taken” certain valuable inventory—a lie that damaged
Plaintiffs’ reputations.
6. Bricks & Minifigs’s conduct demonstrates willful bad faith and malice. During the takeover, a
Bricks & Minifigs representative threatened to “call the police” and warned Plaintiffs he would “make [their]
lives shit” if they resisted. Such conduct justifies an award of punitive damages. Bricks & Minifigs’s own
Director of Operations acknowledged on a recorded call that Plaintiffs had successfully operated
the franchise: “you guys did a good [. . .] you guys did the work, kept the store open. You guys
should pat yourself on the back for that.”
7. Plaintiffs assert claims for (1) fraud in the inducement, (2) negligent
misrepresentation, (3) breach of contract, (4) breach of the implied covenant of good faith and fair
dealing, (5) conversion, (6) tortious interference with economic relations, (7) defamation, (8)
injurious falsehood, (9) civil conspiracy, (10) violation of the Oregon Unlawful Trade Practices
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Act, (11) unjust enrichment, and (12) declaratory judgment, seeking to recover their substantial
losses, compensatory and punitive damages, attorneys’ fees, and all other appropriate relief.
8. The parties’ Franchise Agreement, executed February 3, 2023, contains a Dispute
Resolution Clause requiring that disputes be first addressed in a face-to-face meeting in Orem,
Utah, then (if unresolved) through mediation, and then by binding arbitration in Utah. This
Complaint is filed consistent with that clause. But if the Dispute Resolution Clause purports to
require mediation or binding arbitration, it is unenforceable as to Plaintiffs’ claims, for multiple
independent reasons. This includes that the arbitration clause was not the product of mutual assent,
Bricks & Minifigs materially breached the dispute resolution process, the Agreement’s own carve-out
provision exempts these claims, the clause is unconscionable, and that Bricks & Minifigs is in default of its
obligation to proceed with arbitration. (See Ex. B § 17.A(1)-(3).) (See also Ex. E at 5, 55.)
9. Notwithstanding the foregoing, Plaintiffs have substantially complied with the
Dispute Resolution Clause’s prerequisites. After pre-suit correspondence, Plaintiffs formally
requested the contractually mandated face-to-face meeting. The parties conducted that meeting on
February 5, 2026, via videoconference, which both parties had previously agreed, via
correspondence between counsel on February 3, 2026, would satisfy the face-to-face meeting
requirement. Plaintiffs thereafter proposed mediation in good faith, including providing proposed
mediator lists and available dates, but Bricks & Minifigs failed to cooperate in scheduling or completing
mediation within a reasonable time. Plaintiffs have therefore satisfied or been excused from all
conditions precedent to filing this action—both by their substantial compliance with the clause’s
procedural steps and, independently, because the clause is unenforceable for the reasons below.
10. This Complaint pleads claims under Utah law (as governing law per the Franchise
Agreement) and Oregon law (for certain torts that occurred in Oregon). The amount in controversy
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