Ce a awa ° eeiRIGINAL ond bl [Robert Jeremy Adamson (251380) CEL Earns KUNZLER Law Grovr, P.C, 50 W. Broadway, 10" Floor APR 20 2017 Salt Lake City, UT 84101 Shon R Cans, opine Ocala ‘Telephone: (801) 994-4646 ile: (801) 531-1929 Jadamson@kunzlerlaw.com Attomey for Brian Gale SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES ALPHA GRP, INC., a Delaware corporation, | CASE NO. BC 651923 Plaintiff, ‘CROSS COMPLAINT FOR: v. 1) Slander Per Se-Civil C. §46; BRIAN GALE, an individual; and DOES 1 2) Breach of Contract through 15, inclusive, 3) Intentional Interference with Defendant, Prospective Business Relationships DEMAND FOR A JURY TRIAL Complaint Filed: March 3, 2017 BRIAN GALE, an individual Cross-complainant ALPHA GRP, INC., a Delaware corporation, COLIN DYNE, an individual, and AUSTIN DYNE, an individual, and DOES | through 15, inclusive, Cross-defendants. (Cross-Complainant Defendant Brian Gale (“Gale”) hereby alleges as follows: Cross-Compiaint xva Ad Catsween OO 45 PARTIES, JURISDICTION, AND VENUE, 1. Cross-Complainant Brian Gale is an individual residing in the State of Colorado. 2. Gale is informed and believes that Cross-Defendant Alpha GRP, Inc. is a ‘Delaware corporation that does business in the State of California. 3. Gale is informed and believes that Cross-Defendant Colin Dyne is an individual residing in Los Angeles County, California. 4, Gale is informed and believes that Cross-Defendant Austin Dyne is an individual residing in Los Angeles County, California, 5. Doe defendants 1-15 are individuals or entities currently unknown to Gale, but /who upon information and belief, have taken part in the acts alleged herein. Gale will seek leave of the Court to amend this Cross-Complaint to assert the Doe Defendants names when they have been ascertained, 6. Gale is informed and believes that each cross-defendant was the agent, servant, employee, representative and/or alter ego of each other cross-defendant, and that in performing ‘and engaging in the acts alleged in this Cross-Complaint, each cross-defendant was acting in such capacity and within the authorized scope of his/her/its authority. Gale is further informed and believes, and thereon alleges, that all acts of each cross-defendant were authorized and/or ratified by each of the remaining cross-defendants. 7. Whenever in this Cross-Complaint reference is made to any act of a defendant or defendants, such allegations shall be deemed to mean the acts of the cross-defendant or ‘cross-defendants who are named in the particular cause of action, and Does | to 15, inclusive, and each of them, acting individually, jointly and severally. 8. Gale is informed and believes and based thereon alleges that there exists, and at all times herein mentioned existed, a unity of interest and ownership between corporate cross- defendants and individual cross-defendants, such that said individual cross-defendants are the alter ego of the corporate cross-defendants. 9. Venue is proper in this Court pursuant to Cal. Civ. Proc. Code §395.. 2 Gross-ComplaintGENERAL ALLEGATIONS 10. Gale started Alpha GRP, LLC in 2010, an entity that was subsequently purchased by Alpha GRP, Inc, Alpha GRP, LLC and Alpha GRP, Inc. are referred to collectively herein as “Alpha.” 11, Alpha was in the business of organizing and running motor sports events. 12, While Gale was employed by Alpha he formed relationships between Alpha GRP and vendors and broadcasters including ESPN. 13, Colin Dyne became an investor in Alpha and after his investment falsely claimed that Gale had stolen money from Alpha. 14, On or around February 5, 2014, Gale sold his stock in Alpha GRP, Ine. pursuant to a settlement agreement (the “Settlement Agreement”) resolving disputes between Gale and Alpha including the false allegation that he had stolen money from Alpha. The Settlement ‘Agreement provides that the prevailing party in any action arising out of or relating to the Settlement Agreement is entitled to recover his or its costs and fees in connection with that action, The Settlement Agreement required that Alpha and Gale keep the terms of the Settlement Agreement “and any underlying allegations or disputes that gave rise to” the Settlement Agreement confidential. The Settlement Agreement also states that if Alpha or Gale discloses the terms of the Settlement Agreement or any of the underlying allegations or ‘isputes giving rise to the Settlement Agreement toa third party, a “breach of confidentiality by such third party shall be deemed a breach by the party to this [Settlement] Agreement who disclosed the Confidential Information to the third party.” 15. In or around January of 2015, Gale started a new motorsports competition called Speedleague. 16. The defendants learned of Gale's new company and have made concerted efforts to defeat Gale’s efforts to make his new company successful. 17. Reflective of the Cross-Defendants’ views and intentions to do whatever they Could to harm Gale and his new business is a text message Colin Dyne sent to Gale after earning about Gale's new company. That text message read: “you have poked the BEAR.” 3 (Cross-Complaint1¥2s9R /T97 RO) oe 18. The Cross-Defendants efforts to hinder and harm Gale included making defamatory statements, interfering with Gale’s prospective business relationships, and breaching the Settlement Agreement. 19, Gale is informed and believes, and thereon alleges that in or around July 2015, Colin Dyne told Andrew Kline that Gale had stolen money from Alpha. Kline then told an investor considering an investment in Gale’s new company, Andy DeFrancesco, that Gale had stolen money from Alpha. That investor subsequently decided not to invest in Gale’s new company. 20. Gale had a scheduled meeting with ESPN to discuss his new company in November 2015. 21. Gale is informed and believes, and thereon alleges that in advance of that ‘meeting Colin Dyne called ESPN's Vice President of Programming and head of the X-Games, Scott Guglielmino. On information and belief, during that call, Colin Dyne told Scott Guglielmino that Gale had been fired by Alpha for stealing money from Alpha. 22. In December 2015, Gale had contacted Liza Markel, a production contractor ‘who had worked with Gale previously, about working with Gale’s new company. Colin Dyne leamed of Gale’s attempts to work with Liza Markel and made several calls to her to convince her not to work with Gale. On information and belief, during those calls Colin Dyne threatened Liza Markel stating that he would not pay her funds Alpha owes her if she went ot work with Gale. 23. Gale is informed and believes, and thereon alleges that in the fall of 2016, ‘Austin Dyne, a driver and racing team owner for Alpha, was meeting with members of the Chip Ganassi racing team including driver Steve Arpin, During that meeting Austin Dyne was asked what he thought of Gale's new company. He responded that his father, Colin Dyne, “should have put Gale in jail for fraud.” 24, Gale is informed and believes, and thereon alleges that Austin Dyne intended that the aforementioned statements to Steve Arpin and the Chip Ganassi racing team would ‘cause that racing team to not want to associate with Gale or his new company. a Cross-ComplaintPIMT I PLIPA 25. To date, neither Steve Arpin nor the Chip Ganassi racing team has been willing to associate with Gale or his new company following Austin Dyne’s statement about Gale. FIRST CAUSE OF ACTION (Slander Per Se-Civil C. §46 Against All Cross-Defendants) 26. Gale repeats the foregoing allegations of the cross-complaint as though fully set forth herein, 27. Gale is informed and believes, and thereon alleges that the Cross-Defendants ‘made defamatory statements about Gale to Adam Kline, Scott Guglielmino, Steve Arpin, and other members of the Chip Ganassi racing team. As identified above, those statements included statements that (1) Gale had been fired by Alpha; (2) Gale had stolen money from Alpha; and, (3) Gale had committed fraud should be in jail, 28. Gale is informed and believes, and thereon alleges that the individuals the defamatory statements were made to understood that the statements were about Gale as they ‘were made of and conceming Gale and mentioned him expressly. 29. The aforesaid defamatory statements were and are false and were not privileged. The Cross-Defendants made those statements knowing the falsity thereof or without using reasonable care to determine the truth or falsity thereof. 30. Gale is informed and believes, and thereon alleges that the Cross-Defendants harbored ill-will toward Gale and made the aforesaid defamatory statements with malice and ‘with the intent to injure Gale's good name and reputation and to interfere with his employment. 31. The aforesaid defamatory statements harmed Gale's reputation and such statements have a tendency to injure and have injured Gale in his occupation, his future business and employment prospects. 32, Asa proximate result of the aforementioned statements, Gale has suffered loss to his reputation, shame, mortification, and hurt feelings, all to his general damages in an amount in excess of the court’s jurisdictional threshold, and to be established by appropriate proof at trial.FURL / B22 BD 33. Gale is informed and believes, and thereon alleges that in engaging in the above conduct, Cross-Defendants, acted with malice, oppression, and/or fraud, entitling Gale to ‘exemplary and punitive damages in an amount to be established at tral SECOND CAUSE OF ACTION (Breach of Contract Against Alpha) 34. Gale repeats the foregoing allegations of the cross-complaint as though fully set forth herein, 35. The Settlement Agreement is an enforceable written agreement between Alpha and Gale. 36. Gale has performed all of his obligations under the Settlement Agreement. 37. The Settlement Agreement prohibited Alpha from disclosing “any underlying allegations or disputes that gave rise to” the Settlement Agreement, 38. The Settlement Agreement provides that if Alpha discloses the terms of the Settlement Agreement or any of the underlying allegations or disputes giving rise to the Settlement Agreement to a third party, a “breach of confidentiality by such third party shall be deemed a breach by the party to this [Settlement] Agreement who disclosed the Confidential Information to the third party.” 39. One of the underlying allegations and disputes giving rise to the Settlement Agreement was Colin Dyne's false accusation that Gale had stolen money from Alpha. 40. Gale is informed and believes, and thereon alleges that Alpha breached the Settlement Agreement in that its principals and associates, including Colin Dyne and Austin Dyne informed others of the allegations giving rise to the Settlement Agreement, namely the allegations that Gale had stolen money from Alpha, 41. Gale is informed and believes, and thereon alleges that Alpha informed third party Adam Kline of the allegations giving rise to the Settlement Agreement and that Adam Kline thereafter shared those allegations with another party in an effort to convince that party not to invest in Gale's new company and in breach of Alpha’s obligations under the Settlement ‘Agreement. 6 ‘Cross-Complaint& s i we wn Coe a 42. Asa direct result of Alpha’s breach of the Settlement Agreement, Gale has been damaged in an amount in excess of the court’s jurisdictional threshold, and to be established by appropriate proof at trial, THIRD CAUSE OF ACTION (utentional Interference with Prospective Relationship Against All Cross-Defendants) 43. Gale repeats the foregoing allegations of the cross-complaint as though fully set forth herein. 44. There existed a business relationship between Gale on the one hand and Andy DeFancesco, Liza Markel, Steve Arpin, and other members of the Chip Ganassi racing team. 45. Cross-Defendants knew of Gale’s economic relationships with Andy DeFancesco, Liza Markel, Steve Arpin, and other members of the Chip Ganassi racing team. 46. Gale is informed and believes, and alleges thereon that Cross-Defendants ‘wrongful conduct disrupted Gale’s economic relationships with Andy DeFancesco, Liza Markel, Steve Arpin, and other members of the Chip Ganassi racing team. 47. Gale is informed and believes, and alleges thereon that Cross-Defendants? ‘wrongful conduct was a substantial factor in causing Gale to suffer damages in an amount in ‘excess of the court's jurisdictional threshold, and to be established by appropriate proof at trial. 48. Gale is informed and believes, and thereon alleges that in engaging in the above [conduct, Cross-Defendants, acted with malice, oppression, and/or fraud, entitling Gale to exemplary and punitive damages in an amount to be established at trial. PRAYER FOR RELIEF WHEREFORE, Gale demands judgment against the Cross-Defendants as follows: 1. Under Gale's First Cause of Action for judgment, against the Cross-Defendants sand in favor of Gale, for Gale’s actual damages, exemplary and punitive damages, costs, and further relief as may just and equitable in the circumstances; 2. Under Gale's Second Cause of Action for judgment, against Alpha and in favor of Gale, for Gale’s actual damages, interest, attorneys” fees, costs, and further relief as may be just and equitable in the circumstances; ey Gross-Complaintvon a Ce aA 3. Under Gale's Third Cause of Action for judgment, against the Cross-Defendants and in favor of Gale, for Gale's actual damages, exemplary and punitive damages, costs, and further relief as may just and equitable in the circumstances. DATED: April 20, 2017 KUNZLER Law Grovr, P.C. » LL R.Jéemy Adamson Attomey for Brian Gale & Gross-ComplaintPURP/b72PD ie oe PROOF OF SERVICE Thereby certify that on the 20th day of April, 2017, I fled, a true and correct copy of the foregoing CROSS COMPLAINT and served it, via the following method, on the following parties: Lance A. Etcheverry | Skadden, Arps, Slate, Meagher & Flom BUS. Mail 300 South Grand Avenue, Suite 3400 Postage Prepaid Los Angeles, California 90071-3144 0 E-mail ‘Michael Sherman OD Facsimile Ryan C. C. Duckett 15260 Ventura Boulevard, 20" Floor Sherman Oaks, CA'91403 Dated: April 20, 2017 By: Dernetore Lisboter ‘Anneliese Liddle Legal Assistant