19STCV38555 Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Gregory Alarcon Electronically FILED by Superior Court of California, County of Los Angeles on 10/28/2019 12:14 PM Sherri R. Carter, Executive Officer/Clerk of Court, by M. Barel,Deputy Clerk 1 Law Office of Randy R. Merritt RANDY R. MERRITT (State Bar No. 187046) 2 9245 Laguna Springs Dr., Suite 200 Elk Grove, CA 95758 3 Telephone: (916) 509-7145 randy@randymerrittlaw.com 4 5 Attorneys for Plaintiff FEATURED ARTISTS AGENCY 6 7 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 IN AND FOR THE COUNTY OF COUNTY OF LOS ANGELES 9 10 FEATURED ARTISTS AGENCY, a California corporation; 11 Plaintiff, 12 13 Case No. COMPLAINT FOR 1. FRAUD 2. INTENTIONAL INTERFERENCE WITH A CONTRACTUAL RELATIONSHIP vs. 14 CREATIVE ARTISTS AGENCY, LLC, a 15 Delaware limited liability company; and DOES 1 through 25, inclusive 16 Defendants. 17 18 19 20 21 22 23 24 25 26 27 28 0 COMPLAINT FOR DAMAGES 1 Plaintiff Featured Artists Agency (“FAA” or “Plaintiff”) alleges the following causes of 2 action against Defendant Creative Artists Agency, LLC (“CAA”), and Does 1 through 25, 3 inclusive (collectively “Defendant”) as follows: 4 5 INTRODUCTION 1. In early June 2012, Rian Johnson – a writer/director fresh off his wildly 6 successful motion picture Looper – approached his long-time agent Brian Dreyfuss of FAA with 7 an important decision. For more than a decade, Dreyfuss, first as an agent for the Kohner 8 Agency, and ultimately through his licensed talent agency, had devoted time and energy to 9 Johnson’s film career from the beginning – an off-beat high school noir drama (Brick). 10 Approximately one year earlier, during the summer of 2011, Johnson had hired CAA to work 11 with Plaintiff as co-agents on his behalf. Although Dreyfuss invited Johnson to terminate FAA if 12 he wanted to work exclusively with CAA, Johnson refused. Rather, Johnson told Dreyfuss that 13 he considered FAA to be an important part of his team and that he wanted Plaintiff and CAA to 14 work together to provide Johnson with the best strengths of both of them. Consistent with 15 Johnson’s instructions, Plaintiff and CAA agreed that each of them would pursue all available 16 leads for Johnson, keep each other informed of such efforts, and assist each other as requested. 17 2. Now, one year later, Johnson informed Dreyfuss that he had decided to 18 terminate his relationship with CAA to retain William Morris Endeavor as his co-agent with 19 Plaintiff. Plaintiff responded by telling Johnson that he should reconsider taking this step. 20 Plaintiff stressed to Johnson that before leaving CAA he should meeting with its representatives 21 to discuss Johnson’s reasoning behind his desire to leave CAA and CAA’s argument for why he 22 should stay. Plaintiff explained that leaving without giving CAA such an opportunity was 23 inappropriate and unprofessional. Johnson agreed to meet with CAA as Plaintiff recommended. 24 After that meeting, Johnson was still undecided. Yet, after Plaintiff again advised Johnson to 25 stay with CAA, Johnson reconsidered his initial decision and chose to stay with CAA. 26 3. One could fairly conclude that CAA would appreciate Plaintiff’s efforts at 27 convincing Johnson to do the right thing and give CAA the fair opportunity to make its case for 28 1 COMPLAINT FOR DAMAGES 1 continuing as Johnson’s co-agent. Surely, the fact that Plaintiff advised Johnson to stay with 2 CAA and that Johnson followed that advice would result in an even more cooperative and 3 effective relationship between Plaintiff and CAA as they worked to advance Johnson’s career. 4 Yet, that is not what happened. Within days of Plaintiff advising Johnson of remaining with 5 CAA, Johnson met with Kathleen Kennedy of Lucasfilm, at which the pair discussed 6 Lucasfilm’s intention to re-imagine the Star Wars film franchise and inquired into Johnson’s 7 interest in becoming involved in writing and directing in that project. As alleged herein, by the 8 end of 2012, Johnson had agreed to write and direct the second film in the final trilogy of the 9 Star Wars motion picture franchise, Star Wars VIII (released as The Last Jedi). As further 10 alleged below, Johnson ultimately spent 2013 writing Star Wars VIII and by the end of that 11 year had initiated discussions with Lucasfilm to write and direct a completely new film trilogy 12 set in the Star Wars universe. The financial benefit to Johnson – and his producing partner 13 Ram Bergman – was staggering. Surely, this was good news to both CAA and Plaintiff – 14 Johnson’s co-agents – who received commissions on Johnson’s earnings without regard as to 15 which agency introduced the opportunity to Johnson. 16 4. Nevertheless, in a paradigmatic example of the adage, “No good deed goes 17 unpunished,” Plaintiff did not share in this good news because he was never informed of 18 Johnson’s involvement in the Star Wars projects until the public announcement in June 2014 – 19 three months after Johnson purported to terminate Plaintiff “to pursue other opportunities” that 20 he did not disclose. Moreover, as recently discovered and alleged below, for nearly two years, 21 CAA engaged in a pattern of misleading and deceptive communications with Plaintiff that 22 concealed Johnson’s engagement on the Star Wars Projects between June 2012 and the 23 beginning quarter of 2014 from Plaintiff, resulting in Plaintiff being hamstrung in its ability to 24 perform its contractual obligation to provide fair and unconflicted representation of Johnson 25 and further deprived of his rightful share of its commission or any packaging fee obtained by 26 CAA in connection with the Star Wars projects. 27 28 2 COMPLAINT FOR DAMAGES 1 2 THE PARTIES 5. Plaintiff Featured Artists Agency is, and at all times herein mentioned was, a 3 California corporation, licensed with the State of California, and conducting business in the 4 County of Los Angeles. Third Party Brian Dreyfuss is the sole owner of Featured Artists 5 Agency. 6 6. Plaintiff is informed, believes, and thereon alleges that Defendant Creative 7 Artists Agency, LLC is, and at all times herein mentioned was, a Delaware limited liability 8 company doing business within the County of Los Angeles, State of California. 9 7. The true names and capacities, whether individual, corporate, associate, or 10 otherwise of the defendants named herein as Does 1 through 25, inclusive, are unknown to 11 Plaintiff, who therefore sues said defendants by such fictitious names. Plaintiff is informed, 12 believes, and thereon alleges that each of the defendants, including those designated as Doe, 13 are responsible for the events alleged herein and the damages caused thereby as a principal, 14 agent, co-conspirator or aider and abettor. Plaintiff will seek leave of this Court to amend this 15 Complaint to allege the true names and capacities of such defendants when the same have 16 been ascertained 17 8. Plaintiff is informed, believes, and thereon alleges that, at all times relevant to 18 this action, defendants were the agents, servants, partners, joint venturers, and employees of 19 each of the other defendants and in doing the acts alleged herein, were acting with the 20 knowledge and consent of each of the defendants in this action 21 22 JURISDICTION AND VENUE 9. The Court has personal jurisdiction over the Defendant because it is a resident of 23 and/or does business in the State of California. 24 10. Venue is proper in this County under California Code of Civil Procedure section 25 395.5 as Defendant’s principal place of business is in Los Angeles County and the harmful 26 conduct alleged took place in such county. Venue is proper in this District pursuant to Los 27 Angeles County Court Rule 2.0(c). 28 3 COMPLAINT FOR DAMAGES 1 2 FACTS COMMON TO ALL CAUSES OF ACTION 11. In 2000, Plaintiff’s sole owner, Brian Dreyfuss, began working as a talent agent 3 in California, beginning with the Paul Kohner Agency (“Kohner”). Dreyfuss worked at Kohner 4 for nearly six years. While Dreyfuss was at Kohner, the agency required all of its clients to sign 5 written agreements, including the General Services Agreement (the “Kohner Agreement”), 6 which had been approved by the California Labor Commissioner. [A true and correct copy of 7 the Kohner Agreement in use at that time is attached hereto as Exhibit A]. 8 12. In 2001, Dreyfuss was introduced to Rian Johnson, who at that time had no 9 credits as a writer or director. At that time, Johnson became a client of Kohner and Dreyfuss 10 and signed the Kohner Agreement. 11 13. Among the terms set forth in the Kohner Agreement, in exchange for Dreyfuss’s 12 services (through his licensed agency) as Johnson’s representative and agent, Johnson would 13 pay Dreyfuss’s agency (at the time the Kohner Agency) an industry standard 10% commission 14 on any sums or other consideration that Johnson would receive from any and all projects to 15 which he was introduced through Dreyfuss’s agency (henceforth, such projects for which 16 Johnson was obligated to pay commissions to Dreyfuss’s respective agencies) are called herein 17 “Commissionable Projects”). These sums included any renewals and/or options that are 18 exercised or contracts that have been renegotiated. 19 14. In particular, the Kohner Agreement provided that termination of the agreement 20 was allowed only if Johnson failed to obtain a bona fide offer of employment from a 21 responsible employer during a period exceeding four consecutive months during which time 22 Johnson was unemployed and ready, able, and willing to accept employment. Such 23 termination would only be initiated through a written notice of termination sent to the non24 terminating party by registered mail. 25 15. The Kohner Agreement also provided that Johnson agreed to pay Dreyfuss’s 26 licensed agency — prior to February 2006, the Kohner Agency-— “a sum equal to ten percent 27 (10%) of the gross monies or other considerations as and when received by me, my heirs, 28 4 COMPLAINT FOR DAMAGES 1 executors, administrators, or assigns, or on my behalf, pursuant to or in any way pertaining to 2 any employment or contract now in existence or entered into or negotiated for during the 3 term." In addition, Johnson agreed that "Said percentage is to be paid you whether or not said 4 employment or contracts have been procured as a result of your efforts and whether or not the 5 term of said contracts or employment shall be effective or continue before during, or after the 6 term hereof." 7 16. The term for this Kohner Agreement was set for one year. As was typical in the 8 industry, if a client failed to sign a new one-year term agreement with the same contractual 9 provisions, the client and the agent would carry on as though the existing agreement was still 10 in force for another year term. 11 17. In accordance with the terms of the Kohner Agreement, the terms of which were 12 adopted by Johnson and Dreyfuss when Dreyfuss formed his own talent agency (as alleged 13 below) – Dreyfuss provided services for Johnson, including but not limited to, (i) presenting any 14 and all offers of employment to write and/or direct feature films/television series, (ii) 15 connecting Johnson’s original material with third party feature film studios, television studios, 16 television networks, and/or independent film financing companies, (iii) advising Johnson on 17 career strategy with respect to choosing which third parties to collaborate with or enter into 18 agreements with, and (iv) negotiating all deals in all media on Johnson’s behalf. 19 18. While represented by Dreyfuss at Kohner, Johnson successfully wrote and 20 directed his first feature film, Brick - in which Dreyfuss played an “instrumental” role 21 throughout the process from development to the sale of the film. In particular, Dreyfuss 22 (through the Kohner Agency) and Johnson worked at developing and subsequently securing 23 financing for Brick, which included Johnson rewriting the script at Dreyfuss’s suggestion. 24 During this time, Ram Bergman (“Bergman”) became involved in the film, advising Johnson on 25 how to raise money for the project. Johnson finished production of Brick, starring Joseph 26 Gordon Levitt, and the film was selected for and premiered at the 2005 Sundance Film Festival 27 28 5 COMPLAINT FOR DAMAGES 1 where it was nominated for the Grand Jury Prize and won a special jury prize for originality of 2 vision. 3 19. At or around the time Dreyfuss was working on behalf of Johnson in connection 4 with Brick, Johnson began working with Bergman in accordance with an understanding that 5 Bergman would provide producer services — and be compensated accordingly — on all 6 projects involving Johnson’s writing and directing services (“Johnson-Related Production 7 Services”). 8 20. In and around late January 2006, Dreyfuss formed his own agency Featured 9 Artists Agency (“FAA”). As part of that process, FAA filed an application for a talent agent 10 license with the Labor Commissioner. Johnson moved with Dreyfuss to FAA effective February 11 1, 2006. FAA received the approved license, dated March 9, 2006. Prior to FAA’s receipt of this 12 license, neither Dreyfuss nor FAA performed any services as a talent agent on behalf of 13 Johnson. Because the Kohner Agreement was already approved by the Commissioner, FAA 14 rather than require changes in the provisions of the agreements between clients that he had 15 represented while at Kohner - continued to represent existing clients in accordance with the 16 same terms that they had followed while at Kohner, without requiring them to sign a new 17 written agency agreement. FAA, however, submitted a written agency agreement to the 18 Commissioner - which was subsequently approved - that it would use in connection with its 19 new clients. 20 21. Prior to the formation of FAA, Dreyfuss and Johnson had worked for more than 21 four years within the parameters of the written general services agreement required by the 22 Kohner Agency of all artists that it represented. When Johnson left Kohner and retained FAA as 23 his representative, neither Dreyfuss nor Johnson requested or considered the addition or 24 deletion of any terms set forth in the Kohner Agreement. Rather, Dreyfuss and Johnson 25 continued to conduct their talent/agent relationship under the same terms set forth in the 26 Kohner, creating an implied agreement between them (the “FAA-Johnson Agreement”). After 27 February 2006, for eight years, FAA and Johnson conducted themselves as if the terms of 28 6 COMPLAINT FOR DAMAGES 1 Dreyfuss’s services — whether under Kohner or under FAA —on behalf of Johnson had never 2 changed - other than the identity of the agency. While Johnson was represented by Dreyfuss at 3 Kohner, Johnson joined the Writers Guild of America (“WGA”). 4 22. Around the time that FAA was formed, FAA became a franchised agent for the 5 WGA. As a franchised agent with the WGA, FAA is subject to Rider W with its WGA clients, 6 including Johnson. Pursuant to its terms, Rider W controls the terms of the agreement to the 7 extent that the original agreement is silent or conflicts with its terms. 8 23. Under Section 3(g)(i) of Rider W, in addition to work begun or performed while 9 the agency agreement is in effect, a commission is due where “at the time of termination” of 10 the contract, the employment or engagement is “in negotiation” and the employment or 11 engagement “is agreed to within a reasonable time thereafter.” In accordance with ¶ 8(a); ¶ 7(a)12 (c) of Rider W, termination of an agency agreement — other than by the expiration of the 13 contractual term — cannot be accomplished unless ninety consecutive days have passed since 14 the Agent presented a bona fide offer and the Writer presented himself as available to render 15 writing services. Moreover, in accordance with ¶ 8(b) of Rider W, such termination can only be 16 effective upon service of a written notification of termination. 17 24. Johnson’s career while being represented by FAA took off with the production of 18 two more feature films he wrote and directed — Brothers Bloom and Looper —and his work as 19 director of two episodes of the television series Breaking Bad. In December 2008, Johnson 20 reluctantly joined the Directors Guild of America (“DGA”) and informed the DGA that FAA was 21 his agent. FAA did not become a franchised agent under the DGA and neither the DGA nor 22 Johnson asked that it do so. At no time did FAA or Dreyfuss conceal from Johnson that FAA 23 was not a franchised agent under the DGA. 24 25. In connection with Bergman’s Johnson-Related Production Services, Bergman 25 entered into an understanding with FAA that — in addition to other producing projects not 26 related to Johnson — FAA would serve as Bergman’s agent in connection with the Johnson27 Related Production Services. In particular, Bergman and FAA agreed, understood, and acted in 28 7 COMPLAINT FOR DAMAGES 1 accordance thereto that whatever projects and compensation that were commissionable as to 2 Johnson would also be commissionable as to Bergman (the “FAA/Bergman Agreement”). While 3 representing Bergman, FAA provided agent services to Bergman on both Bergman’s Johnson4 Related Production Services and Bergman’s projects that were undertaken independently of 5 Johnson. In accordance with the understanding between FAA and Bergman regarding 6 Johnson-Related Production Services, Bergman paid FAA the agreed upon 10% commission for 7 compensation he received for producing services in film projects that were commissionable as 8 to Johnson, including Bloom Brothers and Looper. 9 26. In June 2011, Johnson retained Defendant Creative Artists Agency, Inc. (“CAA”) 10 as an additional agent to work with FAA. At that time, Johnson agreed to have both FAA and 11 CAA as his agents. Indeed, Dreyfuss invited Johnson to terminate FAA, but Johnson refused, 12 asserting that he still valued FAA as an important part of his team. Johnson and FAA came to 13 the understanding that FAA and CAA could work together to provide Johnson with the best 14 strengths of both of them. Johnson instructed FAA and CAA to work out the details on how to 15 implement this dual agent relationship. Consistent with Johnson’s instructions, FAA and CAA 16 agreed that each of them would pursue all available leads for Johnson, keep each other 17 informed of such efforts, and assist each other as requested. 18 27. Johnson never instructed FAA to do anything different than what it had done 19 prior to adding CAA. Johnson neither asked nor demanded that FAA take a cut in commission. 20 Rather, Johnson agreed that he would continue to pay FAA the agreed upon 10% commission 21 under their agreement for any work that he performed regardless of whether that work 22 resulted from the specific efforts of FAA or CAA and vice-versa for CAA, which he considered 23 to be both fair and what he should do. After an initial struggle with communication, FAA kept 24 the other informed about potential projects, as well as Johnson. At that time, Plaintiff believed 25 that CAA was acting in the same manner of good faith and honesty toward FAA, a belief that 26 CAA fostered, even though it was not accurate. 27 28 8 COMPLAINT FOR DAMAGES 1 28. Over the following two plus years, Johnson, FAA, and CAA worked together in 2 apparent conformity with this arrangement — with at least one significant exception about 3 which Dreyfuss would learn only later: projects related to the Star Wars universe with 4 Lucasfilm. During these years, FAA brought numerous opportunities before Johnson, including 5 meetings with Frank Marshall, Ron Howard, and Greg Silverman, and approximately 10-12 6 specific employment opportunities. During this time, Johnson claimed to FAA that he was 7 focusing all of his attention on developing an original science fiction screenplay and asserted 8 that he was unwilling to agree to opportunities from third parties. 9 29. On or about June 10, 2012, Johnson informed Plaintiff that he was going to leave 10 CAA and retain William Morris Endeavor (“WME”) as his co-agent, purportedly because a friend 11 who worked at CAA had recently left CAA for WME. Prior to Johnson’s announcement, Plaintiff 12 had no indication that Johnson was considering leaving CAA. Micah Green, one of Johnson’s 13 agents at CAA, contacted Plaintiff immediately after hearing of Johnson’s decision to leave for 14 WME and complained to him, asking how Johnson could leave CAA without even first 15 discussing it with anyone at CAA first. Green further complained that Bergman would not allow 16 anyone at CAA to contact Johnson directly to discuss the situation. Plaintiff then contacted 17 Johnson and stressed to him that leaving CAA without first meeting with its representatives 18 was an inappropriate and unprofessional way to end a relationship. 19 30. Subsequently, CAA reached out to Johnson through Bergman to arrange a 20 meeting that took place on or about June 11, 2012. Plaintiff is informed, believes, and thereon 21 alleges that at that meeting, CAA’s representatives, including Green and Bryan Lourd, 22 presented the benefits of Johnson’s continued retention of CAA. Within hours of this meeting, 23 Green sent an e-mail to Plaintiff reporting that CAA had “hit all of the points we’ve discussed” 24 and that the meeting had “at least got him thinking about the real cost of that decision [to leave 25 CAA for WME].” The e-mail concluded, “He is sleeping on it. I don’t have a great feeling but 26 we’ll see.” That same day, Green expressed appreciation to Dreyfuss for helping to enable CAA 27 to meet with Johnson and discuss Johnson’s intention to leave CAA. Dreyfuss advised Johnson 28 9 COMPLAINT FOR DAMAGES 1 to stay with CAA. Ultimately, Johnson reconsidered his decision and chose to remain with CAA 2 as his co-agent with Plaintiff. 3 31. Between June 2011 and March 2014, FAA was informed and believed that 4 Johnson had taken on only three projects: directing a third episode of Breaking Bad and two 5 writing jobs for Legendary Pictures: one for an untitled Guillermo del Toro project aka Rian 6 Johnson-Blind Writing Commitment and the second for the motion picture Godzilla. In all three 7 cases, Johnson - without objection - paid both CAA and FAA their respective commissions even 8 though each project was brought to Johnson without the active involvement of the other. 9 32. During the first three months of 2014, FAA brought four projects to Johnson: (i) 10 Galyntine, a pilot script for AMC Television with Ridley Scott as executive producer, (ii) a World 11 War II espionage project, (iii) a feature film opportunity with Plan B Productions adapting the 12 novel Colorless Tsukuru Tazaki and His Years of Pilgrimage by Haruki Murakami (the 13 “Murakami Project”), and (iv) an offer to direct two episodes of the television series Game of 14 Thrones. Johnson turned down the Game of Thrones opportunity saying, “There’s nothing I’d 15 rather do than go off for 5 months and shoot a few GoT episodes. But it’s just not something I 16 can do right now.” Bergman took the unusual step of telling CAA that Bergman was passing on 17 Galyntine without consulting with FAA. Johnson, however, professed interest in the Murakami 18 Project and purportedly met with Jeremy Kleiner of Plan B on March 5, 2014, which had been 19 arranged by FAA. As late as March 13, 2014, FAA was working to take steps to pursue that 20 project with the apparent involvement of CAA and Johnson. 21 33. Nevertheless, only ten days after apparently working with FAA to further the 22 Murakami Project and having given no indication that he was unhappy or dissatisfied with 23 FAA’s performance or services on his behalf, Johnson met with Dreyfuss for breakfast on 24 March 23, 2014, and informed him orally that he was terminating FAA as his representative 25 because he did not want to pay two commissions and because he wanted to pursue other 26 opportunities. 27 28 10 COMPLAINT FOR DAMAGES 1 34. Plaintiff is informed, believes, and thereon alleges that, unknown to Plaintiff, 2 while Johnson’s agency agreement with FAA was still in effect, at some point in the second half 3 of 2012, Johnson – with the full knowledge of CAA – had entered into an agreement to write 4 and direct the eighth installment of Star Wars and provide at least a treatment for the ninth 5 installment of the Star Wars series. Plaintiff is further informed, believes, and thereon alleges 6 that, at a later date, but still while Johnson’s agency agreement with FAA was in effect, 7 Lucasfilm offered Johnson the opportunity to write and direct a new trilogy of motion pictures 8 based upon the Star Wars universe (the “New Star Wars Project”) (collectively, the “Star Wars 9 Projects”) and Johnson accepted the offer. Moreover, consistent with the business relationship 10 of Johnson and Bergman, Bergman would provide producer services for the Star Wars Projects. 11 During this time, however, Johnson continued to assert to Plaintiff that he was focusing his 12 attention on developing an original science fiction screenplay, while still expressing his 13 purported openness to pursue some projects, including the Murakami Project and the World 14 War II espionage project. Plaintiff is informed, believes, and thereon alleges that Johnson, CAA, 15 and Bergman knew that Johnson was already committed to the Star Wars Projects. Plaintiff is 16 informed, believes, and thereon alleges, however, that – as alleged in further detail below – 17 CAA, along with Johnson, and Bergman, intentionally concealed the true extent of Johnson and 18 Bergman’s involvement in the Star Wars Projects from FAA, contrary to the working 19 arrangement adopted by FAA, CAA and Johnson in June 2011. 20 35. On the evening of June 12, 2012, within a day of Johnson’s meeting with CAA’s 21 representatives to discuss Johnson’s desire to leave CAA as his co-agent, Garvey informed 22 Johnson by e-mail about “a time-sensitive opportunity” regarding Lucasfilm’s desire to meet 23 with Johnson regarding its plans to find a filmmaker to reimagine Star Wars. Garvey inquired 24 into whether Johnson would be interested in this “huge undertaking” with “huge potential.” 25 Less than two hours later, Bergman – on behalf of both himself and Johnson – told Garvey to 26 set up a meeting between Johnson and Kathleen Kennedy of Lucasfilm, who was also one of 27 28 11 COMPLAINT FOR DAMAGES 1 CAA’s clients. Despite being Johnson’s co-agent, at that time, Plaintiff was not made aware of 2 Kennedy’s interest in Johnson for any Star Wars project. 3 36. Plaintiff is informed, believes, and thereon alleges that no later than on or about 4 June 18, 2012, Johnson met with Kennedy of Lucasfilm. Petitioner is further informed, 5 believes, and thereon alleges that at that meeting Johnson and Kennedy discussed Lucasfilm’s 6 intention to re-imagine the Star Wars film franchise and inquired into Johnson’s interest in 7 becoming involved in writing and directing in that project. Petitioner is informed, believes, and 8 thereon alleges that Johnson was Kennedy’s top choice to write and direct the eighth film in 9 the current Star Wars saga, which was ultimately released as “The Last Jedi” (“Star Wars VIII”). 10 At that time, Plaintiff was not made aware of Kennedy’s interest in Johnson for any Star Wars 11 project. 12 37. Plaintiff is informed, believes, and thereon alleges that on or about September 13 25, 2012, CAA contacted the office of Alan Horn, the chairman of Walt Disney Studios to whom 14 Kennedy as President of Lucasfilm directly reported upon the completion of The Walt Disney 15 Company’s acquisition of Lucasfilm, to arrange a meeting between Johnson and Horn to 16 discuss plans for the Star Wars film franchise and Johnson’s role in it. At that time, neither 17 Johnson, Bergman, nor CAA informed FAA about this intended meeting or the purpose for that 18 meeting. Plaintiff is informed, believes, and thereon alleges that on or about October 25, 2012, 19 Johnson met with Horn and discussed Disney/Lucasfilm’s plans for the Star Wars film franchise 20 and approved Johnson’s role in it. At that time, neither Johnson, Bergman, nor CAA informed 21 FAA about this meeting or what was discussed in connection with that meeting. 22 38. Plaintiff is informed, believes, and thereon alleges that no later than on or about 23 November 26, 2012, Johnson met with Kennedy for at least a third time regarding the Star 24 Wars saga and Johnson’s involvement in that saga. At that time, neither Johnson, Bergman, 25 nor CAA informed FAA about this meeting or what was discussed in connection with that 26 meeting. 27 28 12 COMPLAINT FOR DAMAGES 1 39. Plaintiff is informed, believes, and thereon alleges that, at some point between 2 the June 18, 2012 meeting between Johnson and Kennedy and the end of 2012, Johnson and 3 Lucasfilm agreed that Johnson would write and direct Star Wars VIII. Plaintiff is further 4 informed, believes, and thereon alleges that Johnson began working on his writing process for 5 Star Wars VIII at least by late 2012 and continued working on Star Wars VIII throughout 2013. 6 Plaintiff is informed, believes, and thereon alleges that Johnson completed a first draft of Star 7 Wars VIII no later than July/August of 2014. 8 40. Plaintiff is informed, believes, and thereon alleges that, in or around November 9 2013, discussions were initiated between Lucasfilm and Johnson regarding Johnson assuming 10 responsibility to write and direct the New Star Wars Project. In particular, Plaintiff is informed, 11 believes, and thereon alleges that, by March 2014, Kennedy and Lucasfilm wanted to meet 12 with Johnson to discuss the New Star Wars Project, and another meeting between Johnson and 13 Kennedy was arranged for March 20, 2014. Plaintiff is further informed, believes, and thereon 14 alleges that prior to March 20, Johnson and Kennedy, with Bergman and CAA, had been in 15 continuing discussions regarding Johnson’s interest in writing and directing the New Star Wars 16 Project. Johnson, Bergman, and CAA concealed from FAA Johnson’s discussed involvement 17 regarding the New Star Wars Project. 18 41. Plaintiff is informed, believes, and thereon alleges that, on March 17, 2014, 19 Johnson and Bergman attended an IMAX presentation demonstrating the sound and/or visual 20 technology that the IMAX cameras offered for the shooting of one or more scenes in Star Wars 21 VII and Star Wars VIII (the “IMAX Presentation”). Plaintiff is informed, believes, and thereon 22 alleges that attendance at the IMAX Presentation was on an invitation-only basis and that 23 Johnson and Bergman had been invited to the IMAX Presentation because they were already 24 involved in Star Wars VIII and were in the process of discussing their involvement in the New 25 Star Wars Project. Plaintiff is further informed, believes, and thereon alleges that by the end of 26 the day of March 17, 2014, Johnson and Bergman were aware that Lucasfilm intended to offer 27 him the opportunity to write and direct the New Star Wars Project, which they referred to as 28 13 COMPLAINT FOR DAMAGES 1 Johnson’s “franchise.” Johnson, Bergman, and CAA concealed from FAA Johnson’s discussed 2 involvement regarding the New Star Wars Project. 3 42. On March 20, 2014, Johnson met with Kennedy, as well as Kiri Hart and John 4 Swartz from Lucasfilm. Plaintiff is informed, believes, and thereon alleges that at this meeting, 5 Lucasfilm officially offered Johnson the job of writing and directing the New Star Wars Project. 6 Plaintiff is further informed, believes, and thereon alleges that by March 22, 2014, Johnson had 7 decided to accept the New Star Wars Project offer to write and direct the new trilogy. 8 43. Throughout the latter half of 2012 through June 20, 2014, Johnson, Bergman, 9 and CAA concealed Johnson’s involvement with Star Wars VIII, Star Wars IX, or any other Star 10 Wars Project from FAA. Plaintiff is informed, believes, and thereon alleges that this failure to 11 disclose Johnson’s actual work for Lucasfilm was intended to deprive FAA of its rightfully owed 12 commissions for under the agreement between FAA and Johnson, as well as the agreement 13 between FAA and Bergman. 14 44. In particular, CAA, through its employee John Garvey, engaged in 15 communications with Dreyfuss concerning Johnson’s availability on prospective projects while 16 at the same time, withholding important facts within CAA’s knowledge that materially 17 qualified the statements he made to Dreyfuss. As a result of this partial disclosure of facts, the 18 statements made by CAA were misleading and deceptive. Specifically, Plaintiff is informed, 19 believes, and thereon alleges, that CAA knew that (1) Johnson was engaged in working on the 20 Star Wars Projects from between June 2012 and Johnson’s purported termination of FAA in 21 March 2014 and (2) Dreyfuss and FAA did not know of Johnson’s involvement in the Star Wars 22 Projects. Plaintiff is further informed, believes, and thereon alleges, that, in addition to its 23 misleading withholding of critical information, CAA actively concealed discovery of 24 information regarding Johnson’s involvement with the Star Wars Projects from Plaintiff. 25 45. In particular, Plaintiff is informed, believes, and thereon alleges that, on at least 26 the following occasions, CAA engaged in communications regarding Johnson’s employment 27 28 14 COMPLAINT FOR DAMAGES 1 and availability on prospective projects that were rendered misleading by CAA’s failure to 2 disclose the fact of Johnson’s engagement for the Star Wars Projects: 3 a. On or about June 14, 2012, Dreyfuss forwarded to Garvey of CAA a 4 request from Simon Kinberg’s office for contact information for Johnson. Garvey replied that 5 he would update Dreyfuss with an update after speaking with Kinberg (who was a CAA client). 6 Unbeknownst to Plaintiff, Kinberg was already working as a consultant for Lucasfilm on Star 7 Wars and Garvey had already set in motion a meeting between Johnson and Kathleen 8 Kennedy to discuss Johnson’s involvement in Star Wars. Plaintiff is informed, believes and 9 thereon alleges that Garvey and other agents at CAA were aware of the true facts but did not 10 disclose them to Plaintiff to conceal Johnson’s engagement on the Star Wars Projects, 11 misleading Plaintiff to believe that Johnson was not committed to the Star Wars Projects and 12 was open to other projects. 13 b. On or about July 10, 2012, Dreyfuss e-mailed Garvey of CAA to enquire 14 whether Johnson had met with Kinberg. Garvey responded that Johnson had not met with 15 Kinberg recently, but that the two had met in April 2012. Plaintiff is informed, believes and 16 thereon alleges that Johnson and Kinberg had met between April 1 and July 10, 2012 and that 17 the meeting was about Johnson joining the creative team for the Star Wars Projects. Plaintiff is 18 informed, believes and thereon alleges that Garvey and other agents at CAA were aware of the 19 true facts but asserted that no meeting had taken place other than an alleged meeting in April 20 and failed to mention that the meeting was about Johnson’s involvement in the Star Wars 21 Projects to conceal Johnson’s engagement on the Star Wars Projects, misleading Plaintiff to 22 believe that Johnson was not committed to the Star Wars Projects and was open to other 23 projects. 24 c. On or about September 11, 2012, Garvey of CAA responded to an e-mail 25 from Dreyfuss enquiring into Johnson’s interest in directing a motion picture for Universal 26 based on a book entitled Daughter of Smoke and Bone by asserting that the project was “a 27 longshot”. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 28 15 COMPLAINT FOR DAMAGES 1 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 2 was not going to consider the Universal project. Nevertheless, to conceal Johnson’s 3 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 4 to believe that Johnson was not committed to the Star Wars Projects and was open to other 5 projects. 6 d. On or about September 11, 2012, in that same response Garvey of CAA 7 responded to Plaintiff’s query regarding Johnson’s interest in a project called Tell No One by 8 reminding Plaintiff that Johnson previously had met with Kathleen Kennedy regarding a 9 reimagining of Star Wars. Plaintiff is informed, believes, and thereon alleges that Garvey was 10 referring to the June 18, 2012, meeting between Kennedy and Johnson, as alleged in 11 Paragraph 32 of this Complaint. Plaintiff is informed, believes, and thereon alleges that 12 Garvey and other agents at CAA knew that Johnson had not merely met with Kennedy 13 regarding Star Wars, but he was already committed to writing and directing Star Wars VIII. 14 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 15 disclose this fact, misleading Plaintiff to believe that Johnson was not committed to the Star 16 Wars Projects and was open to other projects. 17 e. On or about September 27, 2012, Garvey of CAA sent an e-mail to 18 Plaintiff forwarding a script entitled Glimmer for Johnson’s consideration to direct as a motion 19 picture. In this e-mail, Garvey wrote, “Let’s read and check the quality…they know super long 20 shot.” Plaintiff is informed, believes, and thereon alleges that – two days earlier - on or about 21 September 25, 2012, CAA contacted Alan Horn’s office to arrange a meeting between Johnson 22 and Horn to discuss plans for the Star Wars film franchise and Johnson’s role in it. At that 23 time, neither Johnson, Bergman, nor CAA informed FAA about this intended meeting or the 24 purpose for that meeting. Plaintiff is informed, believes, and thereon alleges that, at some 25 point between the June 18, 2012 meeting between Johnson and Kennedy described in ¶ 36 26 above and the end of 2012, Johnson and Lucasfilm agreed that Johnson would write and direct 27 Star Wars VIII. Plaintiff is informed, believes, and thereon alleges that Garvey and other 28 16 COMPLAINT FOR DAMAGES 1 agents at CAA knew that Johnson was already committed to writing and directing Star Wars 2 VIII and was not going to consider the Glimmer project. Nevertheless, to conceal Johnson’s 3 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 4 to believe that Johnson was not committed to the Star Wars Projects and was open to other 5 projects. 6 f. On or about October 3, 2012, Garvey of CAA replied to an e-mail from 7 Plaintiff regarding meetings between Johnson and producers represented by CAA by stating 8 that Johnson on October 4, 2012 would be meeting with a CAA-represented writer and an 9 executive at New Regency. Plaintiff is informed, believes, and thereon alleges that Garvey and 10 other agents at CAA knew that Johnson was in fact scheduled to meet with someone 11 connected to Star Wars – specifically Kathleen Kennedy – on October 5, 2012, yet failed to 12 disclose this fact, misleading Plaintiff to believe that Johnson was not already committed to 13 the Star Wars Projects and was open to other projects. 14 g. On or about October 9, 2012, Garvey of CAA forwarded to Plaintiff an e- 15 mail regarding Johnson’s purported consideration of writing/directing involvement in a 16 remake of the film Charley Varrick. In that e-mail, Garvey tells Plaintiff, “Ran this by 17 Ram…pass!” Plaintiff is informed, believes, and thereon alleges that Garvey and other agents 18 at CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 19 was not going to consider the Charley Varrick project. Nevertheless, to conceal Johnson’s 20 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 21 to believe that Johnson was not committed to the Star Wars Projects and was open to other 22 projects. 23 h. On or about October 18, 2012, Garvey of CAA sent an e-mail to Plaintiff 24 concerning a project called Passengers, in which Garvey asserted that the producer “had a 25 director” and was about to close the deal at Relativity Studios and that Johnson was a 26 preferred choice. Despite Garvey’s belief that the project was a “long shot” and that he didn’t 27 want Johnson to become “the reason for a deal in process to fall apart,” Garvey told Plaintiff 28 17 COMPLAINT FOR DAMAGES 1 that “if he decided they wanted to be up front with all, we would be happy to discuss.” 2 Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at CAA knew 3 that Johnson was already committed to writing and directing Star Wars VIII and was not going 4 to consider the Passengers project. Nevertheless, to conceal Johnson’s engagement on the Star 5 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 6 was not committed to the Star Wars Projects and was open to other projects. 7 i. On or about November 1, 2012, Garvey of CAA spoke on the telephone 8 with Dreyfuss of FAA. During that phone call, Garvey discussed Johnson’s focus on developing 9 his own independent projects while mentioning the potential meeting between Johnson and 10 Kathleen Kennedy within the next two weeks. Plaintiff is informed, believes, and thereon 11 alleges that Garvey and other agents at CAA knew that Johnson was already committed to 12 writing and directing Star Wars VIII. In particular, Garvey knew that Johnson had already met 13 with Kennedy at least twice and with Alan Horn at least once, had visited Industrial Light & 14 Magic for the Star Wars Project, and had begun creative work on the Star Wars Project. 15 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 16 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 17 Wars Projects and was open to other projects, although focused on his own independent 18 work. 19 j. On November 27 and 29, 2012, Garvey of CAA informed Dreyfuss that 20 CAA had made an initial proposal of $200,000 to Legendary Entertainment for Johnson to 21 work on a project identified as the “Del Toro Project.” Garvey further told Dreyfuss that CAA 22 was waiting for a counter offer from Legendary and that Johnson would begin work on the 23 project in January 2013. Plaintiff is informed, believes, and thereon alleges that Garvey and 24 other agents at CAA knew that Johnson was already committed to writing and directing Star 25 Wars VIII at this time. Nevertheless, to conceal Johnson’s engagement on the Star Wars 26 Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson was 27 not committed to the Star Wars Projects and was open to other projects. 28 18 COMPLAINT FOR DAMAGES 1 k. On or about January 5, 2013, Garvey of CAA responded to an e-mail from 2 Plaintiff regarding CAA client Frank Marshall reaching out regarding Johnson’s interest and 3 availability to work on the Jurassic Park reboot by sending an e-mail to Plaintiff and Johnson, 4 saying “JP4 could be amazing if it is in fact your vision! Would be curious if this is 5 conceptually something you might be interested in? If so we could work to position 6 accordingly …” Plaintiff is informed, believes, and thereon alleges that Garvey and other 7 agents at CAA knew that Jurassic Park 4 already had a director and writer in place and that 8 Johnson was already committed to writing and directing Star Wars VIII and was not going to 9 consider the Jurassic Park 4 project. Nevertheless, to conceal Johnson’s engagement on the 10 Star Wars Projects, Garvey failed to disclose these facts, misleading Plaintiff to believe that 11 Johnson was not committed to the Star Wars Projects and was open to other projects. 12 l. On or about February 7, 2013, Garvey of CAA forwarded to Plaintiff an e- 13 mail from another CAA agent, inquiring about Johnson’s interest in a feature film version of 14 one of the episodes from the television series Black Mirror, in which Domhnall Gleason was a 15 co-star, to which Garvey added the message, “… not sure that this one will spark,…” Plaintiff 16 is informed, believes, and thereon alleges that Garvey and other agents at CAA knew that 17 Johnson was already committed to writing and directing Star Wars VIII and was not going to 18 consider the Black Mirror project. Nevertheless, to conceal Johnson’s engagement on the Star 19 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 20 was not committed to the Star Wars Projects and was open to other projects. 21 m. On November 21, 2013, Garvey of CAA informed Dreyfuss over the 22 telephone that Johnson would be receiving $200,000 for the first week (along with an optional 23 additional week for $200,000) from Legendary Entertainment for Johnson to work on the 24 motion picture Godzilla. Plaintiff is informed, believes, and thereon alleges that Garvey and 25 other agents at CAA knew that Johnson was already committed to writing and directing Star 26 Wars VIII at this time, and was discussing his involvement in the New Star Wars Project with 27 Lucasfilm. Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey 28 19 COMPLAINT FOR DAMAGES 1 failed to disclose this fact, misleading Plaintiff to believe that Johnson was not committed to 2 the Star Wars Projects and was open to other projects. 3 n. On or about February 24, 2014, in response to Plaintiff’s e-mail update 4 concerning the status of the Murakami Project, Garvey sent an e-mail to Plaintiff in which he 5 replied, “Love Murakami,” and implying that Johnson was considering this project. Other CAA 6 agents, including Bryan Lourd, sent e-mails and engaged in conduct that furthered this 7 illusion. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 8 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 9 the New Star Wars Projects and was not going to consider the Murakami Project. 10 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 11 VIII, Star Wars IX, and the New Star Wars Project, Garvey and other agents at CAA failed to 12 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 13 Wars Projects and was open to other projects. 14 o. On or about March 5, 2014, in response to Plaintiff’s e-mail update 15 concerning Johnson’s lunch meeting with Plan B regarding the Murakami Project, Garvey sent 16 an e-mail to Plaintiff in which he replied “awesome,” implying that Johnson was considering 17 this project. Similarly, on or about March 12, 2014, Lourd of CAA e-mailed the response, 18 “Great” in connection with Johnson writing a personal letter to Murakami in furtherance of the 19 Murakami Project. Plaintiff is informed, believes, and thereon alleges that Garvey, Lourd, and 20 other agents at CAA knew that Johnson was already committed to writing and directing Star 21 Wars VIII and the New Star Wars Project and was not going to consider the Murakami Project. 22 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 23 VIII, Star Wars IX, and the New Star Wars Project, Garvey, Lourd, and other agents at CAA 24 failed to disclose these facts, misleading Plaintiff to believe that Johnson was not committed to 25 the Star Wars Projects and was open to other projects. 26 46. Plaintiff is informed, believes, and thereon alleges that, on March 23, 2014, 27 when purportedly terminated FAA as his agent, and in large part due to CAA’s misleading and 28 20 COMPLAINT FOR DAMAGES 1 deceptive conduct, Plaintiff did not know that Johnson had already agreed with Lucasfilm to 2 write and direct the Star Wars Projects and had indeed been working on the Star Wars VIII 3 project for more than a year prior to the purported termination of FAA and had already agreed 4 to write and direct the New Star Wars Project prior to their breakfast meeting. 5 47. As a result of CAA’s conduct, at the time of Johnson’s purported – but ineffective 6 - termination of the agreement with FAA, Plaintiff was unaware that he had a right to 7 compensation in connection with the Star Wars Projects and thus did not identify Star Wars 8 VIII, Star Wars IX, or the New Star Wars Project as commissionable projects for which Johnson 9 owed him commissions. Plaintiff has not been paid any compensation owed to him in 10 connection with the Star Wars Projects. 11 48. Plaintiff is additionally informed, believes and thereon alleges that Johnson was 12 secretly offered and retained to write and direct the New Star Wars Project at or around the 13 same time as CAA became the exclusive agency representing Johnson after the termination of 14 Johnson’s long-time representative. Furthermore, Plaintiff is additionally informed, believes 15 and thereon alleges that CAA determined that FAA should be eliminated from representing 16 Johnson before entering into any agreement with Lucasfilm related to the New Star Wars 17 Project. Plaintiff is informed, believe and thereon allege that CAA uses its power and control in 18 the entertainment industry to create packaging deals that generate more revenue for CAA than 19 the typical commission obtained through contracts for individual clients for its own benefit and 20 occasionally at the expense of the financial interests of its individual clients. 21 49. Plaintiff is informed, believes, and thereon alleges that talent agencies – like CAA 22 – can command packaging fees for motion picture projects in the form of a negotiated amount of 23 money paid up front and/or a percentage of the total budget for the film and/or a percentage of the 24 ultimate revenues or gross profit earned by that film if they control one or more of the following: 25 • the sale of the film domestically via the agency’s sales arm; 26 • the actor(s) that triggers sufficient financing; 27 • the writer/director of the film; 28 21 COMPLAINT FOR DAMAGES 1 • the underlying intellectual property or script; 2 • the financing of the project from an entity owned partly/entirely/introduced 3 to the film producers by the agency. 4 The particular make up and amount of the packaging fees are subject to negotiation between the 5 agency and the studio making the film. 6 50. Plaintiff does not have the industry wide power and control to create packaging 7 deals involving its clients and focuses on obtaining the most beneficial results for its clients 8 without concern for any impact on its ability to generate a packaging fee. Nevertheless, in 9 certain situations, FAA has represented clients who were involved in projects that involved 10 packaging deals brokered by other agencies. In those situations, FAA negotiated with the other 11 agency for a reasonable share of the packaging fee, commensurate with the benefit brought to 12 the project by FAA’s client. 13 51. Plaintiff is informed, believe and thereon alleges that CAA’s desire and 14 motivation to eliminate FAA’s involvement in Johnson’s career was motivated by its desire to 15 enhance its reputation, power, and control in the entertainment industry and thereby serve its 16 own financial interests by eliminating anyone with an independent mindset focused solely on 17 the interests of Johnson. In particular, FAA provided a needed counter-balance to protect 18 Johnson from the potential self-dealing of CAA resulting from the conflict of interest in 19 connection with Johnson’s negotiation with Lucasfilm concerning his involvement with the 20 Star Wars Projects. Unlike CAA, FAA did not represent Kennedy or anyone else at Lucasfilm 21 and could represent Johnson to the full extent possible without concern over any impact on its 22 other clients. Plaintiff is informed, believes and thereon alleges that CAA used its extensive 23 control and power in the entertainment industry – in particular its relationship with Lucasfilm 24 through its representation of Kennedy, Abrams, Lawrence Kasdan, Simon Kinberg, and Steven 25 Spielberg - to convince Johnson to rid himself of FAA before formally agreeing to pursue the 26 New Star Wars Project opportunity with Lucasfilm. At the time of FAA’s termination, Plaintiff 27 did not know or have any indication that Johnson had already been offered employment to 28 22 COMPLAINT FOR DAMAGES 1 write and direct Star Wars VIII, Star Wars IX, or the New Star Wars Project or that Johnson had 2 in fact already begun work on Star Wars VIII. 3 52. On or about June 20, 2014, public news agencies reported for the first time that 4 Johnson would be writing and directing Star Wars VIII. Through these news reports, Dreyfuss 5 discovered for the first time that Johnson had been signed to write and direct in connection 6 with the Star Wars movies. After struggling with whether to pursue legal action against 7 someone whom he had long considered a friend, Dreyfuss finally decided to retain litigation 8 counsel who filed a legal action against Johnson and Bergman in Los Angeles County Superior 9 Court. Johnson then filed a petition with Labor Commissioner alleging violations of the Talent 10 Agency Act and seeking declaratory relief on FAA’s breach of contract claim against Johnson. 11 and the Superior Court stayed the action while Johnson’s petition was heard. The Labor 12 Commissioner hearing took place on May 8 through 9, 2017, with briefing concluded in August 13 2017. As of the date of the filing of this complaint, no ruling has yet been issued. Documents 14 produced by Johnson and CAA in connection with this hearing revealed actions taken by CAA, 15 Johnson, and Bergman of which Plaintiff was unaware prior to the production of documents in 16 conjunction with the hearing in May 2017. These newly produced documents evidenced the 17 wrongful conduct alleged herein. Plaintiff has been unable to amend the legal action against 18 Johnson and Bergman while the action is stayed. 19 53. Subsequent to the Labor Commission hearing, Plaintiff became informed of the 20 timeline for Johnson’s work on Star Wars VIII, through both documents produced in 21 connection with that hearing, as well as through various publications and interviews 22 published after May 2017. In addition, the public announcement that Johnson would be in 23 charge of the new Star Wars Project was not made until November 9, 2017, at which time, 24 Plaintiff first became aware that CAA’s wrongful conduct had caused him to lose commissions 25 owed by Johnson and Bergman arising from their work on the New Star Wars Project. 26 54. As a result of CAA’s duplicitous behavior, Plaintiff has not been paid any 27 commissions deriving from the employment of Johnson or Bergman on Star Wars VIII, Star 28 23 COMPLAINT FOR DAMAGES 1 Wars IX, or the New Star Wars Project, even though such commissions are due under FAA’s 2 agency agreements with Johnson and Bergman. Nor has Plaintiff been paid its fair portion of 3 the packaging fee paid to CAA in connection with the Star Wars Projects involving its clients, 4 Rian Johnson and Ram Bergman. 5 FIRST CAUSE OF ACTION 6 (Fraud against CAA) 7 55. Plaintiff realleges and incorporates by reference each and every allegation 8 contained in Paragraphs 1 to 54 as though fully set forth herein. 9 56. Beginning in June 2011 and continuing through all relevant time periods hereto, 10 Plaintiff and CAA were co-agents in representing Johnson. In particular, from June 2011, FAA, 11 CAA, and Johnson had agreed that both FAA and CAA would work for Johnson to acquire 12 employment opportunities for him in the television and motion picture industry. Under this 13 working agreement, FAA and CAA agreed to keep each other informed of Johnson-related 14 projects-in-process and to assist each other if needed. As part of the arrangement – as 15 evidence by years of practice by FAA, CAA, and Johnson – Johnson agreed to pay a 10% 16 commission to both FAA and CAA regardless of whose effort caused the acquisition of the 17 employment. 18 57. Since beginning his involvement with Johnson’s career in the development of 19 Brick, Ram Bergman has been Johnson’s production partner who split revenue received by 20 either Johnson or Bergman with the other. Plaintiff is informed, believes, and thereon alleges 21 that Johnson and Bergman’s revenue splits ran between an even 50/50 division to 62/38 splits. 22 As a result of Bergman and Johnson’s consistent practice, Plaintiff commissioned Johnson and 23 Bergman as a single unit, earning his standard 10% commission based on the total revenue 24 received by Johnson and Bergman, regardless of the actual revenue split agreed upon by 25 Johnson and Bergman. 26 58. Plaintiff is informed, believes, and thereon alleges that, at some point between 27 the June 18, 2012 meeting between Johnson and Kathleen Kennedy discussing the “re28 24 COMPLAINT FOR DAMAGES 1 imagining of Star Wars” and the end of 2012, Johnson and Lucasfilm agreed that Johnson 2 would write and direct Star Wars VIII. Plaintiff is further informed, believes, and thereon 3 alleges that Johnson began working on his writing process for Star Wars VIII at least by late 4 2012 and continued working on Star Wars VIII throughout 2013. Plaintiff is informed, believes, 5 and thereon alleges that Johnson completed the first draft of Star Wars VIII no later than 6 July/August of 2014. 7 59. Plaintiff is informed, believes, and thereon alleges that, consistent with the long- 8 term practice of Johnson and Bergman, Bergman agreed to be one of the producers of the Star 9 Wars VIII project at the same time that Johnson began his involvement on the project and 10 would be compensated for his involvement. 11 60. Plaintiff is informed, believes, and thereon alleges that, in or around November 12 2013, discussions were initiated between Lucasfilm and Johnson regarding Johnson assuming 13 responsibility to write and direct a new trilogy of films based in the Star Wars universe (the 14 “New Star Wars Project”). In particular, Plaintiff is informed, believes, and thereon alleges that, 15 by March 2014, Kennedy and Lucasfilm wanted to meet with Johnson and another meeting 16 between Johnson and Kennedy was arranged for March 20, 2014. Plaintiff is further informed, 17 believes, and thereon alleges that prior to March 20, Johnson and Kennedy, with Bergman and 18 CAA, had been in continuing discussions regarding Johnson’s interest in writing and directing 19 the New Star Wars Project. Plaintiff is further informed, believes, and thereon alleges that, 20 prior to March 23, 2014, Johnson had been offered the opportunity to write and direct the New 21 Star Wars Project and had accepted that opportunity. 22 61. Plaintiff is informed, believes, and thereon alleges that, consistent with the long- 23 term practice of Johnson and Bergman and acknowledged by Lucasfilm and CAA, Bergman 24 would become one of the producers of the New Star Wars Project once Johnson agreed to write 25 and direct the New Star Wars Project and would be compensated for his involvement. 26 62. Plaintiff did not know that Lucasfilm had offered Johnson employment as a 27 writer and director for Star Wars VIII, Star Wars IX, or the New Star Wars Project. CAA was 28 25 COMPLAINT FOR DAMAGES 1 fully aware that Plaintiff did not know about Johnson’s employment for any of the Star Wars 2 projects. 3 63. Since June 2012, CAA has engaged in a pattern of deceptive and misleading 4 conduct designed to keep Plaintiff from discovering that Johnson was in discussions with 5 Lucasfilm – and ultimately entered into an agreement – to work on the Star Wars Projects as a 6 writer and director and that Bergman was in discussions and ultimately agreed with Lucasfilm 7 to work on the Star Wars Projects as a producer. In particular, CAA through its employee John 8 Garvey, engaged in a pattern of communications with Dreyfuss concerning Johnson’s 9 availability on prospective projects while withholding facts within CAA’s knowledge that 10 materially qualified the statements made to Dreyfuss, so that the statements made by CAA 11 were misleading and deceptive. Plaintiff did not discover the misleading and deceptive nature 12 of CAA’s communication until after the Labor Commission Hearing in May 2017 and the 13 publication of interviews and books regarding the making of Star Wars VII and VIII after that 14 date. 15 64. In particular, Plaintiff is informed, believes, and thereon alleges that, on at least 16 the following occasions, CAA engaged in communications regarding Johnson’s employment 17 and availability on prospective projects that were rendered misleading by CAA’s failure to 18 disclose the fact of Johnson’s engagement for the Star Wars Projects: 19 a. On or about June 14, 2012, Dreyfuss forwarded to Garvey of CAA a 20 request from Simon Kinberg’s office for contact information for Johnson. Garvey replied that 21 he would update Dreyfuss with an update after speaking with Kinberg (who was a CAA client). 22 Unbeknownst to Plaintiff, Kinberg was already working as a consultant for Lucasfilm on Star 23 Wars and Garvey had already set in motion a meeting between Johnson and Kathleen 24 Kennedy to discuss Johnson’s involvement in Star Wars. Plaintiff is informed, believes and 25 thereon alleges that Garvey and other agents at CAA were aware of the true facts but did not 26 disclose them to Plaintiff to conceal Johnson’s engagement on the Star Wars Projects, 27 28 26 COMPLAINT FOR DAMAGES 1 misleading Plaintiff to believe that Johnson was not committed to the Star Wars Projects and 2 was open to other projects. 3 b. On or about July 10, 2012, Dreyfuss e-mailed Garvey of CAA to enquire 4 whether Johnson had met with Kinberg. Garvey responded that Johnson had not met with 5 Kinberg recently, but that the two had met in April 2012. Plaintiff is informed, believes and 6 thereon alleges that Johnson and Kinberg had met between April 1 and July 10, 2012 and that 7 the meeting was about Johnson joining the creative team for the Star Wars Projects. Plaintiff is 8 informed, believes and thereon alleges that Garvey and other agents at CAA were aware of the 9 true facts but asserted that no meeting had taken place other than an alleged meeting in April 10 and failed to mention that the meeting was about Johnson’s involvement in the Star Wars 11 Projects to conceal Johnson’s engagement on the Star Wars Projects, misleading Plaintiff to 12 believe that Johnson was not committed to the Star Wars Projects and was open to other 13 projects. 14 c. On or about September 11, 2012, Garvey of CAA responded to an e-mail 15 from Dreyfuss enquiring into Johnson’s interest in directing a motion picture for Universal 16 based on a book entitled Daughter of Smoke and Bone by asserting that the project was “a 17 longshot”. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 18 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 19 was not going to consider the Universal project. Nevertheless, to conceal Johnson’s 20 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 21 to believe that Johnson was not committed to the Star Wars Projects and was open to other 22 projects. 23 d. On or about September 11, 2012, in that same response Garvey of CAA 24 responded to Plaintiff’s query regarding Johnson’s interest in a project called Tell No One by 25 reminding Plaintiff that Johnson previously had met with Kathleen Kennedy regarding a 26 reimagining of Star Wars. Plaintiff is informed, believes, and thereon alleges that Garvey was 27 referring to the June 18, 2012, meeting between Kennedy and Johnson, as alleged in 28 27 COMPLAINT FOR DAMAGES 1 Paragraph 32 of this Complaint. Plaintiff is informed, believes, and thereon alleges that 2 Garvey and other agents at CAA knew that Johnson had not merely met with Kennedy 3 regarding Star Wars, but he was already committed to writing and directing Star Wars VIII. 4 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 5 disclose this fact, misleading Plaintiff to believe that Johnson was not committed to the Star 6 Wars Projects and was open to other projects. 7 e. On or about September 27, 2012, Garvey of CAA sent an e-mail to 8 Plaintiff forwarding a script entitled Glimmer for Johnson’s consideration to direct as a motion 9 picture. In this e-mail, Garvey wrote, “Let’s read and check the quality…they know super long 10 shot.” Plaintiff is informed, believes, and thereon alleges that – two days earlier - on or about 11 September 25, 2012, CAA contacted Alan Horn’s office to arrange a meeting between Johnson 12 and Horn to discuss plans for the Star Wars film franchise and Johnson’s role in it. At that 13 time, neither Johnson, Bergman, nor CAA informed FAA about this intended meeting or the 14 purpose for that meeting. Plaintiff is informed, believes, and thereon alleges that, at some 15 point between the June 18, 2012 meeting between Johnson and Kennedy described in ¶ 36 16 above and the end of 2012, Johnson and Lucasfilm agreed that Johnson would write and direct 17 Star Wars VIII. Plaintiff is informed, believes, and thereon alleges that Garvey and other 18 agents at CAA knew that Johnson was already committed to writing and directing Star Wars 19 VIII and was not going to consider the Glimmer project. Nevertheless, to conceal Johnson’s 20 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 21 to believe that Johnson was not committed to the Star Wars Projects and was open to other 22 projects. 23 f. On or about October 3, 2012, Garvey of CAA replied to an e-mail from 24 Plaintiff regarding meetings between Johnson and producers represented by CAA by stating 25 that Johnson on October 4, 2012 would be meeting with a CAA-represented writer and an 26 executive at New Regency. Plaintiff is informed, believes, and thereon alleges that Garvey and 27 other agents at CAA knew that Johnson was in fact scheduled to meet with someone 28 28 COMPLAINT FOR DAMAGES 1 connected to Star Wars – specifically Kathleen Kennedy – on October 5, 2012, yet failed to 2 disclose this fact, misleading Plaintiff to believe that Johnson was not already committed to 3 the Star Wars Projects and was open to other projects. 4 g. On or about October 9, 2012, Garvey of CAA forwarded to Plaintiff an e- 5 mail regarding Johnson’s purported consideration of writing/directing involvement in a 6 remake of the film Charley Varrick. In that e-mail, Garvey tells Plaintiff, “Ran this by 7 Ram…pass!” Plaintiff is informed, believes, and thereon alleges that Garvey and other agents 8 at CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 9 was not going to consider the Charley Varrick project. Nevertheless, to conceal Johnson’s 10 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 11 to believe that Johnson was not committed to the Star Wars Projects and was open to other 12 projects. 13 h. On or about October 18, 2012, Garvey of CAA sent an e-mail to Plaintiff 14 concerning a project called Passengers, in which Garvey asserted that the producer “had a 15 director” and was about to close the deal at Relativity Studios and that Johnson was a 16 preferred choice. Despite Garvey’s belief that the project was a “long shot” and that he didn’t 17 want Johnson to become “the reason for a deal in process to fall apart,” Garvey told Plaintiff 18 that “if he decided they wanted to be up front with all, we would be happy to discuss.” 19 Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at CAA knew 20 that Johnson was already committed to writing and directing Star Wars VIII and was not going 21 to consider the Passengers project. Nevertheless, to conceal Johnson’s engagement on the Star 22 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 23 was not committed to the Star Wars Projects and was open to other projects. 24 i. On or about November 1, 2012, Garvey of CAA spoke on the telephone 25 with Dreyfuss of FAA. During that phone call, Garvey discussed Johnson’s focus on developing 26 his own independent projects while mentioning the potential meeting between Johnson and 27 Kathleen Kennedy within the next two weeks. Plaintiff is informed, believes, and thereon 28 29 COMPLAINT FOR DAMAGES 1 alleges that Garvey and other agents at CAA knew that Johnson was already committed to 2 writing and directing Star Wars VIII. In particular, Garvey knew that Johnson had already met 3 with Kennedy at least twice and with Alan Horn at least once, had visited Industrial Light & 4 Magic for the Star Wars Project, and had begun creative work on the Star Wars Project. 5 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 6 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 7 Wars Projects and was open to other projects, although focused on his own independent 8 work. 9 j. On November 27 and 29, 2012, Garvey of CAA informed Dreyfuss that 10 CAA had made an initial proposal of $200,000 to Legendary Entertainment for Johnson to 11 work on a project identified as the “Del Toro Project.” Garvey further told Dreyfuss that CAA 12 was waiting for a counter offer from Legendary and that Johnson would begin work on the 13 project in January 2013. Plaintiff is informed, believes, and thereon alleges that Garvey and 14 other agents at CAA knew that Johnson was already committed to writing and directing Star 15 Wars VIII at this time. Nevertheless, to conceal Johnson’s engagement on the Star Wars 16 Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson was 17 not committed to the Star Wars Projects and was open to other projects. 18 k. On or about January 5, 2013, Garvey of CAA responded to an e-mail from 19 Plaintiff regarding CAA client Frank Marshall reaching out regarding Johnson’s interest and 20 availability to work on the Jurassic Park reboot by sending an e-mail to Plaintiff and Johnson, 21 saying “JP4 could be amazing if it is in fact your vision! Would be curious if this is 22 conceptually something you might be interested in? If so we could work to position 23 accordingly …” Plaintiff is informed, believes, and thereon alleges that Garvey and other 24 agents at CAA knew that Jurassic Park 4 already had a director and writer in place and that 25 Johnson was already committed to writing and directing Star Wars VIII and was not going to 26 consider the Jurassic Park 4 project. Nevertheless, to conceal Johnson’s engagement on the 27 28 30 COMPLAINT FOR DAMAGES 1 Star Wars Projects, Garvey failed to disclose these facts, misleading Plaintiff to believe that 2 Johnson was not committed to the Star Wars Projects and was open to other projects. 3 l. On or about February 7, 2013, Garvey of CAA forwarded to Plaintiff an e- 4 mail from another CAA agent, inquiring about Johnson’s interest in a feature film version of 5 one of the episodes from the television series Black Mirror, in which Domhnall Gleason was a 6 co-star, to which Garvey added the message, “… not sure that this one will spark,…” Plaintiff 7 is informed, believes, and thereon alleges that Garvey and other agents at CAA knew that 8 Johnson was already committed to writing and directing Star Wars VIII and was not going to 9 consider the Black Mirror project. Nevertheless, to conceal Johnson’s engagement on the Star 10 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 11 was not committed to the Star Wars Projects and was open to other projects. 12 m. On November 21, 2013, Garvey of CAA informed Dreyfuss over the 13 telephone that Johnson would be receiving $200,000 for the first week (along with an optional 14 additional week for $200,000) from Legendary Entertainment for Johnson to work on the 15 motion picture Godzilla. Plaintiff is informed, believes, and thereon alleges that Garvey and 16 other agents at CAA knew that Johnson was already committed to writing and directing Star 17 Wars VIII at this time, and was discussing his involvement in the New Star Wars Project with 18 Lucasfilm. Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey 19 failed to disclose this fact, misleading Plaintiff to believe that Johnson was not committed to 20 the Star Wars Projects and was open to other projects. 21 n. On or about February 24, 2014, in response to Plaintiff’s e-mail update 22 concerning the status of the Murakami Project, Garvey sent an e-mail to Plaintiff in which he 23 replied, “Love Murakami,” and implying that Johnson was considering this project. Other CAA 24 agents, including Bryan Lourd, sent e-mails and engaged in conduct that furthered this 25 illusion. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 26 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 27 the New Star Wars Projects and was not going to consider the Murakami Project. 28 31 COMPLAINT FOR DAMAGES 1 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 2 VIII, Star Wars IX, and the New Star Wars Project, Garvey and other agents at CAA failed to 3 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 4 Wars Projects and was open to other projects. 5 o. On or about March 5, 2014, in response to Plaintiff’s e-mail update 6 concerning Johnson’s lunch meeting with Plan B regarding the Murakami Project, Garvey sent 7 an e-mail to Plaintiff in which he replied “awesome,” implying that Johnson was considering 8 this project. Similarly, on or about March 12, 2014, Lourd of CAA e-mailed the response, 9 “Great” in connection with Johnson writing a personal letter to Murakami in furtherance of the 10 Murakami Project. Plaintiff is informed, believes, and thereon alleges that Garvey, Lourd, and 11 other agents at CAA knew that Johnson was already committed to writing and directing Star 12 Wars VIII and the New Star Wars Project and was not going to consider the Murakami Project. 13 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 14 VIII, Star Wars IX, and the New Star Wars Project, Garvey, Lourd, and other agents at CAA 15 failed to disclose these facts, misleading Plaintiff to believe that Johnson was not committed to 16 the Star Wars Projects and was open to other projects. 17 65. By failing to disclose that Lucasfilm had offered Johnson employment as a writer 18 and director for the Star Wars Projects, CAA intended to deceive Plaintiff. 19 66. Had this information been provided to Plaintiff, Plaintiff would have behaved 20 differently. In particular, as any reasonable agent in its position, Plaintiff would have listed all 21 the Star Wars Projects as a Commissionable Project under the terms of Plaintiff’s agreement 22 with Johnson and insisted that it receive a commission in accordance with its agreement with 23 Johnson. Instead, based upon his reliance on CAA’s incomplete and misleading statements, 24 between July 2012 and March 23, 2014, Plaintiff did not list any of the Star Wars Projects as a 25 Commissionable Project nor did it seek payment of commissions to which it was entitled in 26 accordance with its agreement with Johnson. Plaintiff’s reliance was reasonable as any 27 reasonable agent in its position would have believed CAA’s representations, in particular 28 32 COMPLAINT FOR DAMAGES 1 because CAA and Plaintiff, having been instructed by Johnson to work together to advance his 2 interests, had agreed to work separately to pursue opportunities for Johnson, to keep each 3 other informed of all opportunities for and employment of Johnson, and to assist each other in 4 good faith as requested. 5 67. In addition, Plaintiff is informed, believes, and thereon alleges that CAA, as the 6 agent for a significant portion of the talent connected with the Star Wars Projects received 7 percentage of gross proceeds as a “packaging fee.” The amount of that packaging fee will be 8 determined at trial. As the co-agent for the writer and director, as well as one of the producers, 9 Plaintiff would have been entitled to a fair and reasonable percentage of that packaging fee, in 10 an amount to be determined at trial. 11 68. As a result of CAA’s wrongful conduct, Plaintiff was thereby harmed. 12 69. CAA’s misleading and deceptive statements and failure to disclose the true 13 extent of Johnson’s involvement in the Star Wars Projects was a substantial factor in causing 14 Plaintiff to suffer damages in an amount in excess of the minimum jurisdictional limits of this 15 Court, according to proof at trial. 16 70. The amount of damages suffered by Plaintiff as a result of Defendant’s wrongful 17 conduct can only be accurately determined by an accounting of the packaging fees obtained by 18 CAA for the Star Wars Projects and of the money obtained by the mutual clients of Plaintiff and 19 Defendant – Johnson and Bergman – for their employment on the Star Wars Projects. Plaintiff 20 is informed, believes, and thereon alleges that the information necessary to discover the 21 amount of money lost by Plaintiff as a result of CAA’s wrongful conduct can only be 22 determined by an accounting of the fees and payments made that are contingent upon box 23 office performance and profits received by Lucasfilm and/or Disney from the Star Wars 24 Projects. 25 71. As a result of CAA’s wrongful conduct, CAA obtained a financial benefit that it 26 would not have obtained otherwise. For CAA to retain that financial benefit - the amount of 27 28 33 COMPLAINT FOR DAMAGES 1 which will be determined according to proof at trial - would be unreasonable, unjust, and 2 unfair. 3 72. CAA’s fraudulent conduct was intended to cause injury to Plaintiff and was 4 carried out with willful or callous disregard for the rights of Plaintiff, thereby entitling Plaintiff 5 to an award of punitive damages under Section 3294 of the California Civil Code. 6 SECOND CAUSE OF ACTION 7 (Intentional Interference with Contractual Relationship against CAA) 8 73. Plaintiff realleges and incorporates by reference each and every allegation 9 contained in Paragraphs 1 to 54 as though fully set forth herein. 10 74. From February 2006 through at least March 23, 2014, an agency relationship 11 existed between Plaintiff and Johnson. In particular, after February 2006, Plaintiff and Johnson 12 conducted their talent-agent relationship under the terms of the implied in fact agency 13 agreement, which adopted the express written terms set forth in the Kohner Agreement, as 14 alleged above, whereby the conduct of both FAA and Johnson demonstrated and confirmed 15 that FAA - through the efforts of Dreyfuss - would continue to represent Johnson in accordance 16 with the terms of the Kohner Agreement and that Johnson would continue to pay FAA an 17 industry standard 10% commission on any sums (including renewals and options that are 18 exercised or contracts that have been renegotiated) or other consideration that Johnson 19 received with respect to all commissionable projects, including but not limited to the Star Wars 20 Projects. Plaintiff and Johnson entered into this agreement without the involvement of CAA. In 21 particular, CAA was not Johnson’s agent in connection with Johnson’s relationship with FAA 22 and had no involvement in the negotiation of the FAA/Johnson Agreement. 23 75. In addition to the FAA/Johnson Agreement, in connection with Bergman’s 24 Johnson-Related Production Services, Bergman entered into an understanding with FAA that — 25 in addition to other producing projects not related to Johnson — FAA would serve as Bergman’s 26 agent in connection with the Johnson-Related Production Services. In particular, Bergman and 27 FAA agreed, understood, and acted in accordance thereto that whatever projects and 28 34 COMPLAINT FOR DAMAGES 1 compensation that were commissionable as to Johnson would also be commissionable as to 2 Bergman (the “FAA/Bergman Agreement”). While representing Bergman, FAA provided agent 3 services to Bergman on both Bergman’s Johnson-Related Production Services and Bergman’s 4 projects that were undertaken independently of Johnson. In accordance with the 5 understanding between FAA and Bergman regarding Johnson-Related Production Services, 6 Bergman paid FAA the agreed upon 10% commission for compensation he received for 7 producing services in film projects that were commissionable as to Johnson. 8 76. The FAA/Johnson Agreement and the FAA/Bergman Agreement imposed on 9 Johnson, Bergman, and FAA the duty of good faith and fair dealing in its performance and 10 enforcement. This implied duty imposed on Johnson, Bergman, and FAA the obligation to 11 refrain from taking any action that would deprive the other party from receiving the benefits of 12 the Agreement. The goal of the FAA/Johnson Agreement and the FAA/Bergman Agreement was 13 to acquire business opportunities for Johnson and Bergman in exchange for commission 14 payments to FAA. FAA agreed to devote its efforts to engage in activities to acquire such 15 business opportunities and did, in fact, engage in such activities. In exchange, Johnson and 16 Bergman agreed to pay the Commission (as defined above) whether or not the specific 17 employment was procured by Johnson or FAA. 18 77. FAA has performed certain services for Johnson, including but not limited to, 19 working to procure and attempting to procure employment for Johnson on the Johnson/FAA 20 Commissionable Projects, including but not limited to the Star Wars Projects. In particular, 21 FAA procured employment for Johnson on the motion pictures entitled The Brothers Bloom 22 (released in 2009) and Looper (released in 2012), the television episodes “Fly” (aired in 2010), 23 “Fifty-One” (aired in 2012), and “Ozymandias” (aired in 2013) from the television series 24 Breaking Bad, and other pending projects, including the Unnamed World War II Project, the 25 Murakami Project, and the Star Wars Projects. 26 27 28 35 COMPLAINT FOR DAMAGES 1 78. Furthermore, FAA has duly performed all of the conditions, promises, and 2 covenants that the FAA/Johnson Agreement required him to perform, except those obligations 3 that FAA was prevented or excused from performing. 4 79. Since at least June 2011, Defendant CAA has known of the existence of the 5 contractual relationship between FAA and Johnson. CAA knew that this contractual 6 relationship was in existence from at least 2005 to March 2014. 7 80. Plaintiff is informed, believes, and thereon alleges that, as evidenced by the 8 following allegations, set forth in greater detail above, and first discovered by Plaintiff in 9 connection with the Labor Commission hearing in May 2017, CAA has engaged in conduct that 10 was intended to disrupt the performance of the FAA/Johnson Agreement and the relationship 11 between Plaintiff and Johnson, causing Plaintiff to engage in work procuring employment 12 opportunities on behalf of Johnson that CAA knew Johnson would not accept because Johnson 13 was already committed to working on the Star Wars Projects. 14 81. Plaintiff is informed, believes, and thereon alleges that, CAA engaged in this 15 disruptive conduct because it wanted to marginalize Dreyfuss/FAA from having influence with 16 Johnson so that it could strengthen its own control over Johnson’s career and its own position 17 and reputation for representing major players in the entertainment industry for CAA’s own 18 personal gain, as well as to take 100% of the packaging fee it obtained for bringing Johnson on 19 board the Star Wars Projects as writer and director, without having to share any portion of that 20 packaging fee with Plaintiff. Plaintiff did not discover the misleading and deceptive nature of 21 CAA’s conduct until after the Labor Commission Hearing in May 2017 and the publication of 22 interviews and books regarding the making of Star Wars VII and VIII after that date. 23 82. In particular, Plaintiff is informed, believes, and thereon alleges that ,as set forth 24 in greater detail herein this Complaint, CAA engaged in the following conduct that disrupted 25 the FAA/Johnson Agreement, in particular by facilitating the concealment of Johnson’s 26 involvement in the Star Wars Projects from FAA to prevent FAA from performing its 27 responsibilities as one of Johnson’s agents, and assisting in the coordination of events to 28 36 COMPLAINT FOR DAMAGES 1 maximize the likelihood that Johnson would not pay FAA any commissions on the Star Wars 2 Projects: 3 a. On or about June 14, 2012, Dreyfuss forwarded to Garvey of CAA a 4 request from Simon Kinberg’s office for contact information for Johnson. Garvey replied that 5 he would update Dreyfuss with an update after speaking with Kinberg (who was a CAA client). 6 Unbeknownst to Plaintiff, Kinberg was already working as a consultant for Lucasfilm on Star 7 Wars and Garvey had already set in motion a meeting between Johnson and Kathleen 8 Kennedy to discuss Johnson’s involvement in Star Wars. Plaintiff is informed, believes and 9 thereon alleges that Garvey and other agents at CAA were aware of the true facts but did not 10 disclose them to Plaintiff to conceal Johnson’s engagement on the Star Wars Projects, 11 misleading Plaintiff to believe that Johnson was not committed to the Star Wars Projects and 12 was open to other projects. 13 b. On or about July 10, 2012, Dreyfuss e-mailed Garvey of CAA to enquire 14 whether Johnson had met with Kinberg. Garvey responded that Johnson had not met with 15 Kinberg recently, but that the two had met in April 2012. Plaintiff is informed, believes and 16 thereon alleges that Johnson and Kinberg had met between April 1 and July 10, 2012 and that 17 the meeting was about Johnson joining the creative team for the Star Wars Projects. Plaintiff is 18 informed, believes and thereon alleges that Garvey and other agents at CAA were aware of the 19 true facts but asserted that no meeting had taken place other than an alleged meeting in April 20 and failed to mention that the meeting was about Johnson’s involvement in the Star Wars 21 Projects to conceal Johnson’s engagement on the Star Wars Projects, misleading Plaintiff to 22 believe that Johnson was not committed to the Star Wars Projects and was open to other 23 projects. 24 c. On or about September 11, 2012, Garvey of CAA responded to an e-mail 25 from Dreyfuss enquiring into Johnson’s interest in directing a motion picture for Universal 26 based on a book entitled Daughter of Smoke and Bone by asserting that the project was “a 27 longshot”. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 28 37 COMPLAINT FOR DAMAGES 1 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 2 was not going to consider the Universal project. Nevertheless, to conceal Johnson’s 3 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 4 to believe that Johnson was not committed to the Star Wars Projects and was open to other 5 projects. 6 d. On or about September 11, 2012, in that same response Garvey of CAA 7 responded to Plaintiff’s query regarding Johnson’s interest in a project called Tell No One by 8 reminding Plaintiff that Johnson previously had met with Kathleen Kennedy regarding a 9 reimagining of Star Wars. Plaintiff is informed, believes, and thereon alleges that Garvey was 10 referring to the June 18, 2012, meeting between Kennedy and Johnson, as alleged in 11 Paragraph 32 of this Complaint. Plaintiff is informed, believes, and thereon alleges that 12 Garvey and other agents at CAA knew that Johnson had not merely met with Kennedy 13 regarding Star Wars, but he was already committed to writing and directing Star Wars VIII. 14 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 15 disclose this fact, misleading Plaintiff to believe that Johnson was not committed to the Star 16 Wars Projects and was open to other projects. 17 e. On or about September 27, 2012, Garvey of CAA sent an e-mail to 18 Plaintiff forwarding a script entitled Glimmer for Johnson’s consideration to direct as a motion 19 picture. In this e-mail, Garvey wrote, “Let’s read and check the quality…they know super long 20 shot.” Plaintiff is informed, believes, and thereon alleges that – two days earlier - on or about 21 September 25, 2012, CAA contacted Alan Horn’s office to arrange a meeting between Johnson 22 and Horn to discuss plans for the Star Wars film franchise and Johnson’s role in it. At that 23 time, neither Johnson, Bergman, nor CAA informed FAA about this intended meeting or the 24 purpose for that meeting. Plaintiff is informed, believes, and thereon alleges that, at some 25 point between the June 18, 2012 meeting between Johnson and Kennedy described in ¶ 36 26 above and the end of 2012, Johnson and Lucasfilm agreed that Johnson would write and direct 27 Star Wars VIII. Plaintiff is informed, believes, and thereon alleges that Garvey and other 28 38 COMPLAINT FOR DAMAGES 1 agents at CAA knew that Johnson was already committed to writing and directing Star Wars 2 VIII and was not going to consider the Glimmer project. Nevertheless, to conceal Johnson’s 3 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 4 to believe that Johnson was not committed to the Star Wars Projects and was open to other 5 projects. 6 f. On or about October 3, 2012, Garvey of CAA replied to an e-mail from 7 Plaintiff regarding meetings between Johnson and producers represented by CAA by stating 8 that Johnson on October 4, 2012 would be meeting with a CAA-represented writer and an 9 executive at New Regency. Plaintiff is informed, believes, and thereon alleges that Garvey and 10 other agents at CAA knew that Johnson was in fact scheduled to meet with someone 11 connected to Star Wars – specifically Kathleen Kennedy – on October 5, 2012, yet failed to 12 disclose this fact, misleading Plaintiff to believe that Johnson was not already committed to 13 the Star Wars Projects and was open to other projects. 14 g. On or about October 9, 2012, Garvey of CAA forwarded to Plaintiff an e- 15 mail regarding Johnson’s purported consideration of writing/directing involvement in a 16 remake of the film Charley Varrick. In that e-mail, Garvey tells Plaintiff, “Ran this by 17 Ram…pass!” Plaintiff is informed, believes, and thereon alleges that Garvey and other agents 18 at CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 19 was not going to consider the Charley Varrick project. Nevertheless, to conceal Johnson’s 20 engagement on the Star Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff 21 to believe that Johnson was not committed to the Star Wars Projects and was open to other 22 projects. 23 h. On or about October 18, 2012, Garvey of CAA sent an e-mail to Plaintiff 24 concerning a project called Passengers, in which Garvey asserted that the producer “had a 25 director” and was about to close the deal at Relativity Studios and that Johnson was a 26 preferred choice. Despite Garvey’s belief that the project was a “long shot” and that he didn’t 27 want Johnson to become “the reason for a deal in process to fall apart,” Garvey told Plaintiff 28 39 COMPLAINT FOR DAMAGES 1 that “if he decided they wanted to be up front with all, we would be happy to discuss.” 2 Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at CAA knew 3 that Johnson was already committed to writing and directing Star Wars VIII and was not going 4 to consider the Passengers project. Nevertheless, to conceal Johnson’s engagement on the Star 5 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 6 was not committed to the Star Wars Projects and was open to other projects. 7 i. On or about November 1, 2012, Garvey of CAA spoke on the telephone 8 with Dreyfuss of FAA. During that phone call, Garvey discussed Johnson’s focus on developing 9 his own independent projects while mentioning the potential meeting between Johnson and 10 Kathleen Kennedy within the next two weeks. Plaintiff is informed, believes, and thereon 11 alleges that Garvey and other agents at CAA knew that Johnson was already committed to 12 writing and directing Star Wars VIII. In particular, Garvey knew that Johnson had already met 13 with Kennedy at least twice and with Alan Horn at least once, had visited Industrial Light & 14 Magic for the Star Wars Project, and had begun creative work on the Star Wars Project. 15 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey failed to 16 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 17 Wars Projects and was open to other projects, although focused on his own independent 18 work. 19 j. On November 27 and 29, 2012, Garvey of CAA informed Dreyfuss that 20 CAA had made an initial proposal of $200,000 to Legendary Entertainment for Johnson to 21 work on a project identified as the “Del Toro Project.” Garvey further told Dreyfuss that CAA 22 was waiting for a counter offer from Legendary and that Johnson would begin work on the 23 project in January 2013. Plaintiff is informed, believes, and thereon alleges that Garvey and 24 other agents at CAA knew that Johnson was already committed to writing and directing Star 25 Wars VIII at this time. Nevertheless, to conceal Johnson’s engagement on the Star Wars 26 Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson was 27 not committed to the Star Wars Projects and was open to other projects. 28 40 COMPLAINT FOR DAMAGES 1 k. On or about January 5, 2013, Garvey of CAA responded to an e-mail from 2 Plaintiff regarding CAA client Frank Marshall reaching out regarding Johnson’s interest and 3 availability to work on the Jurassic Park reboot by sending an e-mail to Plaintiff and Johnson, 4 saying “JP4 could be amazing if it is in fact your vision! Would be curious if this is 5 conceptually something you might be interested in? If so we could work to position 6 accordingly …” Plaintiff is informed, believes, and thereon alleges that Garvey and other 7 agents at CAA knew that Jurassic Park 4 already had a director and writer in place and that 8 Johnson was already committed to writing and directing Star Wars VIII and was not going to 9 consider the Jurassic Park 4 project. Nevertheless, to conceal Johnson’s engagement on the 10 Star Wars Projects, Garvey failed to disclose these facts, misleading Plaintiff to believe that 11 Johnson was not committed to the Star Wars Projects and was open to other projects. 12 l. On or about February 7, 2013, Garvey of CAA forwarded to Plaintiff an e- 13 mail from another CAA agent, inquiring about Johnson’s interest in a feature film version of 14 one of the episodes from the television series Black Mirror, in which Domhnall Gleason was a 15 co-star, to which Garvey added the message, “… not sure that this one will spark,…” Plaintiff 16 is informed, believes, and thereon alleges that Garvey and other agents at CAA knew that 17 Johnson was already committed to writing and directing Star Wars VIII and was not going to 18 consider the Black Mirror project. Nevertheless, to conceal Johnson’s engagement on the Star 19 Wars Projects, Garvey failed to disclose this fact, misleading Plaintiff to believe that Johnson 20 was not committed to the Star Wars Projects and was open to other projects. 21 m. On November 21, 2013, Garvey of CAA informed Dreyfuss over the 22 telephone that Johnson would be receiving $200,000 for the first week (along with an optional 23 additional week for $200,000) from Legendary Entertainment for Johnson to work on the 24 motion picture Godzilla. Plaintiff is informed, believes, and thereon alleges that Garvey and 25 other agents at CAA knew that Johnson was already committed to writing and directing Star 26 Wars VIII at this time, and was discussing his involvement in the New Star Wars Project with 27 Lucasfilm. Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, Garvey 28 41 COMPLAINT FOR DAMAGES 1 failed to disclose this fact, misleading Plaintiff to believe that Johnson was not committed to 2 the Star Wars Projects and was open to other projects. 3 n. On or about February 24, 2014, in response to Plaintiff’s e-mail update 4 concerning the status of the Murakami Project, Garvey sent an e-mail to Plaintiff in which he 5 replied, “Love Murakami,” and implying that Johnson was considering this project. Other CAA 6 agents, including Bryan Lourd, sent e-mails and engaged in conduct that furthered this 7 illusion. Plaintiff is informed, believes, and thereon alleges that Garvey and other agents at 8 CAA knew that Johnson was already committed to writing and directing Star Wars VIII and 9 the New Star Wars Projects and was not going to consider the Murakami Project. 10 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 11 VIII, Star Wars IX, and the New Star Wars Project, Garvey and other agents at CAA failed to 12 disclose these facts, misleading Plaintiff to believe that Johnson was not committed to the Star 13 Wars Projects and was open to other projects. 14 o. On or about March 5, 2014, in response to Plaintiff’s e-mail update 15 concerning Johnson’s lunch meeting with Plan B regarding the Murakami Project, Garvey sent 16 an e-mail to Plaintiff in which he replied “awesome,” implying that Johnson was considering 17 this project. Similarly, on or about March 12, 2014, Lourd of CAA e-mailed the response, 18 “Great” in connection with Johnson writing a personal letter to Murakami in furtherance of the 19 Murakami Project. Plaintiff is informed, believes, and thereon alleges that Garvey, Lourd, and 20 other agents at CAA knew that Johnson was already committed to writing and directing Star 21 Wars VIII and the New Star Wars Project and was not going to consider the Murakami Project. 22 Nevertheless, to conceal Johnson’s engagement on the Star Wars Projects, including Star Wars 23 VIII, Star Wars IX, and the New Star Wars Project, Garvey, Lourd, and other agents at CAA 24 failed to disclose these facts, misleading Plaintiff to believe that Johnson was not committed to 25 the Star Wars Projects and was open to other projects. 26 83. As a direct and proximate result of CAA’s conduct, which was a substantial 27 factor in making FAA’s performance under the FAA/Johnson Agreement, FAA’s agreement with 28 42 COMPLAINT FOR DAMAGES 1 Bergman, and the implied covenant of good faith and fair dealing incorporated within both of 2 these agreements more difficult and which was a substantial factor in enabling Johnson and 3 Bergman to breach their respective agreements and the implied covenant of good faith and fair 4 dealing, FAA has suffered damages in an amount in excess of the minimum jurisdictional 5 limits of this Court, according to proof at trial. 6 84. The amount of damages suffered by Plaintiff as a result of Defendant’s wrongful 7 conduct can only be accurately determined by an accounting of the packaging fees obtained by 8 CAA for the Star Wars Projects and of the money obtained by the mutual clients of Plaintiff and 9 Defendant – Johnson and Bergman – for their employment on the Star Wars Projects. Plaintiff 10 is informed, believes, and thereon alleges that the information necessary to discover the 11 amount of money lost by Plaintiff as a result of CAA’s wrongful conduct can only be 12 determined by an accounting of the fees and payments made that are contingent upon box 13 office performance and profits received by Lucasfilm and/or Disney from the Star Wars 14 Projects. 15 85. As a result of CAA’s wrongful conduct, CAA obtained a financial benefit that it 16 would not have obtained otherwise. For CAA to retain that financial benefit - the amount of 17 which will be determined according to proof at trial - would be unreasonable, unjust, and 18 unfair. 19 86. CAA’s conduct was intended to cause injury to Plaintiff and was carried out with 20 willful or callous disregard for the rights of Plaintiff, thereby entitling Plaintiff to an award of 21 punitive damages under Section 3294 of the California Civil Code. 22 PRAYER FOR RELIEF 23 WHEREFORE, Plaintiff requests judgment against Defendant as follows: 24 As to the First Cause of Action: 25 1. For general damages according to proof; 26 2. For special damages according to proof; 27 3. For disgorgement of financial benefit obtained; 28 43 COMPLAINT FOR DAMAGES 1 4. An accounting to establish the packaging fees obtained by CAA and the appropriate 2 commission on money obtained by Plaintiff’s and Defendant’s mutual clients – 3 Johnson and Bergman – in connection with their employment on the Star Wars 4 Projects; 5 5. For punitive damages; 6 6. For injunctive relief; 7 7. For Plaintiff’s costs of suit; and 8 8. For such other and further relief as the Court deems just and proper. 9 As to the Second Cause of Action: 10 1. For general damages according to proof; 11 2. For special damages according to proof; 12 3. For disgorgement of financial benefit obtained; 13 4. An accounting to establish the packaging fees obtained by CAA and the the 14 appropriate commission on money obtained by Plaintiff’s and Defendant’s mutual 15 clients – Johnson and Bergman – in connection with their employment on the Star 16 Wars Projects; 17 5. For punitive damages; 18 6. For injunctive relief; 19 7. For Plaintiff’s costs of suit; and 20 8. For such other and further relief as the Court deems just and proper. October 28,30, 2019 21 DATED: September 2019 LAW OFFICE OF RANDY R MERRITT 22 23 24 25 By: __________________________ Randy Merritt Attorney for Plaintiff FEATURED ARTISTS AGENCY 26 27 28 44 COMPLAINT FOR DAMAGES 1 2 DEMAND FOR JURY TRIAL Plaintiff Featured Artists Agency hereby asserts his right to a jury trial on all claims 3 brought herein. October 28,30, 2019 4 DATED: September 2019 LAW OFFICE OF RANDY R MERRITT 5 6 7 8 By: __________________________ Randy Merritt Attorney for Plaintiff FEATURED ARTISTS AGENCY 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 45 COMPLAINT FOR DAMAGES A Dam .i ~mmr GENERM. SERVICES AGREEMENT PAUL INCL, talent agents 9300 Wilshirc Blvd? Suite 555 Beverly Hills, CA 90212 I hereby employ you as my sole and lull. artiats? in the entertainment and liter-at} ?cltk, throughout the world for a period yearts: commencing on datc hereof. You auticpt said employment and agree you shall have a duty to counsel. white. and consult with mt: during normal httr?tincns hours :11 )t?mr of?ce in the development and advuncetiient nfmf.? profex'smnul career. and negotiate employment oi?conttacts providing for - rendition of my services in Illt'mc branches of the entertainment and litcruty ?elds in which am novv or hereafter shall be willing and quali?ed to render sublet-t to my With reapw the rcnilitimi ut? my services ol?thc United States. you shall have the right to without my consent. any one or more persons. lirms or corporations to Carry out or do any or all the acts or thing.? licrcitnilcr to he pcrl?onited by you. 2. You may have intercsb of any kind cithcr of your own or in the activities of others as well as the right to render your scn?ice?f?tii anyone else (including owners of pmducxiom of any kind utilizing my services in connection therewith). either in the capacity in which you are employed by me hereunder or otherwise. whether Similar to or competitive with the interests and actix?ilics {or which you are employed to represent mc hereunder. agret: not to employ or use anyone else to act for use in the capacity for?tvhich have engaged you hereunder. or to render any of the services that you are to render for the fields covered by this agreement. nor will so act myscit?. lagrcc tu refer to you any and all 112;!le inquirtcs. offers and contracts coming to my dit?ccth or tllmugh somconc acting on my behalf. regarding my scrviccs. employment or interests in the entertainment and literary represent and warrant that I am wholly,- l?rec to enter into this agreement and have no contractor obligation which will con?ict \t ith any of the provisions hereof. 3. I agree to pay you a sum equal to percent {109/53 ?f?lc grim monies. or other consideratium as and when received by me, my heirs. executors. adll'llill?l?altll?n. or assigns. or on my behalf. pursuant tn. or in any may pertaining to any employment or contract new in or into or negotiated for during; the term. and pursuant to or in any way pertaining to any and all modi?cations. extensime or suhsntutcs for such employment or contracts. except that ith [08113 and all employment or contracts. in the concert ?eld. agree to pay you twe tty {30% I. and except that with to any and all in the lecture licld. I agree to pay you Said percentage is in he paid you or not said employment or contracts have been procured as a result of your efforts and whether or nor the term of said contracts or employment shall be effective or continue before. during. or after the term hereof. To lac entitled to the payment of commission to contracts mm in existence alter termination or other expiration of this contract. you shall be obligated to render service to me and perform obligitions With to any employment contract or to enormous or renewals of said employment contract or to an; employment requiring my services on which such commission is based. Commissions on considerations other than money shall be payable at your election. to be exercised immediately tiller other considerations, either in money based on the fair tctail market value ol? uuch other considerations, or in pro rate share in kind ofsuch other considerations. if enter any employment or contracts six t?l months alter expiration of the term hereof with a person or business entity as to whom negotiations for any or contract covering the same subject matter had been curtunenccd but not completed during hereof. any such employment or commas shall be deemed to have boon entered into during the term hereof. 4. Should I fail to obtain a bone title ofl?cr of employment from a responsible employer (whether procured by you or otherwise) during a period in excuse of four (-13 consecutive months during the term hereof during all of which time I am unemployed and am ready. 1ble. and willing, to accept employment. either patty hereto shall lmve the right to temiinatc the term of your employment hereunder by a nmice in it rittng to such effect sent to the other party by registered mail. to the hurt known address of such party: provided. however. that welt right shall be deemed waived by me and any exercise thercofby mc shall be ineffective if a?cr the expiration of any such four (45 month period and prior to the time I attempt to exercise such rights. haw receivctl an offer of employment from a resimnsiblc cmploycr. provided further that such termination shall not affect your rights under Paragraph 3 hereof with respect to contracts or employment in existence or negotiated for prior to the effective date of such termination. Exhibit A EN ERA 1. SERVICES AGREEMENT A A 5. Anything in this agreement to the contain; noununmodiug. those regulatiom ol'aoy guilt] or union regarding management column. ultiuh you have agreed to or which you shall agree to. shall groom and be binding upon the parties hem-to only with respect to my services in thosc branches of tin: entertainment and liter on; lit-le Covered by said guild or union. and only to the extent {hut and so long as said guild or union has jurisdiction ovcr my said suf?ces and said remain binding upon you. agree. as and when you request me. to do so. to Sign contract.? with win. in accordance with the then current forms. and upon tlu: maximum minus you are pcnniucd under said regulations and. upon such request?. such monugomcnt contract or contracts aha]! bi: automatically in effect between us or not Execute. Sam:- in no overt! shall the term ofsuch comract or contracts expire later than the u":th of the expiration of this and upon such in or request the provisions ol?sucli contract or contracts quail go'- cru only with to my oCI?i?lccs in those branches of the ontcnainmcm and literary fields covered thct'cb}. 6. When used in this agreement the follou mg terms are de?ned an; follows: . The term ?entertainment and litcrur)= lickk" shall include any and all branches ol'thc cutormimucnt. literary and merchandising and commercial explanation ticlds now existing or hereafter developed. conceived. or used. including. but without limiting the generality of the (ongoing. motion pictures. personal appearances of any kind including theaters. lectures. and concerts). radio. television. recordings, electrical. magnetic and thcmioplastic transcriptions. and phonogmph records. and such other dot ices and {omis of presonlutiou may new or hereafter be developed. (6) The. term ?employment? and the town ?contracts? shall include any and all employment or commas of any kind whatever. {including contracts to refrain from service: or artit?ilies) way pcrtuining to ill any ol'm)? services and interests in any branch of the entertainment and literary fields. and any forms of merchandising and commercial exploitation rights. Tin: said term "contracts" shall apply to any such Commas whether entered into by me. my heirs. oxccutors. administrators or asseigus. or in my behalf. or any other person. firm or rorponuion in which I have. any interest of any kind. The term ?sen?iccs? shall include an): and all of my sc?n'iccs in on}; capacity ol?any kind whatever. whether as an cmployce. independent contractor, or othcm'isc. including. but without limiting the generality of the foregoing. my services and lustrous as a pcr?mner of any kind. composcr. conductor. arranger. author. writer. musician. lyricist. artist. designer. choreographer. cameraman. technicizm, director. producer. moor-visor. ex ccutii c. or otherwise. The term gross monies or other considerations shall include an} and all forms of income without any daluctiom. including . but illiout limiting the generality of the formatting. the total salaric.? . comings. fccs. royalties. residual or repeat t?ccn. gills. bonuses, =harcs ot?storl:. slurvs or pro?t. percentages. panociship intercom. joint venture interests and property ot'any loud calmed or Perched. directly or liniiroctl}. by me or my heirs. executors. administrators. or assign.? or anyouc in in} behalf. The "gross monies or other consideratmns" also includes monies or other things of value reached by reason of ownership of shares of stock. shares of pro?t. partnership joint rennin: interests or other participations in business whether received by no}- of dividends. distribution of pmlits. distribution oi'capitai or otherwise. and includes as well all monies or other things of value received by reason oi'any sale or other disposition of such share ot?pro?ts. stock. pro?t interests and the like. The term ?merchandising and exploitation rights? means the right to use any material for any and all forms of merchandising. advertising and commercial exploitation with or without the use of my name. voice or likeness) ol?any kind now known or hereafter conceit ed including. but nol limith to, the right to me any Sand material for product or semcc demguatrons. trademarks. trade names. games. dolls. toys. cut-outs. comic books or strips. endorsements. testimonials and the like. if) The term ?material? means any and all material of any kind whatever including. but without limiting the generality of the foregoing. litcrary. drannuic. choreographic and musical matcrial. names. likeness. signatures. recorded voices and the like whether of anyone else. do designs. titles. outlines, plots. ideas. characters, characterizations, trade names, trade-marks. books. dramas. stories. scripts. entertainment packages. lyrics. musical compositions and musmal of any kind. and all rights of any kind pcn?aining to any of the foregoing. The term ?entertainian package" means any show, production. presentation. entertainment: unit. group or organization for the presentation tlicrcol'othcr than as a radio or telcvixion program. or theatrical motion picture. with respect to which entertainment package I producc or supply. or any person. lirm or commotion in which i have or shall have any interest of any kind. siizill produce or Suppl)? or material or any combination thereof. whether with or without my services or other mauch 7. If any firm, corporation. partnership. joint venture or other tom of business cutin now or hereinafter owned or controlled by me or in which i now or hereinafter have any right. title or interest (herein called ?my ?rm or corporation") him. or hereafter during the term heroof acquires. directly or indirectly: any right to my services in the entertainment and literary ?elds. or any merchandising and commercial cavloimiion rights as that term is de?ned in Paragraph ti above. lwill. with respect to any one or more ot?tlic foregoing. upon your request to do SO. cause my ?mt or corporation to engage you as its sole and exclusive agent by mounting an agency agreement in the Exhibit A SERVICES AGREEMENT A A sum: form as this agreement Or your then standard form pertaining to such activity Within the entertainutcnt and literary field. as you may elect. lf now own or at any during the term hetmf. directly or acquire any motion picture intended primarily for theatrical exhibition. or any right. title or interest therein. or if my firm or corporation now owns or hereafter during the term hereof acquires. or indirectly. any ?such motion picture or any right. title or interest therein. 5 Will upon yum to do so. engage you or cause my ?rm or connotation to engage you, as the case may be. as the sole and exclusive agent fur suc?n multtm pictutt: by ext-tilting your than existing standard form picture package agcney agreement If my ?rm or falls to execute the applicable agreement. as aforesaid or having executed it, fails to pay commissions thereunder. or other? is: fails to comply with provisions thereof, shall pay upon your demand, all emnmisslons which my ?mt or corporation is or should have been obligated 10 pa); and I will you against and hold _\ntt from any loss. cost or expense incurred by you due in said failure of my firm or corporation to cxecutc said form or to comply with the provisions thereof. No waiver, extension. change nr amendment with respect to said agent-j.- agrcet?ncnt shall be deemed to release me of or from any liability thereunderany time during the term hereof. directly or indirectly. acquire or desire to acquire any material. or an :1 right. title or interest thereinany time during the. term hereof. directly or indirectly. acquire an entertainment package. or any interest therein. or ddsle to present an entertainment package. or if any ?rm. cotporation. partnership. joint venturc or other form of business emit} now or hereinafter owned or controlled by me in which now or hereinafter have any right. title or interest (herein called ?my firm or corpumtinn"; has. or hereafter during the term hereot?acquires. tlirettly or indirectly. any such material or package. or any interest therein. or desires to acquire to present any such material or entertainment package. or any interest therein. than i will upon your request to do so. engage you at cause my lirm or corporation te- cngugu you. as the case may he as the sole. and exclusive agent for such material author entertainment package by executing your then existing standard t'om) general materials and packages agency agreement. I or my ?rm or corporation fail to execute such agency agreement. I shall pay upon your demand. all commissions ultich or my ?rm or corporation should have been obligated to pay and I will indemnify and hold you harmless from and against any less, cost or expense incurred by you due to my failure. or the failure nfm): ?rm or corporation. to execute sztid from or to comply with the provisions thereof. if my ?rm 'or corporation ext-cures such agency agreement. but fails to pay commissions thereunder, or otherwise fails to comply with the provisions thereof. shall pay. upon your demand. all commissions which my ?rm or corporation is obligated to pay and I will indemnify and hold you harmless from and against any loss. cost or expense incurred by you due to said failure ol?rny ?rm or corporation to comply with provisions of such agreement. 9. Controversies rclattng to your obtaining for me hereunder \t hiclt min: under the Labor Code of the State ol?Calit?omia and the rules and rcgulatmn? for the enforcement thereof shall be referred to the Labor Commissioner of the State t'or detenntnalion to the extent such controversies are required to be so submitted pursuant to the provisions of Section 1700.00 of said Labor Code. save and except to the extent that the laws ofthe State of California now or hereafter in force may petmit or require the reference of any such controversy to any outer person or group of persons. 10. This instrument sets forth the entire between us. It shall not until accepted and executed by you. As an inducement to you to execute this agreement. hereby represent and warnmt that no statement. promise, representation. or inducement. except as herein set forth. has been made on your behalf. or by any ofyour employees or rcpt-:5 and acknowledge that Hut-c been informed that yum acceptance and execution hereof shall be in reliance on the representation and wummty made by me herein. Should any provisiorn of this agreement be void or unett?ireeablc. suctt provision shall be deemed omitted and this agreement with such provision omitted shall remain in full force and effect. ~(?his contract may not be canceled. altered or amended except by an instrument in writing, signed by me and the President of the Executive Vice President ol'your company. The ol?any other agency contract between us shall not effect this agreement in any lt'thc signatories (other than you) to this agreement are more than one, then this agreement shall apply to all such signatories. jointly and morally. No breach of this agreement by you shall be considered material unless within ten days after I acquire - thereof. or of facts suf?cient to put me upon notice of any such breach. I serve written notice thereol?upon you by registered mail and you do not cure said breach with ten days after receipt of such notice, provided, however that the foregoing provision shall not be applicable to nor affect the prot tsiuns of Paragraph 4 ol?this agreement nor in any may limit or modify the right to refer controversies arising between us under the Labor Code of die State ot?Califomia or the rules and regulations for the enforcement pursuant to Section 1700.44 of the State Labor Code as expressed in Paragraph 9 hereof. 1. You shall have the right to assign this agreement or any part thereof including any ofthe rights or duties speci?ed herein. Without my prior written consent. to any of your af?liated. subsidiary or parent companies. non- or hereafter in Exhibit A marzmuax'r A A existenco or to any company or companies resulting from a merger or comolidminn with you, or to any company succeeding Substantially to of your aswls. i2. in the event this document :5 signed by more than on: person. ?rm or corporation. it shut! apply to the undersignrd jointly and scs?cmily. and to the compensation, 21cm iucs. Interests, and commas of oath and an of the undersigucd. If any of the undersigncd Ls a commotion or other entity, and 'or if Ihis document is signal by mom {han on: permit. coqmmtiou Or other entity. the pronoun; ?f . ?me? or "my" as used herein shad! apply; to each Mich person, corporation and other entity. Both Your and my signatures hereinhehm sha? consrimtc :his a binding agreement between you and myself. Very truly yours. David Ross 53:. - - Accepted and Agrch To: PAUL KOHNER. INC. 83' AGENT THIS MANAGER IS LICENSED BY THE LABOR COMMISSIONER OF THE STATE OF CALIFORNIA. This form of contract hm; been approved by the State Labor Commissioner on June 9, 1977? Exhibit A