\DOOQONU?t-ikbdi?dw Dan Stormer, Esq. #101967] Tanya Sukhija?Cohen, Esq. [8.13. #295589] HADSELL STORMER RENICK DAI LLP 128 N. Fair Oaks Avenue Pasadena, California 91103 Telephone: (626) 585?9600 Facsimile: (626) 577?7079 James A. Vagnini, Esq.>th Sara Kane, Esq.* Monica Hincken, Esq.* (*motions to appear pro hac vice forthcoming) VALLI KANE VAGNINI LLP 600 Old Country Road, Ste. 519 Garden City, New York 11530 Telephone: (516) 203-7180 Facsimile: (516) 706-0248 jvagnini vkvlawyers .com skane@vkv1awyers.com mhincken@vkvlawyers.com Attorneys for Plaintiffs QQW twinning seine-3r? Superior Court of Carifomia ?omeles SCI 0 '3 2019 Sherri}: in era mneerit?ierk 0f Court Beputy Brew SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS AN GELES SARAH TITHERWKAPLAN and TONI GAAL, on behalf of themselves and all those similarly situated, Plaintiffs, V. JAMES FRANCO, VINCE .IOLIVETTE, JAY DAVIS, RABBITBAN DIN I RABBITBANDINI PRODUCTIONS, RABBITBANDINI FILMS, DARK RABBIT PRODUCTIONS, LLC RABBITBANDINI PRODUCTIONS STUDIO 4, LLC, and DOES 1?10 Defendants. CaseNon CLASS ACTION COMPLAINT 1. Sex Discrimination in Violation of Cal. Civ. Code 51, 51.5, 52 2. Sexual Harassment in Violation of Cal. Civ. Code 51.9 and 52 3. Interference with the Exercise of Civil Rights in Violation of the Bane Act, California Civil Code 52.1 4. Violations of California Business and Professions Code ?17200 5. Violations of the Consumer Legal Remedies Act, California Civil Code ?1750, et seq. 6. Untrue and Misleading Advertising in Violation of Cal. Bus. Prof. Code ?17500 et seq. 7. Breach of Contract 8. Breach of the Implied Covenant of Good Faith and Fair Dealing 9. Negligent Misrepresentation 10. Fraud 11. False Promise l2. Unjust Enrichment DEMAND FOR JURY TRIAL CLASS ACTION COMPLAINT have done something wrong, I will ?x it. I have to.? 1. Defendant James Franco made this promise in response to a public outcry from women when his sexually hostile, predatory and exploitative history came to light after he wore a Time?s Up pin to the 2018 Golden Globes Awards Ceremony. But the truth is that James Franco and the other Defendants have committed egregious wrongs to hundreds of student actors and have done nothing to fix these wrongs. 2. James Franco and the other Defendants Vince olivette and Jay Davis through the use of various RabbitBandini productions companies and the RabbitBandini Studio 4 acting and film school opted to sexualize their power and fame by dangling the opportunity to aspiring actors of employment in film and television in exchange for explicit nudity, sex and as Franco put it, the ?pushing of boundaries.? 3. Franco?s targets were even duped to pay for their exploitation through a fraudulent ?acting school? designed to benefit Franco and his production companies wherein employment opportunities for women supposedly increased when they agreed to overt sexual acts, nudity and performing in sex scenes often in an orgy type setting. 4. Moreover, Defendants forced Plaintiffs and all student?talent to sign over their rights to explicit nude and sex scene auditions and filming. Plaintiffs were told that Franco wanted to personally review each of the auditions and scenes himself only to learn this explicit footage would be stored, maintained and used by Defendants at their will. 5. While James Franco touted that one difference between Studio 4 and other acting schools was its ability to funnel promising talent into his projects, the reality was that he was looking to create a pipeline of young women who were subjected to his personal and professional sexual exploitation in the name of education. 6. Defendants? scheme, like many, started slow, first encouraging female student actors to appear topless, then perform in sex scenes, then orgies and gratuitous full nudity for no other reason than Defendants could make them do it. 7. And while men and women participated in the Studio 4 program, the majority of actual roles in legitimate productions typically went to non-students or young, attractive women who acquiesced to the extreme requests of Defendants. 1 CLASS ACTION COMPLAINT 8. Plaintiffs Sarah Tither?Kaplan and Toni Gaal (collectively ??Plaintiffs?) were student actors enrolled in Defendants? production company school, Studio 4, with the hopes of obtaining work through the Defendants? production companies. 9. Plaintiffs bring this action on behalf of themselves and all other similarly situated ?students? and female employees (or prospective employees) against James Franco (?Franco?); Vince Jolivette (?Jolivette?); Jay Davis (?Davis?); RabbitBandini Productions; RabbitBandini Productions, RabbitBandini Films, Dark Rabbit Productions, RabbitBandini Productions Studio 4, LLC (?Studio and Does 1?10 (collectively ?Defendants?). 10. Defendants Franco and Jolivette co?owned and operated RabbitBandini Studio 4, while Defendant Davis was its general manager. Defendants Franco and Jolivette also co-own RabbitBandini Productions and its multiple related entities. 11. Defendants, in concert, set out to commit a scheme to defraud unsuspecting aspiring actors and to create a steady stream of young women to objectify and exploit. 12. Defendants, along with their agents, made countless misrepresentations and promises set forth herein to accomplish their scheme. 13. Plaintiffs bring this action because Defendants established what was held out as a legitimate acting and film school that would teach students the Meisner method as practiced by Franco while giving them the ability to audition and be hired as talent for RabbitBandini Productions, LLC and other production entities owned or operated by Franco (hereinafter, ?Rabbit Bandini?). 14. In actuality, Studio 4 was a fraudulent institution designed to circumvent California?s ?Pay for Play? regulations and lure students in by providing them false hopes of acquiring job opportunities with Franco?s productions, all while funding said productions through tuition fees paid by these students and sexually exploiting and humiliating female students and actors. 15. As a result, Plaintiffs bring this class action on behalf of themselves and all other similarly situated female student actors enrolled in Studio 4 who were subjected to sexual exploitation in violation of California Civil Code 51.9 and 52. The proposed Sexual Exploitation Class consists of all female student actors who enrolled in Studio 4 and expressed interest in Defendants? Master Classes and who subsequently either participated or did not participate in these Master Classes. 2 CLASS ACTION COMPLAINT 16. Plaintiffs also bring this class action on behalf of themselves and all other similarly situated students who enrolled in and paid tuition to Studio 4 asserting claims under the California?s Unfair Competition Law, Cal. Bus. Prof. Code ?17200, et seq. or ??l7200?); False Advertising Law, Cal. Bus Prof Code Cal. Bus Prof. Code ?17500, et seq. Consumer Legal Remedies Act, Cal. Civ. Code ?1750, et seq. Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Negligent Misrepresentation; Fraud; and False Promises (?Fraud Class?). JURISDICTION AND VENUE l7. Venue is proper based on the location of the Defendants in Los Angeles County and the location of the commission of the acts alleged herein in Los Angeles County. The relief requested is within the jurisdiction of this Court. 18. This case is properly filed in this court because the home state and local controversy exception to the Class Action Fairness Act under 28 U.S.C. apply. All the defendants are citizens of California. The Plaintiffs and class members seek significant relief from the Defendants, whose conduct forms a significant basis for the claims asserted by the Plaintiffs and class members. The principal injuries resulting from the alleged conduct or any related conduct of each defendant were incurred in California. During the three?year period preceding the filing of this class action, no other class action has been filed asserting the same or similar factual allegations against any of the defendants on behalf of the same or other persons. On information and belief, at least two thirds or more than two-thirds of the members of all proposed classes in the aggregate are citizens of California and the number of members of all proposed plaintiff classes in the aggregate is more than 100. PARTIES 19. Plaintiff Sarah Tither-Kaplan is a person who was aggrieved by Defendants? actions. She is and has been, at all relevant times, a citizen of the United States of America and is currently residing in the State of California, Los Angeles County 20. Plaintiff Toni Gaal is a person who was aggrieved by Defendants? actions. She is and has been, at all relevant times, a citizen of the United States of America and is currently a resident of the state of Maryland. 3 CLASS ACTION COMPLAINT 21. Upon information and belief, Defendant James Franco is, and at all times relevant hereto, an individual residing in Los Angeles County. 22. Upon information and belief, Defendant Vince Jolivette is, and at all times relevant hereto, an individual residing in Los Angeles County. 23. Upon information and belief, Defendant lay Davis is, and at all times relevant hereto, an individual residing in Los Angeles County 24. Upon information and belief, RabbitBandini Productions is, and at all times relevant hereto, a corporation registered and existing under the laws of the State of California with its principal place of business located within Los Angeles County and conducting business throughout the country and internationally. 25. Upon information and belief, RabbitBandini Productions, LLC is, and at all times relevant hereto, a limited liability company organized and existing under the laws of the State of California with its principal place of business located within Los Angeles County and conducting business throughout the country and internationally. 26. Upon information and belief, RabbitBandini Films, LLC is, and at all times relevant hereto, a limited liability company organized and existing under the laws of the State of California with its principal place of business located within Los Angeles County and conducting business throughout the country and internationally. 27. Upon information and belief, Dark Rabbit Productions, LLC is, and at all times relevant hereto, a limited liability company organized and existing under the laws of the State of California with its principal place of business located within Los Angeles County and conducting business throughout the country and internationally. 28. Upon information and belief, Defendant RabbitBandini Studio 4, LLC (?Studio is, and all times relevant hereto, a limited liability company organized and existing under the laws of the State of California with its principal place of business located within Los Angeles County and conducting business throughout the country and internationally. It operated as an acting and film school located in Los Angeles, California and New York, New York during the relevant time period. It was closed in October 2017. 4 CLASS ACTION COMPLAINT 29. Plaintiffs are ignorant of the true names and/or capacities of Defendants sued herein as Does I through 10, inclusive, and therefore sue said Defendants by such fictitious names. Plaintiffs are informed and believe, and upon such information and belief allege, that each of the Doc Defendants is legally responsible and liable for the claims and damages hereinafter set forth. Plaintiffs will amend this complaint to allege their true names and capacities when ascertained. Plaintiffs also will seek leave to amend this complaint to insert further charging allegations when such facts are ascertained. STATEMENT OF FACTS JAMES BACKGROUND 30. James Franco (?Franco?) began his acting career in or around 1998 after dropping out of UCLA and enrolling in acting lessons at Playhouse West in North Hollywood, California. 31. Franco studied the Meisner technique, an approach to acting developed by Sanford Mesiner that focuses on actors behaving instinctively to their surrounding environment. 32. Franco performed in numerous television and film projects thereafter and gained critical acclaim and celebrity through films such as Spider?Man, Pineapple Express, Milk and 127 Hours for which he was nominated for an Academy Award. 33. In or about 2003, Franco and Vince Jolivette (?Jolivette?) founded Rabbit Bandini Productions, a television and film production company. 34. On March 8, 2013, Franco received a star on the Hollywood Walk of Fame. 35. During this time and thereafter, Franco also taught film courses at NYU, USC and UCLA. OPENING OF THE STUDIO 4 ?He just took advantage of our eagerness to work and be a part of something bigger. We were all up-and-eoming actors who were so hopeful. ?1 36. In 2014, Franco opened Playhouse West Studio 4 as an acting and film school modeled after his experience at Playhouse West. Defendants marketed the school as an opportunity to learn the Meisner technique as well as provide students with a rare opportunity to train with him and obtain job 1 See 801 l- (last accessed on September 5, 2019). 5 CLASS ACTION COMPLAINT opportunities with his production company, Rabbit Bandini Productions.2 37. At the inception of Studio 4, Defendants marketed the school by stating: ?In addition to outstanding teachers, the students will have the opportunity to showcase their acting talents in front of James [Franco], one of the industry?s busiest directors and actors. Rabbit Bandini and James will cast roles directly from his classes, and will involve his students in a variety of film and art projects.?3 38. Studio 4 offered a two?year program focused on the Meisner technique as practiced by Franco, with Franco teaching some courses himself. 39. Studio 4 also offered the unique opportunity for students to ?audition? for Franco directly for roles in his productions. 40. Studio 4 charged a basic tuition for general classes and training. Studio 4 also charged additional tuition for Master Classes, including Franco?s most notable Master Class: ?Sex Scenes.? 41. Studio 4 advertised these unique opportunities, particularly through Franco?s fame and job opportunities he could offer, as a more curated, ?hands-on? approach to teaching that soon took on an entirely other meaning. 42. Studio 4 made numerous promises to students, including that they would obtain footage for their ?reels? which are an actor?s crafted and edited montage of their performances in television, film or other video productions. Reels are used as an actor?s resume in the casting and audition process. 43. The students were informed that only enrolled students would have access to audition for and work on upcoming film projects attached to Franco and Rabbit Bandini. 44. For example, Studio 4 advertised that they were ?casting from currently enrolled Studio 4 students? for Rabbit Bandini films, including The Disaster Artist and Don?t Come Back from the Moon. 45. Studio 4 also advertised that all Studio 4 students get the opportunity to audition for Rabbit Bandini productions. 46. In addition to Studio 4?s advertisements, Defendants represented to the general public the 2 Hereinafter, all references to RabbitBandini Productions and RabbitBandini Productions, LLC will be referred to as ?Rabbit Bandini.? 3 [last accessed October 1, 2019). 6 CLASS ACTION mummomMHoggsaagaszg unique opportunities offered by Studio 4 and Rabbit Bandini. For example, industry publications reported that ?[s]tudents will also get to show their stuff in front of Franco and Rabbit Bandini will cast roles directly from his classes.?4 47. Studio 4 also represented that the instructors were experienced professionals in the field. Yet, many instructors lacked the qualifications advertised, specifically the training and ability to teach the Meisner technique used by Franco. 48. As a result of the above representations, students paid the tuition at Studio 4 with the expectation that they would have the opportunity to learn acting and filmmaking skills under the tutelage and guidance of Franco himself while having the opportunity to also audition for jobs with his production companies. 49. Indeed, upon information and belief, Studio 4 students were not given any additional job opportunities in Rabbit Bandini productions. Non?Studio 4 students were provided with the same exact job opportunities as Studio 4 students. 50. Students were also promised that they would be cast in Rabbit Bandini projects and that Franco himself would star in certain student films that would become feature films. 51. Students came to learn that these were empty promises made to lure students into enrolling and paying the schools general and master class tuition. 52. One disturbing advantage of this scheme for Defendants was that it created and maintained a pipeline of young, impressionable women who were funneled to Franco and his ?boys? with the intent to exploit them financially and sexually. 53. When Studio 4 was launched in 2014, it was run by mainly male ?producers? rather than experienced educators or school administrators. 54. Jay Davis, the cousin of Vince olivette, ran the school and the recruitment of women along with various other ?scouts? tasked with the job of seeking out young, nai?ve women between the ages of 17?24 because these women would not know how the film industry functioned. 55. Upon information and belief, Franco had several male friends and/or Studio 4 employees 4 See 677054/ ?Students will also get to show their stuff in front of Franco and Rabbit Bandini will cast roles directly from his classes? (last accessed on October 1, 2019). 7 CLASS ACTION COMPLAINT scout local bars and restaurants for young women most often women between 17 and 24 years old to convince them to attend Studio 4 and audition for Franco with false promises of stardom and working with Franco. 56. Throughout the program, and as described herein, Franco and others engaged in widespread inappropriate and sexually charged behavior towards female students by sexualizing their power as a teacher and an employer by dangling the opportunity for roles in their projects. 57. This led to an environment of harassment and sexual exploitation both in and out of the class. GENERAL STUDIO 4 CLASSES ?[James Franco] would always make everybody think there were possible roles on the table if we were to perform sexual acts or take off our shirts. ?5 58. Plaintiff Tither?Kaplan enrolled in Studio 4 in or about February 2014. 59. Plaintiff Gaal enrolled in Studio 4 in or about April 2014. 60. Plaintiffs and all other similarly situated students were told by Defendants that paying a tuition of approximately $300 to attend Studio 4 would provide opportunities unavailable to non? paying students, including auditioning for Franco and being cast in Rabbit Bandini film productions. 61. However, as the students later discovered, non-students had equal access to the auditions available to paying students and castings into any productions would be a sham, if they happened at all. 62. Plaintiffs and other students reasonably expected a credible acting program where they would have the opportunity to explore new techniques, insights, business trends and training from professionals, including, but not limited to, Franco. 63. Plaintiffs and other students reasonably believed these classes would be offered in a safe, fair and honest environment where they could explore the depths of their craft and be treated equally and supported academically and professionally. 64. Instead, what was provided to students was inconsistent with a credible school and work 5 See l? (last accessed on September 5, 2019). 8 CLASS ACTION COMPLAINT environment. 65. At Studio 4, Plaintiffs and others experienced intimidation and sexual objectification, while also discovering that the most assured way of currying favor with the Defendants and male-?dominated casting/production crew was by evidencing a willingness to disrobe and agree to the sexual advances of Franco and others. MASTER CLASSES felt like I was selected for something based on my hard work and my merit, and when I realized it was because I have nice [breasts], it was pretty clear that was not the case. ?6 66. In addition to paying approximately $300 in tuition for ?general? classes at Studio 4, students were encouraged to audition for ?master? classes. If they were accepted into a ?master? class, students paid an additional fee of up to approximately $2,000. 67. Defendants represented that the ?master? classes provided students with the opportunity to participate in independent film projects and/or short films that would be released and result in a final product for their reels. 68. Instead, the tuition was used to fund and produce various film projects for Franco and provide him access to countless women to exploit professionally and sexually, all while securing a stockpile of sexually provocative audition footage for his personal use. 69. Unlike general classes, students had to audition for entry into Defendants? Master Classes. 70. There were two basic types of Master Classes offered at Studio 4. 71. The most widely known was ?Sex Scenes? taught specifically by Franco. 72. The others were Master Classes based on various production projects in the works by Rabbit Bandini or other production companies. These Master Classes were typically named after the film project being ?cast? by Defendants. 73. Traditionally, in the film industry, an actor auditions for a role or project after obtaining information about the audition from the production company, through an open casting call, a manager, or 6 See 801 l~ (last accessed on September 5, 2019). 9 CLASS ACTION COMPLAINT \DooqoxmnooNi?a an agent. 74. In turn, the actor rehearses for a particular scene in the production being cast, and either sends in an audition tape or appears before some combination of casting directors, producers, directors or other representatives of the production tasked with auditioning and casting the production. 75. To the extent a part being auditioned for involves nudity or an intimate scene, it is not an industry standard to require an actor to perform the audition in the nude or engage in explicit sexual behavior. 76. Legitimate auditions protect an actor?s privacy and respect professional boundaries. 77. Once an actor is cast in a production, it is an industry standard to ensure that various parameters of the job are outlined in a contract. In particular, nudity riders outline the boundaries of an actor?s scenes which contain nudity. Nudity riders are exceptionally detailed and outline exactly which body parts are permitted to be shown, the type of physical contact required, the people permitted on set during filming, and any limitations on the use of the footage. In addition, most productions follow the guideline that entitles actors to withdraw consent at any time prior to filming a scene. 78. Yet at Studio 4, during the audition process for master classes, the students, often young and inexperienced females, were routinely pressured to engage in simulated sexual acts that went far beyond the standards in the industry. 79. Moreover, the actors in the audition were encouraged to audition nude or partially nude if a scene called for nudity. 80. Defendants? emphasis and encouragement to perform and improvise sexual acts during the student audition process for Master Classes breaks the industry standard for auditions, particularly in a ?school? setting. 81. First, the actor performing the scene in the audition is not under contract and does not have any legal protection such as a nudity rider. 82. Next, auditions do not typically require the actors to perform and improvise sexual acts in the same way as would be expected during the actual filming of the production when, and if, the actor is cast into the role and safeguards are negotiated. 83. Next, these auditions were taking place in a purported ?school? setting and intended for 10 CLASS ACTION COMPLAINT mummemmwoom33335?35 acceptance into a class being paid for by the student actor. This was not a casting into an actual film production wherein the actor would have protections guaranteed by their unions and representation. 84. Finally, these auditions were being filmed by Defendants in an open setting unlike true nude scenes which are often filmed on a closed set with limited access so as to protect the privacy of the actors. 85. Jay Davis and other male producers and/or instructors were present during these auditions. 86. Upon information and belief, Franco and/or Defendants still maintain these audition tapes. Sex Scenes Master Class 87. Unlike most Master Classes, James Franco personally taught the Sex Scenes Master Class. 88. Franco required students to audition for the Sex Scenes Master Class. Instead of personally attending the auditions, Franco required all auditions to be taped so that he could review them and select students for the class. 89. Despite the sensitive nature of the audition process, numerous people were permitted to attend the auditions. 90. The student-actors were encouraged to perform and improvise sexual acts during the audition process. 91. In addition, it was made clear to those auditioning for the Sex Scenes Master Class that students were expected and encouraged to push the boundaries of a typical audition process. 92. After the audition process ended, Franco reviewed the tapes and purportedly ?hand?picked? student?actors for the class based on the audition tapes. 93. The workshop fee for the Sex Scenes Master Class was $750.00 and noted that students were expected to ?put in a good amount of time outside of class into the project.? 94. Upon information and belief, a male student sexually harassed female students outside the classroom during rehearsals. While complaints were made, the male student was permitted to continue attending the school. 95. Plaintiffs understood that they would not be permitted to audition for the class if they refused to allow their auditions to be filmed. Eventually, they clearly understood that being considered a team player who was willing to participate in sexually exploitative auditions was required for acceptance 1 1 CLASS ACTION COMPLAINT and approval. 96. When Plaintiff Gaal expressed concerns about the audition process and that those chosen were primarily those students willing to engage in simulated sexual acts that were far beyond normal expectations, she was told by a male employee that she needed to ?grow thicker skin? and ?step being so sensitive.? 97. As such, with much consideration and great reluctance, Plaintiff Gaal was filmed during her Sex Scenes Master Class audition. 98. Plaintiff Tither?Kaplan also auditioned for the Sex Scenes Master Class and was accepted only to discover that the audition process was just the beginning of a long list of exploitive and discriminatory actions wherein Defendants would ?sexualize their power.? 99. During the Sex Scenes Master Class, Plaintiff Tither?Kaplan improvised a ?pick?up? scene every week and then ultimately made a short film around a sex scene based on the improvisations in class. 100. At no time did Franco or the Master Class provide students with any knowledge or guidance as to the logistics and sensitivities surrounding the filming of a sex scene such as those provided by the guidelines regarding nudity riders and an actor?s rights. 101. Plaintiff Tither-Kaplan?s willingness to push boundaries and do whatever it took to create a scene that Franco would approve of led to additional opportunities (which were then revoked after she voiced her concerns). 102. Plaintiff Gaal, on the other hand, who questioned the exploitative audition process, was not accepted into the Sex Scenes Master Class. Master Class Productions Hey James Franco, nice #timesup pin at the #GoldenGlobes remember a few weeks ago when you told me the fall nudity you had me do in two of your movies for $100/day wasn ?t exploitative because I signed a contract to do it? Times up on that!7 7 Tither~Kaplan, Sarah, sarahtk. January 7, 2018, 4:43 pm. 1 ed%7thterm%5E9501659902 12 CLASS ACTION COMPLAINT 103. In conjunction with Rabbit Bandini, Franco and Jolivette, created ?Master Classes? that were specific to various ?productions? that Rabbit Bandini was producing and/or planning to produce. 104. Notably, these were the classes that were held out to offer students a direct job opportunity with Rabbit Bandini as these projects were produced. 105. For example, there were Master Classes titled: Horrortime; Dark Hours: Roxana; Dark Hours: Typee; Love Stories, Endless Summer, among others. 106. Upon information and belief, very few Studio 4 students were hired into any substantial roles in Rabbit Bandini productions, particularly feature films. Still, the tuition for Studio 4 classes was used to fund and produce various film projects which oftentimes were never finished or released. 107. Accordingly, students who paid tuition for this ?exclusive? opportunity to audition for Franco and be considered for roles in productions produced by his production company received no additional benefit despite their reliance on these false promises. 108. Further, Rabbit Bandini used the tuition paid by Studio 4 students to finance the production of its films and other projects. Students who attended the master classes did so with the promise that their work in the class would result in a job on a film production. 109. While none of these representations or expectations materialized, the school instead created, fostered and maintained a ?boy?s club? culture wherein female students were sent a very clear message that if they refused the advances of ?instructors? and ?producers? and/or refused to perform while partially nude, they would not be considered for substantial roles. . .roles Defendants never truly intended to offer these women. 110. One student of Franco?s stated that he ?would always make everybody think there were possible roles on the table if we were to perform sexual acts or take off our shirt.? 111. In addition, students were propositioned by various Rabbit Bandini producers and Studio 4 instructors, and after rejecting those advances were told, both directly and indirectly, that they would not be selected for roles in the future and/or had roles already given to them taken away. 112. Plaintiff Tither-Kaplan was offered roles in Rabbit Bandini productions after the completion of her Sex Scenes Master Class with Franco, which she now recognizes was a direct result of her willingness to accept Franco?s exploitative behavior without complaint. l3 CLASS ACTION COMPLAINT 113. However, her participation came at a cost as this same pattern of exploitation and harassment continued on the sets of Defendants? productions. 114. On one of Plaintiff TitheruKaplan?s shoots with Rabbit Bandini, Franco pushed the boundaries so far as to remove the protective plastic guards covering actresses? vaginas while simulating oral sex on them during an orgy scene. 115. At no time, before or after enrollment, did Defendants advise their students and actors that such extreme nudity and sexual scenes would not only be encouraged, but also be a requirement if a student actor hoped to get cast in a Rabbit Bandini production. 116. Instead, Defendants took steps to coerce women into participating in such scenes by outright intimidation and retaliation. 117. Women who refused to participate or questioned the legitimacy of the sex scene were quickly dismissed from projects. Instead, Defendants encouraged women to ?play ball? by dangling false hopes and opportunities. 118. When women refused to go topless or engage in his sexual exploits, Franco became angry and other women were brought in to replace them. 119. Plaintiff Tither?Kaplan and other women learned that Franco did not accept ?no? as an answer. 120. To avoid scrutiny, Defendants cast some students into roles in feature productions such as The Disaster Artist, but cut them from the film during editing. 121. Moreover, Plaintiff Tither?Kaplan and Studio 4 students would be strung along by Defendants and told that films they were cast in would be released, but they were not. 122. Despite paying for the production, many master class students never saw any final footage of the productions they worked on, nor did they receive any footage they could use for their film reels, despite promises to the contrary. 123. All along, Plaintiffs and other female student actors were continually objectified and reminded that they were replaceable, as young women continued to come in through the Studio 4 pipeline. 124. Plaintiffs and other students were induced to sign contracts stripping them of any rights to their own work and images if they wanted to attend Studio 4 and participate in the classes and productions l4 CLASS ACTION COMPLAINT offered through Rabbit Bandini. 125. Further, Plaintiff Tither?Kaplan and the students who participated in master class productions were frequently pressured to (1) Sign vague nudity riders that provided no details; and/or (2) agree to last?minute nudity to which they did not previously agree. 126. Studio 4 and Rabbit Bandini took no precautions to ensure that these private and very personal audition tapes and other recorded material were safeguarded. 127. Upon information and belief, James Franco still retains all of the explicit footage of the sex scene auditions, along with all of the other scenes filmed for Studio 4. 128. Defendants regularly dangled the carrot of job opportunities with Rabbit Bandini to accomplish their goal of sexual and financial exploitation of the Studio 4 student body. 129. Franco made public representations concerning Studio 4 and his personal involvement and role in the misconduct alleged: James Franco personally advertised the school through the use of his social media despite having knowledge that the school was fraudulent; Franco oversaw the Sex Scenes Master Class in which students who refused to participate in sexually exploitative behavior during the audition process could not attend the master class; Franco used tuition money from the Studio 4 students to fund various productions while failing to pay the proper wages to students working on those productions; and Franco and other male executives of Rabbit Bandini and Studio 4 actively participated in the sexual exploitation and harassment of their female student-actors. COMPLAINTS ?She and her female co-stars were asked to appear topless in an unscripted scene and dance around ranco while wearing animal skulls atop their heads. One actress who balked was sent home the next day. ?8 130. While Defendants created an environment that perpetuated the systematic objectification and exploitation of women in Hollywood, Defendants also predictably followed in the footsteps of the countless powerful men and male dominated studios by creating an environment where it was made 8 See i? (last accessed on September 5, 2019). 15 CLASS ACTION COMPLAINT mummowmwoomzaag$sgg known that any attempts to address the inequities in treatment would be futile. 131. In fact, not only was the tale of ?you?ll never work again in this town? a reality within the halls of Defendants? establishment, they were words that were repeated to those who dared challenge the system created by Defendants. 132. This attitude and the ongoing objectification of women by Defendants permeated Studio 4 from the top down, empowering other men including students and instructors to also exploit female student actors. 133. For example, one male student engaged in the sexual harassment of a female student. Once Defendants were notified, rather than dismiss the male student, he was placed in another class and allowed to harass another female student. 134. With this, a male student complained on behalf of these women but nothing was done to rectify the situation. As such, this same student began to organize a protest at a school award ceremony. 135. However, after Studio 4 instructors and Rabbit Bandini producers heard of the student?s plans, he received a threatening call from Jay Davis who told the student, ?This is how Hollywood is.? He told the student that if he proceeded with the protest, ?you?ll never work again.? 136. Furthermore, when Plaintiff Gaal even mildly voiced her concerns regarding the abnormal audition process, she was denied access to the classes and not afforded any other opportunities. 137. And as Plaintiff Tither?Kaplan advanced through Studio 4 and began to work directly with Franco and several male producers, she began to voice her concerns with the operations and methods of Defendants. 138. It was during the Rabbit Bandini production of The Long Home that she participated in an orgy scene in which Franco removed the vaginal guards of other actresses during filming. 139. Plaintiff Tither-Kaplan was then cast in The Grand Guginol aka Blood Theatre aka Master Class (?The Grand Guginol?). She was not provided with a nudity rider until her first day on set and it stated only that she was required to perform ?nudity in all Seance scenes? despite the requirement to be nude in many additional scenes. 140. During the filming of The Grand Guginol, Plaintiff Tither-Kaplan to spoke up about certain issues on set. In particular, on the day a certain scene was being shot, Defendant Davis hired three other 16 CLASS ACTION COMPLAINT mqamemmwoomsaagms':5 female actors to replace Plaintiff Tither-Kaplan and another female actor. The scene was particularly important for Plaintiff Tither?Kaplan because it was one of the few scenes in which she was clothed and, as such, could use the scene as footage for her reel. 141. Defendant Jay Davis aggressively confronted Plaintiff Tither?Kaplan and told her that she was being a ?diva? on set. 142. To add insult to injury, Plaintiff ither?Kaplan was not even paid the preper rate for her work on the production. Instead, she was paid $100 per day when the SAG Ultra Low Budget Rate was $125 per day during that time. 143. Almost immediately after complaining while on set, Plaintiff Tither?Kaplan was ostracized from all Rabbit Bandini productions. 144. Desperate to repair the relationship and once again prove her ?loyalty? to Defendants (which she quickly learned meant that she was required to do whatever Defendants asked without question), Plaintiff Tither?Kaplan then offered to work on another Rabbit Bandini production for free. The director asked Plaintiff Tither?Kaplan if she would perform a fully nude scene and she agreed. 145. Immediately thereafter, Davis told Plaintiff Tither?Kaplan that she was ?part of the family.? 146. While Defendants marketed Studio 4 as a place that provided a rare opportunity to audition directly for Rabbit Bandini productions, the reality is that Studio 4 was designed to exploit students through the use of high?pressure techniques, coerced nudity9 and false promises.10 UP feel there was an abuse of power, and there was a culture of exploiting non-celebrigi women, and a culture of women being replaceable.?? 9 ?Franco kept insisting that Jeff had to get naked in our film, he was like a one man cheerleading squad, egging it on.? (last accessed on June 25, 2019). See also 801 1 1.. (last accessed on June 24, 2019) ?[Franco] would always make everybody think there were possible roles on the table if we were to perform sexual acts or take off our shirts.? 1? ?They would tell us that smaller parts in their projects were being held exclusively for students often they were opportunities for extra work or parts that required nudity? ames?franco?allegations?20l 801 1 (last accessed on June 24, 2019). 11 See 801 1 1~ (last accessed on September 5, 2019). 17 CLASS ACTION COMPLAINT 147. On January 7, 2018, at the Golden Globes, Franco wore a Time?s Up pin indicating his support for the #MeToo movement and purportedly protesting the objectification, exploitation and harassment of women in the film industry. 148. As a result, Franco?s hypocrisy was placed front and center when various women in the industry came forward with allegations and innuendo of Franco?s mistreatment and exploitation of women he worked with. 149. Various women began posting comments highlighting Franco?s questionable behavior such as: ?ask Franco about the difference between skeezing on undergrads and sexual harassment?; ?Remember the time you pushed my head down in a car towards your exposed penis that other time you told my friend to come to your hotel when she was 17? After you had already been caught doing that to a different 17 year old??; know someone whose kid worked on a Franco movie and I have heard things. They weren?t criminal, as the girl was 18 and consented, but they were creepy enough that when #MeToo became a thing for Hollywood men, he was someone I thought could be implicated.? 150. Plaintiff Tither?Kaplan posted ?remember a few weeks ago when you told me the full nudity you had me do in two of your movies for $100/day wasn?t exploitative because I signed a contract to do it? Times up on that!? 151. On January 10, 2018, Franco appeared on a television show and publicly claimed the accusations were ?not accurate.? 152. On January 11, 2018, the LA Times published an article titled ?Five women accuse actor James Franco of inappropriate or sexually exploitative behavior??2 Plaintiff Tither~Kaplan, former students, and actors participated in this article. 153. It was at that time, in conjunction with the #MeToo movement, that several former students of Studio 4 and actors with Rabbit Bandini, including Plaintiff Gaal, recognized the extent of the sexual exploitation and fraud to which they had been subjected while working with Defendants. 154. As Plaintiffs experienced and observed, Studio 4 served no other legitimate purposes other than to dupe unsuspecting and often very young ?students? out of their money and talent to serve 12 1 1? (last accessed on June 25, 2019). 18 CLASS ACTION COMPLAINT Defendants? financial and exploitative desires. 155. After the allegations made in the LA Times, Vince olivette informed Plaintiff Tither? Kaplan that the decision was made not to release at least one of the productions because the nudity in the film was ?too much.? 156. Although James Franco released several docu~series based on Studio 4 master classes, they have since been removed from their online platforms. CLASS ACTION ALLEGATIONS 157. Named Plaintiffs bring this action on their own behalf and on behalf of all other similarly situated women who attended Studio 4 and were subjected to the practices identified herein asserting claims under Cal. Civ. Code 51, 51.5, 51.9, 52, and 52.1 (?Sexual Exploitation Class?). 158. Plaintiffs also bring this class action on behalf of themselves and all other similarly situated students who paid tuition to Studio 4 asserting claims under California?s Unfair Competition Law, Bus. Prof. Code ?17200, et seq. or ??l7200?); False Advertising Law, Bus Prof. Code ?l7500, et seq. Consumer Legal Remedies Act, Civ. Code ?l750, et seq. Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Negligent Misrepresentation; Fraud; and False Promises (?Fraud Class?). 159. Plaintiffs seek damages and equitable relief on behalf of the Sexual Exploitation and Fraud Classes (hereinafter, ?Classes?), which relief includes, but is not limited to: refunding Plaintiff and Class Members the full amount paid for Studio 4 tuition and master classes; return of all original and/or cepies of audition footage created and maintained by Defendants; royalties and/or other compensation for work done on Rabbit Bandini productions; back pay; compensatory damages; punitive damages; treble damages; costs and expenses, including attorneys? fees; and any additional relief that this Court determines to be necessary to provide complete relief to Plaintiff and the Classes. 160. This action is appropriate for class treatment pursuant to California Code of Civil Procedure section 382. 161. The proposed Sexual Exploitation Class consists of all female student actors who enrolled in Studio 4 and expressed interest in Defendants? Master Classes and who subsequently either participated or did not participate in these Master Classes. 19 CLASS ACTION COMPLAINT 162. The proposed Fraud Class consists of all persons who paid tuition to Studio 4 from 2014 to 2017. 163. While Plaintiffs do not know the exact number and identity of all Class Members, Plaintiffs are informed and believe that there are hundreds of Class Members. This proposed class is so numerous that joinder of all persons is impracticable and the disposition of their claims as a class will benefit the parties and the Court. 164. There is a well?defined commonality of interest in the questions of fact and law involving and affecting the class members to be represented by Named Plaintiffs, in that all of these class members have been harmed by Defendants. 165. For the Sexual Exploitation Class, the common questions of law and fact include, but are not limited to: a. Whether Defendants? engaged in conduct that constituted unlawful sex discrimination and/or sexual harassment; b. Whether Defendants violated California?s Unruh Act, Cal. Civ. Code 51 and/or 5 1.5; c. Whether Defendants violated California Civil Code 51.9; d. Whether Defendants violated California?s Bane Act, Cal. Civ. Code 52.l; e. Whether Plaintiffs and Class Members have been harmed and the proper measure of relief; f. Whether Plaintiffs and Class Members are entitled to an award of punitive damages, attorneys? fees and expenses against Defendants; and Whether, as a result of Defendants? misconduct, Plaintiffs and Class Members are ac: entitled to equitable relief, and if so, the nature of such relief. 166. For the Fraud Class, the common questions of law and fact include, but are not limited to: a. Whether Defendants? engaged in conduct that was unlawful, unfair or fraudulent; b. Whether Defendants? advertising was likely to deceive tuition?paying students; c. Whether Defendants? engaged in conduct that was false, misleading or likely to deceive; 20 CLASS ACTION COMPLAINT d. Whether Defendants violated California?s False Advertising Law, Cal. Civ. Code ?17500 e. Whether Defendants unjustly received tuition money and other funds from Plaintiffs and class members; f. Whether Defendants breached contracts; g. Whether Defendants breached the implied covenant of good faith and fair dealing; h. Whether Defendants are liable for intentional and/or negligent misrepresentations; i. Whether Defendants are liable for making false promises; j. Whether Plaintiffs and Class Members have been harmed and the proper measure of relief; k. Whether Plaintiffs and Class Members are entitled to an award of punitive damages, attorneys? fees and expenses against Defendants; and 1. Whether, as a result of Defendants? misconduct, Plaintiffs and Class Members are entitled to equitable relief, and if so, the nature of such relief. 167. The claims alleged by Named Plaintiffs herein encompass the challenged practices and common courses of conduct of Defendants and are typical of those claims which could be alleged by any member of the proposed class. Named Plaintiffs? claims arise out of the alleged courses of conduct by Defendants and are based on the same legal theories as the claims of the putative class members. The legal issues as to which California laws are violated by such conduct apply equally to Named Plaintiffs and the putative class members. Further, the relief sought by Named Plaintiffs is typical of the relief which would be sought by each member of the proposed class if they were to file separate actions. 168. Named Plaintiffs are proper representatives of the proposed class because they will fairly and adequately represent and protect the interests of all putative class members and because there are no known con?icts of interest between Named Plaintiffs and any putative class members. 169. The prosecution of separate actions by individual members of the proposed class would create a risk of inconsistent and/or varying adjudications with respect to the individual members of the class, establishing incompatible standards of conduct for Defendants, and resulting in the impairment of putative class members? rights and the disposition of their interests through actions to which they are not 21 CLASS ACTION COMPLAINT parties. This action is manageable as a class action because, compared with other methods such as intervention or the consolidation of individual actions, a class action is fairer and more efficient. 170. Common issues predominate in that there are questions of law and fact common to the proposed classes which predominate over any questions that may affect particular Class Members. A class action is superior to other available methods for the fair and efficient adjudication of this controversy because the putative class members have little or no interest in individually controlling the prosecution of separate actions and individualized litigation would increase the delay and expense to all parties and the court system. Furthermore, it is desirable to concentrate the litigation of the claims in this Court because the practices and procedures complained of occurred within this Court?s jurisdiction. 171. Finally, Named Plaintiffs have retained attorneys who are competent and experienced in class action litigation and they intend to prosecute this action vigorously. Therefore, the interests of putative class members will be fairly and adequately protected by Named Plaintiffs and their counsel. CAUSES OF ACTION FIRST CAUSE OF ACTION (Sex Discrimination in Violation of Cal. Civ. Code 51, 51.5, 52) (Plaintiffs and Sexual Exploitation Class Members against all Defendants) 172. Plaintiffs rewallege and incorporate by reference the allegations contained in the paragraphs above as if fully set forth herein. 173. California Civil Code section 51, also known as the Unruh Act, provides that all'persons in the state are entitled to the ?full and equal accommodations, advantages, facilities, privileges, or services in all business establishments of every kind whatsoever,? regardless of sex. 174. In addition, California Civil. Code section 51.5 prohibits any business establishment from discriminating against, blacklisting, or refusing to contract with any person in California based on their sex. 175. Defendants intentionally discriminated against Plaintiffs and the Sexual Exploitation Class Members and denied them the full and equal accommodations, advantages, facilities, privileges, or services because of their sex. Defendants intentionally denied such rights when they sexually harassed and exploited Plaintiffs and the Sexual Exploitation Class Members, created a culture of sexual exploitation, 22 CLASS ACTION COMPLAINT