Chuck Woolery Suit

2:18-cv-11023-AJT-SDD Doc # 1 Filed 03/29/18 Pg 1 of 9 Pg ID 1
UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
TWO AND TWO BROADCASTING

NETWORK, L.L.C. and CHARLES
WOOLERY,
Plaintiffs,
v Case No.
NATURE’S HEALTH CONNECTION,

INC.,
Defendant.
_________________________________/
SCHWARTZ LAW FIRM, P.C.

By: Jay A. Schwartz (P45268)
Mary A. Mahoney (P41568)
Attorneys for Plaintiffs
37887 West Twelve Mile Road, Suite A
Farmington Hills, Michigan 48331
(248) 553-9400
(248) 553-9107 / Facsimile
jschwartz@schwartzlawfirmpc.com
mmahoney@schwartzlawfirmpc.com
__________________________________/
PLAINTIFFS’ COMPLAINT and JURY DEMAND
NOW COME Plaintiffs, Two and Two Broadcasting Network, L.L.C. and
Charles Woolery, by and through their attorney, Schwartz Law Firm, P.C., and for
their Complaint against Defendant, Nature’s Health Connection, Inc., state:
1
PARTIES, JURISDICTION, AND VENUE

1. Plaintiff, Two and Two Broadcasting Network, L.L.C. (“Two and Two”)
is a Michigan limited liability company, whose members are Charwool Production,
Inc., a California corporation, and Western Communication Corp., a Michigan
corporation.
2. Plaintiff Charles Woolery (“Woolery”) is an individual residing in
Horseshoe Bay, Texas.
3. Defendant Nature’s Health Connection, Inc. (“NHC”) is a Kentucky
corporation.
4. Complete diversity exists between the parties and the amount in
controversy for this action exceeds $75,000.00, thus conferring jurisdiction to this
Court pursuant to 28 U.S.C. § 1332.
5. Venue is proper in this Court pursuant to 28 U.S.C. § 1391.
NATURE OF ACTION
6. Two and Two is a media company that provides celebrity and expert
endorsements and produces podcasts, radio programming and web based news and
content. Charles Woolery is a celebrity who renders services for and owns, through
another entity, Two and Two. NHC sells consumer packaged goods. In March 2013,
NHC desired to engage Woolery as a celebrity company spokesperson to promote its
products. The typical fee for such services is $300,000 per year. NHC was a small,
struggling company that indicated it could not afford the typical fee. NHC represented
2
that it (the company) would be sold within 5 years and was willing to pay Two and
Two 5% of the gross sales proceeds for Woolery’s services in lieu of the annual fee.
Two and Two agreed. Woolery thereafter served as NHC’s spokesperson and
promoted its products. He participated in approximately a dozen television spots, a
dozen radio spots, multiple photo shoots holding NHC products and served as the face
of the company on its website. He provided valuable public relations/promotion
services for NHC’s benefit through guest appearances on shows. He facilitated the
gathering of testimonials and pictures of other celebrities holding NHC’s products.
NHC used Woolery’s celebrity status in order to get product into many retailers.
Almost all of Woolery’s services rendered occurred, or originated, in Wayne County,
Michigan. During the period that Woolery served as the company spokesperson and
promoted its products, NHC’s product sales grew significantly. Despite Plaintiffs
doing everything requested of it, NHC refused to sell the company within 5 years,
despite having multiple opportunities to do so, for prices far in excess of its value per
an appraisal that it had obtained. NHC has never provided remuneration to Two and
Two or Woolery for the substantial benefits it received.
GENERAL ALLEGATIONS
7. Two and Two is a media company located in Wayne County, Michigan
that provides celebrity and expert endorsements and produces podcasts, radio
programming and web based news and content.
3
8. Woolery is a celebrity spokesperson that works for Two and Two.
9. NHC sells consumer packaged goods primarily in the cosmetics industry
within the wholesale trade – nondurable goods sector.
10. In the Spring of 2013, Phil Maddox (“Maddox”), President of NHC,
approached Mark Young (“Young”), Manager of Two and Two, and expressed a desire
to hire Woolery to serve as a celebrity spokesperson for NHC and to promote its
products.
11. Young told Maddox that the annual fee for Woolery’s services was
$300,000.
12. Maddox represented to Young that NHC was a small and struggling
company that couldn’t afford the annual fee, but that the business would be sold within
five years and if Woolery served as a celebrity spokesperson and promoted its
products, NHC would pay Two and Two 5% of the gross sales proceeds at the time of
sale in lieu of the annual fee and Young, on behalf of Two and Two, agreed (the
“Agreement”).
13. A few weeks later and prior to his shooting the first commercial for
NHC’s product Australian Dream, Woolery spoke to Maddox who reaffirmed the
Agreement, telling Woolery that the sale would never be longer than 5 years because
he (Maddox) planned on being out of the business and retiring by that time.
14. Woolery thereafter served as NHC’s spokesperson.
4
15. Woolery participated in approximately a dozen television spots, a dozen
radio spots, multiple photo shoots holding NHC products and served as the face of the
company on its website.
16. Woolery made at least 5 trips from out of state to Redford, Michigan
where the commercials and radio spots were recorded.
17. Woolery provided valuable promotion/public relations services for NHC’s
benefit through guest appearances on shows where NHC’s products were promoted.
18. Woolery facilitated the gathering of testimonials for NHC’s products.
19. Woolery assisted in the gathering of pictures of other celebrities holding
NHC’s products.
20. NHC used Woolery’s celebrity status in order to get product into many
retailers.
21. The revenue from NHC’s product sales significantly increased during the
period that Woolery rendered the celebrity spokesmen and/or promotion services.
22. During the 5 years after the parties entered into the Agreement, NHC
received multiple offers from parties wishing to buy NHC and pay money far in excess
of that to which its value had been appraised.
23. NHC rejected all offers.
24. More than 5 years has elapsed since the parties entered into the
Agreement and NHC has not sold the business.
5
25. Despite rendering all celebrity spokesperson and promotion services for
NHC as agreed, NHC has not compensated Two and Two and/or Woolery.
COUNT I
BREACH OF CONTRACT
26. Plaintiffs repeat and reallege paragraphs 1 through 25 as though each
were restated verbatim.
27. Two and Two and NHC entered into the Agreement.
28. Two and Two has fulfilled all of its obligations under the Agreement.
29. In breach of the Agreement, NHC has rejected multiple offers to sell its
business and pay Two and Two 5% of the gross sales proceeds.
30. As a direct and proximate result of NHC’s breach of the Agreement, Two
and Two has been harmed.
WHEREFORE, Plaintiff, Two and Two Broadcasting Network, L.L.C.,
respectfully requests that this Court enter a judgment in its favor and against
Defendant, Nature’s Health Connection, Inc. for an amount well in excess of
$75,000.00, together with such further legal and/or equitable relief as this Court deems
just.
COUNT II
QUANTUM MERUIT

6
32. For many years, Woolery rendered celebrity spokesperson and promotion
services for the benefit of NHC.
33. NHC received the benefit of the services rendered by Woolery.
34. NHC has never compensated Two and Two or Woolery for the services
rendered.
35. It is unjust and inequitable for NHC to retain the benefits provided by
Two and Two and Woolery without providing paying adequate compensation.
WHEREFORE, Plaintiffs, Two and Two Broadcasting Network, LLC and/or
Charles Woolery respectfully requests that this Court enter a judgment in their favor
and against Defendant, Nature’s Health Connection, Inc. for an amount well in excess
of $75,000.00, together with such further legal and/or equitable relief as this Court
deems just.
COUNT III
PROMISSORY ESTOPPEL
37. In 2013, NHC made a promise to Two and Two and Woolery that if
Woolery provided celebrity spokesperson and promotion services for NHC’s products
and didn’t charge a standard annual fee, then when NHC sold its business, which sale
7
would occur within the next 5 years, NHC would pay 5% of the gross sales proceeds as
compensation for the services rendered.
38. NHC should reasonably have expected that its promise would induce
action of a definite and substantial on the part of Two and Two and Woolery.
39. NHC’s promise in fact produced reliance on the part of Two and Two and
Woolery as the celebrity spokesperson and promotion services were thereafter
provided for multiple years without compensation.
40. NHC’s promise must be enforced if injustice is to be avoided.
WHEREFORE, Plaintiffs, Two and Two Broadcasting Network, L.L.C. and/or
Charles Woolery, respectfully request that this Court enter a judgment in their favor
and against Defendant, Nature’s Health Connection, Inc., for an amount well in excess
of $75,000.00, together with such further legal and/or equitable relief as this Court
deems just.
By: /s/ Jay A. Schwartz

Attorney for Plaintiffs
(248) 553-9400
Dated: March 29, 2018 (P45268)
8
PLAINTIFFS’ JURY DEMAND
NOW COME Plaintiffs, Two and Two Broadcasting Network, L.L.C. and
Charles Woolery, by and through their attorney, Schwartz Law Firm, P.C., and hereby
demand a Trial by jury of the within cause.
By: /s/ Jay A. Schwartz

Attorney for Plaintiffs
(248) 553-9400
Dated: March 29, 2018 (P45268)

Chuck Woolery Suit

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2:18-cv-11023-AJT-SDD Doc # 1 Filed 03/29/18 Pg 1 of 9 Pg ID 1

UNITED STATES DISTRICT COURT

TWO AND TWO BROADCASTING

NATURE’S HEALTH CONNECTION,

SCHWARTZ LAW FIRM, P.C.

PLAINTIFFS’ COMPLAINT and JURY DEMAND

their Complaint against Defendant, Nature’s Health Connection, Inc., state:

PARTIES, JURISDICTION, AND VENUE

is a Michigan limited liability company, whose members are Charwool Production,

Inc., a California corporation, and Western Communication Corp., a Michigan

2. Plaintiff Charles Woolery (“Woolery”) is an individual residing in

Horseshoe Bay, Texas.

3. Defendant Nature’s Health Connection, Inc. (“NHC”) is a Kentucky

4. Complete diversity exists between the parties and the amount in

Court pursuant to 28 U.S.C. § 1332.

5. Venue is proper in this Court pursuant to 28 U.S.C. § 1391.

NHC desired to engage Woolery as a celebrity company spokesperson to promote its

promoted its products. He participated in approximately a dozen television spots, a

of the company on its website. He provided valuable public relations/promotion

gathering of testimonials and pictures of other celebrities holding NHC’s products.

Almost all of Woolery’s services rendered occurred, or originated, in Wayne County,

Two or Woolery for the substantial benefits it received.

7. Two and Two is a media company located in Wayne County, Michigan

programming and web based news and content.

8. Woolery is a celebrity spokesperson that works for Two and Two.

9. NHC sells consumer packaged goods primarily in the cosmetics industry

within the wholesale trade – nondurable goods sector.

10. In the Spring of 2013, Phil Maddox (“Maddox”), President of NHC,

14. Woolery thereafter served as NHC’s spokesperson.

15. Woolery participated in approximately a dozen television spots, a dozen

company on its website.

where the commercials and radio spots were recorded.

17. Woolery provided valuable promotion/public relations services for NHC’s

18. Woolery facilitated the gathering of testimonials for NHC’s products.

19. Woolery assisted in the gathering of pictures of other celebrities holding

of that to which its value had been appraised.

23. NHC rejected all offers.

Agreement and NHC has not sold the business.

26. Plaintiffs repeat and reallege paragraphs 1 through 25 as though each

were restated verbatim.

and Two has been harmed.

WHEREFORE, Plaintiff, Two and Two Broadcasting Network, L.L.C.,

Defendant, Nature’s Health Connection, Inc. for an amount well in excess of

31. Plaintiffs repeat and reallege paragraphs 1 through 30 as though each

were restated verbatim.

services for the benefit of NHC.

33. NHC received the benefit of the services rendered by Woolery.

WHEREFORE, Plaintiffs, Two and Two Broadcasting Network, LLC and/or

36. Plaintiffs repeat and reallege paragraphs 1 through 35 as though each

were restated verbatim.

compensation for the services rendered.

Woolery as the celebrity spokesperson and promotion services were thereafter

provided for multiple years without compensation.

40. NHC’s promise must be enforced if injustice is to be avoided.

WHEREFORE, Plaintiffs, Two and Two Broadcasting Network, L.L.C. and/or

SCHWARTZ LAW FIRM, P.C.

By: /s/ Jay A. Schwartz

PLAINTIFFS’ JURY DEMAND

demand a Trial by jury of the within cause.

SCHWARTZ LAW FIRM, P.C.

By: /s/ Jay A. Schwartz

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