CQPY U1 La.) @00me GREENBERG TRAURIG, LLP MATHEW S. ROSENGART (SBN 255750) ROBERT GRUBER (SBN 301620) 1840 Century Park East, Suite 1900 Los Angeles, California 90067 Telephone: (310) 5866889 Facsimile: (310) 586-7800 gruberr@gtlaw.com A ttorneys for Plainfijj? NICOLA SIX LIMITED F??i??t??lr?imm =33?er .nj? El?? ??ihh mu 9'1 2015 Sir errE R. 3mm Emma? N. Fallen ?Fi?-row .Ut?iputy CASE LISA HART COLE 5? L71 Mlle/pf?? be CW SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES WEST DISTRICT SANTA MONICA COURTHOUSE NICOLA SIX LIMITED, a United Kingdom limited company, Plaintiff, v. AMBER HEARD, an individual; UNDER THE BLACK SKY, INC, a California Corporation; and DOES 1 through 20, inclusive, Defendants. 50126725 CASE NO. COMPLAINT FOR: (1) (2) (3) (4) (5) BREACH OF BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR ANTICIPATORY INTENTIONAL INTERFERENCE WITH DECLARATORY RELIEF JURY TRIAL DEMANDED (Related to Case No. BC594640 Hon. Lisa Hart Cole, Department 0) COMPLAINT UJ ?ak/145Plaintiff Nicola Six Limited, a U.K. limited company (?Nicola Six? or ?P1aintiff?) hereby alleges as follows against Defendants Amber Heard and ?Under the Black Sky, Inc?: INTRODUCTION AND SUMMARY OF ACTION 1. This action, which is closely related to Plaintiffs Cross-Complaint against ?lm director Mathew Cullen and others in a pending action before this Court,] arises from Defendant Amber Heard?s breaches of contract and conspiratorial efforts to deprive Plaintiff of its ability and right to exploit ?London Fields," the high-pro?le 2015 ?lm based upon the celebrated Martin Amis book, with a cast including Heard, Billy Bob Thornton, Jim Sturgess, Cara Delevingne, and Johnny Depp (the ?Picture?). 2. While the inherent tension between actors and directors (on the one hand) and producers (on the other) is nothing new in Hollywood, the unauthorized and unlawful acts of Heard, Cullen, and others?rmost notably, their campaign to damage Plaintiff, the Picture, and the Picture?s investors?are perhaps unprecedented. Indeed, as a result of their misconduct, which continues to this day, the very promising Picture remains in limbo, hijacked and placed under a cloud by Heard, Cullen, and others. 3. Speci?cally, although the Picture was completed by Plaintiff (after Cullen failed to complete it), accepted into the prestigious and highly-selective Toronto International Film Festival in 2015, and ready to be marketed, sold, and distributed, Heard?s conspiracy, her campaign against the Picture, and her contractual breachesw?including the breach of her con?dentiality obligations, (ii) her failure to perform certain acting services; her failure to render required ADR services; 2 and (iv) her failure to comply with her Publicity Contract?have damaged the Picture, causing substantial harm to Plaintiff, the Picture, and the Picture?s investors. 4. As set forth herein and in the related Cross-Complaint (BC594640), despite being given ample time, money, and freedom to do so, Cullen was unable (or unwilling) to complete the Picture on time or on budget, in breach of his agreements with Plaintiff. As a result of Cullen?s failure to keep See Mathew Cullen, at al. v. Christopher S. Hauley, Nicola Six, Ltd. er al, LASC Case No. BC594640 and Cross~Complaint of Nicola Six, Ltd, assigned to the Hon. Lisa Hart Cole, West District, Department 0 (the ?Cullen lawsuit?). 2 stands for ?Automated Dialogue Replacement? and is also known as ?looping.? It is a standard but important element of post-production concerning a ?lm?s sound, whereby an actor re- records dialogue after the completion of the ?lming process. 1 COMPLAINT La.) pace with the shooting schedule and his inordinate and expensive delays, Cullen left Plaintiff (and Plaintiff?s Chris Hanley, a noted?and notably director?friendly?independent producer) in an untenable position, with an un?nished Picture and the investments of Plaintiff and others completely at risk. 5. Plaintiff did not wish to terminate Cullen. Its strong preference would have been for Cullen to have ?nished the ?lm. Ultimately, but reluctantly, however, Plaintiff was forced to step in to complete the Picture (as it was contractually permitted to do), to protect the Picture, Plaintiff?s investment, and the investments of others. Further, despite its reluctance, Plaintiff had both the right and the duty to step in, as Cullen failed to deliver the ?lm and could no longer reasonably be trusted by Plaintiff to do so on a timely basis, if ever. Moreover. contrary to his assertions. Cullen (an inexperienced first time director) did not have ??nal cut.? Final cut rested exclusively with Plaintiff. 6. Fortunately, and as a testament to the quality of Plaintiff?s work, Plaintz??s Cut of the Picture (the ?Producer?s Cut?) was selected in August 2015 for inclusion at the Toronto International Fihn Festival (or 7. TIFF is one of the world's leading and most prestigious film festivals. In addition to providing worldwide exposure to studio?backed or other ?lms that already have distribution, TIFF attracts ?lm distributors from around the world who screen and purchase independent ?lms seeking distribution. TIFF thereby provides an important, even coveted, platform for producers to showcase and ?sell? their ?lms to distributors for subsequent theatrical release. 8. Accordingly, selection into TIFF is extremely competitive and is limited to high-quality, ?rst-rate ?lms. Indeed, although scrupulous Selection Committee accepted the 2015 Producer?s Cut of the Picture, one year earlier, it rejected an un?nished director?s version of the Picture. 9. As an independent ?lm producer, and as Heard well knew, Plaintiff (and Hauley) was/were reliant upon obtaining distribution for the Picture in order to recoup their investment and exhibit the Picture. Such distribution would typically come from one of the distributors attending TIFF or another major ?lm festival. 10. Consistent with industry norms, Plaintiff (like TIFF) expected Heard (the ?lm?s star), to attend TIFF and support the Picture, as Heard was contractually required to do?and as she had been paid to do. 2 COMPLAINT Ix.) Chm-[ll. Notably, as of the summer of 201 5 (when the Picture was accepted into and scheduled to premiere at TIFF), Heard was married to Johnny Depp, making them one of the most famous couples in the world and ensuring that Heard?s appearance on the TIFF red carpet in support of the Picture would receive prominent worldwide coverage, which would, in nun, signi?cantly enhance the Picture?s marketability and salability at TIFF. 12. TIFF set the Picture?s worldwide, red-carpet premiere for September 18, 2015. Nevertheless, for her own reasons, Heard rebuffed Plaintiffs requests that she attend the TIFF premiere 8 in support of the Picture in compliance with her contractual promotion and publicity obligations. Worse, not only did Heard violate these contractual obligations but, as alleged in Plaintiff?s Cross- Complaint in the related Cullen lawsuit, as part of her conspiracy with Cullen and others, she also engaged in af?rmative efforts to damage Plaintiff and thwart the Picture?s marketing, sale, and distribution. 13. Among other things, in violation of her above-referenced contractual obligations? including her con?dentiality and good faith obligations?vHeard advised that she would not attend the Picture?s TIFF premiere or engage in promotion or publicity services in support of the Picture. Her refusal to do so was especially glaring, and harmful, in view of the fact that she was present at TIFF to promote another film, ?The Danish Girl,? in which she had a far smaller role, and to support her then- husband Johrmy Depp?s film ?Black Mass." 14. Further, Plaintiff is informed and believes, and based thereon alleges that Heard, in concert with Cullen and others, actively encouraged TIFF to pull the Picture from the festival at the 1?11 hour (which TIFF did), thereby creating a maelstrom of poor publicity and word-of?mouth (the lifeblood of an independent ?lm seeking distribution) and damaging, perhaps irreparably, the Picture?s reputation and salability. 15. Heard had previously also, in concert with other actors in the Picture, engaged in the following improper conduct: failing to render acting services in conformance with the shooting script; conspiring with Cullen to make unauthorized, material changes to the shooting script; aiding Cullen and conspiring with him to violate his contractual agreements with Plaintiff; and failing to render ADR services in accordance with her contractual obligations and conSpiring with others to do the same. 3 COMPLAINT Ix.) <3me 16. Additionally, Heard participated in a concerted campaign of disinformation against Plaintiff and the Picture, which has signi?cantly damaged both. As a result of Heard?s tortious misconduct and breaches, the Picture remains in limbo?wits sale, distribution, and release have been thwarted, and the investments of Plaintiff and the Picture?s other investors have been severely, if not irreparably, harmed. 17. Plaintiff is sensitive to the sensational allegations made in connection with Heard and Depp?s high-pro?le divorce, some of which overlapped with the Picture?s production.3 Nevertheless, Heard was not immune from complying with her clear?cut contractual obligations. Heard must comply with those obligations and be held accountable for her misconduct and her defacro effort to change the Picture and wrest the Picture?s ownership rights from Nicola Six. Moreover, Declaratory Relief is necessary, con?rming and requiring Heard to comply with her contractual obligations, and removing the cloud that Heard, Cullen, and others have placed over the Picture. THE PARTIES AND VENUE 18. Plaintiff Nicola Six is a United Kingdom limited company with its principal place of business in London, England. Plaintiff, whose name ?Nicola Six? was modeled on the novel?s lead character, was created for the purpose of exploiting the intellectual prOperty rights in Martin Amis?s ?London Fields? novel, which had been purchased by Nicola Six. 19. Plaintiff is informed and believes, and based thereon alleges that Defendant Amber Heard (?Defendant?) is an individual residing in Los Angeles County, California. 20. Plaintiff is informed, believes, and based thereon alleges that Defendant ?Under the Black Sky, Inc.? is a California c0rporation with its principal place of business in Los Angeles, California. Plaintiff is informed, believes, and based thereon alleges that Under the Black Sky, Inc. is the ?loan-out? company for Heard. 21. The true names and capacities, whether a corporation, agent, individual or otherwise, of the Defendants sued herein as Does 1 through 20, inclusive, are unknown to Plaintiff, who therefore sues these Defendants by such ?ctitious names. Each of the Defendants designated herein as DOE is 3 Indeed, while hidden from Plaintiff at the time, Plaintiff is now informed that Heard?s role in the Picture might have been a precipitating factor in the Heard-Depp divorce. 4 COMPLAINT legally responsible in some manner for the events and happenings referred to herein and proximately caused injuries and damages thereby to Plaintiff, as herein alleged. Plaintiff will ask leave of Court to amend this Complaint to allege their true names and capacities when the same have been ascertained. Plaintiff is informed and believes and based thereon alleges that each Defendant is, and at all times mentioned was, the joint venturer, partner, subsidiary, parent, agent, employee, representative or alter ego of the other Defendants, and that, in doing the acts, or in omitting to act, as hereinafter alleged in this Complaint, was acting within the scope of his actual or apparent authority, or the alleged acts and omissions of each Defendant as agent were subsequently rati?ed and adopted by each other Defendant as principal, or each Defendant was and is legally, equitably or otherwise responsible in some manner for the damages herein allegedly suffered by Plaintiff. 22. Venue is proper in this Court pursuant to California Code of Civil Procedure sections 395(a) and 395.5. FACTUAL ALLEGATIONS A. Development of the Picture 23. Shortly after obtaining the rights to Amis?s acclaimed novel, Plaintiff Nicola Six began the development and casting process. Nicola Six?s Chris Hanley has been a film producer for 23 years. He has successfully produced well over 30 feature?length motion pictures, including American The Virgin Suicides, Bu?alo ?66, The Killer Inside Me, and Spring Breakers, and has worked with many leading directors including Sofia Coppola, Oliver Stone, Michael Winterbottom, Steve Buscemi, Nick Cassavetes, and Fernando As his credits demonstrate, Hanley is regarded as one of the industry?s most ?director friendly? independent producers. 24. As noted above, Nicola Six is a URI. limited company created for the purpose of exploiting certain intellectual property rights in the novel ?London ields? by Martin Amis (the ?Novel?), including producing a feature-length. motion picture entitled ?London Fields,? based on the Novel. 25. In 2012, highly?regarded director Shekhar Kapur (Elizabeth, Elizabeth II) (?Kapur?) was attached to direct the Picture. In 2012, actor Billy Bob Thornton (?Thomton?) became attached to the 5 COMPLAINT 45-project in the role of Samson Young. In March 2013, Heard became attached to the project in the leading role of ?Nicola Six.? 26. In April 2013, Kapur pulled out of the project, citing Heard?s inexperience as an actor. As a condition of the continued involvement of Heard and Thornton in the Picture, and as a condition of the continuation of a ?nancing commitment secured by Media Talent Group, Inc. (?Media Talent,? the manager of both Heard, Thornton, and one of the ?lm?s producers), Media Talent requested that its client Mathew Cullen be attached to the project as director, although Cullen, a director of commercials and music videos, had never before directed a feature-length motion picture. 27. In April 2013, Cullen was attached to the project as director. As part of Cullen?s attachment to the Picture, Cullen and Nicola Six agreed that Cullen would deliver the Picture on time and within the Nicola Six-approved budget. Cullen also agreed that the Picture would be based on the screenplay dated August 20, 2012 by Roberta Henley and Martin Amis, which screenplay was based on the Novel. 28. At all relevant times, Nicola Six owned the motion picture and related rights in the copyrights in the Novel and screenplay. Cullen had no ownership rights. nor did he have final cut. B. The Agreements Between Defendants and Nicola Six 29. After a series of meetings, Plaintiff agreed to cast Amber Heard in the starring role of Nicola Six. At the time, Heard was a rising star who was involved in a relationship with Johnny Depp, one of the world?s most famous actors, who later joined the cast of the Picture. 30. Before agreeing to star in the Picture, Heard advised Plaintiff that she had read Amis?s Novel as well as the Picture?s screenplay, and she had discussions about the Nicola Six character with producer Chris Henley and his wife Roberta, who co-wrote the screenplay with Amis. Heard understood the nature of the role (femmefafale Nicola Six) and the tenor of the screenplay, which was salacious, provocative, and contained nude scenes. Further, Heard knew and understood that her acting services (including performing ADR and complying with the screenplay and shooting script), cooperation, and promotion and publicity services were integral to the Picture?s success and Plaintiff? ability to market and sell the ?lm to distributors, for subsequent exhibition in theatres. 6 COMPLAINT U.) 4; @00wa 31. Accordingly, in the Fall of 2013, the producers provided to Heard, and Heard executed, a Certi?cate of Engagement and Actor Agreement granting Plaintiff Nicola Six sole rights in the products of Heard?s acting services and requiring Heard to render certain services as ?Nicola Six.? Heard had previously executed, under the bold heading AND PUBLICITY an Agreement requiring her to render promotion and publicity services for the Picture, including ?appearances on television and radio and special events in connection with the major [film] festivals,? including the Toronto Film Festival. Heard?s Promotion and Publicity Services Agreement further required her to render promotion and publicity services in connection with the ?theatrical, foreign and video releases of the Picture plus participation in press junkets,? tours, interviews, and photo shoots. 32. The signed COE provides that ?[T]his Certi?cate, subject to and together with the Actor Agreement, which Actor Agreement shall control in the event of a conflict, represents the entire agreement between the parties in respect of its subject matter and replaces any previous agreement(s) relating to the subject matter and may be varied only in writing signed by the parties.? (COE, ii 13.) The Actor Agreement, which Heard also signed and for which she accepted payment, provides that any nudity and sex scenes ?shall be solely as set forth in the Nudity Rider attached hereto and made a part hereof . . . (Actor Agreement, 13.) The Nudity Rider provides that Heard ?shall have the right to view the nude and sex scenes and approve such scenes which contain straight?on nipple or below-the waist frontal nudity once the ?nal cut of the Picture has been completed and prior to any public viewing of the Picture.? (Rider, 1.) The Actor Agreement expressly referenced and incorporated the Nudity Rider, and Heard accepted payment for her acting services and agreement to publicize, promote, and support the Picture. C. Cullen?s Failure to Complete the Picture on Time and on Budget 33. In early September, 2013, the Picture began principal photography in London. Principal photography continued through October 27, 2013; pickup shots were ?lmed until November 5, 2013. 34. Cullen consistently failed to keep pace with the original shooting schedule during principal photography. As a result of Cullen?s dilatory conduct, eight (8) days of principal photography 7 had obtained a conditional commitment to bond the Picture, Film Finances, announced that it would not had to be added to the schedule, and a second unit had to be added for several days. This signi?cantly increased production costs. 35. Midway through principal photography, the bonding company from which Nicola Six bond the ?lm because it did not believe, based on Cullen?s failure to adhere to the shooting schedule, that Cullen could deliver the Picture on schedule and budget. The third party from which Media Talent had obtained a tentative commitment to provide production ?nancing, Demarest Films, was contacted by Film Finances and warned not to ?nance the Picture. In short, due to Cullen?s delays, Demarest Films cancelled ?nancing for the Picture, to the ?nancial detriment of Plaintiff. 36. During principal photography, Heard and Cullen secretly made unauthorized changes to certain of the screenplay?s more provocative scenes including scenes containing nudity, without notifying Nicola Six or obtaining Nicola Six?s consent. By unilaterally changing the content of the screenplay, Heard interfered with Cullen?s director agreement and contractual relationship with Plaintiff. 37. Notwithstanding the above, from principal photography through post-production, Cullen complained that he had not. been paid. His complaints (which were a pretext for his failures) were erroneous. 38. After the completion of principal photography, Cullen was obligated under his Director Agreement to work exclusively on editing the Director?s Cut until he presented the Director?s Cut to Plaintiff. Similarly, under the Directors Guild of America Basic Agreement Agreement?), Cullen was obligated to diligently and continuously render his services in connection with preparation of the Director?s Cut.4 However, Cullen remained absent from his exclusive editing duties for extended, unexcused periods of time, lasting many weeks, to work on a Katy Perry music video and at least one other project. He dismissed his ?lm editors during some or all of that time so no work could be done on the project. In April 2014, Nicola Six requested that Cullen return to work exclusively on editing the Picture, but Cullen ignored this request. 4 Nicola Six became a signatory to the DGA Agreement for the purposes of the ?lm. Cullen was at all relevant times a member of the DGA and thus obligated to abide by the DGA Agreement. 8 COMPLAINT sell, and release the Picture, while also attempting to salvage its substantial investment in it (and those 39. On or about August 15, 2014, Cullen was materially late in delivering the Picture. As of that date, the Picture was already $2 million over budget, and Nicola Six had no indication from Cullen when he would deliver the Picture. On August 15, 2014, Plaintiff terminated Cullen?s formal editing rights period and so noti?ed the BOA. Cullen has yet to deliver a completed version of the Picture. D. The Continuing Course of Tortious Conduct of Heard, Cullen, and Others 40. Given no choice as a result of Cullen?s breaches and misconductw?and with its investment entirely at risk?Plaintiff Nicola Six began assembling a Producer?s Cut so it could market, of its co-investors). (Starting in December 2014, Nicola Six would begin incurring increased ?nancing interest and penalties due to the delays in production and post-production caused by Cullen.) Plaintiff repeatedly consulted with Cullen on the Producer?s Cut, allowing Cullen to screen the Producer?s Cut and provide notes on the same, and it made changes to the Producer?s Cut in accordance with his notes. Meanwhile, Cullen continued to work on a Director?s Cut after August 22, 2014, despite being told there was no funding for him to do so. Cullen and Heard also interfered with Nicola Six?s efforts to ?nish and release the Producer?s Cut. Cullen, for example, informed Nicola Six during this period that Heard would not comply with commitment to act in scenes requiring nudity, in contravention of her contractual obligations. Plaintiff is informed and believes, and based thereon alleges, that Heard was aware of, agreed to, and encouraged Cullen?s aforementioned representations to Plaintiff. 41. On November 7, 2014, as Nicola Six was preparing to submit a version of the Producer?s Cut to the Sundanoe Film Festival (?Sundance?), Geyer Kosinski of Media Talent (a producer, who was also Cullen and Heard?s manager) attempted to impede Nicola Six?s efforts, erroneously implying or claiming in an e-mail to Plaintiff, sales agents, and others, that Plaintiff did not have the copyright ownership or other rights to do so. Plaintiff is informed and believes, and based thereon alleges that contrary to their representations, Media Talent and Kosinski knew or should have known that neither the actors, the director, nor Kosinski/Media Talent had ever been granted final cutting authority over the Picture, and their ?approval? or ?authorization? was not required to release the Picture. Nevertheless, Media Talent, whom Plaintiff is informed and believes was acting on behalf of Heard and others, 9 COMPLAINT e-JO?xUl-ibum succeeded in its efforts to derail Nicola Six, as its actions and comments undermined Nicola Six?s efforts to submit the Picture and market it at Sundance. 42. Plaintiff is informed and believes, and based thereon alleges that, as one of the actors has acknowledged, before and during this timeframe, Cullen (his company Motion Theory), producer Media Talent/Kosinski, actors Heard, Thornton, Sturgess, and others knowingly conspired together to thwart Nicola Six?s efforts to release the Picture, to deprive Nicola Six of the bene?ts of its contracts with said actors, director and producer, and to damage Nicola Six and the Picture?s investors by effectively depriving Plaintiff of its ownership and exploitation rights. 43. On November 8, 2014, Cullen e?mailed Nicola Six to advise that he had watched the Producer?s Cut of the Picture but, without any legal or factual basis, he refused to acknowledge that Nicola Six had ?nal cutting authority over the Picture. Instead, he?presumptuously and without legal basis?stated that he and his manager (who did not have approval rights) did ?not wish to move forward with the 11.3.14 [Producer?s] edit.? E. Defendants? Collusion and Conspiracy with Cullen and Others to Thwart Nicola Six?s Rights to Market and Sell the Picture 44. As noted above, Plaintiff is informed and believes, and based thereon alleges that as of November 2014 but commencing earlier and continuing thereafter, Heard, Cullen, and others knowingly conspired together to thwart Nicola Six?s efforts to market and sell the Picture, to deprive Nicola Six of the bene?ts of its contracts with said actors, director and producer, and to ?nancially and reputationally damage Nicola Six, the Picture, and the Picture?s investors. 45. On November 20, 2014, shortly after Media Talent had threatened Nicola Six that the actors would support only a ?Director?s Cut? of the Picture (even though no such completed cut existed), Heard incorrectly informed Nicola Six that the Producer?s Cut that was allegedly submitted to Sundance contained unauthorized nude and simulated sex scenes. In an effort to intimidate Nicola Six, Heard falsely claimed to Nicola Six that she had not contractually agreed to allow the use of nudity in the Picture. Heard also falsely claimed that she had not granted Nicola Six the right to the results and proceeds of her acting services in the Picture. 10 COMPLAINT 46. Heard?s claim that Nicola Six had no right to use her performance in the Picture was utterly false, as in addition to her good faith obligations and providing to Nicola Six her acting services for payment, Heard had signed a Certi?cate of Engagement and Actor Agreement expressly granting Nicola Six sole rights in the products of her acting services. 47. llcard?s claim that she had not contractually agreed to nudity was false, as her representative had informed Nicola Six?s attorney on July 24, 2013 that Heard had agreed to the inclusion of nudity in the Picture. In August 2013, partially in reliance upon these assurances, Nicola Six paid into escrow Heard?s full ?xed compensation for the Picture, which was paid to her in September and October 2013. Heard accepted full payment of ?xed compensation Without reservation, having known of and agreed to the inclusion of nudity in the Picture. 48. Further, in the late Summer or early Fall of 2013, Nicola Six sent Heard a Nudity Rider, along with the C013 and Actor Agreement. The Nudity Rider provides that Defendant ?shall have the right to view the nude and sex scenes and approve such scenes which contain straight-on nipple or below-?ie-waist frontal nudity once the ?nal cut of the Picture has been completed and prior to any public viewing of the Picture.? Heard signed the COB as well as the Actor Agreement, which acknowledges that any nudity and simulated sex scenes ?shall be solely as set forth in the Nudity Rider attached hereto and made a part hereof. . . Thus, the suggestion that she had not agreed to the use of nudity in the picture was false. And in any event, contrary to Heard?s conspiracy and campaign against Plaintiff and the Picture, any nudity in the Picture is consistent with the terms of the Nudity Rider (the Picture does not contain impermissible frontal nudity). 49. As a result of Heard?s refusal to comply with her contractual obligations?including her improper refusal to act in provocative scenes contained in the pre-approved script?key scenes in the script had to be removed and/or rewritten to accommodate Heard?s behavior. These scenes had to be removed and/or rewritten even though Plaintiff had already, reasonably and justi?ably, expended funds to east and build a set for them. 50. Nevertheless, Heard?s misguided and unlawful conspiratorial campaign continued, throughout and past the winter of 2014 (and it is ongoing). During that period, Heard purported to demand that Nicola Six stop showing the Producer?s Cut to third parties, ?including film festivals? 11 COMPIAINT \lChUl-?: Heard, Sturgess, and Thornton were encouraged by Kosinski/Media Talent to refuse to participate because it supposedly contained ?unauthorized? nude and simulated sex scenes and that she would only approve ?Cullen?s [incomplete] version of the Picture.? However, the Director?s Cut, to Nicola Six?s knowledge, contained the same nude andfor simulated sex scenes as the Producer?s Cut. Thus, Heard?s claim that the Producer?s Cut contained ?unauthorized? nude and simulated sex scenes was without basis and was merely part of her bullying campaign to obstruct Plaintiff ownership and exploitation rights. 51. Plaintiff is informed and believes, and based thereon alleges that in or about February, in ADR on the Producer?s Cut. 52. In the late winter of 2015, Heard acknowledged her obligation to perform ADR on the Picture, which was important to the sound and, therefore, the quality and integrity of the Picture. Approximately one month later, however, in violation of her contractual obligations, Heard advised Nicola Six that she would do ADR only on the incomplete, un?nished ?Director?s Cut? and she would not perform ADR on the Producer?s Cut (the only viable cut). Heard, Sturgess, and Thornton did, in fact, fail to perfomi ADR on that Cut, in violation of their contractual obligations. 53. On April 4, 2015, Heard?s agent brazenly informed Nicola Six that she was not going to support the Producer?s Cut of the Picture, in violation of her contractual obligation to do so. 54. On May 17, 18, 21, and 22, 2015, Heard, Thornton, Depp and Sturgess each sent coordinated letters to Nicola Six and/or Chris Hanley criticizing and disparaging the Producer?s Cut and effectively advising that they wouldn?t support it.5 Shortly afterward, as part of their ongoing conspiratorial campaign against Nicola Six, the actors or their agents forwarded their correspondence to Martin Amis, the esteemed author of the Novel. This act, along with Heard?s other disclosures of con?dential information, was in violation of Heard?s agreements with Nicola Six, including her executed Certi?cate of Engagement with Nicola Six in which she promised not to disclose con?dential information regarding the Picture or Nicola Six. 5 As noted herein, with the sole exception of Depp, who had no such contractual obligation, the other actors were contractually required to promote the Picture. 12 COMPLAINT Defendants? Continuing Breaches Of Their Agreements and Promises to Promote the Picture at the Highly-Selective Toronto International Film Festival 55. In mid-August 2015, the Toronto International Film Festival?s highly-selective Selection Committee accepted the Producer?s Cut of the Picture as a main selection. As discussed above, TIFF is an important, high?pro?le ?lm festival where foreign and domestic distribution deals are negotiated for theatrical motion pictures. Being selected for inclusion at TIFF is important for any picture. It is particularly coveted for an independent Picture such as ?London Fields? seeking distribution. 56. The Picture?s red-carpet premiere was scheduled for September 18, 2015. Heard, along with Cullen and each of the other actors in the Picture with the exception of Depp, was obligated under a Publicity and Promotion Agreement to promote the Picture at ?major festivals? such as TIFF. Along with Cullen and the others, Heard?s promotion of the Picture was an essential part of her Publicity Contract and was particularly important to Plaintiff. 57. Heard was one of the most photographed attendees at 2015?s TIFF (where she supported ?The Danish Girl? and her then?husband Johnny Depp?s film, ?Black Mass?). Her refusal to support ?London Fields? despite her presence at TIFF was thus all-the-more apparent to the public, marketers, sales agents. and distributors?and therefore all-the~rnore harmful to the Plaintiff, the Picture, and its investors. Indeed, in an industry in which perception is of great import, Heard?s actions (and inaction) Spoke volumes, and helped Heard achieve her goal (misguided though it was) of thwarting or burying the Picture. 58. In or around mid-to late August, Nicola Six requested that Heard and her co~stars and Cullen attend the TIFF premiere to support and promote the Picture, offering to pay for ?rst-class transportation and accommodations. 59. The actors refused to support and promote the Picture, as did Cullen, who stated that the actors would not support the Producer?s Cut of the Picture (the only extant Cut and the one accepted by TIFF), and in particular. that ?Amber [Heard] will never go for it.? 60. Subsequently?and shockingly?by e-mail dated August 29, 2015, Heard (through her agent) sought to have Artistic Director Cameron Bailey pull the Picture from the festival. Heard and her agent had no legitimate legal or other basis for their egregious request, which also referenced the Picture?s other actors who were acting in concert with Heard. Indeed, the request was made in violation 13 COMPLAINT Heard?s clear contractual obligations and as part of her unlawful conspiracy and campaign against Plaintiff and the Producer?s Cut of the Picture. 61. Although Heard?s unlawful actions were made under the guise of ?supporting her director? against Plaintiff, Plaintiff is informed and believes, and based thereon alleges that Heard?s unlawful actions were taken for other, imprOper reasons. But regardless of her motivations, it is evident that Heard?s actions were in violation of her contractual obligations. 62. In early September, 2015, Nicola Six asked Heard to con?rm that she planned to promote and support the Picture at TIFF per her contract. Heard had been paid $200,000, minus the ?xed compensation due under her Actor Agreement, in exchange for her promise to promote the Picture at festivals including TIFF and it was well known that Heard would attend TIFF to promote ?The Danish Girl? and support ?Black Mass.? 63. Despite Plaintiffs requests that Heard confirm that she planned to support and promote the Picture at TIFF in accordance with her contractual agreement, and despite her acceptance of payment in exchange for her promise to support and promote the Picture, Defendants refused to confirm that Heard would attend the Picture?s TIFF premiere in support and promotion of the Picture and instead asserted ?imsy excuses for I-Ieard?s non-attendance and lack of support at TIFF. 64. During this timeframe, Nicola Six was engaged in negotiations with potential distributors for the ?lm and, as is customary in the ?lm industry and pursuant to the actors? contracts (excluding Depp, who was not contractually required to promote the ?lm)?and as Defendants knew?these distributors (like TIFF) expected Heard and the actors to support and promote the Picture at TIFF. 65. As expected, Heard?s concerted campaign against the Picture, including her failure to comply with her contractual obligations and her tortious conduct, had the effect of, among other things, causing all potential distributors with whom Nicola Six was negotiating, except one, to Withdraw their offers or break off discussions regarding the distribution of the Picture. 66. On the eve of the TIFF premiere, as Heard and others had planned and hOped, as a result of Heard?s tortious and contractual misconduct, TIFF canceled the Picture?s red?carpet premiere. TIFF also cancelled all remaining public screenings of the Picture, throwing the sales process into disarray and causing TIFF attendees and others to proclaim that the Picture would indeed effectively be buried. 14 COMPLAINT 67. Heard?s misconduct and contractual breaches, including her failure to promote the Picture as required by her agreements with Nicola Six, her conSpiracy with Cullen and other of the Picture?s actors, and her encouragement of Cullen?s misconduct and that of the other actors, have had a severe negative impact on the Picture?s marketability and salability, domestic distribution prospects, and predicted foreign revenues. Indeed, as a result of the tortious conduct and contractual breaches of Defendants, Cullen, and the lead actors (except for Depp, who was not contractually required to promote the Picture), the film was dropped from TIFF at the 11th hour; the quality of the ?lm was diminished; distribution offers were withdraw and discussions terminated; and the Picture did not obtain distribution at TIFF. In short, Heard?s unlawful campaign against Plaintiff and the Picture has tarnished the Picture and damaged Nicola Six, ?nancially and reputationally, and she should be held accountable for her actions. FIRST CAUSE OF ACTION (Breach of Contract Against Both Defendants) 68. Plaintiff repeats, re-alleges, and incorporates each and every allegation set forth in Paragraphs 1-67, inclusive, as though fully set forth herein. 69. On or about October 4, 2013, Plaintiff and Defendants entered into an agreement regarding, among other things, the rendering of Heard?s acting services for the Picture (the ?Contract?). 70. Under the terms of the Contract, Plaintiff and Defendants agreed that, in exchange for consideration, including Fixed Compensation and Contingent Compensation, Heard would render acting services in the starring role of ?Nicola Six.? 71. Under the terms of the Contract, and in exchange for monetary consideration, Defendants also agreed to the following material terms: Plaintiff was the sole owner of the entire cOpyright and all other rights in the Picture; (ii) Plaintiff had the right to use Heard?s name and likeness; Heard would not disclose any con?dential information relating to the Picture and would not disparage Plaintiff or the Picture; (iv) Heard?s nudity and sex scenes in the Picture would be in accordance with the terms of a ?Nudity Rider,? which provided Heard the right to approve (Lily scenes that contained straight-on nipple or below?the-waist frontal nudity once the final cut of the Picture had been completed (and there 15 COMPLAINT are no such scenes in the Picture); and Heard would perform ADR (Automated Dialogue Replacement) sound?related services for the Picture. 72. The Contract is a binding, valid, and enforceable agreement. 73. Plaintiff performed all of the obligations, covenants, and conditions required of it, except to the extent any such obligations, covenants, or conditions have been excused, prevented, or waived by Defendants? acts or omissions. 74. Defendants materially breached their obligations under the Contract by, among other things, disclosing con?dential information regarding the Picture and disparaging Plaintiff, Chris and Roberta Hanley, and the Picture; failing to render or perform certain acting services in the Picture or approve the inclusion of certain nudity in the Picture; and failing to provide ADR services, as Heard was contractually required to do. 75. As a direct and foreseeable result of Defendants? breaches, Plaintiff has been damaged in an amount exceeding $10 million. SECOND CAUSE OF ACTION (Breach of Contract Against Both Defendants) 76. Plaintiff repeats, re-aileges, and incorporates each and every allegation set forth in Paragraphs 1-75, inclusive, as though fully set forth herein. 77. On or about June 4, 2013, Plaintiff and Defendants entered into an agreement regarding the rendering of Heard?s promotion and publicity services in connection with the Picture (the ?Publicity Contract?). 78. Under the terms of the Publicity Contract, and as a material part of it, Plaintiff and Defendants agreed that, in exchange for consideration, including compensation, Heard would provide promotion and publicity services in connection with the Picture. 79. Under the terms of the Publicity Contract, and under the bold heading AND PUBLICITY Heard agreed to render promotional and publicity services, which included promoting and publicizing the Picture and appearing on television and radio and at special events in connection with major film festivals, including the Toronto International Film Festival. 16 COMPLAINT 00x30 \0 80. Heard knew and understood that this was an essential and material part of the Publicity Contract. 81. Plaintiff performed all of the obligations, covenants, and conditions required of it, except to the extent any such obligations. covenants, or conditions have been excused, prevented, or waived by Defendants? acts or omissions. 82. Defendants materially breached their obligations under the Publicity Contract by, among other things, failing and refusing to provide any promotion or publicity services, as reasonably requested by Plaintiff, as set forth herein. Among other things, Heard rebuffed Plaintiff?s requests that she appear at the 2015 Toronto International Film Festival, attend the red carpet TIFF premiere of the Picture, and provide other promotion and publicity services in support of ?London Fields.? 83. As a direct and foreseeable result of Defendants? breaches, Plaintiff has been damaged in an amount exceeding $10 million. THIRD CAUSE OF ACTION (Anticipatory Breach of Contract Against Both Defendants) 84. Plaintiff repeats, re-alleges, and incorporates each and every allegation set forth in Paragraphs 1?83, inclusive, as though fully set forth herein. 85. On or about June 4, 2013, Plaintiff and Defendants entered into an agreement regarding the rendering of Heard?s promotion and publicity services in connection with the Picture (the ?Publicity Contract?). 86. Under the terms of the Publicity Contract, and as a material part of it, Plaintiff and Defendants agreed that, in exchange for consideration, including compensation, Heard would provide promotion and publicity services in connection with the Picture. 87. Under the terms of the Publicity Contract, and under the bold heading AND PUBLICITY Heard agreed to render promotional and publicity services, which included promoting and publicizing the Picture and appearing on television and radio and at special events in connection with major film festivals, including the Toronto International Film Festival. 88. Heard knew and understood that this was an essential and material part of the Publicity Contract. 17 COMPLAINT U) UI ?300?le 89. Plaintiff performed all of the obligations, covenants, and conditions required of it, except to the extent any such obligations, covenants, or conditions have been excused, prevented, or waived by Defendants? acts or omissions. 90. Defendants anticipatorily breached the Publicity Contract by repudiating, without a legitimate basis, their obligation to render promotion or publicity services, as reasonably requested by Plaintiff. Among other things, Defendants? words or conduct clearly indicated that Heard would not ful?ll the requirements of her Publicity Contract by failing to agree to support the Picture at the 2015 Toronto International Film Festival or attend the red carpet TIFF premiere of the Picture, and failing to provide other promotion and publicity services in support of ?London Fields.? 91. As a direct and foreseeable result of Defendants? breaches, Plaintiff has been damaged in an amount exceeding $10 million. FOURTH CAUSE OF ACTION (Breach of Duty of Good Faith and Fair Dealing Against Both Defendants) 92. Plaintiff repeats, re-alleges, and incorporates each and every allegation set forth in Paragraphs 1?91, inclusive, as though fully set forth herein. 93. The Actor Agreement, Certi?cate of Engagement, Nudity Rider, and Publicity Contract are contracts entered into between Plaintiff and defendants, each of which contains a covenant implied by law that Defendants will act toward Plaintiff in good faith and with fair dealing. 94. Plaintiff did all or substantial all of the signi?cant things the contracts required or Plaintiff was excused from having to do those things as a result of Defendants? conduct, and all conditions required for Defendants? performance had either occurred or were excused. 95. The implied covenant of good faith and fair dealing imposes upon Defendants the duty not to take any action with the motive to frustrate Plaintiff?s enjoyment of its rights under the Actor Agreement, Certi?cate of Engagement, Nudity Rider, and Publicity Contract. Plaintiff is informed and believes, and based thereon alleges, that Defendants, in doing the acts alleged herein, have breached the covenant of good faith and fair dealing implied in the Actor Agreement, Certi?cate of Engagement, Nudity Rider, and Publicity Contract in that Defendants, in bad faith and with a motive to intentionally 1 8 COMPLAINT DJ frustrate Plaintiff enjoyment of its rights under the above-mentioned Agreements, have perpetrated the above-described acts and omissions. 96. As a direct and proximate result of the above-desc ribed acts of Defendants, Plaintiff has been damaged in an amount exceeding $10 million. FIFTH CAUSE OF ACTION (Intentional Interference with Contract Against All Defendants) 97. Plaintiff repeats, re-alleges, and incorporates each and every allegation set forth in 8 Paragraphs 1-96, inclusive, as though fully set forth herein. 98. In addition to the contracts with Defendants, Plaintiff entered into separate contracts with Billy Bob Thornton. James Sturgess (the ?Actors"), Cullen (and his company ?Motion Theory?), and Kosinski/Media Talent for their services in connection with the Picture. 99. The contracts with the Actors required them to make themselves available for certain post-production work on the Picture, including rendering ADR services. The contracts with the Actors prohibited them from disclosing con?dential information to third parties regarding the Picture or Plaintiff, except that the Actors could make incidental non-derogatory references to the Picture in press interviews and other publicity. The contracts with the Actors also required them to provide publicity and promotional services for the Picture at major festivals such as the Toronto International Film Festival. 100. The contracts with Cullen/Motion Theory required them to not disclose con?dential information regarding the Picture or Nicola Six, except they could make incidental non-derogatory references to the Picture in press interviews or other publicity. The contracts with Cullen/Motion Theory required them to deliver the Picture on time and on budget; to support and promote the Picture; to adhere to the Nicola Six-approved shooting script for the Picture ;and to perform services subject to Nicola Six?s control (including regarding matters of artistic taste and judgment). 101. The contracts with Kosinski/Media Talent required them to not disclose con?dential information regarding the Picture or Nicola Six; to not make derogatory comments regarding the Picture or Nicola Six (or its officers or employees), except they could make incidental non-derogatory l9 COMPLAINT \DOO?alm references to the Picture in press interviews and other publicity; and to not encourage any other person connected with the Picture to do so. 102. Plaintiff is infonned and believes, and based thereon alleges, that Heard was aware of the above-referenced contracts. 103. Starting in our about late 2013, Defendants and Does 1-20, and each of them, knowingly and willfully conspired and agreed with the above~referenced Actors and with Mathew Cullen/Motion Theory to damage Plaintiff Nicola Six by depriving it of the bene?ts of these contracts, by inducing each other to disrupt and breach their respective contracts. 104. On information and belief, pursuant to such conspiracy and in furtherance thereof, the following acts took place, as part of the conspiracy: I the Actors were encouraged by Defendants and Does 1-20 to refuse and fail to perform, and they in fact failed to perfomt, all necessary ADR on the Picture, in Violation of their contracts; 0 the Actors were encouraged by Defendants and Does 1-20 to refuse and fail to promote, and they in fact failed to promote, the Picture at TIFF, despite the fact each of them had been paid in exchange for their promises to do so, in violation of their contracts; - Cullen was encouraged by Defendants and Does 1-20 to refuse and fail to promote, and he in fact failed to promote, the Picture at TIFF, in violation of his contractual obligations; :0 the Actors, Cullen, and Media Talent were encouraged by Defendants and Does 1-20 to make, and in fact did make, disparaging remarks and/or disclose con?dential information about the Picture and Nicola Six to third parties including but not limited to Martin Amis and Cameron Bailey, in violation of their contracts; 0 Cullen was encouraged by Defendants and Does 1-20 to fail to deliver, and he in fact failed to deliver, the Picture in accordance with the original screenplay 20 COMPLAINT and shooting script on time and on budget, in violation of his contractual obligations; - Cullen was encouraged by Defendants and Does 1-20 to fail to, and he did in fact fail to, adhere to the Nicola Six-approved shooting script, in violation of his contracts; and Cullen and Media Talent were encouraged by Defendants and Does 1?20 to fail to, and they in fact did fail to, perform services subject to Nicola Six?s control, including regarding matters of artistic taste and judgment. 105. As a direct and proximate result of the mongful acts of Defendants and Does 1?20 pursuant to the above-referenced conSpiracy, the Defendants, the Actors, Cullen, and Media Talent wrongfully breached their various contracts with Nicola Six by, among other things: failing to perform ADR on the Picture, as required of the Actors (as de?ned in Paragraph 100, above); failing to support or promote the Picture at TIFF, as required of the Actors (excluding Depp) and Cullen; making disparaging remarks about the Picture and Nicola Six, and/or disclosing con?dential information about the Picture and Nicola Six to third parties, in violation of the agreements of the Actors, Cullen, and Media Talent; failing to deliver the ?lm on time or on budget (in the case of Cullen), in violation of his contract; failing to adhere to the approved shooting script (in the case of Cullen); and failing to perform services subject to Nicola Six?s control, including in regard to matters of artistic taste and judgment, in the case of Cullen and Media Talent, in violation of their contracts. 106. Nicola Six has performed all conditions, covenants, and promises under said contracts, except those which Nicola Six was excused or prevented from performing. 107. As a direct and proximate result of the wrongful acts described herein, pursuant to the conspiracy alleged herein, Nicola Six has been damaged in a sum exceeding $10 million. 108. The actions of Defendants and Docs 1-20, and each of them, were fraudulent, willful, wanton, malicious, and Oppressive, entitling Nicola Six to an award of punitive damages, in an amount the trier of fact deems proper according to proof at trial. SIXTH CAUSE OF ACTION (Declaratory Relief Against Both Defendants) 21 COMPLAINT 109. Plaintiff repeats, re?alleges, and incorporates each and every allegation set forth in Paragraphs 1-108, inclusive, as though fully set forth herein. 110. As set forth above, an actual controversy has arisen and now exists between Plaintiff and Defendant Heard, in that: 11. Plaintiff contends that: a. Defendants breached their obligations under the COE and Actor Agreement by, among other things: disclosing con?dential information regarding the Picture and disparaging Plaintiff and/or its members; failing to render acting services in accordance with the approved shooting script and to approve the inclusion of nudity in the Picture; and failing to provide ADR services, as required for the Picture; and b. Defendants breached their obligations under the Publicity Contract. 112. Plaintiff is informed and believes, and based thereon alleges, that Defendants deny the foregoing. 113. Plaintiff desires and is entitled to a judicial determination of the parties? rights and obligations. 114. A judicial declaration is necessary and appropriate at this time under the circumstances in order for the parties to ascertain their rights and obligations. 115. As a direct and proximate result of Defendants? conduct as set forth herein, Plaintiff has incurred damages in a sum exceeding $10 million. PRAYER FOR RELIEF WHEREFORE. Plaintiff prays for relief as follows: On the First Cause of Action: 1. For compensatory damages against Defendants in an amount to be determined according to proof at trial in excess of $10 million. On the Second Cause of Action: 2. For compensatory damages against Defendants in an amount to be determined according to proof at trial in excess of $10 million. 22 COMPLAINT the Third Cause of Action: 3. For compensatory damages against Defendants in an amount to be determined according to proof at trial in excess of $10 million. On the Fourth Cause of Action: 4. For compensatory damages against Defendants in an amount to be determined according to proof at trial in excess of $10 million. On the Fifth Cause of Action: 5. For compensatory damages against Defendants in an amount to be determined according to proof at trial; and 6. For exemplary and punitive damages against Defendants in an amount to be determined according to proof at trial. On the Sixth Cause of Action: 7. For a judicial declaration con?rming that: a. Defendants breached their contractual obligations under the COB and Actor Agreement as set forth herein; and b. Defendants breached their contractual obligations under the Promotion and Publicity Services Agreement as set forth herein. On All Causes of Action: 8. For interest; 9. For attorneys? fees as permitted by law; 10. For costs of suit incurred herein as permitted by law; and ll. For such other and further relief as the Court deems just and proper. Dated: November 20, 2016 GREENBERG TRAURIG, LLP 222: ?ab s. ROSENGART Attorneys for Plaintiff NICOLA SIX LIMITED 23 COMPLAINT