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EXHIBIT 8
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NYSCEF DOC. NO. 34
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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CHAPMAN ROBERTS, :
:
:
Plaintiff, Index No.:
:
:
:
-against-
:
: COMPLAINT
RODGERS & HAMMERSTEIN HOLDINGS LLC, :
THE RODGERS & HAMMERSTEIN :
ORGANIZATION, CONCORD THEATRICALS :
CORP., MIKE STOLLER, THE ESTATE OF JEROME : DEMAND FOR JURY TRIAL
LEIBER a/k/a THE JEROME I. LEIBER 1997 :
FAMILY TRUST, LEIBER STOLLER :
PRODUCTIONS, INC., and BROADWAY ASIA :
COMPANY, L.L.C., :
:
:
Defendants. :
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Plaintiff Chapman Roberts (“Roberts”), by and through his undersigned attorneys, brings
this action against Rodgers & Hammerstein Holdings LLC, The Rodgers & Hammerstein
Organization, Concord Theatricals Corp., Broadway Asia Company, L.L.C. (collectively, “R&H”
or the “R&H Defendants”), Mike Stoller, the Estate of Jerome Leiber (a/k/a The Jerome I. Leiber
1997 Family Trust), and Leiber Stoller Productions, Inc. (collectively, “L&S” or the “L&S
Defendants”), (all defendants collectively, “Defendants”), and alleges as follows:
NATURE OF THE ACTION
1. This is an action for unjust enrichment, money had and received, unfair competition
and conversion, to recover moneys wrongfully collected and retained by the Defendants as a result
of their unauthorized exploitation of vocal arrangements created by Roberts.
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2. Plaintiff Roberts is a four-time Grammy Award winner and multi-talented musician
and performer who has worked in show business for over 50 years. Roberts’ vocal arrangements
have been pivotal in Broadway and West End shows that collectively have garnered 50 Tony and
Olivier Award nominations and have been used in many original Broadway and West End
productions, including Smokey Joe’s Café, Five Guys Named Moe, Blues in the Night, Eubie,
Bubbling Brown Sugar, and Your Arms Too Short To Box With God.
3. Among other things, Roberts had a pivotal role in the invention of the so-called
“Broadway Jukebox Musical” form, and he is the owner of the copyright in the original vocal
arrangements to the original Broadway production of Smokey Joe’s Café (hereafter, “SJC” or the
“Musical”), which is the subject matter of this lawsuit.
4. SJC is known as the longest-running musical revue in Broadway history. The
Musical was nominated for seven Tony Awards in 1995, including for Best Musical, and won a
Grammy for Best Musical Show Album in 1996.
5. The R&H Defendants are the owner and operator of the Rodgers & Hammerstein
Theatre Library and are in the business of licensing a catalog of theatrical works to third parties,
including SJC.
6. The L&S Defendants are well-known songwriters (and their production company)
who wrote the original songs featured in SJC.
7. Broadway Asia is a licensor of theatrical works, located in New York, that licenses
musicals to third parties outside of the United States. On information and belief, Broadway Asia
acted as a sub-licensor or sub-agent of the R&H Defendants in connection with the licensing of
SJC.
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8. The Defendants’ collective actions have deprived Roberts of adequate
compensation for royalties owed to him and credit for his contributions to the Musical. Roberts
brings this action to recover his damages, and for a declaration of his rights in the future to put an
end to Defendants’ unlawful acts.
PARTIES
9. At all relevant times Plaintiff Roberts has resided in and maintained a principal
place of business and residence in New York, New York.
10. Defendant Rodgers & Hammerstein Holdings LLC is a Delaware limited liability
company, registered to do business in the State of New York, and engaged in the business of
theatrical licensing in the Greater New York City area, with its principal place of business in New
York, New York.
11. On information and belief, Defendant The Rodgers & Hammerstein Organization
is a Delaware corporation or limited liability company, registered to do business in the State of
New York, and engaged in the business of theatrical licensing in the Greater New York City area,
with its principal place of business in New York, New York.
12. Defendant Concord Theatricals Corp. is a Delaware corporation, registered to do
business in the State of New York, and engaged in the business of theatrical licensing in the Greater
New York City area, with its principal place of business in New York, New York.
13. Defendant Mike Stoller is a natural person domiciled in California who regularly
conducts business in New York, including business related to the work at issue.
14. Jerome Leiber was a natural person domiciled in California who regularly
conducted business in New York, New York, including business related to the work at issue. On
information and belief, the Estate of Jerome Leiber (a/ka/ The Jerome I. Leiber 1997 Family Trust)
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was opened and domiciled in California and is the legal entity to be held liable for actions
committed by Jerome Leiber. On information and belief, The Jerome I. Leiber 1997 Family Trust
possesses rights in, and financially benefits from the exploitation of, the musical works of Jerome
Leiber.
15. Defendant Leiber Stoller Productions, Inc. is a California corporation, in the
business of, among other things, licensing theatrical works and doing business in New York, New
York.
16. Defendant Broadway Asia Company, L.L.C. is a New York limited liability
company, engaged in the business of theatrical licensing in the Greater New York City area, with
its principal place of business in New York, New York.
JURISDICTION AND VENUE
17. This Court has personal jurisdiction over the R&H Defendants because, inter alia,
they are all registered to do business in the State of New York and have their principal places of
business in New York, New York.
18. This Court has personal jurisdiction over all Defendants pursuant to NY CPLR
§ 302 because, on information and belief, each of them: (a) transacts a significant amount of
business within the State of New York and/or contracts anywhere to supply goods or services in
the State of New York; and/or (b) committed a tortious act within the State of New York; and/or
(c) committed a tortious act causing injury to Plaintiff Roberts within the State of New York, and
further, (i) regularly does or solicits business, or engages in any other persistent course of conduct,
or derives substantial revenue from goods used or consumed or services rendered, in the State of
New York, and/or (ii) expects or should reasonably expect the act to have consequences in the
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State of New York and derives substantial revenue from interstate or international commerce;
and/or (d) owns, uses, or possesses real property situated within the State of New York.
19. Venue is proper pursuant to NY CPLR § 503(a) because, inter alia, one or more
parties currently resides in New York County, and because it is the county in which a substantial
part of the events or omissions giving rise to the claim occurred.
BACKGROUND FACTS
20. In 1994, Roberts created the original vocal arrangements for the Musical (the
“Vocal Arrangements”) based on original songs written by Jerome Leiber and Mike Stoller.
21. Roberts created the Vocal Arrangements pursuant to a Vocal Arranger Agreement,
dated May 1, 1994, between Roberts and non-party L&S Broadway Company (the “Producer”),
as amended in 1996 (together, the “Vocal Arranger Agreement”). The Vocal Arranger Agreement
provides that Roberts retains sole ownership in his Vocal Arrangements except for rights he
granted solely to the Producer.
22. The Producer never assigned the Vocal Arranger Agreement to anyone else and
never transferred its obligations to Roberts under the Vocal Arranger Agreement.
23. The Producer entity is now no longer in corporate existence.
24. The L&S Defendants and R&H Defendants had knowledge of Roberts’ ownership
of the vocal arrangements since at least 1999.
25. Effective in 1999, the L&S Defendants granted the R&H Defendants the rights to
license stock, amateur, and second-class productions of the Musical to third parties (the “R&H
Agreement”). Roberts was not aware of this grant until 2020.
26. In that grant, the L&S Defendants represented and warranted that they owned the
rights to Roberts’ vocal arrangements, which was a false representation and warranty.
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27. The R&H Defendants knew that this representation and warranty was false.
28. Despite the fact that the Defendants knew that Roberts retained ownership of the
Vocal Arrangements, they never sought his permission to license his Vocal Arrangements for
theatrical use to others.
29. Despite the fact that the Defendants knew that Roberts retained ownership of the
Vocal Arrangements, since 1999 the Defendants have licensed the Musical to others for theatrical
presentations around the world, requiring the licensees to use Roberts’ vocal arrangements in such
productions without Roberts’ permission, and the Defendants received revenues from such
licenses, but without any payment to Roberts, and without any credit to Roberts.1
30. The Defendants have acknowledged that Roberts was not compensated or credited
for certain productions during the six (6) years prior to October 1, 2020 (including all periods
during which the statute of limitations was tolled pursuant to Governor Cuomo’s various Executive
Orders during the Covid-19 pandemic, and the parties’ previous tolling agreement) through to the
present. Roberts has demanded payment but the Defendants have not made payment.
1
To the extent discovery reveals that any other parties received revenue as a result of the
exploitation of the Musical, including Roberts’ vocal arrangements, Plaintiff expressly reserves
the right to amend this Complaint and add such parties as defendants in this matter. Specifically,
and by way of example, Sony/ATV Music Publishing LLC (“Sony/ATV”) was not sued in this
matter based on its outside counsel’s representation that it did not receive any revenue as a result
of the theatrical exploitation of the Musical. Similarly, counsel for Broadway Asia stipulated that
Broadway Asia Group, Limited Liability Company and Broadway Asia International, LLC did not
have any involvement in the exploitation of the Musical. Should discovery reveal that any of the
foregoing representations were false, Plaintiff intends to add Sony/ATV and/or the other Broadway
Asia parties as defendant(s) in this case, and it is Plaintiff’s position that such amendment would
relate back to the filing of this Complaint based on Sony/ATV’s and the Broadway Asia parties’
notice of the claims and any such false representations.
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31. Roberts has not yet been able to quantify precisely how much compensation is owed
to him from the above-referenced exploitations because the information needed to do so is
exclusively in the possession of the Defendants or other third parties.
32. Defendants have retained tangible and intangible benefits as a result of the licensing
of SJC.
33. Such benefits were received by Defendants at the expense of Roberts, who has not
been compensated or credited for the use of his vocal arrangements by Defendants or their
licensees.
COUNT ONE
Unjust Enrichment Against All Defendants
34. Plaintiff incorporates by reference and realleges the allegations contained in
Paragraphs 1 through 33, inclusive, as though fully set forth herein.
35. Separate and apart from the monies owed to Roberts, Roberts, as the copyright
owner of the Vocal Arrangements, was entitled to control and be compensated for the use of his
Vocal Arrangements.
36. By exploiting SJC and failing to compensate Roberts for the use of his Vocal
Arrangements, Defendants were each unlawfully enriched at the expense of Roberts, and it is
against equity and good conscience to permit these Defendants to retain these benefits.
37. In particular, Defendants each received tangible and intangible benefits, including,
but not limited to, monies, license fees, and royalties as a result of the improper and unauthorized
licensing of Roberts’ Vocal Arrangements.
38. Defendants had no right to benefit from the Vocal Arrangements, and any benefits
derived by the Defendants from the Vocal Arrangements were improperly acquired.
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39. Defendants’ receipt and retention of tangible and intangible benefits relating to the
licensing of SJC without compensation to Plaintiff is a benefit and enrichment that Defendants
received at Plaintiff’s expense.
40. Under principles of equity and good conscience, Defendants must disgorge any
monies they received for their enrichment, which was improper and at Plaintiff’s expense, and
give Plaintiff restitution for their receipt of those benefits, in the amount of the reasonable value
of Plaintiff’s contribution to the license, sale, and distribution of SJC, and the Vocal Arranger
Agreement should be terminated and rescinded.
COUNT TWO
Money Had and Received Against All Defendants
41. Plaintiff incorporates by reference and realleges the allegations contained in
Paragraphs 1 through 40, inclusive, as though fully set forth herein.
42. Defendants received money belonging to Plaintiff by exploiting SJC and failing to
pay Plaintiff.
43. Defendants are unlawfully retaining money belonging to Roberts.
44. Defendants each benefitted from the receipt of money belonging to Plaintiff by
retaining the money and investing it back into their respective businesses.
45. Defendants have no right to retain Plaintiff’s money.
46. Under principles of equity and good conscience, Defendants should not be
permitted to retain money earned that rightfully belongs to Plaintiff. The principles of equity,
good conscience, and natural justice require that Defendants disgorge any money they had and
received that belongs to Plaintiff. By reason of the foregoing, Plaintiff has sustained monetary
damages in an amount to be determined at trial.
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COUNT THREE
Unfair Competition Against All Defendants
47. Plaintiff incorporates by reference and realleges the allegations contained in
Paragraphs 1 through 46 inclusive, as though fully set forth herein.
48. Defendants had no right to benefit from or exploit the Vocal Arrangements.
49. Defendants did not and still do not have ownership of the copyrighted Vocal
Arrangements.
50. By exploiting the Vocal Arrangements and licensing SJC without first obtaining
authorization from the copyright owner, Defendants licensed, exploited, and benefitted from
misappropriated intellectual property.
51. Defendants willfully acted in bad faith to conduct wrongful business and gain an
unfair advantage. Improperly granted theaters and production companies licenses to a work that
Defendants did not have the authority to grant.
52. By granting these licenses, Defendants misled and deceived theaters and production
companies by fraudulently misrepresenting themselves as authorized licensors, leading the
theaters and production companies to erroneously believe they are purchasing authorized licenses
of Plaintiff’s copyright.
53. By continuing to license SJC and the Vocal Arrangements without proper
compensation or credit to Plaintiff, Defendants continue to gain a competitive advantage through
this unfair competition.
54. By reason of these and other facts, stated above, Defendants have been engaged in
unfair competition at the expense of Plaintiff, and Plaintiff has suffered losses. Plaintiff is entitled
to reasonable damages in the amount of the misappropriated licenses and unauthorized production
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profits, to be determined at trial, plus its attorneys’ fees, and costs. Plaintiff is further entitled to a
permanent injunction restraining Defendants from engaging in such acts in the future.
COUNT FOUR
Conversion Against All Defendants
55. Plaintiff incorporates by reference and realleges the allegations contained in
Paragraphs 1 through 54 60, inclusive, as though fully set forth herein.
56. Plaintiff is the sole owner of the copyrights in the Vocal Arrangements and, as
Plaintiff’s property, he alone rightfully controls possession and use.
57. By creating and distributing a transcribed incarnation of Plaintiff’s Vocal
Arrangements without permission, Defendants improperly assumed control of Plaintiff’s property.
58. Defendants provided the transcribed Vocal Arrangements to all theaters that
improperly licensed SJC.
59. Further, Defendants instructed these theaters that they must follow and use the
songs as provided in the transcription.
60. By providing the transcription and mandating its use, Defendants infringed
Plaintiff’s copyrights, converted Plaintiff’s property and were enriched at Plaintiff’s expense.
61. Under principles of equity and good conscience, Defendants must disgorge any
monies they received for their enrichment, which was improper and at Plaintiff’s expense, and
give Plaintiff restitution for their receipt of those benefits as well as a reasonable value of the Vocal
Arrangements, in an amount to be determined at trial.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for judgment in its favor and against Defendants as follows:
(a) For an award of monetary damages in an amount to be proven at trial;
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(b) A permanent injunction restraining the Defendants and any of their licensees from
using or exploiting the Vocal Arrangements in connection with any performance of SJC,
(c) A declaration that each Defendant has no rights to use or exploit the Vocal
Arrangements in connection with any future stage performance of SJC;
(d) For costs of this lawsuit;
(e) For reasonable attorneys’ fees to the extent allowable;
(f) For such other interest as may be allowed by law; and
(g) For such other relief as the Court deems just and proper.
PLAINTIFF DEMANDS A JURY TRIAL AS TO ALL CLAIMS SO TRIABLE
Dated: August 7, 2023 Respectfully submitted,
LEICHTMAN LAW PLLC
By:
David Leichtman
Shane Wax
185 Madison Ave, 15th Floor
New York, New York 10016
Tel: (212) 419-5210
dleichtman@leichtmanlaw.com
swax@leichtmanlaw.com
Attorneys for Plaintiff Chapman Roberts
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LEIBER 1997 : FAMILY TRUST, LEIBER STOLLER : PRODUCTIONS, INC., and BROADWAY ASIA : COMPANY, L.L.C., : : : Defendants. : -----------------------------------------------------------------------x Plaintiff Chapman Roberts (“Roberts”), by and through his undersigned attorneys, brings this action against Rodgers & Hammerstein Holdings LLC, The Rodgers & Hammerstein Organization, Concord Theatricals Corp., Broadway Asia Company, L.L.C. (collectively, “R&H” or the “R&H Defendants”), Mike Stoller, the Estate of Jerome Leiber (a/k/a The Jerome I. Leiber 1997 Family Trust), and Leiber Stoller Productions, Inc. (collectively, “L&S” or the “L&S Defendants”), (all defendants collectively, “Defendants”), and alleges as follows: NATURE OF THE ACTION 1. This is an action for unjust enrichment, money had and received, unfair competition and conversion, to recover moneys wrongfully collected and retained by the Defendants as a result of their unauthorized exploitation of vocal arrangements created by Roberts. 1 1 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 2. Plaintiff Roberts is a four-time Grammy Award winner and multi-talented musician and performer who has worked in show business for over 50 years. Roberts’ vocal arrangements have been pivotal in Broadway and West End shows that collectively have garnered 50 Tony and Olivier Award nominations and have been used in many original Broadway and West End productions, including Smokey Joe’s Café, Five Guys Named Moe, Blues in the Night, Eubie, Bubbling Brown Sugar, and Your Arms Too Short To Box With God. 3. Among other things, Roberts had a pivotal role in the invention of the so-called “Broadway Jukebox Musical” form, and he is the owner of the copyright in the original vocal arrangements to the original Broadway production of Smokey Joe’s Café (hereafter, “SJC” or the “Musical”), which is the subject matter of this lawsuit. 4. SJC is known as the longest-running musical revue in Broadway history. The Musical was nominated for seven Tony Awards in 1995, including for Best Musical, and won a Grammy for Best Musical Show Album in 1996. 5. The R&H Defendants are the owner and operator of the Rodgers & Hammerstein Theatre Library and are in the business of licensing a catalog of theatrical works to third parties, including SJC. 6. The L&S Defendants are well-known songwriters (and their production company) who wrote the original songs featured in SJC. 7. Broadway Asia is a licensor of theatrical works, located in New York, that licenses musicals to third parties outside of the United States. On information and belief, Broadway Asia acted as a sub-licensor or sub-agent of the R&H Defendants in connection with the licensing of SJC. 2 2 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 8. The Defendants’ collective actions have deprived Roberts of adequate compensation for royalties owed to him and credit for his contributions to the Musical. Roberts brings this action to recover his damages, and for a declaration of his rights in the future to put an end to Defendants’ unlawful acts. PARTIES 9. At all relevant times Plaintiff Roberts has resided in and maintained a principal place of business and residence in New York, New York. 10. Defendant Rodgers & Hammerstein Holdings LLC is a Delaware limited liability company, registered to do business in the State of New York, and engaged in the business of theatrical licensing in the Greater New York City area, with its principal place of business in New York, New York. 11. On information and belief, Defendant The Rodgers & Hammerstein Organization is a Delaware corporation or limited liability company, registered to do business in the State of New York, and engaged in the business of theatrical licensing in the Greater New York City area, with its principal place of business in New York, New York. 12. Defendant Concord Theatricals Corp. is a Delaware corporation, registered to do business in the State of New York, and engaged in the business of theatrical licensing in the Greater New York City area, with its principal place of business in New York, New York. 13. Defendant Mike Stoller is a natural person domiciled in California who regularly conducts business in New York, including business related to the work at issue. 14. Jerome Leiber was a natural person domiciled in California who regularly conducted business in New York, New York, including business related to the work at issue. On information and belief, the Estate of Jerome Leiber (a/ka/ The Jerome I. Leiber 1997 Family Trust) 3 3 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 was opened and domiciled in California and is the legal entity to be held liable for actions committed by Jerome Leiber. On information and belief, The Jerome I. Leiber 1997 Family Trust possesses rights in, and financially benefits from the exploitation of, the musical works of Jerome Leiber. 15. Defendant Leiber Stoller Productions, Inc. is a California corporation, in the business of, among other things, licensing theatrical works and doing business in New York, New York. 16. Defendant Broadway Asia Company, L.L.C. is a New York limited liability company, engaged in the business of theatrical licensing in the Greater New York City area, with its principal place of business in New York, New York. JURISDICTION AND VENUE 17. This Court has personal jurisdiction over the R&H Defendants because, inter alia, they are all registered to do business in the State of New York and have their principal places of business in New York, New York. 18. This Court has personal jurisdiction over all Defendants pursuant to NY CPLR § 302 because, on information and belief, each of them: (a) transacts a significant amount of business within the State of New York and/or contracts anywhere to supply goods or services in the State of New York; and/or (b) committed a tortious act within the State of New York; and/or (c) committed a tortious act causing injury to Plaintiff Roberts within the State of New York, and further, (i) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the State of New York, and/or (ii) expects or should reasonably expect the act to have consequences in the 4 4 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 State of New York and derives substantial revenue from interstate or international commerce; and/or (d) owns, uses, or possesses real property situated within the State of New York. 19. Venue is proper pursuant to NY CPLR § 503(a) because, inter alia, one or more parties currently resides in New York County, and because it is the county in which a substantial part of the events or omissions giving rise to the claim occurred. BACKGROUND FACTS 20. In 1994, Roberts created the original vocal arrangements for the Musical (the “Vocal Arrangements”) based on original songs written by Jerome Leiber and Mike Stoller. 21. Roberts created the Vocal Arrangements pursuant to a Vocal Arranger Agreement, dated May 1, 1994, between Roberts and non-party L&S Broadway Company (the “Producer”), as amended in 1996 (together, the “Vocal Arranger Agreement”). The Vocal Arranger Agreement provides that Roberts retains sole ownership in his Vocal Arrangements except for rights he granted solely to the Producer. 22. The Producer never assigned the Vocal Arranger Agreement to anyone else and never transferred its obligations to Roberts under the Vocal Arranger Agreement. 23. The Producer entity is now no longer in corporate existence. 24. The L&S Defendants and R&H Defendants had knowledge of Roberts’ ownership of the vocal arrangements since at least 1999. 25. Effective in 1999, the L&S Defendants granted the R&H Defendants the rights to license stock, amateur, and second-class productions of the Musical to third parties (the “R&H Agreement”). Roberts was not aware of this grant until 2020. 26. In that grant, the L&S Defendants represented and warranted that they owned the rights to Roberts’ vocal arrangements, which was a false representation and warranty. 5 5 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 27. The R&H Defendants knew that this representation and warranty was false. 28. Despite the fact that the Defendants knew that Roberts retained ownership of the Vocal Arrangements, they never sought his permission to license his Vocal Arrangements for theatrical use to others. 29. Despite the fact that the Defendants knew that Roberts retained ownership of the Vocal Arrangements, since 1999 the Defendants have licensed the Musical to others for theatrical presentations around the world, requiring the licensees to use Roberts’ vocal arrangements in such productions without Roberts’ permission, and the Defendants received revenues from such licenses, but without any payment to Roberts, and without any credit to Roberts.1 30. The Defendants have acknowledged that Roberts was not compensated or credited for certain productions during the six (6) years prior to October 1, 2020 (including all periods during which the statute of limitations was tolled pursuant to Governor Cuomo’s various Executive Orders during the Covid-19 pandemic, and the parties’ previous tolling agreement) through to the present. Roberts has demanded payment but the Defendants have not made payment. 1 To the extent discovery reveals that any other parties received revenue as a result of the exploitation of the Musical, including Roberts’ vocal arrangements, Plaintiff expressly reserves the right to amend this Complaint and add such parties as defendants in this matter. Specifically, and by way of example, Sony/ATV Music Publishing LLC (“Sony/ATV”) was not sued in this matter based on its outside counsel’s representation that it did not receive any revenue as a result of the theatrical exploitation of the Musical. Similarly, counsel for Broadway Asia stipulated that Broadway Asia Group, Limited Liability Company and Broadway Asia International, LLC did not have any involvement in the exploitation of the Musical. Should discovery reveal that any of the foregoing representations were false, Plaintiff intends to add Sony/ATV and/or the other Broadway Asia parties as defendant(s) in this case, and it is Plaintiff’s position that such amendment would relate back to the filing of this Complaint based on Sony/ATV’s and the Broadway Asia parties’ notice of the claims and any such false representations. 6 6 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 31. Roberts has not yet been able to quantify precisely how much compensation is owed to him from the above-referenced exploitations because the information needed to do so is exclusively in the possession of the Defendants or other third parties. 32. Defendants have retained tangible and intangible benefits as a result of the licensing of SJC. 33. Such benefits were received by Defendants at the expense of Roberts, who has not been compensated or credited for the use of his vocal arrangements by Defendants or their licensees. COUNT ONE Unjust Enrichment Against All Defendants 34. Plaintiff incorporates by reference and realleges the allegations contained in Paragraphs 1 through 33, inclusive, as though fully set forth herein. 35. Separate and apart from the monies owed to Roberts, Roberts, as the copyright owner of the Vocal Arrangements, was entitled to control and be compensated for the use of his Vocal Arrangements. 36. By exploiting SJC and failing to compensate Roberts for the use of his Vocal Arrangements, Defendants were each unlawfully enriched at the expense of Roberts, and it is against equity and good conscience to permit these Defendants to retain these benefits. 37. In particular, Defendants each received tangible and intangible benefits, including, but not limited to, monies, license fees, and royalties as a result of the improper and unauthorized licensing of Roberts’ Vocal Arrangements. 38. Defendants had no right to benefit from the Vocal Arrangements, and any benefits derived by the Defendants from the Vocal Arrangements were improperly acquired. 7 7 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 39. Defendants’ receipt and retention of tangible and intangible benefits relating to the licensing of SJC without compensation to Plaintiff is a benefit and enrichment that Defendants received at Plaintiff’s expense. 40. Under principles of equity and good conscience, Defendants must disgorge any monies they received for their enrichment, which was improper and at Plaintiff’s expense, and give Plaintiff restitution for their receipt of those benefits, in the amount of the reasonable value of Plaintiff’s contribution to the license, sale, and distribution of SJC, and the Vocal Arranger Agreement should be terminated and rescinded. COUNT TWO Money Had and Received Against All Defendants 41. Plaintiff incorporates by reference and realleges the allegations contained in Paragraphs 1 through 40, inclusive, as though fully set forth herein. 42. Defendants received money belonging to Plaintiff by exploiting SJC and failing to pay Plaintiff. 43. Defendants are unlawfully retaining money belonging to Roberts. 44. Defendants each benefitted from the receipt of money belonging to Plaintiff by retaining the money and investing it back into their respective businesses. 45. Defendants have no right to retain Plaintiff’s money. 46. Under principles of equity and good conscience, Defendants should not be permitted to retain money earned that rightfully belongs to Plaintiff. The principles of equity, good conscience, and natural justice require that Defendants disgorge any money they had and received that belongs to Plaintiff. By reason of the foregoing, Plaintiff has sustained monetary damages in an amount to be determined at trial. 8 8 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 COUNT THREE Unfair Competition Against All Defendants 47. Plaintiff incorporates by reference and realleges the allegations contained in Paragraphs 1 through 46 inclusive, as though fully set forth herein. 48. Defendants had no right to benefit from or exploit the Vocal Arrangements. 49. Defendants did not and still do not have ownership of the copyrighted Vocal Arrangements. 50. By exploiting the Vocal Arrangements and licensing SJC without first obtaining authorization from the copyright owner, Defendants licensed, exploited, and benefitted from misappropriated intellectual property. 51. Defendants willfully acted in bad faith to conduct wrongful business and gain an unfair advantage. Improperly granted theaters and production companies licenses to a work that Defendants did not have the authority to grant. 52. By granting these licenses, Defendants misled and deceived theaters and production companies by fraudulently misrepresenting themselves as authorized licensors, leading the theaters and production companies to erroneously believe they are purchasing authorized licenses of Plaintiff’s copyright. 53. By continuing to license SJC and the Vocal Arrangements without proper compensation or credit to Plaintiff, Defendants continue to gain a competitive advantage through this unfair competition. 54. By reason of these and other facts, stated above, Defendants have been engaged in unfair competition at the expense of Plaintiff, and Plaintiff has suffered losses. Plaintiff is entitled to reasonable damages in the amount of the misappropriated licenses and unauthorized production 9 9 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 profits, to be determined at trial, plus its attorneys’ fees, and costs. Plaintiff is further entitled to a permanent injunction restraining Defendants from engaging in such acts in the future. COUNT FOUR Conversion Against All Defendants 55. Plaintiff incorporates by reference and realleges the allegations contained in Paragraphs 1 through 54 60, inclusive, as though fully set forth herein. 56. Plaintiff is the sole owner of the copyrights in the Vocal Arrangements and, as Plaintiff’s property, he alone rightfully controls possession and use. 57. By creating and distributing a transcribed incarnation of Plaintiff’s Vocal Arrangements without permission, Defendants improperly assumed control of Plaintiff’s property. 58. Defendants provided the transcribed Vocal Arrangements to all theaters that improperly licensed SJC. 59. Further, Defendants instructed these theaters that they must follow and use the songs as provided in the transcription. 60. By providing the transcription and mandating its use, Defendants infringed Plaintiff’s copyrights, converted Plaintiff’s property and were enriched at Plaintiff’s expense. 61. Under principles of equity and good conscience, Defendants must disgorge any monies they received for their enrichment, which was improper and at Plaintiff’s expense, and give Plaintiff restitution for their receipt of those benefits as well as a reasonable value of the Vocal Arrangements, in an amount to be determined at trial. PRAYER FOR RELIEF WHEREFORE, Plaintiff prays for judgment in its favor and against Defendants as follows: (a) For an award of monetary damages in an amount to be proven at trial; 10 10 of 11 FILED: NEW YORK COUNTY CLERK 12/08/2023 08/07/2023 04:26 01:58 PM INDEX NO. 653801/2023 NYSCEF DOC. NO. 34 2 RECEIVED NYSCEF: 12/08/2023 08/07/2023 (b) A permanent injunction restraining the Defendants and any of their licensees from using or exploiting the Vocal Arrangements in connection with any performance of SJC, (c) A declaration that each Defendant has no rights to use or exploit the Vocal Arrangements in connection with any future stage performance of SJC; (d) For costs of this lawsuit; (e) For reasonable attorneys’ fees to the extent allowable; (f) For such other interest as may be allowed by law; and (g) For such other relief as the Court deems just and proper. PLAINTIFF DEMANDS A JURY TRIAL AS TO ALL CLAIMS SO TRIABLE Dated: August 7, 2023 Respectfully submitted, LEICHTMAN LAW PLLC By: David Leichtman Shane Wax 185 Madison Ave, 15th Floor New York, New York 10016 Tel: (212) 419-5210 dleichtman@leichtmanlaw.com swax@leichtmanlaw.com Attorneys for Plaintiff Chapman Roberts 11 11 of 11