Preview
Robert D. Goldberg, Esq., SBN 137356
1 rgoldberg@cgllplaw.com
2 CIRLIN GOLDBERG LLP
9595 Wilshire Boulevard, Suite 900
3 Beverly Hills, California 90212
T: (310) 691-8686 F: (310) 691-8450
4
Attorneys for Plaintiffs
5
6
SUPERIOR COURT OF THE STATE OF CALIFORNIA
7
COUNTY OF LOS ANGELES, CENTRAL DISTRICT
8
9
LARRY NAMER, an individual; LJN CASE NO.:
10 MEDIA GROUP, LLC, a California
Corporation; METAN DEVELOPMENT
11 GROUP, LLC, a California limited COMPLAINT FOR:
liability company; METAN GLOBAL
12 ENTERTAINMENT GROUP, LLC, a (1) BREACH OF CONTRACT – MOU
California limited liability company, and (2) BREACH OF CONTRACT – CHINA
13 MOU
DOES 1 to 50, inclusive.
14 (3) BREACH OF FIDUCIARY DUTY
Plaintiffs, (4) DECLARATORY RELIEF
15 (5) EQUITABLE INDEMNITY
v. (6) EQUITABLE CONTRIBUTION
16 (7) BREACH OF THE COVENANT OF
LIRON ARTZI, an individual; AMIKAN GOOD FAITH AND FAIR DEALINGS
17 aka AMI ARTZI, an individual; (8) NEGLIGENT MISREPRESENTATION
18 MICHAEL BENAROYA, an individual;
COSMOPOLITAN DISTRIBUTION,
19 LLC, a California limited liability
company aka FASHION AVENUE TV
20 LLC; BENAROYA PICTURES, an
entity unknown, and ROES 1 through 10,
21 inclusive.
22
Defendants.
23
24
25
26
27
COMPLAINT
1 Plaintiffs LARRY NAMER, an individual LJN MEDIA GROUP, LLC, a California
2 limited liability company; METAN DEVELOPMENT GROUP, LLC, a California limited
3 liability company; METAN GLOBAL ENTERTAINMENT GROUP, LLC a California limited
4 liability company hereby bring this Complaint for legal and equitable relief, and damages
5 against Defendants LIRON ARTZI, an individual, AMIKAN aka AMI ARTZI, an individual;
6 MICHAEL BENAROYA, an individual; COSMOPOLITAN DISTRIBUTION, LLC, a
7 California limited liability company, formally known as FASHION AVENUE TV LLC;
8 BENAROYA PICTURES, an entity unknown; and DOES 1 to 50, inclusive (collectively
9 “Defendants”) as follows:
10 THE PARTIES
11 1. Plaintiff LARRY NAMER (“Larry”) is, and at all relevant times alleged herein
12 was, an individual residing in the State of California, County of Los Angeles. Namer is the sole
13 manager and chief executive officer of LJN MEDIA GROUP, LLC, and the chief executive
14 officer of METAN DEVELOPMENT GROUP, LLC.
15 2. Plaintiff LJN MEDIA GROUP LLC (“LJN Media”) is and was at all relevant
16 times al l eg ed herein, a limited liability company, organized and existing under the laws of the
17 State of California, with its principal place of business in the County of Los Angeles, State of
18 California.
19 3. Plaintiff METAN DEVELOPMENT GROUP, LLC (“Metan Development”) is
20 and was at all relevant times al l eged herein, a limited liability company, organized and
21 existing under the laws of the State of California, with its principal place of business in the
22 County of Los Angeles, State of California. Metan Development, at all relevant times, was the
23 agent in fact acting within the course and scope of its agency for LJN Media.
24 4. Plaintiff METAN GLOBAL ENTERTAINMENT GROUP, LLC (“Metan
25 Global”) is and was at all relevant times al l eged herein, a limited liability company,
26 organized and existing under the laws of the State of California, with its principal place of
27 business in the County of Los Angeles, State of California. At all relevant times, Metan Global
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COMPLAINT
1 is the successor-in-interest of Metan Development related to the rights and liabilities under the
2 agreements between Defendants and LJN Media, and Metan Global, at all relevant times, was
3 the agent in fact acting within the course and scope of its agency for LJN Media.
4 5. For the purposes of this Complaint, the term “Plaintiffs shall mean and refer to
5 Plaintiffs LJN Media, Metan Global and Metan Development only.
6 6. Defendant LIRON ARTZI (“Liron”) is an individual and upon information and
7 belief resides in the County of Los Angeles, State of California, and upon information and
8 belief was and is at all relevant times a managing member and officer of COSMOPOLITAN
9 DISTRIBUTION, LLC formally known as Fashion Avenue TV LLC.
10 7. Defendant AMI ARTZI (“Ami”) is an individual and upon information and
11 belief resides in the County of Los Angeles, State of California, and upon information and
12 belief was and is at all relevant times a managing member and officer of COSMOPOLITAN
13 DISTRIBUTION, LLC. Hereinafter Liron and Ami shall be collectively referred to as “the
14 Artzis”.
15 8. Defendant MICHAEL BENAROYA (“Michael Benaroya”) is an individual and
16 upon information and belief resides in the County of Los Angeles, State of California, and at all
17 relevant times was the chief executive officer of BENAROYA PICTURES.
18 9. Defendant BENAROYA PICTURES, type of entity unknown, upon information
19 and belief, operates in Los Angeles County, California involved in the production, distribution
20 and financing of television programming and films. Hereinafter BENAROYA PICTURES and
21 Michael Benaroya shall be collectively referred to as “Benaroya”. Benaroya became the
22 primary point of contact between Fashion Avenue and Plaintiffs when the Artis ceased timely
23 reporting to Plaintiffs regard the status of the Look Book Series. Upon information and belief,
24 Benaroya stepped in based upon his commitment to finance or obtain financing for the Look
25 Book Series.
26 10. Defendant COSMOPOLITAN DISTRIBUTION, LLC formally known as
27 Fashion Avenue TV LLC (“Fashion Avenue”) is and was at all relevant times all eged herein,
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COMPLAINT
1 a limited liability company, organized and existing under the laws of the State of California, with
2 its principal place of business in the County of Los Angeles, State of California. Upon
3 information and belief, the Franchise Tax Board has suspended Fashion Avenue as of December
4 1, 2021, and the Secretary of State has also suspended the company.
5 ALTER EGO ALLEGATIONS
6 11. Plaintiffs are informed and believe, and thereupon allege, that Fashion Avenue,
7 the business entity operated by and on behalf of Defendants was at all times the alter ego
8 business of the individual Defendants, and are further informed and believe, and thereupon
9 alleges, that the individual Defendants at all times alleged herein mentioned dominated,
10 influenced, owned and operated Fashion Avenue. Plaintiffs are further informed and believe,
11 and thereupon alleges, that at all times alleged herein, there existed a unity of interest and
12 ownership between the individual Defendants and Fashion Avenue. Plaintiffs are further
13 informed and believe, and thereupon allege, that since its establishment, Fashion Avenue has
14 served as a shell and naked framework that the individual Defendants who used it as a conduit
15 for their personal business, property, and affairs. Plaintiffs are further informed and believe,
16 and thereupon allege, that Fashion Avenue was formed with capitalization totally inadequate for
17 the business in which said company was engaged. Plaintiffs are further informed and believe,
18 and thereupon allege, that Fashion Avenue failed to issue ownership interests and failed to abide
19 by the formalities of company existence. Plaintiffs are further informed and believe, and
20 thereupon allege, that adherence to the fiction of the separate existence of Fashion Avenue,
21 under the circumstances, would sanction fraud and promote injustice.
22 12. Plaintiffs are informed and believe, and based thereon allege, that at all times
23 herein relevant, each Defendants were either an agent, representative, partner, joint-venturer,
24 and/or alter ego of each other Defendant, and that each of the Defendants either participated in,
25 planned, authorized, ratified, adopted, assisted in, conspired in, or acted as an accomplice to,
26 one or more of the various acts, omissions and agreements alleged herein, or is otherwise
27 legally responsible therefore.
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COMPLAINT
1 ROE DEFENDANT ALLEGATIONS
2 13. Plaintiffs are unaware of the true names or capacities of the Defendants sued
3 herein as ROES 1 through 10, and therefore sue them under such fictitious names. Plaintiffs are
4 informed and believe, and thereon allege, that each fictitiously named Defendants in some
5 manner caused, contributed to, committed, or is otherwise responsible for the acts and/or
6 omissions alleged herein. Plaintiffs will amend this complaint to state the true names and
7 capacities of the ROE Defendants when they have been ascertained.
8 14. Plaintiffs are informed and believe, and based thereon allege, that at all times
9 herein relevant, each of said ROE Defendants was either an agent, representative, partner, joint-
10 venturer, and/or alter ego of Defendants, and that each of said Defendants either participated in,
11 planned, authorized, ratified, adopted, assisted in, conspired in, or acted as an accomplice to,
12 one or more of the various acts, omissions and agreements alleged herein, or is otherwise
13 legally responsible therefor.
14 VENUE AND JURISDICTION
15 15. Jurisdiction and venue for this action in the County of Los Angeles are proper
16 pursuant to, without limitation, California Code of Civil Procedure § 392, § 395 and § 395.5 in
17 that, among other things, (a) the Property that is the subject of this action is located in the State
18 of California, County of Los Angeles; (b) the Defendants are residents of, or have their
19 principal place of business located in, the State of California, County of Los Angeles; and (c)
20 the conduct occurred, and the claims and causes of action alleged herein arose, in the State of
21 California, County of Los Angeles.
22 16. Plaintiffs damages exceed $25,000.00 and satisfy the minimum jurisdiction of
23 the court.
24 FACTS COMMON TO ALL CAUSES OF ACTION
25 17. In or about 2016, Judith Puleri (“Judith”), an employee if Zia Islam (“Zia”), the
26 owner and operator of Tragic Kiss, LLC, a Texas limited liability company (“Tragic Kiss”),
27 asks Larry if he could find Tragic Kiss, a lingerie company, an opportunity for the brand
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COMPLAINT
1 integration with a television series, to be incorporated as part of the storyline. Judith introduces
2 Larry to Zia. Larry informs Judith and Zia that such brand integration would be very difficult,
3 but that he would try to find some opportunity on a new show under development. LJN Media
4 does not charge Tragic Kiss any fee for locating such a sponsorship opportunity, which it would
5 typically charge $200,000 to $250,000 for television series development and strategic planning.
6 Larry informs Zia and Judith that an existing show would be very unlikely to accept such an
7 arrangement. As a favor to Judith and Zia, Larry speaks with several of his contacts, including
8 Michael Benaroya, about any opportunities that might be available. Michael Benaroya tells
9 Larry about a planned television series called “Fashion Avenue” that was in the process of
10 being made and referred him to his partners, the Artzis. Michael Benaroya tells Larry over the
11 phone and in person in or around November 2016 that Benaroya was committed to financing or
12 if necessary, arranging financing for the series and that the series would be aired over POP TV
13 through a purchase of time in the Fall of 2017.
14 18. The planned “Fashion Avenue” television series, later renamed as “Look Book”
15 (“the Look Book Series”), was a natural fit for the Tragic Kiss brand because it was a series
16 based on the fashion industry. After the Artzis were told about the Tragic Kiss brand, they
17 represented to Larry both over the phone and in personal meetings at the local deli in or around
18 November 2016 that they had writers ready to draft the script, and that the brand could be
19 readily integrated into the story lines of the series at a steeply discounted rate of $200,000.
20 However, the Artzis required that Larry’s company enter into a direct contractual relationship
21 for the brand integration because Larry had been brought to them by Benaroya, was
22 sophisticated in the industry, and they preferred not to have a direct contractual relationship
23 with Tragic Kiss, a company that they did not know anything about, and that was not familiar
24 with television productions. The Artzis said that they were willing to steeply discount the
25 sponsorship fee only if contracting directly with Larry’s company, LJN Media.
26 19. The representations of the Artzis and Benaroya to Larry included that: 1) the
27 series would air on Pop TV in the Fall of 2017; 2) that because Benaroya would finance or
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COMPLAINT
1 arrange financing of the production, the series did not require a network picking it up; 3) that
2 the Tragic Kiss brand would be integrated into at least 4 episodes of the first season of the show
3 based upon creative meetings with the head writer; 4) the Look Book Series would be licensed
4 for distribution in modified form in China; 5) Tragic Kiss would have the right to advertise its
5 presence in the Fashion Avenue show; 6) because the series was airing on Pop TV via a time
6 buy, there was no chance of cancellation; 7) if the television series were cancelled or episode
7 featuring the brand did not air, LJN Media would receive a refund within thirty days; and 8)
8 Alyson Feltes was committed to the project and would draft the scripts for the Look Book
9 Series.
10 20. Based upon these representations of Defendants, Larry discusses with Judith and
11 Zia what the Artzis and Benaroya had represented to him. Zia on behalf of Tragic Kiss asks
12 Larry to formalize the brand integration terms with Fashion Avenue through LJN Media in
13 order to facilitate brand integration at the steeply discounted rate. The terms of the sponsorship
14 agreement were reduced to writing and signed by Tragic Kiss and LJN Media on December 2,
15 2016 (“Sponsorship Agreement”). The Sponsorship Agreement provides for the payment of
16 $211,500 (including legal fees) to be paid from December 2, 2016, to January 30, 2017, plus an
17 additional $40,000 upon completion of the production. Tragic Kiss makes $175,000 payments
18 and asks that the balance be directed to the China series. Tragic Kiss never makes the final
19 $40,000 payment. Because of the steeply discounted rate, the parties agree that the Sponsorship
20 Agreement will be confidential. A copy of the Sponsorship Agreement shall be filed under seal
21 as Exhibit “’1” to the Complaint upon entry of a court order authorizing the filing.
22 21. Benaroya and the Artzis meet with Larry both in person and over the telephone
23 in or around November 2016 to January 2017 in Los Angeles, California.
24 22. The Artzis confirm with Larry that the Look Book Series will be airing in the
25 Fall of 2017 on Pop TV and the Benaroya was arranging the financing. Once Zia on behalf of
26 Tragic Kiss tells Larry to move forward with Fashion Avenue, Larry and the Artzis orally
27 negotiate the terms of the Sponsorship Agreement in or around November of 2016. These terms,
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COMPLAINT
1 essentially agreed upon by the Parties in November of 2016, are reduced to writing in or around
2 January 9, 2017. Plaintiff Metan Development as the agent for LJN Media entered into a
3 Memorandum of Understanding with Fashion Avenue on January 9, 2017 (“MOU”). A copy of
4 the MOU shall be filed under seal as Exhibit “’2” to the Complaint upon entry of a court order
5 authorizing the filing.
6 23. Once these terms of the MOU are reduced to writing, LJN Media through its
7 agent Metan Global Entertainment and the Artzis also negotiate terms for the production of the
8 Look Book Series in China (“China Look Book Series”) in a separate Memorandum of
9 Understanding (“China MOU”). Under the China MOU, which was also reduced to writing, the
10 Fashion Avenue, the Artzis and Benaroya would receive a per episode license fee for the
11 domestic United States episodes, a percentage of the production budget of the China Look Book
12 Series and percentage of net profits. Plaintiff Metan Global Entertainment is the production
13 company responsible for the development of the China Look Book Series. According to the
14 China MOU, the Chinese version of the Look Book Series will be based upon the script of the
15 original American production of the Look Book Series but with Chinese actors and expanded to
16 develop original storylines of its own. The Artzis and Benaroya hold the only surviving copy of
17 the China MOU. Plaintiffs have demanded production of the China MOU from the Artzis, but it
18 has not been produced. Once the China MOU is obtained from Defendants, it shall be filed
19 under seal with the court as Exhibit “3”.
20 24. As a material term of the MOU, Defendants were to form a limited liability
21 company which would be the entity to hold and use the funds for the Tragic Kiss brand
22 sponsorship and produce the Look Book Series. On or about March 8, 2017, pursuant to the
23 agreement of the parties, Fashion Avenue TV LLC was formed. Irv Holender and Defendants
24 Barry Rosen, Liron, and Ami were managing members of the company, ratified, acknowledged
25 and acquiesced in the representations and concealments of the Artzis and Benaroya, and
26 conspired together to conceal material facts from Plaintiffs, that included, among other things,
27
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COMPLAINT
1 that Fashion Avenue and Feltes had abandoned the project and that that Benaroya would not be
2 financing or arranging the financing of the Look Book Series.
3 25. Subsequently, Zia asks Larry to include his company in the China production of
4 the Look Book series and Tragic Kiss makes an additional payment for such rights of $50,000.
5 Zia also authorizes LJN Media, LLC to use a portion of the money paid under the Sponsorship
6 Agreement to be applied to the China Look Book Series that has hired writers and brought on
7 investors. This money is used on the Chinese production. However, the Chinese production at
8 all material times is dependent upon the production and airing of the American television series
9 that it was to emulate. Because Defendants failed to develop any script, except for the pilot, the
10 China Look Book Series could not be produced.
11 26. LJN invests at least $150,000.00 in the production of the China Look Book
12 Series based upon the representations of Benaroya and the Artzis. Through Plaintiff Metan
13 Global Entertainment, Larry successfully lines up investors for the China Look Book Series,
14 and is ready to move forward, but cannot proceed without a script for the Look Book Series.
15 27. Zia meets with the Artzis repeatedly for production meetings for the purpose of
16 integrating the Tragic Kiss brand into the Fashion Avenue script.
17 28. The Artzis inform Zia and Larry that they have lined up a successful lead writer
18 and showrunner, Alyson Feltes, known for her work on the Ozarks television series. When the
19 production does not progress as planned, the Artzis belatedly notify Larry that Feltes has
20 conflicting commitments on her other projects and that her mother in Canada has suffered a
21 series illness. The Artzis never doubt that the Look Book Series would be made and provide a
22 series of encouraging reports to Plaintiff regarding the progress of production.
23 29. With Feltes joining the production, the Artzis state that they believe that a major
24 network might pick up the series. The Artzis and Benaroya report that Feltes mother has
25 suffered a severe illness and that she has not been able to draft the script. Zia is informed of
26 these developments and agrees that the production date should be moved.
27
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COMPLAINT
1 30. With the advent of the COVID 19 pandemic, the Artzis report that the production
2 has been further delayed. Zia is notified and agrees to delay production.
3 31. The Artzis cease any meaningful communication with Larry and fail to account
4 for the money invested in the Look Book production. Benaroya steps in and agrees to become
5 involved in order to get the production completed.
6 32. Benaroya gave repeated assurances to Larry over several years that the Look
7 Book Series was progressing, confirmed the involved of top talented director, and the casting by
8 renown actors. Based upon these positive reports, LJN Media invested another $25,000.00 into
9 the production in or around December of 2018 in reliance on these representations. These
10 representations turned out to be false.
11 33. On August 23, 2020, the Artzis report that they have unilaterally, and without the
12 consent of Plaintiffs, at some undisclosed time, contracted out the Look Book production to
13 Omnifilm, a Canadian company. For the first time the Artzis provide a very general accounting
14 of expenditures of Plaintiff LJN Media investment in the Look Book Series. Amin writes Larry
15 that most of LJN Media’s investment in the production has been transferred to Omnifilm. Ami
16 assures Larry that the transfer was necessary to facilitate the production of Look Book and that
17 Alyson Feltes, despite being overbooked and dealing with the illness of her mother, was
18 “essential” to the production because Omnifilm was a Canadian company and Feltes was
19 Canadian. On August 23, 2020, Ami represents to Larry “I am quite confident that as soon as
20 the Virus situation clears up we will resume its progress in full speed.”
21 34. After August 23, 2020, Defendants provided no accounting of expenditures of
22 Omnifilm, and never disclosed to terms of the production of the Look Book Series with
23 Plaintiffs. Despite repeated reassurances from Defendants that the Look Book Series was
24 progressing and would be completed and aired, the only script ever provided was the pilot.
25 35. Even after Plaintiffs filed the instant action, Defendants assured Larry that the
26 Look Book Series would be completed, and the MOU and China MOU honored.
27
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COMPLAINT
1 36. In or around December 2023, it became evident that Defendants, despite their
2 prior assurances, had abandoned the Look Book Series. As a result, on December 6, 2023,
3 Plaintiffs made a legal demand on the Artzis and Fashion Avenue to complete the Look Book
4 Series and share documentation related to the series or face legal action. In January of 2024,
5 Plaintiffs offered to complete the Look Book Series if the Artis agreed to transfer to them
6 Fashion Avenue’s interest in the series. Because Fashion Avenue would not release the rights
7 to the Look Book Series to Plaintiffs or commit to completing the series, Plaintiffs have filed
8 the instant action against them and those responsible for the abandonment of the project.
9 37. Defendants made a series of representations and assurances to lull Plaintiffs into
10 a sense of security believing that they intended to complete the Look Book Series and China
11 Look Book Series. Upon information and belief, these representations and assurances were
12 made to convince Plaintiffs not to commence legal action against them.
13 38. Based upon the unlawful and wrongful acts and omissions of Defendants, and
14 each of them, Larry, LJN Media and Metan Development have been named in the Complaint of
15 Zia Islam, Case No. 21STCV31047, on August 23, 2021 (“Islam Complaint”).
16 FIRST CAUSE OF ACTION
17 BREACH OF CONTRACT - MOU
18 (Plaintiffs Against Defendants)
19 39. Plaintiffs re-allege and incorporate by reference the allegations contained in the
20 above stated paragraphs as if fully set forth herein.
21 40. Pursuant to the terms of the MOU, Defendants agreed to integrate the Tragic
22 Kiss brand into the storyline of the Look Book Series. LJN Media through its agent Metan
23 Development agreed to pay $200,000 for the integration of the Tragic Kiss brand into four
24 episodes of the Look Book Series that would air on Pop TV in the Fall of 2017. A copy of the
25 MOU shall be filed under seal with the Court as Exhibit “2”. The parties agreed that the money
26 paid under the MOU would be “used for writing of the first 3 scripts, legal expense and
27 incidental expenses related to the TV series.”
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COMPLAINT
1 41. As a material term of the MOU, the parties agreed that the Artzis and Benaroya
2 would establish Fashion Avenue as the production company for the Look Book Series, which
3 would be maintained in good standing.
4 42. Defendants repeatedly gave assurances to LJN Media that they would integrate
5 the Tragic Kiss brand into the Look Book Series script, however, to date, Plaintiffs have only
6 received a script for the pilot of the production.
7 43. Plaintiffs have performed all covenants, conditions, and obligations imposed
8 upon them pursuant to the MOU or have otherwise been excused from performance under the
9 MOU.
10 44. Defendants breached the terms of the MOU by failing to complete the scripts
11 other than the pilot, failing to finance the Look Book Series, failing to integrate the Tragic Kiss
12 brand into four episodes of the Look Book Series, failing to complete the production, failing to
13 air the Look Book Series, abandoning the Look Book Series, and expending sums paid under
14 the MOU beyond the scripts, legal expense, and incidentals.
15 45. Defendants breached the terms of the MOU by failing to timely account for the
16 investment of LJN Media under the MOU.
17 46. Defendants breached the terms of the MOU by unilaterally transferring
18 production from Fashion Avenue to a third-party entity, Omnifilm Entertainment, failing to
19 account for the alleged $93,707 that was transferred to the company, and failing to keep Fashion
20 Avenue in good standing with the California Secretary of State.
21 47. Because Defendants failed to produce the Look Book Series or integrate the
22 Tragic Kiss brand into 4 episodes, Plaintiffs were damaged in the amount to be proven at time
23 of trial, including but not limited to at least $150,000 invested in the China Look Book Series,
24 because the China Look Book Series was unable to be made or aired.
25 48. As a direct and proximate result of Defendants’ breach of the MOU, Plaintiffs
26 have been damaged in an amount to be proven at trial, including without limitation,
27 $175,000.00 invested in the Look Book Series.
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COMPLAINT
1 49. As late as November 2021, Defendants were providing assurances to Plaintiffs
2 that the Look Book Series would be made and aired.
3 SECOND CAUSE OF ACTION
4 BREACH OF CONTRACT – CHINA MOU
5 (Plaintiffs Against Defendants)
6 50. Plaintiffs re-allege and incorporate by reference the allegations contained in the
7 above stated paragraphs as if fully set forth herein.
8 51. Pursuant to the terms of the China MOU, which was reduced to writing, Fashion
9 Avenue, the Artzis and Benaroya would receive a per episode license fee for the domestic
10 United States episodes, a percentage of the production budget of the China Look Book Series
11 and percentage of net profits. Plaintiff Metan Global Entertainment is the production company
12 responsible for the development of the China Look Book Series. According to the China MOU,
13 the Chinese version of the Look Book Series will be based upon the script of the original
14 American production of the Look Book Series but with Chinese actors and expanded to develop
15 original storylines of its own.
16 52. The Tragic Kiss brand was to be integrated into the storyline of the China Look
17 Book Series. Tragic Kiss paid LJN Media $50,000, plus additional money authorized to be
18 used from the Sponsorship Agreement to develop the China Look Book Series.
19 53. Plaintiffs continued to press Defendants over a period of years to provide the
20 original script for the Look Book Series, but despite Defendants repeated assurances to LJN
21 Media, only the pilot script was ever obtained.
22 54. Plaintiffs have performed all covenants, conditions, and obligations imposed
23 upon them pursuant to the MOU or have otherwise been excused from performance under the
24 MOU.
25 55. Defendants breached the terms of the MOU by failing to complete the scripts
26 other than the pilot, failing to finance the Look Book Series, failing to integrate the Tragic Kiss
27 brand into four episodes of the Look Book Series, failing to complete the production, failing to
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COMPLAINT
1 air the Look Book Series, and abandoning the Look Book Series. As a result, the China Look
2 Book Series could not be produced or aired in China.
3 56. Because Defendants failed to produce the Look Book Series or integrate the
4 Tragic Kiss brand into 4 episodes, Plaintiffs were damaged in an amount to be proven at trial,
5 including without limitation, $150,000 invested in the China Look Book Series, because the
6 China Look Book Series was unable to be made or aired.
7 57. As late as November 2021, Defendants were providing assurances to Plaintiffs
8 that the Look Book Series would be made and aired.
9 THIRD CAUSE OF ACTION
10 BREACH OF FIDUCIARY DUTY
11 (Plaintiffs Against Defendants)
12 58. Plaintiffs re-allege and incorporate herein by reference all of the allegations
13 contained in each and every preceding paragraph as though fully set forth herein.
14 59. At all material times alleged herein, Defendants owed Plaintiffs a statutory and
15 common law fiduciary duty of undivided loyalty, honesty, and the highest good faith, and
16 assumed the responsibilities of a trustee toward Plaintiffs as an investor in the Look Book
17 Series.
18 60. Moreover, as a fiduciary, Defendants were obligated to account to Plaintiffs
19 and keep Plaintiffs apprised of material developments impacting Plaintiffs’ investment.
20 61. Defendants owed a duty to Plaintiffs to disclose all information it possessed
21 that adversely impacted the production of the Look Book Series and to respond faithfully to
22 their requests for information.
23 62. Defendants used the money paid under the MOU for other uses not limited to
24 “writing of the first 3 scripts, legal expense and incidental expenses related to the TV series.”
25 63. At all material times, Defendants while acting on behalf of Plaintiffs breached
26 their fiduciary duties to Plaintiffs by failing to account for expenditures on the Look Book
27 Series as alleged herein, failing to accurately report on material developments that prevented
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COMPLAINT
1 the production of the Look Book Series as alleged herein, and expending money paid under the
2 MOU for uses not limited to “writing of the first 3 scripts, legal expense and incidental
3 expenses related to the TV series.”
4 64. As a direct and proximate result of the breach of fiduciary duty of Defendants,
5 and each of them, Plaintiffs have suffered special and general damages to be proven at time of
6 trial.
7 65. As a direct and proximate result of the negligence of these Defendants, and each
8 of them, Plaintiffs have faced financial uncertainty based upon the claims against them in the
9 Islam Complaint and have therefore not been able to make necessary and appropriate
10 expenditures for compelling personal and family needs.
11 FOURTH CAUSE OF ACTION
12 DECLATORY RELIEF
13 (Plaintiffs and Larry Against Defendants)
14 66. Plaintiffs re-allege and incorporate by reference the allegations contained in the
15 above-stated paragraphs of this Complaint as if fully set forth herein.
16 67. Actual and present controversies have arisen and now exist between Plaintiffs on
17 the one hand and Defendants, concerning each of their respective rights, obligations, and duties
18 with respect to the MOU and China MOU.
19 68. Plaintiffs contend that these Defendants, and each of them, violated their duties
20 to finance, produce, integrate the Tragic Kiss brand, and air the Look Book Series, and produce
21 the series under Fashion Avenue and account for all funds expended and progress in the
22 development of the series as alleged herein. Upon information and belief, these Defendants
23 deny these allegations.
24 69. Plaintiffs desire a judicial determination and declaration of the rights,
25 obligations, and duties of the parties herein under the laws of California, and a declaration and
26 determination of the parties’ respective rights and duties.
27
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COMPLAINT
1 70. A judicial determination of the rights and obligations of the parties is necessary
2 and appropriate at this time to resolve all of the disputes between the parties.
3 71. Plaintiffs and Larry also seek a determination that they are entitled to be
4 indemnified for any liability in the Islam Complaint from Defendants, according to these
5 Defendants’ respective fault, for the injuries and damages allegedly sustained, if any, by
6 Plaintiffs and Larry.
7 72. In addition, Plaintiffs and Larry seek a determination that these Defendants are
8 liable to indemnify Plaintiffs and Larry due to both their failure to comply with their contractual
9 and legal duties.
10 73. Plaintiffs and Larry deny all liability for the Islam Complaint. But, if they are
11 called to pay any sums (whether paid by settlement or judgement), then they are entitled to be
12 indemnified for said payment from these Defendants according to Defendants’ respective fault.
13 74. Plaintiffs and Larry expressly deny the allegations set forth in Islam Complaint.
14 Should they nevertheless be found liable, then they allege that their acts were passive and
15 secondary, while those of these Defendants were active, primary, and superseding.
16 75. In addition, Plaintiffs and Larry have been compelled to incur attorneys’ fees,
17 court costs, and the expense of the Islam Complaint. Plaintiffs and Larry are entitled to be
18 indemnified from any attorneys’ fees and costs incurred in defense of the Islam Complaint.
19 FIFTH CAUSE OF ACTION
20 EQUITABLE INDEMNITY
21 (Plaintiffs and Larry Against Defendants)
22 76. Plaintiffs and Larry re-allege and incorporate by reference the allegations
23 contained in the above-stated paragraphs of this Complaint as if fully set forth herein.
24 77. Plaintiffs and Larry contend that they are entitled to be indemnified for any
25 liability from the Islam Complaint from Defendants, according to these Defendants’ respective
26 fault, for the injuries and damages allegedly sustained, if any, pursuant to the Islam Complaint.
27
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COMPLAINT
1 78. In addition, Plaintiffs and Larry seek a determination that these Defendants are
2 liable to indemnify Plaintiffs and Larry due to both their failure to comply with their contractual
3 and legal duties.
4 79. Plaintiffs and Larry deny all liability alleged in the Islam Complaint. But, if they
5 are called to pay any sums (whether paid by settlement or judgement), then they are entitled to
6 be indemnified for said payment from these Defendants according to Defendants’ respective
7 fault.
8 80. Plaintiffs and Larry expressly deny the allegations set forth in Islam Complaint.
9 Should they nevertheless be found liable, then they allege that their acts were passive and
10 secondary, while those of these Defendants were active, primary, and superseding.
11 81. In addition, Plaintiffs and Larry have been compelled to incur attorneys’ fees,
12 court costs, and the expense of Islam’s Complaint. Plaintiffs and Larry are entitled to be
13 indemnified from any attorneys’ fees and costs incurred in defense of the Islam Complaint
14 pursuant to California Code of Civil Procedure Section 1021.6.
15 SIXTH CAUSE OF ACTION
16 EQUITABLE CONTRIBUTION
17 (Plaintiffs and Larry Against Defendants)
18 82. Plaintiffs re-allege and incorporate by reference the allegations contained in the
19 above-stated paragraphs of this Complaint as if fully set forth herein.
20 83. In the event of any recovery in the Islam Complaint from Plaintiffs and Larry or
21 any of them, then Plaintiffs and Larry assert that these damages were proximately caused by the
22 primary and active negligence or other fault of Defendants.
23 84. As a direct and proximate result of the primary, active negligence or other fault
24 of Defendants, Plaintiffs and Larry have incurred and continue to incur costs, attorneys’ fees,
25 and other losses and damages in responding to the Islam Complaint.
26 85. By reason of the foregoing, Plaintiffs and Larry are entitled to contribution from
27 Defendant, in an amount of any damages awarded against Plaintiffs and Larry in the above
- 16-
COMPLAINT
1 captioned action, plus costs of defense and attorneys’ fees incurred representing the proportion
2 of the amount recovered against Plaintiffs and Larry in excess of the amount of fault, if any,
3 attributable to Plaintiffs and Larry.
4 SEVENTH CAUSE OF ACTION
5 BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALINGS
6 (Plaintiffs Against Defendants)
7 86. Plaintiffs re-allege and incorporate by reference the allegations contained in the
8 preceding paragraphs of this Complaint as if fully set forth herein.
9 87. Implied in every contract is an obligation of good faith and fair dealing, which
10 requires the parties to refrain from any acts or omissions that would destroy or materially
11 impede the other party’s right to receive the benefits to which it is entitled under said contract.
12 88. Defendants, and each have them, have breached this obligation by, without
13 limitation, (a) outsourcing the production of the Look Book Series to Omnifilm Entertainment;
14 (b) Failing to account for investment money expended; (c) failing to accurately report on
15 developments in the production of the Look Book Series; (d) failing to provide financing of the
16 Look Book Series; (e) failing to obtain legal and enforceable commitments from Feltes and
17 other talent on the Look Book Series; (f) causing extensive delay to the production of the Look
18 Book Series as a result of negligence and lack of diligence; and (g) abandoning the Look Book
19 Series without notice to Plaintiffs.
20 89. Plaintiffs are informed and believes, and thereon alleges, that Defendants, and
21 each of them, have engaged in acts and omissions alleged herein in breach of the implied
22 covenant of good faith and fair dealing as alleged herein.
23 90. As a proximate result of the actions of the Defendants, and each of them, as
24 alleged herein, Plaintiffs have suffered damages, and will continue to suffer damages, in an
25 amount in excess of the minimum jurisdictional requirements of the Court, subject to proof at
26 trial.
27 //
- 17-
COMPLAINT
1 EIGHTH CAUSE OF ACTION
2 NEGLIGENT MISREPRESENTATION
3 (Plaintiffs Against Defendants)
4 91. Plaintiffs re-allege and incorporate by reference the allegations contained in the
5 above-stated paragraphs of this Complaint as if fully set forth herein.
6 92. In or around November 2016, and at subsequent times such as in December
7 2018, in order to induce LJN Media to invest in the Look Book Series and not to pursue legal
8 action against them Defendants made material representations of fact which Defendants knew
9 or in the exercise of reasonable care should have known were not true. Defendants had reason to
10 know Plaintiffs would rely upon in entering the Sponsorship Agreement, the MOU and China
11 MOU. Specifically, Defendants represented to Plaintiffs that: 1) the series would air on Pop TV
12 in the Fall of 2017 based upon an agreement reached by the producers; 2) that because
13 Defendants would purchase air time and Benaroya and his company would finance or arrange
14 financing of the production, that the series did not require a network to pick up the series, the
15 production was sure to be made and aired; 3) that the Tragic Kiss brand would be integrated
16 into at least 4 episodes of the first season of the show based upon creative meetings with the
17 head writer; 4) the Look Book Series would be licensed for distribution in modified form in
18 China; 5) Tragic Kiss would have the right to advertise its presence in the Fashion Avenue
19 show; 6) because the series was airing on Pop TV via a time buy, there was no chance of
20 cancellation; 7) if the television series were cancelled or episode featuring the brand did not
21 air, the producers and LJN Media would receive a refund within thirty days; 8) Alyson Feltes
22 was committed to the project and would draft the scripts for the Look Book Series; and 9) the
23 money paid under the MOU would be “used for writing of the first 3 scripts, legal expense and
24 incidental expenses related to the TV series” (hereinafter the “Representations”).
25 93. In addition, Defendants concealed from Plaintiffs that they had essentially
26 abandoned the production of the Look Book Series.
27
- 18-
COMPLAINT
1 94. Defendants made these Representations to Larry over the telephone and in
2 personal meetings at the local deli in or around November 2016.
3 95. Moreover, Defendants repeatedly made representation of fact concerning the
4 progress of the Look Book Series, which they knew or should have known, were incomplete,
5 misleading and false. Defendants repeatedly represented to Plaintiffs that the Look Book Series
6 was progressing while withholding adverse fact about the production. In this way, Defendants
7 made series of “half-truths” which they should have known would tend to mislead Plaintiffs.
8 96. The Representations were false and misleading at the time they were made, and
9 Defendants knew or should have known they were false or misleading at the time they were
10 made.
11 97. Plaintiffs relied upon the truthfulness of the Representations by entering into the
12 MOU and China MOU and Sponsorship Agreement, by making further payments to Fashion
13 Avenue, investing in the China Look Book Series development, and notifying Zia Islam of the
14 Representations.
15 98. Plaintiffs were not harmed by the Representations until they learned that
16 Defendants had essentially abandoned the project in January of 2024.
17 99. At the time Defendants made the misrepresentations, disclosures and concealed
18 this vital information from Plaintiffs, Plaintiffs were ignorant of their falsity and believed them
19 to be true. Further, Plaintiffs could not have been aware of the matters concealed that were not
20 disclosed to them and negligently concealed.
21 100. If Plaintiffs had known the true facts they would not have entered into the MOU,
22 China MOU or Sponsorship Agreement, paid over $150,000 to develop the China Look Book
23 Series, or made additional payment of $25,000 under the MOU or shared the Representations
24 with Plaintiffs.
25 101. Therefore, Plaintiffs reasonably relied to their detriment on the Representations.
26 102. As a direct and proximate result of the Representations of these Defendants, and
27 each of them, Plaintiffs have suffered damages in an amount to be proven at time of trial.
- 19-
COMPLAINT
1 WHEREFORE, Plaintiffs and Larry (on those particular causes of action alleged
2 herein) pray for judgment against Defendants as follows:
3 FIRST CAUSE OF ACTION – BREACH OF CONTRACT
4 1. Special, compensatory, and consequential damages according to proof of time of
5 trial.
6 2. For attorneys’ fees pursuant to California Code of Civil Procedure Section
7 1021.6 and the Tort of Another doctrine.
8 SECOND CAUSE OF ACTION – BREACH OF CONTRACT
9 1. Special, compensatory, and consequential damages according to proof of time of
10 trial.
11 2. For attorneys’ fees pursuant to California Code of Civil Procedure Section
12 1021.6 and the Tort of Another doctrine.
13 THIRD CAUSE OF ACTION – BREACH OF FIDUCIARY DUTY
14 1. Special, compensatory and consequential damages according to proof of time of
15 trial.
16 2. General damages according to proof at time of trial.
17 3. For attorneys’ fees pursuant to California Code of Civil Procedure Section
18 1021.6 and the Tort of Another
Preview
Robert D. Goldberg, Esq., SBN 137356 1 rgoldberg@cgllplaw.com 2 CIRLIN GOLDBERG LLP 9595 Wilshire Boulevard, Suite 900 3 Beverly Hills, California 90212 T: (310) 691-8686 F: (310) 691-8450 4 Attorneys for Plaintiffs 5 6 SUPERIOR COURT OF THE STATE OF CALIFORNIA 7 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 8 9 LARRY NAMER, an individual; LJN CASE NO.: 10 MEDIA GROUP, LLC, a California Corporation; METAN DEVELOPMENT 11 GROUP, LLC, a California limited COMPLAINT FOR: liability company; METAN GLOBAL 12 ENTERTAINMENT GROUP, LLC, a (1) BREACH OF CONTRACT – MOU California limited liability company, and (2) BREACH OF CONTRACT – CHINA 13 MOU DOES 1 to 50, inclusive. 14 (3) BREACH OF FIDUCIARY DUTY Plaintiffs, (4) DECLARATORY RELIEF 15 (5) EQUITABLE INDEMNITY v. (6) EQUITABLE CONTRIBUTION 16 (7) BREACH OF THE COVENANT OF LIRON ARTZI, an individual; AMIKAN GOOD FAITH AND FAIR DEALINGS 17 aka AMI ARTZI, an individual; (8) NEGLIGENT MISREPRESENTATION 18 MICHAEL BENAROYA, an individual; COSMOPOLITAN DISTRIBUTION, 19 LLC, a California limited liability company aka FASHION AVENUE TV 20 LLC; BENAROYA PICTURES, an entity unknown, and ROES 1 through 10, 21 inclusive. 22 Defendants. 23 24 25 26 27 COMPLAINT 1 Plaintiffs LARRY NAMER, an individual LJN MEDIA GROUP, LLC, a California 2 limited liability company; METAN DEVELOPMENT GROUP, LLC, a California limited 3 liability company; METAN GLOBAL ENTERTAINMENT GROUP, LLC a California limited 4 liability company hereby bring this Complaint for legal and equitable relief, and damages 5 against Defendants LIRON ARTZI, an individual, AMIKAN aka AMI ARTZI, an individual; 6 MICHAEL BENAROYA, an individual; COSMOPOLITAN DISTRIBUTION, LLC, a 7 California limited liability company, formally known as FASHION AVENUE TV LLC; 8 BENAROYA PICTURES, an entity unknown; and DOES 1 to 50, inclusive (collectively 9 “Defendants”) as follows: 10 THE PARTIES 11 1. Plaintiff LARRY NAMER (“Larry”) is, and at all relevant times alleged herein 12 was, an individual residing in the State of California, County of Los Angeles. Namer is the sole 13 manager and chief executive officer of LJN MEDIA GROUP, LLC, and the chief executive 14 officer of METAN DEVELOPMENT GROUP, LLC. 15 2. Plaintiff LJN MEDIA GROUP LLC (“LJN Media”) is and was at all relevant 16 times al l eg ed herein, a limited liability company, organized and existing under the laws of the 17 State of California, with its principal place of business in the County of Los Angeles, State of 18 California. 19 3. Plaintiff METAN DEVELOPMENT GROUP, LLC (“Metan Development”) is 20 and was at all relevant times al l eged herein, a limited liability company, organized and 21 existing under the laws of the State of California, with its principal place of business in the 22 County of Los Angeles, State of California. Metan Development, at all relevant times, was the 23 agent in fact acting within the course and scope of its agency for LJN Media. 24 4. Plaintiff METAN GLOBAL ENTERTAINMENT GROUP, LLC (“Metan 25 Global”) is and was at all relevant times al l eged herein, a limited liability company, 26 organized and existing under the laws of the State of California, with its principal place of 27 business in the County of Los Angeles, State of California. At all relevant times, Metan Global - 1- COMPLAINT 1 is the successor-in-interest of Metan Development related to the rights and liabilities under the 2 agreements between Defendants and LJN Media, and Metan Global, at all relevant times, was 3 the agent in fact acting within the course and scope of its agency for LJN Media. 4 5. For the purposes of this Complaint, the term “Plaintiffs shall mean and refer to 5 Plaintiffs LJN Media, Metan Global and Metan Development only. 6 6. Defendant LIRON ARTZI (“Liron”) is an individual and upon information and 7 belief resides in the County of Los Angeles, State of California, and upon information and 8 belief was and is at all relevant times a managing member and officer of COSMOPOLITAN 9 DISTRIBUTION, LLC formally known as Fashion Avenue TV LLC. 10 7. Defendant AMI ARTZI (“Ami”) is an individual and upon information and 11 belief resides in the County of Los Angeles, State of California, and upon information and 12 belief was and is at all relevant times a managing member and officer of COSMOPOLITAN 13 DISTRIBUTION, LLC. Hereinafter Liron and Ami shall be collectively referred to as “the 14 Artzis”. 15 8. Defendant MICHAEL BENAROYA (“Michael Benaroya”) is an individual and 16 upon information and belief resides in the County of Los Angeles, State of California, and at all 17 relevant times was the chief executive officer of BENAROYA PICTURES. 18 9. Defendant BENAROYA PICTURES, type of entity unknown, upon information 19 and belief, operates in Los Angeles County, California involved in the production, distribution 20 and financing of television programming and films. Hereinafter BENAROYA PICTURES and 21 Michael Benaroya shall be collectively referred to as “Benaroya”. Benaroya became the 22 primary point of contact between Fashion Avenue and Plaintiffs when the Artis ceased timely 23 reporting to Plaintiffs regard the status of the Look Book Series. Upon information and belief, 24 Benaroya stepped in based upon his commitment to finance or obtain financing for the Look 25 Book Series. 26 10. Defendant COSMOPOLITAN DISTRIBUTION, LLC formally known as 27 Fashion Avenue TV LLC (“Fashion Avenue”) is and was at all relevant times all eged herein, - 2- COMPLAINT 1 a limited liability company, organized and existing under the laws of the State of California, with 2 its principal place of business in the County of Los Angeles, State of California. Upon 3 information and belief, the Franchise Tax Board has suspended Fashion Avenue as of December 4 1, 2021, and the Secretary of State has also suspended the company. 5 ALTER EGO ALLEGATIONS 6 11. Plaintiffs are informed and believe, and thereupon allege, that Fashion Avenue, 7 the business entity operated by and on behalf of Defendants was at all times the alter ego 8 business of the individual Defendants, and are further informed and believe, and thereupon 9 alleges, that the individual Defendants at all times alleged herein mentioned dominated, 10 influenced, owned and operated Fashion Avenue. Plaintiffs are further informed and believe, 11 and thereupon alleges, that at all times alleged herein, there existed a unity of interest and 12 ownership between the individual Defendants and Fashion Avenue. Plaintiffs are further 13 informed and believe, and thereupon allege, that since its establishment, Fashion Avenue has 14 served as a shell and naked framework that the individual Defendants who used it as a conduit 15 for their personal business, property, and affairs. Plaintiffs are further informed and believe, 16 and thereupon allege, that Fashion Avenue was formed with capitalization totally inadequate for 17 the business in which said company was engaged. Plaintiffs are further informed and believe, 18 and thereupon allege, that Fashion Avenue failed to issue ownership interests and failed to abide 19 by the formalities of company existence. Plaintiffs are further informed and believe, and 20 thereupon allege, that adherence to the fiction of the separate existence of Fashion Avenue, 21 under the circumstances, would sanction fraud and promote injustice. 22 12. Plaintiffs are informed and believe, and based thereon allege, that at all times 23 herein relevant, each Defendants were either an agent, representative, partner, joint-venturer, 24 and/or alter ego of each other Defendant, and that each of the Defendants either participated in, 25 planned, authorized, ratified, adopted, assisted in, conspired in, or acted as an accomplice to, 26 one or more of the various acts, omissions and agreements alleged herein, or is otherwise 27 legally responsible therefore. - 3- COMPLAINT 1 ROE DEFENDANT ALLEGATIONS 2 13. Plaintiffs are unaware of the true names or capacities of the Defendants sued 3 herein as ROES 1 through 10, and therefore sue them under such fictitious names. Plaintiffs are 4 informed and believe, and thereon allege, that each fictitiously named Defendants in some 5 manner caused, contributed to, committed, or is otherwise responsible for the acts and/or 6 omissions alleged herein. Plaintiffs will amend this complaint to state the true names and 7 capacities of the ROE Defendants when they have been ascertained. 8 14. Plaintiffs are informed and believe, and based thereon allege, that at all times 9 herein relevant, each of said ROE Defendants was either an agent, representative, partner, joint- 10 venturer, and/or alter ego of Defendants, and that each of said Defendants either participated in, 11 planned, authorized, ratified, adopted, assisted in, conspired in, or acted as an accomplice to, 12 one or more of the various acts, omissions and agreements alleged herein, or is otherwise 13 legally responsible therefor. 14 VENUE AND JURISDICTION 15 15. Jurisdiction and venue for this action in the County of Los Angeles are proper 16 pursuant to, without limitation, California Code of Civil Procedure § 392, § 395 and § 395.5 in 17 that, among other things, (a) the Property that is the subject of this action is located in the State 18 of California, County of Los Angeles; (b) the Defendants are residents of, or have their 19 principal place of business located in, the State of California, County of Los Angeles; and (c) 20 the conduct occurred, and the claims and causes of action alleged herein arose, in the State of 21 California, County of Los Angeles. 22 16. Plaintiffs damages exceed $25,000.00 and satisfy the minimum jurisdiction of 23 the court. 24 FACTS COMMON TO ALL CAUSES OF ACTION 25 17. In or about 2016, Judith Puleri (“Judith”), an employee if Zia Islam (“Zia”), the 26 owner and operator of Tragic Kiss, LLC, a Texas limited liability company (“Tragic Kiss”), 27 asks Larry if he could find Tragic Kiss, a lingerie company, an opportunity for the brand - 4- COMPLAINT 1 integration with a television series, to be incorporated as part of the storyline. Judith introduces 2 Larry to Zia. Larry informs Judith and Zia that such brand integration would be very difficult, 3 but that he would try to find some opportunity on a new show under development. LJN Media 4 does not charge Tragic Kiss any fee for locating such a sponsorship opportunity, which it would 5 typically charge $200,000 to $250,000 for television series development and strategic planning. 6 Larry informs Zia and Judith that an existing show would be very unlikely to accept such an 7 arrangement. As a favor to Judith and Zia, Larry speaks with several of his contacts, including 8 Michael Benaroya, about any opportunities that might be available. Michael Benaroya tells 9 Larry about a planned television series called “Fashion Avenue” that was in the process of 10 being made and referred him to his partners, the Artzis. Michael Benaroya tells Larry over the 11 phone and in person in or around November 2016 that Benaroya was committed to financing or 12 if necessary, arranging financing for the series and that the series would be aired over POP TV 13 through a purchase of time in the Fall of 2017. 14 18. The planned “Fashion Avenue” television series, later renamed as “Look Book” 15 (“the Look Book Series”), was a natural fit for the Tragic Kiss brand because it was a series 16 based on the fashion industry. After the Artzis were told about the Tragic Kiss brand, they 17 represented to Larry both over the phone and in personal meetings at the local deli in or around 18 November 2016 that they had writers ready to draft the script, and that the brand could be 19 readily integrated into the story lines of the series at a steeply discounted rate of $200,000. 20 However, the Artzis required that Larry’s company enter into a direct contractual relationship 21 for the brand integration because Larry had been brought to them by Benaroya, was 22 sophisticated in the industry, and they preferred not to have a direct contractual relationship 23 with Tragic Kiss, a company that they did not know anything about, and that was not familiar 24 with television productions. The Artzis said that they were willing to steeply discount the 25 sponsorship fee only if contracting directly with Larry’s company, LJN Media. 26 19. The representations of the Artzis and Benaroya to Larry included that: 1) the 27 series would air on Pop TV in the Fall of 2017; 2) that because Benaroya would finance or - 5- COMPLAINT 1 arrange financing of the production, the series did not require a network picking it up; 3) that 2 the Tragic Kiss brand would be integrated into at least 4 episodes of the first season of the show 3 based upon creative meetings with the head writer; 4) the Look Book Series would be licensed 4 for distribution in modified form in China; 5) Tragic Kiss would have the right to advertise its 5 presence in the Fashion Avenue show; 6) because the series was airing on Pop TV via a time 6 buy, there was no chance of cancellation; 7) if the television series were cancelled or episode 7 featuring the brand did not air, LJN Media would receive a refund within thirty days; and 8) 8 Alyson Feltes was committed to the project and would draft the scripts for the Look Book 9 Series. 10 20. Based upon these representations of Defendants, Larry discusses with Judith and 11 Zia what the Artzis and Benaroya had represented to him. Zia on behalf of Tragic Kiss asks 12 Larry to formalize the brand integration terms with Fashion Avenue through LJN Media in 13 order to facilitate brand integration at the steeply discounted rate. The terms of the sponsorship 14 agreement were reduced to writing and signed by Tragic Kiss and LJN Media on December 2, 15 2016 (“Sponsorship Agreement”). The Sponsorship Agreement provides for the payment of 16 $211,500 (including legal fees) to be paid from December 2, 2016, to January 30, 2017, plus an 17 additional $40,000 upon completion of the production. Tragic Kiss makes $175,000 payments 18 and asks that the balance be directed to the China series. Tragic Kiss never makes the final 19 $40,000 payment. Because of the steeply discounted rate, the parties agree that the Sponsorship 20 Agreement will be confidential. A copy of the Sponsorship Agreement shall be filed under seal 21 as Exhibit “’1” to the Complaint upon entry of a court order authorizing the filing. 22 21. Benaroya and the Artzis meet with Larry both in person and over the telephone 23 in or around November 2016 to January 2017 in Los Angeles, California. 24 22. The Artzis confirm with Larry that the Look Book Series will be airing in the 25 Fall of 2017 on Pop TV and the Benaroya was arranging the financing. Once Zia on behalf of 26 Tragic Kiss tells Larry to move forward with Fashion Avenue, Larry and the Artzis orally 27 negotiate the terms of the Sponsorship Agreement in or around November of 2016. These terms, - 6- COMPLAINT 1 essentially agreed upon by the Parties in November of 2016, are reduced to writing in or around 2 January 9, 2017. Plaintiff Metan Development as the agent for LJN Media entered into a 3 Memorandum of Understanding with Fashion Avenue on January 9, 2017 (“MOU”). A copy of 4 the MOU shall be filed under seal as Exhibit “’2” to the Complaint upon entry of a court order 5 authorizing the filing. 6 23. Once these terms of the MOU are reduced to writing, LJN Media through its 7 agent Metan Global Entertainment and the Artzis also negotiate terms for the production of the 8 Look Book Series in China (“China Look Book Series”) in a separate Memorandum of 9 Understanding (“China MOU”). Under the China MOU, which was also reduced to writing, the 10 Fashion Avenue, the Artzis and Benaroya would receive a per episode license fee for the 11 domestic United States episodes, a percentage of the production budget of the China Look Book 12 Series and percentage of net profits. Plaintiff Metan Global Entertainment is the production 13 company responsible for the development of the China Look Book Series. According to the 14 China MOU, the Chinese version of the Look Book Series will be based upon the script of the 15 original American production of the Look Book Series but with Chinese actors and expanded to 16 develop original storylines of its own. The Artzis and Benaroya hold the only surviving copy of 17 the China MOU. Plaintiffs have demanded production of the China MOU from the Artzis, but it 18 has not been produced. Once the China MOU is obtained from Defendants, it shall be filed 19 under seal with the court as Exhibit “3”. 20 24. As a material term of the MOU, Defendants were to form a limited liability 21 company which would be the entity to hold and use the funds for the Tragic Kiss brand 22 sponsorship and produce the Look Book Series. On or about March 8, 2017, pursuant to the 23 agreement of the parties, Fashion Avenue TV LLC was formed. Irv Holender and Defendants 24 Barry Rosen, Liron, and Ami were managing members of the company, ratified, acknowledged 25 and acquiesced in the representations and concealments of the Artzis and Benaroya, and 26 conspired together to conceal material facts from Plaintiffs, that included, among other things, 27 - 7- COMPLAINT 1 that Fashion Avenue and Feltes had abandoned the project and that that Benaroya would not be 2 financing or arranging the financing of the Look Book Series. 3 25. Subsequently, Zia asks Larry to include his company in the China production of 4 the Look Book series and Tragic Kiss makes an additional payment for such rights of $50,000. 5 Zia also authorizes LJN Media, LLC to use a portion of the money paid under the Sponsorship 6 Agreement to be applied to the China Look Book Series that has hired writers and brought on 7 investors. This money is used on the Chinese production. However, the Chinese production at 8 all material times is dependent upon the production and airing of the American television series 9 that it was to emulate. Because Defendants failed to develop any script, except for the pilot, the 10 China Look Book Series could not be produced. 11 26. LJN invests at least $150,000.00 in the production of the China Look Book 12 Series based upon the representations of Benaroya and the Artzis. Through Plaintiff Metan 13 Global Entertainment, Larry successfully lines up investors for the China Look Book Series, 14 and is ready to move forward, but cannot proceed without a script for the Look Book Series. 15 27. Zia meets with the Artzis repeatedly for production meetings for the purpose of 16 integrating the Tragic Kiss brand into the Fashion Avenue script. 17 28. The Artzis inform Zia and Larry that they have lined up a successful lead writer 18 and showrunner, Alyson Feltes, known for her work on the Ozarks television series. When the 19 production does not progress as planned, the Artzis belatedly notify Larry that Feltes has 20 conflicting commitments on her other projects and that her mother in Canada has suffered a 21 series illness. The Artzis never doubt that the Look Book Series would be made and provide a 22 series of encouraging reports to Plaintiff regarding the progress of production. 23 29. With Feltes joining the production, the Artzis state that they believe that a major 24 network might pick up the series. The Artzis and Benaroya report that Feltes mother has 25 suffered a severe illness and that she has not been able to draft the script. Zia is informed of 26 these developments and agrees that the production date should be moved. 27 - 8- COMPLAINT 1 30. With the advent of the COVID 19 pandemic, the Artzis report that the production 2 has been further delayed. Zia is notified and agrees to delay production. 3 31. The Artzis cease any meaningful communication with Larry and fail to account 4 for the money invested in the Look Book production. Benaroya steps in and agrees to become 5 involved in order to get the production completed. 6 32. Benaroya gave repeated assurances to Larry over several years that the Look 7 Book Series was progressing, confirmed the involved of top talented director, and the casting by 8 renown actors. Based upon these positive reports, LJN Media invested another $25,000.00 into 9 the production in or around December of 2018 in reliance on these representations. These 10 representations turned out to be false. 11 33. On August 23, 2020, the Artzis report that they have unilaterally, and without the 12 consent of Plaintiffs, at some undisclosed time, contracted out the Look Book production to 13 Omnifilm, a Canadian company. For the first time the Artzis provide a very general accounting 14 of expenditures of Plaintiff LJN Media investment in the Look Book Series. Amin writes Larry 15 that most of LJN Media’s investment in the production has been transferred to Omnifilm. Ami 16 assures Larry that the transfer was necessary to facilitate the production of Look Book and that 17 Alyson Feltes, despite being overbooked and dealing with the illness of her mother, was 18 “essential” to the production because Omnifilm was a Canadian company and Feltes was 19 Canadian. On August 23, 2020, Ami represents to Larry “I am quite confident that as soon as 20 the Virus situation clears up we will resume its progress in full speed.” 21 34. After August 23, 2020, Defendants provided no accounting of expenditures of 22 Omnifilm, and never disclosed to terms of the production of the Look Book Series with 23 Plaintiffs. Despite repeated reassurances from Defendants that the Look Book Series was 24 progressing and would be completed and aired, the only script ever provided was the pilot. 25 35. Even after Plaintiffs filed the instant action, Defendants assured Larry that the 26 Look Book Series would be completed, and the MOU and China MOU honored. 27 - 9- COMPLAINT 1 36. In or around December 2023, it became evident that Defendants, despite their 2 prior assurances, had abandoned the Look Book Series. As a result, on December 6, 2023, 3 Plaintiffs made a legal demand on the Artzis and Fashion Avenue to complete the Look Book 4 Series and share documentation related to the series or face legal action. In January of 2024, 5 Plaintiffs offered to complete the Look Book Series if the Artis agreed to transfer to them 6 Fashion Avenue’s interest in the series. Because Fashion Avenue would not release the rights 7 to the Look Book Series to Plaintiffs or commit to completing the series, Plaintiffs have filed 8 the instant action against them and those responsible for the abandonment of the project. 9 37. Defendants made a series of representations and assurances to lull Plaintiffs into 10 a sense of security believing that they intended to complete the Look Book Series and China 11 Look Book Series. Upon information and belief, these representations and assurances were 12 made to convince Plaintiffs not to commence legal action against them. 13 38. Based upon the unlawful and wrongful acts and omissions of Defendants, and 14 each of them, Larry, LJN Media and Metan Development have been named in the Complaint of 15 Zia Islam, Case No. 21STCV31047, on August 23, 2021 (“Islam Complaint”). 16 FIRST CAUSE OF ACTION 17 BREACH OF CONTRACT - MOU 18 (Plaintiffs Against Defendants) 19 39. Plaintiffs re-allege and incorporate by reference the allegations contained in the 20 above stated paragraphs as if fully set forth herein. 21 40. Pursuant to the terms of the MOU, Defendants agreed to integrate the Tragic 22 Kiss brand into the storyline of the Look Book Series. LJN Media through its agent Metan 23 Development agreed to pay $200,000 for the integration of the Tragic Kiss brand into four 24 episodes of the Look Book Series that would air on Pop TV in the Fall of 2017. A copy of the 25 MOU shall be filed under seal with the Court as Exhibit “2”. The parties agreed that the money 26 paid under the MOU would be “used for writing of the first 3 scripts, legal expense and 27 incidental expenses related to the TV series.” - 10- COMPLAINT 1 41. As a material term of the MOU, the parties agreed that the Artzis and Benaroya 2 would establish Fashion Avenue as the production company for the Look Book Series, which 3 would be maintained in good standing. 4 42. Defendants repeatedly gave assurances to LJN Media that they would integrate 5 the Tragic Kiss brand into the Look Book Series script, however, to date, Plaintiffs have only 6 received a script for the pilot of the production. 7 43. Plaintiffs have performed all covenants, conditions, and obligations imposed 8 upon them pursuant to the MOU or have otherwise been excused from performance under the 9 MOU. 10 44. Defendants breached the terms of the MOU by failing to complete the scripts 11 other than the pilot, failing to finance the Look Book Series, failing to integrate the Tragic Kiss 12 brand into four episodes of the Look Book Series, failing to complete the production, failing to 13 air the Look Book Series, abandoning the Look Book Series, and expending sums paid under 14 the MOU beyond the scripts, legal expense, and incidentals. 15 45. Defendants breached the terms of the MOU by failing to timely account for the 16 investment of LJN Media under the MOU. 17 46. Defendants breached the terms of the MOU by unilaterally transferring 18 production from Fashion Avenue to a third-party entity, Omnifilm Entertainment, failing to 19 account for the alleged $93,707 that was transferred to the company, and failing to keep Fashion 20 Avenue in good standing with the California Secretary of State. 21 47. Because Defendants failed to produce the Look Book Series or integrate the 22 Tragic Kiss brand into 4 episodes, Plaintiffs were damaged in the amount to be proven at time 23 of trial, including but not limited to at least $150,000 invested in the China Look Book Series, 24 because the China Look Book Series was unable to be made or aired. 25 48. As a direct and proximate result of Defendants’ breach of the MOU, Plaintiffs 26 have been damaged in an amount to be proven at trial, including without limitation, 27 $175,000.00 invested in the Look Book Series. - 11- COMPLAINT 1 49. As late as November 2021, Defendants were providing assurances to Plaintiffs 2 that the Look Book Series would be made and aired. 3 SECOND CAUSE OF ACTION 4 BREACH OF CONTRACT – CHINA MOU 5 (Plaintiffs Against Defendants) 6 50. Plaintiffs re-allege and incorporate by reference the allegations contained in the 7 above stated paragraphs as if fully set forth herein. 8 51. Pursuant to the terms of the China MOU, which was reduced to writing, Fashion 9 Avenue, the Artzis and Benaroya would receive a per episode license fee for the domestic 10 United States episodes, a percentage of the production budget of the China Look Book Series 11 and percentage of net profits. Plaintiff Metan Global Entertainment is the production company 12 responsible for the development of the China Look Book Series. According to the China MOU, 13 the Chinese version of the Look Book Series will be based upon the script of the original 14 American production of the Look Book Series but with Chinese actors and expanded to develop 15 original storylines of its own. 16 52. The Tragic Kiss brand was to be integrated into the storyline of the China Look 17 Book Series. Tragic Kiss paid LJN Media $50,000, plus additional money authorized to be 18 used from the Sponsorship Agreement to develop the China Look Book Series. 19 53. Plaintiffs continued to press Defendants over a period of years to provide the 20 original script for the Look Book Series, but despite Defendants repeated assurances to LJN 21 Media, only the pilot script was ever obtained. 22 54. Plaintiffs have performed all covenants, conditions, and obligations imposed 23 upon them pursuant to the MOU or have otherwise been excused from performance under the 24 MOU. 25 55. Defendants breached the terms of the MOU by failing to complete the scripts 26 other than the pilot, failing to finance the Look Book Series, failing to integrate the Tragic Kiss 27 brand into four episodes of the Look Book Series, failing to complete the production, failing to - 12- COMPLAINT 1 air the Look Book Series, and abandoning the Look Book Series. As a result, the China Look 2 Book Series could not be produced or aired in China. 3 56. Because Defendants failed to produce the Look Book Series or integrate the 4 Tragic Kiss brand into 4 episodes, Plaintiffs were damaged in an amount to be proven at trial, 5 including without limitation, $150,000 invested in the China Look Book Series, because the 6 China Look Book Series was unable to be made or aired. 7 57. As late as November 2021, Defendants were providing assurances to Plaintiffs 8 that the Look Book Series would be made and aired. 9 THIRD CAUSE OF ACTION 10 BREACH OF FIDUCIARY DUTY 11 (Plaintiffs Against Defendants) 12 58. Plaintiffs re-allege and incorporate herein by reference all of the allegations 13 contained in each and every preceding paragraph as though fully set forth herein. 14 59. At all material times alleged herein, Defendants owed Plaintiffs a statutory and 15 common law fiduciary duty of undivided loyalty, honesty, and the highest good faith, and 16 assumed the responsibilities of a trustee toward Plaintiffs as an investor in the Look Book 17 Series. 18 60. Moreover, as a fiduciary, Defendants were obligated to account to Plaintiffs 19 and keep Plaintiffs apprised of material developments impacting Plaintiffs’ investment. 20 61. Defendants owed a duty to Plaintiffs to disclose all information it possessed 21 that adversely impacted the production of the Look Book Series and to respond faithfully to 22 their requests for information. 23 62. Defendants used the money paid under the MOU for other uses not limited to 24 “writing of the first 3 scripts, legal expense and incidental expenses related to the TV series.” 25 63. At all material times, Defendants while acting on behalf of Plaintiffs breached 26 their fiduciary duties to Plaintiffs by failing to account for expenditures on the Look Book 27 Series as alleged herein, failing to accurately report on material developments that prevented - 13- COMPLAINT 1 the production of the Look Book Series as alleged herein, and expending money paid under the 2 MOU for uses not limited to “writing of the first 3 scripts, legal expense and incidental 3 expenses related to the TV series.” 4 64. As a direct and proximate result of the breach of fiduciary duty of Defendants, 5 and each of them, Plaintiffs have suffered special and general damages to be proven at time of 6 trial. 7 65. As a direct and proximate result of the negligence of these Defendants, and each 8 of them, Plaintiffs have faced financial uncertainty based upon the claims against them in the 9 Islam Complaint and have therefore not been able to make necessary and appropriate 10 expenditures for compelling personal and family needs. 11 FOURTH CAUSE OF ACTION 12 DECLATORY RELIEF 13 (Plaintiffs and Larry Against Defendants) 14 66. Plaintiffs re-allege and incorporate by reference the allegations contained in the 15 above-stated paragraphs of this Complaint as if fully set forth herein. 16 67. Actual and present controversies have arisen and now exist between Plaintiffs on 17 the one hand and Defendants, concerning each of their respective rights, obligations, and duties 18 with respect to the MOU and China MOU. 19 68. Plaintiffs contend that these Defendants, and each of them, violated their duties 20 to finance, produce, integrate the Tragic Kiss brand, and air the Look Book Series, and produce 21 the series under Fashion Avenue and account for all funds expended and progress in the 22 development of the series as alleged herein. Upon information and belief, these Defendants 23 deny these allegations. 24 69. Plaintiffs desire a judicial determination and declaration of the rights, 25 obligations, and duties of the parties herein under the laws of California, and a declaration and 26 determination of the parties’ respective rights and duties. 27 - 14- COMPLAINT 1 70. A judicial determination of the rights and obligations of the parties is necessary 2 and appropriate at this time to resolve all of the disputes between the parties. 3 71. Plaintiffs and Larry also seek a determination that they are entitled to be 4 indemnified for any liability in the Islam Complaint from Defendants, according to these 5 Defendants’ respective fault, for the injuries and damages allegedly sustained, if any, by 6 Plaintiffs and Larry. 7 72. In addition, Plaintiffs and Larry seek a determination that these Defendants are 8 liable to indemnify Plaintiffs and Larry due to both their failure to comply with their contractual 9 and legal duties. 10 73. Plaintiffs and Larry deny all liability for the Islam Complaint. But, if they are 11 called to pay any sums (whether paid by settlement or judgement), then they are entitled to be 12 indemnified for said payment from these Defendants according to Defendants’ respective fault. 13 74. Plaintiffs and Larry expressly deny the allegations set forth in Islam Complaint. 14 Should they nevertheless be found liable, then they allege that their acts were passive and 15 secondary, while those of these Defendants were active, primary, and superseding. 16 75. In addition, Plaintiffs and Larry have been compelled to incur attorneys’ fees, 17 court costs, and the expense of the Islam Complaint. Plaintiffs and Larry are entitled to be 18 indemnified from any attorneys’ fees and costs incurred in defense of the Islam Complaint. 19 FIFTH CAUSE OF ACTION 20 EQUITABLE INDEMNITY 21 (Plaintiffs and Larry Against Defendants) 22 76. Plaintiffs and Larry re-allege and incorporate by reference the allegations 23 contained in the above-stated paragraphs of this Complaint as if fully set forth herein. 24 77. Plaintiffs and Larry contend that they are entitled to be indemnified for any 25 liability from the Islam Complaint from Defendants, according to these Defendants’ respective 26 fault, for the injuries and damages allegedly sustained, if any, pursuant to the Islam Complaint. 27 - 15- COMPLAINT 1 78. In addition, Plaintiffs and Larry seek a determination that these Defendants are 2 liable to indemnify Plaintiffs and Larry due to both their failure to comply with their contractual 3 and legal duties. 4 79. Plaintiffs and Larry deny all liability alleged in the Islam Complaint. But, if they 5 are called to pay any sums (whether paid by settlement or judgement), then they are entitled to 6 be indemnified for said payment from these Defendants according to Defendants’ respective 7 fault. 8 80. Plaintiffs and Larry expressly deny the allegations set forth in Islam Complaint. 9 Should they nevertheless be found liable, then they allege that their acts were passive and 10 secondary, while those of these Defendants were active, primary, and superseding. 11 81. In addition, Plaintiffs and Larry have been compelled to incur attorneys’ fees, 12 court costs, and the expense of Islam’s Complaint. Plaintiffs and Larry are entitled to be 13 indemnified from any attorneys’ fees and costs incurred in defense of the Islam Complaint 14 pursuant to California Code of Civil Procedure Section 1021.6. 15 SIXTH CAUSE OF ACTION 16 EQUITABLE CONTRIBUTION 17 (Plaintiffs and Larry Against Defendants) 18 82. Plaintiffs re-allege and incorporate by reference the allegations contained in the 19 above-stated paragraphs of this Complaint as if fully set forth herein. 20 83. In the event of any recovery in the Islam Complaint from Plaintiffs and Larry or 21 any of them, then Plaintiffs and Larry assert that these damages were proximately caused by the 22 primary and active negligence or other fault of Defendants. 23 84. As a direct and proximate result of the primary, active negligence or other fault 24 of Defendants, Plaintiffs and Larry have incurred and continue to incur costs, attorneys’ fees, 25 and other losses and damages in responding to the Islam Complaint. 26 85. By reason of the foregoing, Plaintiffs and Larry are entitled to contribution from 27 Defendant, in an amount of any damages awarded against Plaintiffs and Larry in the above - 16- COMPLAINT 1 captioned action, plus costs of defense and attorneys’ fees incurred representing the proportion 2 of the amount recovered against Plaintiffs and Larry in excess of the amount of fault, if any, 3 attributable to Plaintiffs and Larry. 4 SEVENTH CAUSE OF ACTION 5 BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALINGS 6 (Plaintiffs Against Defendants) 7 86. Plaintiffs re-allege and incorporate by reference the allegations contained in the 8 preceding paragraphs of this Complaint as if fully set forth herein. 9 87. Implied in every contract is an obligation of good faith and fair dealing, which 10 requires the parties to refrain from any acts or omissions that would destroy or materially 11 impede the other party’s right to receive the benefits to which it is entitled under said contract. 12 88. Defendants, and each have them, have breached this obligation by, without 13 limitation, (a) outsourcing the production of the Look Book Series to Omnifilm Entertainment; 14 (b) Failing to account for investment money expended; (c) failing to accurately report on 15 developments in the production of the Look Book Series; (d) failing to provide financing of the 16 Look Book Series; (e) failing to obtain legal and enforceable commitments from Feltes and 17 other talent on the Look Book Series; (f) causing extensive delay to the production of the Look 18 Book Series as a result of negligence and lack of diligence; and (g) abandoning the Look Book 19 Series without notice to Plaintiffs. 20 89. Plaintiffs are informed and believes, and thereon alleges, that Defendants, and 21 each of them, have engaged in acts and omissions alleged herein in breach of the implied 22 covenant of good faith and fair dealing as alleged herein. 23 90. As a proximate result of the actions of the Defendants, and each of them, as 24 alleged herein, Plaintiffs have suffered damages, and will continue to suffer damages, in an 25 amount in excess of the minimum jurisdictional requirements of the Court, subject to proof at 26 trial. 27 // - 17- COMPLAINT 1 EIGHTH CAUSE OF ACTION 2 NEGLIGENT MISREPRESENTATION 3 (Plaintiffs Against Defendants) 4 91. Plaintiffs re-allege and incorporate by reference the allegations contained in the 5 above-stated paragraphs of this Complaint as if fully set forth herein. 6 92. In or around November 2016, and at subsequent times such as in December 7 2018, in order to induce LJN Media to invest in the Look Book Series and not to pursue legal 8 action against them Defendants made material representations of fact which Defendants knew 9 or in the exercise of reasonable care should have known were not true. Defendants had reason to 10 know Plaintiffs would rely upon in entering the Sponsorship Agreement, the MOU and China 11 MOU. Specifically, Defendants represented to Plaintiffs that: 1) the series would air on Pop TV 12 in the Fall of 2017 based upon an agreement reached by the producers; 2) that because 13 Defendants would purchase air time and Benaroya and his company would finance or arrange 14 financing of the production, that the series did not require a network to pick up the series, the 15 production was sure to be made and aired; 3) that the Tragic Kiss brand would be integrated 16 into at least 4 episodes of the first season of the show based upon creative meetings with the 17 head writer; 4) the Look Book Series would be licensed for distribution in modified form in 18 China; 5) Tragic Kiss would have the right to advertise its presence in the Fashion Avenue 19 show; 6) because the series was airing on Pop TV via a time buy, there was no chance of 20 cancellation; 7) if the television series were cancelled or episode featuring the brand did not 21 air, the producers and LJN Media would receive a refund within thirty days; 8) Alyson Feltes 22 was committed to the project and would draft the scripts for the Look Book Series; and 9) the 23 money paid under the MOU would be “used for writing of the first 3 scripts, legal expense and 24 incidental expenses related to the TV series” (hereinafter the “Representations”). 25 93. In addition, Defendants concealed from Plaintiffs that they had essentially 26 abandoned the production of the Look Book Series. 27 - 18- COMPLAINT 1 94. Defendants made these Representations to Larry over the telephone and in 2 personal meetings at the local deli in or around November 2016. 3 95. Moreover, Defendants repeatedly made representation of fact concerning the 4 progress of the Look Book Series, which they knew or should have known, were incomplete, 5 misleading and false. Defendants repeatedly represented to Plaintiffs that the Look Book Series 6 was progressing while withholding adverse fact about the production. In this way, Defendants 7 made series of “half-truths” which they should have known would tend to mislead Plaintiffs. 8 96. The Representations were false and misleading at the time they were made, and 9 Defendants knew or should have known they were false or misleading at the time they were 10 made. 11 97. Plaintiffs relied upon the truthfulness of the Representations by entering into the 12 MOU and China MOU and Sponsorship Agreement, by making further payments to Fashion 13 Avenue, investing in the China Look Book Series development, and notifying Zia Islam of the 14 Representations. 15 98. Plaintiffs were not harmed by the Representations until they learned that 16 Defendants had essentially abandoned the project in January of 2024. 17 99. At the time Defendants made the misrepresentations, disclosures and concealed 18 this vital information from Plaintiffs, Plaintiffs were ignorant of their falsity and believed them 19 to be true. Further, Plaintiffs could not have been aware of the matters concealed that were not 20 disclosed to them and negligently concealed. 21 100. If Plaintiffs had known the true facts they would not have entered into the MOU, 22 China MOU or Sponsorship Agreement, paid over $150,000 to develop the China Look Book 23 Series, or made additional payment of $25,000 under the MOU or shared the Representations 24 with Plaintiffs. 25 101. Therefore, Plaintiffs reasonably relied to their detriment on the Representations. 26 102. As a direct and proximate result of the Representations of these Defendants, and 27 each of them, Plaintiffs have suffered damages in an amount to be proven at time of trial. - 19- COMPLAINT 1 WHEREFORE, Plaintiffs and Larry (on those particular causes of action alleged 2 herein) pray for judgment against Defendants as follows: 3 FIRST CAUSE OF ACTION – BREACH OF CONTRACT 4 1. Special, compensatory, and consequential damages according to proof of time of 5 trial. 6 2. For attorneys’ fees pursuant to California Code of Civil Procedure Section 7 1021.6 and the Tort of Another doctrine. 8 SECOND CAUSE OF ACTION – BREACH OF CONTRACT 9 1. Special, compensatory, and consequential damages according to proof of time of 10 trial. 11 2. For attorneys’ fees pursuant to California Code of Civil Procedure Section 12 1021.6 and the Tort of Another doctrine. 13 THIRD CAUSE OF ACTION – BREACH OF FIDUCIARY DUTY 14 1. Special, compensatory and consequential damages according to proof of time of 15 trial. 16 2. General damages according to proof at time of trial. 17 3. For attorneys’ fees pursuant to California Code of Civil Procedure Section 18 1021.6 and the Tort of Another