Benson v. DJ Paul - Super High Me PDF

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FILED
Superior Court OfCalifornia
CountyOf LosAngetti
Devin A. McRae, State Bar Number 223239
Kevin S. Sinclair, State Bar Number 254069
ksinclair@earfysullivan.com
Mark C. Humphrey, State BarNumber 291718
mhumphrey@earfysullivan. com
EARLY SULLIVAN WRIGHT
DEC 18 2015
dmcrae@earfysullivan.com
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GIZER & McRAE LLP

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6420 Wilshire Boulevard, 17th Floor

Los Angeles, California 90048
Telephone: (323)301-4660
Facsimile: (323)301-4676
Attorneys for Plaintiff

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DOUG BENSON
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SUPERIORl COURT OF THE STATE OF CALIFORN1
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FOR THE COUNTY OF LOS ANGELES -CENTRAL DISTRICT
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DOUG BENSON, CA* |H^f?V'duu^(
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DOUG BENSON'S DERIVATIVE AND

INDIVIDUAL COMPLAINT FOR:
Plaintiffs,
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vs.
1. DECLARATORY RELIEF;
DAVID JOSHUA PAUL aka DJ PAUL, an

individual; ALEX CAMPBELL, an
individual; WABI PICTURES, INC., a
2. BREACH OF FIDUCIARY DUTY;
suspended California corporation; PBR
3. CONVERSION;
STREETGANG, INC., a suspended

Californiacorporation; VIGORISH
PRODUCTIONS, LLC, a California limited
4. BREACH OF FIDUCIARY DUTY;
.. liability company; and DOES 1-10, Kl*wt

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5. CONSTRUCTIVE FRAUD;
6. FRAUDULENT CONCEALMENT;
Defendants,
AND
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and
7. BREACH OF CONTRACT
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FOUR TWENTY PARTNERS, LLC, a

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BC6 04 419
Case No.:
wrongfully canceled California limited
JURY TRIAL DEMANDED
liability company,
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Nominal Defendant.
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DOUG BENSON'S COMPLAINT
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Plaintiff Doug Benson ("Benson") alleges as follows:

THE SUPERWC.H MEDOCUMENTARY
1.
Benson is asuccessful stand-up comedian and actor with aloyal legion of
passionate fans. Much ofhis comedy has focused on his copious use ofcannabis. In 2006, High
Times magazine named Benson its "Stoner ofthe Year."
2.
In 2007, just as Benson's career was taking off, Benson formed nominal defendant
Four Twenty Partners, LLC (the "Company") with defendant DJ Paul ("Paul"), defendant Alex
Campbell ("Campbell") and non-party Michael Blieden ("Blieden") for the purpose ofproducing
. adocumentary entitled Super High Me (the "Documentary"). The Documentary sought to
10 document the effects ofcannabis on Benson, by following him through thirty straight days of
11 cannabis-free living, immediately followed by thirty straight days of non-stop use. As made clear
12 by the operating agreement for the Company (the "Agreement"), the production ofthis one
13 project was the sole and exclusive purpose for the Company's formation and existence.
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3.
The Agreement identified the original members ofthe Company as Benson,
.5 Michael Blieden on behalfofnon-party The Claw, Inc. (Blieden's company, hereinafter "Claw"),
16 Paul on behalfofdefendant Wabi Pictures, Inc. (Paul's company, hereinafter "Wabi") and
17 Campbell on behalfofdefendant PBR Streetgang, Inc. (Campbell's company, hereinafter

18 "PBR"). The Agreement also appointed Wabi and PBR as the managers ofthe Company.
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4. On March 2,2007, the Company registered its copyright in the Documentary with
20 the United States Copyright Office under Registration Number PAu003112331 (the
21 "Registration"). The Company had previously registered its copyright in the screenplay for the
22 Documentary with the United States Copyright Office on December 28,2006 under Registration
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Number PAu003124392.
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The Company released the Documentary in 2008. It has since become acult
classic.
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5.
PAUL AND CAMPBELL MISAPPROPRIATE thf DOCUMENTARY
6.
Benson is informed and believes that, on or about April 1,2011, Paul and
Campbell formed alimited liability company in California, defendant Vigorish Productions, LLC
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("Vigorish").1 Upon the formation ofVigorish, Benson is informed and believes that Vigorish
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began to unlawfully exploit the copyrighted materials that were the subject ofthe Registration.
Paul and Campbell never disclosed to Benson that they had formed Vigorish, nor did they
disclose that their new company (i.e., Vigorish) had begun to exploit the copyrighted works
belonging to their old company (i.e., the Company). Instead, they simply pretended that the
Documentary had ceased to generate significant revenues. This, ofcourse, was a half-truth: the
Documentary had ceased to generate significant revenues/or the Company, because Vigorish
had begun to unlawfully exploit the Company's intellectual property.
7.
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Stated simply, for more than four years, the principals ofthe Company's two
entity-managers led Benson to believe that the Company was agoing concern, and that the
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Company was continuing to exploit its copyrighted works. In reality, Benson's fiduciaries had
misappropriated the Company's key asset (the Documentary) and were now actively engaged in a
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conspiracy to hide this fact from Benson.
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BENSON UNCOVERS THE SCAM
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8.
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More than six years after the Company had completed the one project which it was
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formed to create, Campbell contacted Benson's manager several times in 2014 and again in early
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2015 about Campbell and Paul creating and releasing anew documentary project entitled Super
IS
High Me Redux (the "Redux"), consisting ofunused footage from the Documentary. The Redux
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would detail the making ofthe Documentary (i.e., the one project in which Benson agreed to
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participate) from Campbell's and Paul's perspectives. Campbell made it clear that he already
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knew that Benson would not be in favor of the Redux, butasked Benson's manager to tryto
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enlist him nonetheless. Itwas repeatedly made clear in these conversations that the Redux would
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happen with or without Benson's cooperation.
9.
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In support ofthe Redux, Paul and Campbell created atrailer consisting ofunused
footage from the Documentary. Benson did not want this footage released (in atrailer or
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The significance ofthe name selected by Paul and Campbell for their new entity is not
lost onBenson. The term "vigorish" refers to the interest charged by a loan shark ona usurious
loan.
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otherwise) as he feared it would injurehis reputation, alienate and upset his fans, and potentially
cause irreparable harm to his carefully-cultivated career. Accordingly, Bensonrefused to consent
to such an expansionof the Company's business. Paul and Campbell paid little heed to Benson's
objections, claiming that the Agreement specifically authorized them (through the entities they
controlled, Wabi and PBR) to make the Redux. It did not.
After Pauland Campbell showed no signs of relenting, Benson filed a demand for
arbitration on May 22,2015 with the American ArbitrationAssociation (the "AAA") pursuant to
Section23 of the Agreement (The "Arbitration"). Among other things, Benson sought a
declaration that Campbell's and Paul's planned actions violated the Agreement.
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11.
In a preliminary conference call with the AAA, an attorney named Richard Albert
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appeared on behalf of Paul and Campbell, but not Wabi and PBR as he claimed that the entities
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"no longer [existed]." According to Albert (and unbeknownst to Benson), the California
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Franchise Tax Board had suspended PBR's corporate status in 2008, and Wabi's corporate status
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in 2009.
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12.
Following this conference call, Benson, through hiscounsel, communicated with
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Albert multiple times regarding Paul's and Campbell's purported right to make the Redux and
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their unauthorized possession ofCompany property (i.e., the unused footage). Throughout these
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conversations, Albert repeatedly maintained that hisclients did not require Benson's permission
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to make the Redux because "anyone can make a movie."
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10.
13.
Then, in anticipation of a preliminary hearing with the arbitrator, Paul and
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Campbell, represented by new counsel, objected to the AAA's jurisdiction, this time revealing
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that Wabi and PBR had dissolved the Company in 2011 (several years after the Franchise Tax
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Board hadsuspended Wabi's and PBR'scorporate status). This came as a shock to Benson: At
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no time prior to Paul and Campbell asserting this objection inthe Arbitration did anyone notify
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him thatthe Company no longer existed, much less seek hisconsent to dissolve the Company, as
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specifically required by the Agreement.
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14.
According to Paul and Campbell, because the Company had been dissolved, the
Agreement had effectively "blinked" out ofexistence. Thus, Paul and Campbell (and their
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suspended entities) refused to participate in the Arbitration. Benson therefore planned to obtain
default reliefin the Arbitration, and then enforce thatreliefthrough the courts.
15.
Then, in August 2015, Benson learned for the first time that Paul and Campbell
(allegedly on behalfof the Company) had apparently formed Vigorish, and purported to assign
the copyright in all of the intellectual property the Company owned to Vigorish, by way of ashort
form assignment (the "Assignment") recorded with the United States Copyright Office on June
23, 2014.
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16. The Assignment was executed by Paul and Campbell individually as Managers of
the Company in mid-June 2014, and purported to retroactively assign the copyright in the
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Documentary effective April 1,2011 (i.e., two days after the Company was allegedly dissolved).
Benson suspects that Paul and Campbell created and recorded the Assignment in June 2014
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because they had begun to formulate plans for the Redux.
10
THE DISSOLUTION OF THE COMPANY TS ANULLITY
13
17.
14
Under California law, "Except for filing an application for tax-exempt status or
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amending the articles ofincorporation to establish anew corporate name, asuspended
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corporation is disqualified from exercising any right, power or privilege." Cal-W. Bus. Servs.,
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Inc. v. Corning Capital Grp., 221 Cal. App. 4th 304, 310 (2013).
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18. By the time that Wabi and PBR2 attempted to dissolve the Company, the
California Franchise Tax Board had already suspended their corporate status. Thus, at the time
that Wabi and PBR (i.e., the named managers of the Company) purported to dissolve the
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Company, they had no power to do anything (including dissolve the Company) until they revived
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their corporate status.
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19.
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Furthermore, even ifWabi and PBR had the basic power to function as
corporations in California in 2011 (which they did not), paragraph 9(c)(vii) ofthe Agreement
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The Agreement purports to name Paul and Campbell "on behalf of'Wabi and PBR,
respectively, the managers ofthe Company. Paul and Campbell are thus agents of Wabi and
PBR, such that Wabi and PBR are bound by Paul's and Campbell's actions and are thus the de
facto managers of the Company.

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made clear that themanagers could not "attempt to dissolve or withdraw from the Company"
without the unanimous written consent of all of the members, including Benson.
20.
facto alter egos Paul and Campbell, could dissolve the Company. Accordingly, the purported
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dissolution was a nullity.

THE ASSIGNMENT IS ALSO INVALID
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21.
As set forth above, Wabi and PBR purported to assign the copyright in the
intellectual property owned bythe Company to Vigorish.

22.
For the reasons set forth in the above paragraphs 18 and 19,by the time of the
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alleged assignment (i.e., April 2011), neither Wabi nor PBR had the ability under California law
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to do anything, much less assign a property interest. Apparently for this reason, Paul and
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Campbell purported to sign the Assignment as the managers ofthe Company. However, neither
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ofthose individuals was ever appointed to act as the managers of the Company. For this reason,
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alone, the Assignment is void.
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23.
Furthermore, paragraph 9(c)(vii) ofthe Agreement also prohibited the managers
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from "assigning] rights in specific Property [i.e., any assets ofthe Company], for other than a
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Company purpose" without the unanimous written consent of the members. Per paragraph 4of
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the Agreement, the sole purpose ofthe Company was to develop the Documentary.
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Because Benson never gave any such consent, neither Wabi andPBR, northeir de
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Assigning intellectual property rights to Vigorish served no Company purpose,
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and therefore required the unanimous written consent ofthe members (which consent was never
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sought or given). As such, the Assignment was also invalid for this reason, as well.
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BENSON MAY PROPERLY BRING A DERIVATIVE ACTION TO VINDICATE THE
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RIGHTS OF THE COMPANY
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25.
To the extent required, Benson brings this action derivatively in the right and for
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the benefit ofthe Company to redress injuries suffered, and to be suffered by the Company as a
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direct result of Wabi's andPBR's violations of law. The Company is named as a nominal
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defendant solely in a derivative capacity.
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26.
Benson was a member of the Company at the time of the wrongs of which he
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27.
As set forth above, the Company has purportedly been dissolved. Pursuant to
California law, the shareholders or members ofa dissolved California corporation or limited
liability company may nonetheless maintain aderivative action in the name ofthe company,
notwithstanding its corporate status. Thus, Paul, Campbell, Wabi and PBR could not extinguish
the claims against them by simply purporting to cancel the Company's corporate status.
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28.
Benson has informed the managers in writing ofthe ultimate facts ofeach cause of
action asserted against them herein.
29.
Benson has not made a demand on the Company to institute this action because
such a demand would have beena futile, wasteful, and useless act.
30.
Demand is excused because Wabi and PBR are the only managers ofthe Company
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and face a substantial likelihood ofliability, so they are hardly disinterested or independent. It is
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inconceivable that Wabi and PBR, as managers of the Company, would authorize aderivative
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suit against themselves in order to prosecute their own egregious misconduct.

31. Additionally, demand is excused because Wabi and PBR are suspended California
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corporations and, under California law, they have no power to take any action for any business
purpose. Any action Paul and Campbell would purport to take on Wabi's and PBR's behalf
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would thus be ineffectual, further making demand futile.
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32.
Furthermore, demand is excused because Wabi and PBR are Paul's and
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Campbell's companies, respectively, and they purport to act on Wabi's and PBR's.behalf. As
such, Wabi and PBR are controlled by wrongdoers who would ultimately decide whether to
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authorize aderivative action, and it is inconceivable that they would authorize asuit against
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themselves.
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33. Lastly, demand is excused because Wabi's and PBR's conduct is not avalid
exercise of business judgment. They have looted the Company's sole asset, purported to dissolve
the Company without unanimous consent ofthe members, and have unlawfully exploited
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Company property, depriving the Company offinancial benefit as aresult. In addition, they
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complains, and he has continuously remained as a member ofthe Company since.
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concealed these actions from the other members ofthe Company for more than four years. There
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is no legitimate business judgment involved in such activity and, as Wabi and PBR are liable for
their own illegal conduct and are the managers of the Company, demand would be futile.
JURISDICTION AND VENUE
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34.
Pursuant to Article VI, Section 10 of the California Constitution, subject matter
jurisdiction is proper in the Superior Court of California for the County of Los Angeles.
35.
Pursuant to Code ofCivil Procedure Sections 392,395, and 395.5, venue is proper
in the Superior Court ofCalifornia for the County ofLos Angeles.

THE PARTIES
36.
Benson is an individual residing in Los Angeles County, California.
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37.
Benson is informed and believes, and based thereon alleges, that Paul is an
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individual residing in Los Angeles County, California.
38.
Benson is informed and believes, and based thereon alleges, that Campbell is an
individual residing in Alameda County, California.
39.
Benson is informed and believes, and based thereon alleges, that Wabi was a
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corporation organized under the laws ofCalifornia, which has since been suspended by the
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California Franchise Tax Board.
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40.
Benson is informed and believes, and based thereon alleges, that PBR was a
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corporation organized under the laws ofCalifornia, which has since been suspended by the
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California Franchise Tax Board.
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41.
Benson is informed and believes, and based thereon alleges, that the Company was
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alimited liability company organized under the laws ofCalifornia, which Wabi and PBR
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wrongfully purported to dissolve.
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42.
Benson is informed and believes, and based thereon alleges, that Vigorish is a
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limited liability company organized under the laws ofCalifornia.

43. Benson is unaware ofthe true identities ofthe defendants sued by the fictitious
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names DOES 1-10. Benson will amend his pleading to identify these persons and entities by
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their true names as they become known to Benson.
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FIRST CAUSE OF ACTION
(Declaratory Relief Against All Defendants Except Vigorish)
44.
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Benson hereby incorporates by referenceeach of the allegations made in
paragraphs 1 through 43, inclusive, as though fully set forth herein.

45.
Benson is informed and believes, and based thereon alleges, that an actual
controversy exists between himself, on the one hand, and Paul, Campbell, Wabi and PBR, on the
other hand, insofar as Benson contends, and Paul, Campbell, Wabi and PBR dispute, that the
purported dissolution of the Company is a nullity.
46.
In light of this dispute, Benson seeks a judicial determination that the dissolution
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of the Company was a nullity, andthat the Company's corporate status should be restored and
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revived, and that Benson may take any action required by the California Secretary of State to
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effect the restoration and revival of the Company.
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SECOND CAUSE OF ACTION
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(Breach of Fiduciary Duty Owed to the Company -
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Against All Defendants Except Vigorish)
47.
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Benson hereby incorporates by referenceeach of the allegations made in
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48.
In theircapacity as managers, Wabi and PBR owed certain fiduciary duties to the
Company, including duties of care and loyalty.
49.
Paul and Campbell (who controlled Wabi and PBR) breached those duties by,
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among other things, attempting to misappropriate the Company's sole asset- the intellectual
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property rights - by purporting to assign them to Vigorish for no consideration.
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50.
Benson is informed and believes, and based thereon alleges, that Wabi and PBR
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As a result of these breaches, Benson is informed and believes that the Company
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51.
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suffered damages.
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52.
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also breached their fiduciary duties by failing to pay the Company's taxes.
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Additionally, these defendants maliciously and oppressively acted with a callous
disregard for the rights of the Company, thereby exposing them to punitive damages under
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California law.
Furthermore, Wabi and PBR were not authorized to act as corporations under
California law. Therefore, the liability shield ordinarily afforded to shareholders did not exist.
Accordingly, Paul and Campbell are jointly and severally liable for the torts oftheir corporate
instrumentalities.
54.
Even ifsuspension did not nullify the liability shield, Benson is informed and
believes that Wabi and PBR were the mere alter-egos ofPaul and Campbell. Benson is informed
and believes that Wabi and PBR existed solely as liability shields for the purpose ofthe
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production of the Documentary (and formation of the Company), that neither had any separate
assets and that amanifest injustice would result unless the Court disregarded the corporate form.
In addition to monetary relief; pursuant to Cal. Corp. Code 17706.02(e)(1) Benson hereby
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applies, on behalfofthe Company, for an order dissociating Wabi and PBR from the Company,
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and terminating them as managers of the Company.
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THIRTi CAUSE OF ACTION
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(Conversion - Against All Defendants)
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55.
Benson hereby incorporates by reference each of the allegations made in
paragraphs 1through 54, inclusive, as though fully set forth herein.

56.
As set forth above, the Agreement prohibited anyone from transferring the
Company's intellectual property rights without the unanimous consent of the members. Because
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such consent was not given, and because they were never appointed as managers of the Company,
Paul and Campbell lacked the authority to enter into the Assignment on behalf ofthe Company.
57. The Assignment amounted to actionable conversion and misappropriation of the
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Company's assets, resulting in damages to the Company.
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53.
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58.
The defendants named herein maliciously and oppressively acted with acallous
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disregard for the rights of the Company, thereby exposing them to punitive damages under
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California law.
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59.
For the reasons set forth in the above paragraphs 53 and 54, Benson contends that
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Paul and Campbell are liable for the wrongs ofWabi and PBR.
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FOURTH CAUSE OF ACTION
(Breach of Fiduciary Duty Owed to the Members -
Against All Defendants Except Vigorish)
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Benson hereby incorporatesby referenceeach of the allegations made in
61.
In their capacityas managers, Wabi and PBR owed certain fiduciary duties to the
members of the Company, including duties of care and loyalty.
62.
Wabi and PBR breached those duties by, among other things, purportingto
wrongfully dissolve the Company without the unanimous written consent of the membership.
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63.
As a result of these breaches, Benson has.suffered damages.
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64.
Additionally, Wabi and PBR maliciously and oppressively acted witha callous
12
disregard for the rights of the members in the Company, thereby exposing them to punitive
13
damages under California law.
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65.
For the reasons set forth in theabove paragraphs 53 and 54, Benson contends that
Pauland Campbell are liable for the wrongs of Wabi and PBR.
66.
As a result of these breaches, Benson has suffered damages.
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FIFTH CAUSE OF ACTION
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(Constructive Fraud - AgainstAH Defendants Except Vigorish)
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60.
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67.

68.
As alleged above, Wabi, PBR, Paul, and Campbell owed certain fiduciary duties to
Benson, in their capacity as agents of the Company.
69.
As set forth in the above paragraphs 9 through 15, Paul, Campbell, Wabi and PBR
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concealed from Benson the fact that they had both purported to dissolve the Company, and the
25
fact that they had purported to assign the copyright to Vigorish.
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70.
Up until Benson initiated the Arbitration and shortly thereafter, Paul, Campbell,
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Wabi and PBR continually made statements and represented that the Company was a going
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concern and purported to take actions on its behalf as its managers. These actions included
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licensing the Documentary and collecting monies and revenues from its exploitation.
71.
Bensondid not learnof the purported dissolution of the Company or the purported
Assignment until he initiated the Arbitration. Consequently, Benson was prevented from
discovering that his rights as a member of the Company had been violated, and that the
Company's sole asset had been stolen. Paul, Campbell, Wabi and PBR sought to deceive Benson
by concealing these facts from him.
72.
Had these facts been disclosed, Benson would have taken action to protect his and
the Company's rights before these defendants compounded their misdeeds by unlawfully
exploiting the Documentary.
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73.
As a result, Benson suffered harm, which was substantially caused by Paul,
Campbell, Wabi and PBR.

74.
As a result of Paul's, Campbell's, Wabi's and PBR's fraudulent conduct, Benson
is also entitled to exemplary and punitive damages under California law.
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SIXTH CAUSE OF ACTION
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(Fraudulent Concealment - Against All Defendants Except Vigorish)
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75.
76.
As set forth in the above paragraphs 9 through 15, Paul, Campbell, Wabi and PBR
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knowingly and intentionally concealed from Benson the fact that they had both purported to
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dissolve the Company, and the fact that they had purported to assign the copyright to Vigorish.
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77.
Up until Benson initiated the Arbitration and shortly thereafter, Paul, Campbell,
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Wabi and PBR continually made statements and represented that the Company was a going
23
concern and purported to take actions on its behalf as its managers. These actions included
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licensing the Documentary and collecting monies and revenues from its exploitation.
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Benson did not learn of the purported dissolution of the Company or the purported
26
Assignment until he initiated the Arbitration. Consequently, Benson was prevented from
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discovering that his rights as a member of the Company had been violated, and that the
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Company's sole asset had been stolen. Paul, Campbell, Wabi and PBR sought to deceive Benson
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by concealing these facts from him.

79.
Had these facts been disclosed, Benson would have taken action (i.e., Benson
would have sought to arbitrate orinstituted other legal action) to protect his and the Company's
rights before these defendants compounded their misdeeds by unlawfully exploiting the
Documentary.
80.
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Campbell, Wabi and PBR.
81.
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Asa result, Benson suffered harm, which was substantially caused by Paul,
As a result of Paul's, Campbell's, Wabi's and PBR's fraudulent conduct, Benson
isalso entitled to exemplary and punitive damages under California law.
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SEVENTH CAUSE OF ACTION
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(Breach of Contract - Against AllDefendants Except Vigorish)
82.
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Benson hereby incorporates by reference each ofthe allegations made in
paragraphs 1through 81, inclusive, as though fully set forth herein.
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83.
Benson, Claw, Wabi andPBR entered into the Agreement.
15
84.
Benson hasdone everything required of him bythe Agreement.
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85.
Wabi and PBR have breached the Agreement by, among other things, purporting
17
to dissolve the Company and purporting to change the Company's primary business (i.e., by
18
threatening to make the Redux), all without the unanimous consent ofthe members.
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86.
As a result of Wabi's and PBR's breaches, Benson has suffered damages.
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87.
For the reasons set forth in the above paragraphs 53 and 54, Benson contends that
21
Paul and Campbell are liable for the wrongs ofWabi and PBR.
22
///
23
///
24
///
25
///
26
.///
27
///
Early 28
///
tv
C '
fv
C 'i
St|LLIVAN
Wright
UlGffl
Gizer b
MCRAE LLP
ATTOKNEYSATIAW
12
120160.1

PRAYER FOR RELIEF
2
3
On the First Cause of Action
1.
Ajudicial declaration that the dissolution of the Company was a nullity, and that
the Company's corporate status should be restored and revived, and that Benson may take any
actionrequired by the California Secretary of State to effectthe restoration and revival of the
Company.
7
8
9
On the Second Cause of Action
2.
For anorder pursuant to Cal. Corp. Code 17706.02(e)(1) dissociating Wabi and
PBR from the Company, and terminating them as managers of the Company.
10
On the Second through Seventh Causes of Action
11
3.
For actual damages according to proof.
12
4.
For punitivedamages, pursuant to Cal. Civ. Code 3294.
13
On All Causes of Action
14
5.
For costs of suit.
15
6.
For attorneys' fees and costs, to the extent that any relief grantedarises out of a
16
17
dispute on the Agreement.
7.
For such otherand further reliefas the Courtmay deem just or appropriate.
18
19
JURY DEMAND
Benson demands a trial by jury on all causes of action so triable.
20
Dated: December 18,2015

21
EARLY SULLIVAN WRIGHT

GIZER & McRAE LLP
22
23
24
25
DEVIN A. MCRAE
Attorneys for Plaintiff

DOUG BENSON
26
t-. I
I -
27
&RLY 28
in
SULLIVAN
WRIGHT
GIZER b
MCRAE LLP
ATTORHCWATIAW
13
120160.1
CM-010
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name. SlateBarnumber,
late Bar mi
andaddress):
FOR COURT USE ONLY
- Devin A. McRae (SBN 223239)

Kevin S. Sinclair (SBN 254069)
FILED
EARLY SULLIVAN WRIGHT GIZER & McRAE LLP
Superior Court OfCalifornia
6420 Wilshire Blvd., 17th Floor, Los Angeles, CA 90048

telephone no.: 323-301-4660
faxno.: 323-301-4676
Caanty Of t* Angeles
attorney for mam). Plaintiff Doug Benson
DEC 18 2015
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES

street aodress: 111 N. Hill Street
CD
Sherri jv^uu..,^ccuuve Officer/Clerk
MAILING AOORESS:
CITY AND 2IP CODE:
By
Los Angeles, CA 90012
Tjki&&<0fflJl0&d-~, Deputy
Knstirawugay
branch name. Central District

CASE NAME:
CD
Benson v. Paul, et al.

CIVIL CASE COVER SHEET
[7] Unlimited
CASENI
Complex Case Designation
Limited
(Amount
(Amount
demanded
demanded is
I Counter
6 0 4 419
I Joinder
Filed with first appearance by defendant
JUOGE:
DEPT:
$25,000 or less)
(Cal. Rules of Court, rule 3.402)
Items 1-6 below must be completed (see instructions on page 2).
1. Check one box below for the case type that best describes this case:
exceeds $25,000)
Auto Tort
Contract
IZD Auto (22)
IJ
I
I
I
I
I Uninsured motorist (46)
Other PI/PD/WD (Personal Injury/Property

Oamage/Wrongflil Death) Tort
CD Asbestos (04)
I I Product liability (24)
Real Property
I Medical malpractice (45)
Other PI/PD/WD (23)
I Eminentdomain/Inverse
I Wrongful eviction (33)
condemnation (14)
Non-PI/PD/WD (Other) Tort
I
I
I
I
Breach ofcontract/warranty (06)

Rule 3.740 collections (09)
Other collections (09)
Insurance coverage (18)
Other contract (37)
Provisionally Complex Civil Litigation

(Cal. Rules of Court, rules 3.400-3.403)
I
I
I Antitrust/Trade regulation (03)

I Construction defect (10)
CZ] Mass tort (40)

I
I
I
I Securities litigation (28)

I Environmental/Toxic tort (30)
I Insurance coverage claims arising from the
above listed provisionally complex case
types (41)
Business tort/unfair business practice (07) LZD Other real property (26)
Enforcement of Judgment
I Enforcement ofjudgment (20)
I I Civil lights (08)
Unlawful Detainer
LJ Commercial (31)
Miscellaneous Civil Complaint
d] Residential (32)
Drugs (38)
Judicial Review
Miscellaneous Civil Petition
I Defamation (13)
Fraud (16)
L_J Intellectual property (19)

I I Professional negligence (25)
I
I
CZl Other non-Pl/PD/WD tort (35)

5loyment
Wrongfultermination (36)
I Other employment (15)
This case TZHs"

I I is
L/J is not
I Asset forfeiture (05)

I
I Petition re: arbitration award (11) I
i Writ ofmandate (02)
RICO (27)
I Other complaint (not specified above) (42)
1 Partnership and corporate governance (21)

I Other petition (not specified above) (43)
| | Other judicial review (39)

complex under rule 3.400 oftheCalifornia Rules ofCourt. If thecase iscomplex, mark the
factors requiring exceptional judicial management:
a. I
I Large number ofseparately represented parties
d. I
I Large number ofwitnesses
b. I
I Extensive motion practiceraising difficult or novel
e. I
I Coordination with related actions pending in one or more courts
f. I
I Substantial postjudgment judicial supervision
in other counties, states, orcountries, orin a federal court
issues that will be time-consuming to resolve
c. I
I Substantial amount of documentary evidence
3. Remedies sought (check all that apply): a.CZl monetary b.GZH nonmonetary; declaratory orinjunctive relief
4. Number of causes of action (specify): ~~J
l~5. This case
I is
I / I is not
c. I / Ipunitive
a class action suit.
>, 6. ifthere are any known related cases, file and serve a notice of related case. (You mayuse form
.Date: December 18, 2015
Devin A. McRae
*"
(TYPE OR PRINT NAME)

NOTICE
Plaintiff must file this cover sheet with the firstpaper filed in the action or proceeding (except small claims cases or cases filed
under the Probate Code, Family Code, or Welfare and Institutions Code). (Cal. Rulesof Court, rule 3.220.)Failure to file may result
in sanctions.
File this cover sheet in addition to any cover sheet required by local court rule.
Ifthis case is complex under rule 3.400 et seq. of the California Rules of Court, you must serve a copy of this cover sheet on all
other parties to the action or proceeding.
Unless this is a collections case under rule 3.740 or a complex case, this cover sheet will be used for statistical purposes only
" Form Adopted lor Mandatory Use
Judicial Council of Catlfomfa
CM-O10(Rv. July 1.20071
a 10(2
Cat. Rules of Court. rUes2.30. 3.220.3.400-3.403, 3.740:
Cal. Standards of Judicial Administration, std. 3.10
www.cou/foift>.ca.oov
r-
INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET
CM-010
To Plaintiffs and Others Filing First Papers. If you are filing a first paper (for example, a complaint) in a civil case, you must
complete and file, along with yourfirst paper, the Civil Case Cover Sheetcontained on page 1. This information will be used to compile
statistics about the types and numbers of cases filed. You must complete items 1 through 6 on the sheet. In item 1, you must check
one box for the case type that best describes the case. Ifthe case fits both a general and a more specifictype of case listed in item 1,
check the more specific one. Ifthe case has multiple causes of action, check the box that best indicates the primary cause of action.
T6assist you in completing the sheet, examples of the cases that belong under each case type in item 1 are provided below. Acover
sheet must be filed only with your initial paper. Failure to file a cover sheet with the first paper filed in a civil case may subject a party,
its counsel, or both to sanctions under rules 2.30 and 3.220 of the California Rules of Court.
To Parties in Rule 3.740 Collections Cases. A "collections case" under rule 3.740 is defined as an action for recovery of money
owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in
which property, services, or money was acquired on credit. A collections case does not include an action seeking the following: (1) tort
damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of
attachment. The identification of a case as a rule 3740 collections case on this form means that it will be exempt from the general
time-for-service requirements and case management rules, unless a defendant files a responsive pleading. A rule 3.740 collections
case will be subject to the requirements for service and obtaining a judgment in rule 3.740.
To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the
case is complex. If a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated by
completing the appropriate boxes in items 1 and 2. If a plaintiff designates a case as complex, the cover sheet must be served with the
complaint on all parties to the action. A defendant may file and serve no later than the time of its first appearance a joinder in the
plaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiffhas made no designation, a designation that
the case is complex.
CASE TYPES AND EXAMPLES
Auto Tort
Auto (22)-Personal Injury/Property

Damage/Wrongful Death
Uninsured Motorist (46) {if the
case involves an uninsured
motorist claim subject to

art>itratk>n, check this item
instead of Auto)
Other PI/PD/WD (Personal Injury/
Property Damage/Wrongful Death)
Tort
Asbestos (04)
Asbestos Property Damage
Asbestos Personal Injury/
Wrongful Death
Product Liability(not asbestos or
toxic/environmental) (24)
Medical Malpractice (45)
Medical MalpracticePhysicians & Surgeons
Other Professional Health Care
Malpractice
Other PI/POAfVD (23)
Premises Liability (e.g., slip
and fall)
Intentional Bodily Injury/PD/WD
(e.g., assault, vandalism)
Intentional Infliction of
Emotional Distress
Breach of Contract/Warranty (06)

Breach of Rental/Lease
Contract (not unlawful detainer

or wrongful eviction)
Contract/Warranty Breach-Seller
Plaintiff (not fraudor negligence)
Negligent Breach of Contract/
Warranty
Other Breach of Contract/Warranty
Collections (e.g., money owed, open
book accounts) (09)
Collection Case-Seller Plaintiff
Other Promissory Note/Collections

Case
Insurance Coverage (not provisionally

complex) (18)
Auto Subrogation
Other Coverage
Other Contract (37)
Contractual Fraud
Other Contract Dispute

Real Property
Eminent Domain/inverse
Condemnation (14)
Wrongful Eviction (33)

Other Real Property (e.g., quiet title) (26)
Writ of Possession of Real Property
Mortgage Foreclosure
Negligent Infliction of
Quiet Title
Emotional Distress
Other PI/PD/WD
Other Real Property (not eminent
Non-Pi/PD/WD (Other) Tort

Business Tort/Unfair Business
Practice (07)
; Civil Rights (e.g., discrimination,
"'
false arrest) (notcivil
k i
harassment) (08)
'"' Defamation (e.g., slander, libel)

(13)
. Fraud (16)
H- Intellectual Property (19)

,, Professional Negligence (25)
',.:''
Contract
Legal Malpractice
Other Professional Malpractice

(not medical or legal)
k ; Other Non-PI/POAA/D Tort (35)
Employment
C'[i Wrongful Termination (36)
""! Other Employment (15)
h-"
domain, landlordAenant, or
foreclosure)
Unlawful Detainer
Commercial (31)
Residential (32)
Drugs (38) (if the case involves illegal
drugs, check this item; otherwise,
report as Commercial or Residential)
Judicial Review
Asset Forfeiture (05)

Petition Re: Arbitration Award (11)
Writ of Mandate (02)
Writ-Administrative Mandamus
Writ-Mandamus on Limited Court
Case Matter
Writ-Other Limited Court Case
Review
Provisionally Complex Civil Litigation (Cal.

Rules of Court Rules 3.400-3.403)
Antitrust/Trade Regulation (03)
Construction Defect (10)
Claims Involving Mass Tort (40)
Securities Litigation (28)
Environmental/Toxic Tort (30)
Insurance Coverage Claims
(arising fromprovisionally complex
case type listed above) (41)
Enforcement of Judgment
Enforcement of Judgment (20)
Abstract of Judgment (Out of
County)
Confession of Judgment (nondomestic relations)
Sister State Judgment.
Administrative Agency Award
(not unpaid taxes)
Petition/Certification of Entry of
Judgment on Unpaid Taxes
Other Enforcement of Judgment
Case
Miscellaneous Civil Complaint

RICO (27)
Other Complaint (not specified

above) (42)
Declaratory Relief Only
Injunctive Relief Only (nonharassment)
Mechanics Lien
Other Commercial Complaint

Case (non-totVnon-complex)
Other Civil Complaint
(non-tort/non-complex)
Miscellaneous Civil Petition
Partnership and Corporate

Governance (21)
Other Petition (not specified
above) (43)
Civil Harassment
Workplace Violence
Elder/Dependent Adult
Abuse
Election Contest
Petition for Name Change

Petition for Relief From Late
Claim
Other Civil Petition
Other Judicial Review (39)

Review of Health Officer Order
Notice of Appeal-Labor
Commissioner Appeals
CM-010[Rev. July 1.20071
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i \

Superior Court OfCalifornia

Devin A. McRae, State Bar Number 223239

Kevin S. Sinclair, State Bar Number 254069

EARLY SULLIVAN WRIGHT

GIZER & McRAE LLP

Sbem wj-u.*., c.woiuve Ofiica/Cletk

6420 Wilshire Boulevard, 17th Floor

Attorneys for Plaintiff

FOR THE COUNTY OF LOS ANGELES -CENTRAL DISTRICT

DOUG BENSON, CA* |H^f?V'duu^(

DOUG BENSON'S DERIVATIVE AND

DAVID JOSHUA PAUL aka DJ PAUL, an

2. BREACH OF FIDUCIARY DUTY;

suspended California corporation; PBR

STREETGANG, INC., a suspended

4. BREACH OF FIDUCIARY DUTY;

.. liability company; and DOES 1-10, Kl*wt

FOUR TWENTY PARTNERS, LLC, a

wrongfully canceled California limited

JURY TRIAL DEMANDED

DOUG BENSON'S COMPLAINT

Plaintiff Doug Benson ("Benson") alleges as follows:

Benson is asuccessful stand-up comedian and actor with aloyal legion of

The Agreement identified the original members ofthe Company as Benson,

17 Campbell on behalfofdefendant PBR Streetgang, Inc. (Campbell's company, hereinafter

PAUL AND CAMPBELL MISAPPROPRIATE thf DOCUMENTARY

DOUG BENSON'S COMPLAINT

had begun to unlawfully exploit the Company's intellectual property.

conspiracy to hide this fact from Benson.

BENSON UNCOVERS THE SCAM

happen with or without Benson's cooperation.

DOUG BENSON'S COMPLAINT

cause irreparable harm to his carefully-cultivated career. Accordingly, Bensonrefused to consent

controlled, Wabi and PBR) to make the Redux. It did not.

Following this conference call, Benson, through hiscounsel, communicated with

to make the Redux because "anyone can make a movie."

Then, in anticipation of a preliminary hearing with the arbitrator, Paul and

specifically required by the Agreement.

because they had begun to formulate plans for the Redux.

THE DISSOLUTION OF THE COMPANY TS ANULLITY

amending the articles ofincorporation to establish anew corporate name, asuspended

their corporate status.

facto managers of the Company.

DOUG BENSON'S COMPLAINT

dissolution was a nullity.

intellectual property owned bythe Company to Vigorish.

alone, the Assignment is void.

Furthermore, paragraph 9(c)(vii) ofthe Agreement also prohibited the managers

Assigning intellectual property rights to Vigorish served no Company purpose,

BENSON MAY PROPERLY BRING A DERIVATIVE ACTION TO VINDICATE THE

RIGHTS OF THE COMPANY

defendant solely in a derivative capacity.

action asserted against them herein.

suit against themselves in order to prosecute their own egregious misconduct.

would thus be ineffectual, further making demand futile.

complains, and he has continuously remained as a member ofthe Company since.

DOUG BENSON'S COMPLAINT

Pursuant to Article VI, Section 10 of the California Constitution, subject matter

in the Superior Court ofCalifornia for the County ofLos Angeles.

Benson is an individual residing in Los Angeles County, California.

individual residing in Los Angeles County, California.