Benson v. DJ Paul - Super High Me.pdf

7/23/2019 Benson v. DJ Paul - Super High Me.pdf

http://slidepdf.com/reader/full/benson-v-dj-paul-super-high-mepdf 1/20

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Devin A. McRae, State Bar Number 223239

[email protected]

Kevin S. Sinclair, State Bar Number 254069

[email protected]

Mark C.Humphrey, State Bar

Number

291718

mhumphrey@earfysullivan.

com

EARLY SULLIVAN WRIGHT

GIZER &

McRAE LLP

6420WilshireBoulevard, 17th Floor

Los

Angeles,

California 90048

Telephone: (323)301-4660

Facsimile: (323)301-4676

i \

FILED

Superior CourtOfCalifornia

CountyOfLosAngetti

DEC 18 2015

Sbem wj-u.*., c.woiuveOfiica/Cletk

y

^ f f u f t ^ V°W

Attorneys for Plaintiff

DOUG

BENSON

SUPERIOR

t>-31 KAartlUarvna/o

l

COURT OF THE STATE OF CALIFORN1

N

FOR THE COUNTY OFLOS ANGELES CENTRAL

ISTRI T

DOUG BENSON, CA |H^f?V» duu^(

Plaintiffs,

v s .

DAVID JOSHUA PAUL aka DJ PAUL, an

individual;ALEXCAMPBELL, an

individual;WABIPICTURES,INC.,a

suspended

California

corporation; PBR

STREETGANG, INC., a suspended

Californiacorporation; VIGORISH

PRODUCTIONS, LLC,a Californialimited

..

liability company;

and DOES 1-10,Kl*wt

Defendants,

and

FOUR TWENTY PARTNERS, LLC, a

wrongfully canceled

California

limited

liability company,

Nominal Defendant.

Case No.:

BC6 04 419

DOUG BENSON S DERIVATIVE AND

INDIVIDUAL

COMPLAINT FOR:

1. DECLARATORY RELIEF;

2.

BREACH

OF

FIDUCIARY

DUTY;

3. CONVERSION;

4. BREACH OF FIDUCIARY

DUTY;

5.

CONSTRUCTIVE

FRAUD;

6. FRAUDULENT

CONCEALMENT;

A N D

7.

BREACH OF CONTRACT

JURY TRIAL

DEMANDED

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DOUG BENSON S COMPLAINT

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120160.1



Plaintiff

Doug Benson ( Benson ) alleges as follows:

THE

SUPERWC.HME

DOCUMENTARY

1.

Benson

is

a

successful

stand-up comedian and actor

with

a

loyal

legion of

passionate

fans. Much

of

his comedy has

focused

on his

copious

use

of

cannabis.

In 2006,

High

Times magazine named Benson its Stoner ofthe Year.

2.

In 2007, just as Benson s career was taking

off,

Benson formed nominal defendant

Four Twenty

Partners, LLC

(the

Company )

with defendant

DJ

Paul

( Paul ),

defendant Alex

Campbell ( Campbell ) and non-party Michael Blieden ( Blieden ) fo r the purpose ofproducing

. adocumentary

entitled

Super High

Me

(the Documentary ). The Documentary sought to

10 document the

effects

of cannabis on Benson, by following him through

thirty

straight days of

cannabis-free living,

immediately

followed

by

thirty

straight days of

non-stop

use.

As

made clear

2 by the operating

agreement

for the Company

(the

Agreement ), the

production

of this

one

3

project was

the

sole

and

exclusive purpose for

the Company s

formation and existence.

14 3. The Agreement identified the original members

of

the Company as Benson,

.5 Michael Blieden on behalfof non-party The Claw, Inc.

(Blieden s

company,

hereinafter

Claw ),

16 Paul on

behalf

of defendant

Wabi

Pictures, Inc. (Paul s company, hereinafter Wabi ) and

7

Campbell

on

behalf

of

defendant

PBR

Streetgang,

Inc.

(Campbell s

company,

hereinafter

8

PBR ).

The

Agreement

also appointed Wabi and PBR as the

managers

of the

Company.

19 4. On March

2,2007,

the Company registered its

copyright

in the Documentary with

20

the United

States

Copyright Office under

Registration

Number

PAu003112331 (the

2 Registration ). The Company had previously registered

its

copyright in

the

screenplay for the

22

Documentary with

the United States Copyright Office

on December

28,2006 under Registration

23 Number PAu003124392.

24

5.

The

Company

released the Documentary

in

2008. It has

since

become

a

cult

25 classic.

26 PAUL AND

CAMPBELL

MISAPPROPRIATE thf DOCUMENTARY

27 6. Benson is

informed

and believes that, on or about

April 1,2011,

Paul

and

Campbell formed

a

limited liability

company

in California, defendant Vigorish Productions, LLC

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LLP

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DOUG

BENSON'SCOMPLAINT

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( Vigorish ).1

Upon the formation of

Vigorish, Benson

is informed and believes

that

Vigorish

began

to

unlawfully

exploit the copyrighted materials that were the subject ofthe Registration.

Paul

and

Campbell

never

disclosed to

Benson that

they had formed Vigorish,

nor did

they

disclose that their

new company

(i.e.,

Vigorish) had begun

to

exploit

the copyrighted works

belonging

to

their old company

(i.e.,

the

Company). Instead, they simply pretended that the

Documentary

had

ceased

to generate significant revenues.

This, ofcourse,

was

a

half-truth:

the

Documentary had ceased to generate significant

revenues/or

the Company,

because

Vigorish

had begun to

unlawfully

exploit the Company s intellectual

property.

7. Stated simply, for more

than

four years, the principals

of

the

Company s two

entity-managers

led Benson to

believe

that the Company was agoing

concern,

and that the

Company was

continuing to exploit its copyrighted

works. In

reality,

Benson s

fiduciaries had

misappropriated

the Company s key asset

(the Documentary) and were now actively engaged

in

a

conspiracy to

hide

this

fact from Benson.

BENSON

UNCOVERS THE

SCAM

8. More than six years after the Company had completed the one project which it was

formed to create, Campbell contacted Benson s manager several

times

in

2014

and again in early

2015

about Campbell

and

Paul

creating

and

releasing

a

new

documentary project entitled

Super

High Me

Redux (the

Redux ),

consisting ofunused footage

from

the Documentary. The Redux

would

detail

the

making of

the Documentary

(i.e.,

the one

project

in which

Benson

agreed to

participate)

from Campbell s and Paul s perspectives.

Campbell

made it

clear that

he

already

knew that Benson would notbein favor of the Redux, butasked Benson's manager totryto

enlist

him nonetheless.

It

was

repeatedly

made

clear

in

these conversations that

the

Redux would

happen with

orwithout Benson s cooperation.

9.

In

support

of

the Redux, Paul and

Campbell

created

a

trailer

consisting

of

unused

footage from the Documentary. Benson

did

not want

this

footage released (in a trailer

or

1 The significance ofthe name

selected by

Paul and Campbell for

their

new entity is not

lost

on

Benson. The

term vigorish

refers

to

the interest

charged by a

loan shark

ona

usurious

loan.

DOUG

BENSON S COMPLAINT

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otherwise) as he feared it wouldinjurehis reputation, alienate andupsethis fans, and potentially

causeirreparable harmto hiscarefully-cultivated career. Accordingly, Bensonrefused to consent

to suchan expansionof the Company's business. PaulandCampbell paid littleheedto Benson's

objections, claiming that the

Agreement

specifically authorized

them

(through the entities

they

controlled, Wabi and PBR) tomake the Redux. It did not.

10. AfterPaulandCampbell showed no signs of relenting, Benson filed a demand for

arbitrationonMay22,2015 with theAmericanArbitrationAssociation(the AAA ) pursuant to

Section23 of the Agreement (The Arbitration ). Among otherthings, Bensonsought a

declaration thatCampbell's andPaul's planned actions violated theAgreement.

11. Ina

preliminary conference call with the AAA,

an

attorney named

Richard

Albert

appeared

on

behalf

ofPaul and

Campbell,

but not

Wabi

and PBR as

he claimed that the

entities

no longer [existed].

According

to Albert (and unbeknownst to

Benson),

the

California

Franchise TaxBoard had suspended PBR'scorporate status in 2008, andWabi'scorporate status

i n 2 009.

12. Following this conference call, Benson, through

his

counsel, communicated with

Albert

multiple times regarding Paul s and

Campbell s purported right

tomake the Redux and

their

unauthorized

possession

of

Company property (i.e., the unused footage). Throughout these

conversations, Albert repeatedly maintained that hisclients

did

not require Benson s permission

to make the Redux because anyone can make a movie.

13. Then,

in

anticipation

of a

preliminary hearing with the arbitrator, Paul and

Campbell, represented by new counsel, objected to the AAA s jurisdiction,

this

time

revealing

thatWabi andPBRhaddissolved the

Company

in

2011

(several yearsafter the Franchise Tax

Board hadsuspended Wabi's

and

PBR'scorporate status). This

came

as a shock toBenson: At

no

time

prior

to

Paul and Campbell

asserting

this

objection

in

the

Arbitration

did anyone

notify

him thattheCompany no longer

existed,

much less seek his

consent

to

dissolve

theCompany, as

specifically required by the Agreement.

14. According to Paul and Campbell, because the

Company

had been dissolved, the

Agreement had effectively blinked out ofexistence. Thus, Paul

and

Campbell (and their

3

DOUG

BENSON S

COMPLAINT

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suspended entities) refused to

participate in

the

Arbitration.

Benson

therefore

planned to

obtain

default reliefin theArbitration, and then enforce thatreliefthrough the courts.

15. Then, in August

2015,

Benson learned for

the first time that Paul

and Campbell

(allegedly

on

behalf

of

the

Company)

had

apparently

formed

Vigorish,

and

purported

to

assign

the

copyright in all of

the

intellectual

property

the Company owned to Vigorish, by way of

a

short

form assignment

(the

Assignment )

recorded with

the United States Copyright

Office

on

June

23, 2014.

16. The Assignment

was

executed

by

Paul and Campbell individually

as

Managers of

the Company

in

mid-June 2014, and purported

to

retroactively assign

the

copyright in

the

Documentary

effective April 1,2011 (i.e., two days after the Company

was allegedly

dissolved).

Benson suspects that

Paul and Campbell

created and recorded the Assignment

in

June

2014

because they had begun

to

formulate plans

for the

Redux.

THE

DISSOLUTION

OFTHECOMPANY TS A

NULLITY

17.

Under California law, Except

for filing an

application

for tax-exempt

status or

amending the

articles of incorporation

to

establish a

new

corporate

name,

a

suspended

corporation is

disqualified from exercising any

right, power or

privilege. Cal W. Bus. Servs.,

Inc.

v.

Corning Capital

Grp.,

221

Cal.

App.

4th 304, 310 (2013).

18.

By

the time that

Wabi

and PBR2 attempted to

dissolve the Company, the

California Franchise

Tax

Board had already suspended their corporate status. Thus, at the

time

that

Wabi and

PBR (i.e.,

the named

managers of

the

Company)

purported to dissolve the

Company, they

had

no

power

to

do anything (including dissolve the Company) until they revived

their corporate status.

19.

Furthermore, even ifWabi and PBR had

the basic power

to

function

as

corporations

in

California

in

2011

(which they did not),

paragraph 9(c)(vii)

of

the Agreement

2 The Agreement

purports

to name Paul and Campbell on

behalf

of'Wabi and PBR,

respectively,

£

the managers of the

Company. Paul

and Campbell are

thus agents

of Wabi and

PBR, such

that

Wabi

and

PBR are

bound

by Paul s and Campbell s actions and

are

thus the de

facto managers ofthe

Company.

4

DOUG

BENSON S

COMPLAINT

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made clear

that

the

managers could not

attempt todissolve or

withdraw

from

the Company

without the unanimous written consent of all of the members, including Benson.

20. Because Benson never gave any such consent, neither Wabi andPBR, northeir de

facto

alter

egos Paul and

Campbell,

could

dissolve

the Company.

Accordingly,

the

purported

dissolution was a nullity.

THE

ASSIGNMENT

IS ALSO

INVALID

21. As set forth

above,

WabiandPBRpurported to assignthe copyright in the

intellectual property

owned

bytheCompany to

Vigorish.

22. For the reasons set forth inthe above

paragraphs

18and19,by the

time

of the

alleged assignment (i.e.,

April 2011),

neither

Wabi nor PBRhad the ability under

California

law

to do anything, much

less assign aproperty

interest.

Apparently

for

this reason,

Paul and

Campbell purported to

sign

the

Assignment

as the

managers

ofthe

Company. However, neither

of those

individuals was

ever

appointed

to

act

as

the managers

of the

Company. For this reason,

alone, the Assignment is void.

23. Furthermore, paragraph 9(c)(vii) of

the Agreement

also prohibited the managers

from

assigning] rights

in

specific

Property [i.e., any

assets of

the Company], for

other

than

a

Company purpose without

the

unanimous

written consent

of

the members. Per

paragraph

4

of

the Agreement, the sole purpose

of

the Company was

to

develop the Documentary.

24. Assigning intellectual property

rights

to Vigorish

served

no

Company purpose,

and

therefore required

the

unanimous written consent

of the

members (which consent

was never

sought

or given).

As

such,

the

Assignment

was also invalid for this

reason,

as well.

BENSONMAY PROPERLYBRING A DERIVATIVE ACTIONTO VINDICATETHE

RIGHTS

OF

THE COMPANY

25. To

the

extent

required, Benson brings this

action derivatively

in

the

right and

for

the benefit of the

Company

to

redress

injuries suffered,

and

to

be

suffered by

the

Company as a

direct

result

ofWabi'sandPBR's violations of law. The

Company

is named as a nominal

defendant solely in a derivative capacity.

26.

Benson was

amember of

the Company

at the

time

of

the

wrongs of

which

he

DOUG

BENSON S

COMPLAINT

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complains, and

he has

continuously

remained

as

a

member

of

the

Company

since.

27.

Asset forth above, the Company

has

purportedly

been

dissolved. Pursuant to

California

law, the

shareholders or members ofa

dissolved

California corporation or

limited

liability

company

may

nonetheless maintain

a

derivative action in the

name

of

the

company,

notwithstanding its corporate status. Thus, Paul, Campbell, Wabi and PBR could

not

extinguish

the claims against them by simply purporting to cancel the

Company s corporate

status.

28. Benson has informed the managers in writing

of

the

ultimate

facts

of

each cause

of

action asserted against them herein.

29. Benson has not made

a

demand

on the

Company

to

institute this

action because

sucha demand would havebeena futile,

wasteful,

and

useless

act.

30. Demand

is

excused

because

Wabi

and PBR are the

only managers

of

the

Company

and face a substantial likelihood ofliability, so

they

are hardly disinterested or independent. It is

inconceivable that

Wabi

and PBR,

as managers

of the Company, would authorize aderivative

suit against

themselves

in order to prosecute

their

own egregious misconduct.

31. Additionally,

demand is excused

because

Wabi and PBR are

suspended California

corporations

and, under

California

law, they have

no

power to take any

action

for any business

purpose. Any

action

Paul and Campbell would

purport

to

take on

Wabi s

and

PBR s behalf

would

thus

be

ineffectual, further making

demand

futile.

32. Furthermore, demand is excused because

Wabi

and PBR are Paul s

and

Campbell s companies,

respectively,

and they

purport

to act on Wabi s and

PBR s.behalf. As

such,

Wabi

and PBR are

controlled by wrongdoers

who would

ultimately

decide

whether

to

authorize

a

derivative action, and it

is

inconceivable that they would authorize

a

suit against

themselves.

33.

Lastly, demand

is

excused because

Wabi s

and

PBR s

conduct

is

not

a

valid

exercise ofbusiness judgment.

They

have looted

the

Company s

sole

asset, purported to dissolve

the

Company

without unanimous consent

of

the members, and

have

unlawfully

exploited

Company

property, depriving

the Company

of

financial

benefit

as

aresult.

In

addition,

they

concealed

these

actions

from

the other members ofthe

Company for more

than four years. There

6

DOUG

BENSON S

COMPLAINT

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is no legitimate business judgment involved in such activity

and,

as Wabi and

PBR

are liable

for

their own illegal

conduct

and

are

the

managers

of the

Company, demand

would be

futile.

JURISDICTION

AND

VENUE

34.

Pursuant

to

Article

VI,

Section

10

of

the

California Constitution,

subject

matter

jurisdiction is proper in the Superior Court

of

California for the

County ofLos

Angeles.

35. Pursuant to

Code

ofCivil

Procedure

Sections

392,395,

and 395.5, venue is

proper

in the

Superior Court of

California for the County

of

Los Angeles.

T H E P A R T I E S

36. Benson is an individual

residing

in Los

Angeles

County, California.

37.

Benson

is

informed

and

believes,

and

based

thereon alleges, that Paul is an

individual

residing

in

Los

Angeles

County, California.

38.

Benson

is informed and believes, and

based

thereon alleges,

that Campbell

is an

individual

residing inAlameda County, California.

39. Benson is informed and believes, and based thereon alleges, that

Wabi was a

corporation

organized

under

the laws

of California,

which

has since

been

suspended

by the

California Franchise Tax Board.

40. Benson is informed and believes, and based

thereon

alleges, that PBR

was

a

corporation

organized

under the laws

of California,

which has since been suspended by the

California Franchise Tax Board.

41. Benson is informed and believes, and based thereon alleges, that

the

Company was

a

limited liability company

organized

under

the

laws

ofCalifornia,

which Wabi

and

PBR

wrongfully purported

to dissolve.

42.

Benson

is

informed

and believes,

and

based thereon alleges,

that

Vigorish is a

limited liability

company organized under

the laws

of

California.

43. Benson

is

unaware

ofthe

true identities

of

the defendants sued by the

fictitious

names DOES 1-10. Benson will

amend

his pleading to identify these persons and entities by

their

true

names as

they

become known to Benson.


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F IR S T C A U SE OF A C T I O N

(Declaratory ReliefAgainst All Defendants Except Vigorish)

44. Bensonherebyincorporates by referenceeach

of

the allegationsmade in

paragraphs 1 through 43, inclusive, as though fully set forth herein.

45. Benson is informed and believes, and based thereon alleges, that an actual

controversy exists between himself, on the one hand, and Paul, Campbell, Wabi and PBR, on the

other hand, insofar as Benson contends, and Paul, Campbell, Wabi and PBR dispute, that the

purported dissolution

of

the Company is a nullity.

46. In light of this dispute,Benson seeks a judicial determinationthat the dissolution

of the

Company was

a

nullity,

andthattheCompany s corporate

status

should be

restored

and

revived, and that Bensonmaytake anyactionrequired by theCalifornia Secretary ofStateto

effect the restoration and revival of the Company.

SECOND CAUSE OF A C T I O N

(Breach of Fiduciary Duty

Owed

to the Company -

Against All Defendants Except Vigorish)

47. Bensonhereby incorporates by referenceeach of the allegationsmade in

i

paragraphs

1

through

46,

inclusive,

as

though

fully

set

forth herein.

48. In theircapacity as

managers, Wabi

and

PBR

owed

certain fiduciary

duties to the

Company, including duties of care and loyalty.

49. PaulandCampbell (whocontrolled Wabiand PBR)breached thosedutiesby,

among other things, attempting to misappropriate theCompany's sole asset- theintellectual

property rights- by purporting to assignthemtoVigorish for no consideration.

50. Benson is informed and believes, and based thereon alleges, that Wabi and PBR

also breached their fiduciary duties by failing to pay the Company's taxes.

51. As a result

of

these breaches, Benson is informed and believes that the Company

suffered damages.

52. Additionally, thesedefendants maliciously andoppressively actedwith a callous

disregard for the rightsof the

Company,

thereby exposing themto punitive

damages under

8

DOUG

B E N S O N S

C O M P L A I N T

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sullivan

Wright

GIZER b

MCRAE LLP

ATTOONEHSATIAW

California

law.

53. Furthermore, Wabi and PBR

were not

authorized to act as

corporations

under

California law.

Therefore,

the

liability shield

ordinarily

afforded

to

shareholders

did not exist.

Accordingly,

Paul and

Campbell

are

jointly

and

severally liable

for the

torts

of

their corporate

instrumentalities.

54. Even if

suspension did

not

nullify

the liability shield, Benson is informed

and

believes that Wabi

and

PBRwere the mere alter-egos ofPaul and

Campbell. Benson is

informed

and believes that

Wabi

and

PBR

existed solely

as

liability shields for the purpose

ofthe

production of the

Documentary

(and formation

of

the Company), that neither

had any

separate

assets and that amanifest injustice would result unless the

Court

disregarded the corporate

form.

In addition to

monetary relief;

pursuant to Cal. Corp. Code §17706.02(e)(1) Benson hereby

applies, on behalf

of the

Company, for an order dissociating Wabi and PBR from the Company,

and terminating them asmanagers of the Company.

THIRTi C A U S E OF A C T I O N

(Conversion -

Against

All

Defendants)

55. Benson

hereby

incorporates by

reference

each of

the allegations

made

in

paragraphs

1

through

54,

inclusive,

as though fully set forth

herein.

56. As set forth above, the

Agreement

prohibited

anyone

from transferring the

Company s

intellectual property rights without the unanimous consent of

the

members. Because

such consent

was

not given, and because they were

never

appointed as managers of

the

Company,

Paul

and Campbell

lacked

the authority to enter into the Assignment on behalf

of

the Company.

57.

The Assignment amounted

to actionable conversion and misappropriation

of

the

Company s assets, resulting

in damages

to the Company.

58.

The

defendants

named

herein maliciously

and

oppressively acted with

a

callous

disregard

for the rights

of the Company,

thereby exposing them

to punitive damages under

California law.

59. For the reasons set forth

in

the above paragraphs 53 and

54,

Benson contends that

Paul

and

Campbell

are

liable for the wrongs

ofWabi

and PBR.

9 . .


120160.1



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25

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EARLY 28

iSULUVAN

WRIGHT

GIZER

&

MCRAE LLP

ATTOBKRSATLAW

FOURTH CAUSE OF

A C T I O N

(Breach of Fiduciary Duty Owed to the

Members

-

Against All Defendants Except Vigorish)

60. Bensonhereby incorporatesby referenceeach

of

the allegationsmade in


61. In their capacityas managers, Wabiand PBRowedcertainfiduciary dutiesto the

members

of

the Company, includingduties of care and loyalty.

62. Wabiand PBR breachedthose duties by, among other things, purportingto

wrongfully

dissolve the

Company

without the unanimous written consent of the membership.

63. As a result of these breaches, Benson has.suffered damages.

64. Additionally, Wabi and

PBR

maliciously and oppressively acted witha callous

disregard

for

the rights

of the members in

the

Company,

thereby exposing

them

to punitive

damages under California law.

65. Forthe

reasons

set

forth

in the

above

paragraphs 53and54,

Benson

contends that

Pauland

Campbell

are

liable

for the

wrongs

of

Wabi

and

PBR.

66. As a result of these breaches, Benson has suffered damages.

FIFTH

C A U S E

OF

A C T I O N

(Constructive

Fraud

- AgainstAH Defendants ExceptVigorish)

67.

Benson hereby

incorporates by reference

each

ofthe

allegations

made in

paragraphs

1 through 66, inclusive, as though fully setforth herein.

68.

As

alleged

above,

Wabi,

PBR, Paul,

and

Campbell

owed

certain fiduciary duties to

Benson, in their capacity as agents of the Company.

69.

Asset

forth

in the above paragraphs 9 through 15, Paul, Campbell, Wabi

and PBR

concealed

from Benson

the

fact

that

they

hadboth

purported

to

dissolve

the

Company,

andthe

fact that they hadpurported to assignthe copyright toVigorish.

70. Up until

Benson

initiated the Arbitration and shortly thereafter,

Paul, Campbell,

Wabi

and PBRcontinually

made

statements and represented that theCompany

was

a going

concern and

purported to take actions onits

behalf

as its

managers. These

actions

included

10 .

DOUG

BENSON S

COMPLAINT

120160.1



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25

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27

feARLY

28

SULLIVAN

WRIGHT

GIZER

6

MCRAE LLP

ATTORNEYS »T WW

licensing the Documentary and collecting

monies

and revenues

from

its exploitation.

71. Bensondid not learnof the purported dissolution of theCompany or thepurported

Assignmentuntil he initiatedthe Arbitration. Consequently, Bensonwasprevented from

discovering that his rights as a member

of

the Company had been violated, and that the

Company's sole asset had been stolen. Paul, Campbell, Wabi and PBR sought to deceive Benson

by concealing these facts from him.

72. Had these facts been disclosed, Benson would have taken action to protect his and

the Company's rights before these defendants compounded their misdeeds by unlawfully

exploiting the Documentary.

73. As a result, Benson suffered harm, which was substantially caused by Paul,

Campbell, Wabi and PBR.

74. As a result

of

Paul's, Campbell's, Wabi's and

PBR s

fraudulent conduct, Benson

is also entitled to exemplary and punitive damages under California law.

S I X T H C A U S E

OF A C T I O N

(Fraudulent Concealment - Against All

Defendants Except

Vigorish)

75. Benson hereby incorporates by reference each of the allegations made in


76. As set forth in the above paragraphs 9 through 15, Paul, Campbell, Wabi and PBR

knowingly and intentionally concealed from Benson the fact that they had both purported to

dissolve the Company, and the fact that they had purported to assign the copyright to Vigorish.

77. Up until Benson initiated the Arbitration and shortly thereafter, Paul, Campbell,

Wabi and PBR continually made statements and represented that the Company was a going

concern and purported to take actions on its behalfas its managers. These actions included

licensing the Documentary and collecting monies and revenues from its exploitation.

78. Benson did not learn of the purported dissolution of the Company or the purported

Assignment until he initiated the Arbitration. Consequently, Benson was prevented from

discovering that his rights as a member of the Company had been violated, and that the

Company's sole asset had been stolen. Paul, Campbell, Wabi and PBR sought to deceive Benson

11

DOUG B E N S O N S C O M P L A I N T

120160.1



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7

Early 28

St|LLIVAN

Wright

Gize r b

MCRAE LLP

ATTOKNEYSATIAW

byconcealing these facts fromhim.

79. Had these facts been disclosed, Bensonwould have taken action (i.e., Benson

would have sought to arbitrate or instituted other legal action) toprotect his and the

Company s

rights before these defendants compounded

their

misdeeds

by

unlawfully exploiting

the

Documentary.

80.

Asa result, Benson suffered harm, which was substantially caused byPaul,

Campbell, Wabi and PBR.

81. As a result ofPaul's,

Campbell s,

Wabi s and PBR s fraudulent conduct, Benson

isalso entitled toexemplary

and

punitive damages under

California

law.

SEVENTH

CAUSE OF

ACTION

(Breach of

Contract

-

Against

All

Defendants

Except

Vigorish)

82. Benson

hereby incorporates

by reference each

of

the

allegations

made in

paragraphs

1

through 81,

inclusive, as

though

fully

set forth herein.

83.

Benson,

Claw,

Wabi

and

PBR entered

into the

Agreement.

84.

Benson has

done

everything required of him bytheAgreement.

85.

Wabi

and

PBR have

breached

the

Agreement

by, among

other things, purporting

to

dissolve

the

Company

and

purporting

to

change

the

Company s

primary business

(i.e.,

by

threatening to make the Redux),

all

without the unanimous consent ofthe members.

86. As

a

result

ofWabi s

and PBR s breaches, Benson has suffered

damages.

87. For the reasons set forth in the above paragraphs 53 and 54, Benson contends that

Paul and

Campbell

are

liable

for the

wrongs of

Wabi and

PBR.

12

DOUG

BENSON S COMPLAINT

120160.1



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28

SULLIVAN

WRIGHT

GIZER b

MCRAE LLP

ATTORHCWATIAW

•

P R A Y E R FOR RELIEF

On the

First

Cause

o f

Action

1. Ajudicial

declaration that

the

dissolution

of the

Company

was a

nullity,

and

that

the

Company s

corporate status should

be

restored

and

revived,

and

that Benson

may

take

any

action

required

by theCalifornia Secretary of Stateto effectthe restoration and revival of the

Company.

On t he Second Cause

o f Action

2.

For

an

order pursuant

toCal. Corp. Code §

17706.02(e)(1) dissociating Wabi and

PBR

from

the Company, and terminating them

as

managers

of

the Company.

On the Second through Seventh Causes of Action

3. For actualdamages according to proof.

4. For punitivedamages, pursuant to Cal. Civ. Code§ 3294.

On All Causes o f

Action

5. For costs of suit.

6. For attorneys' fees and costs, to the extentthatany reliefgrantedarisesout of a

dispute on the Agreement.

7. For such other and

further

reliefas theCourtmay

deem

just or

appropriate.

J U R Y D E M A N D

Benson demands a trial byjury on all causes

of

action so triable.

Dated: December 18,2015

EARLY SULLIVAN WRIGHT

GIZER

& McRAE LLP

c

DEVIN

A.

MCRAE

Attorneys for Plaintiff

DOUG BENSON

13

DOUG

BENSON S COMPLAINT

120160.1



CD

CD

late Bar miTTORNEYOR PARTY WITHOUT ATTORNEY Name. SlateBarnumber, and

address :

- Devin A.

McRae

(SBN 223239)

Kevin S. Sinclair (SBN 254069)

EARLY SULLIVAN WRIGHT GIZER & McRAE LLP

6420 Wilshire Blvd., 17th Floor, Los Angeles, CA 90048

telephone no.: 323-301-4660 faxno.: 323-301-4676

attorney for

mam . PlaintiffDougBenson

SUPERIOR COURT

OF CALIFORNIA, COUNTYOF LOS ANGELES

street

aodress:

111 N. H i ll S tr ee t

MAILING AOORESS:

CITY AND 2IP

CODE:

Los Angeles,

CA

90012

branch

name.

Central

District

CASE NAME:

Benson v. Paul , et al.

CM-010

FOR

OURT

US

ONLY

FILED

SuperiorCourt

OfCalifornia

CaantyOft*« Angeles

DEC

18 2015

Sherri jv^uu..,^ccuuve Officer/Clerk

By

Tjki <0fflJl0 d-~,

Deputy

Knstirawugay

CIVIL

CASE COVER SHEET

[7] Unlimited

Limited

(Amount (Amount

demanded demanded is

exceeds 25,000) 25,000 or

less)

Complex Case Designation

I I Counter I I

Joinder

Filed withfirstappearance by defendant

(Cal. Rules of Court, rule 3.402)

CASENI

JUOGE:

DEPT:

6 0 4

419

Items 1- 6

below

must be completed

see

instructions on page 2 .

1. Check on e box below for the case type that best describes this case:

Auto

Tor t

IZD Auto (22)

I I

Uninsured motorist

(46)

Other

PI/PD/WD

(Personal

Injury/Property

Oamage/Wrongflil Death) Tort

CD

Asbestos (04)

I I Product liability (24)

I I

Medical

malpractice

(45)

Other PI/PD/WD

(23)

Non-PI/PD/WD

(Other)

Tort

Contrac t

I

J Breach

ofcontract/warranty (06)

I I

Rule

3.740

collections

(09)

I I

Other collections

(09)

I I Insurance

coverage (18)

I I

Other

contract

(37)

Real Property

I I Eminentdomain/Inverse

condemnation (14)

I I Wrongful eviction (33)

Business

tort/unfair business practice (07)

LZD

Other real

property

(26)

I I

Civil

lights (08)

I I Defamation

(13)

Fraud

(16)

L_J

Intellectual property

(19)

I I

Professional negligence

(25)

CZl Other

non-Pl/PD/WD

tort

(35)

5 l o ymen t

Wrongfultermination (36)

I I Other employment (15)

TZHs

his

case I I is

L/J

isnot complex under

rule

3.400 ofthe

California

Rules of

Court. If

thecase iscomplex,

mark

the

factors requiring exceptional judicial management:

d. I ILarge

number

ofwitnesses

e. I ICoordination

with

related actions pendingin one ormore courts

in

other counties,

states,

orcountries, or

in

a federal court

f.

I I

Substantial postjudgment judicial supervision

c. I / Ipunitive

Unlawful

Deta iner

Commercial (31)

d ] Residential

(32)

Drugs (38)

Judic ia l

Review

I I Asset

forfeiture

(05)

I I

Petition re: arbitration award (11)

I i Writ ofmandate (02)

| |

Other

judicial review (39)

Provisionally Complex Civil Litigation

(Cal.

Rules

of

Court, rules

3.400-3.403)

I I

Antitrust/Trade

regulation (03)

I I

Construction

defect

(10)

CZ]

Mass tort (40)

I I Securities

litigation (28)

I I Environmental/Toxic

tort

(30)

I I

Insurance coverage claims arising from the

above

listed provisionally

complex case

types (41)

Enforcement of Judgment

I I Enforcement ofjudgment

(20)

Miscellaneous

Civil

Complaint

RICO

(27)

I I

Other complaint not specified

above)

(42)

Miscellaneous

Civil

Petition

I 1

Partnership and corporate governance (21)

I I

Other petition not specified above) (43)

a. I I

Large number

of

separately represented parties

b. I I Extensive

motion

practice

raising

difficult or novel

issues

that

will be time-consuming to resolve

c. I I Substantial amountofdocumentary evidence

3.

Remedies sought check all that

apply : a.CZl

monetary b.GZH nonmonetary; declaratory orinjunctive relief

4. Number

of

causes of action specify):

~~J

l~5.

This

case

I I is I / I is not a class action suit.

> 6. if there are any known related cases, file and serve a noticeof related case. You

mayuse

form

.Date: December 18, 2015 \

Devin

A.McRae

*

(TYPE OR

PRINT NAME)

FormAdopted lor Mandatory Use

Judicial Council of Catlfomfa

CM-O10(R«v. July1.20071

NOTICE

Plaintiff must file this cover sheetwiththe firstpaper filed inthe actionor proceeding (except small claimscases or cases

filed

underthe Probate Code,

Family

Code, or

Welfare

and

Institutions Code).

(Cal. Rulesof Court, rule3.220.)

Failure

to file mayresult

in sanct ions .

File this

cover

sheet in addition to any

cover

sheet required by local court rule.

If this case is complex under rule 3.400 et seq. ofthe CaliforniaRules ofCourt, you must serve a copy ofthis cover sheet on all

other parties to the action or proceeding.

« Unless this is a collections

case

under rule 3.740 or a complex case, this cover sheet will be used forstatistical purposes only

CIVIL CASE

COVER SHEET

1 0 2

™a«

Cat. Rules ofCourt. rUes2.30. 3.220.3.400-3.403, 3.740:

Cal.

Standards

of Judicial Administration, std. 3.10

www.cou/foi f t>.ca.oov



the case

is complex.

Auto

Tor t

Auto (22)-Personal Injury/Property

Damage/Wrongful Death

Uninsured Motorist (46)

{ifthe

case involves

an

uninsured

motorist claim subject to

art>itratk>n, check this item

instead ofAuto

Other PI/PD/WD (Personal Injury/

Property Damage/Wrongful Death)

Tort

Asbestos (04)

Asbestos Property Damage

Asbestos Personal Injury/

Wrongful Death

Product Liability

not asbestos or

toxic/environmental (24)

Medical Malpractice (45)

Medical

Malpractice-

Physicians &Surgeons

Other Professional

Health

Care

Malpractice

Other

PI/POAfVD

(23)

Premises Liability (e.g., slip

and

fall)

Intentional Bodily Injury/PD/WD

(e.g., assault, vandalism)

Intentional

Infliction

of

Emotional

Distress

Negligent Infliction of

Emotional

Distress

Other

PI/PD/WD

Non-Pi/PD/WD (Other)

Tort

Business Tort/Unfair Business

Practice

(07)

; Civil Rights (e.g., discrimination,

• ' false arrest)

notcivil

k

i harassment

(08)

' ' Defamation(e.g., slander,

libel)

(13)

. F raud (16)

H- IntellectualProperty (19)

Professional Negligence (25)

,.: Legal Malpractice

Other Professional

Malpractice

not medical or legal

k ; Other Non-PI/POAA/D Tort (35)

Employment

C [i

Wrongful Termination

(36)

Other Employment (15)

h-

CM-010[Rev. July 1.20071

CASE TYPES

AND EXAMPLES

Contrac t

Breach of Contract/Warranty (06)

Breach of Rental/Lease

Contract

not unlawfuldetainer

or wrongful eviction

Contract/WarrantyBreach-Seller

Plaintiff

not fraudornegligence

Negligent Breach of Contract/

Warranty

Other Breach of Contract/Warranty

Collections (e.g., money owed,

open

book accounts) (09)

Collection Case-Seller

Plaintiff

Other Promissory Note/Collections

Case

Insurance Coverage

notprovisionally

complex (18)

AutoSubrogation

Other Coverage

Other Contract (37)

Contractual Fraud

Other

Contract Dispute

Real

Property

Eminent

Domain/inverse

Condemnation (14)

Wrongful Eviction (33)

Other Real Property (e.g., quiet title)(26)

Writ of

Possession

of Real Property

Mortgage Foreclosure

Quiet

Title

Other Real Property not eminent

domain, landlordAenant, or

foreclosure

Unlawful Deta ine r

Commercial (31)

Residential (32)

Drugs (38)

ifthe case involves illegal

drugs, check this item;otherwise,

report

as

Commercialor Residential

Judicial

Review

Asset

Forfeiture (05)

Petition Re: Arbitration Award (11)

Writ of Mandate (02)

Writ-Administrative Mandamus

Writ-Mandamus on

Limited

Court

Case Matter

Writ-Other

Limited

Cour t Case

Review

Other

Judicial

Review

(39)

Rev iew of

Health Officer Order

Notice of Appeal-Labor

Commissioner Appeals

CIVIL C A S E C O VE R S HE E T

INSTRUCTIONS

ON HOW

TO COMPLETE

THE

COVER SHEET CM-010

To Plaintiffs and Others Filing First Papers. If you are

filing

a

first

paper

(for

example, a complaint) in a civil case, you must

complete

and file,

along

with yourfirst paper,the

Civil

CaseCover Sheetcontained onpage 1. This information

will

be usedtocompile

statisticsabout the types and numbers of cases

filed. You

must complete items 1

through

6 on the sheet. In

item

1, youmust check

one box forthe case typethat best describes the case. Ifthe case fits botha general and a more specifictype ofcase listedin item 1,

check the more specificone. Ifthe case has

multiple

causes of

action,

check the box that best indicates the primary cause of

action.

T6assist you

in

completing thesheet,

examples

ofthe cases thatbelong

under

each case type

in

item 1are

provided

below. A

cover

sheet must be

filed only with

your

initial

paper.

Failure

to

file

a coversheet with the

first

paper

filed

in a

civil

case may subjecta

party,

its counsel, or both to sanctions under rules 2.30

and

3.220 of the California Rules of Court.

To Parties in Rule 3.740 Collections Cases. A collections case under rule 3.740 is defined as an action for recoveryof money

owed in a

sum stated

to

be

certain that is not more than 25,000, exclusive of interest and attorney's fees, arising from a transaction in

whichproperty, services, or money was acquired on credit. A collections case does not include an action seeking the

following:

(1) tort

damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of

attachment. The identification of a case as a rule 3740 collections case on this

form

means that itwill be exempt

from

the general

time-for-service requirements and case management rules, unless a defendant files a responsive pleading. A rule 3.740 collections

case

will be subject to the requirements for service and obtaining a judgment inrule 3.740.

To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case CoverSheet to designate whether the

case

is complex. Ifa plaintiff believes the

case

is complex under rule 3.400 of the CaliforniaRules of Court, this must be indicated by

completing the appropriate boxes in items 1 and 2. Ifa plaintiffdesignates a case

as

complex, the

cover

sheet must be served with the

complaint on all parties to the action. A defendant may file and serve no later than the time of its first

appearance

a joinder in the

plaintiffs designation, a counter-designation that the case is not complex, or, ifthe plaintiffhas made no designation, a designation that

Provisionally

Complex

Civil Litigation (Cal.

Rules of Court Rules 3.400-3.403)

Antitrust/Trade Regulation (03)

Construction Defect (10)

Claims Involving Mass Tort (40)

Securities Litigation (28)

Environmental/Toxic Tort (30)

Insurance Coverage Claims

arising fromprovisionallycomplex

case type listed above (41)

Enforcement of Judgment

Enforcement of Judgment (20)

Abstract of Judgment (Out of

County)

Confession of Judgment

non-

domes tic relations

Sister State

Judgment.

Administrative Agency Award

not unpaid taxes

Petition/Certification of Entry of

Judgment on Unpaid Taxes

Other

Enforcement of

Judgment

Case

Miscellaneous Civil Complaint

RICO (27)

Other Complaint not specified

above (42)

Declaratory Relief Only

Injunctive Relief Only(non-

harassment

Mechanics

Lien

Other

Commercial Complaint

Case non-totVnon-complex

Other CivilComplaint

non-tort/non-complex

Miscellaneous Civil

Petition

Partnership

and

Corporate

Governance

(21)

Other Petition

not specified

above

(43)

Civil

Harassment

Workplace Violence

Elder/Dependent

Adult

Abuse

Election Contes t

Petition for Name Change

Petition

for

Relief

F rom La te

Claim

Other

Civil Petition

Page 2 o f 2









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