SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY ________________________________________________ In the Matter of the Application of ANDREA MADGER, as a Managing Member of Dining With Alex, LLC,

Petitioner, For an order and judgment dissolving the limited liability company, Dining With Alex, LLC, pursuant to New York Limited Liability Company Law Section 702 -against- BELTON LEE, and MADHATTAN FILM COMPANY GLOBAL, LLC,

Respondents. ________________________________________________

Petitioner Andrea Magder ("Magder" or the "Petitioner"), as a managing member

of Dining With Alex, LLC (DWA, the Company or LLC), by and through her

counsel, Sam P. Israel, P.C., alleges upon the Petitioners personal knowledge and

otherwise upon information and belief, as follows:

I. NATURE OF THE ACTION

1. This special proceeding is brought, in accordance with Article 4 of New

Yorks Civil Practice Law and Rules, by the Petitioner pursuant to New York Limited

Liability Company Law 702 (N.Y. LLC.L), for the judicial dissolution of Dining

With Alex, LLC, a limited liability company organized under the laws of the State of

New York with its principal place of business in New York.

2. The Petitioner is an author of a copyrighted screenplay (Reg. No. Pau3-

679-582) (the Screenplay) that was to serve as the basis for a feature film she intended

Index No.

VERIFIED PETITION

FILED: NEW YORK COUNTY CLERK 12/17/2014 02:11 PM INDEX NO. 162464/2014NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/17/2014

to develop. In furtherance of her plans, she recruited a business partner and (along with

a non-managing investor entity) formed Dining With Alex, LLCa member-managed

limited liability company that was to serve as the vehicle to procure financing, as well

as make other arrangements for the production of Magders film and achieve its

ultimate distribution (the Project). Magder and Belton Lee (Lee), her business

partner, were to be managing members of DWA (together, the Managing Members),

and Madhattan Film Company Global, LLC (MFCG) was to be a Class A non-

managing member. The Companys operating agreement explicitly secured Magders

creative control over the Project as well as her managerial authority in all of the

Companys material decision-making (the DWAOA or Operating Agreement). Lee

convinced Magder that in order to secure the financing for the film, Magder must

transfer her copyrights to the Screenplay to MFCG via a purchase agreement (the

Purchase Agreement). MFCG would then simultaneously transfer those rights to

DWA, for DWA to utilize in the production of the Project (the Assignment

Agreement). Magder, Lee, and a producer named Christopher Bongirne (Bongirne)

simultaneously executed producer agreements with DWA to secure their roles as

producers in the Project (the Producer Agreement).

3. Immediately after the contemporaneous execution of the Operating

Agreement and the other Project-related contractsand now that the Screenplays

copyright had been transferred to DWALee advanced a plan to take over the Project,

deprive Magder of her Operating Agreement entitlements and eliminate her control of

the films development and production.

4. With the rapid escalation of Lees control came weeks of deadlock

between the two Managing Members of DWA, culminating in the Petitioners demand

that Lee and MFCG cure their contractual breaches and assure Magder of performance

by a date certain. When no cure was forthcoming, Magder sought to annul the

copyright assignment to DWA so that she could once again exercise control over the

creative destiny of her Screenplay. The Petitioner commenced a copyright enforcement

lawsuit in the United States District Court for the Southern District of New York, and

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sought to enjoin the Respondents from exploiting the Screenplays copyright without

her creative involvement (as is assured her under the Operating Agreement).

5. Upon the close of a preliminary injunction hearing, however, Judge Kevin

T. Duffy (USDJ) determined that standing alone, the Purchase Agreement effected a

transfer to DWA of the Petitioners copyright in the Screenplay; the transfer of the

copyright itself would not be subject to recession, irrespective of whether the LLC is

performing as it should be. Yet, now that the LLC still retains the copyright, with

Bongirnes and Lees oppression of her membership rights, Magder stands to have

neither an involvement in the development of the very screenplay that she wrote, nor

receive the financial entitlements she bargained for in entering the Operating

Agreement and making the copyright assignment to DWA. To be sure, the purpose,

intentions of the parties and the terms of the Operating Agreement have been nullified

and Magders entitlements as a co-managing member are comprehensively thwarted.

6. At present, the Managing Members of DWA are hopelessly deadlocked,

and the Company has not and cannot carry on its business in conformity with its

Operating Agreement. For that reason, judicial dissolution is warranted.

II. PARTIES

1. Andrea Magder is an individual residing at 445 East 80th Street, Apt. 5J,

New York, N.Y. 10075.

2. Upon information and belief, respondent Belton Lee is an individual

residing at 75-26 196th Street, Flushing, N.Y. 11366.

3. Upon information and belief, respondent Madhattan Film Company

Global, LLC is a limited liability company, maintaining offices and/or conducting

business at 75-26 196th Street, Flushing, N.Y. 11366.

4. Dining With Alex, LLC is a limited liability company, maintaining offices

and/or conducting business at 75-26 196th Street, Flushing, N.Y. 11366.

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III. FACTS

The Petitioners Recruitment of Partners in Pursuit of the Project, Resulting in the Formation of Dining With Alex, LLC.

5. Petitioner Andrea Magder is a New York City-based writer, producer, and

an active member of the film industry.

6. In or about 2012, Magder collaborated with Quentin Cline (Cline) to

write a screenplay titled "Dining With Alex about an Indian familys ruse to obtain a

televised review of their restaurant in the hope of infusing this otherwise failing venture

with customers.

7. On January 11, 2006, Magder registered the completed script with the

Writers Guild of America (WGA) as a first step toward producing a feature film

based on the screenplay.

8. Upon completion of the screenplay, and with Clines authorization,

Magder filed a copyright registration statement with the U.S. Copyright Office

designating herself as the claimant and point of contact for inquiries or any permission

solicitations. On May 28, 2013 the U.S. Copyright Office issued a Certificate of

Registration (Reg. No. PAu 3-679-582) for the Work.

9. Shortly thereafter, Magder launched the Project by soliciting the

involvement of potential investors and producers. At all times, the Petitioner intended

and expected to retain creative and managerial control over the Project from its

inception to the films final cut, which would require Magders approval before being

released to the public. For over one year, the Petitioners efforts were dedicated to

recruiting passive investors and/or co-producers, who would share her vision while

contributing to the production of the film in return for expected profits or other

financial compensation.

10. Her efforts led Magder to Belton Lee, an individual claiming to have

business relations with Chinese citizens of considerable means who were seeking

opportunities for investing in film production. Magder and Lee discussed the potential

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for producing a foreign version of the film, and Magder decided to rewrite the script to

target the audience in China.

11. In ensuing discussions, Lee suggested that his Chinese investors would be

prepared to contribute approximately 80% of the budget for the Project in exchange for

rights to the Chinese distribution of the film if assured of a release in China by no later

than 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 in

exchange for facilitating the introduction between the Chinese investors and Magder.

12. Magder then recruited Christopher Bongirne as a producer/line producer.

13. Thus, both Bongirne and Lee, along with Magder, were engaged by DWA

as co-producers tasked with furthering Magders creative vision for the Project. The

three individuals agreed to an equally shared producer salary.

14. 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. Lee and Magder would be the only managing members of DWA, and MFCG,

an entity Lee created to facilitate the Chinese financing of the film, would be the sole

non-managing member.

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

Magder filed DWAs Articles of Organization on May 23, 2014. See Exhibit 1, appended

hereto.

The Terms Contained Within the DWA Operating Agreement Grant Magder Creative Control Over the Development of the Project.

16. Retention of creative control of the Project was essential to Magder.

Whereas her reputation and goodwill depended on the outcome of the Project, the right

to control the development of the film was specifically carved out and reserved for

Magder in the Operating Agreement. Lee acknowledged this understanding

throughout the negotiations, and agreed to have such understanding memorialized in

the DWAOA.

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17. On or about June 12, 2014, Magder, Lee and MFCG executed the DWA

Operating Agreement. See Exhibit 2, appended hereto.

18. The Operating Agreement provided that Magder and Lee would be

Managing Members of DWA, with 30 and 70 membership units respectively; MFCG

would be its sole Class A member (with 80 Class A membership units), meaning any

actions taken by the Managing Members would neither be subject to nor require

MFCGs approval. Magder agreed to the 30/70 split (instead of a 50/50 partnership)

because Lee agreed to finance the Project (80% from investors in China and 20% from

himself or another investor).

19. Section 8 of the DWAOA delineates the duties of the Managing Members.

DWAOA Section 8.1 provides that the business, property and affairs of the Company

shall be managed and directed exclusively by the Managing Members. No other

member shall have the power to so act or bind the Company unless agreed to in writing

by the Managing Members.

20. Section 8.2(a) grants Lee the limited authority to manage DWAs non-

material, day-to-day business operations related to the production and distribution of

the Project, subject to two clauses related only to the distribution of a Chinese version of

the film. Lees authority over the day-to-day business operations is not absolute, and

indeed, remains subject to certain important restrictions, namely that:

(i) Lee will confer with Magder on all material decisions before taking any actions in connection therewith, (ii) no third parties will be admitted as members of the Company unless agreed to in writing by both Lee and Magder, (iii) no distribution agreements will be executed with respect to the Picture without the prior written consent of both Lee and Magder, (iv) the Script will not be sold or licensed to any other Person without the prior written consent of Lee and Magder and (v) no accountants, sales agents, attorneys or other professionals will be retained or terminated by the Company without the prior written consent of both Lee and Magder.

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21. Magders managerial rights are granted in Section 8.2 (b), which provides

that, subject to the same two clauses related only to the distribution of a Chinese version

of the film:

Magder will control all creative decisions regarding the Picture and, accordingly will (on behalf of the Company) (i) have final say over all decisions regarding the pictures script, talent, the director and writers engaged for the Picture, and the final cut of the Picture, and (ii) execute and negotiate any agreements relating thereto, provided that Magder will confer with Lee on all material creative decisions before taking any actions in connection therewith.

This provision also pre-emptively approves Ross Katz (Katz) to re-write the script

and Chris Bongirne to be a producer.

22. Whereas Lees role as business manager is subject to enumerated

restrictions which require Magders prior written consent, Magders authority over the

creative control and direction of the Project is absolute provided that she simply confers

with Lee before executing material decision-making. Thus, by its own terms, the

DWAOA preserves Magders complete creative control over the Project, as well as

managerial authority with respect to the films production.

23. In the weeks leading up to the execution of the Operating Agreement to

date, Magder timely performed all of her contractual obligations thereunder and at all

times operated in accordance with the promises and representations she made to Lee

and MFCG.

24. Yet, immediately after Magder executed the Operating Agreement and

allowed her copyright in the Screenplay to transfer to DWA in order to begin

production on the Project, Leeassisted by Bongirne and DWAs ostensibly neutral

legal counsel, Marc Jacobson (Jacobson)set in motion a coordinated effort to

intentionally and forcibly remove Magder from the Project. As set forth below, in a

concerted effort with Bongirne and Jacobson, Lee wrested control of DWA from

Magder, cutting off her managerial entitlements and creative control over the direction

of the Project.

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Lee and Bongirne Proceed to Make Material Decisions Concerning DWA and the Project Without the Petitioners Authorization or Prior Consultation in Violation of the DWA Operating Agreement.

25. Hints of the collusion between Lee and Bongirne to the detriment of

Magdera collaboration that would soon include Jacobsonwere present prior to the

execution of the Operating Agreement. However, it was only after the parties fully

executed the DWAOA, along with the concurrently executed Producer Agreement,

Purchase Agreement, and Assignment Agreement, that the extent of the collusive

activity came to light.

26. For example, in June 2014, Bongirne and Lee surreptitiously engaged

JacobsonBongirnes close business partneras DWAs legal counsel, intending to

deploy his services in setting the foundation necessary to divest Magder of her rights

under the agreements. Apparently, Jacobson also served as Bongirnes personal

attorney and, in short order, Bongirne became Jacobsons point of contact, despite the

fact that Bongirne was not a member of DWA, let alone a managing member.

27. Indeed, despite Magders objections to Jacobsons proposed $100,000.00

retainer fee due, in large part, to the fact that the agreed budget for the film at the time

was only $3,000,000.00, Bongirne and Lee moved forward with Jacobsons retention.

Magder only became aware of the ensuing negotiations between Lee, Bongirne, and

Jacobson after-the-fact, when Jacobson included Magder on an email confirming the

arrangement to retain his law firm:

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28. Jacobson knew that he required both Magders and Lees prior written

consent in order to be retained as DWAs counsel. Indeed the very retainer agreement

he transmitted was addressed to both Lee and Magder, and contained a signature block

with space for Magders signature:

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29. Despite requiring both Managing Members signatures to effectuate the

retainer, Lee signed the agreement without Magder, which Jacobson accepted. Jacobson

then held himself out to be not only DWAs legal counsel, but as production counsel.

30. Although Magder did not approve of his engagement, upon Jacobsons

retention as DWAs legal counsel, she requested that both Lee and Jacobson keep her

apprised of all communications regarding business arrangements and negotiations in

connection to the Project. Yet neither Lee nor Jacobson consulted or conferred with

herlet alone notified herof numerous business arrangements, communications, and

negotiations that would have a material impact on DWA and the production of the film.

When Jacobson did forward or copy Magder on e-mails, they were not only carefully

culled, but he extracted the attachments transmitted within the emails.

31. For example, Magder became aware of a co-production agreement (the

Co-Production Agreement) between MFCG (the LLC vehicle Lee used to the finance

the Project) and Weishan (the primary Chinese investor), purportedly containing terms

governing production and distribution of the Chinese-version of the film. The execution

of the terms in the Co-Production Agreement necessarily impact those of the American-

based production, so, under the terms of the Operating Agreement, Magder should

have been consulted. However, Magder was never notified of those terms, nor was she

provided with an English-translated version of the agreement; the agreement was

Sincerely yours,

DINING WITH ALEX, LLC

Marc Jacobson By: ________________________________________

Belton Lee Andrea Magder

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entirely drafted and executed in Chinese. She requested that Jacobson send her the final

executed version of the Co-Production Agreement, but in his July 21, 2014 email reply,

he flippantly answered, I cant find the co-production agreement at the moment. Im

not sure I have it. As production counsel, it is highly improbable that Jacobson did

not have, at minimum, a copy of an English-translated version of the Co-Production

Agreement, which he should have sent to Magder far in advance.

32. Since then, Lee has held himself out as DWAs sole managing member

repeatedly, persistently claiming unfettered authority over LLC-related business while

undermining and usurping Magders creative authority over the intended production.

33. Among other things, in blatant disregard of the Petitioners rights under

the Operating Agreement, Lee opened a bank account for DWA in Chase Banks

location in Queens, New York without notifying Magder or seeking her approval. After

Magder discovered this development and contacted the bank, she was informed that all

members of a limited liability company must be present in order to open a company

account. Lee clearly supplied false information to the bank in order to unilaterally open

a bank account for DWA that only he could access. Once opening the bank account, Lee

withheld access to the account, as well as access to the bank statements from Magder.

34. Lee, assisted in large part by Bongirne, soon displaced Magders creative

control in the Project altogether. When a potential writer would be retained for the film,

the DWAOA vested in Magder the authority to either shelf or green-light any script

based upon her work. Yet when Lee and Bongirne recruited an individual named Ross

Katz for this purpose, they made sure that Magder would never see any of his drafts, no

more comment upon them. When Katz turned in his final revision of the script, she

advised Lee and Bongirne that it was unacceptable, only to find that they had

overridden her authority and paid Katz $150,000.00 for his efforts.

35. It also became clear to other members of the production team that Lee and

Bongirne were at odds with Magder over the creative direction of the production. When

Katzs script was disseminated over Magders objections, Bonnie Timmermann, the

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casting director, relayed to Magder her unease at the obvious gridlock due to conflicting

creative direction of the Project, with Lee and Bongirne on one side and Magder on the

other. In a series of emails regarding the dissemination of the script to a number of

interested parties, including director and producer Anthony Chen and another

individual named Tang Wei, she wrote to Magder:

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36. Due to the standstill of the production from the severe conflicts, both

business and creative, between DWAs Managing Members, Magder transmitted

written notice in a letter dated July 25, 2014 to Lee and MFCG, demanding, inter alia,

that Lee and MFCG rectify their breaches of the Operating Agreement by a stated date,

and that the failure of Respondents payment of the balance of the purchase price of the

Screenplay under the Purchase Agreement, is a breach of the express terms of the

Purchase Agreement and as a result, the transfer of the rights to the Screenplay as

provided therein is null and void and all right, title and interest in and to the Screenplay

remain [f]ully vested with the Writers.

37. However, instead of curing their breach of the agreements, the

Respondents took retaliatory actions against Magder.

38. In a reply letter dated July 28, 2014, Jacobson, writing on behalf of DWA

as purported counsel, responded by threatening to take legal action against Magdera

managing member of the same Company he ostensibly representedif she attempted

to enforce her contractual rights.

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39. Respondents first justified their actions by twisting the language of the

Operating Agreement to provide Lee and MFCG with rights that they did not actually

possess. Jacobson quoted Section 8.2(d) of the Operating Agreement to state that MFCG

has the right to approve of all material actions taken by the Company. However, the

language of Section 8.2(d) delineates MFCGs decision-making powers pursuant to a

Co-Production Agreement with a non-party for the Chinese-market distribution of the

film, not the original American-based production which is at issue here. Indeed, nothing

in Sections 8.1(a)-(d) gives Lee or MFCG the expansive right to approve of all material

action as Jacobson had claimed.

40. According to Respondents, the day after they received Magders July 25,

2014 letter and ostensibly because Magder and Cline demanded their contractual

entitlements, DWA purported to remove[] Ms. Magder as Managing Member of the

Company noting that [a]s of Saturday, July 26, 2014, Ms. Magder is no longer a

Managing Member of Dining With Alex, LLC.

41. Yet, nothing in the DWAOA authorizes Leethe only other managing

memberor any of the Class A shareholders to unilaterally remove Magdera fact

well-known to both Lee and Jacobson when conspiring to oust her.

42. Indeed, Section 3.1 of DWAOA titled Members and Units states that,

whereas the Members and their original contributions are reflected in the attached

Schedule I, such Schedule I may be amended hereafter from time to time by [both]

the Managing Members to reflect changes in membership, purchases or transfers of

units in DWA. DWAOA 3.1 (emphasis added). Further, Section 3.2 states that no

approval or consent of the Class A Members [i.e., MFCG] shall be required with respect

to any actions taken by the Managing Members on behalf of the company. If the Class

A Members are invited to vote on any matter submitted to the Class A Members, it is

the Managing Members who would set a record date for any such vote, which shall be

not more than sixty (60) days nor less than three (3) days prior to the date of the

action, activity or event for which such determination is to be made. In sum, the

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approval of both Managing Members is contemplated with respect to any change in the

membership structure of DWA. It is also within the province and discretion of the

Managing Members to set a record date for any vote regarding a Company matter.

43. Yet, no prior notice was given to Magder of any meeting during which

the members of the Company would be required to vote on any Company-related

matter, much less the required minimum of three (3) days. Nor was Magder afforded an

opportunity to attend and vote at a meeting, if indeed any such meeting actually took

place.

44. The Respondents further communicated that, [b]y virtue of all of Ms.

Magders behavior, actions, attitude and communications among the producers and

with others, Ms. Magder is hereby terminated as a producer under the Producer

Agreement, further stating that Magders supposed breaches were not susceptible to

cure, her termination is effective immediately, and that no producer payment would be

made to Magder at any time.

45. Pursuant to paragraph A-5 of the Producer Agreement, Magder should

have received 48-hour written notice prior to her supposed termination as a producer,

but she did not. Regardless of the prior written notice requirement contained in the

Producer Agreement, Magder should in fact have been apprised of the situation well in

advance as a managing member of DWA, in accordance with the terms of the

DWAOA. The removal of one of three producers in the Project is a material decision

invoking creative-authority. As a managing member of DWA with the managerial

authority to assert creative control over the Project, she should have been consulted

well in advance of such a material decision as this, but was not.

46. Indeed, Lee and Bongirne had both voluntarily resigned as producers of

the Project, leaving only Magder as producer. By demanding Magders removal as

producer, promising that Ms. Magder will have no role whatsoever in the production

of the Picture, with the full knowledge that all remaining producers have resigned,

Respondents ensure that the Project will grind to a halt.

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47. Respondents letter culminated in a final threat to pursue a separate action

against Magder on behalf of MFCGs owner, i.e. Lee, for damages suffered by them in

connection with securing the release slot for the Pictures. These costs are not

insignificant. Jacobson even threatened Magder and her then-retained counsel with

sanctions under Rule 11, or similar applicable court rule if Magder pursued any

action seeking injunctive relief, or statutory damages and other copyright based

remedies.

Respondents serve Petitioner with Retaliatory Suit in the Supreme Court of New York; Petitioner Seeks Protection of Her Intellectual Property in the District Court of the Southern District of New York

48. On October 3, 2014, Jacobson followed through with his threat to sue

Magder and served her with a Summons with Notice in the Supreme Court of New

York, New York County, which mandated her appearance in an action purportedly

commenced by DWA. The relief sought in the summons was a judgment of no liability

because Defendant [Magder] did not withdraw her instructions to her attorney to file

suit unless certain requests or demands were met within a certain time frame, which

time frame passed weeks ago. See Dining With Alex, LLC v. Magder, No. 652915/2014

(Sup. Ct., N.Y. County Sept. 23, 2014).

49. Magder, intent on salvaging her intellectual property and contractual

interests, filed an action in the Southern District of New York sounding in copyright

infringement and breach of contract, among other claims, and seeking to enjoin the

Respondents from continuing to utilize her copyright in the Screenplay after having

repudiated multiple provisions of the various agreements.

50. Once Magder filed her copyright action, the Respondents came to

appreciate the blatancy of their improprieties; they suddenly released Magders

improperly withheld outstanding funds owed to Magder under the Purchase

Agreement, removed Jacobson as counsel to DWA, and voluntarily dismissed their

bogus state court action.

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51. Still, on December 3, 2014, Judge Kevin T. Duffy (S.D.N.Y.) determined

that inasmuch as the concurrently executed agreements were not integrated, a provision

waiving access to equitable relief in the Purchase Agreement (standing alone),

precluded Magders challenge to the copyright assignment to DWA. See Magder v. Lee, et

al, 2014 U.S. Dist. LEXIS 171479, at *16 (S.D.N.Y. Dec. 3, 2014).

52. As to the breach of contract allegations, namely the Operating Agreement

and the Producer Agreement, Judge Duffy acknowledged that the loss of creative

control over the filma right guaranteed within the Operating Agreement but not the

Purchase Agreement was not impacted by the provisions in the Purchase Agreement.

Id. at *15 (emphasis added). Indeed, Judge Duffy explicitly noted that he make[s] no

finding as to the merits of those allegations relating to Defendants breaches and

repudiation of various obligations under the Operating Agreement and Producer

Agreement. (Yet, based on Judge Duffys limited ruling regarding the severability of the

agreements and the consequent status of Magders copyright transfer, Magder

voluntarily dismissed her federal court action.)

53. Meanwhile, with the assistance of Jacobson and Bongirne, Lee wrested

control of DWA from his co-managing member and cut her out of any entitlements

under the DWAOA. Magder no longer has any control of the copyright to the

Screenplay (though it is reposed with an LLC in which she is a managing member); she

also has no managerial authority in an entity she co- created as a vehicle to advance the

production drawn from her Screenplay, and; she has no creative control over the

direction of the Project even though this is expressly provided for in the Operating

Agreement.

54. The Respondents have not and will not cure their prior defaults, and their

misconduct comprise violations of Magders rights under the DWAOA. A dissolution

of the LLC, together with a liquidation and disbursement of its assets is the only means

by which an otherwise intractable conflict among the Companys members can be fully

and fairly resolved.

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IV. RELIEF REQUESTED

DISSOLUTION OF DWA UNDER N.Y. LLC.L 702

(Against Lee and MFCG)

55. Under 702 of the New York Limited Liability Company Law, a member

of an LLC may petition for judicial dissolution when it is no longer reasonably

practicable for the LLC to function as intended. Courts have interpreted this provision

to mean that a court may order judicial dissolution where a complaining member can

show that the LLC or its members are in material violation of its operating agreement.

56. As set forth above, the conduct of Lee and MFCG in eliminating the

Petitioners managerial authority as explicitly provided for under the DWAOA

constitutes grounds for judicial dissolution, per 702.

57. The attempted ouster of the Petitioner as a managing member from the

LLC and as a producer from the Project evidences the hostile environment within which

the Petitioner asserts her rights. In light of the determination that that the copyright to

the Screenplay transferred to DWA, coupled with the Respondents blockade of

Magders creative and managerial authority, Magder is altogether prevented from

developing the Project based on the Screenplay. As all remaining producers have since

resigned from the Project, the Screenplaywhich DWA was formed to develop into a

full length feature-filmis currently under the helm of a dysfunctional LLC.

58. Consequently, it is not reasonably practicable for DWA to continue to

exist under the terms of its own Operating Agreement.

59. No prior application for the relief requested herein has been made.

V. CONCLUSION

60. Petitioner requests a judgment ordering the dissolution of DWA in

accordance with 702 of New York Limited Liability Company Law, appointing a

receiver or liquidating trustee to disburse the assets of DWA in accordance with 703 of

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New York Limited Liability Company Law, and granting such other and further relief

as this Court may deem just, proper and equitable.

Dated: New York, New York December 15, 2014

Sam P. Israel, P.C.

BY:

SAM P. ISRAEL

Sam Israel Eleonora Zlotnikova 1 Liberty Plaza, 35th Floor New York, New York 10006 Tel: (646) 787-9880 | Fax: (646) 787-9886 info@sampisrael.com Attorneys for Petitioner Andrea Magder

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Sam P. Israel