A technology reseller alleges that key business partners orchestrated the transfer of nearly all valuable company assets in order to avoid paying millions in damages following a contract dispute. Ashwood Computer Co., Inc. filed a complaint on March 5, 2026, in the United States District Court for the Southern District of Ohio against Zumasys, Inc., jBASE International, Inc., and Paul Giobbi.
According to the filing, Ashwood asserts that after it brought substantial contractual and business tort claims against the defendants, they transferred substantially all of jBASE’s revenue-producing assets to Rocket Software, Inc. The complaint states: “After Ashwood asserted substantial contractual and business tort claims against Defendants, jBASE and Zumasys…transferred substantially all of jBASE’s revenue-producing assets to Rocket Software.”
The dispute centers on Ashwood’s longstanding role as a value-added reseller of the proprietary jBASE database software platform. In December 2019, Ashwood claims its agreement with jBASE was unlawfully terminated by the defendants. This termination allegedly interfered with Ashwood’s contracts and business relationships with third parties such as Cook Inc., leading Ashwood to pursue legal action for breach of contract and tortious interference.
The complaint outlines that on or about January 1, 2022, Zumasys and jBASE entered into an asset purchase transaction with Rocket Software. Ashwood alleges that this deal involved transferring almost all operating assets of jBASE—including software source code, intellectual property rights, customer contracts, licensing rights, goodwill associated with the brand, technical documentation, and proprietary materials—to Rocket Software. “The transferred assets constituted all or substantially all of JBASE’s income-producing and enterprise-value assets,” according to the document.
Following this transaction, Ashwood claims that at an unknown time thereafter—and while litigation was pending—the proceeds from Rocket’s purchase were distributed out of jBASE to Zumasys and/or Paul Giobbi without any equivalent value being provided in return. The complaint alleges these actions left jBASE unable to satisfy existing debts or continue meaningful operations: “Upon belief…the consideration paid by Rocket…was distributed by jBASE to Zumasys and/or to Giobbi for nothing of equivalent value…and to strip JBASE of assets and the means to satisfy Ashwood’s claims.”
Ashwood further contends that these transfers were intentionally concealed from them during ongoing legal disputes between the parties. The plaintiff argues that these actions were designed specifically “to remove the assets of BASE from the reach of Ashwood as a creditor.”
The lawsuit is brought under Ohio Revised Code Chapter 1336 (Ohio Uniform Fraudulent Transfer Act), asserting both actual fraudulent transfer—alleging intent “to hinder, delay or defraud Plaintiff”—and constructive fraudulent transfer—alleging transfers occurred without reasonably equivalent value while JBASE was insolvent or rendered insolvent thereby.
In addition to seeking a declaration that these transfers are voidable under state law statutes (§1336.07), Ashwood requests several remedies from the court: judgment against transferees pursuant to §1336.08; imposition of a constructive trust over transferred assets or proceeds; appointment of a receiver if necessary; compensatory damages totaling $20 million; punitive damages as permitted by law; attorneys’ fees; costs; and any other relief deemed just by the court.
Ashwood also asks for “piercing the corporate veil”—a legal remedy allowing courts to disregard corporate structures—arguing that Zumasys and Giobbi exercised complete domination over JBASE specifically “to commit fraud or a similarly unlawful act.” The plaintiff seeks personal liability for both entities as well as individual defendant Paul Giobbi.
Attorneys representing Ashwood are Richard C Alkire (Paulozzi Co., LPA) based in Independence, Ohio and Daniel Shimko (Shimko Law P.C.) based in Brooklyn, New York. The case is identified as Case No. 26-cv-231.
Source: 126cv00231_Ashwood_Computer_Co_Inc_v_Zumasys_Inc_Complaint_Southern_District_Ohio.pdf
