Motion for Leave to Amend Pleadings in Jennifer Bradley, et al Plaintiff vs. William Browning, et al Defendant| Trellis.Law

On May 24, 2021 a Complaint,Petition was filed involving a dispute between Bradley, Jennifer, Jennifer Bradley Corporation Inc, and Browning Productions And Entertainment, Inc., Browning, William, for Contract and Indebtedness in the District Court of Broward County.

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Filing# 144952416 E-Filed 03/02/2022 07:13:05 PM

IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA

JENNIFER BRADLEY, individually, CIRCUIT CIVIL DIVISION
and JENNIFER BRADLEY
CORPORATION, INC. a Florida CASE NO. CACE-21-010368
Corporation,

Plaintiff,

VS.

WILLIAM BROWNING, individually,
and BROWNING PRODUCTIONS
AND ENTERTAINMENT, INC., a
Florida Corporation,

Defendant.

PLAINTIFFS' AMENDED COMPLAINT
Jennifer Bradley ("Bradley") and Jennifer Bradley Corporation,Inc. ("JBC")
Plaintiffs,

hereby sue Defendants Browning Productions and Entertainment, Inc. ("BPE") and William

Browning ("Browning"),for damages and declaratory
judgment.In support thereo f,Plaintiffs state

as follows:

PARTIES, JURISDICTION & VENUE
1. This is an action for monetary damages in excess of $30,000.

2. This Court has subjectmatter jurisdiction
over this action.

3 Jennifer Bradley,an individual,is a Florida resident.
Plaintiff,

4. with its princ*alplace
Plaintiff Jennifer Bradley Corporation,Inc. is a Florida corporation

ofbusiness in Broward County, Florida.

5. Defendant, William Browning, an individual,is a Florida resident.

*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 03/02/2022 07:13:05 PM.****
CASE NO. CACE-21-010368

6. Defendant, Browning Productions and Entertainment, Inc., is a Florida corporationwith its

princ*alplace ofbusiness in Broward County, Florida.

7. Venue is proper in Broward County, Florida as the events giving rise to this action took

placein Broward County, Florida.

8. All conditions precedent to bringing this action have otherwise been satisfied or waived.

FACTUAL BACKGROUND

A. Defendants Approach the Plaintiffs

9- JBC is a manufacturer and retailer ofbeauty and skin care products.

10. BPE is a production company which produces programming and commercials for local,

national and international broadcasting.
regional,

11. In or about 2019, Browning, the ChiefExecutive Officer of BPE, approached Bradley,the

President ofJBC, to discuss the promotion and marketing ofJBC and its products.

12. During these discussions,Browning representedto Bradley that,in exchange for monetary

funds, his production company, BPE, would produce a television series,titled "Raw

Beauty," which would promote Jennifer Bradley,JBC and its products(the"Program").

13. This purpose ofthe Program was to providewidespread exposure for JBC and its products

as well as to venture into a previouslyunexplored segment of entertainment for Jennifer

Bradley.

14. During these discussions,Browning made the followingrepresentations:

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CASE NO. CACE-21-010368

a. BPE would produce at least six,twenty-one minute episodeswhich would promote

JBC in a varietyof manners;

b. the Program would air over a six week period of Discovery Life Network in the

second quarter of2020;

C Pre-productionand productionofthe Program would occur in the fourth quarter of

2019 and the first quarter of2020; and

d. The Program would reach a minimum of 60 million households.

15. Browning also representedthat BPE was a subsidiaryof a publiclytraded company,

Horizon.

16. Based on the representationsmade by Browning, Bradley agreed to enter into an

agreement with Browning and BPE as had been proposed by Browning for the purpose of

creatingthe Program.

B. Bradlev Starts to Fund the Program Without anv Written Agreement in Place

17. In reliance on Browning's representationsand Bradley's verbal agreement to same,

Bradley caused JBC to issue the first payment of $5,000.00 to Bradley on November 4,

2019.

18. Also, as outlined below, with Browning's knowledge, on or about November 14, 2019
-

before any written agreements were in place - JBC took out a commercial loan o f $100,000

for the express purpose of funding the Program. The IOU Financial is attached hereto as

Exhibit A. Bradley signed as a personalguarantor for this loan. Id.

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CASE NO. CACE-21-010368

19. Browning then recommended to Bradley that they enter into certain written agreements in

a form similar to what he had done for other broadcast programs in order to produce and

promote the Program.

C. Browning Directs Bradlev to Create Certain Entities and Sign Certain Agreements in
Furtherance of the Supposed Raw Beautv Television Series

20. Following the above, on or about November 21, 2019, Bradley, on behalf of JBC,

signed a document
electronically titled "Letter of Intent for Jennifer Bradley Corporation

for TV Series Brand Integration"(hereinafter
referred to as the"Letter of Intent" or "LOI").

LOI attached hereto as Exhibit B.

21. Notably, the LOI was sent to Bradley by Browning. It was written on BPE's letterhead

and discussed the creation of the Program consistent with Browning's prior

outlined above. See generallyid.
representations,

22. Browning recommended that they structure the productiono f the Program in this fashion

as it would create the appearance between Bradley/JBC and
of an arms-lengthrelationship

the Program, which would then be used to induce additional "sponsors" to pay to be

similarly"featured" on the Program.

23. The LOI tracked Browning's verbal representations
which preceded Bradley/JBC's initial

funding ofthe Program. For example, the LOI guaranteedthat JBC's product(s)would be

throughouttwo (2) segments per episode in a minimum of six
integratedinto the storyline

(6)episodesof a program series known as "RAW Beauty."Id. at 112.a.

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CASE NO. CACE-21-010368

24. Episodes of the Program were guaranteedto air on Discovery Life Network weekly for 6

weeks or more in Q2, 2020. Id at 112.b.

25. Further,JBC would be featured at the end credit of each episode and featured in at least

one "bump in or bump out of commercial" spot during each episode.Id. at lili
2.c-d.

26. Bradley would be the host and
Finally, star of the Program.

27. Under the LOI, pre-productionand production of the Program were to take place in the

fourth quarter of 2019 and the first quarter of 2020. Id. at 112.c.

28. Defendant, BPE, is identified within the LOI as "an agency and productioncompany of all

the Programs." Id. atf 4.a

D. Purported Creation of Raw Beautv TV, LLC

29. During this same time period,and in contemplationand furtherance ofthe creation ofthe

Program, Browning suggested,and Bradley agreed, to the formation of two (2) new

business entities.

30. First,on or about November 19, 2019, following Browning's advice, Bradley formed

Jennifer Bradley Productions, LLC ("JBP") for the purpose of holding a membersh*

interest in the entitythat would allegedlyproduce the Program, RAW Beauty TV

("RBTV"). Browning, through another shell company, non-party Browning Companies

LLC
International, would hold the remaining membership
("BCI")1, interest in and manage

RBTV.

Browning serves as the Manager and Chief Executive Officer of Browning Companies
LLC.
International,
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CASE NO. CACE-21-010368

31. On or about December 9, 2019, Bradley, on behalf of JBP, and Browning, on behalf of

BCI, executed a Manager Managed Limited LiabilityCompany Operating Agreement.

PurportedOperatingAgreement attached hereto as Exhibit C.

32. Browning as the
installed himself, individually, Chief Executive Manager of RBTV. Id.

at Schedule B.

33. As Chief Executive Manager, Browning was tasked with the primary responsibility
for

managing the operationsof the company and effectuatingthe decisions taken by the

Managers. Id. at VI.D.

34. Further,Browning agreed that,as Chief Executive Manager, he would registerthe LLC

with the State of Florida and finalize the formation with the requisite
paperwork.

35. Plaintiffs later learned that Browning failed to properly file the requisiteArticles of

Organizationneeded to finish the formation of a Limited Liability
Company, pursuant to

the laws ofthe state of Florida,meaning RBTV was null and void.

D. Continued Funding of the Program

36. Pursuant to the terms of the LOI, Bradley had to issue payment to RBTV and/or BPE in

the amount of One Hundred And Forty-Seven Thousand US Dollars ($147,000) ("Total

Fee"), net of taxes, withholdings,and agency commissions. See Ex. B. at 5 f 4(a).

the LOI provided no information as to how the decision would be made as to
Importantly,

whether the Total Fee would be paid to RBTV or BPE. Bradley had not focused on this at

the time, as Browning had representedto her that the Total Fee would be controlled at all

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CASE NO. CACE-21-010368

pertinenttimes by an entityin which she had a membersh* interest (RBTV). Further,

although Browning had installed himself as the Chief Executive Manager of RBTV, any

decision with a gross value in excess of $10,000.00 would requirethe unanimous consent

of the members, includingBradley's company JBP. This was done to lull Bradley into a

false sense that she would maintain at least control over the Total Fee through her
partial

interest in RBTV.

37. Browning had different plans. Browning never formed RBTV, unilaterally
disbursed the

Total Fee into an account under his sole control,never formed RBTV, and, at all pertinent

times,has continued to wrongfully retain Plaintiffs' funds.

38. Following entry into the LOI, and in continued reliance on Browning's representations,

JBC issued additional cash payments totaling
$115,000 to or for BPE as follows:

a. $80,000.00 on December 9, 2019, through check made payable to BPE;

b. $7,000.00 on January 14, 2020;

C $8,000.00 on January 16, 2020, through check made payable to the order of BPE,

Check No. 1764;

d. $15,000.00 on February 18, 2020, through check made payable to the order of BPE,

Check No. 1693; and

e. $5,000.00 on March 10, 2020.

Checks Issued in payment attached hereto as Exhibit D.

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CASE NO. CACE-21-010368

39. To complete the funding o f the Program and account for the remainder o f the Total Fee,

Bradley and JBC agreed to provideDefendants, Browning and BPE, with office space, free

2
o f charge,until the Defendants had been fullycompensated for the Total Fee.

40. The Office Space was located at 4401 W. Tradewinds Ave., Suite 209, Lauderdale by the

Sea, Florida 33308 ("theOffice Space").

41. Plaintiffs subleased the Office Space to Defendants.

42. At all times material hereto,the partiesagreed the O ffice Space had a rental value o f $2,000

per month.

43. Defendants took possessionofthe Office Space, pursuant to the sublease,on January 2020.

E. Breach of the Agreement

44. Pursuant to the LOI, pre-productionand production of the Program would begin in the

fourth quarter of 2019 and continue into the first quarter of 2020, with post-production

occurringduring the second quarter of 2020. Ex. B. at 4 f 2(a).

45. Despite the terms of the LOI, pre-productionand production of the Program did not

commence during the fourth quarter of2019 as previouslyagreed upon.

2
Plaintiffsand Defendants agreed that Plaintiffs would sublease the Office Space to the
Defendants up and until Defendants had incurred the benefit o f $27,000 of free rent.

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CASE NO. CACE-21-010368

46. Plaintiffs raised concerns to Defendants and asked about the delay in the pre-production

and production of the Program. Importantly,the pre-productionand production of the

3
Program was set to begin before the COVID-19 pandemic unfolded in March of 2020.

47. Notwithstandingthis,Defendants blamed the failure to perform and delay in commencing

pre-productionin the fourth quarter of 2019 on the COVID-19 pandemic.

48. To date,the Program has not begun pre-productionnor production.

49. As such, the Program has not aired on the Discovery Life Network as previouslyagreed

between the Parties,in breach of the parties'
agreements and the terms in the LOI.

50. Notwithstanding the lack of Defendants' performance with respect to the Program, the

Program is still listed as "now in production/scheduled to air on Discovery Life in 2020."

March 2,
See htm://www.bmwningpmductims.comMjects#imoduction Clastvisited

2022).

51. Based on Defendants' failure to perform pursuant to the terms in the LOI, Bradley

demanded the return ofthe $120,000 previouslypaid to BPE.

52. Defendants refused to return the $120,000 investment.

53. In the meantime, pursuant to the agreement of the Parties to sublease the Office Space to

compensate Defendants for the remaining $27,000 of the Total Fee, Defendants took

possession of the Office Space and occupied it free of charge from January 2020 to

September 2020. Rent ofthe Office Space for this periodwas valued at a total of $18,000.

In the United States,the pandemic COVID-19 was declared a nationwide emergency
3
on or about
March 13, 2020, and the subsequent shutdowns began March 15, 2020.
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CASE NO. CACE-21-010368

54. Because ofDefendants' failure to perform pursuant to the LOI, Bradley served Defendants

with a notice that the sublease of the Office Space would terminate on October 31, 2020,

absent payment of October rent in the amount of $2,000, and the entry of a new written

lease agreement memorializing the rights and duties of the Parties, separate and

independent o f the previous agreement to sublease for the remaining $27,000 due o f the

Total Fee. Notice to Defendants regardingthe lease is attached hereto as Exhibit E.

55. In response, in October 2020, Defendants vacated the Office Space.

56. Shortlyafter,Plaintiffs learned that at all times material hereto, BPE was not a subsidiary

of Horizon as previouslyrepresentedduring the negotiations
regardingthe Program.

57. On February 8, 2021, the Plaintiffs placed the Defendants on notice of Plaintiffs' claims

for civil theft pursuant to Fla. Stat. § 772.11(1).Plaintiffs' Civil Theft Notice is attached

hereto as Exhibit F.

58. To date, Defendants have not returned and reimbursed Plaintiffs for any portion of the

Total Fee.

59. interfered with the cash flow available to JBC and
Funding the Program significantly

precluded Plaintiffs from engaging in different forms of advertisingand promotional

decreasing awareness of
activities, JBC and its products and caused significantloss of

business opportunities.
COUNTI
BREACH OF WRITTEN CONTRACT: THE LOI
(JBC AGAINST BROWNING AND BPE)

60. Plaintiffs paragraphs 1 through 59 as
hereby reincorporateand re-allege set forth herein.

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CASE NO. CACE-21-010368

61. On November 21, 2019, Bradley,on behalf of JBC, electronically
signed the LOI. Ex. B.

at 10.

62. JBC and Defendants thus entered into a valid and enforceable agreement, the LOI, for the

productionofthe Program in exchange for valuable consideration.

63. Pursuant to the LOI, JBC agreed to pay BPE $147,000 for the productionof the Program.

Ex. B at 5 f 4(a).

64. Accordingly,JBC made six (6) payments for a total of $120,000 to BPE from November

4,2019, to March 10, 2020.

65. Then, JBC provided Defendants with the Office Space from January 2020 to September

2020 inthe amount of$18,000.

66. Pursuant to the terms agreed by the Parties,Defendants had to begin pre-productionand

productionofthe Program in the fourth quarter of2019 and continued in to the first quarter

o f 2020, with a scheduled post-productionset to occur in the second quarter o f 2020. Ex.

B at 4112(a).

67. Defendants failed to begin pre-productionand production of the Program as agreed and

failed to develop the Program in any way. As such, Defendants have materiallybreached

the terms ofthe LOI.

68. Defendants have wrongfully retained $120,000 paid for the productionand development

o f the Program and the benefit o f $18,000 for the rent and use of the Office Space from

January 2020 to September 2020.

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CASE NO. CACE-21-010368

69. Defendants have repeatedlyrefused to return the funds paid by Plaintiff for the production

ofthe Program and/or reimburse Plaintiff for the value ofthe Office Space.

70. Defendants' material breach of the contract has directlyand proximately caused the

Plaintiff damage, includingbut not limited to monetary damage and damage to Plaintiffs'

good will and reputation.

WHEREFORE, Plaintiff respectfullyrequests the entry of a judgment against the

Defendants, direct the Defendants pay compensatory, incidental,and consequential
damages to

the Plaintiff and any further relief this Court deems necessary and proper.
COUNT II
BREACH OF ORAL CONTRACT
(BRADLEY AND JBC AGAINST BROWNING AND BPE)
paragraphs 1 through 59 as set forth herein.
and re-allege
71. Plaintiffs hereby reincorporate

72. JBC issued the first payment of what would become the Total Fee
partial at Browning's

direction priorto enteringinto and agreeingto the LOI.

73. Browning and/or BPE accepted the payment.

74. Browning representedthat BPE would produce at least six,twenty-one minute episodes

which would promote JBC; that the Program would enter pre-productionin the fourth

quarter of 2019 and first quarter of 2019; that the program would then air in the second

quarter of2020; and the Program would consequentlyreach at least 60 million households.

75. Then, Bradley,on behalf ofJBC, orallyagreed with Browning, on behalf ofBPE, to issue

payments to BPE in exchange for the production o f the Program to air on the Discovery

Life Network pursuant to the terms above.

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CASE NO. CACE-21-010368

76. In exchange for the production o f the Program, and it airingon Discovery Life Network,

JBC agreed to pay BPE a sum of money.

77. Accordingly, on November 4, 2019, JBC issued the first payment under this agreement, a

$5,000 payment to BPE.

78. The oral contract was to be fullyperformed by the second quarter of 2020, airingthe

Program on Discovery Life Network.

79. The Parties entered into a valid contract whereby JBC would issue payment to BPE for the

production ofthe Program.

80. JBC continued to make payments pursuant to the Parties' agreement.

81. Defendants have not returned any priorpayment made by JBC nor have they completed

any production ofthe Program.

82. To date,BPE has not begun productionofthe Program and the Program never aired on the

Discovery Life Network.

83. Defendants have materiallybreached this agreement made orallybetween the Parties for

the productionofthe Program in exchange for monetary payment issued by JBC.

84. Defendants' material breach o f this oral contract has directlyand proximately caused the

Plaintiffs damage, includingbut not limited to monetary damage and damage to Plaintiffs'

good will and reputation.

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CASE NO. CACE-21-010368

WHEREFORE, Plaintiffs respectfullyrequest the entry of a judgment against the

Defendants, direct the Defendants pay compensatory, incidental,and consequentialdamages to

the Plaintiff and any further relief this Court deems necessary and proper.

COUNT III
UNJUST ENRICHMENT4
(JBC AGAINST BROWNING AND BPE)

85. Plaintiffs paragraphs 1 through 59 as
hereby reincorporateand re-allege set forth herein.

86. As a result of the conduct described herein, Plaintiffs conferred a benefit upon the

Defendant, $120,000 in monetary payment and free Office Space for a period of nine (9)

months at a total value of $18,000, who had knowledge thereo f,and did not receive services

m return.
87. Defendants voluntarilyaccepted payment of $120,000.00 and voluntarilyaccepted a free

Office Space worth $18,000.00 to which they are not entitled as productionofthe Program

never began.

88. The Defendants voluntarily
retained the payment o f $120,000.00 and voluntarily
retained

a free O ffice Space worth $18,000.00 to which they are not entitled as productiono f the

Program never began.

89. At all times material hereto, Defendants never began production or development of the

Program thus Plaintiff did not receive any benefit o f the previouslypaid amounts to BPE.

4
Pursuant to Fla. R. Civ. P. 1.110(g), Plaintiffs set forth a claim for Unjust Enrichment in the
alternative to its Breach of Contract claim.
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CASE NO. CACE-21-010368

90. As such, Defendants were unjustlyenriched at the expense of Plaintiffs in the amount of

$138,000.

91. In equity and good conscience, Defendants should not be permittedto retain the payments

issued to BPE from November 4, 2019, to March 10, 2020, as pre-productionand

production ofthe Program never began.

WHEREFORE, Plaintiffs respectfullyrequest the entry of a judgment against the

Defendants, and return of all funds paid by Plaintiffs plusinterest and any further reliefthis Court

deems necessary and proper.

COUNT IV
FRAUD
(BRADLEY AND JBC AGAINST BROWNING)
92. Plaintiffs reincorporateand re-allegeparagraphs 1 through 59 as set forth herein.

93. Defendant, Browning, made the followingfalse representations
of fact:

a. BPE, a subsidiaryof a publiclytraded company, would produce the Program;

b. BPE would develop at least six twenty-one minute episodesto be hosted by Jennifer

Bradley and aired in the second quarter of 2020 to promote and market Jennifer

Bradley, JBC, and its products;

c.
Pre-productionof the Program would begin in the fourth quarter of 2019 and continue

into the first quarter of 2020; and

d. The Program would reach a minimum of 60 million households by way of airingon

the Discovery Life Network.

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CASE NO. CACE-21-010368

94. were
These representations false as Browning never intended for BPE to produce or

develop the Program nor promote Bradley,JBC, or its products.

95. Defendant Browning knew these representationswere false when they were made to

Bradley.

96. Defendant Browning made these representations Bradley and JBC, to
to induce Plaintiffs,

relyon the representations
and agree to the propositionfor the Program as set forth in the

LOI.

97. Bradley and JBC, agreed to and signed the LOI, entering into
Accordingly, Plaintiffs,

contract with BPE and Browning, wholly in reliance on Browning's representations.

98. JBC, obtained a commercial loan in the amount of $100,000, guaranteed by
Plaintiff,

Bradley, to fund the Program in reliance of Browning's false representations
Plaintiff,

mentioned above.

99. JBC, issued payment o f $120,000, to Defendants,
Then, Plaintiff, BPE and Browning, to

fund the Program in reliance of Browning's false statements.

100. To date,productiono f the Program has not begun and the Program never aired as agreed

to in the LOI.

101. Defendants' conduct has directlyand proximately caused the Plaintiffs actual damage,

includingbut not limited to monetary damage and damage to Plaintiffs' good will and

reputation.

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CASE NO. CACE-21-010368

WHEREFORE, Plaintiffs,
Bradley and JBC, respectfully
request entry o fjudgment against

the Defendant, Browning, and direct Browning to pay compensatory, incidental,and consequential

damages to the Plaintiffs and any further reliefthis Court deems necessary and proper.

COUNT V
THEFT
CIVIL
(JBC AGAINST BPE AND BROWNING)

102. Plaintiffs paragraphs 1 through 59 as
reincorporateand re-allege set forth herein.

103. Defendants, BPE and Browning, obtained payment of $120,000, from Plaintiff,
JBC,

which belonged to Plaintiff,
with the felonious intent to, either temporarilyor permanently,

the money to Defendants own
deprivePlaintiff ofthe rightto the money and to appropriate

use in violation of § 772.11, Florida Statutes.

104. As JBC, has been injuredbecause of Defendants' violation of § 772.11,
a result,Plaintiff,

Florida Statutes,and has lost the above sum ($120,000)plus interest from the date oftheft.

105. Plaintiff has retained the undersigned attorneys and are obligatedto pay a reasonable fee

for their services. Pursuant to § 772.11, Fla. Stat.,Plaintiff is entitled to an award of

fees.
attorney's

106. Before filingthis suit,on February 8, 2021, Plaintiffs served on Defendants a written

demand for payment of three times the amount o fmoney taken by Defendants. The amount

demanded was $360,000.00 which amount represents three times the amount ofthe dollar

amount ofthe theft. A copy ofthis written demand is attached hereto as Exhibit F and is

incorporatedherein by reference.

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CASE NO. CACE-21-010368

107. To date, Defendants, BPE and Browning, have failed and refused to pay the amount

demanded or any other amount.

WHEREFORE, Plaintiff,JBC, demands judgment against Defendants, BPE and

Browning, for three times the amount due as damages, prejudgment interest,attorney'sfees and

costs, and any other or further relief this court deems just and proper.
COUNT VI
CONVERSION
(JBC AGAINST BPE AND BROWNING)

108. JBC, hereby incorporatesand re-allegesparagraphs
Plaintiff, 1 through 59 as set forth

herein.

109. JBC, issued total payment of $120,000, from
Plaintiff, November 4, 2019, to March 10,

2020.

110. Defendants, BPE and Browning, converted Plaintiff's funds totaling$120,000 for their

own use and enjoyment, deprivingPlaintiff o f its property and causingPlaintiff damages.

111. Defendants have converted such funds paid by Plaintiffpermanentlyand for an indefinite

time.

WHEREFORE, requests an entry of judgment againstthe
JBC, respectfully
Plaintiff,

Defendants, BPE and Browning, directingthe Defendants to pay compensatory, incidental,and

consequentialdamages to Plaintiff and any further relief this Court deems necessary and proper.

COUNT VII
DECLARATORY ACTION
(BRADLEY AGAINST DEFENDANTS, BPE AND BROWNING)

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CASE NO. CACE-21-010368

112. Plaintiff, paragraphs 1 through 59 as set forth
Bradley,hereby incorporatesand re-alleges

herein.

113. A good faith dispute exists between the partiesregarding whether Raw Beauty TV, LLC,

is a legitimate pursuant to the laws ofthe state of Florida.
organization,
114. A limited liability
company is formed when the company's articles of organizationbecome

effective under § 605.0207, Florida Statutes, and when at least one person becomes a

member at the become effective.
time the articles of organization

115. To date, articles of organizationhave not been filed for Raw Beauty TV, LLC, and

therefore,it is not a legitimateorganizationunder the laws ofthe state of Florida.

116. Defendants, BPE and Browning, previouslymaintained that Raw Beauty TV, LLC, was a

organizationformed under the laws ofthe
legitimate state of Florida.

117. There is questionconcerning the existence or non-existence of
a present justiciable Raw

Beauty TV, LLC, on which the parties'
rightsand statuses depend.

5
118. Bradley, is in doubt ofher rightand/or status.
Plaintiff,

119. A bona-fide,actual,present, and practicalneed for the declarations exists.

5
Pursuant to the purported Operating Agreement, Jennifer Bradley Productions, LLC, and
Browning Companies International,LLC, were denoted as members ofRaw Beauty TV, LLC.
See Ex. C. at 1. Bradley was explicitly noted as princ*al of Jennifer Bradley Products, LLC,
and as such, Bradley has listed duties under this purportedOperatingAgreement. See id at 4
7 V(B)1.
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CASE NO. CACE-21-010368

WHEREFORE, Plaintiff, seeks a declaration that
Bradley,respectfully Raw Beauty TV,

LLC, is not a legitimate formed pursuant to the laws of the state o f Florida and that
organization,

the Purported Operating Agreement is null and void.

JURY DEMAND

120. Bradley and JBC, hereby
Plaintiffs, demand a trial by jury for all claims triable byjury.

CERTIFICATE OF SERVICE

WE HEREBY CERTIFY that a copy hereof has been electronically
served via Florida ePortal to:

Peter A Koziol, Esquire, pak@assoulineberlowe.com; ja@assoulineberlowe.com; Eric N.

Assouline, Esquire,ena@assoulineberlowe.com;ah@assoulineberlowe.com;on this 2nd day of

March, 2022.

/sl Michelle A. Juarez
Jordan S. Cohen, Esquire
Florida Bar No. 551872
Michelle A. Juarez, Esquire
Florida Bar No. 1030924
WICKER SMITH O'HARA
MCCOY & FORD, P.A.
Attorneys for Jennifer Bradley and
JenniferBradley Corporation
515 E. Las Olas Boulevard
SunTrust Center, Suite 1400
Ft.Lauderdale, FL 33301
Phone: (954) 847-4800
Fax: (954) 760-9353

ftlcrtpleadings@wickersmith.com

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EXHIBIT A

l egal Agreement I IOU Financial https//app ioufinancial.com/agreemenWI 18912

@IOUFinanciai
Bu$,neli Lending Simplilild

Personal Guaranty Agreement

?
Created on:Nov-14-2019 02:54PM

IOU CENTRAL INC.

PERSONAL GUARANTY
This Guaranty is effective on the Effective Date set forth be]ow when received by IOU Central Inc. 600 TownPark Lane, Suite 140 Kennesaw, GA 30144
("Lender") at its offices.

Guarantor Name: JENNIFER BRADLEY

Guarantor Address: FORT LAUDERDALE, FLORIDA 33334

Guarantor Home Phone: 954L
Guarantor Cell Phone: 954

Guarantor Email;
- \

@GMAILCOM
Borrower Whose Commercial ?an Obligation is Guaranteed: JENNIFER BRADLEY CORPORATION

Commercial Promissory Note Number:

Original Principal Amount of Guaranteed Debt:$100,ooo.oo

Effective Date of Guaranty: Nov-M-2019

This Guaranty governs the terms and conditions of Guarantor's guaranty ofthe Commercial I?an obtained by Borrower from knder. Guarantor
understands that Lender, or anyone who takes assignment of the Prumissory Note for Commercial Iban ('Note") evidencing Borrower's obligationto
Lender, may enforce this Guaranty. For convenience, Lender and any assignee of the Note and this Guaranty are referred to herein as 'knder."

If Borrower defaults on its obligations, and you fail to pay the Guaranteed Debt upon demand, your default under this Guaranty may become a part of your
consumer report file.

of 5 11/I4/2019. 3 00 PM
EXHIBIT B

L-1 BROWNING
PRODUCTIONS & ENTERTAINMEN'l

Letter of Intent for
Jennifer Brac ey
Corporation for TV Series
BRAND Integration
Prepared specificallyfor {{first-name}} {{surname}}

'= a?2-?4:1-
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SECTION 1

INTRODUCTION

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PRODUCTIONS & ENTERTAINMENT

INTRODUCTION
The purpose of this "IntegrationAgreement" is to determine terms and
conditions which both parties entering the agreement must agree to abide
in order to for integration within the TV Series, "RAW Beauty." (WorkingTitle)

If terms and conditions laid out before you are accepted please sign on the
bottom of "Agreement Terms" page, If you have further questions or

concerns please contact your assigned producer for assistance.
SECTION 2

AGREEMENTTERMS

INTEGRATION AGREEMENT

This Integration Agreement is made and entered into on this 18th November
2019, by and between RAW Beauty TV, LLC ("RBTV"),and Jennifer Bradley
Corporation. ("Client").

RECITALS

WHEREAS, Client is the manufacturer and retailer of skin and beauty

products ("Product")and Client wishes to promote, market, and enhance
Product on the program series currently known as "RAW Beauty" (the
and
"Program");

WHEREAS, RBTV produces the Program and wishes to Integrate Client's

Product into its Program; and

WHEREAS, RBTV and Client each represents that it is fully authorized to deal
with and to make this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties,intending to be legally bound, hereby agree as
follows:

1. Grant of Rights:

Client agrees to allow the Client's name to appear in the Program and
grants RBTV, successors, licensees and assigns, irrevocable unlimited
its

permission to exhibit, telecast, transmit, distribute, and make reference
to the Client's name, including its logo(s)and/or identifiable characters,

perpetually, throughout the world, as part of the Program, as well as the
unlimited right to advertise and/or market the Product and/or Client's
name in association with the Program.
2. RBTV's Obligations:

a. RBTV shall integrate Client's Product, into the Program, as set forth
below: (Number and time of Program airings are subject to change.):
- Product will be integrated into the storyline throughout two (2)

segments per episode, in a minimum of six (6) episodes during the
season. Production timeframes for these episodes will take place during

Q4, 2019 for pre-production and production continuing into Ql, 2020 and
Post-Production for all six (6) episodes to be completed in Q2,2020.
-
Product will be verbally referenced to three (3) times during the
season in a minimum of six (6) episodes.
-
Product will be seen
close-ups of the Product and/or logo
in six (6)
times during the season in a minimum of six (6) episodes.

b. RBTV shall produce for this half-season, six (6) Programs of

approximately twenty-one (21)minute duration (exact duration may
change based on network requirements for a "half-hour" episode at that
in which RBTV
time of distribution), cover the pre and post-
will

production of the series. The Program will air on Discovery Life Network
("Network")weekly for 6 weeks (or more) in Q2,2020 ("Season One"),
repeat airings or other distribution outlets for these episodes will be
included at no additional charge. The network reaches a minimum of 60
million households. (The Network(s) of initial distribution may be
subject to change if and and reach increases jn exposure
only if the size
to a similar demographic based on households reached or general air
time ratings for this show. Network also holds the right to move airing
dates.3

c. In addition to the foregoing, RBTV will include Client's name at the end
credits of each episodesProgram wherein Client's Product
of the

Case Info

Judge

Haury, William W., Jr. Track Judge’s New Case

Case No.

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Document Filed Date

March 02, 2022

Case Filing Date

May 24, 2021

County

Parties

Bradley, Jennifer Plaintiff
Browning Productions and Entertainment, Inc. Defendant
Browning, William Defendant
Cohen, Jordan S Attorney for the Plaintiff
Gruher, Barry P, ESQ. Attorney for the Plaintiff
Jennifer Bradley Corporation Inc Plaintiff
Koziol, Peter Andrew Attorney for the Defendant
Pro Se Attorney for the Defendant
Cecilia Orozco Attorney
Eric Neumann Attorney
Eric Assouline Attorney
Barry Pinkus Attorneys for Plaintiffs
Scott Behren Attorney
Avi Zemel Attorney
Peter Abraham Attorney

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Complaint,Petition: Jennifer Bradley, et al Plaintiff vs. William Browning, et al Defendant

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