FREUNDLE Jonathan Bi Freund (SBN 157357) legal.com Craig i Taber (SBN 159763) craig@preundlegal.com 427 North Camden Drive Beverly Hills, CA 90210 Tel: 310-247-2165 Fax: 310-247-2190 Attorneys for Plaintiff, STAN LEE opuranuep copy oeinect phy APR /2 6-078 Shorr . Carter, Executive Oficer/Clee + Bonita Foie Beplity FELED BY SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES No WESTERN DISTRICT PMU iss, STAN LEE, individual, Plaintiff, vs. JERARDO OLIVAREZ, an individual; 999 DOHENY LLC, a California t plicit liabilit HAND OF RESPECT, California limited labiity ‘company; and DOES 1-25 inclusive. 2 Defendants. ed CaseNoz SC 194(X) FIRST AMENDED COMPLAINT FOR: 1. Conversion; 2. Fraud; 3. Financial Abuse of an Elder Cal. Welfare and Institutions Code § 15610.30; 4. ‘ew wear of Name and inder Cal. Civil Code § 5. Common Law Misappropriation of Name and Likeness; anc 6. Demand for Accounting (DEMAND FOR A JURY TRIAL) 1 ‘Complaint8 2 22 23 2 2 26 27 28 ‘Serna cts RR Plaintiff, STAN LEE (“LEE”) hereby files his First Amended Complaint and now complains and alleges as follows: 1. Atall times herein mentioned, plaintiff STAN LEE (“LEE”) has been and now is an individual residing in Los Angeles County, California. He is 95-years old and the creator of hundreds of iconic superheroes such as Spider-Man, Iron-Man, The Hulk, Thor, X-Men, The Black-Panther, and The Avengers. He remains an American Hollywood executive, producer, comic book writer, editor, actor, publisher, television personality, and the former Editor in Chief, Publisher of Marvel Comics, where he is now Chairman Emeritus. 2. Defendant, JERARDO OLIVAREZ (“Olivarez”) is an individual who resides and conducts business in Los Angeles County, California. He is a Member of defendant, Hands of Respect, LLC, as well as a Member of defendant, 999 DOHENY LLC. 3. Defendant, 999 DOHENY LLC (“999 Doheny”), is a California limited liability company conducting business in Los Angeles County, California and is a special- purpose vehicle created by Olivarez and was used to purchase a condominium on the 7" floor of the complex located at 999 Doheny Drive, Beverly Hills, California, 90210 (“Doheny Condo”). 4. Defendant HANDS OF RESPECT, LLC (“H.O.R.”) is a California limited liability company conducting commercial “for profit” business in Los Angeles County, California. Lee and Olivarez formed H.O.R. and are two of its members. 5. The true names and capacities of the defendants named in this action, as, DOES | through 25, inclusive, are unknown to Plaintiff, who therefore sues them by such fictitious names. Plaintiff will amend this Complaint to set forth their true names and capacities when they have been ascertained. 6. Each defendant was, in all of the acts alleged herein, the agent, co- conspirator, and/or aider and abetter for every other defendant and so acted within the scope of his authority as such agent. 2 ‘Complaint1 cs There exists, and at all times mentioned herein, existed a unity of interest and ownership between Olivarez and the entity defendants herein such that any individuality and separateness between them has ceased, and each is the alter ego of the other. Thus, adherence to the fiction of the separate existence of these individuals and entities as distinct from the other would permit an abuse of the corporate privilege and would 2 3 4 5 6| sanction a fraud and promote injustice. As a proximate result of the abuse of the corporate 7 | privilege the knowledge of each entity defendant should be imputed to the others and as 8] such, all damages assessed against each entity defendant should be assessed against 9 | Olivarez. 10 ISDICTION. VENUE nl 8. ‘As shown herein, this action is subject to the provisions of Section 410.10 12 | of the California Code of Civil Procedure. Accordingly, this action is within the 13 | jurisdiction of this Court. 4 9. As shown herein, this action is subject to the provisions of Sections 392 15 | and 393 of the California Code of Civil Procedure. Accordingly, venue is proper in this 16 | Court. 7 FACTUAL BACKGROUND 18 10. Stan Lee is a 95-year old American Hollywood executive, producer, comic 19 | book writer, editor, actor, publisher, television personality, and the former president and 20 | chairman of Marvel Comics. He is considered the godfather of the modern-day superhero 21 | and is a comic book legend. He is said to have exerted more influence over the comic 22| book and entertainment industry than any other modem figure. He is revered by fans of all 23 | ages world-wide and amongst all cultures. 24 11. Stan Lee co-created some of Marvel’s most recognizable characters including Spider-Man™, Iron Man™, The Incredible Hulk™, The Fantastic Four™, X- 26 | Men™, The Avengers™, Thor™, Doctor Strange™, Daredevil™ and hundreds more 27) fictional characters, introducing complex, naturalistic characters and a thoroughly shared 28 | universe into superhero comic books. Lee subsequently led the expansion of Marvel sarinen cones be 2 inlaid ‘Complaintwon S 2 22 2: 24 2! 26 2 28 Comics from a small division of a publishing house to a large multi-media company which was acquired by the Walt Disney Company in 2010 for over $4 billion dollars. 12, Stan Lee received the Vanguard Award ftom the Producer’s Guild of America in 2012 and was inducted into the comic book industry’s Will Eisner Comic Book Hall of Fame in 1994 and The Jack Kirby Hall of Fame in 1995. He received his “star” on the Hollywood Walk of Fame in 2011. Lee has spent his entire life not only creating and building his career in comic books, but also establishing his public persona and individual brand (collectively, “Lee Brand”) as a creator of comic book characters and media, The Lee Brand is well known worldwide and has acquired great commercial value as a means to sell and promote goods and services across multiple media platforms including film, television, comic book conventions, merchandise and personal appearance-based events. 13. Lee was married to Joan B. Lee for nearly 70 years until her death in late 2017. Upon her death, Lee became the target of various unscrupulous businessmen, sycophants and opportunists who saw a chance to take advantage of Lee’s despondent state of mind, kind heart and devotion to his craft—a devotion that often allowed him to overlook the bad intentions of other when it came to his property. 14, Olivarez, a former business associate of Lee’s daughter, JC Lee was one such opportunist. After Joan’s death, Olivarez took unauthorized and fraudulent acts and ‘omissions by taking on a fiduciary role managing Lee’s professional and financial affairs. ‘Asa result of Olivarez’ acts and omissions in violating the trust Lee accorded him, Lee [was induced into losing a tremendous amount of money as money and assets were transferred to Olivarez by Lee without Lee being aware these actions were being taken. Many of Olivarez” acts in “managing” Lee’s financial affairs greatly benefited Olivarez both financially and in terms of his professional reputation resulting from his publicized association with Lee. Olivarez abused his relationship of trust with Lee and JC Lee, knowledge of Lee’s and JC Lee’s confidential business and estate planning operations, and ability to mislead Lee due his advanced age ... all in a covert and intentional effort to dupe 4 ‘ComplaintSe owe Lee into a host of schemes and financial missteps that benefited Olivarez and disenfranchised Lee. 15. Within a few days after Stan Lee’s beloved wife of 70 years passed away, while Lee was in great distress over this severe loss, Olivarez and other Does working together, fired his banker of 26 years. They also fired his lawyers of many years and caused approximately $4.6 million dollars to be transferred out of Lee’s Merrill Lynch Account without Lee’s authorization. 16. More specifically, after many visits to Lee’s home, under the auspices of checking on his general well-being, Olivarez managed to convince Lee to sign a power of attomey to gain further and more precise control over Lee’s assets. He also appointed his friend and associate Uri Litvak (“Litvak”), who was also Olivarez’s own lawyer, as Lee’s lawyer, without either disclosing to Lee their pre-existing financial and business relationships. Olivarez brought in Litvak to specially handle Lee’s affairs with Olivarez only after he realized JC Lee’s and Lee’s attomey would not approve and would vehemently object to this potential fraudulent activity were he to be made privy to their plans and actions. 17. With them out of the loop on all of these fraudulent transactions, Olivarez and Litvak now had no ethical or legal supervision over their activities with Lee. By intentionally excluding them, who had previously thwarted countless attacks on Lee’s finances and reputation, Olivarez was able to now exert undue and fraudulent pressure on. Lee by inducing Lee to sign one or more checks drawn from Lee’s bank accounts made out to H.O.R. that purported to be “loans” to H.O.R, but which were, in fact, nothing more than a conversion of Lee’s money. Olivarez convinced Lee they could promote and advance the causes of racial peace and love by letting Olivarez start a false charity whose symbol is a pin of a black hand shaking a white hand. The charity idea was soon registered as a “for profit” merchandising company, H.O.R. Olivarez mislead Lee and the public into thinking that it was a caring non-profit charity to ease racial tension, when in reality H.O.R. was just a scheme to appropriate funds from Lee and the public to enrich 5 ComplaiSo we saw es vw = 12 13 15 16 o 8 23 24 25 26 27 28 Olivarez. One such check in particular was drawn on Lee’s assets for $300,000.00 purportedly as a “loan”. This loan sum has neither been paid back by either Olivarez or H.OR,, nor evidenced by any loan documents. And while it purports to bear Lee’s signature, the signature is either a forgery or it was obtained by Olivarez under false pretenses as a result of fraud and undue influence. 18. Olivarez was also able to convince Lee through subterfuge and half-truths to form the Doheny entity and purchase a West Hollywood condominium for Olivarez’ exclusive use for over $850,000 without Lee’s direct knowledge, approval or participation. While Olivarez and Lee apparently co-own the LLC that holds title to the condominium, there was no understanding of why or how the condominium was to be controlled or used in any way by Lee. Olivarez, as Lee’s trusted advisor and fiduciary, simply bought himself a home with Lee’s money without Lee knowing. What is more, nearly $1.4 million dollars disappeared from Lee’s accounts through a series of complicated wire- transfers all initiated and ultimately received by Olivarez. 19. Olivarez used his fiduciary role and position of trust to modify Lee’s will and estate planning documents; to change Lee’s Trust documents; to insert his own name in Stan Lee’s will with an unauthorized bequest to Olivarez and also inserted his name into Lee’s Trust. Olivarez also entered a series of unapproved business dealings; to steal cash ‘and jewelry; to invest tens of thousands of dollars in a tie business that was a scam; to forge Lee’s signature on comics and sell them for profit; and to use Lee’s credit cards for unauthorized purchases. 20. Olivarez and Litvak used their fiduciary powers and positions of trust to cause Lee to unknowingly enter into disadvantageous agreements with Camsing China and POW! to sell Stan Lee’s identity, name and likeness, and sold shares in his public company for an artificially low price causing Lee to incur losses thereby subjecting Lee to lawsuits brought by the shareholders of his company for millions of dollars. Olivarez benefited directly from the agreements with Camsing China and POW!, as he and Litvak 6 Complaintnegotiated special provisions giving themselves free reign to run a side business exploiting Lee’s Brand by and through H.O.R. 21. Furthermore, in a diabolical and ghoulish scheme to make a profit from a distraught and grieving Lee, Olivarez had a nurse inject Lee with a syringe and extract many containers of blood, which he had H.O.R. later sell in Las Vegas as a collectible for thousands of dollars. Lee never approved of the use of his blood as a merchandising item, or for any other use. Naturally, this compounded Lee’s grief and angst and caused him tremendous emotional distress. 22. To date, none of the purloined assets has been recovered. Lee has rescinded all previously issued Powers of Attorney. FIRST CAUSE OF ACTION (Conversion) (Against All Defendants) 23. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs | through 22, inclusive, as though set forth in full herein. 24. Commencing on or about July of 2017, in multiple face-to-face meetings, phone calls, and emails, Defendants purposely prevented Lee from obtaining ethical and legal advice from his attorney and JC Lee, and secretly executed their scheme to disenfranchise Lee of his assets and convert them to their own personal use. As detailed above, this scheme involved the formation of various bogus entities, forging of written instruments, unauthorized wire-transfers and cash-withdrawals of Lee’s assets, the details of which were carefully kept from Lee and their attorney. 25. Defendants took possession of millions of dollars of Lee’s assets and money and converted to their own use. The precise sums are as yet undetermined, and a forensic analysis is underway to determine the same, which will be subject to proof at trial. 26. Asadirect and proximate result of Defendants’ conduct as alleged herein, Lee has suffered and will suffer substantial damages in a sum which is as yet unknown, 1 ‘Complaint1] but which exceeds the jurisdiction of this Court. Plaintiff will amend this complaint to 2) allege the full amount of said damages when ascertained. 3 27. Lee is informed and believes and alleges on that basis that as a further direct 4] and proximate result of Defendants’ conduct as alleged herein, Defendants have 5] unlawfully and wrongfully derived income and profits, and have been unjustly enriched 6) thereby. Lee is entitled to restitution from Defendants of all income, profits, or other 7| benefits resulting from their conduct as alleged herein in an amount to be proven at 8) ial. 9 28. Lee is informed and believes and alleges on that basis that Defendants 10] engaged in the foregoing wrongful conduct willfully, fraudulently, oppressively, and 11] maliciously, with the intent to injure Lee. As a result, Lee is entitled to exemplary and 12] punitive damages in an amount sufficient to punish Defendants and to deter them as 13] well as others from such conduct in the future. For the avoidance of doubt, this cause 14] of action is not to be interpreted as arising from any act in furtherance of Defendants’ 15] free speech in connection with a public issue or issue of public importance. 16 SECOND CAUSE OF ACTION 7 (Fraud) 18 (Against All Defendants) 19 29. _ Plaintiff repeats and re-alleges each and every allegation contained in 20) paragraphs 1 through 28, inclusive, as though set forth in full herein. 2 30. Commencing on or about July of 2017, Olivarez made numerous 22 | misrepresentations of fact in order to dupe Lee into acquiescing to various schemes and 23 | bogus enterprises designed to steal Lee’s assets and otherwise disenfranchise him of the 24| commercial us of his assets and the Lee Brand. As detailed above, this scheme involved 25 | the formation of various bogus entities, forging of written instruments, unauthorized wire- 26 | transfers and cash-withdrawals of Lee’s assets, all while actively prohibiting Lee from 27| seeking the ethical and legal counsel he typically relied on when making financial and 28 | business decisions. eri ete 8 oie! Complaintee aan eon 10 u 12 13 4 15 16 7 18 19 20 a 22 23 24 25 26 27 28 ‘omnia cae 31. Defendants took possession of millions of dollars of Lee’s assets and money and converted all of it to their own exclusive use. The precise sums are as yet undetermined, and a forensic analysis is underway to determine the same, which will be subject to proof at trial. In multiple phone calls, face to face meetings, and emails from June 2016 to November 2016, Olivarez promised to Lee he was using Lee’s money for charitable purposes, or simply failed to tell Lee he was taking property at all, before he transferred it to himself. 32. At the time Olivarez made these representations, he had no intention of following through on any promises or to actually involve Lee in the entities and businesses formed by Lee’s money. At all times, Defendants excluded the attorney and JC Lee from the conversations, transactions and fraudulent activities alleged herein in an effort to avoid being shut down or being forced to account for their activities. 33. Lee was ignorant of the falsity of Defendants’ representations inasmuch as he ‘was denied access to his own accounts, and the businesses were merely a subterfuge to conceal Defendants’ activities. Lee relied to his detriment in that, among other things, his, funds were used and he was duped into executing a bogus and unenforceable power of attomey, which was then used to further the fraudulent conduct alleged herein. Lee’s reliance on Defendants’ representations was justified in that Lee had no reason to believe a previously trusted business associate would dupe him and repeatedly make misrepresentations regarding his nefarious intent to steal assets and cash from Lee’s bank accounts. 34. Asa direct and proximate result of Defendants conduct as alleged herein, Lee has suffered and will suffer substantial damages in a sum, which is as yet unknown, but, which exceeds the jurisdiction of this Court. Lee will amend this complaint to allege the full amount of said damages when ascertained. 35. Lee is informed and believe and allege on that basis that as a further direct ‘and proximate result of Defendants’ conduct as alleged herein, Defendants have unlawfully and wrongfully derived income and profits, and have been unjustly enriched thereby. Lee 9 ‘Complaint8 ‘Tern ene is entitled to restitution from Defendants of all income, profits, or other benefits resulting from their conduct as alleged herein in an amount to be proven at trial. 36. Lee is informed and believes and alleges on that basis that Defendants engaged in the foregoing wrongful conduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Lee. As a result, Lee is entitled to exemplary and punitive damages in an amount sufficient to punish Defendants and to deter them as well as others from such conduct in the future. For the avoidance of doubt, this cause of action is not to be interpreted as arising from any act in furtherance of Defendants’ free speech in connection with a public issue or issue of public importance. THIRD CAUSE OF ACTION (Financial Abuse of an Elder Cal. Welfare and Institutions Code § 15610.30) (Against Defendant Olivarez) 37. _ Plaintiff repeats and re-alleges each and every allegation contained in paragraphs | through 36, inclusive, as though set forth in full herein. 38. Through his actions, Olivarez has violated California Welfare and Institutions Code § 15610.30 in that he appropriated, obtained and retained both real and personal property of Lee, who is an elder within the meaning of the statute, for a wrongful use and with fraudulent intent. 39. Olivarez used his position as Lee’s representative and attomney-in-fact to, among other thing, take, secrete, appropriate, obtain and retain Lee’s property and otherwise exerted undue influence, as defined in Section 15610.70. Olivarez knew or should have known that this conduct was likely to be harmful to Lee. 40. — Olivarez actions did in fact cause harm to Lee in that millions of dollars” worth of Lee’s assets were alienated, secreted and otherwise converted by Olivarez. 41. Lee is informed and believes and alleges on that basis that Defendants engaged in the foregoing wrongful conduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Lee. As a result, Lee is entitled to exemplary and 10 ‘Complaintpunitive damages in an amount sufficient to punish Defendants and to deter them as well as others from such conduct in the future. For the avoidance of doubt, this cause of action is, not to be interpreted as arising from any act in furtherance of Defendants’ free speech in connection with a public issue or issue of public importance. FOURTH CAUSE OF ACTION Misappropriation of Name & Likeness California Civil Code §3344 (Against all Defendants) 42. _ Plaintiff repeats and re-alleges each and every allegation contained in paragraphs | through 41, inclusive, as though set forth in full herein. 43. Defendant Olivarez knowingly used the Lee Brand and Lee’s name, signature, likeness, and identity on merchandise and to advertise or sell merchandise including products containing Lee’s blood. 44, That use did not occur in connection with a news, public affairs, or sports broadcast or account, or with a political campaign, These uses were purely commercial, and illicit, transactions that in now way concemed charitable or public issue concerns, but were instead designed only to benefit Defendants financially to Lee’s detriment. 45. Defendant Olivarez did not have Lee’s consent to use the Lee Brand or his, name, signature, likeness, and identity on merchandise and did not have his consent to use his name, signature, likeness, and identity to advertise said merchandise. 46. Defendant Olivarez’ unauthorized use was directly connected to Olivarez’ commercial purpose and each Defendant in fact gained a commercial benefit from using the Lee Brand and Lee’s name, signature, likeness and identity. Defendant Olivarez’s use of the Lee Brand and Lee’s name, signature, likeness and identity were directly connected to Defendant Olivarez’s commercial purpose of making monies he never intended to account for to Lee or any party associated with Lee’s family. 47. Lee was harmed by Defendant Olivarez’ actions and said conduct on the part of Defendant Olivarez was a substantial factor in causing Lee’s damage. Lee’s damages u ‘Complaintare subject to proof at trial but exceed the jurisdiction of this Court. 48. Lee is entitled to his attorney's fees and costs pursuant to statute. In addition, Lee is informed and believes and alleges on that basis that Defendants engaged in the foregoing wrongful conduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Lee. As a result, Lee is entitled to exemplary and punitive damages in an conduct in the future. For the avoidance of doubt, this cause of action is not to be 2) 3 4 5 6 | amount sufficient to punish Defendants and to deter them as well as others from such 7 8| interpreted as arising from any act in furtherance of Defendants’ free speech in connection 9 with a public issue or issue of public importance. 10 FIFTTH CAUSE OF ACTION n Common Law Misappropriation of Name & Likeness 2 (Against all Defendants) 13 49. Plaintiff repeats and re-alleges each and every allegation contained in 14) paragraphs 1 through 48, inclusive, as though set forth in full herein. 15 50. Defendant Olivarez knowingly commercially exploited the Lee Brand and 16 | Lee's name, signature, likeness, and identity on merchandise to advertise or sell 17 merchandise including products containing Lee’s blood as well as forging his signature on 18 | memorabilia. 19 51. Defendant Olivarez did not have Lee’s consent to use his name, signature, 20 | likeness, and identity on merchandise and did not have his consent to use the Lee Brand or 21 | his name, signature, likeness, and identity to advertise said merchandise. 2 52. Defendant Olivarez gained a commercial benefit from using the Lee Brand 23 | and Lee’s name, signature, likeness and identity and Defendant Olivarez’s use of Lee’s 24 | name, signature, likeness and identity were directly connected to Defendant Olivarez’s 25 | commercial purpose. 26 53. Lee was harmed by Defendant Olivarez’s actions and said conduct on the part 27] of Defendant Olivarez. was a substantial factor in causing Lee’s damage. Lee’s damages 28 | are subject to proof at trial but exceed the jurisdiction of this Court. te 12 Complaintee ee) 54, Lee is entitled to his attorney's fees and costs pursuant to statute. In addition, Lee is informed and believes and alleges on that basis that Defendants engaged in the foregoing wrongful conduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Lee. As a result, Lee is entitled to exemplary and punitive damages in an amount sufficient to punish Defendants and to deter them as well as others from such conduct in the future. For the avoidance of doubt, this cause of action is not to be interpreted as arising from any act in furtherance of Defendants’ free speech in connection with a public issue or issue of public importance. SIXTH CAUSE OF ACTION Demand for Accounting (Against All Defendants) 55. Plaintiff repeats and re-allege each and every allegation contained in paragraphs 1 through 54, inclusive, as though set forth in full herein. 56. Lee, as a rightful owner of the assets detailed herein, has an interest in the assets and the converted funds and merchandise. 57. Lee is informed and thereby believes that Defendants have mismanaged the corporate assets to such a degree that his interest in them has been affected to his, detriment. 58. Lee has previously made requests to Defendants to make available and provide copies of the assets in question but has been rebuffed. As a result of Defendants’, and each of their actions, Lee has been damaged in an amount to be proven at trial. Accordingly, Lee hereby demands that Defendants provide an accounting of all funds taken, converted or otherwise usurped under the auspices of Olivarez’s feigned authority. For the avoidance of doubt, this cause of action is not to be interpreted as arising from any act in furtherance of Defendants’ free speech in connection with a public issue or issue of public importance. WHEREFORE, Lee respectfully prays for judgment against Defendants, and each of them, as follows: 13 ‘Complaint1 1. For damages in amount to be proven at trial; 2 2. For an accounting of all funds and assets alienated, liquidated or 3 | converted by Defendants; 4 3. For restitution of any and all sums by which they have been unjustly 5] enriched; 6 4, For an immediate accounting of all expenditures and record keeping 7| practices and current financial status of any entities in which Lee is a member as well as 8| all funds contributed by Lee. 9 3. For an award of punitive damages in a sum sufficient to punish each of the 10] Defendants and to deter them from further such misconduct, and to set an example for 11| others who may other be inclined to behave like Defendants; 12 6. For an award of damages to compensate Lee for his humiliation, 13| embarrassment and other mental distress-related damages; 14 7. Foran order that pending resolution of this matter, Defendants be 15 | immediately enjoined from interfering with Lee’s ability to exercise his rights as a member 16 | of such entities; and 7 8. For reasonable attorney's fees and costs of suit and such other relief as the 18 | Court shall deem proper. 19] Dated: April _i2 , 2018 FREUNDLEGAL By Jonathan D. Freund, 2 Craig A. Huber, Attorneys for Piaintiff, Stan Lee 28 seriten Gees Bie 14 reat ‘Complaintaauee So ow 1 u 12 13 14 15 16 7 18 19 20 21 22 23 4 25 26 27 28 DEMAND FOR JURY TRIAL Plaintiff hereby demands a jury trial on all issues triable by jury. Dated: April. 2018 FREUNDLEGAL fy Tonathan D. Craig A. Huber, Attorneys for Plaintiff, Stan Lee 15 Complaint