INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 NEW YORK NEW YORK SUPREME STATE COURT COUNTY ------------------------------------------------------------- JOHN DINN X SUMMONS : MANN, : Plaintiff, v. : Plaintiff : NEW YORK : MLB ADVANCED BAMTECH, MEDIA, and L.P.; LLC, above-named a copy of your exclusive of the summons is not failure Dated: New or, SUMMONED if the attorney (or service delivered or answer, 29, York, complaint of personally in the March The : residence of the basis venue is: of Defendants X Plaintiff's day to appear demanded HEREBY answer, on the appearance : Defendants: ARE YOU place : ------------------------------------------------------------- the as the COUNTY of trial : Defendants. To designates judgment to answer is not within within will (30) within be taken this (20) after days after the service service of New State against you by action to summons, days the in this complaint with served twenty thirty to you the of this York); and for default the 2018 York WIGDOR LLP By: d)ouglas g Michael 85 Fifth New H. J. Willemin Avenue York, Telephone: Facsimile: New York 257-6800 (212) 257-6845 mwillemin@wigdorlaw.com 1 of 12 for 10003 (212) dwigdor@wigdorlaw.com Counsel Wigdor Plaint' in to serve a notice summons, if this is complete complaint. New and serve case relief of your of INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 NEW YORK NEW YORK SUPREME STATE COURT COUNTY ------------------------------------------------------------- JOHN DINN X : MANN, Index : Plaintiff, No.: : v. COMPLAINT : : MLB ADVANCED BAMTECH, MEDIA, and L.P.; : : LLC, Trial Jury Demanded : Defendants. : ------------------------------------------------------------- Plaintiff John Dinn X Mann ("Plaintiff") John Media from ("BAM") In 2. Mann and granted The Mr. his Mann Noah and Mann to Mr. and of his life a multi-billion of his work hard from Garden, Garden Mr. 17 years into startup in recognition colleague, Mann over spent a fledgling 2006, grants equity Dinn as follows: STATEMENT PRELIMINARY 1. alleges hereby a 2% Mr. Garden were meeting, Mr. in BAM's formalized Advanced juggernaut. - BAM to IMG to join interest equity media dedication BAM leaving each dollar and MLB transforming - the and to keep BAM of Board business." "non-baseball a June during 29, Mr. 2006 Board meeting. 3. the had equity Bowman. all good," you Mr. been The email and followed 4. and after Minutes Garden: Four the sent granted, up "[g]ents, an email email "[n]o read, days Board shortly later, thereafter Mike I spoke from Mellis, with Bob to BAM's you in Chief an email: be both." 2 of 12 good." "[ylou General [Bowman] was about are Officer about board's Bob "It' "It's responded, to become wrote whether ("CEO"), Bowman Counsel, the to learn anxious Executive . . . can't MLB's who Garden, to both decision. f Mr. u rich." Mann Congrats to INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 5. LLC BAMTECH, 6. 75% purchase advised Mr. in he is not of his when BAMTech. Mann (without an equity faith fair and paid To make matters that and he will and not seeks of breaches as well dealing, as for contract Rules and and two entity to their no transactions BAMTech and have prior to since that agreement) compensation in consideration unjust and as well relief, of the breaches AND over equitable estoppel promissory has jurisdiction Court This any he received over contrary receive injunctive declaratory, JURISDICTION 8. billion BAM both explanation coherent any of BAMTech, $2.6 worse, the $3,750,000,000. owner approximately under consolidated eventually approximately is a 2% Mann Mr. recently Defendants' to redress damages, worth was in BAMTech. action This that holder interest ownership 7. good Disney of fact fact the which is now ("BAMTech"), Despite compensation business," "non-baseball The as monetary of covenant implied enrichment. VENUE to Civil pursuant Defendants Practice & Law § 301. ("CPLR") 9. is proper Venue reside in New to this action York and County in New occurred to CPLR pursuant because York § 503 a substantial because one of the part or more of Defendants or omissions events rise giving County. PARTIES Plaintiff 10. Content York. teams. for all Dinn Mann former is the Executive Vice President ("EVP") of at BAM. 11. New John BAM It was MLB MLB Defendant is a limited formed teams. in 2000 BAM Advanced partnership for operates the Media, L.P., of the owners purpose various of online is a Delaware of Major consolidating MLB 3 of 12 products company League the online and Baseball's rights resources, in headquartered 30 ("MLB") and ticket including sales INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 MLB the MLB.com, developed At to facilitate technology Defendant 12. application Bat and the online In 13. was startup Mann Mr. BAM MLB.ty, games. in New headquartered company York. ALLEGATIONS EVP, As or syndicated was by BAM, Mr. Mann of as a Senior EVP of his 17 years life of for development, and Editor-in-Chief, Content. BAM to transform interactive operations MLB.com a fledgling execution and mobile portal, from digital media, programming on the including President Vice helping responsible strategic initiatives, industry position Mann Mr. BAM joined to the spent 15. of material devices through and networks. In 16. distributed by short, relationships MLB Baseball, 18. concerns Mr. was for responsible all the content published produced, and BAM. Over 17. and promoted juggernaut. published Mann Mr. to a media and social 2001, promptly 14. key with BACKGROUND L club MLB is a Delaware FACTUAL and connection of streaming LLC BAMTECH, In MLB.ty. the with, 17 years also was identified YES and instrumental relating to with others, many SNY Alumni, Mann Mann many, among Players, Mr. of his course BAM, the Mr. Mann Baseball integral was Hall of Fame, in establishing Minor the League Network. in bringing Joe Inzerillo to BAM to handle streaming-media preparedness, infrastructure, ways to Mr. Mann, who to promote the personnel scale. 19. realized MLB's BAM's ascent goal to centralize is in many MLB's attributable digital rights, 4 of 12 game successfully and to create INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 profound that for value leveraged Due BAM 21. on the work 22. work by Sports 24. revenue To for capabilities 26. establishing discussions top Baseball content just BAM occasions, Business industry. received the Awards. Association Writers of America, again staff. a few among many, are a testament of 19 "people to Mr. Mann's Mann Mr. was recognized as one to watch" in began Mann Mr. to grow, recognized the potential for new streams of Mann was League a foundation and able and momentum entities' entities to build momentum BAM's U.S. WCSN, in the continued, with platform intellectual strategically Soccer, with collaborations to adapt worked of non-baseball as Major This Mann Mr. end, critical ESPN representatives responsible for streaming property. vital with relationships Figure evolution of allocations and and Skating of many and others, BAMTech. deal employees, on branding entities of review forthcoming over-the- services. 28. and the the in a way business Journal. Business this Mr. 27. Sports and the credibility. distribution such individuals his clubs on multiple at the into MLB for to grow of baseball. outside 25. and in 2008, BAM As Mann and Indeed, the accepted opportunities money efforts, award accomplishments, reputation 23. was of Mr. These ethic, MLB also found Mann's Media" in Digital "Best prestigious to create to Mr. largely strategic identifying assets existing 20. based shareholders, HBO, Mr. among Mann many was also collaborating others. 5 of 12 with Will Ferrell's Funny or Die INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 In 29. under combined 30. for business was BAM from separated formally and August 2016, has Disney 75% purchased BAMTech of in two transactions, $2,580,000,000. 31. to published According which $3,750,000,000, MANN MR. II. non-baseball BAMTech. Since a reported BAM's 2016, in no is due small part to Mr. A 2% EQUITY GIVEN IS BAMTech reports, 32. When Mr. 33. Then, in December Mann BAM joined is now Mann's contributions. INTEREST in 2001, at approximately valued BAMTECH IN he was a 0.35% granted in interest equity BAM. Mr. Mann to 34. 0.35% 35. 36. Mr. Mann, 37. offers to Mr. and equity Garden Mann The Mr. for sign did, $209 and on pressure an agreement on put being a Long right his waiving Term Incentive Garden and to the Plan worth he forfeited. through Mr. mid-2006, and Mr. offers Garden Bowman Mr. and Mr. Mann, Bowman were out and to pitch to California Forstmann got cold then-Chairman with feet the and three regard CEO of on joining to Bowman, flew IMG, IMG. but extended Garden. made were partner a founding Forstmann, Ultimately, 38. Mann the and substantial applied in BAM. interest equity to, Bowman and IMG. by Ted asked in late-2005 Then, recruited was BAM 2004, 0.35% in exchange than less considerably Mr. BAM in his up Mann Mr. equity heavily give simply of to Mr. prepared Mann and to accept the Mr. Garden offers 6 of 12 from included IMG. equity in IMG, and Mr. INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 39. to stay and promised 40. if to counter A 42. Bowman BAM equal could repercussions" 44. On June BAM. each as to the 29, you . . . can't in Four and Mr. you both. Garden: Could "[g]ents, you please that had been and Garden Mr. give him by IMG. an an equity responded, are to become about Mike I spoke send Mellis, with Bob massive the giving business (now, BAMTech), the IMG Garden Mann that and IMG. "It's u all it?" 7 of 12 and from Garden Mr. as well as to Bowman Garden good," and wrote, followed to inquire email "[n]o up shortly rich." about tax Mann an email Mr. General [Bowman] offer opportunity. sent in BAM. f stay an opportunity Board a competing Mr. MLB's me the proposed be "massive, which Mr. Bowman Mr. Forstmann during grant told only to Mr. to entertain agreed forego meeting, would offer. Garden and Mann Bowman you" would offered Mr. and without IMG a meeting BAM that "screw there BAM left Mr. that say, non-baseball Board regarding later, Mr. business, to the and with the "[ylou days Garden held in the good." an email: 46. Mr. to stay be Garden and discussed should Mann Mr. Mann 2% equity decision Mann Mr. Board after equity non-baseball in response the the Mann Mr. Board. Mann Mr. specifically in the and 2006, BAM the that was course, warned Mr. Minutes Board's thereafter from offer, compensation, 45. from IMG's a proposal awarded increased equity Ultimately, with insisted Mann given also them to persuade offer. Mr. Mann discuss for of and if Mr. and IMG point, Bowman 43. to meet critical if he was bat" to attempted aggressively Bowman the 41. MLB were to "go Specifically, opportunity with Bowman However, structure wrote Counsel, the board's from IMG to both decision. so that Mr. Mann Congrats we can to work INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 BAMTECH III. AND TO DISNEY SOLD IS MANN MR. NO RECEIVES COMPENSATION 47. Despite compensation when 75% purchase of 48. and was to compensation make matters sign His offered that explanation) compensation and he is not that away Plaintiff a 2% actually of his Plaintiff a 2% Plaintiff was business as BAMTech. BAMTech breached hereby any have since given By and the two no transactions failing refusing aforementioned and at the cause result in the is currently worth FOR A to waiver of 2017, rights and end of his set forth Defendants interest equity to make Mann and will yet million, BAM. against Mr. advised $80 (without not coherent any receive any CAUSE of OF ACTION Contract) each re-alleges and every allegation in all of the herein. entered into in BAM's payments to recognize he has nearly interest. FIRST and claims in BAMTech owner ownership repeats as if fully paragraphs 53. he received over without fired could from (Breach 52. billion $2.6 was in BAMTech BAMTech AS AND preceding of BAMTech, in BAMTech. to walk BAM Mann agreement interest in consideration 51. owner approximately Mr. worse, owner ownership Both 50. paid a separation $2 million only is a 2% Mann Mr. recently as an equity 49. was Disney that BAMTech. To asked fact the Plaintiff a binding non-baseball to Plaintiff as holding contract. 8 of 12 contract which business, in consideration equity pursuant of his in BAMTech, to which is now doing 2% interest in Defendants have he INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 54. As and suffered, greatest to the a direct and continues to extent permitted under AS AND (Breach Plaintiff 55. a 2% Plaintiff was given business as BAMTech. 57. the contract. 58. good faith which and fair a direct and dealing, this to act equity proximate result has of Plaintiff paragraphs preceding 60. baseball business, hereby as if fully Defendants which repeats to the A THIRD set forth promised is now and doing contract damages Dealing) in all of the faith of to which pursuant which business, in good of his faith good is now fair conduct and and fair doing dealing dealing in BAMTech 2% interest Defendants' and breach continues to greatest extent CAUSE OF each re-alleges of the suffer, implied covenant harm economic permitted under for law. ACTION and every allegation in all of the herein. Plaintiff that business by and Estoppel) (Promissory 59. of in BAMTech. suffered, damages FOR Fair allegation every covenant implied as holding AS AND to an award has ACTION and non-baseball in consideration of and a binding into to Plaintiff a duty to an award he is entitled OF Faith each in BAM's interest Plaintiff Plaintiff contract, he is entitled Good re-alleges entered breached Plaintiff of herein. Defendants to Plaintiff payments As and set forth owed which CAUSE of Covenant repeats Defendants to recognize refusing A SECOND Implied equity Defendants to make failing and for breach law. FOR as if fully Plaintiff 56. the hereby paragraphs preceding under of harm economic suffer, Defendants' of Defendants result proximate he was as BAMTech. 9 of 12 a 2% equity owner in BAM's non- of INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 Plaintiff 61. job at IMG and BAMTech into 62. Plaintiff to work a company worth nearly $4 billion. failed to act in accordance Defendants As a direct to an award entitled and has of 65. baseball Defendants and Plaintiff at IMG BAMTech and into Plaintiff's a decade, with continues greatest to the FOR their alia, promise by and down turning which during in BAMTech is now and set forth he built time to make failing to recognize refusing doing to work a company worth extent for nearly to act economic harm under permitted CAUSE OF in accordance for which with he is law. ACTION each re-alleges and allegation every in all of the herein. that business a 2% he was in BAM's owner equity non- as BAMTech. Defendants' on Defendants relied continuing suffer, failure for Defendants $4 billion. promise over As inter by, a decade, a result, alia, turning which during Defendants were time down he built enriched at expense. 67. Permitting work equity grant should be required a Enrichment) Plaintiff reasonably to A FOURTH repeats promised which business, 66. job hereby as if fully paragraphs inter by, Defendants' of result (Unjust preceding over 2% interest of his suffered, damages Plaintiff for Defendants proximate AS AND 64. promise in BAMTech. equity Plaintiff promise, for in consideration as holding 63. their continuing to Plaintiff payments Defendants' on Defendants relied reasonably would to remit Defendants violate notions to Plaintiff to retain of the the good monies monies they conscience they 2018. 10 of 12 and received received equity due due and, to his post- to Plaintiff's thus, work Defendants in 2017 and a INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 AS AND FOR A FIFTH CAUSE OF - ACTION THE IN ALTERNATIVE (Fraud) Plaintiff 68. BAM 69. Plaintiff to remain BAM's non-baseball made and BAM made fulfill it. To and 72. reckless that the truth, that this ratified this false in and/or was was of the made a 2% granted it to induce by in interest equity such made a future to deceive and scienter. with or expectation, an intent wanton a willful, Plaintiff defraud BAM and false, promise statement or with knowingly, was with statement constitutes ratified intended representation into not to and remaining BAM. Plaintiff was 74. Plaintiff reasonably ignorant as to the relied upon falsity this of BAM's false representation. representation when he agreed to remain BAM. with As significant 76. and in all representation been had known, statement false representation false for this allegation every BAMTech. have acquiesced 73. 75. determined This with employed suffered extent authorized, disregard employed the and false Plaintiff that in and/or acquiesced material following d/b/a or should knew, each re-alleges herein. BAM: now business, authorized, 71. the with employed BAM 70. for is liable and set forth as if fully paragraphs preceding repeats hereby a result of BAM's deliberate misrepresentation is entitled to recovery of a material fact, Plaintiff damages. Accordingly, Plaintiff at trial. 1 11 of 12 against BAM in an amount to be INDEX NO. 651503/2018 FILED: NEW YORK COUNTY CLERK 03/29/2018 10:02 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/29/2018 PRAYER Plaintiff WHEREFORE, for Defendants A. complained B. plus interest, the A prays judgment declaratory An violate the of award An D. Prejudgment E. An F. Such and all on further all Dated: March New hereby 29, York, demands a trial of New favor his and as the by jury amount of practices to be economic Defendants determined at trial, damages; to be determined at trial; due; attorneys' reasonable relief an and/or in an amount amounts and Court fees may and costs; and deem just and fact and damages proper. DEMAND on all issues of stated herein. 2018 New against York; in monetary JURY Plaintiff in judgment conduct actions, Defendants, damages of Plaintiff's other State against for interest award enter Court the of the damages of punitive award the that laws Plaintiff to compensate C. that RELIEF relief: following of herein FOR York submitted, Respectfully WIGDOR LLP - By: D uglas H. Michael 85 Fifth New Avenue NY York, Telephone: Facsimile: 10003 257-6800 (212) (212) 257-6845 dwigdor@wigdorlaw.com mwillemin@wigdorlaw.com Attorneys 11 12 of 12 Wigdor J. Willemin for Plaint'