2016 05:16 pm - courthouse news servicerobert diggs is an owner and/or partner of diggs family. 20....
TRANSCRIPT
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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LAMONT HAWKINS, GROUCH MUSIC and
INFINITY MACHINE ENTERTAINMENT, INC.
Plaintiffs,
Index No:
v.
COMPLAINT WU-TANG PRODUCTIONS, INC.,
WU-MUSIC GROUP, LLC, WU-TANG RECORDS, INC.
WU-TANG PUBLISHING, INC., ROBERT DIGGS
DIGGS FAMILY MUSIC, INC., and MITCHELL DIGGS
Defendants.
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Plaintiffs Lamont Hawkins p/k/a/ U-God (“Hawkins”), Grouch Music (“Grouch”) and
Infinity Machine Entertainment, Inc. (“Infinity”) (collectively the “Plaintiffs”) by its attorneys,
Jekielek & Janis LLP, as and for its Complaint against defendants Wu-Tang Productions, Inc.
(“WTP”), Wu-Music Group, LLC (“WMG”) Wu-Tang Records, Inc. (“WTR”), Wu Tang
Publishing, Inc. (WuPub), Robert F. Diggs p/k/a RZA (“RZA”), Diggs Family Music, Inc.
(“Diggs Family”) and Mitchell Diggs (“Diggs”) (WTP, WMG, WTR, RZA, Diggs Family and
Diggs are collectively referred to herein as “Defendants”), hereby allege as follows:
I. NATURE OF THE ACTION
1. Hawkins is professionally known as U-God and is a recording artist, writer and
one of the original members of the hip-hop collective the “Wu-Tang Clan”.
2. Since its first commercial release in 1993, the Wu-Tang Clan and its members
have sold millions of albums worldwide, collectively and individually as solo artists, including
three certified platinum group albums and one certified gold album.
FILED: NEW YORK COUNTY CLERK 11/29/2016 05:16 PM INDEX NO. 656227/2016
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 11/29/2016
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3. From 1993 up and through 2014, Hawkins, in his individual capacity and through
his furnishing entities, entered into a series of contracts with the Defendants where he granted the
Defendants rights to exploit and/or administer his written music, his recording services and his
image, name and likeness on and in connection with the Wu-Tang Clan group albums, group
members solo albums and the sale of Wu-Tang Clan merchandise.
4. Despite all of the commercial success enjoyed by the Wu-Tang Clan, to date, the
Defendants have not provided a formal accounting and they have not paid Hawkins the royalties
and other income due to the Plaintiffs under their agreements, including but not limited artist
royalties, mechanical royalties, public performance royalties, profits from the sale of
merchandise and/or any licensing fees.
5. Despite recent demands upon the Defendants for a proper accounting and
payment of monies owe to the Plaintiffs, the Defendants have failed to comply.
6. The Plaintiffs have brought this action seeking payment of all royalties owed to
Hawkins pursuant to his agreements with the Defendants for the last six (6) years.
7. Additionally, due to the Defendants failure to account and comply with the terms
of their respective agreements with the Plaintiffs, the Plaintiffs seek and order from the Court
which terminates the Defendants rights in connection with Hawkins written compositions,
clarifies Hawkins ownership rights in his written music and which all royalties or income due to
Hawkins under his agreement with the defendants to be made through a receiver, administrator,
trustee or non-interested third party.
II. THE PARTIES
8. Plaintiff Hawkins is a citizen of the state of New York who resides in Richmond
County, New York.
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9. Plaintiff Grouch is a New York sole proprietorship and is owned, operated and
controlled by Hawkins solely for the purpose of collecting income in connection with the
publisher share of his written compositions.
10. Plaintiff Infinity is a New Jersey corporation, incorporated by Hawkins for the
purpose of furnishing his services as a recording artist and writer to defendant WMG and
pursuant to its written agreement.
11. Defendant Wu-Tang Productions, Inc. (WTP) was a New York corporation duly
registered and licensed pursuant to the laws of the State of New York on August 4, 1992 through
October 25, 2011. Upon information and belief, since October 26, 2011 the New York
Department of State dissolved WTP by proclamation and annulled its authority to conduct
business. Notwithstanding the annulment of WTP’s authority to conduct business in the State of
New York, WTP was, is and remains an unincorporated business actually conducting business
within the State of New York under the WTP name and/or doing business as “Wu-Tang
Publishing” and/or doing business through its successor-in-interest as Wu-Tang Music Group,
LLC.
12. In addition to being a citizen of the State of New York, upon information and
belief, on or about September 17, 1996, individual defendants Robert Diggs and Mitchell Diggs
caused Wu-Tang Productions, Inc., (WTP) to be registered as a domestic partnership with the
Department of State for the State of New Jersey and WTP was a New Jersey domestic
partnership at all times relevant in this Complaint.
13. Defendant Wu-Tang Records, Inc. (WTR) was a New York corporation duly
registered and licensed and to conduct business within the State of New York until January 26,
2017. Upon information and belief on January 27, 2010 the New York Department of State
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dissolved WTR by proclamation and annulled its authority to conduct business. Notwithstanding,
the annulment of WTR’s authority to conduct business in the State of New York, since January
27, 2010, WTR was, is and remains an unincorporated business actually conducting business
within the State of New York.
14. Defendant Wu-Tang Music Group, LLC (WMG) is a limited liability company
formed pursuant to the laws of the State of New York on June 28, 2005, with its principal place
of business located in the County of New York.
15. Upon information and belief, Wu-Tang Music Group, LLC (WMG) is the legal
successor-in-interest of Wu-Tang Productions, Inc. (WTP) and all of its rights and obligations
under the agreement(s) between Hawkins and Wu-Tang Productions, Inc. (WTP) as they relate
and pertain to the WTC Masters (as defined below) and/or WTC Merchandise (as defined
below).
16. Upon information and belief, Wu-Tang Music Group, LLC (WMG) is the legal
successor-in-interest of Wu-Tang Records, Inc. (WTR) and all of its rights and obligations as set
forth and contained in the agreement(s) between Hawkins and Wu-Tang Records, Inc. (WTR)
and Redemption (as defined below).
17. Defendant Wu-Tang Publishing, Inc. (WuPub) was a New York corporation duly
licensed to conduct business within the State of New York.. Upon information and belief, since
December 29, 1999 the New York Department of State dissolved WuPub by proclamation and
annulled its authority to conduct business. Notwithstanding the annulment of WuPub’s authority
to conduct business in the State of New York, WuPub was, is and remains an unincorporated
business actually conducting business within the State of New York.
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18. Upon information and belief, Wu-Tang Publishing (WuPub) is the assumed name
and/or legal successor-in-interest of Wu-Tang Productions, Inc. and all of its rights and
obligations under the agreement(s) between Hawkins and Wu-Tang Productions, Inc. (WTP) as
they relate and pertain to the Compositions (as defined below) written by the members of the
Wu-Tang Clan.
19. Defendant Robert F. Diggs p/k/a RZA is a citizen of the State of New York and
maintains his primary residence is Richmond County, New York. Upon information and belief,
at all times relevant to this Complaint, the RZA was and is (i) a majority shareholder, owner and
officer of WTP, WTR, WMG and WuPub (collectively the “Wu Entities”) and (ii) performed
and performs all such duties on behalf of Wu Entities while each of the foregoing were duly
licensed to conduct business and/or dissolved, unincorporated and without the authority of the
New York and/or New Jersey Department of State. Upon information and belief, defendant
Robert Diggs is an owner and/or partner of Diggs Family.
20. Diggs Family Music, Inc. is a citizen of the State of New Jersey and since on or
about December 12, 1996, was and/or is a domestic partnership duly formed and organized
pursuant to the laws of the State of New Jersey with its principal place of business located in
New York County, New York.
21. Defendant Mitchell Diggs is a citizen of the State of New York and maintains his
primary residence is Richmond County, New York. Upon information and belief, at all times
relevant to this Complaint, Diggs was and is (i) the sole owner and/or shareholder of Diggs
Family and/or was a co-owner and partner thereof along with defendant Robert Diggs; (ii) a
majority shareholder, owner and officer of the Wu-Entities; and (iii) performing all such duties
on behalf of Diggs Family and the Wu-Entities, while each of the foregoing were duly licensed
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to conduct business and/or dissolved, unincorporated and without the authority of the New York
and/or New Jersey Department of State.
22. Upon information and belief, at all times since each of the Wu-Entitles and Diggs
Family were formed to date, defendants Robert Diggs and Mitchell Diggs dominated and
controlled the business and affairs of the Wu-Entitles in such a manner and to such an extent that
the Wu-Entitles and Diggs Family were the alter-egos of the Robert Diggs and Mitchell Diggs.
23. Upon information and belief, Robert Diggs and Mitchell Diggs abused the
privilege of doing business in the corporate form of the Wu-Entities to perpetrate a wrong
against the Plaintiff, specifically, to exploit the Defendant’s music for their own personal gain
and benefit and as such retained all income payable to the Plaintiffs pursuant to the contracts
which are the subject matter of this Complaint.
24. Upon information and belief, at all times relevant herein to date, Robert Diggs
and Mitchell Diggs (i) were the sole owners of the Wu-Entities; (ii) used their domination of the
Wu-Entitles to exercise exclusive control over any and all income, bank accounts, finances
and/or the business dealings and direction of each and every one of the Wu-Entitles; (ii) did not
observe any corporate formalities in connection with their ownership and operation of the Wu-
Entities, including but not limited to their failure to create or enforce company by-laws, draft
operating and/or shareholders agreements, prepare and file tax returns and/or pay their or
franchise taxes to New York State; (ii) were undercapitalized as evidenced by the failure of the
Wu-Entitles account and/or pay Plaintiff and other members of the WTC income due under
certain agreements; (iii) and/or used corporate funds for personal use. Additionally, any and all
assets of the Wu-Entitles were appropriated by Robert Diggs and Mitchell Diggs prior to their
dissolution.
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25. Upon information and belief, after the annulment of the authority of WTP, WTR
and WuPub,, the defendants Robert Digg and Mitchell Diggs have continued to operate the Wu-
Entitles as if they were active, in good standing and to collect income generated by the music
written and performed by Hawkins as a member of the Wu-Tang Clan or individually.
III. JURISDICTION AND VENUE
26. This Court has personal jurisdiction over all of the Wu-Entitles because at all
times material hereto they have continuously engaged in, operated and conducted its business
within the State of New York.
27. This Court has personal jurisdiction over defendant Diggs Family Music, Inc.
pursuant to the forum selection clause/provision within the co-publishing agreement it entered
into with Hawkins and which is subject matter of Hawkins claims against Diggs Family Music,
Inc. Furthermore, maintains its principal place of business in New York County.
28. This Court has personal jurisdiction over defendant Robert Diggs because he was
and is the sole owner and/or co-owner of all Wu-Entitles, he maintains his primary residence in
the State of New York and he has continuously engaged and conducted business in the State of
New York, through the Wu-Entities and otherwise.
29. The Court has personal jurisdiction over defendant Mitchell Diggs because he is a
citizen of the State of New York, maintaining his primary residence in Richmond County, New
York and continues to conduct business in New York through the Wu-Entities and/or Diggs
Family Music, Inc.
30. This Court has subject matter jurisdiction pursuant to N.Y. CONST. art. VI, § 7(a)
and N.Y. JUD. LAW § 140-b. The value of Plaintiff’s claim exceeds Twenty Five Thousand
($25,000.00) Dollars.
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31. Venue is proper in New York County pursuant to N.Y. C.P.L.R. § 503(a) because
one or more defendant resides herein and the contracts entered into with the Defendants call for
disputes arising from those agreements to be brought in New York County.
IV. FACTS ALLEGED IN SUPPORT OF ALL CLAIMS
A. MEMBERS OF THE WU-TANG CLAN
32. Hawkins, a song writer, recording artist and performer of rap music and hip-hop,
is one of the original members of the hip-hop collective known as the Wu-Tang Clan.
33. The Wu-Tang Clan was founded by defendant Robert Diggs (the “RZA”) in 1992,
and the RZA assembled the group’s members, with the first iteration of the Wu-Tang Clan
comprised of five (5) members.
34. By 1993 the Wu-Tang Clan was comprised of nine (9) individuals, specifically
(i) Robert Diggs p/k/a RZA; (ii) Clifford Smith p/k/a Method Man; (iii) Corey Woods p/k/a
Raekwon (iv) Dennis Coles p/k/a Ghostface Killah; (v) Jason Hunter p/k/a Inspectah Deck; (vi)
Elgin Turner p/k/a Masta Killa; (vii) Russell Jones p/k/a Ol’ Dirty Bastard (now deceased); (viii)
Gary Grice p/k/a GZA and (ix) the plaintiff, Lamont Hawkins p/k/a U-God (the nine recording
artists that comprise the group professionally known as the Wu-Tang Clan are collectively
referred to herein as “the WTC” and/or “WTC Group” and are individually referred to herein as
a “Member” and/or “WTC Member”).
B. WTC GROUP ALBUMS & SOLO ALBUMS (“MASTERS)
35. Since forming in 1993, the Defendants have released and/or caused to be released
through a third party, dozens upon dozens of WTC Group, Member and/or WTC affiliate
projects, including but not limited to no less than six (6) WTC Group studio albums; one (1)
WTC Group live performance album; one (1) WTC greatest hits album; one (1) theatrical
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release soundtrack by the WTC; two (2) remix and/or compilation albums featuring music from
WTC Albums and at least one (1) specialty limited release.
36. The following albums, all of which were released by, through and/or pursuant to a
license granted by the Defendants for commercial purposes, are the subject matter of this
Complaint and the Plaintiff’s causes of action set forth herein: (i) Enter the Wu-Tang (“Album
1”); (ii) Wu-Tang Forever (“Album 2”); (iii) The W (“Album 3”); (iv) Iron Flag (“Album 4”);
(v) Disciples of the 36 Chambers (“Album 5”); (vi) Legend of the Wu-Tang Clan (“Album 6”);
(vii) 8 Diagrams (“Album 7”); (viii) A Better Tomorrow (“Album 8”); (ix) Playlist: The Very
Best of Wu-Tang Clan (Album 9); (x) Wu Tang: Enter the Dubstep (Album 10); (xi) the movie
soundtrack entitled “The Man with the Iron Fists 2” (Album 11); and (xii) a specialty WTC
album sold at auction, Once Upon a Time in Shaolin (“Album 12”)(Album’s 1 through 12 and
all master sound recordings comprising each album are collectively referred to herein as the
“WTC Albums”, are individually referred to at times as a “WTC Album” and are identified on
Schedule 1 ).
37. All the WTC Albums feature music that was written and performed by Hawkins.
38. In addition to the Defendants commercial release and continued exploitation of
the WTC Albums as of the date of this Complaint, shortly after the Album 1 was commercially
released, the Defendants began to release WTC Member solo albums pursuant to the various
recording and third party distribution agreements entered by one or more of the Defendants as
detailed below.
39. All the WTC Member solo albums that Defendants commercially released were
comprised of master sound recordings featuring the recorded performances and written
compositions of one or more WTC Member, including but not limited to Hawkins.
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40. Hawkins written compositions and recorded performances are featured on at least
six (6) different WTC Member solo albums, one (1) WTC affiliate solo album; and Hawkins
own solo album, all of which were commercially released and continue to be exploited by the
Defendants as of the date of this Complaint.
41. The solo albums released by the Defendants which are the subject matter of this
Complaint and one or more of the Plaintiff’s causes of action, including but not limited to
Hawkins own solo album, are identified on Schedule 2 annexed hereto and are collectively
referred to herein as the “Solo Albums” or individually a “Solo Album).
42. Along with the WTC Albums and Solo Albums that were being released, per an
agreement with WTR, Hawkins released his own solo album in 1999 entitled “Golden Arms:
Redemption” (hereinafter “Redemption”). Each master sound recording included on Redemption
embodies the recorded performances of songs written by Hawkins in whole and/or in part. A list
of each master and composition which comprise Redemption is set forth in Schedule 2.
43. The individual master sound recordings comprising all WTC Albums and the
Solo Albums, including but not limited to Redemption, as detailed on Schedule 1 and Schedule 2
respectively, are collectively referred to herein as the “Masters” and individually referred to as a
“Master”.
C. MUSIC WRITTEN BY LAMONT HAWKINS P/K/A U-GOD (“COMPOSITIONS”)
44. In addition to the Defendants having rights in and to the Masters, including but
not limited to those Masters which featured the recorded performance of Hawkins, as detailed
below, the Plaintiffs entered into co-publishing and/or administration agreements with the
Defendants whereby the Defendants were assigned and ownership interest and the right to collect
income generated by lyrics/music written by Hawkins.
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45. Since joining the WTC in or around 1993, Hawkins has written lyrics and musical
compositions, in whole or in part, which are embodied in and/or on approximately 170 master
sound recordings that were commercially released by the Defendants and/or third parties,
including but not limited to the (i) Masters, (ii) additional Member Albums; (iii) additional “U-
God albums” released after Redemption; (iv) albums, mixtapes, remixes and/or compilations by
recording artists released by non WTC Members, including but not limited to as a side/feature or
guest artist.
46. The musical compositions written by Hawkins that have been commercially
released to date, by the Defendants or otherwise and which the Defendants have an ownership
interest, economic interest and/or administer are collectively referred to herein as the
“Compositions”. A true and accurate list of the Compositions which are the subject matter of
this Complaint and one or more of Plaintiff’s causes of action against the Defendants are
annexed hereto as Schedule 3.
D. WTC GROUP AND MEMBER IMAGES IN/ON MERCHANDISE
47. Along with the rights in and to the Masters and Compositions, by virtue of the
agreements entered into by and between the Plaintiff and Defendants, the Defendants had the
rights to use and incorporate the names, images, portraits and likeness of the WTC Members
individually and/or collectively, into a variety of merchandise and goods, including but not
limited to clothing, apparel and accessories.
48. Subject to any definitions contained herein and in connection with a specific
agreement, all merchandise and goods sold by the Defendants bearing the images, names,
likeness and/or portrait of Hawkins (individually and/or with one or more of the other WTC
Members) is generally referred to herein as the “WTC Merchandise”.
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49. The Defendants and their licensees have generated millions of dollars through the
sale of WTC Merchandise to fans of the WTC, including but not limited to live concerts, online
and/or in stores.
50. Notwithstanding the longstanding commercial success of the WTC and its
Members, to date, neither Hawkins and/or his furnishing entities, have received a true and
accurate accounting or payment of royalties, profits and/or income from the Defendants in
connection the Masters, Compositions, WTC Merchandise and/or any other income streams and
revenue owed to the Plaintiffs pursuant to their respective agreements with the Defendants.
51. The Plaintiffs’ rights to receive full and accurate accountings and payments in
connection with the Masters, Compositions, WTC Merchandise and/or as otherwise, derive from
the express terms of the below agreements/contracts.
E. WTC RECORDING AGREEMENTS AND COMMERCIAL RELEASES
(1) The Wu Tang Productions, Inc. Agreement
52. In or around December of 1992, WTP entered an Exclusive Recording Artist
Agreement with WTC Members Dennis Coles p/k/a Ghostface Killer(a), Russell Jones p/k/a Ol’
Dirty Bastard, Corey Woods p/k/a Raekwon a/k/a Shallah Raekwon and Gary Grice p/k/a GZA
a/k/a Genius, as stated in the agreement “individually and collectively as the “Wu-Tang Clan”
for the purpose of making master recordings (hereinafter the “WTP Agreement”).
53. In or around December of 1992 WTP was wholly owned, operated and controlled
by defendants and brothers Robert Diggs p/k/a RZA and Mitchell Diggs. Robert Diggs p/k/a
RZA executed the WTP Agreement on behalf of, and as the authorized representative of WTP.
54. At the time the WTP Agreement was entered Robert Diggs p/k/a RZA was a
Member of the WTC Group. Notwithstanding the foregoing, the WTP Agreement did not
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identify or name Robert Diggs p/k/a RZA as a WTC Member and he did not execute the WTP
Agreement in the capacity of a WTC Member. A true and accurate copy of the original WTP
Agreement dated as of December, 1992 is annexed hereto as Exhibit A.
55. Based on the foregoing, Robert Diggs p/k/a RZA was not a party to the WTP
Agreement and he did/does not have the interests, rights or obligations in the WTP Agreement
that the WTC Members did/do. Rather the RZA’s interests in the WTP Agreement were by and
through his ownership interest in and to WTP.
56. In or around December of 1992, four (4) of the WTC Members (not including
Robert Diggs p/k/a RZA) did not sign the WTP Agreement, including but not limited to
Hawkins. Exhibit A.
57. Notwithstanding the preceding statement of fact, the four (4) WTC Members who
did not execute the WTP Agreement executed the WTP Agreement and became parties thereto
on a later date and each of those Members, including Hawkins, appeared on the first WTC
Album released on or about November 9, 1993.
58. The material terms and conditions of the WTP Agreement and the rights granted
to WTP by the WTC Members, excluding Robert Diggs p/k/a the RZA, are summarized as
follows:
i. WTC agreed to furnish their recording services exclusively to WTP for
Five separate Contract Periods (Ex. A, Para. 2);
ii. WTP was granted the right to assign any or all of the master recordings
which were recorded by the WTC during the Term to a third party record
label or distributor for the commercial release and exploitation (Ex. A,
Para. 14);
iii. WTC granted WTO the right to extend the term of the WTP Agreement,
after the end of the First Contract Period WTP had four (4) irrevocable
options to extend the term by and through a “Second”, “Third”, “Fourth”
and “Fifth” Contract Period (each individually an “Option Period” or
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collectively the “Option Periods”). The length of each Option Period could
be extended to be “co-terminus with the contract period” of any third party
distribution agreement Company had furnished WTC’s recording services
to (Ex. A, Para. 1);
iv. During each Option Period, WTC was required to deliver no less than one
(1) full-length WTC album to WTP. In addition to which, WTP had the
right to require WTC’s delivery of additional masters in an amount equal
to a second WTC Group album (Ex. A, Para. 3);
v. The WTC Members assigned and transferred all of their respective
copyright and/or ownership interests in “all master recordings recorded”,
individually and/or collectively, under the WTP Agreement (including the
Masters) and all audiovisual works made in connection with the masters
(“Videos”) (Ex. A, Para. 7);
vi. WTC members granted WTP the exclusive right throughout the word
manufacture, distribute and sell goods and merchandise which
incorporated the names and images of the WTC members (WTC
Merchandise as defined above), collectively and individually (Ex. A, Para.
17);
vii. Additionally, the WTP Agreement contained a co-publishing and
administration provision whereby WTP was assigned a Fifty (50%)
Percent interest in all compositions written by the WTC Members, in
whole or in part, during the Term (“WTC Compositions” herein and
defined as “Controlled Compositions” in the WTP Agreement). Of note,
the language contained in the WTP Agreement does not expressly state
whether the assignment to WTP by each WTC member was limited to the
“publisher’s share” or the “writers share” of each Controlled Composition
or pertained to both (Ex. A, Para. 19).
viii. Pursuant to Paragraph 19 of the WTP Agreement, the individually and
collectively, assigned to WTP an undivided fifty percent (50%) interest in
the “worldwide copyright, all renewals and extensions thereof, and all
other rights in and to each Controlled Composition” (the “WTP
Assignment”) released under the WTP Agreement and which WTP shall
exclusively administer all rights therein. (Ex. A,19(a)(ii).
59. In consideration for all of the rights granted to WTP throughout the entirety of the
WTP Agreement, WTP agreed to and was obligated to pay to all WTC Members, collectively, an
amount equal to Fifty (50%) of all “NET” monies paid to, received and/or collected by WTP
from third parties in connection with the commercial exploitation of:
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i. all Masters (advances & royalties) (Ex., Para 4);
ii. all Videos of the Masters (Ex. A, Para 18);
iii. all WTC Merchandise (Ex. A, para 17);
iv. all WTC Compositions (Ex. A, para 19)
60. The WTP Agreement is silent as to how income payable to the WTC Members
thereunder was to be allocated and/or apportioned amongst them, including any and all royalties
from the sale of Masters and/or the commercial exploitation of the WTC Compositions.
61. The WTP Agreement does not state with any specificity, the amount, portion or
percentage of the above stated income streams that each WTC Member that was a party to the
WTP Agreement would receive.
62. The WTP Agreement does not expressly provide for the allocation and payment
of income based on the number of: (i) Masters each Member appeared on; (ii) Videos each
Member appeared in; and/or (iii) WTC Merchandise each Member’s image was used on.
63. The WTP Agreement does not expressly provide how income generated by the
WTC Compositions is to be paid to each WTC Member, proportionately to their respective
writing contribution, share or “split”, or otherwise.
64. Therefore, all income payable to the individual WTC Members under the WTP
Agreement in connection with any WTC Albums, Videos and WTC Merchandise delivered and
released during its term was to be paid to the WTC Members that were parties thereto, including
Hawkins, in seven (7) equal portions.
65. As alleged above, Robert Diggs p/k/a RZA’s interests under the WTP Agreement
are through his ownership of WTP, not as a Member of WTC, and therefore he is not entitled to
a pro-rata share of this income.
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66. Additionally, Elgin Turner p/k/a Masta Killa was not a party to the WTP
Agreement, leaving 7 WTC Members as parties thereto and with an interest in and to the
royalties payable by WTP thereunder.
67. However, income in connection with each WTC Composition was to be paid by
WTP to the WTC Members proportionately with their respective writing contribution(s) to the
WTC Compositions, not automatically in seven (7) equal portions.
68. The express terms and provisions of the WTP Agreement require WTP to account
and pay royalties owed to the WTC Members from the Masters, Videos, WTC Merchandise and
WTC Compositions within forty-five (45) days after WTP receives payments from any
“Distributor” (defined below) or third party that was granted rights to commercially exploit the
Masters, Videos, WTC Merchandise and WTC Compositions.
69. Notwithstanding the preceding statement of fact, WTP was obligated to account
and pay all income owed to the WTC Members no less than two (2) times each calendar year.
70. Royalties were payable under the WTP Agreement once WTP had recouped any
advances it had paid to the WTC Members and/or bonafide costs/expenses incurred and paid in
connection with the Masters, Videos and WTC Merchandise,
(2) The 1996 Amendment to the WTP Agreement
71. The WTP Agreement entered in December of 1992 was controlling between the
Defendants and the WTC Members for approximately four (4) years until in or around the Fall of
1996, when it was amended pursuant to a written amendment (the “WTP Amendment”).
72. On November 7, 1996, the seven (7) WTC Member, including Hawkins, executed
the WTP Amendment. A true and accurate copy of the WTP Amendment is annexed hereto as
Exhibit B.
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73. By and through his execution of the WTP Amendment, Hawkins and the six (6)
other WTC Members that signed the amendment affirmed or reaffirmed agreed to be bound by
the express terms and provisions of the WTP Agreement dated and entered in or around
December 1992 and those terms that were amended by the WTP Amendment.
74. The WTP Amendment extended the term (length) of the original WTP Agreement
and the scope of WTP’s rights as it pertained to the recording services of each WTC member.
Ex. B, Para. B.
75. The WTP Amendment extended the term of the WTP Agreement, as it relates to
WTC’s recording services as the Group by and through the additional language in Paragraph 1 of
the WTP Agreement.
76. Specifically, paragraph 1(e) of the WTP Agreement, as expressly provided for in
the WTP Amendment, states that in “no event shall the term of the WTP Agreement expire
earlier than the termination of the term set forth in the Recording Amendment (referring to the
1995 recording agreement entered into by and between WTP and non-party party L.O.U.D.
Records, Inc. and the written modification to that agreement sometime in 1996) (collectively the
“LOUD Agreement”)).” Ex. B., Para A.
77. The WTP Amendment also extended the scope of WTP’s rights under the WTP
Agreement and granted WTP the right to furnish the individual recording services (for a “Solo
Album”) of each WTC member to a third-party record company pursuant to an exclusive
recording agreement (“Solo Artist Agreement”), even though WTP had already delivered no less
than two Solo Albums to third party record distributors for commercial release Ex. B, Para A.
78. Per the express terms of the WTP Amendment, the Term of the WTP Agreement
as it pertained to “each individual WTC Member and their respective Solo Artist Agreement, if
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any, continued, unless extended or suspended as provided for in the WTP Agreement, until the
later of (i) the termination of the term expressly stated in any future Solo Artist Agreement
entered into (ii) the termination of the term set forth in the Loud Agreement which WTP had
entered into. Ex. B, Para A.
79. The term of the Loud Agreement is currently unknown to Plaintiff and a copy was
not annexed to the WTP Amendment, therefore, Plaintiff cannot say with certainty how long the
Term of the WTP Agreement was extended by the WTP Amendment and Loud Agreement.
(a) Distributors of Masters during WTP Agreement & WTP Amendment
80. The intent of the WTP Agreement was for WTP to furnish the recording services
of the WTC and its Members as solo artists, to one or more third party record labels and/or
distributors of music (referred to in the WTP Agreement and herein as a “Distributor”) through
recording agreements entered by and between WTP and each Distributor (referred to in the WTP
Agreement and herein as a “Distribution Agreements”)
81. The WTP Agreement and WTP Amendment, by their express terms, granted
WTP the right to assign some or all its rights thereunder to one or more Distributors during the
Term, including rights to Masters recorded by the WTC Members during the term of the WTP
Agreement and/or WTP Amendment.
82. During the term of the WTP Agreement and WTP Amendment, defendants
Robert Diggs and Mitchell Diggs caused WTP to enter into Distribution Agreements with
numerous Distributors whereby WTP assigned or licensed some or all of its rights (i) to the
recording services of the WTC and/or the WTC Members; and (ii) to commercially exploit those
Masters and Videos that were delivered by WTC to each Distributor (ii) to use the image, name
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and likeness of the WTC and/or its individual members in connection with the sale of Masters
and WTC Merchandise; and (iii) reproduce, copy and sell the WTC Compositions.
83. In consideration for the rights granted to each Distributor by WTP pursuant to the
applicable Distribution Agreement, WTP received payment of substantial cash advances from
these Distributors (“Advances”). The Advances paid to WTP were recoupable by the
Distributors against the future royalties payable to WTP from the commercial exploitation of the
Masters, Videos and WTC Merchandise pursuant to the terms of the Distribution Agreements.
84. Upon information and belief, WTP assigned to each Distributor the right to
collect all income generated by those Masters and Videos WTP delivered pursuant to the
applicable Distribution Agreement and all such income was and continues to be collected by and
paid to each Distributor and/or that Distributors successor-in-interest, assignee or heir.
85. Upon information and belief, each Distribution Agreement entered into by WTP
expressly provided for the Distributor to pay WTP a mutually agreed upon percentage of the
income generated by the commercial exploitation of the Masters and Merchandise (“Royalties”)
on a bi-annual basis.
86. Upon information and belief, Royalties were not paid to WTP until a date upon
which the Distributor had recouped any Advances, costs and expenses previously paid to WTP
or third parties as provided for under the Distribution Agreement.
87. Upon information and belief, each Distributor of the Masters would account and
pay royalties to WTP no less than two (2) times each calendar year.
88. Pursuant to the express terms and conditions of the WTP Agreement and WTP
Amendment WTP was obligated to pay the WTC members a collective Fifty (50%) Percent of
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all profits, including but not limited to Advances, Royalties and income from the sale of
Merchandise that it was paid by these Distributors
89. During the Term of the WTP Agreement and WTP Amendment, all the
Distribution Agreements entered by and between WTP and the Distributors identified below
contained terms and conditions as generally set forth above.
(b) Distributors of WTC Group Albums 1 through 6
90. As previously alleged in detail above, during the term of the WTP Agreement
and/or WTP Amendment, WTP entered into a Distribution Agreement with LOUD Records
(previously defined as the Loud Agreement).
91. Pursuant to the Loud Agreement, WTP assigned and delivered to LOUD and
LOUD commercially released and exploited those Masters written and recorded by the WTC,
including Hawkins, that comprise: (i) Album 1 (Enter the Wu-Tang: 36 Chambers) in November
of 1993; and (ii) Album 2 (Wu-Tang Forever) in June of 1997.
92. Upon information and belief, as of the date of this Complaint, Loud and/or its
successors and assigns have fully performed its obligations pursuant to the Loud Agreement and
has paid to WTP all Advances and Royalties due in connection with Album 1, Album 2 and/or
otherwise thereunder.
93. Upon information and belief, after the commercial release of Album 1 and 2, in or
during the year 2000, during the term of the Loud Agreement, LOUD assigned its rights to
commercially release additional Masters and WTC Albums to Columbia Records, a Distributor
affiliated with Loud and a subsidiary of LOUD’s parent company, Sony Records.
94. Pursuant to the rights assigned to them by LOUD under the Loud Agreement,
Columbia exercised its rights thereunder and commercially released and exploited those Masters
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written and recorded by the WTC, including Hawkins, that comprise (i) Album 3 (The W) in
November of 2000; and (iv) Album 4 (Iron Flag) in December of 2001.
95. Upon information and belief, as of the date of this Complaint, Columbia and/or its
successors and assigns have fully performed its obligations pursuant to the Columbia Agreement
and has paid to WTP all Advances and Royalties due in connection with Album 3, Album4
and/or otherwise thereunder.
96. During the Term of the WTP Agreement and WTP Amendment, as detailed
above, after the term of the Loud Agreement expired, WTP entered into a Distribution
Agreement with Sanctuary Records (“Sanctuary” and the “Sanctuary Agreement”).
97. Pursuant to the Sanctuary Agreement, WTP assigned and delivered to Sanctuary
and Sanctuary commercially released and exploited a “live performance version” of those
Masters written and recorded by the WTC, including Hawkins, that comprise Album 5 (Disciples
of the 36 Chambers: Chapter 1) in September of 2004.
98. Upon information and belief, as of the date of this Complaint, Sanctuary and/or its
successors and assigns have fully performed their obligations pursuant to the Sanctuary
Agreement and have paid to WTP all Advances and Royalties due in connection with Album 5
or otherwise due thereunder.
99. During the Term of the WTP Agreement and WTP Amendment, as detailed
above, after the term of the Sanctuary Agreement expired, WTP entered into a Distribution
Agreement with BMG Heritage, a division of Sony BMG (“Heritage” and the “Heritage
Agreement”).
100. Pursuant to the Heritage Agreement, WTP assigned and delivered to Heritage
and Heritage commercially released and exploited a compilation album of those Masters written
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and recorded by the WTC, including Hawkins, that comprise Album 6 (Legend of the Wu-Tang
Clan) in October of 2004.
101. Upon information and belief, as of the date of this Complaint, Heritage and/or its
successors and assigns have fully performed their obligations pursuant to the Heritage
Agreement and have paid to WTP all Advances and Royalties due in connection with Album 6
or otherwise due thereunder.
(c) Distributors of WTC Member Solo Albums
102. In addition to the above referenced Distribution Agreements entered into by WTP
for the services of the WTC as a group, during the term of the WTP Agreement and WTP
Amendment, WTP entered numerous Solo Artist Agreements with third party Distributors (as
defined above) pursuant to which the Solo Albums were commercially released upon the same
terms and conditions as generally set forth in above identified Distribution Agreements.
103. Notwithstanding and subject to the above, upon information and belief, WTP did
not enter into a separate Solo Artist Agreement with LOUD because the Loud Agreement also
granted LOUD the right to commercially release one or more Solo Albums by the WTC
Members, including but not limited “Only Built for Cuban Linx” by WTC Member “Raekwon”
and “Uncontrolled Substance” by Inspectah Deck.
104. Upon information and belief, the other Solo Albums on which Hawkins is a
featured artist, as detailed and set forth in Schedule 2, were commercially released pursuant to
Solo Artist Agreements entered into by WTP and various Distributors, including but not limited
to Epic Records, Sony Records, Geffen/MCA Records, Priority Records/EMI and/or Gee Street
Records.
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105. WTP assigned and delivered each Solo Album to the applicable Distributor, each
of which included one or more Masters embodying Compositions written by Hawkins and which
featured Hawkins recorded performance
106. The Solo Albums were commercially released and exploited by the above-named
Distributors pursuant to their respective Solo Artist Agreements with WTP.
107. Upon information and belief, all of the income generated by the commercial
exploitation of the Solo Albums and/or the Masters comprising each Solo Album was initially
paid to and/or collected by the albums applicable Distributor.
108. Upon information and belief, as of the date of this Complaint, each Distributor of
one or more of the Solo Albums and/or their successors and assigns, have made payment of all
Advances and Royalties due to WTP and/or its successor(s) in interest, including WMG, under
their respective Solo Artist Agreements and in connection with each Solo Album released
thereunder.
109. Upon information and belief, as of the date of this Complaint, LOUD and/or their
successors and assigns have paid to WTP all Advances and Royalties due pursuant to the Loud
Agreement in connection with and from the commercial exploitation of each Solo Album.
(d) Hawkins Performance under WTP Agreement and WTP Amendment
110. During the term of the WTP Agreement and WTP Amendment Hawkins
performed and recorded Compositions that he wrote during the term of the WTP Agreement, as
amended, and which are embodied on numerous Masters included on WTC Albums 1 through 6
and the Solo Albums detailed on Schedule 2 annexed hereto.
111. Hawkins fully performed all his obligations pursuant to the WTP Agreement and
WTP Amendment, including but not limited to by delivering those Compositions he wrote
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during its term and by delivering those Masters which feature his recorded performances as a
member of the WTC.
112. Hawkins fully performed all his obligations pursuant to the WTP Agreement and
WTP Amendment and has met and/or exceeded his delivery commitments, requirements and all
other obligations to WTP thereunder.
113. Through WTP’s commercial exploitation of the WTC Albums and Solo Albums,
the Compositions written by Hawkins embodied thereon were copied and reproduced pursuant to
the mechanical license granted to WTP by Hawkins and generated licensing fees and revenue.
114. In addition to WTP’s commercial exploitation and collection of income in
connection with the Masters on WTC Albums 1 through 6 and Solo Albums, WTP
manufactured, distributed and sold WTC Merchandise, directly and/or through a third party
licensee, including but not limited to T-Shirts, Sweatshirts, Hats, Posters and/or additional
clothing, apparel and accessories all of which featured Hawkins and one or more of the other
WTC Members.
115. Notwithstanding and despite Hawkins’ full performance under the WTP
Agreement and WTP Amendment, to date, WTP and/or its successors-in-interest, including but
not limited to WMG, have never furnished and have failed to deliver to Hawkins an accounting
or statement of account about his rights and interest as a member of the WTC and/or pursuant to
Paragraph 8 of the WTP Agreement.
116. Notwithstanding and despite Hawkins’ full performance under the WTP
Agreement and WTP Amendment, to date, WTP and/or its successors-in-interest, including but
not limited to WMG, have failed to pay Hawkins any Royalties in connection with the
commercial exploitation of the WTC Albums, Solo Albums, WTC Merchandise, Compositions
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and/or any and all other income to which Hawkins has an economic interest in pursuant to
express terms of the WTP Agreement and WTP Amendment.
117. Upon information and belief, WTP assigned some and/or all of its rights and
obligations in and to the Masters recorded during its term to WMG and as of the date of this
Complaint WMG continues to be paid Royalties in connection with those Masters.
(3) The 1998 Wu Tang Records, Inc. Agreement
118. During the term of the WTP Agreement, defendants Robert Diggs and Mitchell
Diggs formed Wu-Tang Records, Inc. (“WTR”). WTR was formed as a vehicle to release music
by artists that were affiliated with the WTC and/or WTC members that had not yet released a
solo album.
119. Upon information and belief Robert Diggs and Mitchell Diggs solicited and
obtained a Distribution and/or Solo Artist Agreement for WTR with third party Distributor,
Priority Records, a subdivision of EMI Records (“Priority”).
120. Upon information and belief, despite having the rights to release an album
featuring Hawkins as a solo act under the WTP Agreement, Robert Diggs and Mitchell Diggs
exercised WTP’s rights under the WTP Agreement and WTP Amendment and caused Hawkins
first solo album to be commercially released by and through WTR and pursuant to WTR’s
Distribution Agreement with Priority.
121. Upon information and belief, Robert Diggs and Mitchell Diggs caused WTR to
enter into an exclusive artist recording agreement Hawkins in or around October of 1998 (the
“WTR Agreement”) whereby Hawkins agreed to deliver an amount of masters sufficient to
comprise Hawkins first solo album (“Redemption”).
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122. Pursuant to the terms and conditions of the WTR Agreement, WTR was required
to pay Hawkins an Advance on Royalties owed to Hawkins from the commercial exploitation of
Redemption. The Advance paid to Hawkins had to be fully recouped by WTR before Hawkins
was entitled to receive Royalties from the commercial exploitation of Redemption,
123. Upon information and belief, Pursuant to the terms and conditions of the WTR
Agreement, WTR was required to account and pay to Hawkins all Royalties in connection with
the sale of the Masters comprising Redemption, collectively and as individual tracks, no less than
two (2) times per year.
124. Upon information and belief, pursuant to the terms of the WTR Agreement, WTR
was and is obligated to pay mechanical royalties to Hawkins in consideration for WTR’s
reproduction and copying of those Compositions written by Hawkins and embodied on the
Masters comprising Redemption. WTR agreed to pay any mechanical royalties to Hawkins at no
less than 75% of the then current statutory rate in connection with physical sales of Redemption
and/or at the full statutory rate on the day the mechanical royalties were generated.
125. Hawkins wrote, performed and recorded, in whole or in part, each and every
Composition that is embodied on the Masters included on and comprising Redemption.
126. Hawkins fully performed all his obligations pursuant to the WTR Agreement,
including but not limited by delivering the Masters comprising Redemption to WTR.
127. Upon information and belief, per the terms of the WTR Agreement, WTR paid
Hawkins an Advance on Royalties he was to be paid in connection with the exploitation of
Redemption.
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128. Upon information and belief, on or about October 19, 1999 pursuant to its
Distribution Agreement with Priority, WTR and/or Priority commercially released and exploited
Redemption.
129. Upon information and belief, WTR and/or Priority and/or their respective
successors and assigns, including but not limited to one or more of the Defendants, have
continuously sold and commercially exploited Redemption from the date of its release up and
through the date of this Complaint.
130. Upon information and belief, as of the date of this Complaint, WTR and/or
Priority have fully recouped the Advance paid to Hawkins and all other costs and expenses
incurred and paid by WTR and/or Priority in connection with Redemption, if any.
131. Upon information and belief, all income generated by the commercial exploitation
of Redemption to date was initially collected by and/or paid to Priority and/or its successors and
assigns.
132. Upon information and belief, Priority and/or its successors and assigns have fully
performed under the Distribution Agreement it entered into with WTR and have paid all
Advances, Royalties and/or other income payable to WTR in connection with the commercial
exploitation of Redemption.
133. Notwithstanding and despite Hawkins’ full performance under the WTR
Agreement, to date, WTR and/or its successors-in-interest have never furnished and/or delivered
to Hawkins an accounting and/or statement of account in connection with the commercial
exploitation of Redemption and/or otherwise due under the WTR Agreement.
134. Notwithstanding and despite Hawkins’ full performance under the WTR
Agreement, to date, WTP and/or its successors-in-interest have failed to pay Hawkins any
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Royalties in connection with the commercial exploitation of Redemption and/or otherwise due
under the WTR Agreement.
(4) The 2007 Wu-Music Group, LLC Agreement
135. Upon information and belief, after the terms of the WTP Agreement, as amended,
and the WTR Agreement expired, defendants Robert Diggs and Mitchell Diggs formed Wu-
Music Group (“WMG”).
136. Upon information and belief Robert Diggs and Mitchell Diggs were and are the
sole owners, members and managers of WMG.
137. WMG was formed for the purpose of furnishing the recording services of the
WTC Members collectively, as the WTC Group, to one or more third party Distributors to and to
release one or more new WTC albums.
138. WMG was formed for the purpose of collecting income payable in connection
with the (i) commercial exploitation of new WTC albums and Masters featuring the recorded
performances of the WTC Members; (ii) the sale of Merchandise featuring the image, likeness
and photographs of the WTC Members; and (iii) the live performances of the WTC, collectively
as a group.
139. Upon information and belief, in or around June of 2007 WMG entered a recording
contract with the eight (8) living members of the WTC (Old Dirty Bastard was deceased at the
time of this agreement) and the individual recording artist and affiliate of the WTC, Darryl Hill
professionally known as “Cappadonna” (the 2007 WMG Agreement”).
140. The 2007 WMG Agreement collectively identified and defined the nine (9)
individuals who contracted with WMG as the “Wu-Tang Clan” and the “Group” respectively.
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Each of the nine individuals was referred to throughout the 2007 WMG Agreement as “You” or
“Member”.
141. Hawkins was one of the nine (9) individuals identified as a Member of the WTC
Group in the 2007 WMG Agreement and was a party to the 2007 WMG Contract.
142. Additionally, despite being an owner of WMG, unlike the WTP Agreement
and/or WTP Amendment, defendant Robert Diggs p/k/a the RZA was identified as one of the
individual Members of the WTC Group in the 2007 WMG Agreement.
143. The 2007 WMG Agreement also identified Elgin Taylor p/k/a Masta Killa as one
of the WTC Members and was a party to the 2007 WMG Agreement.
144. In relevant part, pursuant to the 2007 WMG Agreement, the Members of the
WTC Group agreed to furnish their recording services to WMG for, upon information and belief,
no more than two (2) new WTC Group albums.
145. Per the express terms of the 2007 WMG Agreement, all of the WTC Members
agreed to transfer and assign to WMG any and all of their respective copyrights in and to those
Masters which they collectively recorded and/or delivered to WMG during its term.
146. The WTC Members granted WMG the exclusive right throughout the word
manufacture, distribute, sell, license and exploit the Masters they recorded and delivered under
the WMG Agreement.
147. Additionally, during the term of the 2007 WMG Agreement the WTC Members
granted WTP the right throughout the world to manufacture, distribute and sell goods and
merchandise which incorporated the names portraits, pictures, likeness and images of the WTC
Members (“WMG Merchandise”). The 2007 WMG Agreement granted WMG the right to sell
the WMG Merchandise to fans, customers and consumers while on Tour as a Group.
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148. The WTC Members granted WMG a mechanical license and the right to
reproduce and copy the musical compositions embodied on the Masters they delivered to WMG
during the term of the 2007 WMG Agreement, including those Compositions written by
Hawkins, in whole or in part.
149. In consideration for all of the rights granted to WMG by the WTC Members
pursuant to the 2007 WMG Agreement, WMG agreed to and was obligated to pay each of the
nine (9) WTC Members, including WMG owner and defendant Robert Diggs, in an amount
equal to 11.1% or 1/9 (“WMG Income”) of the net income, royalties and/or advances of the
following collected by WMG from third parties from:
i. all Net Advances paid to WMG from the applicable Distributor (Gross amount
less Recording Costs, WMG’s Commission and legal fees incurred by WMG in
connection with the negotiation of the Distribution Agreement);
ii. all Net Royalties paid to WMG from a Distributor (Gross amount received less
WMG’s Commissions), in connection with the commercial exploitation of each
WTC Group album pursuant and subject to the royalty provisions of the
applicable Distribution Agreement;
iii. all Net Merchandise Income paid to WMG in connection with the exploitation of
the WMG Merchandise (Gross monies received less WMG’s out of pocket
expenses for manufacturing, design, packaging, production, taxes, insurance,
commissions, legal costs, collection costs, shipping, storage and any third-party
commission which have not already been deducted or paid);
iv. all Net Publishing Advances paid to defendant WTP by Careers-BMG Music
Publishing, Inc. (“BMG”) and WTP d/b/a Wu-Tang Publishing dated as of
November 1, 1993 (the “BMG Agreement”) in connection with the compositions
written by the WTC members during the term of the 2007 WMG Agreement .
150. In addition to the WMG Income, Hawkins was entitled to receive payment of
mechanical royalties at the current statutory rate in connection with any Compositions written by
Hawkins, in whole or in part, that were included on Album 7.
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151. The 2007 WMG Agreement required WMG to account and pay all WMG Income
to each WTC Member no later than sixty (60) days after WMG received accountings and/or
payments from the applicable Distributor or third party..
152. Like WTP’s rights pursuant to the WTP Agreement, WMG had the right to assign
the masters recorded by the WTC to a Distributor and the WMG Merchandise rights to a third-
party manufacturer, distributor and/or retailer.
153. However, unlike the WTP Agreement, the 2007 WMG Agreement expressly
identified the third parties to which WMG assigned its various rights to.
154. Per the express terms of the 2007 WMG Agreement, WTP had entered into a
Distribution Agreements with SRC/Universal (“Universal”) and Bodog Music GmbH (“Bodog”),
pursuant to which WTP had agreed to deliver a number of masters featuring the recorded
performance of the WTC Group.
155. Pursuant to the 2007 WMG Agreement, WTP had the authority to designate what
Masters were delivered to Universal, Bodog and/or another Distributor, if applicable.
156. Additionally, on or about May 14, 2007, WMG entered an exclusive merchandise
agreement with Anthill Trading Ltd., LLC whereby Anthill was granted the right to manufacture,
distribute, sell and collect income from the WMG Merchandise.
157. Furthermore, as stated above and in detail below, upon information and belief, as
the legal successor-in-interest to WTP’s rights under the WTP Agreement , WMG was a party to
the BMG Agreement and entitled to all advances and royalties payable thereunder by BMG or its
successors and assigns.
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158. Upon information and belief, in or around May of 2007, WMG elected to release
the first WTC Group album that was delivered by the Members through and pursuant to its
Distribution Agreement with Universal (the “Universal Agreement”).
159. Pursuant to the Universal Agreement, WMG assigned and/or delivered the new
WTC Group album to Universal’s subsidiary, Universal Motown Records Group, a division of
UMG Recordings, Inc. (“Motown”).
160. In or around December of 2007 Universal/Motown commercially released,
exploited and continues to exploit those Masters written and recorded by the WTC, including
Hawkins, that comprise Album 7 (Eight Diagrams)
161. Upon information and belief, as of the date of this Complaint, Universal/Motown
and/or their successors and assigns have fully performed their obligations pursuant to the
Universal Agreement by paying to WMG all Advances (as defined above) and Royalties (as
defined above) due in connection with Album 7 and/or otherwise thereunder.
162. Upon information and belief, during the term of the 2007 WMG Agreement,
WMG authorized Anthill to manufacture, distribute and sell WMG Merchandise in and/or
around the world and Anthill did and continues to manufacture, distribute and sell WMG
Merchandise in and/or around the world.
163. Upon information and belief, as of the date of this Complaint, Anthill and/or its
successors and assigns have fully performed its obligations pursuant to the Anthill Agreement
and has paid to WMG all monies due in connection with the sale of WMG Merchandise and/or
otherwise thereunder.
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164. Upon information and belief, during the term of the 2007 WMG Agreement,
WMG delivered to BMG the written compositions embodied on and in the Masters comprising
Album 7, including but not limited to the Compositions written by Hawkins in whole or in part.
165. Upon information and belief, as of the date of this Complaint, BMG and/or its
successors and assigns have fully performed their obligations pursuant to BMG Publishing
Agreement and have paid to WMG and/or WTP its predecessor in interest, all monies due
thereunder in connection with the compositions embodied on and in the Masters comprising
Album 7.
166. Hawkins fully performed all of his obligations under the 2007 WMG Agreement.
167. Notwithstanding and despite Hawkins’ full performance under the 2007 WMG
Agreement, to date, WMG and/or its successors-in-interest have never furnished and have failed
to deliver to Hawkins an accounting in connection with any of the WMG Income in connection
with Album 7, the WMG Merch and/or Compositions embodied on Album 7.
168. Notwithstanding and despite Hawkins’ full performance under the 2007 WMG
Agreement, to date, WMG and/or its successors-in-interest have failed to pay Hawkins any
WMG Income in connection with Album 7, the WMG Merch and Compositions embodied on
Album 7.
(5) The 2014 Wu-Music Group, LLC Agreement
169. WMG did not exercise its option to a second WTC album pursuant to the 2007
WMG Agreement.
170. WMG did not have the rights to the Plaintiff’s recording services thereafter and
no new WTC Albums were recorded and released for the next six and half years.
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171. In or around August of 2014, defendants Robert Diggs and Mitchell Diggs made
efforts to get the WTC together to record and release a new album in honor and celebration of
the 20th
anniversary of Album 1.
172. In furtherance, thereof, WMG drafted and presented a non-exclusive recording
agreement to Infinity Machine Entertainment f/s/o Hawkins dated as pf August 15, 2014 (the
“2014 WMG Agreement”) the subject matter of which was the WTC Group album tentatively
entitled “A Better Tomorrow” (Album 8”) and Hawkins’ inclusion thereon.
173. In relevant part, pursuant to the 2014 WMG Agreement, the Plaintiffs agreed to
(i) deliver the vocal performances of Hawkins in connection with Album 8, specifically deliver
five (5) verses written and recorded by Hawkins; (ii) cause Hawkins to appear in at least four (4)
audio visual videos (“WMG Videos”) featuring the vocal performances of Hawkins; and (iii)
grant to WMG the right to his professional name, likeness and image in connection with the
release of Album 8 and Music Videos.
174. In addition to Hawkins’ recording services in connection with Album 8, the
Plaintiffs and WMG agreed that upon their mutual agreement the term of the 2014 WMG
Agreement could be extended for one (1) consecutive, separate option to extend the Term for an
additional “period” (12).
175. Per the express terms of the 2015 WMG Agreement, the Plaintiffs agreed to
transfer and assign to WMG all their respective copyrights in and to the masters which they
collectively recorded and/or delivered to WMG in connection with Album 8.
176. The Plaintiffs granted WMG the exclusive right throughout the world, to
manufacture, distribute, sell, license and exploit those Masters which comprised Album 8 and
delivered under the WMG Agreement.
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177. In consideration for the rights granted to WMG in the Masters comprising Album
8, WMG agreed to pay the Plaintiffs: (i) an Advance of $25,000.00; (ii) a pro-rata portion of the
balance of a $400,000.00 recording fund WMG received pursuant to its Distribution Agreement
(“Recording Fund”); and (iii) a pro-rata (based on number of WTC members who appear on
Album 8) share of Royalties paid to WMG by and through its Distribution Agreement.
178. Per the express terms of the 2015 WMG Agreement, the Plaintiffs also granted
WTP the right, in perpetuity and throughout the world to manufacture, distribute and sell goods
and merchandise which incorporated Hawkins’ name, portrait, picture, likeness and image in
connection with commercial exploitation and promotion of Album 8 and the WMG (“Album 8
Merch”).
179. In consideration for the rights granted to WMG in the Album 8 Merch Rights,
WMG agreed to pay the Plaintiffs a pro-rata (based on number of WTC Members who appear on
Album 8) share of all profits paid to WMG in connection with the its sale of the Album 8 Merch.
180. Per the express terms of the 2014 WMG Agreement, the Plaintiffs granted WTP a
mechanical license in the USA and Canada to reproduce those Compositions written by Hawkins
in whole or in part and which were embodied in Masters comprising Album.
181. In consideration for the mechanical licensed and rights granted to WMG in the
Compositions written by Hawkins, WMG agreed to pay the Plaintiffs a mechanical royalty at a
rate equal to one hundred (100%) percent of the minimum statutory copyright royalty rate as of
the date the Masters contained on Album 8 were initially recorded.
182. The 2014 WMG Agreement required WMG to provide an accounting and
payment of all income payable to the Plaintiff’s thereunder no less than two (2) times per
calendar year and no more than four (4) times per calendar year.
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183. All income payable to Plaintiff in connection with the Album 8 Merch and/or in
connection with the Compositions written by Hawkins and embodied on those Masters
comprising Album 8 was/is not subject to recoupment by WMG of any Advances, the Recording
Fund, marketing costs, video costs and/or any other expenses incurred in connection with Album
8.
184. All income payable to Plaintiff in connection with Album 8 Merch is not “cross
collateralized” with the Royalties payable to Plaintiff from the Masters and/or the Compositions.
185. All income payable to Plaintiff in connection with Compositions is not “cross
collateralized” with the Royalties payable to Plaintiff from the Masters and/or the Album 8
Merchandise
186. Again, WMG had the right to assign the rights granted to it by the Plaintiffs to a
Distributor, including WMG’s rights in and to the Masters delivered by Hawkins for inclusion on
Album 8 and the Album 8 Merchandise.
187. The 2014 WMG Agreement expressly states that WMG had entered a
Distribution Agreement with Warner Bros Records (“Warner Bros” and the “Warner Bros
Agreement”) whereby WMG had assigned all the rights in and to commercially release Album 8
to Warner Bros.
188. Pursuant to the Warner Bros Agreement, Warner Bros would collect all income
generated by the commercial exploitation of Album 8 and pay to WMG an “all-in” royalty at a
basic rate on US album sales of 18% of the dealer price for net sales of records derived solely
from the Masters comprising Album 8.
189. Pursuant to the Warner Bros Agreement, WMG assigned and/or delivered the
Masters comprising Album 8 to Warner Bros and in or around December of 2014, Warner Bros
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commercially released and continues to exploit Album 8 by and through its subsidiary Asylum
Records (“Asylum”),
190. The Masters comprising Album 8 contain Compositions written, preformed and
recorded by the WTC, including but not limited to Hawkins.
191. Upon information and belief, as of the date of this Complaint, Warner Bros.,
Asylum and/or their successors and assigns have fully performed their obligations pursuant to
the Warner Bros Agreement and has paid to WMG all Advances (as defined above) and
Royalties (as defined above) due in connection with Album 8, the Compositions written by
Hawkins and/or otherwise.
192. Upon information and belief, during the term of the 2014 WMG Agreement,
WMG authorized Warner Bros and/or another third party, to manufacture, distribute and sell
goods, clothing, accessories, apparel and or other material which featured the image, likeness,
portrait, name and/or picture of Hawkins in and/or around the world and Warner Bros and/or
another third party did and continues to manufacture, distribute and exploit the Album 8
Merchandise.
193. Upon information and belief, as of the date of this Complaint, Warner Bros and/or
third party manufactures, distributors and/or retailers and their respective successors and assigns
have fully performed their obligations pursuant to the Warner Bros Agreement and/or other
agreement with WMG and have paid to WMG all monies due thereunder, in connection with the
sale of Album 8 Merchandise and/or otherwise thereunder.
194. Hawkins fully performed all his obligations under the 2014 WMG Agreement in
connection with Album 8 and/or otherwise.
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195. Notwithstanding and despite Hawkins’ full performance under the 2014 WMG
Agreement, to date, WMG and/or its successors-in-interest have never furnished and have failed
to deliver to Hawkins an accounting in connection with the sale of Album 8, the sale of Album 8
Merchandise, the income generated by the Compositions written by Hawkins and included in
Album 8 and/or other income Hawkins is entitled to receive in connection with the 2014 WMG
Agreement.
196. Notwithstanding and despite Hawkins’ full performance under the 2014 WMG
Agreement, to date, WMG and/or its successors-in-interest have failed to pay the Plaintiffs any
Royalties in connection with Album 8, the Album 8 Merchandise and Compositions embodied
on Album 8 and/or all other income to which Hawkins has an economic interest in pursuant to
express terms of the 2014 WMG Agreement.
197. Additionally, WMG has failed to pay Hawkins and/or Infinity all advances due
pursuant to the 2014 WMG Agreement, including but not limited to Hawkins pro-rata share of
the balance of the Recording Fund.
(6) Distribution Agreements for WTC Compilations, Remixes & Sound Tracks
198. In addition to the WTC Albums and Solo Albums detailed above and in
Schedules 1 and 2 attached hereto, upon information and belief, the Defendants have
commercially released numerous compilation albums which are comprised of and/or include one
or more Masters featuring the recorded performances of the WTC Members, including but not
limited to Hawkins and which were previously recorded and/or commercially released during the
term of the WTP Agreement, WTP Amendment, the WTR Agreement and 2007 WMG
Agreement.
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199. Upon information and belief, in or around 2009 the Defendants and/or their
Distributors commercially released, and continue to exploit, the compilation albums entitled
“Playlist: The Very Best of Wu-Tang Clan” (Album 9) and Wu Tang: Enter the Dubstep (Album
10).
200. Album 9 and Album 10 are comprised of one or more Masters that feature lyrics
written and recorded by Hawkins during the term of one or more of the recording agreements
identified above.
201. Upon information and belief, in or around 2012 the Defendants and/or their
Distributors commercially released, and continue to exploit, the compilation album and movie
soundtrack entitled “The Man with the Iron Fists 2” (Album 11).
202. Upon information and belief, Album 11 is comprised of one or more Masters that
feature lyrics written and recorded by Hawkins during the term of one or more agreements.
203. The Defendants used the name, picture, image and likeness of Hawkins in
connection with their exploitation of Album 9, 10 and 11 and have incorporated the same in the
cover art, design, liner notes, credits and other packaging of Albums 9, 10 and 11.
204. Upon information and belief, the Defendants and/or their successors-in-interest
did not notify Hawkins of their desire and/or intention to commercially release Albums 9, 10 and
11.
205. Upon information and belief, to date, the Defendants, individually, collectively
and/or their respective successors-in-interest have not provided an accounting and/or payment of
all profits, advances, royalties and/or other income due to Hawkins in connection with their
commercial exploitation of Albums 9, 10 and 11 and/or those Masters included thereon which
were written by and feature the recorded performance of Hawkins.
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F. WTC PUBLISHING RIGHTS AND CO- PUBLISHING AGREEMENTS
(1) The BMG Co-Publishing Agreement
206. As provided in detail above, by and through the WTP Agreement, WTP was
assigned an ownership interest in and to the WTC Compositions written by each WTC Member
during the term as amended.
207. Upon information and belief, on or about November 1, 1993, pursuant to its rights
under the WTP Agreement, WTP entered a Co-Publishing Agreement with third/non-party
Careers-BMG Music Publishing, Inc. (previously defined as “BMG” and the “BMG
Agreement”)
208. Upon information and belief, pursuant to the terms of the BMG Agreement, WTP
assigned to BMG no less that Fifty (50%) Percent of all right, title and interest assigned to WTP
in the WTC Compositions by the members of WTC, individually and collectively, pursuant to
Paragraph 18 of the WTP Agreement.
209. Upon information and belief, pursuant to the term of the BMG Agreement, WTP
assigned all right, title and interest in and to no less than Fifty (50%) Percent of the so called
“publisher’s share” of all WTC Compositions that were written and recorded and/or which
would be written and recorded by the Members of the WTC during the term of the BMG
Agreement.
210. Upon information and belief, WTP assigned to BMG, One Hundred Percent
(100%) Percent of all right, tile and interest in the “administration rights” in and to all WTC
Compositions that were written and recorded and/or which would be written and recorded by the
WTC in the future under the WTP Agreement and during the Term of the BMG Agreement.
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211. Upon information and belief, the BMG Agreement, by its express terms granted
BMG the right to administer and/or the administration of the so called “writers share” and the so
called “publisher’ share” of each WTC Composition that was written and recorded by the WTC
members during the term of the WTP Agreement.
212. Upon information and belief, BMG’s rights pursuant to the express terms of the
BMG Agreement, as assigned, transferred and conveyed to them by WTP and as set forth above,
extended and applied to all WTC Compositions that (i) were written by each, every and any
individual member of the WTC; and (ii) embodied on master recordings included on WTC
Albums; and/or (iii) embodied on master recordings included on Solo Albums released during
the term of the WTP Agreement and during the Term of the BMG Agreement.
213. The rights assigned to BMG by WTP did not include those compositions which
were written by any of the WTC Members, including Hawkins, that were written outside of the
scope and term of their agreements with the Defendants and which were not released by the
Defendants on one of the WTC Albums, the Solo Albums on Schedule 2 or additional WTC
Member solo albums.
214. On or about November 5, 1996 the BMG Agreement was amended in writing (the
“BMG Amendment”) which was duly executed by (1) BMG; (2) defendant Mitchell Diggs on
behalf of WTP and (iii) the individual WTC Members, including Hawkins.
215. Upon information and belief, as of November 5, 1996, Hawkins was the owner of
75% of all right, title and interest in his share of any WTC Composition(s) he wrote, in whole or
in part, while WTP and BMG were each the owners of 12.5% of all right, title and interest in the
same.
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216. Upon information and belief, during the Term of the BMG Agreement, except for
those amounts which Hawkins was paid in connection with his “Writer’s” share by his
performing right society(ies), BMG was assigned the right to collect all income generated by
Hawkins’ share of each WTC Composition he had an interest in.
217. Upon information and belief, during the Term of the BMG Agreement, BMG was
required to provide detailed accountings to WTP of all income collected in connection with the
WTC Compositions and pay to WTP all income due pursuant to the terms of the BMG
Agreement and BMG Amendment, including but not limited to any income owed to WTP in
connection with those WTC Compositions written by Hawkins, in whole or in part.
218. In turn, pursuant to Paragraph 8 of the WTP Agreement, WTP was required to
provide an accounting of all income it received from BMG in connection with the WTC
Compositions and make payment to the WTC Members, including but not limited to Hawkins, in
an amount equal to Fifty (50%) Percent of the net receipts pursuant to Paragraph 19 of the WTP
Agreement.
219. Pursuant to Paragraph 8 of the WTP Agreement, WTP was required to account
and pay to Hawkins income that was generated by and in connection with the WTC
Compositions written and recorded by Hawkins during the Term, including but not limited to all
advances and royalties paid to WTP by BMG pursuant to the terms of the BMG Agreement and
BMG Amendment.
220. In or around 2007, BMG assigned its rights to under the BMG Agreement and/or
was acquired by Universal Music MGB North America, LLC (“Universal MGB”).
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221. Universal MGB is the successor-in-interest to BMG’s rights as set forth in the
BMG agreement and in and to the WTC Compositions written by the members of the WTC,
including but not limited to Hawkins.
222. Universal MGB, as the successor-in-interest of BMG in and to the WTC
Compositions is bound by the terms and has all obligations expressly set forth in the BMG
Agreement, including but not limited, the obligation to account and pay royalties to WTP in
connection with the WTC Compositions written by Hawkins and the other WTC Members.
223. Upon information and belief, from in or around 2007 to date, defendant Universal
MGB has actively administered the WTC Compositions pursuant to the rights granted in the Co-
Publishing Agreement and by virtue thereof has collected all income generated by and through
the commercial exploitation of those WTC Compositions that were written or co-written by
Hawkins, including those Compositions identified on Schedule 3 that were included in WTC
Albums and Solo Albums.
224. Upon information and belief, as of the date of this Complaint, Universal MGB
and/or its successors and assigns have fully performed its obligations pursuant to the BMG
Agreement and has paid to WTP, and/or WMG as the successor-in-interest of WTP, all
Advances and Royalties due in connection with the WTC Compositions, including all those
WTC Compositions written by Hawkins and embodied on Albums 1-8, 10, 11 & 12, all Solo
Albums, and any other WTC Compositions written by Hawkins and identified on Schedule 3 or
otherwise .
225. As provided in detail above, Hawkins has fully performed all his obligations
pursuant to the WTP Agreement, as amended, the WTR Agreement, 2007 WMG Agreement,
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2014 WMG Agreement and any other agreement by and between one or more of the Plaintiffs
and Defendants as detailed herein.
226. Notwithstanding and despite the Plaintiff’s full performance of their obligations to
the Defendants, as of the date of this Complaint WTP and/or its-successor-in interest WMG have
failed to: (i) provide an accounting of income; and/or (ii) pay any advances, royalties or income
in connection with the WTC Compositions written by Hawkins, in whole or in part.
227. Upon information and belief, on or about March 21, 1995, defendants, partners
and brothers, Robert Diggs p/k/a RZA and Mitchell Diggs, incorporated and began doing
business as Wu-Tang Music Publishing, Inc. (“Wu-Pub”)
228. Upon information and belief, Wu-Pub is the assumed name and/or successor-in-
interest to defendant WTP and/or WTP has assigned to WuPub all its rights and obligations in
connection with the WTC Compositions pursuant to Paragraph 19 of the WTP Agreement, the
WTP Amendment and/or the BMG Agreement.
229. Upon information and belief, WMG is the successor-in-interest of defendant WTP
or in the alternative, WuPub and/or WTP or WuPub, as WTP’s successor-in-interest, has
assigned all its rights and obligations in connection with the WTC Compositions pursuant to
Paragraph 19 of the WTP Agreement, the WTP Amendment and/or the BMG Agreement.
230. Upon information and belief, Wu-Pub and/or WMG continue to income generated
by the Compositions written by Hawkins, pursuant to the BMG Agreement and/or otherwise and
have all obligations to Hawkins as provided for under the WTP Agreement and/or WTP
Amendment.
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(2) The Diggs Family Music Agreement
231. In 1998, Hawkins formed, and wholly owned, Grouch, for the sole purpose of
furnishing his writing services and collecting income and royalties generated by his written
Compositions, including but not limited to his remaining interests in any WTC Compositions
written by Hawkins.
232. In or around October of 1998, the Plaintiffs entered a Co-Publishing Agreement
with defendant Diggs Family (Diggs Family Agreement).
233. Diggs Family is owed by defendant Mitchell Diggs and his brother, defendant
Robert Diggs p/k/a RZA.
234. Upon information and belief, defendants Mitchell Diggs and Robert Diggs are the
co-owners of Diggs Family and the Wu-Entities and share in the proceeds made by these entities
equally.
235. Defendant Mitchell Diggs offered to pay the Plaintiff’s an advance against future
royalties earned by Hawkins’ remaining interests in the WTC Compositions written by Hawkins
which were already subject to Paragraph 19 of the WTP Agreement and additional Compositions
written by Hawkins during the term of the Diggs Family Agreement.
236. Further to that, Mitchell Diggs presented the Plaintiffs with the Diggs Family
Agreement. A true and accurate copy of the Diggs Family Agreement is attached hereto as
Exhibit C.
237. Pursuant to the term of the Diggs Agreement, Hawkins assigned all right, title and
interest in and to Fifty (50%) Percent his remaining interests in the so called “publisher’s share”
of all “New Compositions”, “Old Compositions” and “Acquired Compositions” (collectively the
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“Subject Compositions”) that were written and/or which would be written by Hawkins in the
future during the term of the WTP Agreement and the WTR Agreement.
238. Upon information and belief, the Plaintiff assigned to Diggs Family, One
Hundred Percent (100%) Percent of all right, tile and interest in the “administration rights” in
and to all “Subject Compositions” that were written by Hawkins and/or which would be written
and Hawkins in the future under the WTP Agreement and during the Term of the BMG
Agreement.
239. The term of the Diggs Family Agreement was running contemporaneously with
the WTP Agreement and BMG Agreement and many, if not all, of the Subject Compositions
were subject to the terms of both the (i) BMG Agreement via Paragraph 19 of the WTP
Agreement; and (ii) the Diggs Family Agreement.
240. Notwithstanding and subject to the foregoing, pursuant to the terms and
conditions of these publishing agreements, Hawkins’ ownership in and to all Subject
Compositions (as defined in the Diggs Family Agreement), including the WTC Compositions
and/or the Compositions identified in Schedule 3, was never less than an aggregate 62.5%
(including remaining writers and publishers share) of his personal writing contribution to each
Subject Composition.
241. At all times during the terms of the Diggs Family and WTP Agreement Hawkins
retained 100% of all right, title and interest in and to the so called “writer’s share” of the Subject
Compositions, which is equivalent to an ownership interest of 50% and/or $0.50 cents of every
dollar earned.
242. At all times during the terms of the Diggs Family Agreement and WTP
Agreement, Hawkins retained no less than 25% of all right, title and interest in and to the so
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called “publishers share” of the Subject Compositions, which is equivalent to an ownership
interest of 12.5% and/or $0.125 cents of every dollar earned.
243. The term of the Diggs Family Agreement was to continue until the later of the
following: (i) the termination of the WTR Agreement; (ii) until October 2005; (iii) the
termination of the WTP Agreement.
244. During the term of the Diggs Family Agreement, upon information and belief, the
administration rights of Diggs Family with respect to the WTC Compositions were subordinate
to BMG (subsequently Universal) and WTP.
245. Upon information and belief, during the term of the Diggs Family Agreement and
thereafter, Diggs Family collected mechanical royalties and income generated by some and/or all
the Subject Compositions, including the WTC Compositions identified in Schedule 3 directly
from BMG, its successor-in-interest Universal MGB and/or WuPub as successor-in-interest to
WTP.
246. Upon information and belief, during the term of the Diggs Family Agreement and
thereafter, Diggs Family collected mechanical royalties and income generated by one or more of
the Subject Compositions written by Hawkins directly from the Distributors of the WTC Albums
and/or Solo Albums.
247. Upon information and belief, during the term of the Diggs Family Agreement and
thereafter, Diggs Family collected mechanical royalties and income generated by the Subject
Compositions, including the WTC Compositions identified in Schedule 3 directly from WTP,
WTR and/or WMG, all of which were and/or are co-owned by Mitchell Diggs and Robert Diggs.
248. Upon information and belief, all cash advances paid to the Plaintiff pursuant to
the term of the Diggs Family Agreement, if any, have been fully recouped by Diggs Family.
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249. At all times during the term and thereafter, pursuant to Paragraph 7 of the Diggs
Family Agreement, Diggs Family was required to account and pay to the Plaintiffs all royalties
generated by the Subject Compositions that were owed to the Plaintiffs.
250. At all times during the term of the Diggs Family and thereafter, defendant Diggs
Family was an unincorporated entity and/or partnership owned and operated jointly by
defendants Robert Diggs and Mitchell Diggs.
251. Hawkins has fully performed all his obligations under and pursuant to the Diggs
Family Agreement and has delivered all Subject Compositions to Diggs Family as required
thereunder.
252. Notwithstanding and despite Hawkins full performances of his obligations under
the Diggs Family Agreement, as of the date of this Complaint, Diggs Family and/or its-
successor-in interest has failed to: (i) provide an accounting of income in connection with the
Subject Compositions, including the WTC Compositions identified on Schedule 3; and/or (ii)
pay any advances, royalties or income due to Plaintiffs in connection with the Compositions
written by Hawkins, in whole or in part, as identified on Schedule 3, in whole or in part as
expressly required thereunder.
253. Upon information and belief, Diggs Family has (i) failed to fully, properly and/or
adequately register all of Hawkins’ share and ownership interests in and to those Subject
Compositions which he wrote, in whole or in part; (ii) failed to collect all income generated by
Hawkins interest in the Subject Compositions; and (iii) registered, administered and collected
income generated by Hawkins’s ownership interest in and to Compositions which were not
subject to the Diggs Family Agreement and to which Diggs Family is not authorized to
administer and collect.
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254. Upon information and belief, Diggs Family has failed to collect and/or has not
attempted to collect all mechanical royalties and other income due in connection with the
Hawkins’ interests in the WTC Compositions from defendants (i) WTP; (ii) WMG and/or (iii)
WTR and/or WMG as its successor-in-interest as a result of the dual ownership of Diggs Family
and these entities by Mitchell Diggs.
G. DEFENDANT’S AUCTION/SALE OF “ONCE UPON A TIME IN SHAOLIN”
255. In addition to the royalties and revenue owed to the Plaintiffs from the Masters,
Compositions and Merchandise detailed herein and in the Schedule’s attached hereto, the
Defendants have failed to pay Hawkins his pro-rata share from the outright and complete sale of
all right, title and interest in and to the most recent and possibly final, WTC Group album.
256. By its express terms, WMG’s rights to Hawkins recording services under the
2007 WMG Agreement expired no later than December 31, 2008.
257. The 2014 WMG Agreement was not entered by and between the Plaintiffs and
WMG until in or around August of 2014.
258. Therefore, the Defendants did not have the right to Hawkins recording services, or
to exploit the Compositions he wrote and recorded from January 1, 2009 until the 2014 WMG
Agreement was entered on or about August 15, 2014.
259. After WMG commercially released Album 8 (as defined above) on or about
December 2, 2014, WMG had twelve (12) months from the release date of Album 8 to exercise
its option to extend the term.
260. The 2014 WMG Agreement allowed WMG to exercise its option to extend the
term at any time prior to December 2, 2015 by notifying the Plaintiffs in writing of WMG’s
intention to do so.
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261. However, for the term to be extended, the 2014 WMG Agreement expressly states
that WMG and Plaintiffs had to mutually agree to the material terms that would govern each
party’s rights and obligations during the extended period (the “Option Period”), including but not
limited to Hawkins’ delivery commitments during the Option Period and the amounts of the
advances and royalties that would be paid to Hawkins advance.
262. Therefore, he 2014 WMG Agreement did not grant WMG the right to unilaterally
extend its term and its rights to include any Masters featuring the recorded performance of
Hawkins over and above those included on Album 8.
263. At no time prior to December 2, 2015 or thereafter did WMG and/or its owners
Robert Diggs and/or Mitchell Diggs inform the Plaintiffs of their intent or desire to extend the
term of the 2014 WMG Agreement.
264. When the 2014 WMG Agreement expired by its terms on December 2, 2015 only
those Masters and Compositions included on Album 8 were subject to its terms.
265. Furthermore, at no time between December 3, 2014 and December 2, 2015 did
WMG and Hawkins enter another contract in connection with and/or for Hawkins future
recording services.
266. Based on the foregoing and the express terms of the above contracts, the
Defendants did not have the right to any of master recordings featuring Hawkins that were
written and recorded after December 2, 2014.
267. Notwithstanding and despite the foregoing, upon information and belief, on or
about May 3, 2015 the Defendants, individually and/or collectively, successfully sold, at auction
and to the highest bidder, the WTC Group album entitled “Once Upon a Time in Shaolin” (the
“Shaolin Album”).
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268. Upon information and belief, Shaolin Album is a “double album” and consists of
twenty-six (26) Masters featuring the recorded performances by the eight (8) living members of
the WTC, including but not limited to Hawkins. The Masters and Compositions that, upon
information and belief, are included on the Shaolin Album are set forth on Schedule 4 attached
hereto.
269. Upon information and belief, all the Masters comprising and included on the
Shaolin Album contain and embody Compositions that were written, in whole and/or in part by
the eight (8) living members of the WTC, including but not limited to Hawkins.
270. Upon information and belief, in or around March of 2015, defendant Robert
Diggs and Mitchell Diggs mutually and jointly decided to get publicity and media coverage by
releasing a WTC Album, but only producing one (1) physical copy, in compact disc format of
that album.
271. Unbeknownst to the Plaintiffs, upon information and belief, Robert Diggs and
Mitchell Diggs mutually agreed to sell the Shaolin Album by and through the services of third
party auction house, Paddle.
272. Upon information and belief, Robert Diggs and Mitchell Diggs entered a written
contract with Paddle 8 whereby, in consideration for payment of a considerable commission
from its sale, Paddle 8 would conduct/control/oversee the auction, bidding and sale of all right,
title and interest in and the Shaolin Album.
273. Upon information and belief, the Defendants authorized Paddle 8 to conduct the
auction and on May 3, 2015, the Defendants sold all right, title and interest in and to the Shaolin
Album by and through the auction held by Paddle 8.
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274. Upon information and belief, on or about May 3, 2015, the Defendants transferred
and/or assigned all right, title and interest in and to the Shaolin Album to an individual named
Martin Shkreli (“Shkreli”) in consideration for Shkreli’s formal offer, bid and agreement to make
payment to the Defendants in an amount not less than Two Million ($2,000,000.00) Dollars.
275. Upon information and belief, all rights in and to Shaolin Album, including to all
Masters and Compositions comprising, embodied and included thereon were assigned,
transferred and conveyed to Shkreli pursuant to a written contract with the Defendants on or
about August 26, 2015.
276. At no time on or before August 26, 2015 did the Plaintiffs authorize, permit
and/or consent to the inclusion of any masters featuring the recorded performances of Hawkins
and/o Composition written by Hawkins to be included on Album 9.
277. Upon information and belief, the Defendants received payment and/or payments
from Shkreli in an amount not less than Two Million ($2,000,000.00) Dollars in connection with
and for the rights to the Shaolin Album, including all rights to the Masters, Compositions,
images, pictures and/or materials thereon written by, performed by and featuring Hawkins
278. At no time on or before August 26, 2015 did any of the Defendants request the
Plaintiffs authorization, permission and/or consent to include one or more Masters featuring the
recorded performance of Hawkins and/or include one or more Compositions written by Hawkins
on Album 9.
279. Prior to May 3, 2015, neither Robert Diggs or Mitchell Diggs, informed Hawkins
of their plan and decision to (i) release a new WTC Album; (ii) to limit the reproduction, copying
and/or the manufacturing of a new WTC group Album to one (1) copy; and (iii) sell all right,
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title and interest in and to a new WTC Group Album by and through an auction to the highest
bidder, with Paddle8 or otherwise.
280. In fact, the Defendants never disclosed the contents or track list of the Shaolin
Album prior to its sale to Shkreli and to date, Hawkins has not been allowed to listen to the
Shaolin Album in its entirety.
281. Prior to learning of the auction, the only information provided to Hawkins about a
potential new WTC Group Album was from Robert Diggs. Robert Diggs told the Plaintiff that he
was “shopping around” for a new Distributor and Distribution Agreement under which a new
WTC Album could be released.
282. The Plaintiffs believed and relied upon these representations by Diggs based upon
his prior course of conduct and the fact that every other WTC Album had been released by a
Distributor pursuant to a Distribution Agreement.
283. The Defendants did not consult with and/or involved the Plaintiffs in the selection
of Masters and Composition that ultimately were included on the Shaolin Album, including but
not limited to those Masters featuring Hawkins’ recorded performance and written
Compositions.
284. Therefore, as of the date of this Complaint, it is unknown to the Plaintiffs when
the Compositions and Masters comprising the Shaolin Album were written and/or recorded
and/or if they were written and recorded during the term or the WTP Agreement, the WTP
Amendment, the WTR Agreement, the 2007 WMG Agreement and/or the 2014 WMG
Agreement, if any.
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285. The Plaintiff did not enter a written and/or oral agreement with any of the
Defendants in connection with or that expressly referred to and/or referenced the Shaolin Album,
the inclusion of Hawkins written Compositions and/or recorded performances.
286. Upon information and belief, the Shaolin Album and/or its cover art, credits, and
liner notes contain and incorporate the use of Hawkins’ name, picture, portrait, likeness and/or
image.
287. At no time prior to and/or after the Defendants sale of the Shaolin Album to
Shkreli did the Plaintiffs authorize, permit, consent and/or approve the use of Hawkins’ name,
picture, portrait, likeness and/or image in connection with, in and/or on Album 9.
288. Notwithstanding the foregoing, to date, the Defendants have not paid to the
Plaintiffs any amount, portion, percent or share of the proceeds from the sale of the Shaolin
Album, including any portion or amount of the purchase price paid to the Defendants by and
through the auction conducted by Paddle 8, which upon information and belief is not less than
Two Million (2,000,000) Dollars.
289. Then Plaintiff is entitled to payment from the sale of Album 9 in an amount equal
to its pro-share of the sale price, which is not less than Two Hundred and Fifty Thousand
($250,000.00) Dollars.
V. CAUSES OF ACTION
FIRST CAUSE OF ACTION
(Breach of WTP Agreement & WTP Amendment - Masters)
290. Plaintiffs repeat and re-allege the allegations in paragraphs 1 through 290.
291. Hawkins and WTP entered a valid and binding contract in the form of the WTP
Agreement, which was subsequently amended pursuant to their mutual agreement.
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292. Hawkins has fully performed his obligations under the WTP Agreement and the
WTP Amendment.
293. WTP has received and continues to receive income and royalty payments from
Distributors and/or third parties in connection with the Masters, WTC Albums and Solo Albums
that were commercially released during the term of the WTP Agreement and/or WTP
Amendment.
294. Pursuant to Paragraph 4 of the WTP Agreement, WTP agreed to pay each of the
seven (7) WTC Members that are parties to the WTP Agreement, including Hawkins, a pro-rata
share of fifty (50%) percent of the net profits paid to WTP in connection with the Masters.
295. Pursuant to Paragraph 8 of the WTP Agreement and WTP Amendment, no less
than two (2) times per year, WTP was/is required to account to Hawkins for all income WTP
receives in connection with the Masters.
296. WTP and/or its successors-in-interest to the Masters, including WMG, have
breached the WTP Agreement, as amended by and through their failure to account and/or to pay
Hawkins his share of profits from the Masters released and/or recorded by WTP or successors
during the term of the WTP Agreement, including but not limited to the WTC Albums 1-6, the
Solo Albums and any other Masters featuring the recorded performance of Hawkins, including
but not limited to the last six (6) years prior to the date of this Complaint.
297. By reason of the foregoing and continued breach of the WTP Agreement by WTP
and/or its successor(s)-in-interest to the Masters, WTC Albums and Solo Albums, including but
not limited to WMG, the Plaintiffs have been damaged in amount to be determined at trial but
which is believed to be in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
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SECOND CAUSE OF ACTION
(Breach of WTP Agreement & WTP Amendment - Merchandise)
298. Plaintiffs repeat and re-allege the allegations in paragraphs 1 through 297.
299. Hawkins and WTP entered the WTP Agreement, which was subsequently
amended pursuant to their mutual agreement.
300. As alleged in detail above, Plaintiff shave fully performed their obligations under
the WTP Agreement and WTP Amendment.
301. WTP has received and continues to receive income and royalty payments from
Distributors and third party assignees and/or licensees in connection with the commercial
exploitation of the Merchandise and the rights assigned/granted by the WTC Members, including
Hawkins, pursuant to Paragraph 18 of the WTP Agreement.
302. Pursuant to Paragraph 18 of the WTP Agreement, WTP agreed to pay each of the
seven (7) WTC Members that are parties thereto, including Hawkins, a pro-rata share of fifty
(50%) percent of the net profits paid to WTP in connection with the Merchandise.
303. Pursuant to Paragraph 8 of the WTP Agreement, as amended, WTP is required to
provide an accounting to Hawkins of all Royalties due to him in connection with the
Merchandise no less than two (2) times per calendar year.
304. WTP and/or its successor(s)-in-interest to the Merchandise, including WMG,
have breached the terms of the WTP Agreement, as amended, by their failure to account and/or
pay to Hawkins his share of the income and royalties which are due to him Paragraph 18 of the
WTP Agreement in connection with the Merchandise, including but not limited to for the six (6)
years prior to the date of this Complaint.
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305. By reason of the foregoing and continued breach of the WTP Agreement, WTP
and/or its successor(s)-in-interest to the Merchandise rights, including but not limited to WMG,
the Plaintiffs have been damaged in amount to be determined at trial but which is believed to be
in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
THIRD CAUSE OF ACTION
(Breach of WTP Agreement & WTP Amendment - Compositions)
306. Plaintiffs repeat and re-allege the allegations in paragraphs 1 through 305.
307. Hawkins and WTP entered the WTP Agreement, which was subsequently
amended pursuant to their mutual agreement.
308. As alleged in detail above, Plaintiff shave fully performed their obligations under
the WTP Agreement.
309. WTP has received and continues to receive income and royalty payments from
Universal MGB and/or other third party licensees in connection with the commercial exploitation
of the Controlled Compositions, including but not limited to the Compositions embodied on the
Masters and as included on Schedule 3 attached hereto.
310. Pursuant to Paragraph 19 of the WTP Agreement, as amended, WTP agreed to
pay Hawkins a pro-rata share of 50% of all income paid to or collected by WTP in connection
with Controlled Composition he wrote in whole or part during the term.
311. Pursuant to Paragraph 8 of the WTP Agreement, as amended, no less than two (2)
times per calendar year WTP is required to provide an accounting to Hawkins of all Advances
and Royalties due to him in connection with the Controlled Compositions and those
Compositions he wrote in whole or in part subject to the WTP Agreement, including all
payments from Universal MGB.
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312. WTP and/or its successors-in-interest to the WTP Agreement, including Wu-Pub
and/or WMG, have breached the terms of the WTP Agreement, as amended, by their failure to
account and/or pay the Plaintiffs all advances and royalties which are due pursuant to Paragraph
19 of the WTP Agreement in connection with the Controlled Compositions and Compositions
written by Hawkins that are subject to the WTP Agreement, including for the six (6) year period
prior to the date of this Complaint.
313. By reason of the foregoing and continued breach of the WTP Agreement and
WTP Amendment WTP and/or its successors-in-interest, including Wu-Pub and/or WMG, the
Plaintiffs have been damaged in an amount to be determined at trial, but which is believed to be
in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
FOURTH CAUSE OF ACTION
(Breach of WTR Agreement)
314. Plaintiffs repeat and re-allege all allegations as set forth and contained in
paragraphs 1 through 310 of this Complaint
315. Hawkins and WTR entered a valid and binding contract in the form of the WTR
Agreement.
316. Hawkins fully performed his obligations under and pursuant to the express terms
of the WTR Agreement.
317. As alleged in detailed above, WTR commercially released Redemption, the first
Solo Album written and recorded by Hawkins and which was comprised of Compositions and
Masters written and recorded by Hawkins.
318. As alleged in detail above, WTR and/or its successors in interest, including
WMG, have received, and continue to receive, income, royalty payments and profits from one or
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more Distributor in connection with and from the commercial exploitation of the Masters
comprising Redemption and the Compositions written by Plaintiff which are embodied thereon.
319. Pursuant to the WTR Agreement, WTR is required to pay the Plaintiffs royalties
and/or a percentage of the net profits paid to WTR in connection with Masters comprising
Redemption, individually and/or collectively.
320. Pursuant to the WTR, WTR is required to pay mechanical royalties in
consideration for WTR’s right to copy and reproduce the Compositions written by Hawkins that
are embodied on the Masters comprising Redemption.
321. Pursuant to the express term of the WTR Agreement, no less than two times per
year WTR is required to provide Hawkins with an accounting of all royalties, profits and income
generated and owed to Hawkins in connection with the Masters and Compositions comprising
Redemption.
322. To date, WTR and/or its successors-in-interest, including but not limited to WTP
and/or WMG, have breached the WTR Agreement by failing to account and pay the Plaintiffs
any of the royalties, profits and/or income due in connection with the Masters and Compositions
comprising Redemption pursuant to the WTR Agreement, including but not limited to for the last
six (6) year period prior to the date of this Complaint.
323. By reason of the foregoing and continued breach of the WTP Agreement and
WTP Amendment WTP and/or its successors-in-interest, including Wu-Pub and/or WMG, the
Plaintiffs have been damaged in an amount to be determined at trial, but which is believed to be
in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
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FIFTH CAUSE OF ACTION
(Breach of 2007 WMG Agreement)
324. Plaintiffs repeat and re-allege the allegations in paragraphs 1 through 323.
325. The Plaintiffs and WMG entered a valid and binding contract in the form of the
2007 WMG Agreement,
326. Hawkins has fully performed his obligations under the 2007 WMG Agreement.
327. As detailed above, WMG has received and continues to receive income and
royalty payments from Universal and/or other third party licensees in connection with the
commercial exploitation of Album 7 and the WMG Merchandise
328. Pursuant to the WMG Agreement WTP agreed to pay Hawkins his pro-rata share
of the WMG Income, specifically 11.1% of the net advances and royalties paid to or collected by
WTP in connection with Album 7, WMG Merch, all publishing advances in connection with the
Compositions embodied on Album 7 and mechanical royalties in connection with the
Compositions written by Hawkins, in whole or in part (the “WMG Revenue”).
329. Pursuant to the 2007 WMG Agreement, WMG is required to provide an
accounting to Hawkins of all WMG Revenue due to him no less than two (2) times per calendar
year.
330. To date, WMG has breached the 2007 WMG Agreement by its failure to provide
the Plaintiffs with an accounting of any WMG Revenue.
331. To date, WMG has breached the 2007 WMG Agreement by its failure to make
payment of all WMG Income due to Plaintiff pursuant to the 2007 WMG Agreement, including
in connection with the profits from Album 7, the WMG Merchandise and the Compositions on
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Album 7, including but not limited to for the six (6) year period prior to the date of this
Complaint.
332. By reason of the foregoing and continued breach by WMG, the Plaintiffs have
been damaged in an amount to be determined at trial, but in a sum believed to be in excess of
Two Hundred and Fifty Thousand ($250,000.00) Dollars.
SIXTH CAUSE OF ACTION
(Breach of 2014 WMG Agreement)
333. Plaintiffs repeat and re-allege the allegations in paragraphs 1 through 332.
334. The Plaintiffs and WMG entered a valid and binding agreement in the form of the
2014 WMG Agreement.
335. Plaintiffs shave fully performed their obligations under the 2014 WMG
Agreement.
336. As alleged in detail above, WMG has received and continues to receive income
and royalty payments from Warner Bros and/or other third party Distributors and licensees in
connection with the commercial exploitation of Album 8, the Album 8 Merchandise and the
Compositions written by Hawkins embodied on Album 8.
337. Pursuant to the WMG Agreement, WMG agreed to pay Hawkins a pro-rata share
(as determined by the number of WTC Members that appeared on Album 8), of the net royalties
paid to or collected by WMG in connection with the Album 8, Album 8 Merchandise and the
Compositions embodied on Album 8 written by the WTC Members, including Hawkins.
338. Pursuant to the 2014 WMG Agreement, no less than two (2) times per calendar
year, WMG is required to provide an accounting to Hawkins of all income paid to WMG and
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owed to the Plaintiffs in connection with Album 8, the Album 8 Merchandise, the Compositions
embodied on Album 8 written by the WTC Members and otherwise.
339. WMG has breached the 2014 WMG Agreement by its failure to provide the
Plaintiffs with an accounting of all income payable to the Plaintiffs pursuant to 2014 WMG
Agreement, including but not limited to the six (6) year period prior to the date of this
Complaint.
340. WMG has breached the 2014 WMG Agreement by its failure to pay the Plaintiffs
all royalties, income and/or profits which are due pursuant to the 2014 WMG Agreement,
including but not limited to the six (6) year period prior to the date of this Complaint.
341. WMG has breached the 2014 WMG Agreement by its failure to pay the Plaintiffs
their share of the Recording Budget as expressly provided for in the 2014 WMG Agreement.
342. By reason of the foregoing and continued breaches of the 2014 WMG Agreement
by WMG, the Plaintiffs have been damaged in amount to be determined at trial but believed to
be in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
SEVENTH CAUSE OF ACTION
(Breach of Diggs Family Agreement)
343. Plaintiffs repeat and re-allege the allegations as set forth and contained in
paragraphs 1 through 342 of this Complaint.
344. As alleged in detail above, Plaintiffs have fully performed their obligations under
the Diggs Family Agreement.
345. As alleged in detail above, the Plaintiffs assigned to Diggs Family an ownership
interest, and Diggs Family has acted as the administrator of and for those Compositions written
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in whole and/or in part by the Plaintiff, including but not limited to the Compositions identified
on Schedule 2 and or the “Subject Compositions” as defined in the Diggs Family Agreement.
346. As alleged in detail above, Diggs Family, has registered, collected and continues
to receive income and royalty payments from WTP, Wu-Pub, WMG, WTR, BMG and/or other
third parties, in connection with the commercial exploitation of the “Subject Compositions”
and/or Compositions, included on Schedule 3 attached hereto.
347. Pursuant to Paragraph 7 of the Diggs Family Agreement, Diggs Family agreed to
and is required to account and pay to the Plaintiffs their share of all income, license fees and
royalties paid to or collected by Diggs Family in connection with the Subject Compositions and
Compositions written by Hawkins no less than two (2) times per calendar year.
348. Diggs Family and/or its successor-in-interest(s) to the Diggs Family Agreement
and/or rights therein, including Wu-Pub, WTP and/or WMG, have breached the Diggs Family
Agreement by their failure to account and/ pay to the Plaintiffs any royalties, income and/or fees
payable to the Plaintiffs in connection with the Subject Compositions and Compositions pursuant
to the express terms of the Diggs Family Agreement, including but not limited to the last six (6)
years prior to the date of this Complaint.
349. Diggs Family has breached the Diggs Family Agreement by continuing to act as
the Plaintiffs copyright administrator and by collecting income generated by the Subject
Compositions and Compositions after the expiration of its term.
350. Additionally, Diggs Family has breached its express obligations under the Diggs
Family Agreement by, inter alia: failing to properly control, administer and exploit all rights to
Hawkins’ musical compositions, failing to collect income due and owing in connection with the
Subject Compositions from defendants, WMG, WTR and/or WTP. withholding monies and
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failing to properly apportion income that it has received from the exploitation of Hawkins’
musical compositions; and failing to keep and maintain the books, statements and accounts
separate and apart from other entities or divisions of WTP.
351. By reason of the foregoing breach by Diggs Family and/or its successors-in-
interest WMG, WTP, Wu-Pub and/or WMG, Plaintiffs have been damaged in an amount to be
determined at trial, but which is believed to be in excess of Two Hundred and Fifty Thousand
($250,000.00) Dollars.
EIGHTH CAUSE OF ACTION
(Breach of Contract- Shaolin Album)
352. Plaintiffs repeat and re-allege the allegations as set forth and contained in
paragraphs 1 through 351 of this Complaint.
353. As alleged in detail above, defendants Robert Diggs and Mitchell Diggs compiled
twenty-six Masters featuring the recorded performance of the WTC Members, individually and
collectively as the WTC Group.
354. Collectively, these twenty-six Masters compiled by defendants Robert Diggs and
Mitchel Diggs comprise Album 12.
355. Upon information and belief, the Masters comprising Album 12 were recorded by
the WTC Members, including but not limited to Hawkins, during the term(s) of the WTP
Agreement, WTP Amendment, WTR Agreement, 2007 WMG Agreement and/or 2014 WMG
Agreement.
356. Upon information and belief, the Defendants only produced one physical copy of
Album 12 and auctioned off all right, title and interest in and to the Masters and Compositions
comprising Album 12 to the highest bidder.
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357. Upon information and belief, the Defendants sold all right, title and interest in and
to Album 12 to Shkreli in consideration for the payment of Two Million ($2,000.000.00) Dollars.
358. Pursuant to the WTP Agreement, WTR Agreement, 2007 WMR Agreement
and/or the 2014 WMR Agreement, Hawkins is entitled to an accounting of all income paid to the
Defendants in connection with the Masters and payment of a mutually agreed upon royalty
and/or share of net profits.
359. Defendants WTP, WTR and/or WMG and their respective successors-in-interest
and assigns have breached their agreement(s) with the Plaintiffs by failing to account for all
income generated by the sale of Album 12 and failure to pay Hawkins his pro-rata share of all
proceeds from the sale.
360. Notwithstanding the foregoing, to date the Defendants have failed to formally
disclose to Hawkins the purchase price of Album 12 and/or pay to the Plaintiff’s any portion of
the purchase price paid to the Defendants.
361. By reason of the foregoing breach by the Defendants and/or their successors-in-
interest, Plaintiffs have been damaged in an amount to be determined at trial, but which is
believed to be in excess of Two Hundred and Fifty Thousand ($250,000.00) Dollars
NINTH CAUSE OF ACTION
(Unlawful Appropriation and Unjust Enrichment - Shaolin Album)
362. Plaintiffs repeat and re-allege the allegations as set forth and contained in
paragraphs 1 through 361 of this Complaint.
363. Upon information and belief, the twenty (26) Masters comprising Album 12, were
written and recorded during the period when Hawkins was not under an exclusive recording
agreement with the Defendants i.e. from 2007 to date.
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364. As alleged above, Hawkins provided his services as a recording artist and services
as a writer to the Defendants from 2007 to date on a priority basis, but not on an exclusive basis.
365. The Defendants did not have the rights to commercially exploit all of the
Compositions and Masters written and recorded by Hawkins during this time, only to those
Masters and Compositions which were released on Album 7 and/or Album 8.
366. During this time, Hawkins did write and record Compositions and Masters with
the other WTC Members, many of which were not included on Album 7 and/or 8 or any other
commercial release which the Plaintiffs had authorized their inclusion upon.
367. During this time Hawkins provided his services to the Defendants as a recording
artist and as a writer, including but\not limited to in connection with the Twenty-Six (26) Master
comprising Album 12.
368. The Defendants did not have the rights to commercially exploit or sell Album 12
pursuant to any of the recording agreements they entered with Hawkins.
369. Notwithstanding the foregoing, the Defendants sold Album 12, which included
Masters featuring the recorded performance of Hawkins and Compositions written by Hawkins.
370. As a result of their acts of unlawful appropriation, the Defendants have been
unjustly enriched the expense of Hawkins by selling the Masters and Compositions comprising
Album 12 for Two Million ($2,000,00.00) Dollars.
371. However, the Defendants have failed to pay Hawkins for his services in
connection with Album 12, which upon their prior course of conduct if a pro-rata share based
upon the number of WTC Members that contributed their writing and recording services to
Album 12.
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372. The Defendants and have unlawfully obtained money, which under the
circumstances in equity and good conscience they ought not to retain
373. The Defendants, by failing to remit to Hawkins, proper compensation for his
recording and writing services, the Defendants have been unjustly enriched in an amount to be
determined at trial, but in any event in an amount not less than Two Hundred and Fifty Thousand
($250,000) Dollars.
374. As the acts, practices and course of conduct in which the Defendants have
engaged are willful and malicious, the Plaintiffs are entitled to exemplary and punitive damages
in an amount to be set by the trier of fact.
TENTH CAUSE OF ACTION
(Breach of Fiduciary Duty - Compositions)
375. Plaintiffs repeat and re-allege the allegations as set forth and contained in
paragraphs 1 through 374 of this Complaint.
376. By virtue of the rights assigned to the Defendants pursuant to the WTP
Agreement and the Diggs Family Agreement, the Defendants and their respective successors-in-
interest and/or assignees were the administrators of Plaintiffs interests in the Compositions.
377. Based on the foregoing, the Defendants are the Plaintiffs agents in connection
with the Compositions and owe a fiduciary duty to the Plaintiffs.
378. The Plaintiffs placed special trust and confidence in Robert Diggs and Mitchell
Diggs to cause WTP and Diggs family to administer the Compositions and copyrights thereto.
379. To the extent that the Defendants received sums of money generated and derived
by the commercial exploitation of the Compositions written by Hawkins, they held such monies
as fiduciaries and trustees for the benefit of Plaintiffs.
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380. The Defendants had a duty of care, a duty of loyalty and duty of honesty to the
Plaintiffs, and as such had affirmative duties to maximize the value of the Compositions, ensure
that Defendants interests in the Compositions were properly registered with applicable
performing right societies and other collection agencies to collect all income generated by the
Compositions and to properly account to and pay the Plaintiffs in connection with the
Compositions.
381. The Defendants breached their fiduciary duties to the Plaintiff, including their
duty of care, duty of loyalty and duty of honesty by failing properly register Plaintiffs interests in
the Compositions, by self-dealing and advancing their own financial interests over the Plaintiffs’,
by failing to account and/ pay to the Plaintiffs any royalties, income and/or fees payable to the
Plaintiffs in connection with the Compositions, by acting as Plaintiffs administrator in
connection with Compositions that were not subject to the co-publishing and administration
agreements the ente4red into with the Plaintiffs and by continuing to administer the
Compositions after their rights to act in such capacity terminated pursuant to their respective
agreements.
382. By reason of the foregoing, the Plaintiffs have sustained actual damages in the
minimum sum of Two Hundred and Fifty Thousand ($250,000) Dollars.
383. As the acts, practices and course of conduct in which the Defendants have
engaged are willful and malicious, the Plaintiffs are entitled to exemplary and punitive damages
in an amount to be set by the trier of fact.
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JURY DEMAND
The Plaintiffs demand a trial by jury on all causes of action alleged herein.
PRAYER FOR RELIEF
WHEREFORE, the plaintiffs, Lamont Hawkins p/k/a U-God, Infinity Machine
Entertainment, Inc. and Grouch Music demand judgment against the Defendants as follows:
(a) On the first cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(b) On the second cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(c) On the third cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(d) On the fourth cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(e) On the fifth cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
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determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(f) On the sixth cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(g) On the seventh cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars:
(h) On the eighth cause of action for breach of contract, that Plaintiffs be awarded
compensatory damages from the Defendants, jointly and severally, in an amount to be
determined at trial, but that is not less than Two Hundred and Fifty Thousand ($250,00.00)
Dollars;
(i) On the first cause of action through the eighth cause of action, an accounting of
all monies, income, profit and/or expenses in connection with the commercial exploitation of the
Masters, Merchandise and Compositions from inception to date and/or in the alternative for the
six (6) year period prior to the filing of this Complaint.
(j) On the first cause of action through the eighth cause of action, terminating
Defendants rights pursuant to the terms of the WTP Agreement, WTP Amendment, WTR
Agreement, 2007 WMG Agreement and 2014 WMG Agreement to: (a) collect any future income
from the Masters, Compositions and Merchandise which is payable to the Plaintiffs; and (b) act
as the Plaintiff’s copyright administration connection with the Compositions;
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(k) On the first cause of action through the eighth cause of action, imposing a
constructive trust over any and all monies wrongfully held by Defendants that rightfully belongs
to Plaintiffs under the WTP Agreement, WTP Amendment, WTR Agreement, 2007 WMG
Agreement and 2014 WMG Agreement;
(l) On the ninth cause of action, that Plaintiffs be awarded actual and compensatory
damages from the Defendants, jointly and severally, in an amount to be determined at trial, but
that is not less than Two Hundred and Fifty Thousand ($250,00.00) Dollars, with interest;
(m) On the tenth cause of action, that Plaintiffs be awarded actual and compensatory
damages from the Defendants, jointly and severally, in an amount to be determined at trial, but
that is not less than Two Hundred and Fifty Thousand ($250,00.00) Dollars, with interest;
(n) On the ninth and tenth causes of action, that Plaintiff’s be awarded punitive and
exemplary damages in a sum to be set by the trier of fact;
(o) Together with pre- and post-judgment interest, attorneys’ fees, costs and
disbursements as provided by law and such other and further relief as the court deems just and
proper.
DATED: November 29, 2016
New York, New York
JEKIELEK & JANIS, LLP
By:_____________________________
Jon D. Jekielek, Esq.
153 West 27th
Street, Suite 204
New York, New York 10001
Tel: (212) 686-7008
Fax: (212) 542-8883
Attorneys for Plaintiffs
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