Case 1:18-cv-05352 Document 1 Filed 06/13/18 Page 1 of 14

UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK
_______________________________________________x
RAYNARD HERBERT a/k/a “RAY RAE”, : Case No.:
:
Plaintiff, :
: COMPLAINT
-against- :

:
S. CARTER ENTERPRISES, LLC, ROC-A-FELLA :
RECORDS, INC., ROC NATION, LLC, :
SHAWN CARTER P/K/A “JAY Z”, DAMON “DAME” :
DASH, and KAREEM “BIGGS” BURKE, :
:
Defendants. :
________________________________________________x

Plaintiff, Raynard Herbert, by and through his undersigned attorneys, brings this action

for Breach of Contract, Conversion, Unjust Enrichment, Accounting, Declaratory Judgment, and

Constructive Trust against Defendants, S. Carter Enterprises, LLC, Roc-A-Fella Records, Inc.,

Roc Nation, LLC, Shawn C. Carter p/k/a “Jay Z”, Damon Dash, and Kareem “Biggs” Burke

(collectively “Defendants”), and alleges as follows:

STATEMENT OF THE CASE

Mr. Herbert was responsible for music arranging for the Defendants’ record label, Roc-

A-Fella Records, Inc. and to enter into a distribution agreement with a company known as Priority

Records. As compensation for his efforts, he was promised in writing a royalty percentage point

on Jay Z’s commercially successful and groundbreaking Album, “Reasonable Doubt” (the

“Agreement”). Herbert was getting paid pursuant to the Agreement and then the payments sud-

denly ceased without explanation being provided by Defendants.

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THE PARTIES

1. Plaintiff, Raynard Herbert, a/k/a “Ray Rae” (hereafter “Herbert” or “Plaintiff”) is an indi-

vidual and a citizen of the state of Florida residing at 8443 Port Lancashire Drive, Orlando, FL

32829.

2. Defendant, Shawn C. Carter p/k/a “Jay Z”, an individual who has sold 50 Million Albums

and 75 Million Singles, won 21 Grammy Awards, and is the first rapper to be inducted into the

Songwriters Hall of Fame. Jay Z is a citizen of the state of California, although he resides at

multiple residences, but at least one of which is the well-advertised 2017 purchase of 454 Cuesta

Way, Los Angeles, CA 90077. Jay Z a controlling principal and owner of Defendants, S. Carter

Enterprises, LLC, Roc-A-Fella Records, Inc. and Roc Nation Records, LLC.

3. Defendant S. Carter Enterprises, LLC (“S. Carter Enterprises”) is a limited liability com-

pany formed under the laws of the state of Delaware, is authorized to conduct business in the state

of New York, and at all relevant times had a principal place of business in New York City at

1411 Broadway, 39th Floor, New York, NY 10018.

4. Defendant Roc-A -Fella Records, Inc. (“Roc-A-Fella”) is a corporation formed under the

laws of the state of New York which at present has a principal place of business in New York

City located at 825 8th Avenue, 29th Floor, New York, NY 10019. Previously, one of the former

principal places of business was 17 John Street, Suite 1400, New York, Ny 10038 where Herbert

once worked. See Exhibit A, Herbert’s Roc-A-Fella Business Card on John Street.)

5. Defendant Roc Nation, LLC (“Roc Nation”) is a limited liability company formed under

the laws of the state of Delaware, is authorized to conduct business in the state of New York, and

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at all relevant times had a principal place of business in New York City which remains undis-

closed on its website rocnation.com. However, it has a west coast place of business at 9348

Civic Center Drive, Beverly Hills, CA 90210.

6. Defendant, Damon “Dame” Dash (“Dash”) is a citizen of the state of New York residing

at 808 Golf Ridge Rd., Carmel, New York 10512. Dash is or was also a principal and co-owner

of Defendant, Roc-A-Fella.

7. Defendant, Kareem “Biggs” Burke (“Burke”), is a citizen of New Jersey residing at 26

Bergen Ridge Rd, # 1, North Bergen, New Jersey 07047. Burke is or was also a principal and

co-owner of Defendant, Roc-A-Fella.

8. Plaintiff is further informed and believes that Defendants at all times alleged were each

the agents and employee of the other and that in doing the things herein alleged were acting in

the course and scope of such agency, employment, and/or conspiracy.

JURISDICTION AND VENUE

9. This Court has jurisdiction over this action under 28 U.S.C. Sec 1332(a)(1) and personal

jurisdiction over all Defendants pursuant to New York Civil Practice Law and Rules Sec 301 and

302 because they were transacting business in the state of New York, having engaged in acts in

violation of Plaintiff’s rights in the State of New York, and/or have been and are causing injury

to Plaintiff in the state of New York.

10. Venue is proper in the County of New York pursuant to 28 U.S.C. Sec. 1391(b)(2) and

pursuant to the Agreement which provides for sole jurisdiction in New York over any controver-

sies regarding the Agreement. Furthermore, the center of gravity of all the facts, circumstances

and transactions which form the basis of this Complaint are the parties’ relationships in and with

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the Defendant, Roc-A-Fella, a New York corporation doing business in and located at all time in

New York, New York.

11. The amount in controversy in this action exceeds the sum of $75,000.00.

FACTS

12. Plaintiff Herbert started in the music business at age 22, in 1992, working for his Uncle

Benny Walker at AKA Records in Yonkers. In 1993, Herbert got a job at the well-known com-

pany, Kick Ass Records, in downtown Manhattan.

13. In 1994, Herbert began working for Neil Levine’s (“Levine”) company called Round The

Globe Promotions, in New York doing college radio and mix show promotions.

14. Shortly thereafter in 1994, Levine, started a record company called Penalty Records. Pen-

alty Records entered into a distribution agreement with Tommy Boy Records, a more established

independent record label and distributor in New York City. Herbert worked for Levine’s compa-

nies, Round the Globe and also for Penalty Records.

15. In 1994, while on business attending the Gavin Radio Convention, Herbert saw Jay Z

perform with the artist, Memphis Bleek, at a showcase and afterwards Herbert and Jay Z met,

talked, and became friendly.

16. Shortly after, back in New York at Penalty Records, Herbert set up meetings with Defend-

ant, Damon Dash, and Jonathan Burke, an artist known as “Jazz O”. Jazz O was a mentor to Jay

Z, having had a hit song featuring Jay Z previously in 1989 called “Hawaiian Sophie”.

17. On separate occasions, Herbert pitched to Dash and Jazz O, that Jay Z could sign to

Penalty Records and be distributed by Tommy Boy.

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18. Upon information and belief, Herbert’s offer to sign with Penalty was turned down be-

cause: (a) Jay Z had already signed a Singles deal with Pay Day Records for a recording called

“In My Lifetime”; and, (b) Roc-A-Fella was seeking (what used to be known in the industry) a

pressing and distribution deal where Roc-A-Fella would own their own Master Recordings, unlike

most artists signed to recording deals in which the record company takes ownership of the Master

Recordings (the “Masters”) and has the obligation to pay royalties to the Artist on the sale and

other exploitation of the Masters.

19. Nevertheless, the meetings between Herbert and the Defendants were not a total loss as

the young Roc-A-Fella company, officially formed in New York in 1995 by Defendants, Jay Z,

Burke and Dash, became a client through Herbert’s efforts. Roc-A-Fella hired Round The Globe

to do radio and video promotion for Jay Z’s Single with Pay Day, “In My Lifetime” and Herbert

was instrumental in that promotion.

20. Shortly after this time it occurred to Herbert that he had the connections through his rela-

tionship with music executive Wil Socolov and artist Todd Terry from a record company known

as Freeze Records, (“Freeze”) to arrange for Freeze to provide the type of pressing and distribu-

tion deal that Roc-A-Fella was seeking while Roc-A-Fella product would be then distributed by

Priority Records (“Priority”), a powerful music distributor.

21. Herbert arranged for a meeting with himself, Jay Z, Dash, and Wil Socolov, and a pressing

and distribution deal was thereafter signed between Roc-A-Fella, Freeze and Priority.

22. In recognition of Herbert’s contribution to originating the pressing and distribution deal

and for acting as the liaison between Roc-A-Fella and Freeze, Priority, Roc-A-Fella signed the

Agreement with Herbert (which is the subject of this lawsuit) promising to pay Herbert one (1%)

percentage point of the suggested retail selling price (“SRSP”), commonly known in the music

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industry as (“a Point”) on “Reasonable Doubt”, the first Album to be released by Jay Z under the

pressing and distribution deal with Freeze and Priority.

23. The Agreement for “the Point”, drafted by attorney, William Meyers, Esq. (“Meyers”),

was signed by Dash and Herbert.

24. In 1995, due to Herbert’s experience in the music business, the three Roc-A-Fella owners,

Jay Z, Burke and Dash, asked Herbert to participate in the Mastering of the Album, “Reasonable

Doubt” at Sterling Sound (a critical and expensive function) in addition to performing the radio

promotion work for which Herbert was responsible.

25. Herbert’s work performance so impressed the Defendants that, in the beginning of 1995,

Herbert was invited to Roc-A-Fella’s office at 17 John Street in downtown Manhattan and offered

a job doing radio promotion and to organize their staff, which Herbert accepted. (See Exhibit A,

Herbert’s Roc-A-Fella Business Card on John Street.)

26. In attendance at the meeting at the Roc-A-Fella Records [John Street office] were Jay Z,

Dash, Burke and Herbert’s personal friend, Amanda Nelson from Brooklyn.

27. Herbert began working at Roc-A-Fella on John Street in 1995, and also accompanied the

Defendants when they subsequently moved their office to 79 Fifth Avenue, New York, NY.

28. Herbert briefly left Roc-A-Fella due to personality clashes with Defendant Dash, but De-

fendant Jay Z personally intervened. After speaking with Herbert, Jay Z convinced Herbert to

come back to work at Roc-A-Fella.

29. The Album “Reasonable Doubt” was commercially released June 25, 1996 reached #23

on the Billboard top 200 chart and was voted the 248th “Greatest Album Of All Time” by Rolling

Stone Magazine. The Album also yielded four (4) hit Singles: “Dead Presidents”; “Ain’t No

Nigga”; “Can’t Knock the Hustle”; and “Feelin' It”.

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30. Herbert’s first check for his “Point” on “Reasonable Doubt” was received from S. Carter

Enterprises, owned by Jay Z, on or around December 12, 1998.

31. In early 1998, Herbert left Roc-A-Fella and took a different job at Priority Records (the

distributor of “Reasonable Doubt”) as Artist and Repertoire (“A&R”) East Coast. See Exhibit

A, Herbert’s Priority business card). In the year 2000, Herbert transitioned out of the music busi-

ness and into the clothing business.

32. On September 23, 2008, an executive employed by the Defendants, named Alonda DuVall

(“DuVall”) sent an email to Herbert, listing his last four (4) payments covering the period from

January 2006 through December 2007. See Exhibit B, Email from DuVall to Herbert listings the

last four (4) payments received.

33. On October 18, 2008, Herbert wrote by email to DuVall at S. Carter Enterprises “follow-

ing up on the status of [his] payouts”. See Exhibit C, Email from Herbert to DuVall.

34. DuVall wrote back by email to Herbert on October 22, 2008, stating “I just got the 2nd

qtr royalty package and I will be cutting you a check…After Biggs signs them of course”. See

Exhibit C, Email from DuVall to Herbert acknowledging that payment is due and imminent.

35. On November 3, 2008, Herbert received a royalty statement for one (1) royalty point

earned on “Reasonable Doubt” for the period 1/1/08 to 6/30/08. See Exhibit D, Herbert Royalty

Statement.

36. Herbert’s royalty statement of November 3, 2008 clearly denotes Herbert as the “ROY-

ALTOR”. Id.

37. Herbert’s royalty statement of November 3, 2008 clearly denotes that the royalty state-

ment was coming from the company Roc-A-Fella Records. Id.

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38. Herbert’s royalty statement of November 3, 2008 clearly denotes that it is for a royalty

consisting of 1% per unit on “Reasonable Doubt”. Id.

39. Herbert’s royalty statement of November 3, 2008 clearly denotes that Roc-a-Fella Rec-

ords’ address was P.O. Box 1898, Radio City Station, New York, NY 10101. Id.

40. Herbert’s royalty statement of November 3, 2008 clearly denotes that it arrived in an en-

velope bearing the return address of S. Carter Enterprises, P.O. Box 1898, Radio City Station,

New York, NY 10101, the same address as Roc-A-Fella Records. Id.

41. Upon information and belief, sometime in 2008, Jay Z, signed a 150 Million Dollar deal

with a company known as Live Nation, which included the formation of a new label called Roc

Nation.

42. On May 24, 2010, Herbert wrote by email to DuVall “inquiring about [his] outstanding

royalty checks”. In the same email communication Herbert notified DuVall that his address had

changed and to “please inform the contact person for statements going forward”. See Exhibit E.

43. Upon information and belief, DuVall is still employed by S. Carter Enterprises and/or

Roc-A-Fella.

44. Despite Herbert’s justifiable demands to the Defendants, Defendants have failed to con-

tinue to pay Herbert his contractually promised Point (1%) on “Reasonable Doubt”.

FIRST CAUSE OF ACTION

Breach of Contract

45. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

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46. Defendants have breached the Agreement with Herbert by not accounting nor paying him

his Point as described above.

47. Absent a full accounting by Defendants, Plaintiff is not presently aware of the exact

amounts of damages resulting from Defendants’ breach, however, the sum of money is substan-

tial.

48. Plaintiff has performed all of his obligations under the Agreement.

49. As a proximate result of Defendants’ breaches, Plaintiff has been damaged in an amount

that is believed to be in excess of the minimum jurisdiction of this Court.

SECOND CAUSE OF ACTION

Conversion

50. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

51. Under the Agreement Defendants owe a duty to Plaintiff to account to and pay him his

royalties, which sums of money are contractually Plaintiff’s property.

52. Defendants are wrongfully and intentionally depriving Plaintiff of his property.

53. Upon information and belief, Defendants have diverted away from Plaintiff and given to

themselves, Plaintiff’s property right to royalties that are the subject of this lawsuit.

54. Every time that Defendants received and continue to receive revenue from Freeze, Prior-

ity, and other Companies, and other income sources (which include Plaintiff’s royalties) and De-

fendants did not contact Plaintiff and account and pay over to Plaintiff his royalties, Defendants

committed repeated acts of Conversion, the equivalent of theft.

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55. Defendants “serial” acts of conversion are oppressive, fraudulent, committed with malice

and in conscious disregard of Plaintiffs rights, causing him to suffer consequential damages in

excess of the minimum jurisdiction of this Court.

56. As a result, Plaintiff is also entitled to punitive damages.

THIRD CAUSE OF ACTION

Unjust Enrichment

57. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

58. In doing the wrongful acts alleged, Defendants have been and are unjustly enriched to the

detriment and loss of Plaintiff, including but not limited to, diverting to themselves and away

from Plaintiff, Plaintiff’s contractually promised royalties.

59. As a direct and proximate result of Defendants’ unjust enrichment as alleged herein, Plain-

tiff is entitled to restoration and disgorgement from Defendants of all income wrongfully diverted

from Plaintiff, including but not limited to, all gains that Defendants have realized from collecting

and keeping Plaintiff’s royalties.

60. Defendants’ acts of unjust enrichment (profiting and benefiting at the Plaintiff’s expense)

are oppressive, fraudulent, committed with malice and in conscious disregard of Plaintiffs rights,

causing him to suffer consequential in excess of the minimum jurisdiction of this Court.

61. As a result, Plaintiff is also entitled to punitive damages.

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FOURTH CAUSE OF ACTION

Accounting

62. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

63. A fiduciary or other trust relationship exists between the Plaintiff on the one hand and

Defendants on the other hand for which an accounting of Defendants’ books and records is ap-

propriate to the extent necessary to trace the royalties and other monies due and owed to Plaintiff

as described above.

64. Defendants’ also have duties under their Agreement with Plaintiff which obligates the

Defendants to disclose all financial information material to Plaintiff’s royalty entitlement.

65. Defendants’ failure to provide accountings to Plaintiff is a direct and material breach of

the Agreement.

66. In the absence of an accounting of Defendants’ books and records under the Agreement

as well as the books and records of Defendants’ distributors, assignees, agents and licensee’s

(hereafter collectively “Defendants’ Licensees”), Herbert cannot know the precise amount of

monies received by Defendants (in the form of either advances or royalties) earned from the ex-

ploitation of the Album “Reasonable Doubt” and Singles released therefrom.

67. To the extent that Defendants’ Licensees and/or Distributors are established music com-

panies (which they are) such established companies customarily keep detailed statements of trans-

actions as a matter of proper business practices.

68. These detailed statements of transactions maintained by these companies are similar to

general ledgers in that they reflect revenues generated from various sources.

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69. These detailed statements of transactions are kept current and in a reasonable permanent

form and manner and go back to the very first sale or the exploitation of the Album and Singles

from “Reasonable Doubt” until present and are “open” in that Defendant’s Licensees are contin-

ually exploiting the Album and Singles in ways including but not limited to Album sales, digital

downloads, ringtones, streaming, advertising and other revenue generating broadcast and com-

mercial performances.

70. As a result of the foregoing, there are present and future transactions arising from the

commercial exploitation of the Album and Singles, which will produce royalty income to the

Plaintiff, and the right to an accounting from Defendants and Defendants’ Licensees, agents, and

Distributors, should therefore be ordered by this Court to prevent further injury to the Plaintiff.

71. In the absence of a Court ordering an accounting from Defendants and Defendants’ Li-

censees, Distributors, and agents, Plaintiff will continue to suffer consequential damages in excess

of the minimum jurisdiction of this Court.

FIFTH CAUSE OF ACTION

Declaratory Judgment

72. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

73. Defendants are legally obligated under the Agreement to account directly to the Plaintiff

and/or to cause their Licensees, Distributors, and agents to account directly to Plaintiff on De-

fendants’ behalf.

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74. Because Defendant’s Licensees and Distributors are beneficiaries, fiduciaries, royalty col-

lectors, managers, and custodians, they should also be compelled to provide Plaintiff with detailed

accountings.

SIXTH CAUSE OF ACTION

Constructive Trust

75. Plaintiff repeats and re-alleges each and all of the allegations contained in the preceding

paragraphs of the Complaint as though they were fully set forth here at length.

76. Plaintiff requests that this Court impose a constructive trust upon Defendant’s assets in a

sum equivalent to all such royalties and monies withheld by the Defendants and due and owed to

Plaintiff.

JURY DEMAND

Plaintiff demands trial by jury on all those issues where jury may be had.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment against Defendants as follows:

1. An Order compelling Defendants and Defendants’ Licensees, Distributors, and agents to

provide Plaintiff with an immediate detailed and accurate accounting;

2. A judgment against Defendants in an amount to be proven at trial but in excess of $75,000

against Defendants for compensatory and punitive damages together with interest and costs;

3. A Judgment against Defendants for reasonable attorneys’ fees;

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4. A Declaratory Judgment construing the operative contracts and declaring Plaintiff’s rights

against the Defendants and Defendant’s Licensees, Distributors, and agents in conformity

with the Complaint;

5. An Order and Judgment imposing an equitable lien and constructive trust against Defend-

ant’s in an amount commensurate with those sums Defendants owe to Plaintiff; and

6. Such other and further relief as this Court may deem just and proper under the circum-

stances.

Dated: June 13, 2108

/SS/ Kevon Glickman
Kevon Glickman, Esq.
Kevon Glickman Law LLC
30 Wall Street, 8th Floor
New York, New York 10005
kevon@kevonglickman.com

/SS/ Paul W. Verner

Paul W. Verner, Esq.
Verner Simon
30 Wall Street, 8th Floor
New York, New York 10005
pwverner@vernerlaw.com

Attorneys for Plaintiff, Raynard Herbert

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