(age 1 of 2 ou @ ORIGINAL Goole + AvLOory 0-72 - 1 |] QUINN EMANUEL URQUHART & SULLIVAN, LLP Kwan Jeffery D. McFarland (Bar No, 157628) 2|) jeffmefarland@quinnemanuel.com FILED Shahin Rezvani (Bar No. 199614) Saperior Court of California 3] shahinrezvani@quinneranuel.com ‘County of Los Angeles ‘Aaron Perahia (Bar No, 304554) 12007 4 63 fompefahia@quinnemanuel.com JUL 31 201 South Figueroa Street, 10% Floor 5] Los Angeles, California 90017-2543 ae ye Se Telephone: (213) 443-3000 By Depaty 6 Facsimile: (213) 443-3100 Moses 8 7 || Atomeys for Plaintiffs Icon Productions LLC ‘and TW Artis, In. 8 7 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 FOR THE COUNTY OF LOS ANGELES u BC670583 12] ICON PRODUCTIONS LLC, a California | Case No. limited liability company; TW ARTIST, 13] INC,, a California corporation; COMPLAINT FOR: 4 Plaintiffs, 1. BREACH OF WRITTEN CONTRACT; 15 vs. 2, BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR 16] VOLTAGE PICTURES, LLC, a DEALING; California limited liability company; 3. PROMISSORY FRAUD; 17] VOLTAGE PRODUCTIONS, LLC, a 4, BREACH OF FIDUCIARY DUTY; ‘Nevada limited liability company, AND 18]| CHRISTCHURCH PRODUCTIONS DAC, | 5. DECLARATORY RELIEF an Ireland designated activity company; 19 || NICOLAS CHARTIER, an individual, and DOES 1 through 100, inclusive, JURY TRIAL DEMANDED 2 gegesse: HE Ree ee 24 a" Zo ” ag8 g 25 528 : "se a i a 26 i So” g 5 B888 J ae Base § q | corm | | ool 1 Pago# 1 - Bes ID = 170¢800112 ~ Doe type = om(rage 2 of 24) 1 Plaintiffs Icon Productions LLC (“Icon”) and TW Artist, Ine. (“TW Artist”) (collectively, Plaintiffs"), for their complaint against defendants Voltage Pictures, LLC, Voltage Productions, LLC (together, “Voltage”), Christchurch Productions DAC (“Christchurch”), and Nicolas Chartier (*Chartiec”) (collectively, “Defendants” )F ACTION 1. For nearly two decades, actor and Academy-Award winning director and producer allege as follows: Mel Gibson (“Mr. Gibson”), and his producing partner, Academy Award winning producer Bruce Davey, have been developing a film based on the Simon Winchester book, The Professor and the wes aun on Madman, about the origins of the Oxford English Dictionary through their production company 10 |]1con (the “Picture”). The Picture was, and is a labor of love for Messrs. Gibson end Davey -- and 11 for the Picture’s director, Farhad Safinia. Mr. Gibson is cast as professor James Murray, who 12 |] began compiling the Oxford English Dictionary in 1857 and led the overseeing committee. Sean 13 || Penn is cast as Dr. William Chester Minor, who submitted more than 10,000 entries while he was 14 Jan inmate at an asylum for the criminally insane, : 15 2. Plaintiffs entered into various contracts with Defendants to co-produce the Picture 16 || based upon the final draft of a screenplay written by Mc. Sefinia, and to have Mr. Gibson star in 17 || the Picture -- two of which are of particular importance here (the “Agreements”). Among other | 18 || things, the Agreements specify, and Defendants expressly and unequivocally committed, that the. 19)} Picture would be shot in Dublin, Ireland and Oxford, England, and that Mr. Safinia would direct 20]| the film. 2 3, Toensure the vision of Messrs. Gibson and Davey ~ as well as the vision of the 22|| screenwriter and ditector Safinia -- are protected, the Agreements require that things such as 23 | material changes to the screenplay, change of director from Mr. Safinia to someone else, the final 24} production budget and schedule, and selection of filming locations be agreed to by Icon and Mr. 25 || Gibson. In the event that the parties disagree as to budget and schedule, a completion guarantor is @ 26 |[to break the te. Further, as extra insurance that his vision of the film was protected, Mr. Gibson ts —27||has the right, if necessary, to select the final cut ofthe film that is released between a cut prepared $3 28|[by Mr. Safinia and a cut prepared by Voltage a ‘COMPLAINT ‘ocd £ faged 2 - Do XD = 1704800112 ~ Doo Type ~ OERe we wane n 10 un 12 13 4 15 16 7 18 19 a 2B 24 25 26 2 28 4. Principal photography of the Picture commenced in Fall 2016. From the outset, Defendants disregarded their contractual obligations under the Agreements. Among other things, Defendants failed to provide Icon -- much less get its approval of -a final budget for the Picture. Despite a clear requirement to do 80, Defendants failed to secure a completion bond, and as such there is no completion guarantor to break a tie in disputes between the parties on budget or schedule, Moreover, notwithstanding that the Agreements specify the Picture will be shot in part in Oxford, England, Defendants refused to allow critical scenes from the agrced upon screenplay {to be shot there. Further, Defendants prevented Mr. Safinia from completing the Picture in accordance with the agreed upon screenplay, and thereby prevented Mr. Safinia from producing a ‘cut of the film to be considered by Mr. Gibson in his selection of the final cut, if required. Finally, Defendants have jeopardized the Picture by engaging in fraudulent behavior with respect {o representations made to third parties not named in this lawsuit. 5. The above actions, and those set forth below, constitute material breaches of the Agreements and/or promissory fraud, thereby necessitating this action. 6. Plaintiffs repeatedly notified Defendants of the various breaches alleged herein, and repeatedly asked Defendants to cure them. Defendants refused to cure any of the breaches, and ultimately, simply ignored Plaintiffs’ notices. Based upon their actions, it appears Defendants never intended to perform the promises they made in the Agreements. Accordingly, Plaintiffs are left with no alternatives other than filing this lawsuit. THE PARTIES Hie Icon is, and at all relevant times mentioned herein was, a limited liability company ‘organized and existing under the laws of the State of California, and residing and conducting ‘business in Los Angeles County, California. 4 8. ‘TW Artist is, and at all relevant times mentioned herein was, a corporation ‘organized and existing under the laws of the State of California, and residing and conducting business in Los Angeles County, California. COMPLAINT oot 1 Faget 3 - Doc HO = 1704800112 ~ Doo mype = omERcage 4 of 2 1 = Plaintiffs are informed and believe, and on that basis allege, that Voltage Pictures, LLC is, and at all relevant times mentioned herein was, a limited liability Company organized and ; existing under the laws of the State of California, and residing and conducting business in Los Angeles County, California. 10. Plaintiffs are informed and believe, and on that basis allege, that Voltage Productions, LLC is, and at all relevant times mentioned herein was, a limited liability company organized and existing under the laws of the State of Nevada, and residing and conducting business in Los Angeles County, California. eer aweon 11, Plaintiffs are informed and believe, and on that basis allege, that Christchurch is, 10 } and at all relevant times mentioned herein was, a designated activity company organized and 11 ]fexisting under the laws of the Republic of Ireland which does business with, or has continuous and 12 ]} systematic contact with persons and entities in Los Angles County, California. Plaintiffs are 13 } further informed and believe, and on that basis allege, that Christchurch was formed solely for the 14 | purpose of taking advantage of certain tax credit programs in the Republic of Ireland. is 12, Plaintiffs are informed and believe, and on that basis allege, that Chartier is, and at 16 } all relevant times mentioned herein was, an individual residing within Los Angeles County, and at all 17]|California. Plaintiffs are informed and believe, and on that basis allege, that Chartier 18 ||relevant times mentioned herein was, the sole manager and chief executive officer of Voltage, and 19}}that Voltage, in tum, was and is the sole stakeholder in Christchurch, 20 13. The true names and capacities, whether individual, corporate, associate, or 21 || other Of the fictitiously named defendants Does 1 through 100, inclusive, are unknown to 22 Plaintiffs at this time. Therefore, Plaintiffs sue these defendants by such fictitious names and will 23 || seck leave of court to amend this complaint to show their true names and capacities when their 24 || names have been ascertained., ‘Plaintiffs are informed and believe, and thereon allege, that cach of 25 || the defendants designated herein as a Doe is responsible in some manner for the events and #9 26 |/ happening and the damages suffered by Plaintifis, as herein alleged, as well as proximately caused {8 27) such damages described herein. Further, each Doe defendant is, and at all times mentioned was, a ce 2B COMPLAINT oot 4 Baged @ - Doe xp = 1764800112 - Dee Type = OMIER(age 8 of 2) 1 |{ resident of California and/or authorized to do business, and conduct said business in, the State of California. 14, Plaintiffs are informed and believe, and on that basis allege, that, at all relevant ‘times mentioned herein, Defendants, and each of them, were acting in concert or participation with ‘each other, or were joint participants and collaborators in the acts complained of, and were the agents or employees of the others in doing the acts complained of herein, each and all acting within the course and scope of the agency of and/or employment by the others, each and all acting in concert one with the other and all together. wer aween 15. Plaintiffs are informed and believe, and on that basis allege, that, at all relevant 10 || imes mentioned herein, Defendants, and each of them, were, and are, the agents, servants, alter 11 egos and/or employees of each of the other Defendants, and all the things alleged to have been 12 |] done by Defendants were done in the capacity of and as agent, servant, alter ego and/or employee 13 |[of and for the other Defendants, with their knowledge approval, and ratification, 4 JURISDICTION AND VENUE 1s 16, This action is properly filed with this Court because Plaintifis, Voltage, and 16 || Chartier are residents of Los Angeles County; Christchurch does business with, or has continuous 17] and systematic contacts with person or entities in Los Angeles County; the contracts at issue recite 18 | that Plaintiffs and Defendants intended to consent to the exercise of personal jurisdiction over the 19 | parties by any court in the City of Los Angeles; and Plaintiffs and Defendants entered into and 20 || were to substantially perform the contracts at issue in Los Angeles County. al ALLEGATIONS n 17, On orabout March 12, 2015, Icon and TW Actist, on the one hand, and Voltage, on 23 j] the other, entered into a written agreement, which was amended on September 27, 2016, as 24 |} between Icon and TW Artist, on the one hand, and Voltage and Christchurch, on the other, 25 || concerning the production of the Picture (the “Picture Deal Memo”). 26 18. The Picture Deal Memo provides, among other things, that: ss 2 a. Teon and Mr. Gibson have approval rights over ‘all major creative matters, 28 clements and individuals (and their replacements) of the Picture including 40 ‘COMPLAINT ‘boob 1 Paget $ = Boo 1D = 1704800122 ~ Doc type = ont(wage 6 of 2) ® 1 e & 10 n 12 1B 14 Is 16 7 18 19 20 2 22 2 24 25 26 2 28 director, script, cast, schedules, Key crew, musie, locations, and the production budget for the Picture”; b. Voltage and Christchurch would secure a completion bond “under which completion and delivery of che Picture is guaranteed”; ©. Voltage and Christchurch would complete and execute an agreement with Mr. Safinia for his directing services in connection with the Picture; 4. Voltage and Christchurch would provide a Collection Agency Management Agreement delineating how the funds for the film were to be collected and paid out; Icon would select where the film was edited -- with the location being either at Icon’s offices or Voltage’s offices; £ Mr. Gibson has the ultimate right to select the final cut of the Picture from the versions prepared by Mr. Safinia and Voltage and/or Christchurch, if required; and & shooting of the film include up to five days of shooting in Oxford, England ‘of scenes critical to the film’s story. 19. In addition, on or about August 17, 2016, TW Artist and Christchurch entered into ‘a written agreement concerning Mr. Gibson’s acting services in connection with the Picture (the “Gibson Deal Memo”). 20. The Gibson Deal Memo provides, among other things, that: 2, Mr Gibson has “the right to approve any material changes in the screenplay that materially affect (Mr. Gibson’s) role inthe Picture or the main | storyline”; and b. Mr. Gibson has “the right to approve any production location where (Christchurch] requires (Mr. Gibson's] services in connection with the Picture, it being hereby acknowledged and agreed by [Christchurch] and [Mr. Gibson] that each of Dublin, Ireland and Oxford, England is deemed pre-approved by” Mr. Gibson. oS COMPLAINT ‘Doo 1 Pages 6 = Doo 10 = 3704800132 = Dec ype = orage 7 of 2) : e @ 1 21, Notwithstanding the terms of the Picture Deal Memo, neither Voltage nor Christchurch provided Plaintiffs with a final production budget for approval. 22, While draft budgets provided to Icon did include some funds for shooting in the agreed upon location of Oxford, England, none of the draft budgets contained adequate funding for shooting in Oxford, and Tcon promptly informed Defendants of this fact. In addition, the ““non-final” budgets included amounts for line items of dubious nature, or which were otherwise | unexplained or unsubstantiated. Accordingly, Icon never approved the draft budgets. ! 23, Notwithstanding the terms of the Picture Deal Memo, neither Voltage nor * ee ee Christchurch provided Plaintiffs with a Collection Agency Management Agreement. 10 24, Further, despite the fact Icon and Mr. Gibson have approval tights over the script 11 |] and locations, and the parties agreed on a final script and locations (including, but not limited Yo 12] shooting certain scenes in Oxford, England), Voltage and Christchurch failed to complete the 13} Picture in accordance with the agreed upon screenplay and in the agreed upon locations. 4 25. Plaintiffs also are informed and believe, and on that basis allege, that Voltage and 15 || Christchurch never secured a completion bond, which has placed in doubt their ability to complete 16 | the Picture in accordance with the agreed upon screenplay with scenes filmed in the agreed upon 17} ocations. 18 26. — Moreover, Plaintiffs are informed and believe, and on the basis allege, that Voltage |; 19 }] and Christchureh have not concluded, much less executed, an agreement with Mr. Safinia for his 20|| directing services in connection with the Pictur. 21 27. Plaintiffs are further informed and believe, and on that basis allege, that Voltage 22|[ and Christchurch have thus far prevented Mr. Safinia from preparing his director’s cut of the ture, as principal photography remains incomplete and no editor's assemblage exists. 4 28. At the same time, Plaintiffs are informed and believe, and on that basis allege, that 25 || Voltage and Christchurch secretly prepared a cut of the film -- without seeking Icon’s required @ _26||consent as to editing location -- using the incomplete footage, resulting in a film that is 3 27finconsistent with the approved script. Moreover, Plaintiffs are informed and believe, and on that 28 || basis allege, that Voltage and Christchurch have screened a portion of this unapproved cut of the I 6 COMPLAINT oot 4 Faget 7 ~ Deo XD = 1704800112 - Doc type ~ OnER(rage 8 of 2) 1 Picture at the Cannes Film Festival in private screenings with potential distributors, and are 2 |] screening their cut of the Picture in the County of Los Angeles as well, which violates Mr. 3 || Gibson's ultimate right to select the final cut of the Picture, 4 29. Among the apparent reasons for Defendants’ material breach and repudiation of 5} their obligations under the agreements are the refusals of TW Artist and Mr. Safinia to participate 6 in, or be complicit with, certain misrepresentations to third parties. 7 FIRST CAUSE OF ACTION 8 (Breach of Contract) 9 30. Plaintiffs repeat, re-allege, and incorporate herein by reference each and every 10 | allegation contained in Paragraphs 1 through 29 above, as though set forth at length. WW 31. The Picture Deal Memo and the Gibson Deal Memo are written contracts between 12| Plaintiffs, on the one band, and Defendants, on the other. 13 32, Plaintiffs have performed all their obligations under the Picture Deal Memo and the 14} Gibson Deal Memo, except to the extent such performance was excused or waived. 15 33. All conditions required for Defendants’ performance under the Picture Deal Memo 16 | and the Gibson Deat Memo have occurred. a 34, Defendants failed to perform their material obligations under the Picture Deal 18 || Memo and the Gibson Deal Memo by, among other things: 19 a. failing to provide a final budget for approval by Icon and Mr. Gibson; 20 b. failing to secure a completion bond; a ¢. ‘failing to complete principal photography in accordance with the agreed 2 upon screenplay and in the agreed upon locations, including. without 2B limitation, shooting critical scenes agreed to be shot in Oxford, England; 4 , filing to conclude and execute an agreement with Mr. Safinia for his 25 directing services; ee 28 ©. failing to honor Icon’s right of first negotiation, in addition to a last 5 2 ‘matching right, to distribute the Picture in all media in the territory of 28 Australia; coma | | ‘boot 1 Page @ - Doo 3D ~ 3704800232 - noo type = onaage 9 or 2 ; e e 1 £ failing to fully pay Teon its producer fee; 2 & failing to fully reimburse leon for its out of pocket costs; 3 h. failing to provide consistent cost reports and provide documentation 4 substantiating material costs, including but not limited to a $3.1 million 5 “financing” cost; 6 failing to provide regular sales reports; 7 failing to provide Icon tax credit computations for its review and approval 8 prior to submitting those computations to governmental agencies; ! 9 Kk, failing to apply appropriate tax treatment to the post production payroll; and 10 1. failing to cease and desist of any screening of any cut of the Picture (or any u portion thereof) until principal photography is complete and Mr. Gibson has 2 exercised his final cut approval, if required. 13 35. Defendants’ failures to perform their obligations constitute material breaches of the 14 || Picture Deal’Memo and the Gibson Deal Memo. 15 36. Plaintiffs are informed and believe, and on that basis allege, that, at all times 16 } relevant to this action, a unity of interest and ownership exists between Voltage’and Chartier, the 17 sole manager and chief executive officer of Voltage, such that the separate personalities of the 18 |] company and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on 19)} that basis allege, that treating the acts of Voltage as those of the company alone, and not of, 20|| Chartier as well, will lead to an inequitable result a 37. Plaintiffs are informed and believe, and on that basis allege, that, at all times 221|I relevant to this action, a unity of interest and ownership exists between Christchurch, on the one 23||hand, and Chartier and Voltage, on the other, such that the separate personalities of the companies 24 and the individual did not, and do nt, exist, Plaintiffs are informed and believe, and on that basis 25 | allege, that teating the acts of Christchurch as those of the company alone, and not of Chartier and & 261] Voltage as well, will lead to an inequitable result, i 2 38. Asa direct and proximate result of Defendants’ material breaches, Plaintiffs have np’ 28|[been damaged in an amount to be proved at tral COMPLAINT boot 1 Raget 9 ~ Doe 1D = 1704900132 ~ Doc Type = ora(age 20 of 21) 1 39, Moreover, hie Gibson Deal Memo provides the prevailing party in any proceeding 2} shall recover from the non-prevailing party all reasonable attorneys’ fees and costs associated 3] therewith. 4 SECOND CAUSE OF ACTION 5 {Breach of Implied Covenant of Good Faith and Fair Dealing) 6 40. Plaintiffs repeat, re-allege, and incorporate herein by reference each and every 7 | allegation contained in Paragraphs 1 through 39 above, as though set forth at length. 8 41, The Picture Deal Memo and the Gibson Deal Memo are written contracts between 9} Plaintiffs, on the one hand, and Defendants, on the other. 10 42. Pursuant to California law, the Picture Deal Memo and the Gibson Deal Memo 11 |feach contained an implied covenant of good faith and fair dealing that the parties would not do 12] anything to deprive one another ofthe benefits ofthe agreements. This implied covenant imposes 13 {] upon Defendants the duty to do everything the Picture Deal Memo and the Gibson Deal Memo 14 || presupposes that Defendants should do to accomplish the purposes of the agreements. 1s 43. Defendants materially breached the implied covenant of good faith and fai dealing 16 || by, among other things, preventing Mr. Safinia from preparing a director’s cut of the Picture, 17 || blocking the filming of scenes critical to the story of the film in Oxford, England, eviscerating Mr. 18]| Gibson’s approval rights, and making sure there would be no guarantor to break any ties by filing 19 }]to procure a completion bond, 20 44, At the time Defendants committed said material breaches of the implied covenant 21 || of good faith and fair dealing, Plaintiffs had performed al! material conditions, covenants, 22 obligations, and promises required on their part to be performed in accordance with the terms and 23 || conditions of the Picture Deal Memo and the Gibson Deal Memo, except for those conditions, 241| covenants, obligations and promises that were waived, excused, or prevented by Defendants. 25 45. Plaintiffs are informed and believe, and on that basis allege, that, at all times @ 26 || relevant to this action, a unity of interest and ownership exists between Voltage and Chartier, the «> 27|| sole manager and chief executive officer of Voltage, such that the separate personalities of the 28] company and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on COMPLAINT Doct 1 Page# 10 - Boo 1D = 1704800132 - Doc "ype ~ OMENrage 12 of 20) 1} tac basis allege, that treating the acts of Voltage as those of the company alone, and not of 2! Chartier as well, will lead to an inequitable result. : 3 46. Plaintiffs are informed and believe, and on that basis allege, that, at all times 4] retevant to this action, a unity of interest and ownership exists between Christchurch, on the one hand, and Chartier and Voltage, on the other, such that the separate personalities of the companies and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on that basis allege, that treating the acts of Christchurch as those of the company alone, and not of Chartier and Voltage as well, will lead to an inequitable result. 47. As a result of Defendants’ material breaches of the implied covenant of good faith 10} and fair dealing, Plaintiffs have been damaged in an amount to be proved at trial. u 48. Asan alternative to damages, Plaintiffs may elect the remedies of rescission and 12 restitution. 13 ‘THIRD CAUSE OF ACTION 14 {Promissory Fraud) 15 49. Plaintiffs repeat, re-allege, and incorporate herein by reference each and every 16 ] allegation contained in Paragraphs 1 through 48 above, as though set forth at length, 1 50. Pursuant to, and as part of, the Picture Deal Memo and the Gibson Deal Memo, 18 | Plaintiffs, on the one hand, made certain promises to Defendants, on the other. To wit, 19 || Defendants promised, among other things, that: 20 a. Defendants would give Icon and Mr. Gibson approval rights over “all major 21 creative matters, elements and individuals (and their replacements) of the 2 Picture including director, script, cast, schedules, key erew, music, . 2B locations, and the production budget for the Picture”; 24, b. Defendants would secure a completion bond “under which completion and 25 delivery ofthe Picture is guaranteed”; g 6 © Defendants would conclude and execute an agreement with Mr, Safinia for 7 his directing services in connection with the Picture; m8 ~ au COMPLAINT ‘Doct 1 ageh 21 - Dog 9 = 1704800112 - doc Type = OTHERwage 12 of 2) 1 4. Defendants would give Mc. Gibson the ultimate right to select the final cut 2 of the Picture from the versions prepared by Mr. Safinia and Voltage and/or 3 Christchurch, if required; and 4 € Defendants would include up to five days of shooting in Oxford, England of 5 scenes critical to the film’s story. 6 51, Plaintiffs are informed and believe, and therefore allege, Defendants did not intend 7 ||10 perform these promises when they made them. For example, Defendants repeatedly 8 || represented they would shoot the critical scenes in Oxford, England, but, despite repeated 9)|) demands to do so, did nothing to shoot those scenes during the three limited, seasonal windows in 10 |] which Oxford University allows filming on its campus. ul 52. Plaintiffs are informed and believe, and therefore allege, Defendants intended thai 12 Plaintiffs rely on these promises. 13 53, Plaintiffs reasonably relied on Defendants” promises. 4 54. Defendants did not perform the promised acts.. 15 55, As aesult, Plaintiffs were harmed, 16 56. Plaintiffs? reliance on Defendants? promises was a substantial factor in causing 17} Ptainsfis? harm, 1B 57. Plaintiffs are informed and believe, and on that basis allege, that, at all times 19} relevant to this action, a unity of interest and ownership exists between Voltage and Charter, the 20||sole manager and chief executive officer of Voltage, such that the separate personalities of the 21||company and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on 22|| that basis allege, that creating the acts of Voltage as those of the company alone, and not of, 23|| Chartier as well, wilt lead to an inequitable result. 4 58. Plaintiffs are informed and believe, and on that basis allege, that, at all times 25]| retevant to this action, a unity of interest and ownership exists between Christchurch, on the one ~& 26 || hand, and Chartier and Voltage, on the other, such that the separate personalities of the companies &— 27]/and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on that basis 28 ‘COMPLAINT ‘Book 4 Pagel 12 - Boo 19 = 1706800132 - Doo Type = om(age 13 of a 1] aliege, that creating the acts of Christchurch as those of the company alone, and not of Chartier and 2|| Voltage as well, will lead to an inequitable result. 3 59. Asaresult of Defendants’ promissory fraud, Plaintiffs have been damaged in an 41] amount to be proved at trial. 5 60. Asam altemative to damages, Plaintiffs may elect the remedies of rescission and 6 || restitution. Ea 61. In committing the acts alleged, Defendants -- and each of them -- acted with 8 || oppression, fraud, and malice entitling Plaintiffs to an award of punitive/exemplary damages. 9 FOURTH CAUSE OF ACTION 10 (Breach siary Duty n 62, Plaintiffs repeat, re-allege, and incorporate herein by reference each and every 12] allegation contained in Paragraphs 1 through 61 above, as though set forth at length. 13 63. By virtue of their co-producer relationship with Icon and the obligations undertaken 14 in the Agreements, Defendants stood in a position of trust and confidence with respect to Icon 15 |] Stated differently, Defendants were and are Icon’s fiduciaries. 16 64. Defendants breached their fiduciary duties to Icon by, among other things, failing 17 to exercise due care in the management and the development of the Picture. 18 65, Defendants further breached their fiduciary duties to Icon by concealing their 19 mismanagement of the Picture. 20 66, _Asadirect and proximate result of Defendants’ breaches of their fiduciary duties, 21] Icon has suffered pecuniary harm in an amount according to proof at trial. 2 67. The nature of Defendants’ breaches of their fiduciary duties to'Icon constitutes 23||oppressive, fraudulent and malicious conduct, evidencing Defendants’ willful and reckless 241] indifference to their obligations to Icon, and to Icon’s rights. Such conduct warrants the award of 25 || punitive or exemplary damages against Defendants, and each of them. @ 26 68. Plaintiffs are informed and believe, and on that basis allege, that, at all times £4) 27/]/relevant to this action, a unity of interest and ownership exists between Voltage and Chartier, the 53 28||sole manager and chief executive officer of Voltage, such thatthe separate personalities of the 12 COMPLAINT ook 1 paged 12 ~ Boo 1D ~ 1704800132 - Doe Type ~ OMENrage 26 0f 20) 1 {company and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on that basis allege, that treating the acts of Voltage as those of the company alone, and not of Chartier as well, will lead to an inequitable result. | 69. Plaintiffs are informed and believe, and on that basis allege, that, at all times relevant to this action, a unity of interest and ownership exists between Christchurch, on the one hand, and Chartier and Voltage, on the other, such that the separate personal s of the companies and the individual did not, and do not, exist. Plaintiffs are informed and believe, and on that basis allege, that treating the acts of Christchurch as those of the company alone, and not of Chartier and Voltage as well, will lead to an inequitable result 10 70. As an alternative to damages, Plaintiffs may elect the remedies of rescission and 11 | restitution. 2 FIFTH CAUSE OF ACTION B Declaratory Relief) 4 71. Plaintiffs repeat, re-allege, and incorporate herein by reference each and every 15} allegation contained in Paragraphs 1 through 70 above, as though set forth at length, 16 ‘72. The Picture Deal Memo gives Icon the right to terminate the Agreements under 17 certain circumstances. Among those circumstances is the failure by Defendants to conclude and 18 jf execute an agreement with Mr. Safinia for his directing services in connection with the Picture 19} prior to December 1, 2016. In the event Icon exercises its termination right, al rights to the 20}| Picture revert to Icon. 2 73. As aresult of Defendants’ failure to perform their obligations under the 22|| Agreements, an actual controversy exists concerning whether Icon can exercise its termination 23 || right and revert all the rights in the Picture to leon, 24 74. Yeon seeks a judicial declaration that it may exercise it right to terminate the Picture 25 || Deal Memo, and regain all the rights in the Picture. g % 27 QB “Le COMPLAINT ‘Boe 1D = 1704800112 ~ Doo Type = OTHER ooh 1 Page 24(wage 15 of 2) ewe a awe 10 u 2 1B 14 15 16 v 18 19 20 a 8B 26 n 2B WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of them, as, follows: A DATED: July 31, 2017 PRAYER FOR RELIEF For an award of actual and compensatory damages in an amount according to proof at trial, together with interest thereon at the legal rate; or, upon election as an alternative to damages, rescission of the contracts and restitution; For Plaintiffs’ attomeys’ fees and costs pursuant to the Gibson Deal Memo and as otherwise permitted by law; For an award of punitivelexemplary damages; A judicial declaration that Icon may exercise its right to terminate and have the rights (o the Picture revert to Teon; and ‘ For such other and further relief as the Court deems appropriate and proper, including but limited to ordering Defendants to specifically perform their obligations set forth in the Picture Deal Memo and in the Gibson Deal Memo. QUINN EMANUEL URQUHART & : SULLIVAN, LLP. By, { “arland ‘Shahin Rezvani Aaron Perahia Attorneys for Plaintiffs Icon Productions LLC and TW Artist, Inc. 14 COMPLAINT ‘oot 1 Pages 15 - Doo 1D = 1704800132 - Doo Type « oTHERrage 16 of 21) - e @ ORIGINAL [OUI ESIANUED URQUBART &SOLLTVAR, EES” terete Brace Los Angeles, CA $0017 FILED eNOS 43.3000, om 213) 4.8100 opr conte altria _arreaney rooney Plaintiffs Icon Productions LLC and TW Artist, Inc. ‘County of Los Angeles Wibenstasaes eat ourras tas arqaks ‘srmeeraooness. 11] N. Hill St. JUL 312017 swe INS. cricetae Las Anges er RC Exp Ofek smcnwue, Stanley Mosk Courthouse, eee yy : pty oe = “Moses Soto late Tcon Productions LLC, et al. v. Voltage Pictures, LLC, et al. CIVIL CASE COVER SHEET ‘Complex Case Designation Pere eae couner CI vonter | ——~-BE-6-79-5-8-8—| demanded is Filed with frst appearance by defendant | “&C= nies) Pisa) cata Seat asa | sr ems 1-6 below mist be completed (308 nsivefions 7 page 2). [I Check ane box below for he case type that bast cescrbes his cate: uote Goatees Prostnay Compe Ci tgson to @2) Tesch emuactwacany 0) fete of Cou me R38) Uhewred mrt) fe 370 ceca 9) (arti egdon 9) Cie PiPaNND (rertonalasPropety [=] er ceecton (0 (5) Corsrcton cect) Eumogeiangh Gua) Ton TE vance ceerane ty] mans to 0) eae 5) otser contract (37) TF) secures tigation (28) Preto tty (4) naurrepeny TF) ervtrmenarTese (0) Medica malpractice (48) LE1 emincet domsininverse Insurance coverage cians arising tom the TO otner Puro (23) ‘condemnation (14) above listed provisionally complex case jeep (ores Ton [Wong evcin 2) yea crestor cues rece (r) CJ Oberngepey 26) Eftcamanof Juda a0) ‘pete: A crocamenttedrest2 Detonator 1) ones 1) lacetneeus Ci Comptat Fest Cy resewett Circonn [| rata ope 18) 1 ones (ther complaint nc specad above) (42) Pot ere 25) Jen Review stacetancous Gv Pelton ‘tw ne PPO ot 35) sae) Patri sn coat gvenance 21 i Peston won not) [=] Guereen parecer aa “torghtenaton (5) 1 watctmenae a 7) other employment (45) [71 oer jcc review (38) Z Tracase lis LeTienat —canplenunder le 8400 of te calor Ries of Gout Whe caves com mae ‘actors requlng exceptional usta! management 2.) Large rumber of separately ropresented parties 4. (_] Large umber of witnesses ».[) Extensive motion practice raising citfeutt ornovet _ e.[—] Coordination with related actions pending in one or more courts ‘issues that willbe me-eonsuming to resolve incther counties, sales, or counties, orin federal cout ¢.[) Substantial amount of documentary evidence 1. (Substantial postiudgment judicial supervision 3, Remedies sought (check at that apply): aL] monetary v.71] nonmonetary, declaratory or injunctive retiet —&. GZ) punitive 4, Number of auses of aston (speciyy: 8, Thiscase C]is [ZJisnot actass.action suit, 6. there are any known relates cates, fe and serve a notice of ralaed case, (You may use form C015.) ‘ae: July 31, 2017 Lol Jeffery D. MéFarland » , Eo LETT RTA TTTTTOTRT NOTICE + Plant ust le this cover sheet with bh rst paper filed in he ation or processing (xcept smal claims cases or eases fied Unoehe Probate Gove, Faraly Code, 0” Wella a Iatuors Code) (eal Res of Cou, ne’ 220) Fate toe may Tait iesretors, «Fis his ever snetin acon to any cover sheet requires by lca cout nf. * tis case's compex under rule 3.400 et oq of he Catfria ules OF Cou, You must seve a copy of his cover sheet ona ‘ater paris othe acon or proceeding, + Unless iiss a calectons ease under rte 3.740 ora complox case, is cover shoot wilbe used or statisteal purposes ony. | Aanbetia eiiatdattiatantiandanil anil anunmmmannammauataaaal Ter gece WIL CASE COVER SHEET as ‘Dock 4 Pageh 26 - Doo ID 170G800122 ~ Dos Type ~ omERINSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET eee To Paints and others Fling Fist Papers. Ifyou a6 ing a fst pope (9° exams, a compan) n cil cos, you must Cnplete ail, cong wih you frst pape, te Chl Case Cover Seat cntanes on page Ths hvoration wl be used fo comple Sass about he ypes ond numbers of cosas Hed. You mt compete tems 1 rough 6 onthe see. om 1, You msi check ‘one bs forthe eave ype hal best Serbs te ease, te ease fs bah a general anda more speci ype ol ease led nem feck he more spect one the case ho muipi casesofscton, check the box tat best hoses the primary caso of acon SToasestyouln completing the shes. sxorplos ofthe cases tal belong under each case ype in lem {ae profdod below. A Sver ‘host must be fed ony wih your flit paper. Fale foe a cove het wih te fist pape ld ina case may ajet 9 pay, is counsel or both to sanctions under rules 2.30 and 220 cf he Calera ues of Court ‘To Parties In Rule 3740 Collections Cases, A “colecfons case” under rule 3740 is defined as an ectn for recovery of money ‘Shed in cum sald io Be cena thal ol mae Wen $25.00, exchive of iarest and atomey' lees, sing em a tensacon ‘tien propery, serves, or meney nas aoqed on cred. A calacions case doesnot dude an acon seating Ina clown (1) rt ‘amages, (2) puntve damages, () recovery real prope, (4) recovery of personal propery, oF (6) 2 preludginent Wit of ‘Slackment. The icenfeaton of case as 9 ule 3740 calachons case on Wis fem imeans tat fil be exert am he general timeorserdcarequements an eate manager rules, unless defendant fea 9 responsive eadng. A rule 3.740 eaeebons ase vl be subject othe reqaremens for senioe and taining a udgment ne 3.740. To Parties in Complex Cases, In complex cases ny, pales rust aso Use the Cl Case Gaver Sheet to desgnae whelner te aso complex. Ia ple beleves the case complex unger ie 3.40 of he Calfons Rules of Cou, tis mt be Indeated by ‘completing he appropriate bores in Hors 1 and 2 Wa plan designates a casa ax comer, tba Coversheet must be served wih ‘ampsinton all utes to the econ. A defendant may le end serve no ltr then the tme of fst appearance joes nhs en seat, couedexnaion tat he ao eco, be pts race ro anger, a dagen Pa fre caves com (CASE TYPES AND EXAMPLES AxoTor ontet Provisional Complex Chil Ligation (Ca. ‘no 22} Personal iryPropry ‘Brean ot Contectwaraniy 08) Ries or coun rule 300-3403) DamagelvrongiDeah ‘resenofenatteace ‘avs Trads Regutan (03) Unnstres wetort(66)( Geta ta er Seestcion Buta) case moles on urnsree ‘rangi en) ans elvng as Tt contacter carr Seter ‘Secaes Ligaton (20). hain ro aus oF negligence) Envcnmertatoce Te (3) Negligent eee of Cano Insurance Coverage Cains ‘tne PHPOYEO (erzona! ny? rary. Tarsing hom provasonty complex Property Damage/tronghl atm) ‘nner Breach of CortacWorany asa tye fed abo) ) tor Comatons(.enay owed, open Enforcement of Judgment ‘Asbesios (4) ‘ook asec) 8) nercoment of egment 20) ‘Asbestos Propeny Damage Catedion Case-eler Pant oslet of Jesgest (OW ot ‘Asbestos Peon way? ‘She Prien Nle/Catelans ‘Scan “Worst Daath Ce ‘confess et Jan far Product Lot fret asbasts sont re nt perry saat tone Toukgenvormenta (2) cone ister State suegmert Maciel arte (2) ‘no scregaton ‘amine Agony Avard Neat Haire ‘ther Coverane hot unpots ines) ‘Pylon & Surgeons ‘oma Converts libsCaoten tent (tre Prtestna als Care Gerson Frau jgment cn Ungas Totes cna nates en prdeg om Bande ote, Enorementel pert ot Prope ae Premises Uehty ‘Een! Bonleoverse ttisealansoue Chil Complaint ‘rainy ‘Cansemraton (6) FICO (27) Itrtonal sty nyPONO rong Even (3) Gre, Sat otapetad 2-0, os00% vorcalsn) ‘tne Rea Property (uit we) 20) Doctor Intentonl eter of” Shit Poesoresn of eal roe Dectratony Rete ony ‘atonal tess Iereeps ommeeuerattorate ine ete rn eigen Inicio of oan orsemen) Erstenal Oates Sie: Rest Prepeny tat inert feces ober FiPoIWD Somer natatnan, ‘ther Commercial Corot ‘Non-2uPDID (Otten Tort ferexosare) one rnetrenconeen Bogen ee Dness unit Sin rc cangant "ace (7) rene ceineous Chl Petiton com ins (gr, usinatn, Fesidenta (2) nan oa Copan fs ane fa ch Drip (3) fhe case nie itega! (Gove (20). arasren (8) regs cheek ths tam: ebertise, ‘ne Peat ro species Detain other, be) report se Commer! or Rewaeio0 ‘a10) (3), 13) staiiat Review Set Feat 0) sae ovo (05) Wiorlece Vitence Finieea Pepe (19) Petten Re: Atiaten Award (11) Bdedopenden ct PrtesinatNegigence (25) ‘wit Mongte 2) ‘aoute ‘eas Mapracice ft-aamiisabve Mendon ee ‘ihe PrefessonalMaprocice ‘Wathanameson Uriel Coat Peat eee a (oat edt ora) ‘ase att fourier hence Gaoanacon eR Te Water init Cout Cace "Sin Imploymen Review ‘omer C1 Petton ca erg Teminaton 26) rar ieetneiae 83 OheEmeymert (3) ‘ava of Heel Ste’ Oxer elie of Appeat-taer " ConnisorarAspeals Sheena sere ror CCIVIL CASE COVER SHEET rae Dock 2 paged 17 - nex 20 = 1704800132 ~ noe Type = Omeage 18 of 20) e @ ORIGINAL SFT con Productions LLC v. Veliage Pictures, LLC le wen BO E705 83 CIVIL CASE COVER SHEET ADDENDUM AND ° STATEMENT OF LOCATION (CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION) This forms required pursuant te Local Rule 2. fn all new civil case flings in the Los Angeles Superior Court. Step 1: After competing the Coil Case Cover Sheet (udcial Council form CM-020), find the exact case type in Column A that corresponds to the case type indicated inthe Civil Case Cover Sheet. ‘Step 2: In Column 8, check the box for the type of action that best describes the nature of the case. Step 3: In Column G, circle the number which explains the reason for the court filing location you have chosen, Applicable Reasons for Choosing Court Filing Location (Column C) 1. Clas eats must be ed in he Starkey Mask Courthouse, Cental Distt, 7 Laan where petiner resides, 2 Permissive frgin conta tic 8 Leeson when defendervecpendent funtion wha. 3. Locaton where couse of acon aoe. 9 Leesionwhere one or moe ofthe paies reside, 4. Mandtory personal injury ign Nord is, 10,Lecotonof Later Commissioner Of. pean uaraianaieaasanmues 1, Mandstery fing action Hub Cases union taney, ited nomzcbection, baste election, orpersonlicin. 6 Location of property ox permanently garaged veil, HAA 5 c ‘rca Cover Sas Type eon ‘Appian Reasons atest, (Geseanyom) Beeston 9 aban ‘Aaa 1 ATIO0 tor venice. PesonlnkryPrpenyOamagenongOeein [1.4.11 22 | criesuee meters 46) [12 7110 Personal riuy/Propery DomegeNongulDeath- Uniewed Nott 14,11 pesca ny [2 MBO Aes Prop Damage 1a zs A722} Aste - Pesan Death an ge Product Lisbiny (24) | 0 A7260 Product Labi (rot asbestos oF loiclemironmenta) 14a 34 a vast BA [cater [2 Nae eee Pontos Se os = 20 net tessa ean Care Mate Sf oes prosry A720 Intenonal Botyiry/Propery DamegeWrongt Death (65, uan di omer ena verdana) : Death (23), A720 Intentional infliction of Emotional Distress an a G_ A720 Other Persons njuryPropetyOamage/ronghst Death eet 3 (ae 108 (Rev 26) CIVIL CASE COVER SHEET ADDENDUM ‘Local Rule 2.3 “4 LASC Approved 03-04 * AND STATEMENT OF LOCATION Page tof 4 ost 1 Pageh 18 - Doo ID ~ 1704800132 - Dec Type = OnE(rage 19 of 20) leon Productions LLC v. Vatage Pictures, LLC eawen a 5 C pope iitcane Gove Sheet Type Aton Reason ex ep 3 att (checcayon ‘iow Sinners Tenor) [A629 One ConmecaviushessTotirattaudtrasseteonnay [4.2.9 ed Cowon 08) [86005 Civ EghsDcrninston 1.2.3 os = 33 = Foor) © Ae0r8 Fra fro coma 123 as 7 (AGO Lege Napotce 128 Press Nesgene Ep | pemmtraenan | aaa e a8 comers) 1D A6025 Ones Non Parca uy Prpery Oanpe tot 423 | WongutTemmnatan(se) [0 ABST Wort Termroton Ta Eg 5 1 Ast2t OterEnplomen Campin se 123 S| onersnploynent : Smrioment'S) |. agion LaterCommsoner Appeals ® {© ABlOe react Reta eve Cotas ito oar orang econ : is ranetcauecrvanety |e sg tot Omxh Soc Pasttintngtweny [28 (votinsrance) ——_] ca _a8019 ‘Neghgon!Breachot ConactWaranly re as) toe 12 Ast20 OnerGreacht Consonant ad or eget) ee % (© ASte2 Coto Case Sie Pint aan Caos = ee 1G ASDI2 Other Promissory NoteCetectons Case. 8 {Abn Celecton Case Purchased Debt (Chad Of Consume ett Stun crater uns’? St Tesumce Cowrage 8) | O AEDIS lnsstanca Coverage (rl mpl) 1258 © At008 ConracilFaud 123s overcereayan [Dasa Tors rerroce 4235 10 neta? ner ConactDzpAeinetinscdisumcatautnogignnce) — |1,2.3.9 Seema APIO Eman OomsnCerdenaten Number pee 26 | wranntenionsy [enemas wrneivioncaee 26 5 © AIOE wonpge Feo ae Ober Real Pope zs) | Ao. cutie 26 1 ASS60 Omer Rel rope inet eran, nore redone) | 2.8 4, [ omnia Comoe] acon Una Dana Commer pot geo wong even) ai 3 [Demet onagerteen | acco vam Deber Rei taser wend ete) an 2 i pumeoesin [a Acozrnmad Oui Pen Focionee zen oe Uniawké Oetainer-Origs (28) | (0 A622 UniaufulDelsiner-Dags 26.11 Frew me are CIVIL CASE COVER SHEET ADDENDUM Toca Rule 23 “rc pereed3.o8 AND STATEMENT OF LOCATION Page zor ech 1 Paget 19 = bos 1p = 1704800112 = 060 Type » oxen(wage 20 of 2) as penioe oven o aa a B TC aepaie i case Coe Steet Typect Aeon Resse See Sep 3 Category (Checkers) ‘tone ee 238 3 | Petionrenrotonciny [ABTS Peon to CompeConteicae Aran 28 é 1D. ASISY Wt Amrisratie Mandamis 28 3 | wearmanateroy | Aste wit Mandarascntinted out Case Mater 2 3 G_AB1S3.Whit- Other Linted Cour Cove Review 2 ier tc Rewew(e9) [CD ABIED Orer Wail Reow 28 ig__ [Amteiode Recon (5) [AGIOS Anta ade Regsaton Tae 3 ‘Construction Dateet(10) | (7 AGOO7 Construction Detect 423 2 | CememengnaiTon [jaan cate mevigns Ton tae : S| secuistiipion aay | 6005 Sseutis igaon Case 128 DL ean [9 A To Tove tase E | Mpumer cover eine Try aso aon Conagusubogaion(corporcare oa) 1.258 ASL) Sate Sate rem Zan . 1 Ast60 Abstact ot ugment 26 u nocamam | 1 ASIY Covent yan ees) 28 g (of Judes (20) 1D AB140 Administrative Agency Arar (not unpaistaxes) 28 as 1 ASt14 Pease Eneyef aeons Tox 2s 1D ABHT2 Otter Enrcementc gran Case 2.8.9 00) 1 ABIND Rasteeing (ICO) Coe 728 u © Aer Osco Oay BG ea RSPR ee muue BS | everseecteszoon} 2 |e asars ce: comnts Complaint Case ro oten compet) nae 2s {D800 Other Chil Complaint (non dortinon-complen) 128 PareeaneComaaton 15 asia Patzentip and Capea Govmance Case 28 1D ASIZY Cal Hraseent 238 38 1 ASI23 WoriaceHesament 2.39 ze . ase , FS | onereuensnm [2 A852 Setetomrnsn nec 239 3 SpeciedAtove| (42) |. ABtG0 Electen Cones ; as Epson ener . 126170 Petion tor Rete tom ate sen aw aie a © ABD Oaereo Pein A Gow 1 Reva) CIVIL CASE COVER SHEET ADDENDUM ‘ocala 23, asc Approve 0-04 AND STATEMENT OF LOCATION Page 3014 Doct 1 Paged 20 - boa 2D = 1704800132 ~ Goo type = OMENerage of 2 a e e rer con Productions LLC v. Voltage Pictures, LLC mani ‘Step 4: Statement of Reason and Address: Check the appropriate boxes for the numbers shown under Column C for the type of action that you have selected. Enter the address whichis the basis forthe filing location, including zip code. (No address required for class action cases), REASON: 111 NHS 01,02.03.04.05.06.07.08.0 9.010.011, |os Angeles, CA s0012 Los Angeles lca | so012 Step 5: Certification of Assignment: lcertify that this case's properly fled in the Centrat Distriet af the Superior Court of California, County of tos Angeles [Code Civ. Proc. §3972 et seq, and Local Rule 2.3(a){1KEN. oe 928 2017 LO Belen oF ariomiermuNGPAAT PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLY COMMENCE YOUR NEW COURT CASE: (riginal Complaint or Petition, 't fling @ Complaint, a completed Summons form for issuance by the Cletk. Civil Case Cover Sheet, Juceia! Council form CM-010. i cate Coversheet Aacendum a Satent of Laon frm, LAGHY 108, LASC Approved 02-08 (Re, Payment in full ofthe fling fe, unless there is cour order for waver, pal or scheduled payments. 8. A signed order appointing the Guardian ad Liter, Judicial Council form CIV-010, ifthe plaintitfor petitioners a minor under 18 years of age will be required by Court in order to issue a summons. 7. Additonal copies of documents to be conformed by the Clerk. Copies of the cover sheet and this addendum ‘must be Served along with the summons and complaint, or other iiating pleading in the case. a a GREW 109 Rowe) CIVIL CASE COVER SHEET ADDENDUM {ecal Rule 23 ASC Approved 2204 AND STATEMENT OF LOCATION Page 4 of4 ‘Doct 1 vagee 21 - noo 19 = 4704800132 - oo type ~ OTE