genuine vs. a&e lawsuit

1COMPLAINT

Neville L. Johnson (SBN 66329)Douglas L. Johnson (SBN 209216)James T. Ryan (SBN 210515)JOHNSON & JOHNSON LLP439 North Canon Drive, Suite 200Beverly Hills, California 90210Telephone: (310) 975-1080Facsimile: (310) 975-1095Email: [email protected]

[email protected] [email protected]

Attorneys for Plaintiffs, GENUINE ENTERTAINMENT, INC. d/b/aTHE IDEA FACTORY and REBEL ENTERTAINMENT PARTNERS, INC.

SUPERIOR COURT FOR THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

GENUINE ENTERTAINMENT, INC. d/b/a THE IDEA FACTORY and REBEL ENTERTAINMENT PARTNERS, INC.,

Plaintiffs,

v.

STEVEN SEAGAL; STEAMROLLER PRODUCTIONS; INTERNATIONAL CREATIVE MANAGEMENT, INC.; NICK REED; A&E TELEVISION NETWORK; and DOES 1 - 30, inclusive,

Defendants.

CASE NO.:

COMPLAINT FOR:

1. BREACH OF ORAL JOINT VENTURE AGREEMENT;

2. PROMISSORY ESTOPPEL;3. AIDING AND ABETTING AND

BREACH FIDUCIARY DUTIES; 4. FRAUD; 5. BREACH OF IMPLIED-IN-FACT

CONTRACT;6. BREACH OF CONFIDENCE;7. CONSPIRACY TO COMMIT

INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS;

8. CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 1]; AND

9. CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 2].

DEMAND FOR JURY TRIAL

2COMPLAINT

Plaintiffs GENUINE ENTERTAINMENT, INC. d/b/a THE IDEA

FACTORY and REBEL ENTERTAINMENT PARTNERS, INC. (collectively

referred to as “Plaintiffs”), demanding trial by jury, complain and allege on

information and belief as follows:

THE PARTIES

PLAINTIFFS

1. Plaintiff GENUINE ENTERTAINMENT, INC. is a California corporation

that does business in the County of Los Angeles, State of California and elsewhere

as THE IDEA FACTORY (“Idea Factory”).

2. Plaintiff REBEL ENTERTAINMENT PARTNERS, INC. (“Rebel”) is a

California corporation that does business in the County of Los Angeles, State of

California.

DEFENDANTS

3. Defendant STEVEN SEAGAL (“Seagal”) is an individual and is now, and at

all times mentioned in this complaint was, on information and belief, a resident of

the County of Los Angeles, State of California.

4. Defendant STEAMROLLER PRODUCTIONS (“Steamroller”) is a

California corporation and is now, and at all times mentioned in this complaint was,

doing business in the County of Los Angeles, State of California. At all times

mentioned herein, Steamroller approved and/or ratified the acts of its agent, Seagal.

At all times mentioned herein, Seagal was acting as the agent for and on behalf of

Defendant Steamroller.

5. Defendant INTERNATIONAL CREATIVE MANAGEMENT, INC.

(“ICM”) is a California corporation and is now, and at all times mentioned in this

complaint was, doing business in the County of Los Angeles, State of California.

6. Defendant NICK REED (“Reed”) is an individual and is now, and at all

times mentioned in this complaint was, on information and belief, a resident of the

3COMPLAINT

County of Los Angeles, State of California. At all times mentioned in this

complaint, Reed was acting as the agent for and on behalf of Defendant ICM as its

employee.

7. Defendant A&E TELEVISION NETWORK (“A&E”) is, on information and

belief, a privately-held partnership that does business in the County of Los Angeles,

State of California.

8. Plaintiffs are ignorant of the true names and capacities of the Defendants

sued herein as Does 1 through 30, inclusive, and therefore sues such Defendants by

fictitious names. Plaintiffs will seek leave of Court to amend this complaint to

allege their true names and capacities when they have been ascertained. Plaintiffs

are informed and believe, and thereon allege, that each of the fictitiously named

defendants were responsible in some manner for the occurrences herein alleged,

and that Plaintiffs’ damages, as herein alleged, were proximately caused by such

conduct.

9. At all times herein mentioned, all defendants, including Does 1 through 30,

were the agents, servants, and employees of their co-defendants, and in doing the

things hereinafter alleged, were acting within the course and scope of their

authority as those agents, servants, and employees and with the permission and

consent of their co-defendants. Throughout this complaint, Defendants and Does 1

through 50 are sometimes referred to collectively as “Defendants.”

COMMON ALLEGATIONS

10. Plaintiff Idea Factory is an independent, end-to-end production company

with offices in Los Angeles that is wholly-owned and controlled by Darryl Silver

(“Silver”). Idea Factory specializes in the development and production of non-

scripted television programs.

11. On July 23, 2007, Seagal and Darryl Silver’s brother, Scott, met at Seagal’s

home. During the course of the discussion, Scott Silver mentioned to Seagal that

4COMPLAINT

his brother, Darryl, was a non-scripted television producer. Upon learning this

Seagal requested that Scott Silver ask his brother, Darryl, to set up a meeting with

Seagal to discuss the possibility of doing a reality television show with Idea Factory

starring Seagal.

12. After a meeting was set up, Idea Factory began to develop several different

ideas for a non-scripted television show based around Seagal, who is an

international film star. One of the variations of the idea was called “Steven

Seagal’s Sidekick” or “Kung Pow” and it involved different people competing in an

elimination-style format to become Seagal’s protégé and star in one of his films.

Another variation was called “Standing Tall” which involved three different

iterations. In the first iteration, Seagal assisted people who needed help confronting

adversaries. In the second iteration, Seagal seeks out the best fighters in the United

States and teaches them various fighting styles. The final iteration, which is

germane to this lawsuit, was developed later on as more fully described below.

13. On August 10, 2007, Darryl Silver met Seagal at his home for

approximately an hour and a half discuss a reality show starring Seagal. The two of

them discussed different concepts of the shows that Idea Factory had developed to

that point. They also discussed that certain networks would be interested in

different types of shows depending on their programming and target audience so

they would pitch networks variations on the ideas accordingly. The two also

discussed Seagal’s popularity overseas and how international distribution could

result in significant revenue.

14. During this meeting, Silver, on behalf of Idea Factory and Seagal, on behalf

of himself and Steamroller, entered into an oral joint venture agreement for the

purpose of developing and producing a non-scripted (reality) show starring Seagal.

The material terms of the joint venture agreement, which were discussed an agreed

upon at this meeting, included that Idea Factory and Steamroller would co-produce

5COMPLAINT

the television show and equally share all executive producer fees as well as all

back-end fees. The two also discussed that Seagal could negotiate for and receive a

separate fee for his services as “on-air” talent.

15. Seagal confirmed during the meeting with Silver that Idea Factory had the

exclusive rights to go out and “shop” a reality show starring Seagal to different

networks and to start setting pitch meetings with networks to garner interest in a

show. In addition, and of particular importance for reasons discussed below,

Seagal instructed Silver that Idea Factory was to deal directly with Seagal or his

producing partner at Steamroller, Phillip Goldfine (“Goldfine”). Finally, Silver

asked Seagal to sign a written agreement reflecting the terms that the parties orally

agreed upon. Seagal did not agree to sign anything in writing, but said that his

handshake is his bond and that “we have a deal.” Seagal confirmed to Silver that

he would personally participate in phone calls and pitch meetings set up by Idea

Factory pursuant to their agreement.

16. A few days after the joint venture was formed, Seagal called Silver and

requested that he speak to Goldfine to tell him about what Silver and Seagal had

agreed to as well as generally how reality television works. During that

conversation Goldfine told Silver that he believed that Seagal would never go

forward with the show.

17. After the conversation with Goldfine, Silver spoke to Seagal and asked him

about whether he was serious about moving forward with the joint venture in light

of what Goldfine said. Seagal dismissed what Goldfine told Silver and assured

Silver that he did want to do a reality show with Idea Factory and told him to

continue to move forward with the joint venture as discussed, which Silver did.

18. In addition to Seagal asking Silver to call Goldfine as described above,

Seagal asked Silver to call his agent at ICM, Nick Reed, and explain the project the

joint venture was pursuing and that, at Seagal’s request, Idea Factory had been

6COMPLAINT

going to networks and pitching various reality-type docu-series that would star

Seagal. Consequently, Silver called Reed at Seagal’s request and explained to Reed

that Idea Factory entered into a joint venture with Seagal and Steamroller. Silver

also told Reed about the networks that would be pitched and how the joint venture

could be very profitable from the sale of the international distribution rights and

that Seagal could get a sizeable per episode fee.

19. Upon hearing this, Reed proceeded to tell Silver that he felt that Plaintiff

was on a “fool’s errand” and that Seagal would never follow through and do this

show. Reed also told Silver that Seagal gets $5 million a picture and a reality show

would hurt his career. Reed said that he has to view Seagal’s career from 30,000

feet and that he felt a reality show project would be a bad move career-wise for

Seagal. Reed said that he would be advising Seagal not to do any reality show as it

would hurt his career. Silver explained to Reed that it was Seagal who called for

the meeting about developing a reality show in which he would star. The call

ended the call with Reed telling Silver he would discuss the matter with Seagal.

20. Immediately after the call with Reed, Silver called Seagal and told him what

Reed said and, more specifically, that Reed said that he (Seagal) would never do the

show. Seagal’s response to Silver was that Reed was his film agent not his

television agent and not to worry about what Reed said and that he (Seagal) was his

own boss and did what he wanted not what his agent(s) wanted him to do. Seagal

then instructed Silver to proceed with pitching to the networks as discussed and not

to worry about what Reed had said.

21. Rebel is a well-respected talent agency that represents Idea Factory.

Pursuant to the joint venture agreement between Idea Factory and Seagal and

Steamroller, and in reliance on Seagal’s multiple representations to Silver about

continuing to move forward, Rebel began setting pitch meeting with networks to

pitch a reality show starring Seagal. Consequently, Rebel placed calls to the

7COMPLAINT

following networks the week of August 14, 2007: VH-1, Court TV, A&E, Spike

and My Network.

22. The first network to show immediate interest was VH-1. After a few

exchanges, Silver sent VH-1 a written treatment for a reality show called “Steven

Seagal’s Sidekick.” The concept for the “Steven Seagal’s Sidekick” was for

persons to compete to become Seagal’s new protégé and co-star. On August 29, a

conference call was held with VH-1 employees, Silver, Silver’s former business

partner, Stephen David (“David”), and Seagal regarding the treatment for the show.

During this call, Seagal confirmed that he was working together with Idea Factory

to develop and produce a reality show in which he was to star. On September 7,

VH-1 informed Silver that they want to move forward with the “Steven Seagal’s

Sidekick.” On September 18, VH-1 sent Rebel an offer with deal points relating

specifically to Seagal’s involvement in “Steven Seagal’s Sidekick.” VH-1 offered

Seagal $20,000 per episode.

23. Another network that showed immediate interest was A&E. On August 28,

David met with Neil A. Cohen (“Cohen”), a Vice President of Non-Fiction &

Alternative Programming for A&E, to pitch two projects, one of which was the

reality show starring Seagal. Cohen and A&E understood that David was pitching

ideas for a reality show starring Seagal to A&E with the expectation that A&E

would compensate Idea Factory if it used any ideas conveyed by Idea Factory. The

two variations of the reality show starring Seagal that David pitched to Cohen on

August 28 were “Kung Pow” and “Standing Tall.” “Kung Pow” and “Steven

Seagal’s Sidekick” are different names for the same show concept whereby

contestants compete to become Seagal’s protégé in his next film. “Standing Tall” is

a different concept in which Seagal helps people stand up for themselves.

24. On August 31, Cohen emailed David because he wanted to discuss the two

concepts for the reality show starring Seagal. Thereafter, Cohen and David spoke

8COMPLAINT

on the phone to discuss Idea Factory’s ideas for the Seagal project. Cohen asked

David if Idea Factory had an idea for a reality show that could be less formatted and

more closely based on Seagal’s real life. David told Cohen that he would find out

more about Seagal’s life and come back to A&E with a new show idea that was

more along the lines of what Cohen had described.

25. On September 7, Cohen sent an unsolicited email to David to see if there

were any “updates” regarding the Seagal project. Also, on September 7, Silver and

David received an email from Cohen that states: “Just learning that some other

folks are out pitching [Seagal] for a reality series… How confident are you that he’s

committed to y’all?” Thereafter, Silver spoke to Cohen who stated that he heard

that someone named Bill Anton was pitching the concept of Seagal starring in a

reality show with a different production company called Objective Entertainment.

26. Upon hearing this, Silver called Seagal to see if what Cohen heard was true.

Seagal told Silver that it was not true, that he has no deal with Objective

Entertainment and has never heard of it, and that he would call his friend, Bill

Anton, and tell him to stop whatever he was doing because Seagal was committed

to the joint venture with Idea Factory. In this conversation, Seagal once again

reassured Silver that he was committed to doing a reality show with Idea Factory.

27. A third network that showed interest in a reality show built around Seagal

was Court TV (now called TruTV). On September 5, 2007, Idea Factory sent

Marissa Ronca (“Ronca”) of Court TV a treatment for “Standing Tall.” On October

2, 2007, Silver and Ronca went to Seagal’s house for a meeting to discuss the show.

During this meeting Seagal revealed to Silver and Ronca for the first time that he

was a sheriff’s deputy in New Orleans and that he spends his free time assisting the

Sherriff’s Department with solving crimes. Also during this conversation, Seagal

specifically told Ronca in front of Silver that he respects Idea Factory, trusts Silver

and is committed to doing the show with the Idea Factory.

9COMPLAINT

28. Immediately following the meeting at Seagal’s house, Idea Factory

developed a new idea for reality show starring Seagal that was centered on Seagal’s

real-life work as a sheriff’s deputy in New Orleans.

29. Because Cohen had specifically asked David if there was a way to have a

show based on Seagal’s real life, Silver called Cohen on October 2 to tell him about

Idea Factory’s new idea for a show based on Seagal’s real life as a sheriff’s deputy

in New Orleans. Cohen and A&E understood that Silver was conveying this idea to

A&E with the expectation that A&E would compensate Idea Factory if it used the

idea.

30. A few hours later in the day on October 2 after the call, Cohen emailed

Silver stating: “We are interested & want to talk budget with you asap. Call me.”

31. A&E loved Idea Factory’s idea based on Seagal’s real life as a sheriff’s

deputy in New Orleans so much that on October 3, Cohen sent Silver an email at

8:16 a.m. asking Silver to call him “asap.” Thereafter, Cohen called Silver and

begged him to push off the other networks so that A&E could be in business with

Seagal. Robert Sharenow (“Sharenow”), Senior Vice President Non-Fiction &

Alternative Programming for A&E, joined in the call with Silver and Cohen.

Sharenow was stridently trying to convince Silver that A&E would be the best

network for Seagal and pleaded with Silver to get a meeting with Seagal to discuss

the show centered on Seagal’s real life. During this call Silver explained that Idea

Factory had a joint venture agreement with Seagal for the show and Sharenow and

Cohen assured Silver that Idea Factory would be protected.

32. On October 4, 2007, Cohen emailed Silver: “Rob [Sharenow] and I are

ready to jump on a plane next week…Please call me asap on my cell when you’ve

made contact with Seagal. […] Now get me the f*#*ing mtg!”

33. Later in the day on October 4, 2007, Silver got in touch with Seagal to let

him know that A&E wanted to have a meeting to discuss a show based on his work

10COMPLAINT

in New Orleans. In this call, Seagal suggested that Silver call Reed again to bring

him up to date on what has been transpiring. Seagal said that he now wanted Reed

more “in the loop” since deals have been emerging from the networks.

34. At Seagal’s request, Silver called Reed after getting off the phone with

Seagal. In the call with Reed, Reed told Silver once again that he did not want

Seagal to do a docu-series based on his police work in New Orleans. Reed stated

that Seagal makes $5 million a picture and that Idea Factory was wasting its time

and that he (Reed) was going to tell Seagal not to do the show. Reed also told

Silver that he was going to talk to Seagal about it.

35. On or about October 5, 2007, Silver, Idea Factory’s attorney, Stephen Clark

(“Clark”), and Reed had a conference call to strategize about how much to ask

A&E per episode for Seagal. Notwithstanding everything that Reed had said to

Silver previously, Reed specifically authorized Silver and Clark to negotiate with

A&E to get (the seemingly impossible number of) $200,000 per episode for Seagal,

which would be ten (10) times more than VH-1’s initial offer.

36. Following Reed’s directive, Silver and Clark called Cohen as instructed to

tell him that Seagal wanted $200,000 an episode. When Silver and Clark told

Cohen about the amount Seagal wanted per episode, Cohen’s response was “We are

not afraid of that number,” i.e., $200,000. Cohen also said that they wanted to set

up a face-to-face meeting with Seagal before they would close a deal. Silver and

Clark relayed this remarkable information to Reed.

37. On October 7, 2007, Cohen sent Silver an email with a URL link of a video

of Seagal attending the funeral of New Orleans Sheriff Harry Lee. In the email,

Cohen tells Silver to “Check out your boy…”

38. On October 8, 2007, Silver made travel arrangements along with Cohen and

Sharenow to fly to Vancouver on October 10, 2007, where Seagal was shooting a

film, in order for the A&E executives to meet in person with Seagal and close the

11COMPLAINT

deal.

39. On October 9, 2007, Silver learned that Reed and Goldfine called Cohen

directly to negotiate on behalf of Seagal. That same day, Reed called Debra

Goldfarb, the Partner and Executive Vice-President at Rebel, and screamed at her.

Reed said that Seagal asked him to call Goldfarb and tell her that Seagal is “not

doing a show at this time” and to advise Idea Factory that Seagal will no longer be

doing a show with it. Goldfarb warned Reed that that he should expect a lawsuit if

Seagal proceed to do a show with any of the networks that Idea Factory and Rebel

brought to Seagal. Reed’s response was that Idea Factory and Rebel should “hire a

lawyer” and then hung up on Goldfarb.

40. Immediately after speaking to Reed, Goldfarb called Cohen. Cohen told

Goldfarb that Reed and Goldfine were concerned about Seagal’s career and were

upset that Idea Factory “went around them” to speak to Seagal. Goldfarb warned

Cohen that if A&E moved forward on the project without Idea Factory that A&E

could expect a lawsuit.

41. On October 10, 2007, Silver spoke to Cohen and said a lawsuit would be

filed if the Seagal project moved forward without Idea Factory.

42. As of October 10, 2007, Seagal stopped returning phone calls from Silver.

43. At the end of October 2007, Plaintiffs heard rumors that ICM was trying to

negotiate a deal with A&E on behalf of Seagal and his production company based

on the same idea that the Idea Factory pitched to A&E. Consequently, Goldfarb

called Cohen to inquire and Cohen said that nothing was happening. Goldfarb told

Cohen that if A&E decided to go forward with Seagal on any of the specific ideas

brought to A&E by Idea Factory that Idea Factory must be involved or that A&E

could expect a lawsuit. Cohen told Goldfarb that there was nothing to talk about at

this point. Thereafter, Goldfarb sent Cohen multiple emails and called him multiple

times over the next couple of months without any substantive response from Cohen.

12COMPLAINT

44. Between May and June 2008, Plaintiff discovered that Granada America, a

production company, was in pre-production on a reality show based on Seagal’s

work as a sheriff’s deputy in New Orleans. Granada America is represented by

Defendant ICM. On information and belief, filming began on the show in July

2008.

45. On information and belief, everyone associated with the production of the

show was required to sign a strict confidentiality agreement preventing them from

discussing the show in any respect.

46. On November 24, 2008, A&E publically announced that it was in

production on “Steven Seagal: Lawman,” a reality series that chronicles Seagal’s

life in law enforcement as a deputy sheriff for the Jefferson Parish Sheriff’s Office

in Louisiana. According to the announcement, “Steven Seagal: Lawman” is

produced for A&E by Granada America and Steamroller, Seagal and Goldfine are

the executive producers from Steamroller, and Sharenow and Cohen are the

executive producers from A&E.

FIRST CAUSE OF ACTION

BREACH OF ORAL JOINT VENTURE AGREEMENT

(Plaintiff Idea Factory against Defendants Seagal, Steamroller and Does 1-10)

47. Plaintiff realleges and incorporates by this reference the allegations

contained in the paragraphs 1 through 46, as though fully set forth herein.

48. On August 10, 2007, Idea Factory, on the one hand, and Defendants Seagal

and Steamroller, on the other, entered into an oral joint venture agreement for the

purpose of developing and producing a reality show starring Seagal (the “Joint

Venture Agreement”). The material terms of the Joint Venture Agreement, which

were discussed an agreed upon at this meeting, included that Idea Factory and

Steamroller would co-produce the television show and equally share all executive

producer fees as well as all back-end fees. In addition, Seagal would receive a

13COMPLAINT

separate fee for his services as “on-air” talent.

49. Idea Factory performed all of its obligations under the Joint Venture

Agreement or was excused from performance as a result of Defendants’ material

breaches.

50. Although Defendants had the ability to carry out the terms of the Joint

Venture Agreement, Defendants breached the Joint Venture Agreement by

repudiating its existence and wrongfully excluding Idea Factory from co-producing

a reality show starring Seagal and sharing in executive producer fees and back-end

fees. Said conduct constitutes a material breach of the Joint Venture Agreement.

51. Defendants further breached the implied covenant of good faith and fair

dealing by unfairly preventing Idea Factory from receiving all of the benefits it

would be entitled to receive under the Joint Venture Agreement had Defendants not

breached.

52. As a direct and proximate result of Defendants’ breach, Idea Factory has

suffered damages in an amount that is in excess of the minimum jurisdiction of the

Superior Court.

SECOND CAUSE OF ACTION

PROMISSORY ESTOPPEL

(Plaintiff Idea Factory against Seagal, Steamroller and Does 1-10)



54. Plaintiff alleges this claim in the alternative to its cause of action for Breach

of Oral Joint Venture Agreement.

55. Defendants made a promise clear and unambiguous in its terms that they

would work together with Idea Factory to develop and produce a reality show

starring Seagal.

56. Idea Factory relied on the promise by Defendants as demonstrated by Idea

14COMPLAINT

Factory’s pitches to networks and other efforts to sell a reality show starring Seagal.

57. Idea Factory’s reliance was both reasonable and foreseeable in light of the

multiple assurances by Seagal to Idea Factory and others that he was committed to

doing a reality show with Idea Factory.

58. As a direct and proximate result of Idea Factory’s reliance on the promise

made by Defendants, Idea Factory has suffered damages in an amount that is in

excess of the minimum jurisdiction of the Superior Court.

THIRD CAUSE OF ACTION

AIDING AND ABETTING AND

BREACH FIDUCIARY DUTIES

(Plaintiff Idea Factory against Seagal, Steamroller, Reed, ICM, A&E, and

Does 1-10)



60. Idea Factory and Defendant Seagal and Steamroller were business partners

by virtue of their joint venture relationship.

61. Consequently, these Defendants owed fiduciary duties to Idea Factory as

their business partner, including (1) to act as a reasonably careful partner would

have acted under the same or similar circumstances, (2) refrain from

misappropriating partnership opportunities, (3) to avoid secret dealings to the

exclusion of their other co-venturer, (4) to not engage in self-dealing, and (5) to not

intentionally withhold information from their co-venturer.

15COMPLAINT

62. Defendant Seagal and Steamroller breached these fiduciary duties owed to

Idea Factory by, among other things, (1) negotiating and entering into a deal for a

reality show without Idea Factory even though it is based upon an idea that Idea

Factory developed in connection with the joint venture, (2) cutting off all

communications with Idea Factory while at the same time negotiating a deal with

A&E based on Idea Factory’s idea, (3) lying to Idea Factory about Seagal not

wanting to do a reality show, and (4) knowingly acting against Idea Factory’s joint

venture interests by entering into a deal with A&E without Idea Factory.

63. This conduct was done without Idea Factory’s knowledge or consent and

was a substantial factor in causing Idea Factory’s harm.

64. On information and belief, Defendants Reed, ICM, and A&E had actual

knowledge of Defendant Seagal and Steamroller’s Joint Venture Agreement and

fiduciary relationship with Idea Factory and aided and abetted Defendant Seagal

and Steamroller’s breach of the fiduciary duties owed to Idea Factory. Defendants

Reed, ICM, and A&E gave substantial assistance, counseling, and/or

encouragement to Defendant Seagal and Steamroller to act in violation of the

fiduciary duties as set forth above and with actual knowledge that said conduct

constituted a breach of Defendant Seagal and Steamroller’s fiduciary duties owed

to Idea Factory.



Superior Court.

66. Defendants’ conduct as described herein was done with a conscious

disregard of the rights of Idea Factory, with the intent to vex, annoy, and/or harass

Idea Factory and to unjustly profit from the use of Idea Factory’s idea. Such

conduct was unauthorized and constitutes oppression, fraud, and/or malice under

California Civil Code §3294, entitling Idea Factory to an award of punitive

16COMPLAINT

damages in an amount appropriate to punish or set an example of the Defendants in

an amount to be determined at trial.

FOURTH CAUSE OF ACTION

FRAUD

(Plaintiff Idea Factory against Seagal, Steamroller, and Does 1-10)



68. Defendants have committed four variations of fraud.

Intentional Misrepresentation

69. Seagal, on behalf of himself and Steamroller, misrepresented to Silver the

material fact that Seagal and Steamroller would co-develop and co-produce a

reality show starring Seagal with Idea Factory. This representation was false when

made.

70. Seagal knew that his promise to Idea Factory was false when he made it.

71. Seagal intended to defraud and induce Idea Factory into the joint venture

relationship described above because Idea Factory is successful and well-

connected production company in the television industry and Idea Factory had the

means of developing and producing an interesting reality show concept that

networks would be interested in buying.

72. Idea Factory relied on Seagal’s promise and spent countless hours, money

and a great deal of effort in pursuing the development of a reality show starring

Seagal. Idea Factory justifiably relied on Seagal’s promise because Idea Factory

had met with Seagal, believed him to be an honorable man and believed Seagal to

be honest and sincere about working with Idea Factory. Idea Factory did not know

Seagal’s representation was false and believed it was true especially in light of

Seagal’s multiple assurances to Idea Factory and others that he was committed to

doing a show with Plaintiff. Idea Factory had no reason to believe that Seagal

17COMPLAINT

would not honor his promise based on the multiple assurances Seagal made to Idea

Factory. Idea Factory also justifiably relied on Seagal’s promise because the joint

venture relationship that was entered into was a common relationship in the film

and television industry, and, on information and belief, Seagal was aware of this

industry practice.

Deceit per Cal. Civil Code §1710

73. Seagal, on behalf of himself and Steamroller, made a promise to Idea

Factory (that they would co-develop and co-produce a reality show starring Seagal

and split the profits and losses) without any intention of performing it.

74. Seagal knew that his promise to Idea Factory was false when it was made.

75. Seagal’s promise was made with the intent to defraud and induce Idea

Factory to rely upon it. Seagal intended to induce Idea Factory into the joint

venture because Idea Factory was successful developer and producer of reality

shows and well-connected in the television show business. Idea Factory had the

means of developing an interesting idea that is saleable and bringing credibility to

the submission of a reality show directly to the major networks.

76. Idea Factory was unaware of Defendants’ intention not to perform the

promise.

Actual Fraud per Cal. Civil Code §1572

77. Seagal, through his connivance, intended to induce Idea Factory to enter

into the Joint Venture Agreement and to use its significant efforts and talents to

develop and sell a reality show starring Seagal to a major network by making a

promise to Idea Factory (that they would co-develop and co-produce a reality

show starring Seagal and split the profits and losses) without any intention of

performing it. Seagal knew that his promise to Idea Factory was false.

78. Seagal’s promise was made with the intent to defraud and induce Idea

Factory to rely upon it. Seagal intended to induce Idea Factory into the joint

18COMPLAINT

venture relationship because Idea Factory was successful developer and producer

of reality shows and well-connected in the television show business. Idea Factory

had the means of developing an interesting idea that is saleable and bringing

credibility to the submission of a reality show directly to the major networks.

79. Idea Factory was unaware of Defendants’ intention not to perform the

promise.

80. Seagal committed other acts fitted to deceive by constantly reassuring

Plaintiff that he was committed to co-developing and co-producing a reality show

with Idea Factory.

Constructive Fraud per Cal. Civil Code §1573

81. By virtue of the joint venture relationship between Defendants Seagal and

Steamroller and Idea Factory as alleged above, Seagal and Steamroller owed Idea

Factory a duty of truth, honesty and full disclosure.

82. Defendants Seagal and Steamroller breached this duty by secretly usurping

the joint venture opportunity for their own benefit, thereby gaining a financial

benefit for themselves to the prejudice of Idea Factory. Seagal failed to disclose at

any time, and especially not prior to the pitch with A&E, that he did not intend to

move forward with the joint venture with Idea Factory.

83. Idea Factory was misled by Defendants to their prejudice. Had Idea

Factory known Defendants’ true intentions it would have never entered into the

Joint Venture Agreement or spent a significant amount of time, money and effort

into developing and pitching a reality show starring Seagal.

84. As a direct and proximate result of Defendants’ fraud, Idea Factory has


Superior Court.


disregard of the rights of Idea Factory, with the intent to vex, annoy, and/or harass

19COMPLAINT

Idea Factory and to unjustly profit from the use of Idea Factory’s idea. Such

conduct was unauthorized and constitutes oppression, fraud, and/or malice under

California Civil Code §3294, entitling Idea Factory to an award of punitive

damages in an amount appropriate to punish or set an example of the Defendants in

an amount to be determined at trial.

FIFTH CAUSE OF ACTION

BREACH OF IMPLIED-IN-FACT CONTRACT

(Plaintiff Idea Factory against Defendants A&E and Does 1-20)



87. On or about August 31, 2007, Cohen, acting on behalf of A&E, asked

David if Idea Factory had an idea for a show that could be less formatted than the

ideas previously submitted by Idea Factory and more based on Seagal’s real life.

David told Cohen that he would find out more about Seagal’s life and Idea Factory

would come back to A&E with a new show idea that was more along the lines of

what Cohen had described. Cohen and A&E understood that it would have to

compensate Idea Factory if A&E used any ideas that Idea Factory pitched to A&E.

88. On October 2, 2007, Idea Factory conceived the idea of a reality show

starring Seagal that follows Seagal’s real-life work as a police detective with the

Jefferson Parish County Sheriff’s Office.

89. After conceiving the idea, Idea Factory disclosed it to Cohen, who was

acting on behalf of A&E, per Cohen’s request on or about August 31. Cohen, and

thus A&E, understood that Idea Factory was conditioning its disclosure of the idea

on A&E’s agreement to pay for the use of the idea. Cohen, knowing the condition

before the idea was disclosed to him on behalf of A&E, voluntarily accepted its

disclosure.

90. As a result of Idea Factory’s disclosure of its idea to A&E, on the terms

20COMPLAINT

and conditions alleged above, A&E entered into an implied-in-fact contract that

required A&E to compensate Idea Factory for the use of its idea.

91. Idea Factory has performed each and every obligation required of it

pursuant to the terms and conditions of the implied-in-fact contract.

92. Defendants found the idea valuable and used it without compensating Idea

Factory. Defendants breached the implied-in-fact contract by failing to

compensate Idea Factory for the use of its idea.



Superior Court.

SIXTH CAUSE OF ACTION

BREACH OF CONFIDENCE

(Plaintiff Idea Factory against Defendants A&E and Does 1-20)



95. On October 2, 2007, Idea Factory conceived a novel idea of a reality show

starring Seagal that follows Seagal’s real-life work as a police detective with the

Jefferson Parish County Sheriff’s Office. Idea Factory’s idea for a reality show

was not generally known to the public and was only made known to persons or

entities that were aware of the confidential nature of the idea and agreed to keep

the idea confidential.

96. After conceiving the novel idea, Idea Factory confidentially disclosed it to

Cohen, who was acting on behalf of A&E, per Cohen’s request on or about August

31. Cohen, and thus A&E, understood that Idea Factory submission of the idea was

confidential by virtue of Cohen’s position and experience at A&E and prior

dealings with Idea Factory and Rebel. Cohen and A&E voluntarily received the

idea from Idea Factory with the understanding that it was not to be disclosed to

21COMPLAINT

others and was not to be used or disclosed by A&E without Idea Factory’s

permission. Cohen, knowing this condition before the idea was disclosed to him on

behalf of A&E, voluntarily accepted the confidential disclosure.

97. Defendants breached the confidential relationship by using the idea and

disclosing Idea Factory’s idea to Grenada America, a competitor of Plaintiff, and

possibly others all without Idea Factory’s permission.



Superior Court.


disregard of the rights of Plaintiff, with the intent to vex, annoy, and/or harass

Plaintiff and to unjustly profit from the use of Plaintiff’s idea. Such conduct was

unauthorized and constitutes oppression, fraud, and/or malice under California

Civil Code §3294, entitling Plaintiff to an award of punitive damages in an amount

appropriate to punish or set an example of the Defendants in an amount to be

determined at trial.

SEVENTH CAUSE OF ACTION

CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH

CONTRACTUAL RELATIONS

(Both Plaintiffs against Defendants Reed, ICM, A&E and Does 1-30)

100. Plaintiffs reallege and incorporate by this reference the allegations


101. On or about August 10, 2007, Idea Factory and Defendants Seagal and

Steamroller entered into the Joint Venture Agreement, for the purposes of

22COMPLAINT

conducting business together and to partner in connection with the development,

production and sale of a reality show starring Seagal. The Joint Venture Agreement

reflected an economic relationship containing the probability of future economic

benefit to Plaintiffs.

102. Defendants Reed, ICM and A&E had actual knowledge of the existence

of the Joint Venture Agreement and that Rebel, as Idea Factory’s agents, would

benefit financially from the Joint Venture Agreement.

103. Defendants Reed, ICM and A&E each intentionally, wrongfully, and

purposefully and in their own way interfered with the Joint Venture Agreement by

advising, counseling, and persuading Defendants Seagal and Steamroller to

breach, repudiate and/or ignore the Joint Venture Agreement. Defendants Reed,

ICM and A&E intentionally acted with a design to disrupt Idea Factory’s

contractual relationship with Defendants Seagal and Steamroller or knew that

interference was certain or substantially certain to occur as a result of their actions.

104. Defendant Reed, ICM and A&E’s conduct was wrongful, was not

privileged or authorized and constituted more than unscrupulous business tactics.

105. The acts complained of herein were made pursuant to a conspiracy

among Defendant Reed, ICM and A&E. All Defendants had knowledge of the

Joint Venture Agreement and participated in interfering with the Joint Venture

Agreement. Reed and ICM were aware of the Joint Venture Agreement through,

at the very least, Reed’s discussions with Silver. A&E was aware of the existence

of the Joint Venture Agreement through, at the very least, Cohen’s and

Sharenow’s discussions with Idea Factory and Rebel’s discussions with Cohen.

On information and belief, all Defendants were aware of Idea Factory’s and

Rebel’s rights and Seagal and Steamroller’s duties and obligations pursuant to the

Joint Venture Agreement. Moreover, all Defendants are well aware of the industry

practice relating to joint ventures of the kind described in this complaint. Even

23COMPLAINT

with this knowledge, all Defendants conspired to interfere with the Joint Venture

Agreement for their own financial benefit by agreeing to do all of the things they

did to move forward with the development and production of “Steven Seagal:

Lawman” without Plaintiffs.

106. As a result of Defendant Reed, ICM and A&E’s interference, the Joint

Venture Agreement was breached, repudiated, and/or ignored by Defendants

Seagal and Steamroller.

107. As a direct and proximate result of Defendants’ interference, Plaintiffs

have suffered damages in an amount that is in excess of the minimum jurisdiction

of the Superior Court.


disregard of the rights of Plaintiffs, with the intent to vex, annoy, and/or harass

Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to avoid

paying a fee to Rebel. Such conduct was unauthorized and constitutes oppression,

fraud, and/or malice under California Civil Code §3294, entitling Plaintiffs to an

award of punitive damages in an amount appropriate to punish or set an example of

the Defendants in an amount to be determined at trial.

EIGHTH CAUSE OF ACTION


PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 1]

(Both Plaintiffs against Defendants Reed, ICM, A&E and Does 1-30)


contained in the paragraphs 1 through 46 and 60 through 99, as though fully set

24COMPLAINT

forth herein.

110. In the event there is a determination that a contractual relationship does

not exist between Plaintiff and Defendants Seagal and Steamroller, Plaintiffs allege

this claim in the alternative.

111. Idea Factory and Seagal and Steamroller had a business relationship

containing the probability of future economic benefit to Plaintiffs.

112. Defendants had actual knowledge of the business relationship and that

Rebel, as Idea Factory’s agents, would benefit financially from the business

relationship.

113. Defendants each intentionally, wrongfully, and purposefully and in their

own way interfered with the business relationship by advising, counseling, and

persuading Defendants Seagal and Steamroller to breach, repudiate and/or ignore

the business relationship. Defendants intentionally acted with a design to disrupt

Idea Factory’s business relationship with Defendants Seagal and Steamroller or

knew that interference was certain or substantially certain to occur as a result of

their actions.

114. Defendants’ conduct was wrongful beyond the interference, was not

privileged or authorized, and constituted more than unscrupulous business tactics.

In particular, Defendant A&E’s conduct was independently wrongful because it

also breached an implied in fact contract and breached a confidential relationship

with Idea Factory. With respect to Defendants Reed and ICM, their conduct was

independently wrongful because they aided and abetted a breach of fiduciary duty.

115. The acts complained of herein were made pursuant to a conspiracy among

Defendants. All Defendants had knowledge of the business relationship between

Idea Factory, Rebel, and Seagal and Steamroller and participated in interfering with

that relationship. Reed and ICM were aware of the business relationship through,

at the very least, Reed’s discussions with Silver. A&E was aware of the business

25COMPLAINT

relationship through, at the very least, Cohen’s and Sharenow’s discussions with

Idea Factory and Rebel’s discussions with Cohen. On information and belief, all

Defendants were aware of Idea Factory’s and Rebel’s rights and benefits that would

result had they not interfered. Moreover, all Defendants were well aware of the

industry practice relating to these types of business relationships, including that

Rebel would receive a packaging fee. Even with this knowledge, all Defendants

conspired to interfere with the business relationship for their own financial benefit

by agreeing to do all of the things they did to move forward with the development

and production of “Steven Seagal: Lawman” without Plaintiffs.

116. As a result of Defendants’ interference, the business relationship between

Defendants Seagal and Steamroller and Plaintiffs was disrupted.






Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to take the

packaging fee away from Rebel. Such conduct was unauthorized and constitutes

oppression, fraud, and/or malice under California Civil Code §3294, entitling

Plaintiffs to an award of punitive damages in an amount appropriate to punish or set

an example of the Defendants in an amount to be determined at trial.

NINTH CAUSE OF ACTION


PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 2]

(Both Plaintiffs against Defendants Reed, ICM, and Does 1-30)

26COMPLAINT


contained in the paragraphs 1 through 46 and 60 through 99, as though fully set

forth herein.

120. Idea Factory and A&E had a business relationship containing the

probability of future economic benefit to Plaintiffs.

121. Defendants had actual knowledge of the business relationship with A&E

and that Rebel, as Idea Factory’s agents, would benefit financially from the

business relationship through receipt of a packaging fee, among other things.

122. Defendants each intentionally, wrongfully, and purposefully and in their

own way interfered with the business relationship by advising, counseling, and

persuading A&E to breach, repudiate and/or ignore the business relationship.

Defendants intentionally acted with a design to disrupt Idea Factory’s business

relationship with A&E or knew that interference was certain or substantially

certain to occur as a result of their actions.

123. Defendants’ conduct was wrongful beyond the interference, was not

privileged or authorized, and constituted more than unscrupulous business tactics.

In particular, Defendants’ conduct was independently wrongful because they aided

and abetted a breach of fiduciary duty and interfered with the contract and/or

prospective economic advantage arising out of Plaintiffs’ relationship with A&E.

124. The acts complained of herein were made pursuant to a conspiracy

between Defendants. Defendants had knowledge of the business relationship

between Idea Factory, Rebel, and A&E and intentionally interfered with that

relationship. Defendants were aware of the business relationship through, at the

very least, Reed’s discussions with Silver. On information and belief, Defendants

were aware of Idea Factory’s and Rebel’s rights and benefits that would result had

they not interfered. Moreover, Defendants were well aware of the industry

practice relating to these types of business relationships, including that Rebel

27COMPLAINT

would receive a packaging fee. Even with this knowledge, Defendants conspired

to interfere with the business relationship for their own financial benefit by

agreeing to do all of the things they did to move forward with the development and

production of “Steven Seagal: Lawman” without Plaintiffs.

125. As a result of Defendants’ interference, the business relationship

between A&E and Plaintiffs was disrupted.






Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to take the

packaging fee away from Rebel. Such conduct was unauthorized and constitutes

oppression, fraud, and/or malice under California Civil Code §3294, entitling

Plaintiffs to an award of punitive damages in an amount appropriate to punish or set

an example of the Defendants in an amount to be determined at trial.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of

them, as follows:

1. For general damages in an amount according to proof at trial, plus pre-

judgment interest thereon;

2. For costs of suit incurred herein;

3. For exemplary and punitive damages on Plaintiffs’ Third, Fourth,

Sixth, Seventh, Eighth, and Ninth Causes of Action against Defendants named

therein, in addition to actual damages;

4. For the imposition of a constructive trust, in accordance with

California Civil Code §§2223-2224, on all revenue from the production, sale

28COMPLAINT

and/or distribution of “Steven Seagal: Lawman” for the benefit of Plaintiffs’

interests, including the packaging fee.

5. For such other and further legal and equitable relief as the Court deems

just and proper.

DATED: August ___, 2009 JOHNSON & JOHNSON LLP

By: Neville L. Johnson Douglas L. Johnson Attorneys for Plaintiffs,GENUINE ENTERTAINMENT, INC. d/b/a THE IDEA FACTORY and REBEL ENTERTAINMENT PARTNERS, INC.

DEMAND FOR JURY TRIAL

Plaintiffs hereby demand a trial by jury.

DATED: August ___, 2009 JOHNSON & JOHNSON LLP

By: Neville L. Johnson Douglas L. Johnson Attorneys for PlaintiffsGENUINE ENTERTAINMENT, INC. d/b/a THE IDEA FACTORY and REBEL ENTERTAINMENT PARTNERS, INC.

genuine vs. a&e lawsuit

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