GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER, 1900 Avenue ofthe St RUST ea Los Angeles, Califor BERTRAM FIELDS (SBN 024199), Briclds Qe firm.com CHARI CShephardi KELLY M. KRaney@ggfirm.com GREENBERG GLUSKER FIELDS. CLAMAN & MACHTINGER LLP 1900 Avenue of the Stars, 21st Floor Los Angeles, California 90067-4590 Telephone: 310.553.3610 Fax: 310.553.0687 \gefirm.com SANE (SBN 288104) Attorneys for certain Defendants and Cross- Complainants Robson Orr Entertainment, Considered Entertainment, LLC, Ratpac . SHEPHARD (SBN 078129) ORIGINAL sipoioh tE., 9 Court of Cato Seino Loe wane MARL 2018 = Cork Entertainment, LLC, OA3, LLC, CBLS Corp. and Demarest Films, LLC SUPERIOR COURT OF THE STATE OF CALIFORNIA. COUNTY OF LOS ANGELES REGENCY ENTERTAINMENT (USA), INC., a California corporation; and MONARCHY ENTERPRISES S.ARL. a Luxembourg company, , Plaintiffs, v. TATIRA 2, LLC, a California limited liability company; CBLS CORP... a California corporation; CONSIDERED ENTERTAINMENT, LLC, a Delaware limited liability company; DEMAREST FILMS, LLC, a Delaware limited liability company; OA3, LLC, a Delaware limited liability company; RATPAC ENTERTAINMENT, LLC, a Delaware limited liability company; ROBSON ORR ENTERTAINMENT, LLC, a Delaware limited lability company; WINDSOR MEDIA, INC., a California corporation; WORLDVIEW ENTERTAINMENT PARTNERS IX, LLC, a Delaware limited liability company; and DOES 1 through 10, inclusive, Defendants. 15226-0000272997070.1 Case No. BC687109 CROSS-COMPLAINT FOR BREACH OF ORAL CONTRACT, FRAUD, RESCISSION, BREACH OF WRITTEN CONTRACT AND AN ACCOUNTING (Jury Trial Demanded) Assigned To: Hon. Michael L. Stern Action Filing Date: December 15, 2017 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN ROBSON ORR ENTERTAINMENT, CONSIDERED ENTERTAINMENT, LLC, RATPAC ENTERTAINMENT, LLC, 0A3, LLC, CBLS CORP., and DEMAREST FILMS, LLC, Cross-Complainants, v. ARNON MILCHAN, REGENCY ENTERTAINMENT (USA), INC MONARCHY ENTERPRISES SARL. and DOES 1 through. 10, Cross-Defendants. Cross-Complainants allege the following: PRELIMINARY STATEMENT Based on the fraudulent promises of Arnon Milchan, a well known Israeli producer and distributor, cross-complainants and their fellow investors put up the cost of producing ofa moderately budgeted film, directed by and starring Warren Beatty, an Academy Award winning actor and director with a worldwide reputation for excellent films. The investors had high hopes for the film, buoyed by Milchan’s false promises. ‘The film was generally well reviewed and should have been at least a moderate success at the box office and possibly a significant hit. Instead, despite its quality and generally favorable reviews, the film became a total box office failure in the U.S. and was given virtually no release at all in overseas theatres. The evidence will show that this unexpected and unnecessary disaster-was the result of the extraordinary breach of contract and fraud by Milchan and his controlled companies. That provable misconduct led inexorably to the unnecessary but complete financial failure of a promising film, resulting in cross-complainants losing every penny of their sizeable investment. #5226-0000272937070.1 2 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP ByeU Ste EF 58 2 <2 2 53 Cea Aue on 10 u 12 13 4 15 16 7 18 19 20 a 2 23 24 25 26 21 28 Milchan and his companies seek by their lawsuit to significantly increase the investors’ already substantial loss by exacting still more money from them ~ money to which Milchan’s companies are not entitled. Defendants’ Answer and this Cross- Complaint by the investors seek to redress the harm Milchan and his companies have already caused and to avoid the significantly increased harm Milchan seeks to impose on them. FIRST CAUSE OF ACTION (Breach of Oral Contract — Against Ammon Milchan) 1. Cross-complainants invested in the motion picture “Rules Don’t Apply” (the “Picture”), which was to be distributed by Regency Entertainment (USA), Ine. and Monarchy Enterprises $.A.R.L. (called the “Regency Distributors”). 2. Cross-complainants are informed and believe and, on that ground, allege that the Regency Distributors are corporations or LLCs conducting business as financiers, producers and distributors of motion pictures. Arnon Milchan (“Milchan”) is a well- known and highly experienced motion picture executive, an Istaeli citizen, but a long time resident of Los Angeles County, California. Milchan, or entities owned or controlled by him, are the principal shareholders, owners and representatives of the Regency Distributors. 3. The true names and capacities of cross-defendants named herein as Does 1 through 10 are unknown to cross-complainants who therefore sue said cross-defendants by such fictitious names. Cross-complainants will ask leave of this court to amend this complaint to show their true names and capacities when,the same have been ascertained. Cross-complainants are informed and believe, and, on that ground, allege, that Does 1 through 10 were responsible, in some manner, for cross-defendants’ acts hereinafter alleged, for which they are also liable to cross-complainants. 4. During 2013, before the contracts alleged in the complaint were signed, Milchan represented to the principal officers of Tatira 2 and CBLS Corp. that he was 183226-0000272937070.1 3 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGi Rl G88 gxbe aszg Beas case S255 gets eee agiz geet g°3s BEE BBE 3 2 & Socwrxaunewn MW 1B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 putting up a part of the $30 million cost of producing the Picture; and Milchan entered into an oral contract with them (the “Milchan Contract”), expressly intended and made by the parties to benefit all of the investors in the Picture. In that contract, Milchan promised that, if cross-complainants and their fellow investors agreed to put up the rest of the cost of production, Milchan would actively function as lead producer of the Picture, would personally and actively supervise its marketing and distribution, would personally stay in regular and meaningful consultation with Beatty, the Picture’s director, throughout its making, marketing and distribution and would personally make sure that the Picture was treated as a first class film in every respect. The Milchan Contract is enforceable by cross-complainants as intended third party beneficiaries of that contract. 5. Cross-complainants and their fellow investors did all things required of them under the Milchan Contract to entitle them to enforce Milchan’s promises thereunder. They agreed to invest and invested over $27 million of the $30 million cost of producing the Picture, while Milchan’s company invested only the balance; and cross- complainants are in no manner or respect in breach of the Milchan Contract. The Picture was produced and was released in November 2016. It received generally favorable reviews. Examples of those reviews are attached as Exhibit “A” hereto. 6. Milchan, however, willfully and materially failed and refused to perform his promises under the Milchan Contract. For example, Milchan totally failed and refused to function as producer of the Picture, failing and refusing personally or actively to supervise the making, marketing or distribution of the Picture and generally absenting himself from cach of those critical phases of his promised responsibilities. Milchan also failed and refused to remain in regular, meaningful consultation with Beatty, the director of the Picture, during its making, marketing and distribution, and failed and refused to ensure that the Picture was treated in every respect, or any respect, as a first class film, all of which caused the Picture’s disastrous box office results and the loss of cross- complainants’ entire investment. 3226.000022937070.1 4 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN BOT ST eG 7. Asa direct and proximate result of the foregoing acts and omissions of Milchan in willfal and material breach of the Milchan Contract, cross-complainants suffered monetary damages which they are informed and believe and, on that ground, allege exceed $20 million, and, if cross-complainants were held liable for a claimed distribution shortfall, would excéed $40 million. SECOND CAUSE OF ACTION (Fraud — Against All Cross-Defendants) 8. Cross-complainants incorporate by reference paragraphs | through 6 hereinabove as though fully set forth herein, 9. During late 2013, to induce cross-complainants to make their investment in the Picture and to sign P & A Shortfall Guarantees, cross-defendants, including Milchan, acting as an individual and also as an authorized agent and representative of the Regency Companies, made the misrepresentations and concealed the facts alleged hereinbelow, all with intent to deceive and with knowledge that his representations were false and misleading and that the facts he concealed were essential to prevent his affirmative statements from being false and misleading, a, Having insisted that he be publicly billed, advertised and proclaimed as the lead “producer” of the Picture and that his companies receive a share of the Picture’s gross receipts, Milchan falsely promised cross-complainants that, he would. actively function in the critical role of the Picture’s lead producer and would personally and actively supervise its marketing and distribution, In making those promises, Milchan knew that they were false and had no intention of actively functioning as a producer or personally and actively supervising the marketing or distribution of the Picture. In fact, he did not function as a producer of the Picture and had no significant involvement in supervising its marketing or distribution, absenting himself totally from such involvement and from the required functions of a producer, for example, never attending any filming session, going only once to the editing rooms, sleeping through the only screening of the 83226-00002/2937070.1 5 (CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP 1900 Avenue ofthe Stars, 215t Floor Los Angeles, California 90067-4590 Picture he attended before the editing was completed, and turning over supervision of the Picture’s marketing and distribution to his son, Yariv Milchan, who had neither the experience nor the skill riecessary to perform those critical functions. Among other results of Milchan’s utter failures to keep his false promises concerning marketing, the Picture was so poorly and ineffectively marketed that it had a disastrous public “unaided awareness” score of only 1% at the time of its release. b. While making such affirmative representations to cross-complainants, about the key role he would play as lead producer and in supervising the marketing and distribution of the Picture, Milchan concealed from cross-complainants that he did not intend to play any significant role as a producer of the Picture or in supervising the | marketing or distribution of the Picture and intended essentially to absent himself from those functions so critical to the film’s financial success. Milchan also concealed from cross-complainants that his personal dependencies and disabilities, his need to sell his company and to raise a vast and critical loan, and his direct involvement in an Istaeli bribery case, would, in any event, prevent or severely hamper his playing any active role in producing and supervising the making, marketing or distribution of the Picture. ¢. Milchan falsely promised cross-complainants that, throughout the making, marketing and distribution of the Picture, he would personally remain in regular and meaningful consultation with the director of the Picture. -In fact, Milchan had no intention of keeping his promise in this regard and did not do so. On the contrary, as Milchan intended when he made the foregoing false promise, he subsequently announced that he would not want to speak to the director about the Picture and failed and refused to consult in any significant way with the director, Bing or any other representative of the investors about making, marketirig or distributing the Picture, even instructing his son Yariv, who Milchan put in charge of supervising the Picture’s marketing and distribution, to avoid consulting with the director about those critical processes. For example, following Milchan’s instructions, Yariv falsely represented to the director that he was absent from the studio when the director tried in vain to meet him there to discuss 3226.000022937070.1 6 CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTING:GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP 1900 Avenue ofthe Stars, 21st Floor Las Angeles, California 90067-4590 gterstce distribution of the Picture. In fact, Yariv was present at the studio at the time; but, based on his father’s instructions, he simply lied to the director to avoid consulting with him, d. While making positive statements about his regularly consulting with the director of the Picture, concerning its making, marketing and distribution, Milchan concealed from cross-complainants that he had no intention of consulting with him in any significant way and Milchan did not engage in such consultation. e. Cross-defendants falsely promised cross-complainants that, in its distribution, the Picture would be treated in every respect as a first class film, distributed in theatres and on home video in all major territories and in all territories in which ‘Twentieth Century Fox (“Fox”) customarily distributes and would be distributed in pay and free TV and put through cross-defendants’ lucrative television output deals. In making those promises, cross-defendants did not intend that they would necessarily keep their promises or that the Picture would necessarily be treated as a first class film or would necessarily be distributed as so promised, and cross-defendants did not treat the Picture as a first class film or distribute it as so promised. On the contrary, since production and domestic marketing and distribution of the Picture was primarily financed by others, cross-defendants intended that they might well direct their efforts and attention to other more expensive pictures financed by them. And, in fact, cross-defendants did direct their efforts and attention to “A Cure For Wellness” and “Assassin’s Creed,” two films in which they made substantial investments and which were vastly more expensive to produce, market and distribute than the Picture (¢.g., $150 million to produce “Assassin’s Creed” and $49 million to produce “A Cure For Wellness,” as apposed to their investing only $2.5 million to produce the Picture) and which films, unlike the Picture, had received disastrously poor critical reviews. For example, according to “Rotten Tomatoes,” the “Top Critics” reported 63% “fresh” (i.e., good) reviews for the Picture vs. only 17% “fresh” ({.e., good) reviews for “Assassin’s Creed” and 29% “fresh” (i.e., good) reviews for “A Cure For Wellness.” Cross-defendants did not act effectively or even reasonably in marketing or distributing the Picture as would have been necessary and would have ssmcaoonass0701 7 (CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGStars, 215t Floor nia 90067-4390 ‘& MACHTINGER LLP. 1900 Avenue of Los Angeles, Cali GREENBERG GLUSKER FIELDS CLAMAN 188 we oN Socwmrirx.9a occurred in the case of a first class film. For example, although there were good reviews, for the Picture, cross-defendants took out few, if any, ads quoting those reviews, and cross-defendants failed to provide posters, devices and artwork displays to the theatres where the Picture was to play and, as a result of the utter failure of cross-defendants’ marketing, public awareness of the Picture at the time of its opening was only 1%, a marketing disaster; and, three days after the opening of the Picture, Milchan directed that no further money be spent on advertising or promoting the Picture. And cross-deferidants did not even release the Picture in theatres in most foreign territories in which Fox customarily distributes and in which any fist class film would have been theatrically released, and, because, unlike the domestic release, the cost of overseas distribution was to be borne by cross-defendants themselves, even in those few isolated foreign territories in which the film was theatrically released, cross-defendants spent virtually nothing on advertising or promotion, so that the truncated release of the Picture overseas remained essentially unknown to the general public overseas, resulting in what was essentially no, theatrical revenue from the entire world outside the U.S., a disastrous result that, in itself, cost cross-complainants the loss of their investment. £ While making such positive statements to cross-complainants about the first class marketing and distribution that would be accorded the Picture, éross- defendants concealed that, contrary to what they said, they would not distribute the Picture as they represented if, for example, they had self-financed, more expensive films, to distribute at or about the same time, in which case their priority would be to devote their time, attention and efforts to distribution and marketing of those vastly more expensive, self-financed films rather than to give the Picture, production of which they were not financing, treatment in every respect — or in any respect — as a first class film and that they might not even distribute the Picture in theatres in major territories since cross- defendants had to pay the cost of distribution, 10. As Milchan and cross-defendants knew, their affirmative representations were false, and full disclosure of the matters they concealed was necessary to prevent their '83226.000022937070.1 8 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP 1900 Avenue ofthe Stars, 21st Floor Los Angeles, California 90067-4590 Ret ST ee affirmative statements from being materially misleading. In reasonable reliance on the foregoing representations and unaware that those representations were false or of the matters concealed from them, all as alleged hereinabove, cross-complainants agreed to and did invest most of the $30 million cost of producing the Picture, and signed documents (the “P & A Shortfall Guarantees”) purporting to obligate cross-complainants to pay any.““distribution shortfall,” i.e., the amount by which the total gross receipts of the Picture in the U.S. are even less than the costs of its U.S. distribution, a'sum cross- defendants now claim exceeds another $20 million. In further such reasonable reliance, cross-complainants paid out substantial sums in attorneys’ fees and expenses, as well as expending their own time and effort in negotiating and reviewing the relevant agreements and in preparation for production and distribution of the Picture. 11. Contrary to his false promises and representations, Milchan failed to render any material services as producer of the Picture, generally absenting himself from the making, marketing and distribution of the Picture, and leaving supervision of the critical process of marketing and distributing the Picture to his son, Yariv, who had neither the skill nor the experience to do the job; and Milchan failed and refused to consult in any material or regular way with the director, or with Bing or any other representative of the investors, during the making, marketing or distribution of the Picture. In addition, eross- defendants failed and refused to treat the Picture as a first class picture, or to distribute it as they represented, For example, because cross-defendants had to pay any overseas distribution expenses, they failed and refused to distribute the Picture in theatres in most territories where Fox customarily distributes, and, even in those few overseas countries in which the Picture was theatrically released, there was no material advertising or promotion, and the Picture’s “run” was severely truncated, And cross-defendants failed and refused to provide reasonable or effective marketing or distribution of the Picture or the expenditures required for such marketing. The Picture received generally good reviews; but, as a proximate result of cross-defendants’ utter failure to perform their false and fraudulent promises, its marketing and distribution was a disastrous failure, 83226-0000272937070.1 9 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN 1900 Avenue ofthe Stars, 213 Los Angeles, California $006 BOC STeeO Ce wane on 10 rrr 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 rai 28 eliminating any chatice of cross-complainants recouping their investment of in excess of $20 million and even subjecting them to the claim of an additional $20 million loss for an asserted distribution shortfall. 12. — Cross-complainants first learned of the matters concealed from them by cross-defendants and first suspected that cross-defendants had never intended to keep their promises and had thus committed fraud during 2017. Prior to-that point, they were aware that cross-defendants had not kept some of their promises but did not yet realize that those promises were fraudulent. 13. During November, 2017, continuing and aggravating their fraudulent conduct, cross-defendants falsely and fraudulently claimed that an extraordinary distribution shortfall of $20 million had been incurred on the Picture and demanded that cross-complainants and the other investors immediately pay that sum to cross-defendants. Cross-defendants intentionally and fraudulently overstated the amount of any claimed P & A Shortfall; and, if there was any distribution shortfall at all, it is significantly less than the $20 million cross-defendants have represented; and any distribution shortfall that may exist is the direct and proximate result of cross-defendants’ fraud and material breach of contract. . 14. Asa direct and proximate result of the fraudulent representations and concealment alleged hereinabove, cross-complainants have been damaged in a substantial sum, which cross-complainants are informed and believe and, on that ground, allege exceeds the sum of $20 million and, if cross-complainants were held liable for the claimed distribution shortfall, would exceed $40 million. THIRD CAUSE OF ACTION (In the Alternative, For Rescission of the So-Called “P & A Shortfall Guarantees” ~ Against the Regency Distributors) 15. Cross-complainants incorporate by reference paragraphs 1 through 13 hereinabove as though fully set forth herein. #5226-0000272937070.1 10 CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGi i z 5 g 5 2 g GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP. Los Ang QT? ST £8 16. _ In addition to the pervasive fraud alleged hereinabove, cross-defendants’ inaccurate and inflated demand for substantial payments from cross-complainants that are not, in fact, payable, based on a claimed, but inflated, P & A Shortfall, constituted a repudiation by cross-defendants of the documents called P & A Shortfall Guarantees and the material breach by cross-defendants of the covenant of good faith and fair dealing implied in those documents. . 17. _ By reason of cross-defendants’ fraud, repudiation and breach alleged hereinabove, cross-comiplainants are entitled to rescind and cancel the P & A Shortfall Guarantees and, by this action, do rescind and cancel them, FOURTH CAUSE OF ACTION (Breach of Written Distribution Agreement ~ ___ Against the Regency Distributors) 18. _ Cross-complainants incorporate by reference paragraphs 1, 2 and 3 hereinabove as though fully set forth herein. 19. During December 2013, defendant Tatira 2 entered into the written agreement with the Regency Distributors attached as Exhibit “A” to the Complaint (the “Distribution Agreement”). In addition to benefiting Tatira 2, the obligations of the Regency Distributors under the Distribution Agreement were expressly intended by the parties thereto to benefit cross-complainants and are enforceable by cross-complainants as intended third party beneficiaries of those obligations. 20. Except to the extent excused by cross-defendants’ breach as alleged hereinbelow, Tatira 2 fully performed its obligations under the Distribution Agreement and is in no manner or respect in breach thereof. . 21. The Regency Distributors were and are in willful and material breach of provisions of the Distribution Agreement intended to benefit cross-complainants as well as Tatira 2. Such acts of breach include but are not limited to cross-defendants’ failing and refusing to provide Milchan’s services as producer, failing and refusing to consult '83226-000022937070.1 W CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP. 1900 Avenue ofthe Stars, 21st Floor Los Angeles, California 90067-4590 QTets Sh £8 Soca rxaun won rat 13 14 HE) 16 7 18 19 20 21 22 23 24 25 26 2 28 meaningfully or as promised with the director, during the making, marketing and distribution of the Picture, which consultation was to be carried out by Milchan; failing and refusing to act reasonably or prudently in the marketing or distribution of the Picture so that, for example, there were few if any review ads and no material artwork displays for the theatres, and the Picture had only a disastrous. 1% “unaided awareness” score at the time of its release, and cross-defendants failed and refused to treat the Picture as a first class theatrical feature, failing and refusing to release it in theatres and in home video in all major territories and in all territories in which Fox customarily distributes, failing and refusing to distribute the Picture theatrically in most overseas territories and, in the few territories where it was distributed in any theatre, cross-defendants failed and refused to spend any material sums on advertising or any other marketing or to provide anything other than a severely truncated theatrical run, so that virtually no revenue was received from theatrical distribution in most of the world. And cross-defendants failed'and refused to distribute the Picture on pay and free television as agreed, failed and refused to support the Picture financially, violated the confidentiality provisions of the Distribution Agreement, failed and refused to obligate Fox to comply with the provisions of the Distribution Agreement, failed to provide reasonable detail in a purported notice of a P & A Shortfall, falsely and fraudulently overstating the amount of any claimed P & A Shortfall and demanding sums from cross-complainants that were not payable; and cross- defendants violated the implied covenant of good faith and fair dealing inherent in the Distribution Agreement as in every contract. Each of the provisions so violated by the Regency Distributors, including the implied covenant of good faith and fair dealing, was intended for the benefit of cross-complainants, as well as Tatira 2. 22. Asadirect and proximate result of the Regency Distributors’ breach of the provisions of the Distribution Agreement intended to benefit cross-complainants as well as Tatira 2, cross-complainants have suffered substantial monetary damages, which they are informed and believe will exceed the sum of $20 million and, if cross-complainants 83226.000022937070.1 2 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN Socwmrxanuevn ul 12 13 4 15 16 7 18 19 20 21 22 23 24 25 26 27 28 were held liable for the claimed distribution shortfall, would further increase those damages. FIFTH CAUSE OF ACTION ’ (In the Alternative, For an Accounting — Against the Regency Companies) 23. Cross-complainants incorporate by reference paragraphs 1 through 22 hereinabove as though fully set forth herein. 24. As arresult of the foregoing facts, a dispute has arisen between the parties as to whether, if the so-called “P & A Shortfall Guarantees” were held enforceable, cross- complainants owe $20 million or any sum at all as a distribution shortfall pursuant to any obligation under those documents. Accordingly, cross-complainants are entitled to an accounting of the actual receipts of the Picture and the actual expenses of its distribution and as to whether there is any actual distribution shortfall and, if there is, as to the actual amount thereof. WHEREFORE, cross-complainants pray judgment as follows: 1. For damages against all cross-defendants jointly and severally in the sum of $50 million or such other and greater sum as shall be found; 2. For cross-complainants’ attorneys” fees and disbursements; 3. For exemplary damages against all cross-defendants in an amount sufficient to punish them and deter further fraudulent conduct; 4, For judgment that the so-called “P & A Shortfall Guarantees” have been rescinded and are of no further force or effect; : 5. Inthe alternative, for an accounting of the gross receipts of the Picture and of the expenses of its distribution in order to determine what sum, if any, is due and payable to cross-defendants; and §3226-000022937070.1 13 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTINGGREENBERG GLUSKER FIELDS CLAMAN 6. For costs of suit and such other relief as the Court shall determine. DATED: March 14, 2018 13226.0000272937070 1 GREENBERG GLUSKER FIELDS. CLAMAN & MACHTINGER LLP By: BERTRAM FIELDS (SBN 024199 Attorneys for Defendants Tatira 2, LLC, CBLS Corp., Considered Entertainment, LLC, Demarest Films, LLC, OA3, LLC, Ratpac Entertainment, LLC and Robson Orr Entertainment, LLC, and Cross-Complainants Robson Orr Entertainment, Considered Entertainment, LLC, Ratpac Entertainment, LLC, OA3, LLC, CBLS Corp. and Demarest Films, LLC 14 ‘CROSS-COMPLAINT FOR BREACH OF CONTRACT, FRAUD, RESCISSION AND AN ACCOUNTING