INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------------------------------------------------------- X WOODSTOCK 50, LLC, : : Plaintiffs, : : -against: : DENTSU GROUP INC., DENTSU AEGIS : NETWORK, and MKTG, INC., : : Defendants. : : ------------------------------------------------------- X Index No.: Date Purchased: SUMMONS Plaintiff designates New York County as the place of trial Venue is proper pursuant to CPLR § 503 TO THE ABOVE NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the complaint in this action and serve a copy of your answer on Plaintiff’s attorney within twenty (20) days after the service of this summons, exclusive of the day of service, or within thirty (30) days after the service is complete if this summons is not personally delivered to you within the State of New York. In case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: June 17, 2020 New York, New York KASOWITZ BENSON TORRES LLP By: /s/ Marc E. Kasowitz Marc E. Kasowitz (mkasowitz@kasowitz.com) David E. Ross (dross@kasowitz.com) Albert Shemmy Mishaan (amishaan@kasowitz.com) Nefertiti J. Alexander (nalexander@kasowitz.com) 1633 Broadway New York, New York 10019 Tel. (212) 506-1700 Attorneys for Plaintiff Woodstock 50, LLC This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 1 of accepted for filing by the County Clerk. 32 CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 To: INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 Dentsu Group Inc. 1-8-1, Higashi-shimbashi Minato-ku, Tokyo 105-7050 Japan 150 East 42nd St. New York, NY 10017 Dentsu Aegis Network 150 East 42nd St. New York, NY 10017 MKTG, Inc. 75 9th Ave., 3rd Fl. New York, NY 10011 32 6th Ave., 20th Fl. New York, New York 10013 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 2 of accepted for filing by the County Clerk. 32 INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------x WOODSTOCK 50, LLC, : : Index No.s /2020s Plaintiff, : : v. : COMPLAINT : : DENTSU GROUP INC., DENTSU AEGIS : NETWORK, and MKTG, INC. : : Defendants. : --------------------------------------------------------------x Plaintiff Woodstock 50, LLC (“Woodstock 50” or “Plaintiff”), by and through its undersigned counsel, Kasowitz Benson Torres LLP, brings this action against Dentsu Group Inc. (“Dentsu Group”), Dentsu Aegis Network (“DAN”), and MKTG, Inc., (“MKTG”, and together with Dentsu Group and DAN, “Dentsu”), and alleges as follows: PRELIMINARY STATEMENT 1. Japanese media giant Dentsu Group and its affiliates Dentsu Aegis Network and MKTG are directly responsible for the destruction of the Woodstock 50th Anniversary Festival (the “Festival”), an event that was to be one of the iconic musical and cultural events of our era. 2. Plaintiff entered into a contract with non-party Amplifi Live, LLC (“Amplifi”) -- an affiliate of Dentsu Group -- that governed the terms of the production of the Festival. Amplifi breached that agreement, as confirmed in a finding by a Justice of this Court, and Woodstock 50 is pursuing its claims against Amplifi in arbitration. 3. Plaintiff brings this action because the wrongdoing that led to the destruction of the Festival -- and the consequent harm to Plaintiff -- did not end with Amplifi. Dentsu Group and DAN, in conspiracy with one another, with their New York based affiliate, defendant This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 3 of accepted for filing by the County Clerk. 32 CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 MKTG, and with Amplifi, directly instigated and caused Amplifi’s breach -- which included Amplifi absconding with almost $20 million in Festival funds and transferring them to Dentsu -and compounded the enormous damage that resulted from that breach by attacking Woodstock 50 and the Festival in the press and with numerous Festival partners, ensuring that the maximum damage was inflicted on Plaintiff. Following their failed effort to have Amplifi illegally cancel the Festival, Defendants then intentionally interfered with Woodstock 50 to kill the Festival so Woodstock 50 could not stage the Festival under any circumstances, even without Amplifi and Dentsu’s involvement. 4. Despite Woodstock 50’s best efforts, Dentsu’s sabotage was effective and complete, and directly resulted in huge damages to Woodstock 50. As a result of Dentsu’s egregious conduct, Woodstock 50 is entitled to tens of millions of dollars in compensatory and punitive damages. PARTIES 5. Plaintiff Woodstock 50, LLC is a limited liability company organized and existing under the laws of the State of New York. Pursuant to a licensing agreement that provides Woodstock 50 the right to exclusive opportunities with respect to future Woodstock festivals and media deals, Woodstock 50 purchased the license to use Woodstock trademarks for the Festival from Woodstock Ventures, LC. 6. Defendant Dentsu Group, headquartered in Tokyo, Japan, is one of the world’s largest advertising and public relations agencies. 7. Defendant DAN, a wholly-owned subsidiary of Dentsu Group, is a global media and digital marketing communications company. DAN is formed under the laws of the United Kingdom. This is a copy of a pleading filed electronically pursuant to2 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 4 of accepted for filing by the County Clerk. 32 CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 8. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 Defendant MKTG, a global marketing company, is a wholly-owned subsidiary of Dentsu Group, and operates as an agent or department within Dentsu Group and DAN. MKTG is a New York domestic corporation with its principal place of business at 32 Avenue of the Americas, 20th Floor, New York, New York 10013. 9. Defendant DAN and Defendant MKTG are owned by Defendant Dentsu Group. Upon information and belief, Dentsu Group and DAN fail to observe corporate formalities with respect to MKTG, and exert control over MKTG’s marketing and operational policies. 10. Non-party Amplifi, a wholly-owned subsidiary of DAN and Dentsu Group, is the investment arm of DAN. Amplifi is a limited liability company organized under the laws of the State of Delaware. At Dentsu’s insistence – and apparently due to U.S. foreign investment rules enforced by the Committee on Foreign Investment in the United States -- Amplifi signed the Financing and Production Agreement (the “Agreement”) with Woodstock 50. Pursuant to the Agreement, any claims against Amplifi must be pursued in arbitration. Yet, any award granted in the arbitration has no “preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration.” Woodstock 50 has filed this action to ensure complete relief for the harms Dentsu has caused beyond those addressed in the pending two-party arbitration. JURISDICTION AND VENUE 11. This Court has personal jurisdiction over Dentsu Group and DAN pursuant to CPLR 301, 302(a)(1), (2), and (3), including as a result of the Dentsu entities acting in New York through, and in conspiracy with, MKTG. In addition, as described in detail below, each defendant committed torts in New York; committed torts through its agents in New York; and committed torts through its co-conspirators in New York. Defendants Dentsu Group Inc. and DAN also committed torts outside New York which injured Woodstock 50 in New York. This is a copy of a pleading filed electronically pursuant to3 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 5 of accepted for filing by the County Clerk. 32 CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 12. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 This Court has personal jurisdiction over MKTG because its principal place of business is in New York and because it is a company formed under the laws of the State of New York. MKTG also committed torts in New York, and committed torts through its agents in New York, and committed torts with its co-conspirators in New York. 13. Venue is proper in this Court because MKTG’s principal place of business is located in New York County, and a substantial part of the acts or omissions giving rise to the claims herein occurred in New York County. FACTUAL BACKGROUND A. Woodstock – Then and Now 14. The first Woodstock Music and Art Fair, a celebration of art, music, and community, was held in August 1969 and attracted hundreds of thousands of people to a small dairy farm in Bethel, New York. Woodstock cemented its place in history through its focus on cooperation, activism, and harnessing the arts for social change. The spirit of the “Woodstock movement” endured as a symbol of perseverance in the face of adversity. The success of Woodstock spawned an extraordinarily successful and lucrative industry of outdoor music festivals including Bonnaroo, Coachella, Lollapalooza, Outside Lands, South by Southwest, and many others. 15. The Festival -- planned to celebrate the 50th anniversary of the first Woodstock Music and Art Fair -- was to evoke the first event by partnering with activist organizations and providing a platform for socially-conscious performers who use their voices to spur change. It was also intended to be a for profit event, generating many millions of dollars for Woodstock 50, among others. This is a copy of a pleading filed electronically pursuant to4 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 6 of accepted for filing by the County Clerk. 32 CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 B. Dentsu’s Early Involvement With Woodstock 16. Dentsu was long interested in breaking into the U.S. festival market. To that end, Dentsu secured an introduction to one of the co-founders of the original Woodstock festival, Michael Lang, a principal of the Michael Lang Organization (“MLO”), and a member of Woodstock Ventures LC (“Woodstock Ventures”). In 2017, Dentsu and Mr. Lang began negotiating the terms of its participation in the Festival. Dentsu agreed to participate as an investor, through Amplifi, DAN’s “media innovation and investment arm.” MLO was to serve as an Executive Producer for the Festival, and was responsible for securing talent and establishing the vision for the final event. MLO eventually proposed to Dentsu a venue for the Festival, Watkins Glen International, in Watkins Glen, New York (“Watkins Glen”), a production company to handle production details, Superfly Event Services, LLC (“Superfly”), and a talent booking company, Danny Wimmer Presents (“Danny Wimmer”). At the same time, MKTG negotiated a deal to serve as the marketing provider for the Festival, and, working with MLO, initiated conversations with potential sponsors for the Festival. C. Woodstock 50 and Dentsu Agree to Produce The Festival 17. Months later, in approximately June 2018, after discussions between Michael Lang, Woodstock Ventures, LC and DAN were well underway, MLO approached a managing member of what became Woodstock 50 to license the Woodstock trademarks from Woodstock Ventures and then contribute the Woodstock trademarks license to produce the Festival, and to be used in connection with the marketing and promotion of the Festival and related rights and merchandise. On November 2, 2018, following negotiations, Woodstock 50 and Amplifi signed an agreement in which the parties agreed to produce the Festival together (the “Agreement”). The Agreement provides for Woodstock 50 and Amplifi to jointly produce the Festival in good This is a copy of a pleading filed electronically pursuant to5 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 7 of accepted for filing by the County Clerk. 32 INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 faith, with Woodstock 50 making its license for the “Woodstock” trademarks available for use in “joint production of the Festival,” and Amplifi financing the Festival. Proceeds from the Festival would first be paid to Amplifi until Amplifi recouped its investment, and any additional amounts it funded. All additional proceeds would be split between the parties: 64% to Woodstock 50 and 36% to Amplifi. 18. Though Amplifi signed the Agreement, the Agreement included Dentsu’s direct involvement. Section 9 of the Agreement provides that DAN was entitled to advertise its role as a Festival producer. And DAN and MKTG, as well as other Dentsu subsidiaries, agreed to handle marketing for the Festival and obtain corporate sponsorships. In fact, in a prior proceeding in this Court, Justice Ostrager found that, at all times, Dentsu Group (then named Dentsu Inc.), DAN, and Amplifi acted in concert with and as agents for one another. 19. Pursuant to the terms of the Agreement, Amplifi and Woodstock 50 were to work together to produce the Festival as partners, sharing control over the Festival production (including day-to-day operations), profits, and in the event the Festival incurred debt, losses as well. Indeed, the Agreement required Amplifi to “cooperate” and “meaningfully consult” with Woodstock 50 on “all material business decisions” concerning the Festival. 20. Pursuant to the Agreement, Amplifi was required to deposit $49,141,000 into the Festival bank account (“Festival Bank Account”) for the exclusive purpose of paying Festival production costs. Though Amplifi had sole control over disbursements from the Festival Bank Account, the Agreement expressly barred Amplifi from withdrawing funds from the Festival Bank Account for any purpose other than producing the Festival. 21. The Agreement also set forth the risk associated with producing the Festival, and “the possibility of cost overruns, lower sales than anticipated, and loss of contributed financing, This is a copy of a pleading filed electronically pursuant to6 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 8 of accepted for filing by the County Clerk. 32 INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 including, without limitation, the [$49,141,000 that Amplifi was required to fund as the] Principal Amount.” In the Agreement, Amplifi acknowledged that this was a “speculative investment,” that “involved a high degree of risk”, and that “W50 has no financial or operating history.” 22. Given the importance to Woodstock 50 that the Festival be produced and successfully staged as planned in August 2019, the Agreement set forth the sole and exclusive way that the Festival could be cancelled. First, it stated that “[a]ny decision to cancel the Festival” had to be made “jointly . . . in writing by the Parties.” The Agreement also stated that even if there were grounds for termination of the Agreement by either party, the Festival would be staged unless there was mutual written agreement to cancel. 23. Section 12(c)(iii) of the Agreement provided that if Woodstock 50 terminated the Agreement for cause, it could proceed to stage the Festival. In those circumstances, Amplifi would retain a financial interest in the Festival (less any damages caused by the events leading to termination), that would be subordinate to senior financing. Similarly, if Amplifi had valid cause to terminate Woodstock 50 for uncured material breaches (which it did not have at any point), Section 12(d) provided that, in lieu of terminating the Agreement, Amplifi could exercise a socalled “Control Option” that would permit Amplifi (and its agents) to take control of the Festival’s production and to successfully produce the Festival without Woodstock 50’s further participation in the production. The “Control Option” provision states, in relevant part: “Amplifi shall, as an alternative to termination of this Agreement, have the option (the “Control Option”) to take full control of the operation and production of the Festival… If Amplifi chooses to exercise its Control Option, W50 shall (i) maintain in full force and effect the License Agreement, (ii) either assign to Amplifi or continue to perform under any Festival-related agreement to which W50 is a party, as reasonably directed by Amplifi, and (iii) take such This is a copy of a pleading filed electronically pursuant to7 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 9 of accepted for filing by the County Clerk. 32 INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 other actions or omit to take such actions as Amplifi shall reasonably direct that are required to successfully produce the Festival. Agreement, §12(d) (emphasis added). 24. As Justice Ostrager found in May 2019, the Agreement was crystal clear: no matter what disputes arose between the parties, absent mutual written agreement to cancel, the show was required to go on. D. Planning For The Festival Proceeded On Schedule 25. In the months after signing the Agreement, Woodstock 50 worked diligently and effectively to produce the Festival. Woodstock 50 spearheaded various production tasks relating to vendors, talent, and other logistics. Woodstock 50 or its contracted partners secured contracts with more than 80 top-level performers, and handled other logistics and requisites for the Festival. 26. Woodstock 50 personnel and consultants were residing in the Town of Woodstock to better manage production, and Woodstock 50 maintained at least weekly, sometimes daily, contact with Dentsu representatives -- who were not on site in Woodstock -about day-to-day tasks, project status, and key decisions. Even though the Agreement did not require it, Woodstock 50 made every effort to comply with numerous extra-contractual demands by Dentsu and Amplifi representatives on issues relating to talent acquisition and budget management. 27. Despite Woodstock 50’s best efforts, the project suffered delays as a result of Dentsu’s slow internal process and lack of experience in festival production. Dentsu took months to consider deal terms for nearly all of the key Festival contracts, delayed necessary approvals, and unreasonably withheld payments. This is a copy of a pleading filed electronically pursuant to8 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 10 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 28. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 Additionally, upon information and belief, MKTG, at DAN’s direction, delayed securing key sponsors in the early months after the agreement, and instead focused on marketing other opportunities such as the 2020 Tokyo Olympics, for which Dentsu is the marketing agency. Nevertheless, Woodstock 50 made significant progress in moving Festival planning forward. 29. Woodstock 50 and Danny Wimmer were successful in signing a stellar lineup of talent to perform at the Festival. Woodstock 50 entered into binding arrangements with each of the more than 80 performers, including numerous top-level performers such as Jay-Z, Miley Cyrus, Halsey, the Killers, Dead & Co., Common, and Janelle Monáe, as well as legacy acts from the original Woodstock, such as Carlos Santana and John Fogerty. Amplifi provided its input on potential artists at various stages and approved guaranteed performance fees to all artists. 30. Woodstock 50 also secured the use of Watkins Glen, the venue selected by MLO and Dentsu before Woodstock 50’s involvement. Woodstock 50 worked diligently with Schuyler County -- the lead local agency in the permitting process -- toward obtaining a conditional permit for the Festival (which would allow for ticket sales), as well as a final mass gathering permit, which was expected to be granted a few days before the event per customary practice. The initial permit application was submitted for over 100,000 festivalgoers. To facilitate the permitting process, Woodstock 50 retained a local engineering firm to prepare materials necessary for the mass gathering permit application, hired traffic and security consultants to ensure the Festival met governmental safety regulations and would be an enjoyable event for attendees, and entered into leases with land owners with property adjacent to Watkins Glen to increase the available space for camping at the Festival. Peter Office of MKTG This is a copy of a pleading filed electronically pursuant to9 New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 11 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 worked from the Festival office near the Festival site on production issues relating to the venue. Mr. Office reported to Woodstock 50 and Dentsu on various developments. 31. Schuyler County Administrator Tim O’Hearn stated that he was “confident” the Woodstock promoters and Watkins Glen would be able to “satisfy what is required” to obtain the necessary permit. He confirmed that the parties were “making great progress” and that they were “meeting at least weekly if not more often, plus conference calls, with law enforcement, medical, transportation, traffic control -- all the necessary sub groups.” Since large-scale events are frequently held at Watkins Glen, the County had “a high level of confidence” about the feasibility of the Festival. Although Mr. O’Hearn warned that capacity could be lower, he did not rule out attendance as high as 100,000 so long as the event was built around the stated capacity. 32. Woodstock 50 was proceeding apace to produce the Festival, and worked with Dentsu, Amplifi, and MKTG to address issues as they arose in the ordinary course. In March 2019, the Festival lineup was formally announced to the public. Woodstock enthusiasts, including potential Festival sponsors and media partners, fans, and the press, eagerly awaited news of ticket sales and Festival details. Woodstock 50 registered more than 250,000 potential ticket-buyers, and, upon information and belief, potential Festival customers made preparations to attend the Festival, including booking accommodations and recreational vehicles for camping. E. Dentsu Uses Superfly’s Unsupported Capacity Recommendation As A Pretext To Abandon And Sabotage The Festival 33. A few weeks after the Festival announcement in January 2019, Superfly -- the Festival’s production company -- informed the parties that based on its “new assessment” capacity had to be reduced to 67,000 festivalgoers. 10New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 12 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 34. RECEIVED NYSCEF: 06/17/2020 A month later, Superfly wrote to the parties that “now that the dust has settled and Superfly has had an opportunity to evaluate the site and perform its analysis,” capacity had to be reduced to 65,000 (or at most 75,000) festivalgoers, and failure to do so would result in Superfly discontinuing all work to produce the Festival and terminating its agreement to do so. In the same letter, Superfly also notified Woodstock 50 and Amplifi, for the first time, that they would need to increase the production budget to accommodate conditions on the ground at the Watkins Glen venue. 35. Superfly’s capacity recommendations were at odds with projections by experts, including Superfly’s own mapping consultant. Upon information and belief, Amplifi never believed Superfly’s determination on capacity of the Festival. Consistent with that understanding, Amplifi initially resisted the recommendation. However, following a series of private communications and meetings with Superfly, from which Woodstock 50 was excluded, Amplifi pushed Woodstock 50 to accept Superfly’s unsubstantiated 65,000-75,000 festivalgoer cap. At the same time, Amplifi represented that it would work in good faith with Woodstock 50 to find safe and feasible options to increase capacity. 36. In connection with this purportedly shared goal to increase capacity, Woodstock 50 leased and obtained commitments to permit leasing for additional land directly across from Watkins Glen and other neighboring property. Woodstock 50 and Amplifi also retained Teneo, world-renowned experts in public safety, to provide operational risk advisory and consulting services. Teneo was responsible for developing evacuation, security, and safety plans and served as the point of contact for state and local law enforcement. On April 4, 2019, Teneo provided a weather safety and security report for the Festival that stated: “The venue does not appear to present limitations that would otherwise inhibit the staging of an event with 11New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 13 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 100,000 attendees . . . Teneo Risk Advisory believes the risk associated with a crowd size of 100,000 event attendees can be responsibly managed.” Woodstock 50 understands that even after the wrongful cancellation of the Agreement, Dentsu and Amplifi paid the six-figure sum Teneo invoiced for its Festival work, demonstrating their endorsement of Teneo’s safety analysis and its credibility. 37. Despite these efforts to maximize capacity, Dentsu decided that the Festival would not be sufficiently profitable and secretly decided to abandon, and then sabotage, the Festival. As the Chief Commercial Officer of DAN stated: “to be clear, we will not lose any money like previous Woodstock festivals.” 38. As part of their undisclosed scheme to cancel the Festival, Dentsu conspired with MKTG and non-party Amplifi to halt Festival production, including by interfering with Festival planning and permitting, and creating unnecessary delays in talent booking. For example, although the Department of Health offered a conditional permit to Watkins Glen, Amplifi refused to provide the venue with the small amount of money it would need to purchase the performance bond required by the Health Department. As a result, Watkins Glen informed Woodstock 50 that it could not accept the permit. Dentsu also directed Amplifi to refuse to cooperate in authorizing necessary payments, including having Amplifi refuse to pay Superfly’s $15 million invoice for expenses related to various infrastructure and construction projects, even though sufficient funds were available in the Festival Bank Account to pay those necessary expenses. 39. DAN also fabricated specious, pretextual complaints about the planning and production of the Festival, including that they were purportedly misled about the business model and allegations of material breaches of the Agreement by Woodstock 50. These allegations were 12New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 14 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 all false -- and Woodstock 50 promptly refuted them in writing. Woodstock 50 had not materially breached the Agreement, and Dentsu knew that. Dentsu and Amplifi made the coldblooded decision to exit their investment having nothing to do with any alleged breaches by Woodstock 50, but rather to avoid the potential that the Festival would not make money or not be as successful as they hoped. Dentsu’s focus was on money and their reputation. Once they decided to cancel the Festival, Dentsu then trumped up legal claims on which they could assert a right to exercise the Control Option, and then, in further violation of the Agreement, to cancel the Festival unilaterally, and take the nearly $18 million in the Festival bank account which could not be used other than to produce the Festival. The co-conspirators planned out their strategy to surprise Woodstock 50 with the public notice of cancellation, expecting to kill the Festival so Woodstock 50 could not even attempt to produce it on its own, as Woodstock 50 had a right to do under the Agreement. 40. On Monday, April 29, 2019, the parties were scheduled to discuss next steps for Festival production on a conference call. Woodstock 50 was prepared to present budget options relating to ticket capacity and leasing of additional land adjacent to Watkins Glen on that call. However, without any advance notice to Woodstock 50, Amplifi issued a press release stating that it had taken control of the Festival for the purpose of cancelling it, purportedly due to concerns for the safety of attendees. The claimed safety concern was absolutely false. Dentsu and Amplifi had no concern for the safety of the Festival at the reduced attendance the parties had agreed upon. The press release was false, and it was issued in direct violation of the Agreement, including the provision that the Festival could not be cancelled except in a writing agreed to by both Woodstock 50 and Amplifi. Woodstock 50 had not agreed to cancellation of the Festival, in writing or otherwise. 13New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 15 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 41. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 On the same day that Amplifi issued that malicious press release, Amplifi had its lawyers send Woodstock 50 two letters. The first claimed that Amplifi had the right to terminate the Agreement for cause, but that it was not doing so, and instead, Amplifi was electing to invoke the Control Option. Because the fabricated and pretextual breaches Dentsu asserted against Woodstock 50 could not provide a basis for termination, and also because Amplifi itself was in material breach of the Agreement, this notice was ineffective. Nonetheless, Dentsu’s lawyers then sent a second letter to Woodstock 50, advising that, pursuant to Amplifi’s election to exercise the Agreement’s Control Option, Amplifi was immediately cancelling the Festival. There was no valid basis for this notice, and it was sent in violation of the express terms of the Agreement. Indeed, Justice Ostrager later confirmed that Amplifi and Dentsu had no right to unilaterally cancel the Festival, nor could Amplifi validly exercise the Control Option to kill the Festival. 42. On April 29, in further violation of the Agreement, and without notice to Woodstock 50, Dentsu withdrew the entire remaining balance of approximately $18 million from the Festival Bank Account. 43. As a result of Amplifi’s multiple material, incurable breaches of the Agreement, Woodstock 50 terminated the Agreement on April 30, 2019. As was Woodstock 50’s right under the terms of the Agreement, Woodstock 50 then proceeded to attempt to secure additional financing, and to produce the Festival. F. Dentsu’s Scheme To Continue to Undermine Woodstock 50’s Production of The Festival 44. Following Woodstock 50’s termination of the Agreement, Dentsu Group and DAN commenced a media campaign designed to destroy public support for, and interest in, the Festival, by creating a false narrative that blamed Woodstock 50 for Amplifi’s purported 14New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 16 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 cancellation of the Festival, citing fabricated claims of mismanagement and false health and safety concerns. Defendants also set out to interfere with Woodstock 50’s contracts with artists and their managers, with Watkins Glen, and with other contractors, suppliers and potential lenders in an effort to sabotage Woodstock 50’s efforts to produce the Festival. 45. An article dated May 2, 2019 confirms that Amplifi’s purported exercise of the Control Option was intended by Dentsu to destroy the Festival entirely: Michael Lang, lead organizer of Woodstock 50, is adamant the anniversary festival will take place in August with the same lineup, same partners and at the same venue. A source with Amplifi Live, the investment arm of lead financier DAN which canceled the festival on Monday, unequivocally disagrees. “He’d have to come up with a different name. Different talent. Different everything,” the source told The Daily Beast. “The festival is now ours, and then we decided to cancel it.” …. On Tuesday, a source for Dentsu denounced claims that permits are still being considered, stating they contacted all state and county offices to cancel permits. However, the Department of Health said the speedway’s permit is still pending and was never asked to be revoked. To which the Dentsu source replied, “I can only assume it’s government. It takes time to wind things down.” The State Department of Health reconfirmed to The Daily Beast Wednesday a day after Dentsu’s claim that the speedway’s permit is still pending and they are in contact to “determine” next steps. …. Following their Monday cancellation statement, a source for Dentsu claimed they told all major talent agencies the festival is a no-go. Billboard spoke with an unnamed talent agent who sided with Dentsu, saying the artist contracts are with the financiers and not Woodstock 50. May 2, 2019 Daily Beast Article at 3-4 (emphasis added). 46. Indeed, Amplifi, Dentsu Group, DAN, and MKTG reached out directly to Festival stakeholders -- including performers, talent agencies, vendors, and government officials 15New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 17 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 responsible for necessary Festival permits -- falsely telling them that the Festival was cancelled and that any production-related agreements should not be honored nor permits considered. Woodstock 50 was also advised that Amplifi, Dentsu Group, and DAN offered to indemnify various Festival partners, and offered artists, such as Common, performance slots at the Olympics or other alternative arrangements on condition that the performers not honor their contracts with Woodstock 50, and not participate in the Festival should Woodstock 50 continue to produce it. By reason of Dentsu’s wrongful interference, many performers refused to honor their contracts with Woodstock 50. 47. Dentsu also undermined other of Woodstock 50’s key contractual relationships. Within days of Dentsu’s April 29 press release, Superfly terminated its production agreement citing Dentsu’s cancellation as its basis for doing so. Though Superfly at that time had (and continues to have) over $1.2 million in Festival funds on deposit for Festival production, Dentsu instructed Superfly not to return that money to the Festival. 48. Dentsu Group and DAN also undermined Woodstock 50’s relationship with Watkins Glen, which, even after Amplifi’s wrongful cancellation of the Festival, repeatedly sought the involvement of Amplifi in Festival decision making. 49. Dentsu also conspired to destroy Woodstock 50’s rights under its trademark license agreement, and its business relationship with Woodstock Ventures LC, by claiming continuing rights to control the use of the Woodstock trademarks. G. Finding A Breach of The Agreement, The Court Enjoins Dentsu From Cancelling The Festival 50. With Festival production in immediate peril because of Dentsu’s wrongdoing, on May 8, 2019, Woodstock 50 filed an emergency motion pursuant to CPLR 7502(c) for an injunction in aid of arbitration in the Supreme Court, New York County. Relief from the Court 16New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 18 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 was necessary to preserve the status quo ante given that the Agreement’s dispute resolution provision first requires mediation followed by arbitration. On May 9, Commercial Division Justice Ostrager granted Woodstock 50’s application for temporary injunctive relief that required that Dentsu and Amplifi stop communicating about the Festival until the parties could appear before the Court for a preliminary injunction hearing on the following Monday, May 13. 51. Following a two-day evidentiary hearing, on May 15, the Court ruled in favor of Woodstock 50, finding that Amplifi had breached the parties’ Agreement when it misused the Control Option as a pretext to unilaterally cancel the Festival (the “May 15 Order”). The May 15 Order stated that “nothing in the [Agreement] indicates that Dentsu’s exercise of the Control Option overrides the contract’s explicit requirement that any cancellation of the Festival be mutually agreed upon in writing.” 52. Accordingly, the Court ordered Dentsu and Amplifi to refrain from cancelling the Festival or communicating to others that the Festival was cancelled. H. Woodstock 50 Works Tirelessly To Produce the Festival Without Dentsu, But Dentsu Flouts The Preliminary Injunction, And Continues Its Sabotage 53. Despite Amplifi’s and Dentsu’s wrongful cancellation and ensuing sabotage, Woodstock 50 took every reasonable effort to stage the Festival and mitigate its losses, including by seeking new financing and production assistance. But those efforts could not succeed in the face of Dentsu’s continued onslaught, which was in flagrant violation of the trial court’s May 15 Order. 54. Dentsu Group, DAN, MKTG, and Amplifi continued to tell vendors and the press that they remained in control of Festival-production, and that they had no intention of actually producing the Festival. Dentsu also repeated its false assertion that the Festival could not be produced safely, successfully scaring off performers, production partners and concert goers. Not 17New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 19 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 only did this statement violate the Court’s order that Dentsu could not act unilaterally to cancel the Festival, but the erroneous and misleading statements concerning the health and safety of Festival attendees was particularly harmful because it created a fear of liability, and also poisoned the well with possible alternate staging venues. 55. As but one example of many, in a public statement following the May 15 Order, a DAN Spokesperson stated: The court did not rule that Amplifi Live’s assumption of control over the festival was improper or alter that status in any way . . . . While we understand that pursuant to the court’s ruling Amplifi Live cannot cancel the festival without Woodstock 50’s agreement, at this time we do not intend to further invest in the festival due to . . . the compressed timeframe, and multiple health and safety concerns.” May 15 Billboardbiz Article at 2. 56. Dentsu Group and DAN also intentionally interfered with Woodstock 50’s efforts to obtain alternate financing. In multiple public statements, Dentsu repeatedly stated that the Festival could not be produced, and thus any subsequent financier would not be able to recoup its investment. Dentsu also falsely asserted that its approval was necessary for additional funding, and that it would have priority over any potential financing partner. 57. As another example of Dentsu’s direct interference, on May 30, 2019, Peter Office of MKTG read a prepared statement on behalf of Dentsu and its network of companies at a permit meeting of over 50 participants at Watkins Glen, stating: We continue to believe there is no current production plan that ensures the safety and health of all attendees that can be executed in the time frame that is remaining. However W50 believes otherwise and we are willing to consider any commercially reasonable proposal to achieve a safe and secure production of the festival that W50 can provide. We remain in control by contract of the event but we will spend no more money on producing the event and, as was affirmed by the second judge yesterday we have no requirement to put any further money into this event so W50 needs 18New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 20 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 to fund everything that needs to be done going forward so we will consider any feasible idea that they think they can bring to the table we are happy to consider. Contemporaneous notes at 2 (emphasis added). 58. In response to a question whether Dentsu’s assertion that it would “consider” proposals meant that the proposals must be “approved” by Dentsu, Peter Office responded falsely: “Correct – we have seen no plan either or budget and we need to approve a budget and a plan. The judge affirmed it yesterday that there will be no further funding.” (Id.). 59. By Dentsu’s own admissions, Dentsu was not funding or producing the Festival. However, Dentsu would not permit Woodstock 50 to fund or produce the Festival. Wantonly flouting the Agreement and this Court’s May 15 Order, Dentsu told the world and all Festival participants that it was cancelling the Festival no matter what. 60. Following Dentsu’s malicious statements on April 29, 2019, Woodstock 50 continued to make every effort to maintain Festival-production momentum, including issuing statements to the media correcting Dentsu’s misstatements, reaching out to vendors that Dentsu purported to terminate (and where necessary seeking out replacement vendors), and convincing stakeholders not to abandon the project despite Dentsu’s wide dissemination of false statements directly to those stakeholders as part of Dentsu’s negative media campaign aimed at Woodstock 50 and the Festival. 61. Yet, despite Dentsu’s continued sabotage, Woodstock 50’s efforts to produce Woodstock 50 began to gain momentum. On May 17, 2019, Woodstock 50 signed an agreement with a new financier, Oppenheimer, to raise necessary financing for the Festival. Woodstock 50 also signed an agreement with a new production company, Virgin Produced, that conducted all necessary due diligence. 19New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 21 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 62. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 Unfortunately, as a result of Dentsu’s false statements, as well as Dentsu’s direct interference, Watkins Glen eventually seized on a delayed payment to terminate the venue contract and extricate itself from the upheaval Dentsu created by wrongfully cancelling the Festival. 63. Woodstock 50 promptly considered a similar venue, and Virgin Produced inspected the venue, Vernon Downs, as a viable site for the Festival. 64. Woodstock 50 submitted its mass gathering permit application for Vernon Downs on June 26, 2019. Given the anticipated influx of revenue and tourism resulting from the staging of the Festival, New York State officials were initially positive about the new venue. With its new team of strong financial and production partners that Dentsu had not yet scared off, including Oppenheimer and Virgin Produced, and with the new potential Vernon Downs venue, and most of the stellar lineup of talent, Woodstock 50 expected to begin ticket sales imminently. 65. Despite Woodstock 50’s valiant efforts to produce the Festival, Dentsu’s disinformation campaign and malicious interference were too much for Woodstock 50 to overcome, and Woodstock 50 ultimately ran out of time to produce the Festival. A public hearing was held concerning the Festival, at which community members expressed their concerns: they did not want an “unsafe” Festival in their town -- a sentiment that was the direct and intended result of Dentsu’s false public statements claiming the Festival would not be safe. There was insufficient time to do the normal community outreach to alleviate the town’s concerns. As a result of Dentsu’s misconduct, the necessary permits could not be granted in time. 66. All of Dentsu’s actions were in violation of the May 15 Order, the Agreement, and New York law, and had the intended effect, of actively impeding Woodstock 50’s efforts to 20New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 22 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 obtain permits and financing and otherwise successfully produce the Festival. Due to Dentsu’s unlawful conduct, Woodstock 50 was unable to produce the Festival. In addition, Woodstock 50’s reputation was irreversibly damaged, permanently blocking it from producing other Woodstock-related events in the future. CAUSES OF ACTION FIRST CAUSE OF ACTION (Tortious Interference with Contract) 67. Plaintiff repeats and realleges all paragraphs of this Complaint as if separately set forth herein. 68. Dentsu was directly involved in the negotiation of the Agreement between Woodstock 50 and Amplifi, and was at all times aware that Woodstock 50 was working to stage the Festival pursuant to the agreement with Amplifi. DAN and MKTG participated in the Festival production, including through their role handling the marketing for the Festival and securing potential media partners and corporate sponsorships. Justice Ostrager found that, at all relevant times, Dentsu Group (then-named Dentsu Inc.), DAN, and Amplifi acted in concert with, and as agents for, one another. 69. Dentsu was aware that Woodstock 50 had entered into multiple business relationships with contractors, vendors, potential sponsors, potential media partners, and other actual and potential Festival stakeholders, to enable production of the Festival, including the contract with Watkins Glen and other venues. 70. Although Dentsu is affiliated with Amplifi, and was involved in negotiating the Agreement, Dentsu-affiliated entities are non-parties to all of the contracts between and among Woodstock 50, Amplifi, the vendors, and the other Festival stakeholders. 21New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 23 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 71. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 Dentsu Group, DAN, and MKTG made multiple false and damaging statements regarding Woodstock 50 and the Festival, through the press, and directly to vendors, sponsors, stakeholders and talent who had contracts directly with Woodstock 50. Defendants made those statements intending to cause the various contracting parties to breach their contracts with Woodstock 50 and with the Festival. 72. For example, the Chief Operating Officer of MKTG, under the control of Dentsu, stated to Watkins Glen executives that Dentsu, not Woodstock 50, had control of the Festival, and that Festival production needed to be approved by Dentsu first. Dentsu also provided statements to the press representing that the Festival was unsafe, despite knowing it could be produced safely. 73. Additionally, upon information and belief, Defendants directly called potential sponsors and media partners to inform them that the Festival was cancelled, purportedly due to false safety concerns, causing Woodstock 50 to lose tens of millions of dollars in revenue. 74. Upon information and belief, Dentsu, through its agents, made similar statements to Woodstock Ventures LC, sponsors, vendors, and other actual and potential Festival stakeholders. 75. Dentsu encouraged artists -- such as hip hop star Common -- to breach their agreements to perform at the Festival, and promised to indemnify the artists for all costs and expenses incurred in breaching their contracts with Woodstock 50. 76. As a direct result of Dentsu’s actions and statements, multiple parties breached their contracts with Woodstock 50. 77. For example, by reason of Defendants’ wrongdoing, Watkins Glen terminated its contract with Woodstock 50 to host the Festival, and other Festival stakeholders ceased working 22New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 24 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 with Woodstock 50 and/or terminated their contracts with Woodstock 50, and/or refused to finalize contracts with Woodstock 50. 78. Dentsu’s wrongful acts also interfered with Woodstock 50’s contract with Oppenheimer, contract with Virgin Produced, contracts related to Festival venues and necessary permits from the government, among other things. 79. Dentsu also succeeded in inducing Amplifi to breach its contract with Woodstock 50 by purportedly exercising the Control Option for the sole purpose of cancelling the Festival, despite clear language in the contract prohibiting such action. 80. Dentsu engaged in these wrongful acts and communications for the purpose of sabotaging Woodstock 50’s ability and right to produce the Festival and to harm Woodstock 50. 81. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to compensatory damages in an amount to be determined at trial. 82. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to punitive damages in an amount to be determined at trial. SECOND CAUSE OF ACTION (Tortious Interference with Prospective Advantage) 83. Plaintiff repeats and realleges all paragraphs of this Complaint as if separately set forth herein. 84. As part of its effort to sabotage the Festival, Dentsu told Festival stakeholders -- including vendors contracted to provide services to Woodstock 50 and the Festival, Watkins Glen, the 80 artists who had already been paid to perform, potential and committed sponsors and media partners, and the government agencies responsible for permitting, and potential customers -- that the Festival would not happen because Dentsu remained in complete control of the Festival and would not provide any funding necessary to produce the Festival. 23New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 25 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 85. RECEIVED NYSCEF: 06/17/2020 Dentsu also falsely represented that, even if the Festival could be staged without them, it was impossible to do so safely. 86. Dentsu knew of Woodstock 50’s critical business relationships with these various Festival stakeholders, and Dentsu made these misrepresentations to undermine the stakeholders’ confidence in Woodstock 50 and in the Festival. 87. Further, Dentsu maintained that following the purported cancellation of the Festival and Woodstock 50’s termination of the Agreement on that basis, that any new funding obtained by Woodstock 50 to replace Dentsu would be junior in priority to Dentsu under the Agreement. This was untrue and stated for the sole purpose of scaring off potential lenders and other potential partners. 88. Dentsu was at all times fully aware of the falsity of its statements, and was attempting to prevent Woodstock 50 from obtaining any other funding, and from successfully producing the Festival. 89. Dentsu made the false statements, and acted to interfere with Woodstock 50, without justification and in bad faith. 90. Additionally, Dentsu furthered its objectives of interfering with Woodstock 50’s prospective opportunities through wrongful means, including launching a relentless disparagement campaign against Woodstock 50 and the Festival, as more fully set forth herein. 91. Dentsu’s wrongful behavior undermined Woodstock 50’s efforts to secure replacement funding for the Festival, proceed with production with Virgin Produced, and obtain a replacement venue and necessary permits from the government, among other things. 92. Despite a court order prohibiting Dentsu from communicating to others that the Festival has been canceled, Dentsu continued to pursue its scheme to destroy the Festival until it 24New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 26 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 permanently deprived Woodstock 50 and the public of the once-in-a-lifetime Festival opportunity. 93. As a direct and proximate result of Dentsu’s tortious interference with Woodstock 50’s prospective business relationships, Woodstock 50 is entitled to compensatory damages in an amount to be determined at trial. 94. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to punitive damages in an amount to be determined at trial. THIRD CAUSE OF ACTION (Defamation Per Se) 95. Plaintiff repeats and realleges all paragraphs of this Complaint as if separately set forth herein. 96. Beginning in spring 2019, Dentsu made multiple false statements that were meant to harm Woodstock 50’s reputation including with respect to the safety of the Festival, ownership of the Festival trademarks, and control over Festival production. 97. Dentsu Group, DAN, and MKTG made these false statements to the press, to vendors, to other Festival stakeholders, the public and government officials in emails, press releases, and, upon information and belief, orally. Dentsu’s oral statements constitute slander per se. 98. MKTG contacted sponsors to inform them that the Festival was cancelled due to safety concerns. MKTG’s oral statements constitute slander per se. 99. The statements Dentsu made were untrue. 100. Dentsu made these false statements with actual malice in order to damage Woodstock 50’s reputation in the festival production industry, and to sabotage Woodstock 50’s production of the Festival, as well as to damage its ability to produce future Woodstock festivals 25New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 27 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 and media projects. These defamatory statements directly damaged Woodstock 50’s reputation and its ability to stage the Festival, and its efforts to mitigate its damages. 101. As a direct and proximate result of such defamatory statements, Woodstock 50 has suffered damages in an amount to be determined at trial. 102. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to punitive damages in an amount to be determined at trial. FOURTH CAUSE OF ACTION (Trade Libel/Business Disparagement) 103. Plaintiff repeats and realleges all paragraphs of this Complaint as if separately set forth herein. 104. Dentsu widely released a public statement on April 29, 2019 that the Festival could not safely be staged due to safety and health concerns. The statement and others like it made by Dentsu or on its behalf were false. Dentsu used its and its affiliates’ press and marketing expertise to ensure that its false statements were repeated in numerous publications over the course of several months. 105. Dentsu also falsely alleged that it was in control of the Festival, that it would not make any payments in furtherance of production of the Festival, and that Woodstock 50 did not have, and could not get, replacement funding to produce the Festival and pay vendors. 106. Dentsu made these statements to the press, to vendors, to other Festival stakeholders, to the public and to government officials in emails, press releases, and, upon information and belief, orally in a whisper campaign. 107. These statements were false. 26New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 28 of 32 accepted for filing by the County Clerk. CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 108. INDEX NO. UNASSIGNED RECEIVED NYSCEF: 06/17/2020 In addition, Dentsu perpetuated the lie that the Festival simply could not safely be staged by anyone. Dentsu misled the media and community at large, damaged Woodstock 50’s efforts to get alternate funding, and ruined Woodstock 50’s reputation. 109. Dentsu’s wrongful actions to defame Woodstock 50 were undertaken for the purpose of preventing other parties from attending, financing or participating in the Festival, and were intended to and did ensure that the Festival failed and Woodstock 50 could make no profit from the Festival. Absent Dentsu’s wrongful actions, Woodstock 50 would have been able to successfully produce the Festival, and further monetize the Festival through media and sponsorship deals and future licensing deals relating to the Festival. 110. As a direct and proximate result of Dentsu’s disparagement of Woodstock 50 and the Festival, Woodstock 50 has suffered damages in an amount to be determined at trial. 111. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to punitive damages in an amount to be determined at trial. FIFTH CAUSE OF ACTION (Civil Conspiracy) 112. Plaintiff repeats and realleges all paragraphs of this Complaint as if separately set forth herein. 113. As set forth above, Dentsu Group, DAN, MKTG, Amplifi, and others conspired to sabotage Woodstock 50’s production of the Festival by defaming the parties involved in producing the Festival, disparaging the venture, and tortiously interfering with contracts between Woodstock 50 and Amplifi and between Woodstock 50 and Woodstock Ventures, sponsors, other vendors and actual and potential Festival stakeholders. 114. Dentsu Group and DAN are co-conspirators with MKTG. The defendants conspired to deprive Woodstock 50 of sponsorship dollars and business arrangements with 27New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 29 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 interested media partners. Upon information and belief, the defendants each informed Festival stakeholders that the Festival could not be staged safely and was cancelled despite knowing that that was not true and defendants had no unilateral right to cancel the Festival. 115. Dentsu acted in furtherance of the conspiracy by, among other things, making false and defamatory statements in press releases regarding the Festival; making false statements to Watkins Glen with the intention of inducing its termination of the contract with Woodstock 50; interfering with Woodstock 50’s attempts to find alternate financing by claiming that Woodstock 50 was not in control of the Festival and could not obtain additional financing; and offering to indemnify artists who refused to perform under their contracts with Woodstock 50. 116. Dentsu’s unlawful conduct occurred pursuant to a common scheme and agreement to destroy support for the Festival and to prevent Woodstock 50 from obtaining alternative vendors and financing following the purported cancellation of the Festival, and included improper withdrawal of Festival funding. 117. The defendants knew their actions directed toward Woodstock 50 would have effects in New York. MKTG acted on behalf of Dentsu Group and DAN in telling sponsors lies about the Festival and jeopardizing the Festival’s business relationships with media partners. MKTG’s actions benefited its out-of-state corporate parents, Dentsu Group and DAN. 118. The agreement among the defendants, Amplifi, and others was aimed toward unlawful objectives. 119. Each of Dentsu Group, DAN, and MKTG knowingly entered into the conspiracy and intended to commit the unlawful acts set forth herein with the specific intent to harm Woodstock 50 and prevent the successful production of the Festival. 28New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 30 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 120. RECEIVED NYSCEF: 06/17/2020 Woodstock 50 has suffered injury, including financial harm and monetary damages as a direct and proximate result of the conspiracy and acts taken in furtherance thereof. As a direct and proximate result of Dentsu’s conspiracy to sabotage the Festival, Woodstock 50 has suffered damages in an amount to be determined at trial. 121. As a direct and proximate result of Dentsu’s wrongdoing, Woodstock 50 is entitled to punitive damages in an amount to be determined at trial. PRAYER FOR RELIEF WHEREFORE, Woodstock 50 respectfully requests that this Court enter judgment against Dentsu, and provide the following relief with respect to each cause of action: a) Money damages including direct, incidental, consequential and in an amount to be determined at trial, together with punitive/exemplary damages in an amount to be determined at trial; b) Costs, expenses, disbursements, expert fees and attorneys’ fees; c) Pre- and post-judgment interest at the maximum rate allowed by law; d) All such relief at law or in equity to which Woodstock 50 is justly entitled and/or which the Court deems appropriate. 29New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 31 of 32 accepted for filing by the County Clerk. INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/17/2020 Dated: June 17, 2020 New York, New York KASOWITZ BENSON TORRES LLP By:a/s/ Marc E. Kasowitz s Marc E. Kasowitz (mkasowitz@kasowitz.com) David E. Ross (dross@kasowitz.com) Albert Shemmy Mishaan (amishaan@kasowitz.com) Nefertiti J. Alexander (nalexander@kasowitz.com) 1633 Broadway New York, New York 10019 Tel. (212) 506-1700 Attorneys for Plaintiff Woodstock 50, LLC 30New York State court rules (22 NYCRR §202.5-b(d)(3)(i)) This is a copy of a pleading filed electronically pursuant to which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been 32 of 32 accepted for filing by the County Clerk.