Amended Complaint

Case 1:13-cv-02576-LGS Document 14 Filed 08/20/13 Page 1 of 28 Case 1:13-cv-02576-LGS Document 14 Filed 08/20/13 Page 1 of 28
UNITEDSTATESDISTRICTCOURT
SOUTHERNDISTRICTOF NEWYORK
INTERNATIONALCARDSCOMPANY,
LTD.,
Plaintiff,
-against-
MASTERCARDINTERNATIONAL INC.,
Defendant.
SECONDAMENDEDCOMPLAINT
No. 13 CIV2576 (LGS)
Plaintiff International Cards Company, Ltd. ("ICC"), by its undersigned a
Hoguet Newman Regal & Kenney, LLP, for its Amended Complaint acjai^st Defendant
MasterCard International, Inc. ("MasterCard") alleges:
1. This is an action to recover damages suffered by ICC as a direct
consequence of MasterCard's wrongful termination of ICC's perpetual license to issue,
acquire and process credit cards and perform related financial services in Jordan.
ICC's perpetual license was granted in exchange for ICC's undertaking to develop
MasterCard's business in Jordan, where it was virtually unknown, and to build
MasterCard into a recognized and widely-accepted brand. For 13 years, ICC invested
its human and financial resources and the reputational capital of its principals in building
the MasterCard brand in Jordan with immense success.
2. However, on April 2, 2013, MasterCard terminated ICC's perpetual license
based upon on bogus, pretextual and false claims of ICC's nonperformance. For
example, the previous year MasterCard had forwarded four merchant complaints
involving the insignificant total amount of $5,278, just 0.00007 of ICC's 2011
MasterCard volume, none of which had merit in any event.

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3. Upon information and belief, as detailed below, MasterCards wrongful
actions were undertaken in coordination with Middle East Payment Services (MEPS),
a consortium of Jordanian banks and other investors, with the express purpose of
assisting MEPS to become the exclusive MasterCard issuer, processor and acquirer in
Jordan in violation of ICCs perpetual license and other rights, and to seriously cripple
ICC as a competitor of MEPS.
4. MasterCards actions favoring MEPS were designed to weaken ICC as a
long-term competitor of MEPS, and resulted in continuing and increasing damage to
ICCs business and reputation in the country. Specifically, for example, in addition to
MasterCards trumped up, phony and immaterial reasons for termination of ICCs
perpetual license: (a) MasterCard required ICC to increase its multi-million dollar letter
of credit held for security of ICCs performance before its expiration thus enabling
MasterCard to grab additional funds immediately upon the wrongful termination; (b)
MasterCard improperly withheld payments to ICC depriving it of funding to pay
legitimate third-party obligations while at the same time paying itself from ICCs
accounts; (c) MasterCard made untruthful statements and facilitated MEPS in making
untrue statements about ICC to merchants and banks with which ICC regularly dealt,
including statements to the effect that ICC was bankrupt; and (d) MasterCard harmed
ICCs reputation to such an extent that ICCs future business prospects have been put
in jeopardy threatening a reputation for reliability and excellent customer service which
ICC has spent the past 13 years developing.
Case 1:13-cv-02576-LGS Document 14 Filed 08/20/13 Page 2 of 28

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Jurisdiction and Venue
5. This Court has jurisdiction over this action pursuant to 28 U.S.C. 1332,
as this is a civil action between diverse parties and the amount in controversy exceeds
$75,000, exclusive of interest and costs.
6. Venue is proper in this District under 28 U.S.C. 1391(b) as Defendant
MasterCard has its principal place of business in this District. Also, the ICC-MasterCard
perpetual license requires the venue of ICCs action to be in this district.
The Parties
7. ICC is a Jordanian publicly listed financial services company with its
principal place of business in Amman, Jordan.
8. MasterCard is a Delaware corporation, with its principal place of business
at 2000 Purchase Street, Purchase, New York 10577.
ICCs History and Success Before the Wrongful Termination
9. ICC was established as a limited liability financial services company in
Amman, Jordan in 1999. It has been Jordans premier credit card issuer, acquirer and
third-party processer from the time it was established until present day. During 2006,
ICC became a publicly held company, and in 2008 it was listed on the Amman Stock
Exchange.
10. When it was established, ICC was the only financial services company in
Jordan with the right to engage in the full range of credit card services, including (a)
issuing, (b) acquiring and (c) third-party processing under the authorization of the
Central Bank of Jordan.

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(a) As an issuer, ICC issues MasterCard credit cards to customers and
settles charges made by the customer by paying MasterCard the
amounts charged by the customer, and then ICC collects those
amounts from the customer pursuant to their credit card agreement.
(b) As an acquirer, ICC recruits merchants to accept payment from a
customer using a MasterCard card and processes the payment on
behalf of the merchant by paying the merchant and acquiring the
debt owed to it which is paid to ICC by MasterCard.
(c) As a third-party processor, ICC acts similarly to its function as an
issuer, but will do so on the behalf of a third party, such as a bank.
ICC will settle the customers charges with MasterCard as it does
when it is an issuer, but in this structure, the third party will pay ICC
directly for settlement of the charges the next day and subsequently
collect the funds from the customer pursuant to an agreement
between those entities.
With all three functions, there is a clearing process when information concerning the
various transactions is exchanged electronically. No money is exchanged during
clearing. Clearing involves the exchange of data only. Then, each business day,
reconciliation is made of the amounts owed by ICC to MasterCard, and vice versa, and
settlement is made by crediting or debiting funds to ICCs bank account (maintained at
J.P. Morgan Chase in New York City). ICC collects fees for its services as issuer,
acquirer or third-party processor. Fees collected by ICC are calculated in different ways
based on the agreement with the respective entity.

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11. ICC and MasterCard settle all charges on a daily basis, netting the credits
due to the merchants with the debits by the customers.
12. ICC has distinguished itself from its competition through customer service
and reliability. For example, ICC established the first 24-hour customer service call
center in Jordan and will arrange visits to merchants to conduct business.
13. ICC has also maintained top technology and the best technical and
customer service along with the fastest payout in Jordan, if not the region; ICC issues
payments to merchants in as fast as 12 hours and cards are issued in as few as 4
hours. ICC has invested approximately $3 million in a state-of-the-art card processing
facility, which has become a major reference site in the industry regionally.
14. ICC is a leader in the credit card processing industry and serves all of the
key merchants in Jordan, as well as the Jordanian government through agreements
with the Finance Ministry to enable payment of all governmental fees through ICC credit
cards at all government locations throughout Jordan.
15. ICC was so well-received that its success led to a public offering on the
Amman Stock Exchange under the ticker CARD.
16. ICC also expanded its business through joint ventures with service
providers to enhance its product offerings and was highly appreciated by other credit
card brands, such as VISA, the JCB International Credit Card Company of Japan and
Chinas UnionPay.
17. Before the wrongful termination of its perpetual license, ICC served
approximately 9,000 merchants and over 30,000 card holders, with more than
approximately $65 million in annual acquiring volume and more than $27 Million in

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annual issuing volume, in addition to serving four affiliate banks in Jordan and
Palestine.
MasterCard Agreed to a Perpetual License with ICC
18. Prior to 2000, MasterCard was relatively unknown in Jordan. MasterCard
needed a local partner to build its brand and represent the MasterCard name in a way
that would instill confidence in MasterCards cardholders and merchants. ICCs
founders and major shareholder come from well-respected and influential backgrounds
especially in the financial services industry regionally, and they added credibility to
MasterCard as it started up in Jordan.
19. ICC and MasterCard negotiated an affiliation, and as of April 2, 2000, ICC
became a principal member of MasterCard with the rights to issue cards and acquire
merchants on behalf of MasterCard.
20. On April 20, 2000, to provide ICC with the incentive to invest in the
development of the MasterCard brand and business in Jordan, MasterCard offered ICC
a perpetual license, and the parties entered into the main agreement that is the subject
of this litigation (the Perpetual License Agreement). Attached hereto as Exhibit A.
21. In the Perpetual License Agreement, MasterCard expressly granted ICC a
perpetual license for ICCs use of the MasterCard trademark in combination with two
interlocking circles, and related variations, for use in Jordan.
22. The perpetual license could only be terminated for a limited number of
reasons, essentially if ICC acted in a pervasive and continued manner that materially
diminished the good will of the MasterCard trademark.

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23. Acknowledging MasterCards experience that its business involves
potentially millions of transactions and that perfection is impossible, accompanying the
Perpetual License Agreement is a set of Rules (operating procedures) that sets out the
day-to-day mechanics of operating a credit card business. The Rules set up various
procedures including those dealing with customer and merchant complaints, and, in
fact, infractions are classified and fines are associated with them depending upon their
severity.
24. In further recognition that the license was perpetual and only terminable
for behavior fundamentally destructive to the brand or the business, the Perpetual
License Agreement provided that it could only be terminated for ICCs failure reasonably
to comply with one or more established standards for the use of the trademarks and
provided further that MasterCard must provide ICC 90 days written notice of any
violation and the opportunity to cure. (Ex. A at 11)
ICC Performed Fabulously for MasterCard and Built the Brand in Jordan
25. Over the course of the five years following its licensing, ICC grew to
control more than 65% of the MasterCard acquiring market and serviced more than
5,000 merchants. In addition, ICC created many firsts for MasterCard: ICC issued the
first ever revolving MasterCard credit card in Jordan; it issued Jordans first co-branded
MasterCard cards; and the ICC MasterCard co-branded with the universities in Jordan
was the first credit card for students without collateral.
26. During the first eight years of ICCs relationship with MasterCard, the
relationship was healthy and fruitful, with mutual success enjoyed by both parties. As
the leading MasterCard acquirer and the third largest credit card issuer in Jordan, ICC

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built up MasterCards brand, helping MasterCard gain wide acceptance by merchants
and successfully launching three new affiliate banks for MasterCard: Export and
Finance Bank (subsequently re-named Capital Bank of Jordan), Jordan Kuwait Bank,
and Egyptian Arab Land Bank. ICC invested heavily in its state-of-the-art card
processing facility in reliance upon its perpetual license with MasterCard.
27. MasterCard demonstrated its ongoing satisfaction with ICCs service by
granting ICC three additional licenses to use other MasterCard marks and extending
ICCs use of the MasterCard mark to another geographic region outside Jordan:
(a) On April 1, 2002, MasterCard granted ICC another perpetual
license, which was for the MasterCard Electronic mark in Jordan.
(b) The following year, on June 10, 2003, MasterCard granted ICC a
license to use the Maestro mark in Jordan.
(c) On November 2, 2010, MasterCard granted ICC a license to use
MasterCard marks in Palestine.
28. The MasterCard Electronic license was perpetual in duration.
29. The Maestro license and the Palestine license were evergreen licenses;
that is, they each had a 10 year term which automatically renewed unless MasterCard
took certain actions (which to date it has not).
30. The combination of the two perpetual licenses and the two evergreen
licenses assured ICC of a continuing and fruitful business relationship with MasterCard.
31. The three license agreements referred to in paragraph 27(a)-(c) are
collectively referred to as Additional License Agreements, and when referenced
together with the Perpetual License Agreement as the License Agreements.

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The New Country Manager and The Formation of MEPS
32. In 2009, a consortium of four Jordanian banks formed MEPS for the
purpose of processing and acquiring credit and debit cards, particularly under the
MasterCard brand.
33. In announcing the formation of MEPS, the banks stressed that the
unlimited support of MasterCard was a key driver in prompting the four banks to set up
this consortium.
34. Shortly before MEPS was formed to compete with ICC, MasterCard
installed a new Country Manager-Jordan, Basel El Tell, and the relationship between
ICC and MasterCard dramatically deteriorated.
35. During a telephone conversation between Mr. El Tell and Khalil Alami,
ICCs CEO, on January 19, 2009, Mr. El Tell advised Mr. Alami that MasterCard was
preparing to make ICCs newly formed competitor, MEPS, MasterCards exclusive
licensee in violation of the License Agreements. Shockingly, Mr. El Tell told Mr. Alami
that MasterCard was planning on taking an investment position in MEPS despite the
inherent conflict of interest that would result. Upon information and belief, Mr. El Tell
continuously repeated that information to others in the industry such that ICCs
customers and business partners, and banks and merchants, learned of that news. Mr.
El Tell also advised Mr. Alami that MasterCard intended to have only one acquirer in
Jordan, MEPS.
36. From that point forward, MasterCard began its quest to terminate ICCs
License Agreements and replace ICC with MEPS as the exclusive Licensee. Thus,
upon information and belief:

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(a) Since MEPSs establishment, MasterCard has been coordinating
with MEPS to terminate ICCs relationship with MasterCard so that
MEPS can be the sole MasterCard licensee in Jordan, including
sending Mr. El Tell to advise MEPS on how to organize its business
operations and having Mr. El Tell attend certain MEPS board
meetings.
(b) Mr. El Tell visited banks and merchants months before the ICC
termination and informed them of MasterCards plan to terminate
ICC in favor of MEPS.
(c) MasterCards preference for MEPS was demonstrated by the
concessions it received. For example, MEPS was permitted to use
the MasterCard logo and marks on its business cards, but the
MasterCard legal Department had abruptly prohibited ICC from
using the logo in a similar fashion.
(d) Additionally, MasterCard turned a blind eye when MEPS conducted
unlicensed MasterCard acquiring operations in Syria, apparently in
violation of United States law, by disguising those operations as
Jordanian transactions. Moreover, ICC formally advised
MasterCard of MEPSs violations several times, the most recent
being in December 2010, but MasterCard did not stop MEPS from
operating in Syria or require it to comply with internal MasterCard
Rules or relevant United States law, but instead, MasterCard
condoned those activities.

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(e) Mr. El Tell had also begun making visits to banks in Jordan
promising them MasterCards partnership in MEPS and de-
licensing of ICC in order that MEPS would become the sole
acquirer in Jordan for MasterCard.
(f) Mr. El Tell also started interfering with business relationships
between ICC and its merchants by denigrating ICC and by
suggesting that MEPS would offer lower fees.
Dirty Tricks By MEPS and MasterCard To Drive ICC Out of Business
37. Since Mr. El Tells appointment to country manager, MasterCard has twice
required ICC to increase the amounts of its letters of credit to MasterCard, securing
ICCs obligations, to cover MasterCards claimed risk exposure. While permissible,
there was no commercial need for an increase. The first increase, required in January,
2010 was more than double, from $800,000 to $1,720,000. The second increase,
required in May, 2012 was in the amount of $2,780,000, making the total unnecessary
security $4,500,000. These unnecessary increases in ICCs letters of credit required
ICC to post millions of dollars of collateral.
38. Moreover, on February 20, 2013, MasterCard unilaterally and prematurely
renewed the $2.78 million letter of credit which would have expired by its terms on April
16, 2013. Such an early renewal was not commercially necessary, as the letter of credit
had two months remaining, and was not consistent with MasterCards past practice.
Upon information and belief, MasterCard unilaterally renewed the letter of credit so that
it had a bigger pot to grab when it terminated ICCs perpetual license in favor of MEPS.

12

39. In addition to raising ICCs letter of credit requirements, MasterCard
continued to harass ICC by forwarding complaints to ICC, many of which were baseless
or made against the wrong company (i.e., should have been directed at MEPS). Still,
ICC addressed each and every complaint that it received in a prompt and effective
fashion and completely within the guidelines of the MasterCard Rules.
40. ICC received very few complaints until MasterCard and MEPS began their
coordinated attack.
41. It was ICCs practice, in the rare instances when a complaint was levied
by a merchant or MasterCard customer, to respond immediately and resolve whatever
the issue may have been, and in nearly every instance the issue was not the fault of
ICC, but instead of the merchant or ICCs competitor.
42. For example, on April 22, 2012, MasterCard advised ICC of four
complaints allegedly from ICC merchants by phone, emails, letter, and MasterCards
website. The complaints concerned a total of $5,278 in transaction value compared to
the more than $76 million that ICC handled, equaling 0.00007 of the total volume of
transactions. Upon investigation, however: (a) two complaints alleging payment delay
were the result of the merchants outstanding balances to ICC; (b) another complaint
was just untrue and the merchant agreed and later apologized to ICC for the
misunderstanding; and (c) the final complaint was sent to MasterCard from MEPS,
purportedly on behalf of a merchant and, not surprisingly, there was no substance to it.
43. Thus, on April 25, 2012, ICC wrote to MasterCard and stated that it had
not received any complaints beyond the four that it addressed promptly and without

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issue. ICC further put MasterCard on notice that it believed that the complaints were
the design and execution of MEPS.
44. Moreover, on information and belief, MEPS and MasterCard have met
with merchants to encourage them through improper incentives to file false complaints
against ICC to taint its reputation with MasterCard and others and provide false grounds
upon which MasterCard could terminate ICCs license.
45. MasterCard also unreasonably, mysteriously and without any business
justification delayed its approval of ICCs application to use the Jordan Commercial
Bank, a relationship that had been preliminarily authorized in 2009 (to the extent that a
joint press release announcing the agreement had been prepared and was with
MasterCard awaiting approval for distribution). Despite numerous communications from
ICC for activation of the bank, MasterCard never responded.
46. Another example of MasterCards misbehavior is its sudden demand that
ICC change its business cards and stationery by removing the MasterCard mark, even
though MasterCard had previously approved ICCs materials, while it allowed MEPS to
use the MasterCard mark in the very same fashion without objection.
47. MasterCards approach to its dealings with ICC changed dramatically after
MasterCard apparently decided to replace ICC with MEPS, by not answering ICC
correspondence or addressing ICC complaints about MEPS (e.g. the MEPS unlicensed
activities in Syria), such lack of responsiveness being a violation of MasterCards own
rules and procedures as well as an attempt to further compromise ICC in the
marketplace.

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MasterCards Trumped-up, Bogus Excuse for Termination
48. As alleged above, ICCs Perpetual License Agreement was protected by
the express requirement that it be given 90 days written notice of material violations
with sufficient detail to identify each alleged failure. (Ex. A, 11). The Additional
License Agreements contain similar notice provisions, except the perpetual license
agreement for the MasterCard Electronic mark contains a shorter notice provision.
49. On November 22, 2012, MasterCard sent ICC two letters imposing
assessments on ICC under the MasterCard Rules. ICC had never received an
assessment in its entire 12 year history up to that point. As part of the MasterCard
program there is a 362 page compliance manual called the MasterCard Rules, which
addresses everything from the rights to use the marks to currency conversion. Because
of the complexity of the system and the enormous volume of transaction, the Rules
contain a penalty system with a range of penalties for standards infractions.
50. Each letter dated November 22, 2012 was titled Notice of Assessment.
51. One Notice of Assessment was with regard to ICCs use of the
MasterCard mark. That letter laid out a number of provisions from the MasterCard
Rules and claimed that ICC was in violation of those Rules. MasterCard did not provide
the required sufficient detail to identify each alleged failure.
52. Similarly, the other Notice of Assessment was with regard to MasterCards
determination that ICC had failed to pay a number of Merchants for transactions ICC
acquired from those Merchants. Like the first Notice of Assessment, there were no
details sufficient to identify the transactions.

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53. Instead of providing sufficient detail to identify each alleged failure,
MasterCard imposed two fines of $5,000 for each assessment. The assessments were
levied as Category B violations of the MasterCard Rules relating to conduct visible to
customers, which provided for fines of up to $20,000 per violation in the first tier of that
category. It is worth noting that the fine in the upper tier of Category B is $100,000.
Tellingly, the assessments were for a fraction of the total amount possible under that
first tier of the violations provided for by the Rules.
54. MasterCard paid itself the two $5,000 assessments by debiting ICCs bank
account, over which MasterCard has direct debit authority.
55. The November 22, 2012 Notices of Assessment were surprising because
just two days earlier, ICC had made a presentation to Raghu Malhotra, Division
President Middle East and North Africa for MasterCard. During the meeting with Mr.
Malhotra, ICC described its plan to prevent delayed payments to merchants as ICC
increased its MasterCard transaction volume. That plan included a series of significant
capital injections into ICC and the introduction of strategic investors who would inject
further funds into ICC for the purpose of preventing any delays in payments due to cash
flow constraints. As of December 31, 2012, ICC had executed significant parts of the
plan and most payments to merchants were being paid promptly. At no time before or
after receiving the letter from MasterCard has ICC ever failed to pay a merchant. ICC
memorialized the meeting by letter to MasterCard dated December 31, 2012.
56. Moreover, and as part of its proposed plan, the Board of Directors of ICC
resolved on March 30, 2013 to increase its capital through a rights issue to existing
shareholders in the amount of approximately $5.65 Million. In parallel, ICC was

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negotiating with a strategic investor for the purpose of allowing such investor to come
into ICC by doubling its then existing capital through a private placement. That would
have increased ICCs capital by approximately $23 Million within less than one year and
would eliminate the possibility of payment delays in the future as transaction volumes
increased with ICCs further expansion.
57. Further, the December 31, 2012 letter also responded to MasterCards
allegations concerning ICCs misuse of the MasterCard mark. ICC noted that it used
the mark in ways approved by the MasterCard marketing team and otherwise used in
compliance with MasterCards standards. ICC further noted that MEPS, on the other
hand, was misusing the MasterCard mark by including it on its business cards, among
other uses.
58. As the December 31, 2012 letter made clear, ICC had cured whatever
issues led to the Notices of Assessment.
MasterCard Nevertheless Improperly Terminated ICCs Perpetual License and
Additional Licenses
59. On April 2, 2013 MasterCard and MEPS announced in various
newspapers and other media that they had signed an alliance agreement.
60. MasterCards Country Manager Mr. El Tell said, "MEPS is our key
acquirer partner in Jordan.
61. That same day, MasterCard terminated its relationship with ICC on the
pretense that ICC had continued to delay payments to Merchants for transactions
acquired from those Merchants when, in fact, there were no continued delays in
payments.

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62. MasterCard immediately distributed a letter to all of ICCs merchants
advising them of the termination; upon information and belief, MEPS also distributed the
MasterCard letter in some cases before the termination had been effected by hand,
email and fax.
63. Furthermore, in its April 2, 2013 termination letter, MasterCard referred to
its November 22, 2012 Notices of Assessments as providing notice of ICCs breach of
MasterCard Rule 5.2.4 regarding delayed payments; however, nowhere in either
November 22, 2012 Notice of Assessment does MasterCard provide notice regarding
delayed payments.
64. MasterCard utterly failed to provide notice of a termination for alleged
delayed payment or to provide ICC with the requisite opportunity to cure. MasterCards
termination smacks of impropriety and collusion with MEPS.
65. In addition, upon information and belief, the day before MasterCard
purported to terminate ICCs licenses, Mr. El Tell had met with several Jordanian banks
and informed them of the termination prior to the notification of ICC.
66. What is more, the day before MasterCard purported to terminate ICCs
perpetual license and additional licenses, without any right to do so, MasterCard drew
down the full amount of ICCs letter of credit for the benefit of MasterCard in the amount
of $2,780,000. Ian Webb, Senior Business Leader, Customer Risk Management of
MasterCard, sent the Drawing Statement of Letter of Credit to Jordan Commercial
Bank.
67. In its presentment of the letter of credit to the issuing bank on April 1,
2013, MasterCard misrepresented the basis for the draw down to the issuing bank. To

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trigger payment under the letter of credit, MasterCard wrongly represented that ICC had
failed to pay MasterCard, Cirrus or Maestro merchants (the required conditions for draw
down and payment) when, in fact, there were no amounts due and payable to
MasterCard, Cirrus or Maestro merchants.
68. Since terminating the ICC perpetual license and additional licenses,
MasterCard has continued to settle the pending charges and debits made prior to the
termination. However, MasterCard has refused to provide credits to ICC where the
daily amounts net to ICCs favor while MasterCard continues to debit ICC where the
daily amounts net to MasterCards favor. As of July 10, 2013, MasterCard owes ICC
$29,370.28.
69. MasterCard is in control of the reconciliation account, and ICC is helpless
to prevent MasterCard from continuing to this one-sided practice, in effect converting
ICCs funds. It has also caused ICCs bank account to become overdrawn.
70. Because of MasterCards termination of the ICC licenses and
MasterCards decision to stop ICC card holders from being able to use their cards,
many ICC cardholders have refused to pay down their balances owing to ICC, currently
approximately $25 million, a reasonably foreseeable consequence.
71. Additionally, ICC has received complaints from merchants due to MEPSs
delay in providing payment. These delays are related to transactions that occurred after
MasterCards termination of the ICC license.
72. Finally, MEPSs representatives have been contacting ICC employees and
stating that ICC is going bankrupt and will shut down in an attempt to entice the ICC
employees to leave their current positions, further damaging ICC.

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MasterCard Interferes With ICCs Other Businesses
73. MasterCards coordinated effort with MEPS to terminate ICCs perpetual
license and additional licenses extended beyond ICCs relationship with MasterCard.
Employees of MasterCard discussed its desire to terminate ICCs licenses with banks
and merchants, undermining ICCs ability to do business effectively and jeopardizing
ICCs ability to develop its ongoing business ventures and hurting its relationship with
banks.
74. On numerous occasions, ICC was made aware that MasterCard had
discussions with banks, during which it told the banks that it was seeking to terminate
ICCs licenses and relationship with MasterCard and claiming that ICC would be unable
to timely make payments due and have a more limited cash flow. These discussions
occurred during April and May 2012 as ICC was seeking the second letter of credit that
MasterCard suddenly required. Such discussions caused the bank requirements for the
letter of credit to change; previously ICC had only been required to provide 30% of the
value of a letter of credit as cash collateral, but as a result of MasterCards comments,
ICC was required to provide 100% collateral for its second letter of credit (though ICC
was able to reduce this amount to 70% through negotiation).
75. On information and belief, MasterCard had numerous discussions with
merchants that had agreements with ICC, many of which were exclusive acquirer
agreements, hoping to undermine those relationships so the merchant would terminate
its agreement with ICC in favor of MEPS. To accomplish this, MasterCard made untrue
statements to the merchants that ICC would be unable to make prompt payments to
merchants or provide effective customer service.

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76. On information and belief, during his visits to Jordans banks before the
illegal termination of ICCs perpetual license and additional licenses, Mr. El Tell
encouraged them to work with MEPS instead of ICC; he did not even present both
MEPS and ICC as equal business options.
77. On the same day as MasterCards termination of the ICC licenses, MEPS
contacted ICCs merchants directly to solicit their business in light of MasterCards
termination of the ICC license. On information and belief, MasterCard provided the
contact information for ICCs merchants to MEPS in violation of its agreement to
maintain the confidential information of ICC as required under Section 3.6.2 of
MasterCards Rules.
78. MasterCard was aware of ICCs agreements with various merchants
because such agreements were required under section 5.1 of MasterCards Rules.
79. Aware of ICCs agreements with its merchants, MasterCard induced the
breach of those agreements that provided for ICC to be the merchants exclusive
acquirer. Those merchants included a number of Movenpick Hotels and Kempinski
Hotels, as well as Ace Hardware Jordan, Safeway Superstores (17 branches),
Spinneys, Le Royal Hotel Amman, Miles Supermarket and the Atico Group (a hotel and
restaurant group) among others.
80. MasterCards illegal termination of the ICC licenses not only procured the
breach of the exclusive agreements with merchants, but it also prevented ICC from
continuing to serve those merchants as an acquirer for other credit card companies.
81. Further, ICC and EMP Jordan (the exclusive and sole acquirer of VISA
International in Jordan) were parties to an agreement since 2002 under which EMP

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Jordan allowed ICC to rent electronic space on EMP Jordans Point of Sale terminals
(POS) (the EMP-ICC Agreement). As a result of the EMP-ICC Agreement, ICC
installed its application on approximately 4,000 EMP Jordan POS terminals in Jordan in
order to enable its merchants to accept MasterCard cards as a method of payment, thus
ensuring the rapid growth of MasterCards acceptance in Jordan.
82. On information and belief, on April 1, 2013, one day prior to the
termination of ICCs licenses by MasterCard, MasterCard held a meeting at MEPSs
offices among MasterCard, MEPS, and EMP Jordan to arrange and coordinate the roles
of those parties in the execution of ICCs termination that took place the next morning.
On April 3, 2013 (i.e., one day after ICCs perpetual license with MasterCard was
terminated), EMP Jordan terminated the EMP-ICC Agreement, effective immediately
and without notice, despite a 90-day notice period in the EMP-ICC Agreement.
Immediately thereafter, EMP started to offload ICCs application from its POS network
and replaced it with MEPSs application while both EMP Jordan and MEPS staff were
making false statements about ICC to the merchants, including that ICC would be in
bankruptcy and would be shutting down to assure ICCs diminishing ability to reinvent
its services and launch new ones to ICCs merchants.
83. Furthermore, as a result of MasterCards wrongful termination, ICCs
relationships with other credit card companies have been jeopardized. ICCs ongoing
agreement with the JCB Credit Card Company of Japan has been suspended, as has
the agreement with Chinas UnionPay.

22

84. Also, ICCs 2012 application with Visa International, Inc. to allow ICC to
issue Visa branded cards, and which had been given initial and preliminary approval,
was suspended as a result of MasterCards termination.
85. MasterCards illegal termination of ICCs licenses and the related activities
with MEPS heretofore alleged directly resulted in the termination of ICCs recently
launched MasterCard agreement with Quds Bank, pursuant to which more than 1,300
MasterCard-branded Quds Bank credit cards had already been issued and were being
used, along with an ongoing project involving a total of 30,000 proprietary ATM cards
and 50 ATMs. Upon termination, Quds Bank initiated litigation against ICC.
86. Also, on information and belief, MasterCards country manager, Mr. El
Tell, met with the newly appointed CEO of Investbank, with whom he has a personal
relationship, after which Investbank cancelled the launch of the ICC Investbank
MasterCard Credit Card Issuance project, even though ICC was in the final stages of
issuing the cards.
87. It was plainly foreseeable that MasterCards sudden and illegal termination
of ICC would result in service interruptions to thousands of ICCs customers,
undermining ICCs legitimacy and ability to provide the service for which ICC has
become known.
88. MasterCard was aware of the business relationships described above,
and conducted the termination of ICCs licenses and induced the breach of ICCs
agreements with merchants and EMP to harm those relationships.

23

First Claim for Relief
Breach of Contract
89. ICC adopts and incorporates the allegations contained in paragraphs 1
through 88.
90. ICC and MasterCard entered into the Perpetual License Agreement, a
valid contract between the parties, which provided a perpetual license to ICC for
MasterCards mark.
91. ICC and MasterCard also entered into the Additional License Agreements,
valid contracts between the parties, which provided licenses to ICC for the MasterCard
Electronic mark and Maestro mark in Jordan, and the MasterCard mark in Palestine.
92. At all times relevant to this Complaint, ICC satisfactorily performed its
obligations under the License Agreements.
93. At all times relevant to this Complaint, ICC was ready, willing and able to
continue its mutually beneficial relationship with MasterCard and had every intention of
doing so.
94. MasterCard willfully violated the License Agreements by terminating the
License Agreements improperly, without proper cause under the License Agreements.
95. MasterCard also breached the License Agreements requirement to
provide ICC with notice of any alleged failure in sufficient detail to afford ICC the
opportunity to cure.
96. MasterCard also breached the License Agreements by failing to provide
detail sufficient to show ICCs alleged failures to permit ICC to cure any failures which,
had proper notice been provided, ICC would have done.
97. MasterCards termination of its relationship with ICC as an issuer, acquirer

24

and third-party processor without proper cause and without notice and opportunity to
cure were breaches of the License Agreements.
98. ICC was harmed by MasterCard to the extent that it was no longer able to
issue MasterCard credit cards, acquire merchants and act as a third-party processor.
99. MasterCard has further breached its agreement with ICC, and continues
to breach it daily, by not properly crediting to ICCs bank account amounts owing to it as
a result of daily positive settlement amounts while continuing to debit it when the net
settlement amounts are negative.
100. MasterCards further failure to properly credit ICCs account of amounts
owing as a result of daily settlements while continuing to debit ICCs account has
harmed ICC as to not only the more than $97,000 owing to ICC net of any debits, but
also in the amount of any fees assessed against it by MasterCard or any other entity.
101. ICC was harmed in an amount to be determined at trial, but in no event
less than $75 Million.
Second Claim for Relief
Breach of the Implied Covenant of Good Faith and Fair Dealing
through 101.
103. ICC and MasterCard entered into the Perpetual License Agreement, a
valid contract between the parties and which provided a perpetual license to ICC for use
of MasterCards marks.
104. ICC and MasterCard also entered into the Additional License Agreements,
valid contracts between the parties, which provided licenses to ICC for the MasterCard
Electronic mark and Maestro mark in Jordan, and the MasterCard mark in Palestine.

25

105. Implied in all contracts, including the License Agreements, is a covenant
of good faith and fair dealing which is breached when a party to the contract acts in a
manner that, although not constituting a breach of contract, deprived the other party to
the contract of the right to receive the benefits of the agreement.
106. At all times relevant to this complaint, ICC performed satisfactorily its
obligations under the License Agreements.
107. At all times relevant to this Complaint, ICC was ready, willing and able to
continue its mutually beneficial relationship with MasterCard and had every intention of
doing so.
108. MasterCard continuously acted in bad faith by undermining ICCs ability to
maintain its status as a licensee of MasterCard.
109. As alleged above, while MasterCard breached its duties with respect to
ICC, it was simultaneously scheming with MEPS to form an exclusive agreement.
110. In effect, MasterCard took active steps to drive ICC out of business while
treating a direct competitor, MEPS, preferentially. For each action that MasterCard
prohibited ICC from taking, it allowed MEPS to take the same act. For example,
MasterCard and MEPS encouraged and improperly incentivized merchants to file false
complaints against ICC and terminate their relationships with ICC so that MEPS could
operate exclusively with those merchants, to the detriment of ICC.
111. Furthermore, MasterCard provided ICC the November 22 Notices of
Assessment in bad faith. MEPS engaged in the same activities and never received
discipline.
112. Just as MasterCard, without notice, terminated its partnership with ICC

26

based on frivolous allegations of delayed payment, it announced a partnership
agreement with MEPS.
113. Even if MasterCard may be deemed to have provided adequate notice for
its termination of the ICC licenses, MasterCard breached the implied covenant of good
faith and fair dealing by failing to acknowledge ICCs cure of any breach of the
agreement within the 90 day cure period.
114. Additionally, MasterCard knowingly required ICC to expose itself to
greater risk while planning to terminate its agreement with ICC. MasterCard required
ICC to increase the amounts of its letters of credit in 2012. In February 2013,
MasterCard unilaterally and prematurely renewed the $2.78 million letter of credit when
it would have expired in April 2013.
115. This increase and premature renewal allowed MasterCard to wrongfully
present and drawn down the amount on the letter of credit in April 2013.
116. Furthermore, MasterCard knowingly allowed ICC to develop, invest in and
begin to implement its plan to prevent delayed payments to merchants as ICC
increased its MasterCard transaction volume. While ICC acted under the belief that its
business with MasterCard would not only continue, but grow, MasterCard was working
to terminate the ICC licenses and commence its exclusive agreement with MEPS.
117. MasterCards breach of the covenant of good faith and fair dealing was
the proximate cause of ICCs inability to continue its business with regard to
MasterCard.
118. ICC was harmed in an amount to be determined at trial, but in no event
less than $75 Million.

27

Third Claim for Relief
Conversion
through 118.
120. As MasterCard requested, ICC provided a letter of credit to MasterCard in
the amount of $2,780,000 to be drawn down for certain reasons specified in the letter of
credit.
121. MasterCard unilaterally and prematurely renewed the $2,780,000 letter of
credit, not because it was going to increase business with ICC, but in order to have the
ability to draw down the amount of the letter of credit when it terminated its contract with
ICC, even though ICC had a history of diligently settling its outstanding payments with
MasterCard.
122. The letter of credit stated that MasterCard could not draw down the
amount, $2,780,000, unless ICC owed money to MasterCard, Cirrus or Maestro
merchants.
123. On April 1, 2013, MasterCard unlawfully asserted domination and control
over the funds pledged by the letter of credit through Ian Webbs wrongful presentment
to Jordan Commercial Bank, the bank that issued the letter of credit, that ICC had
outstanding amounts due and payable to MasterCard, Cirrus or Maestro.
124. After MasterCards unlawful presentment, it received $2,780,000, the full
amount represented by the letter of credit, which prior to MasterCards unlawful
presentment was the property of ICC.
125. As a result of this wrongful act, MasterCard converted $2,780,000 that is
the property of ICC, property which must be returned to ICC.
Case 1:13-cv-02576-LGS Document 14 Filed 08/20/13 Page 28 of 28 Case 1:13-cv-02576-LGS Document 14 Filed 08/20/13 Page 28 of 28
126. ICC was harmed in the amount of $2,780,000 plus interest accruing from
the date of the conversion.
WHEREFORE, Plaintiff ICCrequestsjudgment as follows:
A. On the First Claimfor Relief, awarding damages in favor of ICCagainst
MasterCard in an amount to be determined at trial, but in no event less than
$75 Million together with interest as permitted by law.
B. On the Second Claimfor Relief, awarding damages in favor of ICCagainst
MasterCard in an amount to be determined at trial, but in noevent less than
$75 Million together with interest as permitted by law.
C. On theThird Claimfor Relief, awarding damages in favor of ICCagainst
MasterCard in an amount to be determined at trial, but in noevent less than
$2,780,000together with interest as permitted by law.
D. Granting ICCsuch other and further relief as the Court deemsjust and
proper.
Dated: August 19, 2013
HOGUETNEWMAN
REGAL& KENNEY, LLP
Fredric S. Newman (FN-3174)
Damian R. Cavaleri (DC-2558)
10 East 40th Street, 35th Floor
NewYork, NY10016
Phone: 212-689-8808
Attorneys for Plaintiff
International Cards Company, Ltd.
28

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