JS44C/SDNYREV. 4/2014

CIVIL COVER SI

The JS-44 civil cover sheet and the information contained herein aAprTgfce nor^pjalelfent the filing ampleadings or other papers asrequired by law, except asprovided by local rule's of courfr lhH form, approvediJudicial Conference ofthe United States inSeptember 1974, is required foruse ofthe Clerk ofCourt forthe piloseinitiating the civildocket sheet

PLAINTIFFSAndrea Magder

- :r f\

U Vfflffl DEFENDANTS .OV/l 2 w2014Belton Lee; Madhattan FilmCompany Global, LLC; Christopher Bongime;

Marc Jacobson, P.C.; Marc Jacobson; Dining With Alex, LLC

ATTORNEYS (FIRM NAME,ADDRESS, AND TELEPHONE NUMBER ATTORNEYS (IF KNOWN)Sam P. Israel,1 Liberty Plaza, 35th FloorNew York, NY 10006646-787-9880 HCAUSE OFACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OF CAUSE)

(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)Copyright Infringement of screenplay 17 U.S.C.Section 101 et. seq.

Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY at any time? Nc&esQjudge Previously AssignedIfyes, was this case Vol. fj Invol. Dismissed. No fj Yes fj If yes, give date.

No 0 Yes NATURE OF SUIT

& Case No.

IS THIS AN INTERNATIONAL ARBITRATION CASE?

(PLACEAN[x] INONEBOX ONLY)TORTS ACTIONS UNDER STATUTES

CONTRACT PERSONAL INJURY

[ ] 310 AIRPLANE[ ]315 AIRPLANE PRODUCT

LIABILITY[ ] 320 ASSAULT, LIBEL &

SLANDER[ ] 330 FEDERAL

EMPLOYERS'LIABILITY

[ ] 340 MARINE[ ] 345 MARINE PRODUCT

LIABILITY[ l 350 MOTOR VEHICLE[ J355 MOTOR VEHICLE

PRODUCT LIABILITY( ]360 OTHER PERSONAL

INJURY[ ] 362 PERSONAL INJURY -

MED MALPRACTICE

PERSONAL INJURY[ ] 367 HEALTHCARE/PHARMACEUTICAL PERSONAL , j625 DRUG RELATEDINJURY/PRODUCT LIABILITY[ ] 365 PERSONAL INJURY

PRODUCT LIABILITY . , KQnOTNCB[ ]368 ASBESTOS PERSONAL 1!"OI HbKINJURY PRODUCTLIABILITY

PERSONAL PROPERTY

[ ] 370 OTHER FRAUD[ ]371 TRUTH IN LENDING

FORFEITURE/PENALTY

[]110[]120[]130[]140

[]150

[]151[]152

[1153

[]160

[J 190

[]195

[]196

INSURANCEMARINEMILLER ACTNEGOTIABLEINSTRUMENTRECOVERY OFOVERPAYMENT &ENFORCEMENTOF JUDGMENTMEDICARE ACTRECOVERY OFDEFAULTEDSTUDENT LOANS(EXCL VETERANS)RECOVERY OFOVERPAYMENTOF VETERAN'SBENEFITSSTOCKHOLDERSSUITSOTHERCONTRACTCONTRACTPRODUCTLIABILITY

FRANCHISE

REAL PROPERTY

[ ] 380 OTHER PERSONALPROPERTY DAMAGE

[ ]385 PROPERTY DAMAGEPRODUCT LIABILITY

PRISONER PETITIONS[ ] 463 ALIEN DETAINEE[ ] 510 MOTIONS TO

VACATE SENTENCE28 USC 2255

[ ] 530 HABEAS CORPUS[ ] 535 DEATH PENALTY

] 540 MANDAMUS &OTHER

PRISONER CIVIL RIGHTS

[ ] 550 CIVIL RIGHTS[ ] 555 PRISON CONDITION[ ] 560 CIVIL DETAINEE

SEIZURE OF PROPERTY21 USC 881

LABOR

[ ] 710 FAIR LABORSTANDARDS ACT

[ ]720 LABOR/MGMTRELATIONS

[ ]740 RAILWAY LABOR ACT[ l 751 FAMILY MEDICALLEAVE ACT (FMLA)[ ]790 OTHER LABOR

LITIGATION[ ]791 EMPL RET INC

SECURITY ACT

IMMIGRATION

[ ]462 NATURALIZATIONAPPLICATION

( ] 465 OTHER IMMIGRATIONACTIONS

[]210

[ ]220[ ]230

[] 240[]245

[ ]290

LANDCONDEMNATIONFORECLOSURERENT LEASE &EJECTMENTTORTS TO LANDTORT PRODUCTLIABILITYALL OTHERREAL PROPERTY

ACTIONS UNDER STATUTES

CIVIL RIGHTS

[ ]440 OTHER CIVIL RIGHTS(Non-Prisoner)

[ ] 441 VOTING[ ]442 EMPLOYMENT[ ]443 HOUSING/

ACCOMMODATIONS[ ] 445 AMERICANS WITH

DISABILITIES -EMPLOYMENT

[ ]446 AMERICANS WITHDISABILITIES -OTHER

( ] 448 EDUCATION

CONDITIONS OF CONFINEMENT

Checkifdemanded in complaint:

CHECK IF THIS IS A CLASS ACTIONUNDER F.R.C.P. 23

BANKRUPTCY

[ ) 422 APPEAL28 USC 158

[ ] 423 WITHDRAWAL28 USC 157

PROPERTY RIGHTS

(XI820 COPYRIGHTS[ ] 830 PATENT[ ] 840 TRADEMARK

SOCIAL SECURITY

[ ]861 HIA(1395ff)[ ] 862 BLACK LUNG (923)[ ] 863 DIWC/DIWW (405(g))[ ] 864 SSID TITLE XVI[ ] 865 RSI (405(g))

FEDERAL TAX SUITS

[ ] 870 TAXES (U.S. Plaintiff orDefendant)

[ ] 871 IRS-THIRD PARTY26 USC 7609

OTHER STATUTES

375 FALSE CLAIMS400 STATE

REAPPORTIONMENT[ ] 410 ANTITRUST[ ]430 BANKS & BANKING[ ]450 COMMERCE[ ]460 DEPORTATION[ ]470 RACKETEER INFLU

ENCED & CORRUPTORGANIZATION ACT(RICO)

[ ) 480 CONSUMER CREDIT[ ] 490 CABLE/SATELLITE TV

[ ) 850 SECURITIES/COMMODITIES/EXCHANGE

u

( ] 890 OTHER STATUTORYACTIONS

[ ] 891 AGRICULTURAL ACTS

[ ] 893 ENVIRONMENTALMATTERS

[ ] 895 FREEDOM OFINFORMATION ACT

[ ] 896 ARBITRATION[ ] 899 ADMINISTRATIVE

PROCEDURE ACT/REVIEW ORAPPEAL OF AGENCY DECISION

I ]950 CONSTITUTIONALITY OFSTATE STATUTES

DEMAND $_ OTHER

QOYOUCLAJM THIS CASE IS RELATED TO A CIVIL CASE NOW PENDING IN S.D.N.Y.?

JUDGE DOCKET NUMBER

Check YES onlyifdemandedincomplaintJURY DEMAND: YES UMO NOTE: You must also submit at the time of filing the Statement of Relatedness form (Form IH-32).

[PLACEAN x INONEBOXONLY) ORIGIN[xl 1 n~,ini no .,._ Dt d^=^=h fl 4 Reinstated or 5 Transferred from 6 Multidistrict 7 Appeal to DistrictSL 2 Removedfram L-1 3 Remanded L_l L_l n Judge from

Proceeding State Court from 5Ut*:"~ ^ Magistrate Judge a. .iip.rtirePr.ii Appellate Judgment| | b. Atleastone

party is prose.(PLACEAN xINONEBOXONLY) BASIS OF JURISDICTION IF DIVERSITY, INDICATE 1US PLAINTIFF 2 U.S. DEFENDANT S 3 FEDERAL QUESTION D4 DIVERSITY CITIZENSHIP BELOW.

(U.S. NOT A PARTY)

CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)(Place an [X] in onebox for Plaintiff andonebox for Defendant)

PTF DEF PTFDEF PTF DEFCITIZEN OF THIS STATE []1 []1 CITIZEN OR SUBJECT OF A t]3[]3 INCORPORATED and PRINC'PAL PLACE []5 []S

FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE

CITIZEN OF ANOTHER STATE [12 []2 INCORPORATED or PRINCIPAL PLACE []4[J4 FOREIGN NATION []6 []6OF BUSINESS IN THIS STATE

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)Andrea Magder, 445 East80th Street, Apt 5J, New York, NY 10075

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)Belton Lee, 75-26 196th Street, Flushing NY 11366Madhattan Film Company Global, LLC, 75-26 196th Street, Flushing, NY 11366Christopher Bongirne, 513 East 11th Street, Apt B1, New York, NY 10009Marc Jacobson &Marc Jacobson, P.C, 244 West 54th Street, 9th Fl, New York, NY 10019Dining With Alex, LLC, 75-26 196th Street, Flushing, NY 11366

DE rIpReStATON ISEHE^EbTmADETHAT, AT THIS TIME, IHAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAINRESILIENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:

Check one THIS ACTION SHOULD BE ASSIGNED TO: WHITE PLAINS [x] MANHATTAN(DO NOT check either box ifthis a PRISONER PETITION/PRISONER CIVIL RIGHTSCOMPLAINT.) / / /7/1DATE SIGNATURE OF ATTORNEY OF RECORD //^V ADMITTED TO PRACTICE IN THIS DISTRICT

YL/'* fl? MYES (DATE ADMITTED Mo 05 Yr. 1990 )RECEIPT # / Attorney Bar Code #SPI0270

Magistrate Judge is to be designated bythe Cler^Ltae-Cqwfc

Magistrate Judge MP*> is so Designated.Ruby J. Krajick, Clerk ofCourt by Deputy Clerk, DATED .UNITED STATES DISTRICT COURT (NEWYORK SOUTHERN)

Sam P. Israel, P.C.Sam P. Israel (SPI0270)Eleonora Zlotnikova (EZ8814)1 Liberty Plaza, 35th FloorNew York, New York 10006T: (646) 787-9880 | F: (646) 787-9886samisrael@spi-pc.comAttorneysforAndrea Magder

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

14 CV Q^

ANDREA MAGDERPlaintiff,

-against-

BELTON LEE, MADHATTAN FILM COMPANYGLOBAL, LLC, CHRISTOPHER BONGIRNE,MARC JACOBSON, P.C, MARC JACOBSON,AND DINING WITH ALEX, LLC,

Defendants.

COMPLAINT

Civ. CO_( :) *

JURY TRIAL DEMANDED

CT5

* r'-riC J ' '-:0o

Plaintiff Andrea Magder ("Magder" or the "Plaintiff"), as for her Complaint, byand through her counsel, Sam P. Israel, P.C, against Belton Lee, Madhattan FilmCompanyGlobal, LLC ("MFCG"), Christopher Bongirne, MarcJacobson, MarcJacobson,P.C. ("MJP") (collectively, the "Defendants"), and Dining With Alex, LLC ("DWA" orthe "Company") allege upon the Plaintiff's personal knowledge and otherwise uponinformation and belief, as follows:

I. NATURE OF THE ACTION

1. This action is brought by an author and owner of valid copyright in a script

(Reg. No.Pau3-679-582) (the"Work") that was supposed to serveas the basisfor a feature

film Magder intended to produce. As alleged indetail below, the Plaintiff set out to makeappropriate business arrangements for the film, such as hiring actors, directors, co-producers, as well as raising the capital necessary for its production. To this end, Magdercollaborated with defendants Belton Lee ("Lee") and Christopher Bongirne("Bongirne"), individuals purporting to have skills and connections necessary for thefinancing, production and distribution of the film.

2. In furtherance of the Plaintiff's plans, she and Lee (along with MFCG, anon-managing investor) formed Dining With Alex, LLCa member-managed limitedliability company that was to serve as the vehicle to procurefinancing, as well as makeother arrangements for the production of Magder's film and achieve its ultimatedistribution (the "Project"). The Company's operating agreement secured Magder'screative control over the Project as well as her managerial authority in all of theCompany's material decision-making. Magder's creative control over the Project wasfurther memorialized in a written producer agreement which delineated herresponsibilities, assured her receipt of expected profits and other entitlements and setforth her overall stewardship of the Project as a producer (the "Producer Agreement").To be sure, it was the parties' stated intention that, to the extent it would becomenecessary to assign or transferMagder'scopyrights in the Work in order to develop thefilm, any such transfer would be conditioned upon her receipt of this aggregateconsideration, including participation in the sharing of expected profits as well as hercontinued control of the Project.

3. Yet, in the first of a series of maneuvers designed to wrest control of the

Project from Magder, Lee came to insist that Magder first transfer her copyrights in theWork to a shell company operated by Lee, namely, MFCG. Thus, Magder entered into afurther written agreement with MFCGa limited liability company formed by Lee,pursuant to which she would transfer her rights and copyrights in the Work to MFCG(the"Purchase Agreement"). Ultimately, the copyrights in the Workwere to be reposedwith DWAas effectuated by way of a concurrent written assignment from MFCG toDWA. But even with these interstitial steps, Magder could rely upon the assurances of

2

creative control set forth in the DWA operating agreement and the appurtenant ProducerAgreement. This was the essential part of consideration for Magder's agreement totransfer certain rights in the Work to DWA. While ensuing events revealed the Plaintiff'sreliance upon these instruments to be misplaced, the ostensible transfer of her copyrightsinthe Work to MFCG has been rendered equally illusory.

4. As soon as the parties' agreements were fully executed, Lee and Bongirneadvanced apre-conceived plan to take over the Project (and appropriate the Plaintiff'scopyrights), deny Magder of her contractual entitlements and eliminate her control of itsdevelopment. With the substantial assistance of defendant Marc Jacobson ("Jacobson")and his law firm (MJP)-ostensibly disinterested counsel recruited by Lee and Bongirneto represent the Company-the individual defendants ousted Magder from all of DWA'saffairs, and allegedly removed as amanaging member of DWA.

5. The Plaintiff informed Lee and MFCG that, unless their contractualbreaches were cured and she was assured performance by astated date, the transfer ofany rights in and to the Work were nullified. No cure was forthcoming, however, andMagder demanded through independent counsel that Lee and MFCG immediately ceaseand desist from any further exploitation of her copyrights in the Work. But they not onlyignored the Plaintiff's admonition and continued in their misconduct, but Jacobsonthreatened Magder with retaliation should she take measures to enforce her intellectualproperty rights. Indeed, DWA's presumptively "disinterested" legal counsel went so faras to commence apreemptive action in aNew York State Court, demanding attorneys'fees and a"declaration" that Magder's contractual rights had been forfeited (and withthem, by extension, those rights afforded her under the U.S. Copyright Act).*

6. Meanwhile under cover of this bogus one-page lawsuit, together with thetransfer of atrivial sum offered to Magder in the wake of the Plaintiff's demands (in theapparent belief that this token sum would withstand judicial scrutiny and be recognized

i Dining With Alex, LLC v. Magder, No. 652915/2014 (N.Y. Sup. Ct. N.Y. Cnty, Sept. 23,2014), Summons with Notice.

3

aas legally adequate payment in full for her copyrights), the Defendants are utilizing,exploiting and creating unauthorized derivative material from the Work in willfulinfringement of the Plaintiff's copyrights and in derogation of the protections affordedher under the 17 U.S.C. 101, et seq. as amended (the "Copyright Act").

7. Now, facing irreparable injury and already having sustained monetarylosses, the Plaintiff states claims for direct and contributory copyright infringement;breaches of the three governing written agreements; breaches of fiduciary duties (againstLee, Jacobson and MJP); seeks preliminary and permanent injunctive relief (or, as analternative remedy, a constructive trust over the Work); as well as other equitableremedies, together with an award of the damages occasioned by the Defendants-misconduct.

II. PARTIES

1. Andrea Magder is an individual residing at 445 East 80th Street, Apt. 5J,New York, N.Y. 10075.

2. Upon informationand belief, defendant Belton Lee is an individual residingat 75-26196th Street, Flushing, N.Y. 11366.

3. Upon information and belief, defendant Madhattan Film Company Global,LLC (MFCG) is a limited liability company, maintaining offices and/or conductingbusinessat 75-26196th Street, Flushing,N.Y. 11366.

4. Upon information and belief, defendant Christopher Bongirne is anindividual residing at 513 East 11th Street, Apt. Bl, New York, N.Y. 10009.

5. Upon information and belief, defendant Marc Jacobson, P.C. is aprofessional corporation, maintaining offices and/or conducting business at 244 West54th Street 9th floor, New York, N.Y.10019.

6. Upon information and belief, defendant Marc Jacobson is an individualattorney and principal of Marc Jacobson, P.C, maintaining offices and/or conductingbusiness at 244 West 54th Street 9thfloor, New York, N.Y. 10019.

7. Dining With Alex, LLC is alimited liability company, maintaining officesand/or conducting business at 75-26196th Street, Flushing, N.Y. 11366.

III. TURISDICTION AND VENUE

8. The Court has subject matter jurisdiction over this action pursuant to 28U.S.C. 1338(a), in that the Plaintiff's chief causes of action arise under the CopyrightAct. The Court also has subject matter jurisdiction under 28 U.S.C 1331, and principlesof pendent jurisdiction. Supplemental jurisdiction over the common law and State lawclaims alleged herein is available under 28 U.S.C. 1367(a) as they arise from the samecore of operative facts as those arising under 18 U.S.C. 1338, and are therefore properlybrought before the Court. Additionally, the Declaratory Judgment Act, 28 U.S.C. 2201gives this Court jurisdiction over the declaratory relief requested in this action.

9. The Court has in personam jurisdiction over the Defendants and DWADefendant generally and/or specifically in that they reside in New York and/orpurposely avail themselves of the privileges of conducting business here under the lawsof New York State within the meaning of Section 301 of the New York Civ. Prac. L. &Rules.

10. Venue is proper in this forum pursuant to 28 U.S.C 1391(a), (b) and (c)and 1400(b) because the Defendants and DWA Defendant conduct business within thisDistrict, are amenable to process here, and/or have infringed Plaintiff's copyrights withinthis District, as described herein.

IV. FACTS

The PlaintiffAuthors the Work, Registers Copyrights in the Work, and Arrangesto Produce a Feature Film Based on the Work.

11. Plaintiff Andrea Magder is a New York City-based writer, producer, andan active member of the film industry.

12. In or about 2012, Magder collaborated with Quentin Cine ("Cline")("collectively, the "Co-authors") to write ascreenplay titled "Dining With Alex" about anIndian family's ruse to obtainatelevised review of their restaurant in the hope of infusingthis otherwise failing venture with customers.

13. On January 11, 2006, Magder registered the completed script with theWriters Guild of America ("WGA") as a first step toward producing a feature film basedon the screenplay.

14. Shortly thereafter, Magder launched the Project by soliciting theinvolvement of potential investors and producers. At all times the Plaintiff intended andexpected to retain creative and managerial control over the Project from its inception tothe film's "final cut," which would require Magder's approval before being released tothe public. For over one year, the Plaintiff's efforts were dedicated to recruiting passiveinvestors and/or co-producers, who would share her vision while contributing to theproduction of the film inreturn for expected profits or other financial compensation.

15. Her efforts led to defendant Belton Lee, an individual claiming to havebusiness relations with Chinese citizens of considerable means who were seekingopportunities for investing in film production. Magder and Lee discussed the potentialfor producing aforeign version of the film, and Magder decided to rewrite the script totarget the audience in China.

16. Upon completion of the screenplay, and with Cline's authorization, Magderfiled acopyright registration statement with the U.S. Copyright Office designating herselfas theclaimant and pointofcontact for inquiries or anypermission solicitations.

17. On May 28, 2013 the U.S. Copyright Office issued a Certificate ofRegistration (Reg. No. PAu 3-679-582) for the Work. See Exhibit 1hereto.

18. Inensuing discussions, Lee suggested that his Chinese investors would beprepared to contribute approximately 80% of the budget for the Project in exchange forrights to the Chinese distribution of the film if assured of a release in China by no laterthan February 14, 2015. Whereas Lee professed to be experienced in managing the

financial aspects of film production, he also sought a co-producer role in the Project inexchange for facilitating the introduction between the Chinese investors and Magder.

19. Magder also recruited Bongirne as a producer/line producer.20. Thus, both Bongirne and Lee would be engaged by DWA as co-producers

tasked with furthering Magder's creative vision for the Project. The three individualsagreed to an equally shared producer salary, though Magder would receive further

compensation and benefits derived from the anticipated distribution of the film she

conceived with Cline. (For his part, Cline declined to have a role in the production of thefeature film. He sought only writing credits, a cash purchase price and a portion of certain

future proceeds in exchange for his rights to the Work.)21. To effectuate their arrangement, Magder and Lee formed a limited liability

company (DWA), which would serve as the vehicle for developing, financing, producing,distributing and otherwise engaging in transactions in connection with the Project. Leeand Magder would be the only managing members of DWA, and MFCG would be the

sole non-managing member.

22. In accordance with their agreement and mutual understanding, Lee and

Magder filed DWA's Articles of Organization on May 23,2014.

23. Yet, before they entered into an operating agreement for DWA, Lee insisted

that any transfer of copyrights would take place through MFCG, which would purchase

the rights and copyrights in the Work from Cline and Magder, and simultaneously

transfer those rights to DWA.

TheRelevant Contractual Arrangements Governing the Parties' Relationship andUse of the Work.

24. On or about June 12, 2014, Magder entered into three concurrent

agreementsthe Dining With Alex Operating Agreement ("DWAOA"), the ProducerAgreement, and the Purchase Agreementthat would encapsulate her discussions with

Lee with respect to her involvement with the Project and her entitlements. Assubsequently memorialized in the written agreements, the parties acknowledged that notonly would the Plaintiff and Cline receive financial compensation in exchange for their

rights in the Work, but that Magder and Lee would have equal control of the Project andDWA as Managing Members, with Magder responsible for all creative processes and Leein charge of DWA's non-material, day-to-day business operations, subject to certainimportant restrictions, including, in relevant part: that any disbursement of funds wouldbe in accordance with the agreed-upon budget; Lee would confer with Magder on allmaterial decisions before taking any actions in connection therewith; no distributionagreements would be executed without the prior written consent of both managingmembers, and; no attorneys or other professionals would be retained or terminated bythe Company without the prior written consent of both Lee and Magder.

25. Retention of creative control was essential to the Plaintiff. Whereas herreputation and goodwill depended on the outcome of the Project, the right to control thedevelopment of the film was specifically carved out and reserved for Magder in the threeconcurrent governing agreements. Thus, Magder expressly reserved control over thecreation and development of all derivative material.

26. The Producer Agreement with DWA, states that Magder, Lee and Bongirnewould "work cooperatively to produce a world class motion picture." (ProducerAgreement at 1).

27. Under the Producer Agreement, Magder was to receive "fixedcompensation" in the amount of $125,000.00, although up to $60,000.00 of that amountcould be deferred and payable pro-rata, pari-passu with all other deferred compensation,(in accordance with the terms of the operating agreement for DWA). Further, any"deferred" amount would be the same as to Magder, Bongirne and Lee, and all paymentswere required to be made at the same time and frequency as payments made to Lee andBongirne as producer. Id. ( 4.1-4.2).

28. Among Magder's other significant entitlements under the ProducerAgreement, the Plaintiff was assured aportion of the expected profits from the film (aftercertain stated expenses) as follows:

Andrea Magder: 30%Belton Lee: 55%Chris Bongirne: 15%

8

29. The Producer Agreement states that no changes will be made to thedistribution of the net proceeds and adjusted gross receipts without prior writtenconsent from the employeethat is, Magder.

30. Concurrently with the Producer Agreement, Magder, Lee and MFCGexecuted an Operating Agreementfor DWA, which provides that Magderand Leewouldbe the managing members of DWA, with 70and 30 membership units respectively; andMFCG would be its sole "Cass A member" (with 80 Class A membership units), meaningany actions taken by the managing members would neither be subject to, nor requireMFCG's approval. Magder agreed to the 70/30 split (instead of a 50/50 partnership)because Lee agreed to finance the Project (80% from investors in China and 20% fromhimself or another investor).

31. Section 8.1of the DWAOA provides that the "business, property and affairsof the Company shall be managed and directed exclusively by the Managing Members

[and] no other member shall have the power to so act or bind the Company unless agreedto in writing by the Managing Members."

32. Furthermore, the DWAOA states that Magder will control all creative

decisions and have the final say over script, talent, director and writer engagements, the

film'sfinal cut, as well as the negotiation and execution of any related agreements.33. Thus, by its own terms, DWAOA preserves Magder's creative control over

the Work and the Project, as well as managerial authority with respect to the film'sproduction.

34. The DWAOA also references the concurrently-executed Purchase

Agreement, which would affect a limited transfer of the Co-authors' copyrights andentitlements to the Workfirst, to MFCG and then to DWA by way of a simultaneously-

executed Assumption and Assignment Agreement (the latter purporting to assign thePurchase Agreement, and "all rights and obligations granted to MFCG thereunder" to

DWA).35. Yet,DWA could only exploit Magder's (and Cline's) copyrights in the Work

if the authors received their bargained-for consideration.

9

36. Unlike the express recitals set forth in the Assumption and Assignment

Agreement, the Purchase Agreement does not acknowledge that Magder and Cline werealready in receipt of their due consideration.

37. Rather, the Purchase Agreement provides that MFCG shall, inter alia, pay

or cause to be paid to Cline and Magder $65,200.00 (the "Purchase Price") for the rightsin the Work but provides for Magder's future entitlements in the form of expected profits

and writer's credit, together with full and timely producer compensation (per the fullyincorporated Producer Agreement), and consideration under the DWAOA. Whereas itwas acknowledged that $7,000.00 of the Purchase Price had been paid to Magder, theremaining $25,600.00 was to be paid to her concurrently with the transfer of any funds toa newly recruited writer/director (who remained a third party to the agreement), andeven then the transfer assumedand could not be effectuated withoutMagder's receiptof her producer compensation under the terms of the integrated contract providing for it.

(Purchase Agreement at 1).38. In addition to all of these payments, Magder was entitled to "Contingent

Compensation" consisting of a percentage of the net proceeds on the film and passive

payments in connection with the enumerated adaptions of the film. Id. ( 2).39. Yet another part of Magder's consideration for the Plaintiff's transfer of

rights was that she would retain control over the Project, such that no material decisionscould be made without her approval, and so long as she was solely in charge of the

creative aspects of the Project. To be sure, Lee and MFCG warranted that they wouldperform all of their obligations under the full set of the parties' cross-referenced

agreements.

40. Indeed, Magder would not have given up her rights and copyrights in the

Work she authored unless she was assured of, and received the foregoing consideration.

41. In reliance upon the bona fides of her counterparties, Magder executed the

Purchase Agreement, intending to assign the copyright in the Work to MFCG in the

expectation of receipt of the aforementioned consideration and in accordance with the

Plaintiff's expectations.

10

... the execution of the three governing agreements42. ta the weeks leading up to the executr ^, A*11 nf her contractual obligations, uic

set forth below, Lee wrested control of DWA fro ^ ^^ ^ ^entitlements and repudiating the LLCs ** nte...e.,theUon,shareofherb,gained-forcor,^-^ ^proJertWttHotPIi^AthfonorPno

r u,o nWAOA's provision that no attorneys44. mdirect violation of the DWAOA p

consent of both Lee and Ma^ Bongrme and ^ P ^ ^^ ^-^^r: necess^ to divest Magder of herdeploy his services in settingintellect property rights and compensation.

$100,000.00 refiner, no questions aked ^ ^^^Hsproposedretainer agreementmdu^^^^^^^.be engagement, Magder explained to^w^h * _ ^^ ,^ of

x/myc fees set forth in the proposes^, MJFs fees ^ to ^ ^gagement.DWAsbudgetconstramts,andtherefor ^. mablatant violation of Magders trust, Lee an g^

^ Bongirne and ,acobson had negouated and con^c^^participationwhenJacobsonincludedMagderonanemauconhr

To: Beiton

Belton, ,mant that iS included in this email is

email below he writes... Basea onediscussion agreeing to his 100k fee.

A.

Forwarded message -....hn

DINING WITH ALEX, LLC

Marc Jacobson

By:Beiton Lee

Sincerelyyours,

>:UW

Andrea Magder

48. Magder never signed the retainer agreement. But Lee reached an agreementwith Jacobson and signed it over the other Managing Member's protestations; in fact,Jacobson continues to hold himself out as DWA's counsel despite the fact that his retaineragreement has not been executed by both managing members of DWA (and despite hisbrazen fiduciary violations that are described in further detail below).

49. In short order, it became apparent that Magder's resistance to Jacobson'sengagement was well-placed: the Company's counsel was chiefly tasked with defeatingthe interests of the managing member of the DWA.

50. Apparently, Jacobcon was also Bongirne's personal attorney, and, in shortorder, Bongirne became Jacobson's point of contact, and although Magder did notapprove of his retention, she demanded to be involved in any arrangements Jacobsonwas contriving for DWA's conduct of its business affairs, including that he provideMagder with copies of all of his communications in connection with the Project.

51. Jacobson outright ignored Magder's requests and failed to apprise her ofvarious business arrangements, communications, and negotiations that would have amaterial impact on DWA and the production of the film. When Jacobson did forward orcopy Magder on e-mails, they were not only carefully selected but he extracted the

13

attachments transmitted to the other designated recipients. In sum, Jacobson purposelywithheld material information regardingthe Project fromMagder.

52. In the subsequent months, the Company's ostensible legal counsel wouldcome to engage in a number of improper tactics and activities intended to serve theinterests of Lee and Bongirne to the exclusion of the Plaintiff's interests. His conductculminated in brazen breaches of fiduciary duties to Magder.

The Defendants' Infringements ofthe Plaintiffs Copyrights in the Work.53. At all times since June 4, 2014, Magder was employed as a producer by

DWA. Yet, to date, the Plaintiff has not received any salary,compensationor entitlementsunder the Producer Agreement. Nor has Magder received her full consideration underthe three concurrent agreements which altogether were to serve asbases for her transferof copyright ownership.

54. Since Magder executed the DWAOA, Producer Agreement, and PurchaseAgreement, Lee has ousted Magder from managing the business, property and affairs ofthe Company. He has entered into agreements and business arrangements with variousindividuals andentities, holding himself outassole theManaging Member ofDWA, andhas even assumed full creative decision-making-an area expressly assigned to, andconferred upon, Magder. Lee also purposely withheld material information regardingthe Company and the Project from Magder.

55. For instance, after one meeting in which Lee, Bongirne and Magderdiscussed the script with one of the investors and director Ross Katz ("Katz"), Lee andBongirne demanded that Magder stay out of the project entirely. Although Magderasserted that creative control was the reason she agreed to the extant corporate structure

to begin with, no less the prospective assignment of her rights to the Work, Lee andBongirne made sure that Magder would never see any of Katz's drafts, and would not beable to comment on them.

14

56 Indeed, when Katz produced his re-written final draft of the script-andMagder was finally aUowed to view his workproduct-shewas dumbstruck by its dearthof professional craftsmanship and overall remarkably poor quality. She advised Lee andeveryone involved with the Project that the script was so subpar, that proceeding withthe production based on the rewrite would impair Magder's professional reputation andgoodwill. Although Magder had the final approval of all decisions regarding the scnpt,Lee ignored the Plaintiff's entreaties and disseminated the script to third parties for thepurpose of moving forward with the production.

57 In another blatant disregard for the Plaintiff's rights, Lee opened abankaccount for DWA in Chase Bank's location in Queens, New York without notifyingMagder or seeking her approval. The Plaintiff contacted the bank to determine how Leewas able to open an account for DWA without her knowledge or authorization.According to the bank's representatives, aU members of aUmited liabUity company mustbe present in order to open acompany account. Apparently, Lee supplied falseinformation about DWA to the bank in order to unilaterally open abank account thatonly he could access.

58 Lee, through his shell company MFCG, also failed to transmit the statedconsideration to both Magder and Cline provided by the Purchase Agreement. Inselectively withholding Magder's entitlements, Lee unilaterally disbursed Company'sfunds toRoss Katz andother individuals.

> 59. On or about July 25,2014 Magder and Cline transmitted awritten notice toMFCG and Lee, stating that, among other things, their "failure to pay the balance of thePurchase Price to the Writers [Magder and Cline] ... is abreach of the express terms of

the Purchase Agreement and as aresult, the transfer of the rights to the Screenplay asprovided therein is null and void and all right, title and interest in and to the Screenplayremain [fjully vested with the Writers."

60. Lee and MFCG had ten (10) business days to cure the material breachesunder the Purchase Agreement and assure Magder that they would otherwise honor their

#

t0 .epresent-if she attempted to enforce her contractual rights.62 Jacobson ignored the apparent conflict of interest occasioned by his62. jacoDson i6 "Where is no point in

concurrent representation of the DWA, and simply stated that WhereKav^gafutUediscussionandthelawwulnotmandateit.''

63 According to Jacobson, the day after he received Magder sJuly a 2DH

j t i o* 9014 Ms Magder is no longer a Managing"[a]s of Saturday, July 26,2U14, ms. ^With Alex, LLC."

M Yet nothing in the DWAOA authorized ^-th^hufejn^membT-or I the Cass Ashareholders to unUaterally "remove" Magder-a fact^own to both Lee and Jacobson when conspiring to oust her.

e5 Indeed, Section 3.1 of DWAOA titled "Members and Units" states ft*.Jfte M^bers and ft. o^c"^-^^r:^::::rs*,;Managing iviemucto o4.^,foc 4-w "no approval" , . jj a\ drtViPr Section 3.2 states tnat """cr nwA DWAOA 3.1 (emphasis added). Further, secnoimDWA.DWAUA9 v f MPrCl shall be required with respect to any

4. f +v> Class A Members [i.e., MFCG] snail De re4or consent of the L-iass t\ ivicxi

16

m0re than sixty (60) days SS*JsSaibaUS!BL-^^ of

- -isrArrc^.---'"^rrddateforanyvoteregard.gacompanym.tte

1,4 w> reauired to vote on any Company icmembers of the Company would be requ^ ^ mrr-.rrr.t-u^-

, .dav after Magder and Cline transmitted their letter.occurred one day alter magu67 mfurfterdisregardforhisflduciaryob,igattonsa,danorneys*s^

matter." He stated as follows:*. *m of Ms Magder's behavior, actions, attitudeBy virtue of all or Ms. Mag ith ^^ Ms.

and communications among the P^^^ me ProducerMagder is hereby terminated ^J^eto cure. As aresult ofAgreement. These^^^^TL to Ms. Magder at anythis termination, no payment is or wintime under the Producer Agreement.

Q^ ^ bothMr Lee andMr. BongineYou should also be aware that ^ V work ^ Ms.

the resignation letters.

By now you are both ^JX.V^ance of the !%* Agreement is now in^ST^AOL^oU so mere should be no concernabLtwhetherthefundsareavailable. ^. Thus not only did Jacobson impress aself-serving, an

Tfte three agreements in service of himself, Bongirne and Ue, and withinterpretation of the three agre ^ ^ md Qwing tofte intention of injuring Magder, but he oumg

.- ,.*'-"""'"Magder's requests. ^-retained counsel with

* ,even"^r^r^^ued'-anyaction"--^^rs^C-dothercopyrightWremedies,^gmjunctiverehef.orstatutory ^^ ^

70. jacobson set forth fte terms pursuant ^ ^^ ^resolveftematter,and demanded ^" "^ h^e a.e.dy represented

:;:;:;r;rrPri:*-:--- *~^.Uhavenorolewhatsoever.fte^-- ^ _

^c^r=", ,leSummons with Notice" which mandated her appear^commenced by DWA. The relief sought in*~~jM^auseDefendanttMagderJdidnotwiftdraw^o ^ ^unless certain requests or demands were met vnthm ac ^

With Ate, LLC ..Mag-ter, No. 652915/2014 (N. ^.o^olofDWA ,d the fUm entirely from"^^^^tlbIow, JacobsonOWAOA and purported to ren er her***- her July 25,2014 letter to^UedMagderwiftafrivolouslawsuitu^ ^ ^^counSel-in which the Plaintiff requested that Lee an

18

breaches and repudiationsand affirmatively represent to Jacobson and his associatesthat she will take no actions with respect to the Project.

74. Whereas Jacobson, Bongirne, MFCG and Lee each assumed that the

Plaintiff had conclusively transferred her rights and copyrights in the Work, Lee andMFCG repudiated and/or breached their respective agreements with Magder in allmaterial ways and forfeited any and all claims to the copyrights in the Work.

75. Currently, upon information and belief,the Defendants are actively makingunauthorized uses of the Work with a plan toward releasing the film in or about

February, 2015; they have not and will not cure their prior defaults, nor provideprospective remuneration or entitlements, and their infringing conduct compriseviolations of Magder's exclusive rights under the Copyright Act.

76. The Plaintiff faces irreparable harm as a direct and proximate result of the

Defendants' ongoing acts of infringement, and has already suffered substantial monetary

losses including gains, profits and advantages which were to derive from the Work'scommercial exploitation.

77. Faced with the Defendants' actions and misconduct, the Plaintiff has no

adequate remedy at law.

COUNT ONECOPYRIGHT INFRINGEMENT

(Against Lee, MFCG, and Bongirne)78. Plaintiff re-alleges and incorporates by reference each and every allegation

contained in each paragraph above as if fully set forth herein.79. The Copyright Actconfers upon copyright ownerssuch as the Plaintiff

"the exclusive right to do and to authorize," inter alia, "(1) to reproduce the copyrightedwork in copies ...; (2) to prepare derivative works based upon the copyrighted work; (3)to distribute copies ... of the copyrighted work to the public by sale or other transfer ofownership...." 17 U.S.C. 106 (l)-(3). And derivative works are defined as "work[s]

19

based upon one or more preexisting works, such as [an] .. .art reproduction ... or anyother form in which awork may be recast, transformed, or adapted." See 17 U.S.C. 101.

80. The Plaintiff has in all respects complied with the requirements of theCopyright Act with respect to the registration of the Work.

81. In the weeks leading up to the execution of the three agreements governingthe prospective assignment of copyrights in the Work, and to date, Magder performed allof her contractual obligations; at all times the Plaintiff operated in accordance with thepromises and representations she made to Lee and MFCG.

82. For their part, Lee, Bongirne and MFCG, at all relevant times, knew thatMagder was the copyright owner in the Work and any transfer of Magder's rights inconnection with the Work was contingent upon the fulfillment of their contractualobligations under the DWAOA, the Purchase Agreement and Producer Agreement. Theyfurther knew that Magder had retained control over the creation and development ofderivative material, namely, the film.

83. MFCG and Lee repudiated their contractual obligations to Magder,including the Producer Agreement which Lee caused DWA to breach (and whichbreaches went to the very root of the parties' contractual relationship). Lee, Bongirne andMFCG also went outside the scope of their license by exploiting the rights retained byMagder without herauthorization.

84. The Plaintiff notified Lee and MFCG of the foregoing misconduct anddemanded that they cease and desist from further exploiting her copyrights in the Workin any manner whatsoever, includingby advancing the production ofafeature film basedon the Work through DWA.

85. Accordingly, Lee and MFCG knew that, because they failed to cure thebreaches and indicated that Magder would be stripped of her bargained-for entitlements,they stood to forfeit any rights, including copyrights to the Work. Bongirne was on noticeof the forgoing by virtue of his employment with DWA and Lee.

86. Nevertheless, Lee, Bongirne and MFCG willfully and intentionallydisregarded the Plaintiff's rights by continuing to engage in the unauthorized

20

exploitation of the Work, including copying, distributing, and/or creating derivativematerial from the Work in derogation of the Plaintiffs' rights under the Copyright Act.

87. Not only have they refused to cease their infringing activities, but Lee andMFCG-through their ethically conflicted counsel Jacobson-threatened the Plaintiffwith reprisal if she took any steps to protect her intellectual property in this Court.

88. As adirect and proximate result of these defendants' willful, wanton, andcontinued infringements of the Plaintiff's copyrighted Work, the Plaintiff has alreadysuffered damages, including lost gains, profits and advantages derived therefrom.

89. The foregoing infringing activities are ongoing. Unless enjoined by thisCourt, and they will continue to infringe the Plaintiff's copyrights in the Work; if leftunabated, their misconduct will cause thePlaintiff to suffer irreparable injury.

90. Consequently, by reason of the foregoing, the Plaintiff is entitled to thefollowing relief: pursuant to 17 U.S.C. 502, a preliminary and permanent injunctionrestraining Lee, Bongirne and MFCG, and each of their respective officers, agents,employees, representatives, and parent and subsidiary corporations from furtherinfringement of the Plaintiff's copyrighted Work and any derivative material; an orderdirecting Lee, Bongirne and MFCG to deliver to the Plaintiff or destroy all unauthorizedcopies of the Work and derivative material; an accounting and judgment against them;all profits received by each from the use, distribution or sale of the infringing materialincluding derivative works thereof; all actual damages suffered by the Plaintiffs as aresult of their copyright infringement, as provided in 17 U.S.C. 504(b) or, in thealternative statutory damages provided for in 17 U.S.C. 504(c); an award of all costs ofthis action together with reasonable attorneys' fees (pursuant to 17 U.S.C. 505); suchotherfurther relief as the Court deemsjust,proper and equitable.

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ACOUNT TWOCONTRIBUTORY COPYRIGHT INFRINGEMENT

(Against Bongirne, MJP and Jacobson)91. Plaintiff re-alleges and incorporates by this reference each and every

allegation contained ineach paragraph above as iffully setforth herein.92. Bongirne, MJP and Jacobson, at all relevant times, knew that Magder was

the author and copyright owner of the Work. They also knew that Lee and MFCG hadviolated the contractual terms that governed the relationship with Magder and thecontingent transferof copyrightsfrom Magder to DWA.

93. For their part, MJP and Jacobson were the recipients of the Plaintiff's July25, 2014 letter in which Magder notified Lee and MFCG of their breaches and assertedher rights to the Work. Thus, Bongirne, MJP and Jacobson knew or had constructiveknowledge thatLee andMFCG were utilizing thePlaintiff's copyrights without Magder'sauthorization and that their contractual arrangements were null and void.

94. Without her authorization, license, or valid transfer, Bongirne, MJP andJacobson have willfully and materially contributed to each act of infringement of thePlaintiff's rights and copyright in the Work by participating in, enabling, inducing, andfacilitating, the foregoing infringing acts of Lee and MFCG and are therefore liable ascontributory copyright infringers for the.

95. Asa direct and proximateresult of the violations of the Plaintiff's exclusiverights under the Copyright Act, Bongirne, MJP and Jacobson, the Plaintiff is entitled tothe maximum statutory damages pursuant to 17 U.S.C. 504(c). Alternatively, at thePlaintiff's election, pursuant to 17U.S.C. 504(b), the Plaintiff is be entitled to her actualdamages together with the defendants' profits from infringement, as will be proven attrial.

96. The Plaintiff is entitled to costs, including reasonable attorneys' fees,pursuant to 17 U.S.C. 505.

97. Further, in that the willful or reckless misconduct by Bongirne, MJP andJacobson is causing and will continue to cause the Plaintiff greatand irreparable injury

22

that cannot fully be compensated or measured in money, the Plaintiff has no adequateremedy at law. Pursuant to 17 U.S.C. 502, the Plaintiff is entitled to a permanentinjunction requiring Bongirne, MJPand Jacobson to employ reasonable methodologies toprevent or limit infringement of Plaintiff's copyrights.

COUNT THREEFOR DECLARATORY RELIEF

FEDERAL DECLARATORY JUDGMENT ACT, 28 U.S.C. 2201,2202(Against MFCG, Lee and DWA)

98. Plaintiff re-alleges and incorporates each and every allegationcontained ineach paragraph above as if fully set forth herein.

99. The Plaintiffis the original author and owner of copyrights in the Work.100. ThePlaintiffarranged to transfer her copyrights in the Work to MFCG and,

subsequently, DWA in exchange for certain statedconsideration and conditioned uponher control over the creative developmentof the Workand the Project.

101. In theweeks leading up to theexecution ofthethree agreements governingthearranged transfer ofcopyrights in theWork, and todate,Magder performed allofhercontractual obligations; at all times thePlaintiff operated inaccordance withthepromisesand representations she made to Lee and MFCG.

102. Yet, the Plaintiff never received her bargained-for consideration and wasdeprived of the promised authorityand control over the Project, the transfer did not takeplace and the Plaintiff remains the lawfulowner of the copyrights in the Work.

103. Nevertheless, and in defiance of the Plaintiff's July 25, 2014 notice to Leeand MFCG tocease and desistfrom continuing to exploit her copyrights in theWork, theDefendants continue todosotothedetriment ofthePlaintiff's rights undertheCopyrightAct.

104. As a consequence of this actual, present and justiciable controversybetween the parties as to the rights, title, and interest in the copyrighted materialsdescribed above and pursuant to the Federal Declaratory Judgment Act, 28 U.S.C. 2201, 2202, the Plaintiff seeks a resolution of this controversy by a declaration of this

23

Court that the Plaintiff is a rightful owner of the copyrights in the Work, including anycopies and derivative materials based on or derived from theWork.

105. The Plaintiff has suffered and will continue to suffer harm as a result of the

continued exploitation of the Plaintiff's Work by Lee, MFCG and DWA withoutremuneration or consideration that the Plaintiff bargained for under the DWAOA,Purchase Agreement and Producer Agreement.

COUNTFOURBREACH OF THE PRODUCER AGREEMENT

(Against DWA and Lee)106. Plaintiff re-allegesand incorporates each and every allegation contained in

each paragraph above as if fully set forth herein.107. On or about June 12, 2014, Magder entered into the Producer Agreement

with DWA (which operated concurrently with the DWAOA and Purchase Agreement aspart of the same transaction), which stated that she, Lee and Bongirne would "workcooperatively to produce a world class motion picture."

108. Under the Producer Agreement, Magder was entitled to "fixed

compensation" in the amount of $125,000.00, as well as other entitlements, includingproducer credit,insurance, and expectedprofits from the film, in exchange for renderingher services as a producer to DWA, as well as transferring her copyrights in the Work(for which she was to receive additional consideration reflected in DWAOA and thePurchase Agreement).

109. The Producer Agreement stated that no changes will be made to thedistribution of the net proceeds and adjusted gross receipts without Magder's priorwritten consent.

110. From June 4, 2014 and until July 28, 2014 Magder has rendered full

performance under the Producer Agreement111. Though DWA and Lee have received the benefits of Magder's services

under the Producer Agreement, they have refused to pay Plaintiff the sums due andowing to her. Further, on July 28,2014 Jacobson advised Magder on behalfof DWA and

24

Lee that Magderwas terminated as a producer, and "no payment is or willbe due to Ms.Magderat any time under the Producer Agreement."

112. To date, the amount of $125,000.00 has beenwrongfully withheldfrom thePlaintiff, and she has been deprived of her other contractual entitlements, includingexpected profits and commissions.

113. By reason of the foregoing, the Plaintiff is entitled to recoverycompensatory damages in an amount to be determined at trial, but which the Plaintiffbelieves to exceed $1,000,000.00.

COUNT FIVEBREACH OF DWAOA

(Against Lee and MFCG)114. Plaintiff re-alleges and incorporates each andevery allegation contained in

each paragraph above as if fully set forth herein.

115. On or about June 12, 2014 Magder, Lee and MFCG entered into theDWAOA (which operated concurrently with the Producer Agreement and PurchaseAgreement aspartofthesame transaction), which provides thatMagder and Lee wouldbe the Managing Members of DWA. Under the DWA, Magder would have thirty (30)units andLee would have seventy (70) units asManaging Members. MFCG would bethesole "Class Amember" (having 80 Class Amembership units).

116. Under the DWAOA, the "business, property and affairs of the Companyshall be managed and directed exclusively by the Managing Members [and] no othermember shall have the power to so act or bind the Company unless agreed to inwritingby the Managing Members."

117. Furthermore, the DWAOA states that Magder will control all creativedecisions and have the final say over script, talent, director and writer engagements, thefilm'sfinal cut, as well as the negotiation and execution of any related agreements.

118. Thus, by itsownterms, DWAOA preserves Magder's creative control overthe Work and the Project, as well as managerial authority with respect to the film'sproduction, inexchange for the transfer of her copyrights inthe Work (for which she was

25

to receiveadditional consideration reflected in the Producer Agreement and the Purchase

Agreement).119. From the time that Magder and Leeformed DWA, Magder had been acting

as the Managing Member for the benefit of the Company, and fully performed her dutiesand obligations under the DWAOA.

120. Lee and MFCGbreached the terms of the DWAOA by, among other things,

wresting managerial authority away from Magder, engaging professionals and makingmaterial decisions for the Company without Magder's consent, purporting to terminate

her services as a producer, withholding material information, and otherwise failing toconfer with Magder regarding all other significant Company matters, including thoseover which she had exclusive control.

121. On July 25, 2014 Magder transmitted a written notice to Lee an MFCG,informing the defendants of their breaches. Rather than curing their breaches and

providing assurances, the defendants retaliated by purporting to remove Magder'smanagerial authority and threatening the Plaintiff with legal prosecution.

122. Although Magder agreed to transfer her copyrights in the Work to DWA in

exchange for her bargained-for consideration, the Plaintiff has been ousted from theCompany and she has been deprived of her contractual entitlements under the DWAOA,

including expected profits and commissions.

123. By reason of the foregoing, the Plaintiff is entitled to recovery of

compensatory damages in an amount to be determined at trial, but which the Plaintiffbelieves to exceed $1,000,000.00.

COUNT srxBREACH OF THE PURCHASE AGREEMENT

(Against MFCG)124. The Plaintiff executed the Purchase Agreement concurrently with the

DWAOA and the Producer Agreement. The Purchase Agreement is incorporated byreference in the DWAOA, and provides that MFCG would purchase Magder's and

Cline's respective rights, copyrights and entitlements to the Work, while simultaneously

26

assigning "all rights and obligations granted to MFCG thereunder" to DWA by way ofan Assumption and Assignment Agreement.

125. The Purchase Agreement provides that MFCG shall, inter alia, pay or causeto be paid to Cline and Magder $65,200.00 for the rights in and to the Work, and furtherassumes that Magder would receive her full and timely producer compensation, as perthe fully incorporated Producer Agreement, as well as her due consideration under theDWAOA.

126. Further, in addition to all of these payments, Magder was entitled to"Contingent Compensation" consisting of a percentage of the net proceeds on the filmand passive payments in connection with the enumerated adaptions of the film.

127. Yet another part of Magder's consideration for the Plaintiff's transfer ofrights was that she would retain control over the Project, such that no material decisionscould be made without her approval, and so long as she was solely in charge of thecreative aspects of the Project. To be sure, Lee and MFCG warranted that they wouldperform all of their obligations under the full set of the parties' cross-referencedagreements.

128. Unlike the express recitals set forth in the Assumption and AssignmentAgreement, the Purchase Agreement does not acknowledge that Magder and Cline werealready in receipt of their due consideration; rather, DWA could only exploit Magder's(and Cline's) copyrights in the Work if the authors received their bargained-forconsideration.

129. Indeed, Magder would not have so freely given up her rights andcopyrights in the Work she authored unless she was assured of, and received the

foregoing consideration.

130. Although Magder rendered full performance under the PurchaseAgreement, MFCG breached it by failing to pay Magder her financial compensation,including Contingent Compensation and any expected profits thereunder, and denudedthe Plaintiff of the entirety of considerationshe would receive under all three governingagreements in exchange for her intellectualproperty rights in the Work.

27

131. On July 25, 2014 Magder transmitted a written notice to Lee an MFCG,

informing the defendants of their breaches. Under the Purchase Agreement MFCG was

allotted ten (10) days to cure its contractual defaults.132. Yet, MFCG retaliated by purporting to remove Magder's managerial

authority, threatening the Plaintiff with legal prosecution, and converting the sums due

and owing to Plaintiff by transferring the funds to Jacobson's bank account.

133. By reason of the foregoing, the Plaintiff is entitled to recovery of

compensatory damages in an amount to be determined at trial, but which the Plaintiff

believes to exceed $1,000,000.00.COUNT SEVEN

TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC RELATIONS(Against Lee and Jacobson)

134. Plaintiff re-alleges and incorporates each and every allegation contained ineach paragraph above as if fully set forth herein.

135. A claim of interference with contractual relations "consists of four elements:

(1) the existence of a contract between plaintiff and a third party; (2) defendant'sknowledge of the contract; (3) defendant's intentional inducement of the third party tobreach or otherwise render performance impossible; and (4) damages to plaintiff."

136. A tortious interference claim may be premised on an at-will or voidable

contract.

137. As alleged above, Magder concurrently entered into the DWAOA, PurchaseAgreement and Producer Agreement.

138. Whereas Jacobson knew about the existence of the three aforesaid contracts,

he intentionally and by wrongful means induced Magder's contractual counterparts tobreach the agreements and thereby facilitated: her removal as Managing Member of theDWAOA, the conversion of funds due and owing to the Plaintiff under the PurchaseAgreement, and the deprivation of her entitlements under the Producer Agreement.

28

139. As MFCG's principal andsignatory tothe Purchase Agreement, Lee causedMFCG not to render consideration that was due and owing to Magder under thePurchase Agreement.

140. The Plaintiff sustained damages as a result of the foregoing breaches, theamount of which will be determined at trial, butwhich the Plaintiff reasonably believesto exceed $500,000.00.

COUNT EIGHTBREACH OF FIDUCIARY DUTIES

(Against Lee)141. Plaintiff re-alleges and incorporates each and every allegation contained in

eachparagraph aboveas if fully set forth herein.

142. Managing members have statutory and common-law fiduciary duties tothe other members ofa limited liability company. N.Y. LLCL 409.

143. As the Managing Member and majority shareholder of the Company, Leeowesfiduciary duties to Magder.

144. Lee breached his fiduciary duties to Magder by ousting the Plaintiff fromthe Company, oppressing Magder and altogether depriving her of the bargained-forcontractual entitlements that were to serve as basis for her transfer of copyrights in theWork to DWA.

145. As set forth more fully above, Lee wrested all managerial authority awayfrom Magder without notice, engaged professionals and made material decisionsregarding theCompany withoutMagder's priorconsent, otherwise failed to confer withMagder regarding all other significant Company matters, including those over which shehad exclusive control, purported to terminate her services and contractual entitlementsunder all three agreements, and altogether violated the spirit of the parties' agreements.

146. By reason of the foregoing, Lee is liable to the Plaintiff for damagessustained by such breaches of fiduciary duties, including any punitive damagesoccasioned by Lee's economic duress, inanamount tobe proven at trial.

29

COUNT NINEBREACH OF FIDUCIARY DUTIES

(Against MJPand Jacobson)147. Plaintiff re-alleges and incorporates each andevery allegation contained in

each paragraph above as if fully set forth herein.

148. New York law is clear inthat "anattorney stands ina fiduciary relation tothe client."

149. One who has served as attorney for a corporation may not represent anindividual shareholder in a case in whichhis interests are adverse to othershareholders.

150. At all times relevant to this action, MJP and Jacobson purported to act aslegal counsel to DWAand tendered invoices to DWAfor their services.

151. As DWA's counsel, Jacobson and MJP owed Magder (who is DWA'sminority member) a fiduciary duty.

152. As set forth above, in substantially assisting Lee and MFCG with carryingout their scheme to oust a Managing Member of DWA (Magder) for their personalbenefit, MJP andJacobson acted ina manner materially adverse to the interests ofDWAand Magder. To be sure, Jacobson and MJP failed to act responsibly to protect Magder'sinterests.

153. Further, Section 13.15 of the DWAOA states that, "[i]f any action,arbitration, or other proceeding is commenced among the parties to this agreement, thenMarc Jacobson P.C. shall not represent anyparty."

154. Nevertheless, Jacobson and MJP filed an action in New York State Courtagainst a Magder.

155. It is beyond dispute, that "attorneys historically have been strictlyforbidden from placing themselves in a position where they must advance, or evenappear to advance, conflicting interests." Code of Professional Responsibility DR 5-105(22 NYCRR 1200.24) also strictly prohibits a lawyer from simultaneously representing

30

conflicting interests withoutconsent; and evidence ofconduct violating theCodemaybeofferedto show that a lawyer has breached a fiduciary duty.

156. Based on the foregoing failures, omissions and professional misconduct ofcounsel whofostered thebusiness interests and advanced a competitive positonofcertainclients over a current client whom the attorney was still representing Jacobson and MJP haveegregiously breached fiduciary duties they owed the Plaintiff.

157. By reason ofthe foregoing, Jacobson and MJP are liable to the Plaintiff fordamages, including the disgorgement and forfeiture of all legal fees and othercompensation, as well as any punitive damages occasioned by Jacobson's economicduress, in an amount to be proven at trial.

COUNT TENFOR DISSOLUTION OF DWA UNDER N.Y. BCL 1104-A

(Against Lee and MFCG)158. Plaintiff re-alleges and incorporates eachand everyallegation contained in

each paragraph above as if fully set forth herein.

159. The conduct of Lee and MFCG in eliminating the Plamtiff-minorityshareholder from the active operation of DWAthe corporation in which they hadparticipated and in which he had every expectation of being able to continue toparticipateconstitutes oppressive conduct within themeaning ofthestatute governingminority shareholders' right to demand dissolution of the corporation under GeneralBusiness Law 1104-a.

160. By reason for the foregoing, the Plaintiff demands a dissolution of theCompany pursuant to General Business Law 1104-a, and an independent accountingby a certified public accountant of the books, records, invoices, and each and everytransaction undertaken by DWA.

161. In this regard, Plaintiff has no adequate remedy at law.

31

COUNT ELEVENFOR RESCISSION OF THE PURCHASE AGREEMENT

(Against Lee and MFCG)162. Plaintiff re-alleges and incorporates each and every allegation contained in

each paragraph above as if fully set forth herein.

163. It has been held that notice of the rescission of a contract for abandonment

ornonperformance orfailure of consideration may be made atany time within the statuteof limitations unless delay would be inequitable. (10 N. Y. Jur., Contracts, 411.)

164. To grant rescission is todeclare acontract void from its inception and to putor restore the parties to status quo. Where there is a willful failure or refusal to afford apartythat forwhich theybargained, a courtmayordera rescission in toto withthe returnof any exchanged consideration. The plaintiff seeks this relief in the alternative to herrequest of an award of damages as premised upon breaches of terms set forth in thePurchase Agreement.

165. The Plaintiff executed the Purchase Agreement concurrently with theDWAOA and the Producer Agreement and all three contracts incorporate the otheragreements' terms by reference.

166. The Purchase Agreement provides that MFCG would purchase Magder'sand Cline's respective rights, copyrights and entitlements to the Work, whilesimultaneously assigning "all rights and obligations granted to MFCG thereunder" toDWA by way of an Assumption and Assignment Agreement, it further provides thatMFCG shall, inter alia, pay or cause to be paid to Cline and Magder $65,200.00 for therights in and to the Work, and by reference, assures Magder of her full and timelyproducer compensation, as perthe fully incorporated Producer Agreement, aswell as herdue consideration under the DWAOA.

167. Yet another part of Magder's consideration for the Plaintiff's transfer ofrights was thatshe would retain control over theProject, such thatnomaterial decisionscould be made without her approval, and so long as she was solely in charge of thecreative aspects of the Project.

32

168. Upon information and belief, MFCG induced Magder to enter theagreements without the intentionofgenuinely fulfilling its obligations at the timeit madethe contract. The defendants only made the contract to induce thePlaintiff to assign hercopyright.

169. Although Magder performed under the Purchase Agreement, MFCGbreached it by failing to pay Magder her financial compensation, including ContingentCompensation and any expected profits thereunder, and denuded the Plaintiff of theentirety of consideration she would receive under all three governing agreements inexchange for her intellectual property rights in the Work.

170. The Purchase Agreement gave the plaintiff a specific right to demandperformance by defendants in exchange for her agreement to assign her copyright, indefault ofwhich the Plaintiff was not restricted to legal remedies but could, if shechose,seek to avail herself of equitable remedies.

171. On July 25, 2014 Magder transmitted a written notice to Lee an MFCG,informing the defendants oftheir breaches. Under the Purchase Agreement MFCG wasallotted ten (10) days to cure its contractual defaults.

172. Yet, MFCG refused to cure its defaults thereunder.

173. Accordingly, and by reason of the defendants' deceitful misconduct,rescission of the transaction should be ordered; the court should declare the contract void

from its inception and to restore the parties to status quo.

COUNT TWELVEFOR IMPOSITION OF A CONSTRUCTIVE TRUST OVER THE WORK

(Against MFCG, DWAand Lee)174. Plaintiff re-alleges and incorporates each and every allegation contained in

each paragraph above as if fully set forth herein.

175. A court may, in its equitable powers, impose a constructive trust over atransfer of property in order to prevent unjust enrichment, where such property wasacquired or retained in violation of a fiduciary duty owed to the true owner of the

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property. The plaintiff seeks this relief in the alternative to her request of an award ofdamages as premised upon breaches of terms set forth in the Purchase Agreement.

176. To determine whether the imposition of a constructive trust is appropriate,New York law generally requires that a party establish four elements: "(1) confidential orfiduciary relationship; (2) an express or implied promise; (3) a transfer made in relianceon that promise; and (4) unjust enrichment." These elements are subject to a balancingtest, where the absence of one does not automatically preclude remedy.

177. Magder entered into the Purchase Agreement with MFCG upon Lee'sbehest, that without the transfer of her copyrights to the Work, the Project could notproceed.

178. Such transfer was premised on the promise that upon transfer of thecopyright, the DWAOA and the Producer Agreement memorializing Magder'scompensation and creative capacity in the Project would be adhered to.

179. Upon transfer of Magder's copyright to MFCG and subsequent transfer toDWA, the defendants proceeded to remove her from the Project altogether, whilesimultaneously moving forward with the Project, exploiting the transferred Work.

180. Without a constructive trust imposed on Magder's copyright, she is leftwithout the copyright to the Work, compensation for her contribution, any future benefitfrom the use of her Work, and any recourse to utilize her Work in the future.

181. Accordingly, to prevent unjust enrichment between parties in a confidentialrelationship, the court should impose a constructive trust over the Work and prevent thefurther exploitation of the Work by Lee, MFCG, and DWA.

PRAYER FOR RELIEF

WHEREFORE, the Plaintiff respectfully pray that this Court enter a judgment against theDefendants, jointly and severally as follows:

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A. On Count One, pursuant to 17 U.S.C. 502, a preliminary andpermanent injunction resttaining Lee and MFCG, and each of theirrespective officers, agents, employees, representatives, and parentand subsidiary corporations from further infringement of thePlaintiff's copyrighted Work and any derivative material; an orderdirecting Lee and MFCG to deliver to the Plaintiff or destroy allunauthorized copies of the Work and derivative material; anaccounting and judgment against them; all profits received by eachfrom the use, distribution or sale of the infringing material includingderivative works thereof; all actual damages suffered by thePlaintiffs as a result of their copyright infringement, as provided in17 U.S.C. 504(b) or, in the alternative statutory damages providedfor in 17 U.S.C. 504(c); an award of all costs of this action togetherwith reasonable attorneys' fees (pursuant to 17 U.S.C. 505); suchother further relief as the Court deems just, proper and equitable;B. On Count Two, Plaintiff demands actual damages plusDefendants' profits from infringement, as will be proven at trial, hercosts, including reasonable attorneys' fees, pursuant to 17 U.S.C. 505 and a preliminary and permanent injunction pursuant to 17U.S.C. 502 preventing further infringement of Plaintiff'scopyrights;

C. On Count Three, the Plaintiff seeks a resolution of thiscontroversy by a declaration of this Court, pursuant to the FederalDeclaratory Judgment Act, 28 U.S.C. 2201, 2202, the that thePlaintiff is a rightful owner of the copyrights in the Work, includingany copies and derivative materials based on or derived from theWork.

D. On Counts Four, Five, Six, and Seven, the Plaintiff demandscompensatory damages, in an amount to be determined at trial, butwhich the Plaintiff believes to exceed $200,000.00, together withattorneys' fees and costs;

E. On Counts Eight and Nine, the Plaintiff demands damages asa result of breaches of fiduciary duties, including forfeiture of anyprofits, fees or commissions, and punitive damages;

F. On Count Ten, the Plaintiff demands a dissolution of theCompany pursuant to General Business Law 1104-a, and anindependent accounting by a certified public accountant of thebooks, records, invoices, and each and every transaction undertakenby DWA.

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G. On Count Eleven, the Plaintiff demands a rescission of thePurchase Agreement in the form of an order declaring the contractvoid from its inception and restoring the parties to status quo.

H. On Count Twelve, the Plaintiff demands an imposition ofconstructive trust over the Work in the form of an order declaringsuchtrust and preventingthe defendantsfromfurther exploiting thetrust property.

I. On all other Counts, the Plaintiff demands applicable interest,costs and such other relief the Court deems just and proper.

DEMAND FOR TRIAL BY JURY

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Plaintiff herebydemands a trial by jury.

Dated: New York, New YorkOctober 22,2014

Sam P. Israel, P.C.

By: //: Sam P. IsraelSam Israel (SPI0270)Eleonora Zlotnikova (E2$814)1 Liberty Plaza, 35* FloorNew York, New York 10006Tel: (646) 787-9880 | Fax: (646) 787-9886info@sampisrael.comAttorneys for PlaintiffAndrea Magder

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