1 Devin A.

McRae, State Ear Number 223239

%. dmcrae@earlysullivan. com
2 EARLY SULLIVAN WRIGHT
GIZER & MCRAE LLP
3 6420 Wilshire Boulevard, 17"‘ Floor BLED
Los Angeles, California 90048 , flioun 0, Camomia
*1 4 Telephone: (323) 301-4660 S“8‘§{§?m, of Los Angeles
‘<1: Facsimile: (323) 301-4676 28 2018
Z 5 NOV
=-..... Attorneys for Defendant _ , /mark
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===-=—-= ASSOCIATES, INC., 1 d l, ‘ ’ ‘ _
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ASSOCIATES, INC.
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
FOR THE COUNTY OF LOS ANGELES I
10

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ABRAMS ARTISTS AGENCY, a California Case No.: 18STCVO21 12
12 corporation,
KAZARIAN/SPENCER/RUSKIN &
13 Plaintiff, ASSOCIATES, INC.’S ANSWER TO
COMPLAINT
14 V_
Date Filed: October 22, 2018
15 DEAN PANARO, an individual; Trial Date: Not Set
KAZARIAN/MEASURES/RUSKIN &
16 ASSOCIATES, INC., a California [The Honorable Stephanie M. Bowick, Dept.
corporation; and DOES 1 through 10, 19]
17
Defendants.
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f‘.41§§§§uL.';5 ANSWER TO COMPLAINT
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_‘ 1 Defendant Kazarian/Spencer/Ruskin & Associates, Inc., erroneously sued and doing

‘ 2 business as Kazarian/Measures/Ruskin & Associates (“KMR”) answers the complaint of Plaintiff

3 Abrams Artists Agency (“Plaintiff”) as follows:

4 GENERAL DENIAL

5 In accordance with Civil Procedure Code section 43l.30(d), KMR denies, generally and

6 specically, each and every material allegation contained in Plaintiff’s complaint, and further

7 denies that Plaintiff has sustained any damages, or is entitled to any relief, as alleged in the

8 complaint.

9 AFFIRMATIVE DEFENSES

10 Without waiving or excusing Plaintiff’ s burden of proof, or admitting that KMR has any

11 burden of proof, KMR hereby asserts the following afrrnative defenses:

12 FIRST AFFIRMATIVE DEFENSE

13 (Unenforceable Agreement(s))

14 1. As a separate and distinct afrrnative defense to the complaint and to each of the

15 purported causes of action contained therein, Plaintiffs claims are barred in whole or in part

16 because the alleged covenants which form the basis for Plaintiff’s claims against KMR are

17 invalid, violate public policy and are unenforceable under applicable law. The non-compete and

13 non-solicitation provisions in Dean Panaro’s Employment Agreement with Plaintiff are

19 unenforceable and invalid under Business and Professions Code section 16600.

20 SECOND AFFIRMATIVE DEFENSE

21 (Unclean Hands)

22 2. As a separate and distinct afrrnative defense to the complaint and to each of the

W 23 purported causes of action contained therein, Plaintiffs claims are barred by the defense of

24 unclean hands. Plaintiff seeks to enforce an unenforceable and illegal agreement for purposes of
25 preventing fair business competition in a free enterprise system.

26 THIRD AFFIRMATIVE DEFENSE

27 (Waiver and Estoppel)

EARLY 23 3. As a separate and distinct afrmative defense to the complaint and to each of the
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K 1 purported causes of action contained therein, Plaintiffs claims are barred, in whole or in part, by

i 2 the doctrines of waiver and estoppel. Plaintiff, in a writing dated July 13, 2018, delivered to

3 Dean Panaro on that date, expressly stated that the termination of Mr. Panaro’s employment was

4 “effective immediately.” KMR relied on this writing in deciding to hire Mr. Panaro thereafter.
5 FOURTH AFFIRMATIVE DEFENSE

6 (Competition Privilege)

7 4. As a separate and distinct afrrnative defense to the complaint and to each of the

3 purported causes of action contained therein, Plaintiff’s claims are barred, in whole or in part, by

9 the competition privilege: Plaintiff and KMR are competitors; KMR did not employ wrongful

10 means; KMR’s actions do not create or continue an unlawful restraint of trade; and KMR’s

11 purpose is at least in part to advance its interest in competition.

12 FIFTH AFFIRMATIVE DEFENSE

13 (Knowledge, Acquiescence, Ratification and Consent)

14 5. The complaint, and each of the purported causes of action contained therein, is

15 barred to the extent that Plaintiff had knowledge of, acquiesced in, approved of, consented to, or

16 ratied some or all of the acts, conduct or omissions alleged in the complaint.

17 SIXTH AFFIRMATIVE DEFENSE

13 (Against Public Policy)

19 6. The complaint, and each of the purported causes of action contained therein, is

20 barred as the relief sought by Plaintiff does not protect the legitimate business interests of

21 Plaintiff, it is not reasonably limited in scope and it is not consistent with the public interest.

22 SEVENTH AFFIRMATIVE DEFENSE

W 23 (Additional Affirmative Defenses)
24 7. KMR reserves the right to assert additional afrrnative defenses that become
25 relevant in the course of this litigation or at trial.

W 26 PRAYER FOR RELIEF

27 WHEREFORE, KMR prays as follows:

E ’ glggrnég 1. That Plaintiff takes nothing by its complaint;

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39479.3 , monnsvsuuw
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ANSWER TO COMPLAINT
 A 1 2. For judgment in favor of KMR and against Plaintiff as to all claims against KMR in

‘ 2 the complaint;

3 3. That KMR be awarded its costs to the extent allowed by law; and

4 4. That KMR have such other and further relief as the Court deems just and proper.
' 5
5 ‘ Respectfully submitted,

7 Dated: November 28, 2018 EARLY SULLIVAN WRIGHT

8 GIZER & MCRAE LLP

10
11
9 By; \ ,§_\
Devin A. McRae
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Attorneys for Defendant

12 KAZARIAN/SPENCER/RUSKIN &
ASSOCIATES, INC.
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MCRAE LLP j_—?
39479.3 ‘ moknzvwuw ANSWER TO COMPLAINT
 PROOF OF SERVICE
1 1
2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

3 I am employed in the County of Los Angeles, State of California; I am over the age of 18
and not a party to the within action; my business address is 6420 Wilshire Boulevard, 17th Floor,
4 Los Angeles, California 90048.

5 On November 28, 2018, I served the foregoing document(s) described as:

ZARIAN/SPENCER/RUSKIN & ASSOCIATES, INC.’S ANSWER TO COMPLAINT on
6 he interested parties to this action by placing a copy thereof enclosed in a sealed envelope
ddressed as follows:

7 Martin D. Katz, Esq. Attorney for Plaintiff, Abrams Artist Agency

8 Dylan J. Price, Esq.
SHEPPARD, MULLIN, RICHTER &
9 HAMPTON LLP
1901 Avenue of the Stars, Suite 1600
10 Los Angeles, CA 90067
Tel: (310) 228-3700
11 Fax: (310)228-3701
Email: mkatzsheardmullin. com
12 dricesheardmullincom

13 IZI BY MAIL: I am readily familiar with the business practice for collection and processing
of correspondence for mailing with the United States Postal Service. I served the
14 following document(s) by enclosing them in an envelope and placing the envelope for
collection and processing correspondence for mailing. On the same day that
15 correspondence is placed for collection and mailing, it is deposited in the ordinary course
of business at our Firm’s ofce address in Los Angeles, California within the United
16 States Postal Service in a sealed envelope with postage fully prepaid. Service made
pursuant to this paragraph, upon motion of a party served, shall be presumed invalid if the
17 postal cancellation date of postage meter date on the envelope is more than one day after
the date of deposit for mailing contained in this affidavit.
18
El BY PERSONAL DELIVERY: I caused such envelope to be delivered by hand to the
19 ofces of the above named addressee(s).

20 CI BY OVERNIGHT DELIVERY: I served the foregoing document by Federal Express, an

express service carrier which provides overnight delivery, as follows. I placed true copies
21 of the foregoing document in sealed envelopes or packages designated by the express
service carrier, addressed to each interested party as set forth above, with fees for
22 overnight delivery paid or provided for.

23 A [3 BY E-MAIL: I caused to be e-mailed a true copy to the e-mail addresses listed above.

24 Executed on November 28, 2018, at Los Angeles, California.

25 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct. “
25 \/ W _
27 VALERIE SEGURA ‘

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