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JEREMIAH REYNOLDS (SBN 223554)
Electronically FILED by
jreynolds@eisnerlaw.com Superior Court of California,
KATHERINE PIERUCCI (SBN 301051) County of Los An geles
kpierucci@eisnerlaw.com 6/08/2023 5:13 PI
EISNER, LLP David W. Slayton,
Executive Officer/Clerk of Court,
433 N. Camden Drive, 4" Floor By D. Williams, Deputy Clerk
Beverly Hills, California 90210
Telephone: (310) 855-3200
Facsimile: (310) 855-3201
Attorneys for Plaintiff
STEAMROLLER, LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES, CENTRAL DISTRICT
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STEAMROLLER, LLC, an Iowa Limited Case No. 235T C¥V¥13254
13 Liability Company,
14 Plaintiff, COMPLAINT FOR:
15 VS. 1. BREACH OF CONTRACT
2. CONVERSION
16 SLIPKNOT, LLC, a Delaware Limited 3. UNJUST ENRICHMENT
Liability Company; SLIPKNOT, INC., a 4. ACCOUNTING
17 California Corporation; KNOT
PRODUCTIONS, LLC; a Delaware Limited DEMAND FOR TRIAL BY JURY
18 Liability Company; COREY TAYLOR, an
individual residing in California; and
19 MICHAEL SHAWN CRAHAN, an
individual residing in California,
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Defendants.
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Plaintiff Steamroller, LLC (‘Plaintiff’), for its complaint against Defendants Slipknot,
LLC, Slipknot, Inc., Knot Productions, LLC, Michael Shawn Crahan, and Corey Taylor, and
DOES | through 100, inclusive (collectively, “Defendants”), allege as follows:
INTRODUCTION
1 This Complaint follows a long and well-reported pattern of mistreatment and
disrespect perpetrated by Slipknot’s Corey Taylor (“Taylor”) and Michael Shawn Crahan
(“Crahan’”) against their former bandmember and beloved metal drummer, Joey Jordison
(‘Jordison’”). Taylor and Crahan’s misconduct has culminated in their conversion of Jordison’s
iconic personal belongings so that they can include these items in a travelling Slipknot museum
10 called Knotfest and line their pockets with profit off of Jordison’s devoted fanbase.
11 2. Plaintiff, the successor-in-interest to Jordison’s estate, has made numerous
12 demands that Defendants return Jordison’s items pursuant to a written agreement between the
13 parties, but Defendants have both outright refused and blatantly lied to Plaintiff, claiming to not
14 have any other items belonging to Jordison in their possession. But Defendants’ lies are just that.
15 Photos and videos posted on the internet clearly show Jordison’s masks, jackets, adidas sneakers,
16 and drums displayed at Knotfest Japan in April 2023. In fact, in one video, Crahan is seen
17 smelling Jordison’s jacket and telling a crowd of fans that it “smells like Joey wore it yesterday.”
18 3 There is no question that Defendants are in possession of at least 22 items
19 belonging to Jordison that are captured in photos and videos at recent Knotfests, as well as
20 potentially other items, that are currently unknown to Plaintiff. Defendants clearly plan to
21 stonewall Plaintiff and continue profiting from display of Jordison’s belongings at Knotfest,
22 thereby necessitating judicial intervention. Defendants’ conversion of Jordison’s iconic
23 belongings and efforts to profit therefrom must end here.
24 THE PARTIES
25 4 Plaintiff Steamroller, LLC (“Plaintiff*) is, and at all relevant times mentioned
26 herein was, an Iowa limited liability company.
27 5 Defendant Slipknot, LLC (also referred to herein as the “Slipknot Partnership”) is,
28 and at all relevant times mentioned herein was, a Delaware limited liability company, with its
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principal place of business in Bakersfield, California.
6 Defendant Slipknot, Inc. is, and at all relevant times mentioned herein was, a
corporation organized and existing under the laws of the State of California, with its principal
place of business in Los Angeles County, California.
7 Defendant Knot Productions, LLC is, and at all relevant times mentioned herein
was, a Delaware limited liability company, with its principal place of business in Los Angeles
County, California.
8 Defendant Corey Taylor is, and at all relevant times mentioned herein was, an
individual residing in California.
10 9 Defendant Michael Shawn Crahan is, and at all relevant times mentioned herein
11 was, an individual residing in California.
12 10. Plaintiff is informed and believes, and on that basis alleges, that, Defendants DOES
13 1 through 100, inclusive, are individually and/or jointly liable to Plaintiff
for the conduct alleged
14 herein. The true names and capacities, whether individual, corporate, associate or otherwise, of
15 Defendants DOES | through 100, inclusive, are unknown to Plaintiffat this time. Accordingly,
16 Plaintiff sues Defendants DOES 1 through 100, inclusive, by fictitious names and will amend this
17 Complaint to allege their true names and capacities once ascertained.
18 11. Plaintiff is informed and believes, and on that basis alleges, that, at all relevant
19 times mentioned herein, Defendants, and each of them, were acting in concert or participation with
20 each other, or were joint participants and collaborators in the acts complained of, and were the
21 agents or employees of the others in doing the acts complained of herein, each and all acting
22 within the course and scope of the agency of and/or employment by the others, each and all acting
23 in concert one with the other and all together.
24 12. Plaintiff is informed and believes, and on that basis alleges, that, at all relevant
25 times mentioned herein, Defendants, and each of them, were, and are, the agents, servants, alter
26 egos and/or employees of each of the other Defendants, and all the things alleged to have been
27 done by Defendants were done in the capacity of and as agent, servant, alter ego and/or employee
28 of and for the other Defendants, with their knowledge approval, and ratification.
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JURISDICTION AND VENUE
13. Jurisdiction is proper in the Superior Court of the State of California for the County
of Los Angeles pursuant to California Code of Civil Procedure Section 410.10.
14. Venue is proper in Los Angeles County, California pursuant to California Code of
Civil Procedure Section 392, et seq. because the contract at issue provides that it “shall be subject
to the laws of the state of California and any disputed hereunder shall be resolved solely in the
courts (state and federal) located in Los Angeles, California.” Moreover, Defendant Slipknot, Inc
is a California Corporation and Slipknot, LLC has its principal place of business in California.
GENERAL ALLEGATIONS
10 15. Joey Jordison was the original drummer and co-founder of the famous heavy metal
11 band Slipknot. Jordison was fundamental to the band’s development and ultimate success.
12 Jordison came up with the name “Slipknot,” designed the band’s logo, and co-wrote many of
13 Slipknot’s songs, including many of its biggest hits. Many revere Jordison as the most influential
14 drummer in metal history. In 2010, Jordison was voted the best drummer of the previous 25 years
15 by readers of Rhythm Magazine. He is beloved by a devoted fan base and known for his
16 spectacular showmanship, incredible skill on the drums, and the masks and gear he wore on stage.
17 Jordison’s skill and status as a legendary drummer propelled Slipknot to fame and are well-
18 documented in articles across the internet.
19 16. Jordison, along with Michael Shawn Crahan and Paul Gray, formed Slipknot in
20 1995. In 1999, Slipknot bandmembers Crahan, Gray, Corey Taylor, and Jordison entered into a
21 Partnership Agreement and formed the Slipknot Partnership. The Slipknot Partnership was
22 formed under and pursuant to California law. A true and correct copy of the Partnership
23 Agreement is attached hereto as Exhibit A.
24 17. In 2010, Jordison began experiencing symptoms that were later diagnosed as acute
25 transverse myelitis. The neurological disease progressed to the point that Jordison lost the use of
26 his left leg.
27 18. In 2013, while Jordison was struggling with the symptoms of his medical
28 condition, Crahan and Taylor abruptly kicked Jordison out of Slipknot by email. The callousness
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of Jordison’s firing and other mistreatment at the hands of Crahan and Taylor have been widely
reported and criticized by fans of the band. Since the 1990s, Jordison had dedicated his life to
making Slipknot a metal sensation, from which Crahan and Taylor handsomely profited. It made
no sense why Crahan and Taylor would treat Jordison with such disdain, especially in light of
Jordison’s illness.
19. In 2015, Jordison, on the one hand, and the Slipknot Partnership, Slipknot, Inc.,
Crahan, and Taylor, on the other hand, entered into a Release Agreement to buy out Jordison’s
interest in the Slipknot Partnership. A true and correct copy of the 2015 Release Agreement is
attached hereto as Exhibit B. The Release Agreement required Defendants to “promptly
10 following the full execution of th[e] Release Agreement” return to Jordison “any property,
11 including musical gear or equipment, belonging to Jordison, “that is now in the possession of”
12 Defendants. As Defendants are well aware, these items are highly valuable because of Jordison’s
13 fame and devoted fan base, and also deeply meaningful to Jordison’s family.
14 20. Jordison tragically passed away at the young age of 46 years old on July 26, 2021.
15 After Jordison’s death, Plaintiff became the successor-in-interest to Jordison and his estate.
16 21. While family, friends, and fans mourned the loss of the legendary drummer, neither
17 bandmate expressed condolences to Jordison’s family after his passing. Instead, Taylor and
18 Crahan callously sought to profit off of Jordison’s death. Slipknot released a new album in 2022
19 titled The End, So Far. Fan reviews of the album rarely miss the opportunity to lament Jordison’s
20 absence. Recognizing that they could make money off of Jordison’s devoted fan base, Taylor and
21 Crahan heartlessly used Jordison’s death as marketing for their new album. Taylor publicly
22 dedicated The End, So Far to Jordison and professed that the realization that Jordison had passed
23 really “crept in” while making the album. Taylor even acknowledged that he and Crahan had
24 mistreated Jordison in an interview, telling fans that they “were hoping to mend fences with him,
25 and it’s one of those things that tells you: whatever you need to do, do it now, because you never
26 known when you’re gonna lose somebody.” Perhaps worst of all, Crahan and Taylor publicly lied
27 to fans that they had contacted Jordison’s family to check on them and express their condolences
28 and love for Jordison in the wake of his passing. This was utterly false, and deeply upsetting for
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Jordison’s family to read such a blatant lie on the internet. It is clear that Taylor and Crahan did
not actually care about Jordison or his family; they only cared about drumming up publicity and
sales of the new album.
22. Taylor and Crahan have continued to mistreat Jordison even after his death by
refusing to honor the Release Agreement and converting Jordison’s iconic personal belongings to
make a profit. In September 2022, Plaintiff discovered for the first time that Defendants remain in
possession of numerous of Jordison’s most iconic belongings and were profiting from displaying
these items at a travelling Slipknot museum called Knotfest. For the first time in September 2022,
and on numerous occasions since, Plaintiff discovered numerous videos and photographs of
10 Knotfest in which Jordison’s belongings are clearly displayed. For example, Defendants have
11 repeatedly displayed Jordison’s drums, sticks, masks, clothing (including his signature Adidas
12 tennis shoes) and other materials at Knotfest and, on information and belief, profited from
13 charging fans a “VIP” rate in order to access the display of Jordison’s belongings. At Knotfest
14 Brazil 2022, Defendants included a sign touting Jordison’s iconic sneakers as part of the display:
15 “From Mick’s original mask to the shoes Joey wore while recording the band’s second album,
16 Iowa, it’s all here.” (Emphasis added). This is a clear breach of the Release Agreement, which
17 required all of Jordison’s musical instruments, equipment, masks, clothing, and other property to
18 be returned to Jordison promptly upon execution.
19 23. Plaintiff did not know and had no way of knowing that Defendants breached the
20 Release Agreement and failed to return Jordison’s property until Plaintiff discovered photos of a
21 Knotfest display in September 2022. Upon learning that Jordison’s items had not been returned
22 pursuant to the Release Agreement, Plaintiff contacted Defendants demanding that Jordison’s
23 possessions be returned to Plaintiff. Defendants did not provide a substantive response for over a
24 month despite repeated follow ups from Plaintiff. When they finally did respond, Defendants
25 erroneously claimed that Jordison had donated the items to Knotfest and confirmed they would not
26 be returning the items to Plaintiff. This is a flat out lie. Jordison never donated his items to
27 Knotfest or Defendants. To the contrary, Jordison expressly negotiated for the return of his items
28 in the Release Agreement. Defendants then proposed that they buy Jordison’s belongings so that
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they could continue to profit off their display at Knotfest. Plaintiff promptly declined and
reiterated its demand that Defendants return Jordison’s belongings. No amount of money could
possibly compensate Jordison’s family for the sentimental value of these items.
24. Plaintiff sent Defendants a detailed list of 26 items belonging to Jordison that
Plaintiff was able to identify in photographs and videos of Knotfest on the internet. Defendants
reversed course and agreed to honor the Release Agreement by returning all of Jordison’s
belongings in their possession, but this too was a blatant lie. Defendants returned only four of the
26 items, brazenly misrepresenting to Plaintiff that they had no other items belonging to Jordison
in their possession. Another lie. In an April 2023, YouTube video shot at Knotfest Japan 2023,
10 Crahan repeatedly brags to fans that he keeps and preservers everything related to Slipknot, so
11 Crahan cannot claim that he lost or gave away any of Jordison’s belongings. In the same video,
12 Crahan holds up Jordison’s jacket and tells a crowd of fans that it “smells like Joey wore it
13 yesterday.” Also displayed at Knotfest are multiple masks belonging to Jordison, Jordison’s pearl
14 drum set, and Jordison’s iconic adidas sneakers. None of these items have been returned to
15 Plaintiff. It is clear that Defendants’ plan is to never return Jordison’s items so that they can
16 continue profiting from them at Knotfests across the globe. On information and belief, as of the
17 date of this filing, Jordison’s items are now being shipped from Japan to Italy for yet another
18 Knotfest to line Defendants’ pockets.
19 25. Because Defendants have repeatedly lied about their possession of Jordison’s
20 belongings and continue to stonewall Plaintiff's efforts to recover these items, Plaintiff is left with
21 no other choice than to file this lawsuit. Defendants’ conversion of Jordison’s belongings and
22 efforts to profit therefrom are deeply distressing to Jordison’s family and must end here.
23 FIRST CAUSE OF ACTION
24 (Breach of Written Contract - Against all Defendants)
25 26. Plaintiff incorporates herein by reference the allegations contained in Paragraphs |
26 through 25, inclusive, as though set forth in full.
27 27. The Release Agreement constitutes a valid and binding agreement under California
28 law.
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28. Jordison and Plaintiff have at all times performed, or otherwise were excused from
performing, all duties and obligations required of them under the Release Agreement.
29. Defendants have breached the Release Agreement by failing to return to Plaintiff
all property, including but not limited to musical gear or equipment, belonging to Jordison, in
Defendants’ possession.
30. As a direct and proximate result of Defendants’ conduct, Plaintiff has suffered
monetary damages in an amount to be proven at trial.
SECOND CAUSE OF ACTION
(Conversion - Against all Defendants)
10 31. Plaintiff incorporates herein by reference the allegations contained in Paragraphs |
11 through 30, inclusive, as though set forth in full.
12 32. Plaintiff has a right to immediate possession of and/or an ownership interest in
13 Jordison’s property, including but not limited to musical gear or equipment in Defendants’
14 possession.
15 33. Defendants have intentionally and substantially interfered with Plaintiff's rights by
16 refusing to turnover Jordison’s property, including but not limited to musical gear or equipment, in
17 Defendant’s possession.
18 34. As a direct and proximate result of Defendants’ conduct, Plaintiff has suffered
19 monetary damages in an amount to be proven at trial.
20 35. Plaintiff is informed and believes, and on that basis alleges, that the misconduct by
21 Defendants, as alleged herein, was intended by Defendants to cause injury to Plaintiff, and/or was
22 despicable conduct by Defendants with a willful and conscious disregard of the rights and interests
23 of Plaintiff, and/or subjected Plaintiffto cruel and unjust hardship in conscious disregard of
24 Plaintiff's rights and interests such as to constitute malice, oppression, or fraud under California
25 Civil Code Section 3294, thereby entitling Plaintiffto punitive damages in an amount appropriate
26 to punish or make an example of Defendants.
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THIRD CAUSE OF ACTION
(Unjust Enrichment - Against All Defendants)
36. Plaintiff incorporates herein by reference the allegations contained in Paragraphs 1
through 35, inclusive, as though set forth in full.
37. Plaintiff has a right to immediate possession of and/or an ownership interest in
Jordison’s property, including but not limited to musical gear or equipment, belonging to Jordison
in Defendants’ possession, including any profits derived therefrom.
38. On information and belief, Defendants have been unjustly enriched by possession
of Jordison’s property and profits made from display thereof, all of which belong to Jordison and
10 Plaintiff.
11 39. As a direct and proximate result of Defendants’ conduct, Plaintiff
has suffered
12 monetary damages in an amount to be proven at trial.
13 FOURTH CAUSE OF ACTION
14 (Accounting - Against All Defendants)
15 40. Plaintiff incorporates herein by reference the allegations contained in Paragraphs 1
16 through 39, inclusive, as though set forth in full.
17 41. A relationship exists between Plaintiff, on the one hand, and Defendants on the
18 other hand, that requires an accounting. Pursuant to the release agreement, Defendants agreed to
19 immediately return to Plaintiff all property, including but not limited to musical gear or
20 equipment, belonging to Jordison in Defendants’ possession.
21 42. Defendants have not turned over Jordison’s property, nor have Defendants
22 provided Plaintiff with any means to determine the total amount of Jordison’s property in
23 Defendants’ current possession. Accordingly, Plaintiff seeks an accounting from Defendants of all
24 property of Plaintiff in Defendants’ possession that has not yet been returned to Plaintiff.
25 PRAYER
26 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as
27 follows:
28 1 For actual and compensatory damages in an amount to be proven at trial;
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1 2 For exemplary and punitive damages in an amount to be determined at the time of
2 || trial;
3 3 For specific performance of the Release Agreement, including Defendants’
4 || turnover of Jordison’s property to Plaintiff;
5 4 For an accounting;
6 5 For attorneys’ fees and costs as permitted by applicable law;
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6. For pre-judgment and post-judgment interest at the maximum legal rate; and
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8 For such other and further reliefas the Court may deem just and proper.
9 ||DATED: June 8, 2023 EISNER, LLP
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~ P JEREMIAH REYNOLDS
Attorneys for Plaintiff
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DEMAND FOR JURY TRIAL
Plaintiff hereby demands a trial by jury on all issues and causes of action triable by a
jury. DATED: June 8, 2023 EISNER, LLP
»o JEREMIAH REYNOLDS
Attorneys for Plaintiff
STEAMROLLER, LLC
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EXHIBIT A
DRAFT
PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT is made as of the 1st day of April,
1999, by and among Shawn Crahan (*“Crahan” ) Paul Gray (“Gray”),
Nathan Jordison (“Jordison”)and Corey Taylor (“Taylor”) .
The parties hereto, intending to be legally bound hereby,
agree as follows:
I
DEFINITIONS
When used in this Agreement the following terms shall have the
meanings set forth below:
Lod, Agreement. "Agreement" shall mean this Partnership
Agreement .
are Allocable Net Losses. "Allocable Net Losses" shall mean
the amount of net losses reportable by the Partnership for federal
income tax purposes.
1.3 Allocabie Net Profits. "Allocate Net profits" shall mean
the amount of net income or profits reportable by the Partnership
for federal income tax purposes.
1.4 Capital Account. "Capital Account" shall mean a general
ledger account to be kept for each Partner to which there shall be
added (as of the end of each accounting period) all
Capital
Contributions of such Partner, and which shall be increased by the
amount of Allocable Net Profits allocated to such Partner, and
decreased by the mount of (a) Allocable Net Losses allocated to
such Partner and (b) all distributions made to such Partner.
Limo Capital Contribution. "Capital Contribution" shall mean
any contribution by a Partner of cash, property or other valuable
consideration to the capital of the Partnership.
1.6 "Interest" shall mean the economic interest of
Interest.
a Partner in
the capital, Allocable Net Profits, Allocable Net
Loses, Net Proceeds of Operation and distributions of the
Partnership. In the event that a Partner is admitted to the
Partnership pursuant to Section 6.01 hereof, or any dissolution of
the Partnership occurs following which the business of the
Partnership is continued pursuant to Section 8.01 hereof, the
Interest of each Partner shall be the ratio of such Partner's
Capital Account to the Capital Accounts of all Partners of the
Partnership. A "Majority Interest" shall mean Interests of
Partners constituting more than fifty percent (50%) of the
Interests of all Partners.
La T Net Proceeds of Operation. "Net Proceeds of Operation"
shall mean all amounts received by the Partnership from providing
ues7e4.1
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the Services, and all revenues of the Partnership from any other
businesses such as merchandising of products, less such amounts
necessary to satisfy known obligations, less accrued Partnership
administration, legal, accounting, agent's and management fees, and
less such amounts set aside as a reasonable reserve to provide
funds for any operating expenses of the Partnership.
138 Partner; Partners. The parties
hereto, and any Partners
admitted pursuant to Section 6,01 shall
hereof, sometimes be
referred to individually as "Partner" end collectively as
"Partners."
1,..9 "Partnership" shall mean the general
partnership formed pursuant to this Agreement.
1.10 Partnership Property. "Partnership Property" shall mean
all tangible and intangible assets, properties and rights
(including goodwill and licenses) owned by the Partnership at any
time,
1.1 Services. "Services" shall mean the entertainment
and musical performing and recording services, including any and
all services required of the Partnership or any of the Partners
pursuant to the recording contract between the Partners on the one
hand and The All Blacks U.S.A., Inc. on the other, dated June 26,
1998, or any successor or substitute agreement between the
Partnership and any record company for the recording services of
the Partnership (the "Recording Agreement"), and further including
live engagements and television and tape performances of the
Partners performed by the Partners pursuant to the terms of this
Agreement, but specifically excluding songwriting and music
publishing services.
Lhe
FORMATION
Zak Formation. The Partners hereby form a general
partnership, under and pursuant to the California Uniform
Partnership Act (California Corporations Code Sections 15000, et
seq.), as amended (the "Act"), effective as of the date hereof.
2.2 Name. Subject to the terms of Section 8 hereof, the name
of the Partnership shall be THE SLIPKNOT PARTNERSHIP. The
Partnership may conduct business, and perform the Services, under
this name or any other name or names as the Partners may determine
from time to time hereafter. The Partnership and the Partners
hereby expressly agree and acknowledge that the name "Slipknot"
(the "Name"), and any and all trademarks, tradenames, service
marks, copyrights or logotypes including or based upon such name,
are and shall remain the sole and exclusive property of the
Partnership.
2.3 Term The term of the Partnership shall begin as of the
188784.1
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date of this Agreement, and shall continue until the Partnership is
wound up, dissolved and terminated under the terms, conditions and
agreements herein set forth, or until it is wound up, dissolved and
terminated under the laws of the State of California.
2.4 Fictitious Business Name Statement. The Partners, or any
one of them on the Partnership's behalf, shall sign and cause to be
filed and published a fictitious business name statement and all
amendments to said statement and renewals thereof, as and when
required pursuant to the requirements of the California Business
and Professions Code.
TIT.
PARTNERSHIP BUSTNESS
328 Place of Business. The Partnership's principal place of
business shall be in care of Steve Richards, 9220 Sunset Blvd.
Suite 1803, Los Angeles, California 90069 or at such other place or
places as may be designated by the Partners.
sae Purposes. The purposes of the Partnership shall be the
performance of the Services, and to do all things related to,
necessary or incidental to the foregoing, and to engage in such
other businesses, including merchandising of products under the
name of the Partnership, as the Partners from time to time shall
agree.
aad Powers. The Partnership is empowered to do any and all
things necessary, appropriate or convenient for the furtherance and
accomplishment of its purpose.
Iv.
FINANCIAL
4.1 Initial Contributions to Capital. The initial
contribution to the capital of the Partnership of each of the
Partners is as follows:
(a) Crahan has contributed the sum of One Hundred
Dollars ($100.00) concurrently with the execution hereof,
which contribution shall represent a one-fourth (1/4)
Interest in the Partnership;
(b) Gray has contributed the sum of One
Dollars Hundred
($100.00) concurrently with the execution hereof, which
contribution shall represent a one-fourth (1/4) Interest in
the Partnership;
(c) Jordison has contributed the sum of One Hundred
Dollars ($100.00) concurrently with the execution hereof,
which contribution shall represent a one-fourth (1/4) Interest
in the Partnership.
188784.
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(d) Taylor has contributed the sum of One Hundred Dollars
($100.00) concurrently with the execution hereof, which
contribution shall represent a one-fourth (1/4) Interest in
the Partnership.
4.2 Amendment to Partnershi Documentation The Partners
shall in timely fashion amend this Agreement to reflect appropriate
changes in the capitalization of the Partnership and the admission
of any other person or corporation as an additional partner.
4.3 Additional Capital Contributions. Whenever Lt. is
determined by the Partners, as provided in Section 5.1, that the
capital of the Partnership is or is presently likely to become
insufficient for the conduct of its business, the Partners may, by
mutual agreement of all Partners, call for additional contributions
to capital. Each Partner shall be liable to the Partnership for
such Partner's share of the aggregate contributions duly called for
under this Section 4.3, determined in proportion to each Partner's
Interest in the Partnership.
4.4 Default on Contributions of Any Partner. If any Partner
fails to pay any contribution to the Partnership's capital at the
time and in the form and amount required by this Agreement, the
Partnership shall not dissolve or terminate. The rights of the
Partnership in the event of any such default shall be as follows:
(a) The Partnership
may, at the option of the
non-defaulting obtain
Partners, a loan or loans from the
non-defaulting Partners, or from any third party lender, on
the best terms then available, in the amount of the defaulted
assessment. No creditor shall acquire any interest in the
Partnership as a result of such loan other than as a creditor.
Any loans or advances by any Partner shall bear interest at
the rate agreed upon by the majority of non-defaulting
Partners (which shall not be in excess of the rate of interest
allowed under the usury laws). All interest and principal
repayments shall be the obligation of the defaulting Partner
and, if not paid immediately when due, such amounts may be
paid by the Partnership and thereafter deducted or offset from
any monies due the defaulting partner in the future on account
of Partnership distributions of any kind, or deducted from
such Partner's Capital Account (in which case his Interest in
the Partnership will be reduced); and
(b) The Partnership shall also have the right to pursue
legal remedies to collect the amount due, together with
interest thereon from the day such contribution was due at the
highest lawful rate, plus collection expenses and attorneys'
fees for counsel for the Partnership.
4.5 Withdrawal of Capital. No Partner may withdraw all or
any portion of the Partnership capital at any time without the
express written consent of all of the Partners.
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4.6 Interest on Capital. No Partner shall be entitled to
interest on contributions to the capital of the Partnership.
4.7 Loans to Partnership. Except as set forth in Section
4.04(a), no Partner may lend or advance money to the Partnership
without the approval of all of the Partners. Any loan by a Partner
to the Partnership made in accordance with this provision shall be
separately entered in the Partnership books as a loan to the
Partnership, shall bear interest at a rate agreed upon by the
Partners and shall be evidenced by a promissory note delivered to
the lending Partner and executed in the name of the Partnership.
Any such liability shall not be deemed an additional contribution
to capital by the lending Partner, and shall not entitle him or it
to any increased share of the Partnership profits.
4.8 Books of Account. The Partners shall cause to he
maintained complete and accurate books, records, reports and
accounts of all Partnership transactions. Each Partner shall cause
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JEREMIAH REYNOLDS (SBN 223554) Electronically FILED by jreynolds@eisnerlaw.com Superior Court of California, KATHERINE PIERUCCI (SBN 301051) County of Los An geles kpierucci@eisnerlaw.com 6/08/2023 5:13 PI EISNER, LLP David W. Slayton, Executive Officer/Clerk of Court, 433 N. Camden Drive, 4" Floor By D. Williams, Deputy Clerk Beverly Hills, California 90210 Telephone: (310) 855-3200 Facsimile: (310) 855-3201 Attorneys for Plaintiff STEAMROLLER, LLC SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 11 12 STEAMROLLER, LLC, an Iowa Limited Case No. 235T C¥V¥13254 13 Liability Company, 14 Plaintiff, COMPLAINT FOR: 15 VS. 1. BREACH OF CONTRACT 2. CONVERSION 16 SLIPKNOT, LLC, a Delaware Limited 3. UNJUST ENRICHMENT Liability Company; SLIPKNOT, INC., a 4. ACCOUNTING 17 California Corporation; KNOT PRODUCTIONS, LLC; a Delaware Limited DEMAND FOR TRIAL BY JURY 18 Liability Company; COREY TAYLOR, an individual residing in California; and 19 MICHAEL SHAWN CRAHAN, an individual residing in California, 20 Defendants. 21 22 23 24 25 26 27 28 EISNER, LLP #2817671v5 Plaintiff Steamroller, LLC (‘Plaintiff’), for its complaint against Defendants Slipknot, LLC, Slipknot, Inc., Knot Productions, LLC, Michael Shawn Crahan, and Corey Taylor, and DOES | through 100, inclusive (collectively, “Defendants”), allege as follows: INTRODUCTION 1 This Complaint follows a long and well-reported pattern of mistreatment and disrespect perpetrated by Slipknot’s Corey Taylor (“Taylor”) and Michael Shawn Crahan (“Crahan’”) against their former bandmember and beloved metal drummer, Joey Jordison (‘Jordison’”). Taylor and Crahan’s misconduct has culminated in their conversion of Jordison’s iconic personal belongings so that they can include these items in a travelling Slipknot museum 10 called Knotfest and line their pockets with profit off of Jordison’s devoted fanbase. 11 2. Plaintiff, the successor-in-interest to Jordison’s estate, has made numerous 12 demands that Defendants return Jordison’s items pursuant to a written agreement between the 13 parties, but Defendants have both outright refused and blatantly lied to Plaintiff, claiming to not 14 have any other items belonging to Jordison in their possession. But Defendants’ lies are just that. 15 Photos and videos posted on the internet clearly show Jordison’s masks, jackets, adidas sneakers, 16 and drums displayed at Knotfest Japan in April 2023. In fact, in one video, Crahan is seen 17 smelling Jordison’s jacket and telling a crowd of fans that it “smells like Joey wore it yesterday.” 18 3 There is no question that Defendants are in possession of at least 22 items 19 belonging to Jordison that are captured in photos and videos at recent Knotfests, as well as 20 potentially other items, that are currently unknown to Plaintiff. Defendants clearly plan to 21 stonewall Plaintiff and continue profiting from display of Jordison’s belongings at Knotfest, 22 thereby necessitating judicial intervention. Defendants’ conversion of Jordison’s iconic 23 belongings and efforts to profit therefrom must end here. 24 THE PARTIES 25 4 Plaintiff Steamroller, LLC (“Plaintiff*) is, and at all relevant times mentioned 26 herein was, an Iowa limited liability company. 27 5 Defendant Slipknot, LLC (also referred to herein as the “Slipknot Partnership”) is, 28 and at all relevant times mentioned herein was, a Delaware limited liability company, with its 2 EISNER, LLP #2817671v5 principal place of business in Bakersfield, California. 6 Defendant Slipknot, Inc. is, and at all relevant times mentioned herein was, a corporation organized and existing under the laws of the State of California, with its principal place of business in Los Angeles County, California. 7 Defendant Knot Productions, LLC is, and at all relevant times mentioned herein was, a Delaware limited liability company, with its principal place of business in Los Angeles County, California. 8 Defendant Corey Taylor is, and at all relevant times mentioned herein was, an individual residing in California. 10 9 Defendant Michael Shawn Crahan is, and at all relevant times mentioned herein 11 was, an individual residing in California. 12 10. Plaintiff is informed and believes, and on that basis alleges, that, Defendants DOES 13 1 through 100, inclusive, are individually and/or jointly liable to Plaintiff for the conduct alleged 14 herein. The true names and capacities, whether individual, corporate, associate or otherwise, of 15 Defendants DOES | through 100, inclusive, are unknown to Plaintiffat this time. Accordingly, 16 Plaintiff sues Defendants DOES 1 through 100, inclusive, by fictitious names and will amend this 17 Complaint to allege their true names and capacities once ascertained. 18 11. Plaintiff is informed and believes, and on that basis alleges, that, at all relevant 19 times mentioned herein, Defendants, and each of them, were acting in concert or participation with 20 each other, or were joint participants and collaborators in the acts complained of, and were the 21 agents or employees of the others in doing the acts complained of herein, each and all acting 22 within the course and scope of the agency of and/or employment by the others, each and all acting 23 in concert one with the other and all together. 24 12. Plaintiff is informed and believes, and on that basis alleges, that, at all relevant 25 times mentioned herein, Defendants, and each of them, were, and are, the agents, servants, alter 26 egos and/or employees of each of the other Defendants, and all the things alleged to have been 27 done by Defendants were done in the capacity of and as agent, servant, alter ego and/or employee 28 of and for the other Defendants, with their knowledge approval, and ratification. 3 EISNER, LLP #2817671v5 JURISDICTION AND VENUE 13. Jurisdiction is proper in the Superior Court of the State of California for the County of Los Angeles pursuant to California Code of Civil Procedure Section 410.10. 14. Venue is proper in Los Angeles County, California pursuant to California Code of Civil Procedure Section 392, et seq. because the contract at issue provides that it “shall be subject to the laws of the state of California and any disputed hereunder shall be resolved solely in the courts (state and federal) located in Los Angeles, California.” Moreover, Defendant Slipknot, Inc is a California Corporation and Slipknot, LLC has its principal place of business in California. GENERAL ALLEGATIONS 10 15. Joey Jordison was the original drummer and co-founder of the famous heavy metal 11 band Slipknot. Jordison was fundamental to the band’s development and ultimate success. 12 Jordison came up with the name “Slipknot,” designed the band’s logo, and co-wrote many of 13 Slipknot’s songs, including many of its biggest hits. Many revere Jordison as the most influential 14 drummer in metal history. In 2010, Jordison was voted the best drummer of the previous 25 years 15 by readers of Rhythm Magazine. He is beloved by a devoted fan base and known for his 16 spectacular showmanship, incredible skill on the drums, and the masks and gear he wore on stage. 17 Jordison’s skill and status as a legendary drummer propelled Slipknot to fame and are well- 18 documented in articles across the internet. 19 16. Jordison, along with Michael Shawn Crahan and Paul Gray, formed Slipknot in 20 1995. In 1999, Slipknot bandmembers Crahan, Gray, Corey Taylor, and Jordison entered into a 21 Partnership Agreement and formed the Slipknot Partnership. The Slipknot Partnership was 22 formed under and pursuant to California law. A true and correct copy of the Partnership 23 Agreement is attached hereto as Exhibit A. 24 17. In 2010, Jordison began experiencing symptoms that were later diagnosed as acute 25 transverse myelitis. The neurological disease progressed to the point that Jordison lost the use of 26 his left leg. 27 18. In 2013, while Jordison was struggling with the symptoms of his medical 28 condition, Crahan and Taylor abruptly kicked Jordison out of Slipknot by email. The callousness 4 EISNER, LLP #2817671v5 of Jordison’s firing and other mistreatment at the hands of Crahan and Taylor have been widely reported and criticized by fans of the band. Since the 1990s, Jordison had dedicated his life to making Slipknot a metal sensation, from which Crahan and Taylor handsomely profited. It made no sense why Crahan and Taylor would treat Jordison with such disdain, especially in light of Jordison’s illness. 19. In 2015, Jordison, on the one hand, and the Slipknot Partnership, Slipknot, Inc., Crahan, and Taylor, on the other hand, entered into a Release Agreement to buy out Jordison’s interest in the Slipknot Partnership. A true and correct copy of the 2015 Release Agreement is attached hereto as Exhibit B. The Release Agreement required Defendants to “promptly 10 following the full execution of th[e] Release Agreement” return to Jordison “any property, 11 including musical gear or equipment, belonging to Jordison, “that is now in the possession of” 12 Defendants. As Defendants are well aware, these items are highly valuable because of Jordison’s 13 fame and devoted fan base, and also deeply meaningful to Jordison’s family. 14 20. Jordison tragically passed away at the young age of 46 years old on July 26, 2021. 15 After Jordison’s death, Plaintiff became the successor-in-interest to Jordison and his estate. 16 21. While family, friends, and fans mourned the loss of the legendary drummer, neither 17 bandmate expressed condolences to Jordison’s family after his passing. Instead, Taylor and 18 Crahan callously sought to profit off of Jordison’s death. Slipknot released a new album in 2022 19 titled The End, So Far. Fan reviews of the album rarely miss the opportunity to lament Jordison’s 20 absence. Recognizing that they could make money off of Jordison’s devoted fan base, Taylor and 21 Crahan heartlessly used Jordison’s death as marketing for their new album. Taylor publicly 22 dedicated The End, So Far to Jordison and professed that the realization that Jordison had passed 23 really “crept in” while making the album. Taylor even acknowledged that he and Crahan had 24 mistreated Jordison in an interview, telling fans that they “were hoping to mend fences with him, 25 and it’s one of those things that tells you: whatever you need to do, do it now, because you never 26 known when you’re gonna lose somebody.” Perhaps worst of all, Crahan and Taylor publicly lied 27 to fans that they had contacted Jordison’s family to check on them and express their condolences 28 and love for Jordison in the wake of his passing. This was utterly false, and deeply upsetting for 5 EISNER, LLP #2817671v5 Jordison’s family to read such a blatant lie on the internet. It is clear that Taylor and Crahan did not actually care about Jordison or his family; they only cared about drumming up publicity and sales of the new album. 22. Taylor and Crahan have continued to mistreat Jordison even after his death by refusing to honor the Release Agreement and converting Jordison’s iconic personal belongings to make a profit. In September 2022, Plaintiff discovered for the first time that Defendants remain in possession of numerous of Jordison’s most iconic belongings and were profiting from displaying these items at a travelling Slipknot museum called Knotfest. For the first time in September 2022, and on numerous occasions since, Plaintiff discovered numerous videos and photographs of 10 Knotfest in which Jordison’s belongings are clearly displayed. For example, Defendants have 11 repeatedly displayed Jordison’s drums, sticks, masks, clothing (including his signature Adidas 12 tennis shoes) and other materials at Knotfest and, on information and belief, profited from 13 charging fans a “VIP” rate in order to access the display of Jordison’s belongings. At Knotfest 14 Brazil 2022, Defendants included a sign touting Jordison’s iconic sneakers as part of the display: 15 “From Mick’s original mask to the shoes Joey wore while recording the band’s second album, 16 Iowa, it’s all here.” (Emphasis added). This is a clear breach of the Release Agreement, which 17 required all of Jordison’s musical instruments, equipment, masks, clothing, and other property to 18 be returned to Jordison promptly upon execution. 19 23. Plaintiff did not know and had no way of knowing that Defendants breached the 20 Release Agreement and failed to return Jordison’s property until Plaintiff discovered photos of a 21 Knotfest display in September 2022. Upon learning that Jordison’s items had not been returned 22 pursuant to the Release Agreement, Plaintiff contacted Defendants demanding that Jordison’s 23 possessions be returned to Plaintiff. Defendants did not provide a substantive response for over a 24 month despite repeated follow ups from Plaintiff. When they finally did respond, Defendants 25 erroneously claimed that Jordison had donated the items to Knotfest and confirmed they would not 26 be returning the items to Plaintiff. This is a flat out lie. Jordison never donated his items to 27 Knotfest or Defendants. To the contrary, Jordison expressly negotiated for the return of his items 28 in the Release Agreement. Defendants then proposed that they buy Jordison’s belongings so that 6 EISNER, LLP #2817671v5 they could continue to profit off their display at Knotfest. Plaintiff promptly declined and reiterated its demand that Defendants return Jordison’s belongings. No amount of money could possibly compensate Jordison’s family for the sentimental value of these items. 24. Plaintiff sent Defendants a detailed list of 26 items belonging to Jordison that Plaintiff was able to identify in photographs and videos of Knotfest on the internet. Defendants reversed course and agreed to honor the Release Agreement by returning all of Jordison’s belongings in their possession, but this too was a blatant lie. Defendants returned only four of the 26 items, brazenly misrepresenting to Plaintiff that they had no other items belonging to Jordison in their possession. Another lie. In an April 2023, YouTube video shot at Knotfest Japan 2023, 10 Crahan repeatedly brags to fans that he keeps and preservers everything related to Slipknot, so 11 Crahan cannot claim that he lost or gave away any of Jordison’s belongings. In the same video, 12 Crahan holds up Jordison’s jacket and tells a crowd of fans that it “smells like Joey wore it 13 yesterday.” Also displayed at Knotfest are multiple masks belonging to Jordison, Jordison’s pearl 14 drum set, and Jordison’s iconic adidas sneakers. None of these items have been returned to 15 Plaintiff. It is clear that Defendants’ plan is to never return Jordison’s items so that they can 16 continue profiting from them at Knotfests across the globe. On information and belief, as of the 17 date of this filing, Jordison’s items are now being shipped from Japan to Italy for yet another 18 Knotfest to line Defendants’ pockets. 19 25. Because Defendants have repeatedly lied about their possession of Jordison’s 20 belongings and continue to stonewall Plaintiff's efforts to recover these items, Plaintiff is left with 21 no other choice than to file this lawsuit. Defendants’ conversion of Jordison’s belongings and 22 efforts to profit therefrom are deeply distressing to Jordison’s family and must end here. 23 FIRST CAUSE OF ACTION 24 (Breach of Written Contract - Against all Defendants) 25 26. Plaintiff incorporates herein by reference the allegations contained in Paragraphs | 26 through 25, inclusive, as though set forth in full. 27 27. The Release Agreement constitutes a valid and binding agreement under California 28 law. EISNER, LLP #2817671v5 28. Jordison and Plaintiff have at all times performed, or otherwise were excused from performing, all duties and obligations required of them under the Release Agreement. 29. Defendants have breached the Release Agreement by failing to return to Plaintiff all property, including but not limited to musical gear or equipment, belonging to Jordison, in Defendants’ possession. 30. As a direct and proximate result of Defendants’ conduct, Plaintiff has suffered monetary damages in an amount to be proven at trial. SECOND CAUSE OF ACTION (Conversion - Against all Defendants) 10 31. Plaintiff incorporates herein by reference the allegations contained in Paragraphs | 11 through 30, inclusive, as though set forth in full. 12 32. Plaintiff has a right to immediate possession of and/or an ownership interest in 13 Jordison’s property, including but not limited to musical gear or equipment in Defendants’ 14 possession. 15 33. Defendants have intentionally and substantially interfered with Plaintiff's rights by 16 refusing to turnover Jordison’s property, including but not limited to musical gear or equipment, in 17 Defendant’s possession. 18 34. As a direct and proximate result of Defendants’ conduct, Plaintiff has suffered 19 monetary damages in an amount to be proven at trial. 20 35. Plaintiff is informed and believes, and on that basis alleges, that the misconduct by 21 Defendants, as alleged herein, was intended by Defendants to cause injury to Plaintiff, and/or was 22 despicable conduct by Defendants with a willful and conscious disregard of the rights and interests 23 of Plaintiff, and/or subjected Plaintiffto cruel and unjust hardship in conscious disregard of 24 Plaintiff's rights and interests such as to constitute malice, oppression, or fraud under California 25 Civil Code Section 3294, thereby entitling Plaintiffto punitive damages in an amount appropriate 26 to punish or make an example of Defendants. 27 28 EISNER, LLP #2817671v5 THIRD CAUSE OF ACTION (Unjust Enrichment - Against All Defendants) 36. Plaintiff incorporates herein by reference the allegations contained in Paragraphs 1 through 35, inclusive, as though set forth in full. 37. Plaintiff has a right to immediate possession of and/or an ownership interest in Jordison’s property, including but not limited to musical gear or equipment, belonging to Jordison in Defendants’ possession, including any profits derived therefrom. 38. On information and belief, Defendants have been unjustly enriched by possession of Jordison’s property and profits made from display thereof, all of which belong to Jordison and 10 Plaintiff. 11 39. As a direct and proximate result of Defendants’ conduct, Plaintiff has suffered 12 monetary damages in an amount to be proven at trial. 13 FOURTH CAUSE OF ACTION 14 (Accounting - Against All Defendants) 15 40. Plaintiff incorporates herein by reference the allegations contained in Paragraphs 1 16 through 39, inclusive, as though set forth in full. 17 41. A relationship exists between Plaintiff, on the one hand, and Defendants on the 18 other hand, that requires an accounting. Pursuant to the release agreement, Defendants agreed to 19 immediately return to Plaintiff all property, including but not limited to musical gear or 20 equipment, belonging to Jordison in Defendants’ possession. 21 42. Defendants have not turned over Jordison’s property, nor have Defendants 22 provided Plaintiff with any means to determine the total amount of Jordison’s property in 23 Defendants’ current possession. Accordingly, Plaintiff seeks an accounting from Defendants of all 24 property of Plaintiff in Defendants’ possession that has not yet been returned to Plaintiff. 25 PRAYER 26 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as 27 follows: 28 1 For actual and compensatory damages in an amount to be proven at trial; 9 EISNER, LLP #2817671v5 1 2 For exemplary and punitive damages in an amount to be determined at the time of 2 || trial; 3 3 For specific performance of the Release Agreement, including Defendants’ 4 || turnover of Jordison’s property to Plaintiff; 5 4 For an accounting; 6 5 For attorneys’ fees and costs as permitted by applicable law; 7 6. For pre-judgment and post-judgment interest at the maximum legal rate; and 7 8 For such other and further reliefas the Court may deem just and proper. 9 ||DATED: June 8, 2023 EISNER, LLP 10 11 12 ~ P JEREMIAH REYNOLDS Attorneys for Plaintiff 13 STEAMROLLER, LLC 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10 EISNER, LLP #2817671v5 DEMAND FOR JURY TRIAL Plaintiff hereby demands a trial by jury on all issues and causes of action triable by a jury. DATED: June 8, 2023 EISNER, LLP »o JEREMIAH REYNOLDS Attorneys for Plaintiff STEAMROLLER, LLC 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11 EISNER, LLP #2817671v5 EXHIBIT A DRAFT PARTNERSHIP AGREEMENT THIS PARTNERSHIP AGREEMENT is made as of the 1st day of April, 1999, by and among Shawn Crahan (*“Crahan” ) Paul Gray (“Gray”), Nathan Jordison (“Jordison”)and Corey Taylor (“Taylor”) . The parties hereto, intending to be legally bound hereby, agree as follows: I DEFINITIONS When used in this Agreement the following terms shall have the meanings set forth below: Lod, Agreement. "Agreement" shall mean this Partnership Agreement . are Allocable Net Losses. "Allocable Net Losses" shall mean the amount of net losses reportable by the Partnership for federal income tax purposes. 1.3 Allocabie Net Profits. "Allocate Net profits" shall mean the amount of net income or profits reportable by the Partnership for federal income tax purposes. 1.4 Capital Account. "Capital Account" shall mean a general ledger account to be kept for each Partner to which there shall be added (as of the end of each accounting period) all Capital Contributions of such Partner, and which shall be increased by the amount of Allocable Net Profits allocated to such Partner, and decreased by the mount of (a) Allocable Net Losses allocated to such Partner and (b) all distributions made to such Partner. Limo Capital Contribution. "Capital Contribution" shall mean any contribution by a Partner of cash, property or other valuable consideration to the capital of the Partnership. 1.6 "Interest" shall mean the economic interest of Interest. a Partner in the capital, Allocable Net Profits, Allocable Net Loses, Net Proceeds of Operation and distributions of the Partnership. In the event that a Partner is admitted to the Partnership pursuant to Section 6.01 hereof, or any dissolution of the Partnership occurs following which the business of the Partnership is continued pursuant to Section 8.01 hereof, the Interest of each Partner shall be the ratio of such Partner's Capital Account to the Capital Accounts of all Partners of the Partnership. A "Majority Interest" shall mean Interests of Partners constituting more than fifty percent (50%) of the Interests of all Partners. La T Net Proceeds of Operation. "Net Proceeds of Operation" shall mean all amounts received by the Partnership from providing ues7e4.1 071900 the Services, and all revenues of the Partnership from any other businesses such as merchandising of products, less such amounts necessary to satisfy known obligations, less accrued Partnership administration, legal, accounting, agent's and management fees, and less such amounts set aside as a reasonable reserve to provide funds for any operating expenses of the Partnership. 138 Partner; Partners. The parties hereto, and any Partners admitted pursuant to Section 6,01 shall hereof, sometimes be referred to individually as "Partner" end collectively as "Partners." 1,..9 "Partnership" shall mean the general partnership formed pursuant to this Agreement. 1.10 Partnership Property. "Partnership Property" shall mean all tangible and intangible assets, properties and rights (including goodwill and licenses) owned by the Partnership at any time, 1.1 Services. "Services" shall mean the entertainment and musical performing and recording services, including any and all services required of the Partnership or any of the Partners pursuant to the recording contract between the Partners on the one hand and The All Blacks U.S.A., Inc. on the other, dated June 26, 1998, or any successor or substitute agreement between the Partnership and any record company for the recording services of the Partnership (the "Recording Agreement"), and further including live engagements and television and tape performances of the Partners performed by the Partners pursuant to the terms of this Agreement, but specifically excluding songwriting and music publishing services. Lhe FORMATION Zak Formation. The Partners hereby form a general partnership, under and pursuant to the California Uniform Partnership Act (California Corporations Code Sections 15000, et seq.), as amended (the "Act"), effective as of the date hereof. 2.2 Name. Subject to the terms of Section 8 hereof, the name of the Partnership shall be THE SLIPKNOT PARTNERSHIP. The Partnership may conduct business, and perform the Services, under this name or any other name or names as the Partners may determine from time to time hereafter. The Partnership and the Partners hereby expressly agree and acknowledge that the name "Slipknot" (the "Name"), and any and all trademarks, tradenames, service marks, copyrights or logotypes including or based upon such name, are and shall remain the sole and exclusive property of the Partnership. 2.3 Term The term of the Partnership shall begin as of the 188784.1 071900 date of this Agreement, and shall continue until the Partnership is wound up, dissolved and terminated under the terms, conditions and agreements herein set forth, or until it is wound up, dissolved and terminated under the laws of the State of California. 2.4 Fictitious Business Name Statement. The Partners, or any one of them on the Partnership's behalf, shall sign and cause to be filed and published a fictitious business name statement and all amendments to said statement and renewals thereof, as and when required pursuant to the requirements of the California Business and Professions Code. TIT. PARTNERSHIP BUSTNESS 328 Place of Business. The Partnership's principal place of business shall be in care of Steve Richards, 9220 Sunset Blvd. Suite 1803, Los Angeles, California 90069 or at such other place or places as may be designated by the Partners. sae Purposes. The purposes of the Partnership shall be the performance of the Services, and to do all things related to, necessary or incidental to the foregoing, and to engage in such other businesses, including merchandising of products under the name of the Partnership, as the Partners from time to time shall agree. aad Powers. The Partnership is empowered to do any and all things necessary, appropriate or convenient for the furtherance and accomplishment of its purpose. Iv. FINANCIAL 4.1 Initial Contributions to Capital. The initial contribution to the capital of the Partnership of each of the Partners is as follows: (a) Crahan has contributed the sum of One Hundred Dollars ($100.00) concurrently with the execution hereof, which contribution shall represent a one-fourth (1/4) Interest in the Partnership; (b) Gray has contributed the sum of One Dollars Hundred ($100.00) concurrently with the execution hereof, which contribution shall represent a one-fourth (1/4) Interest in the Partnership; (c) Jordison has contributed the sum of One Hundred Dollars ($100.00) concurrently with the execution hereof, which contribution shall represent a one-fourth (1/4) Interest in the Partnership. 188784. 071300 (d) Taylor has contributed the sum of One Hundred Dollars ($100.00) concurrently with the execution hereof, which contribution shall represent a one-fourth (1/4) Interest in the Partnership. 4.2 Amendment to Partnershi Documentation The Partners shall in timely fashion amend this Agreement to reflect appropriate changes in the capitalization of the Partnership and the admission of any other person or corporation as an additional partner. 4.3 Additional Capital Contributions. Whenever Lt. is determined by the Partners, as provided in Section 5.1, that the capital of the Partnership is or is presently likely to become insufficient for the conduct of its business, the Partners may, by mutual agreement of all Partners, call for additional contributions to capital. Each Partner shall be liable to the Partnership for such Partner's share of the aggregate contributions duly called for under this Section 4.3, determined in proportion to each Partner's Interest in the Partnership. 4.4 Default on Contributions of Any Partner. If any Partner fails to pay any contribution to the Partnership's capital at the time and in the form and amount required by this Agreement, the Partnership shall not dissolve or terminate. The rights of the Partnership in the event of any such default shall be as follows: (a) The Partnership may, at the option of the non-defaulting obtain Partners, a loan or loans from the non-defaulting Partners, or from any third party lender, on the best terms then available, in the amount of the defaulted assessment. No creditor shall acquire any interest in the Partnership as a result of such loan other than as a creditor. Any loans or advances by any Partner shall bear interest at the rate agreed upon by the majority of non-defaulting Partners (which shall not be in excess of the rate of interest allowed under the usury laws). All interest and principal repayments shall be the obligation of the defaulting Partner and, if not paid immediately when due, such amounts may be paid by the Partnership and thereafter deducted or offset from any monies due the defaulting partner in the future on account of Partnership distributions of any kind, or deducted from such Partner's Capital Account (in which case his Interest in the Partnership will be reduced); and (b) The Partnership shall also have the right to pursue legal remedies to collect the amount due, together with interest thereon from the day such contribution was due at the highest lawful rate, plus collection expenses and attorneys' fees for counsel for the Partnership. 4.5 Withdrawal of Capital. No Partner may withdraw all or any portion of the Partnership capital at any time without the express written consent of all of the Partners. 188784.1 071900 4.6 Interest on Capital. No Partner shall be entitled to interest on contributions to the capital of the Partnership. 4.7 Loans to Partnership. Except as set forth in Section 4.04(a), no Partner may lend or advance money to the Partnership without the approval of all of the Partners. Any loan by a Partner to the Partnership made in accordance with this provision shall be separately entered in the Partnership books as a loan to the Partnership, shall bear interest at a rate agreed upon by the Partners and shall be evidenced by a promissory note delivered to the lending Partner and executed in the name of the Partnership. Any such liability shall not be deemed an additional contribution to capital by the lending Partner, and shall not entitle him or it to any increased share of the Partnership profits. 4.8 Books of Account. The Partners shall cause to he maintained complete and accurate books, records, reports and accounts of all Partnership transactions. Each Partner shall cause t