A New Jersey e-commerce firm alleges it was misled into purchasing a business that did not own or control key assets as promised, resulting in substantial financial losses and legal action seeking damages and rescission of the deal. The complaint was filed by APA Enterprises LLC in the United States District Court for the District of New Jersey on March 23, 2026, naming Trinity Acquisitions Group LLC, Layton Schwenning, and Carter Ryan Macdiarmid as defendants.
According to the court filing, APA Enterprises claims that it was induced through fraudulent misrepresentations to enter into an asset purchase agreement with Trinity Acquisitions Group for an e-commerce drop-shipping business branded as “Awaze.” The plaintiff asserts that Trinity and its managers intentionally misrepresented their ownership and control over intellectual property, marketing assets, social media accounts, and revenue streams connected to the business. The complaint states: “Defendants intentionally misrepresented the assets they owned and/or controlled and…the revenues they realized from the drop-ship e-commerce business they ‘sold’ to APA Enterprises in what can only be described as a disingenuous Asset Purchase Agreement.”
The dispute centers on a July 1, 2025 agreement in which APA Enterprises agreed to pay $580,000 for what it believed were legitimate assets associated with Awaze Official’s online sales operations. Plaintiff alleges that prior to closing the deal, it relied on representations made by Schwenning—acting as Trinity’s primary contact—regarding stable supply chains, transferability of marketing assets and ad accounts, and ownership of trademarks. However, after paying $449,221.40 toward the purchase price plus incurring additional losses exceeding $103,000 (for total claimed damages over $552,221), APA Enterprises says it discovered that many key assets could not be transferred or did not exist.
The complaint details several specific allegations:
– Defendants allegedly misrepresented ownership of the “Awaze” trademark; no such trademark had been issued or could be transferred because Defendants did not own it.
– Defendants purportedly claimed full rights to transfer an Amazon Seller Central Account but later admitted this was not possible under Amazon’s policies.
– Marketing content—including Facebook ads—was also said to be non-transferable due to lack of access or ownership.
– Plaintiff further claims that much of the revenue reported by Defendants was generated through unlawful use of third-party trademarks such as “Lenovo,” which Defendants had no right to use.
– After closing on July 1, 2025, sales reportedly dropped sharply within days. When questioned about these declines and missing assets by Alexander Gil (APA’s principal), Schwenning allegedly advised removing negative customer feedback from social media platforms rather than addressing underlying problems.
In correspondence following these events—including letters exchanged between attorneys for both parties—Trinity’s representatives acknowledged some limitations regarding account transfers but denied any intent to deceive. Despite these admissions about certain Facebook ad accounts being non-transferable or referencing “Lenovo,” Defendants maintained that nothing suggested intentional falsehoods or fraud.
APA Enterprises’ lawsuit sets forth five counts: fraudulent inducement; breach of contract; breach of covenant of good faith and fair dealing; tortious interference with prospective economic gain; and unjust enrichment. For each count, Plaintiff outlines how reliance on Defendants’ representations led directly to financial harm when promised assets were not delivered or proved worthless.
As relief from the court, APA Enterprises requests compensatory damages for lost funds paid toward the purchase price as well as consequential losses incurred while attempting to operate the acquired business. The plaintiff also seeks punitive damages due to alleged intentional misconduct; rescission (cancellation) of the asset purchase agreement with restoration of all funds paid; pre-judgment and post-judgment interest; attorney fees; costs; and any other relief deemed just by the court.
The case is being handled by Paul F. Carvelli at Anselmi & Carvelli LLP in Morristown, New Jersey. The matter is identified as Civil Action No. 2:26-cv-02963.
Source: 226cv02963_APA_Enterprises_LLC_v_Trinity_Acquisitions_Group_LLC_Complaint_District_New_Jersey.pdf
