Foreign Language Center v. Hasselhoff

8/12/2019 Foreign Language Center v. Hasselhoff

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\tfy^ ORI IN LJEFFREY KONVITZ (STATE BAR NO. 112184}Law Offices of Jeffrey S. Konvitz1801 Century Park East, Suite 2400Los Angeles, California90067Tel . 3 1 0- 77 2 -2 8 00Fax. 424-777-0583Attorney for PlaintiffForeign LanguageCenter Inc.d/b/a OneWorld Language Solutions and OWLS Media

FILEDv Court of Cz

-inty of Los Anqeles

JUL 09 2014

SuperiorCourtof CaliforniaCoun

SherriR.CajBy.

ive Officer/ClerkDeputy

shaunya Bolden

SUPERIOR COURT FOR THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES-CENTRAL DISTRICT

FOREIGN LANGUAGE CENTER INC. DB AO NE W OR LD L AN GU AG E SOLUTIONS

AND OWLS MEDIA, a corporationPlaintiff,

v s .

DAVID HASSELHOFF, an individual;HOFFSTUFF TOURING LLC, a limitedliabilitycompany; ERIC GARDNER, anindividual; NATIONAL GEOGRAPHICCHANNELS INTERNATIONAL; NATIONALGEOGRAPHIC VENTURES, INC, a

corporation; FOX ENTERTAINMENTGROUP, INC. a corporation; and DARLOWSMITHSON PRODUCTIONS, LTD, acorporation

Defendants

caseno. BC 5 51 1 5 4COM PLAI NT FOR:

9.

Breach of Contract-Part Written/Part OralBreach of the Covenant of Good Faith andFair Dealing.Intentional Misrepresentation and FraudFraudulent Concea lmentUnfair Business PracticesIntentional Interference with ContractualRela t ionsIntentional Interference with ProspectiveEconomic AdvantageConversionInjunctive Relief

D . J 5 L -

PlaintiffForeign LanguageCenter Inc. DBAOneWorld LanguageSolutions and WpS

Media ( Plaintiff) hereby alleges andpleads as follows:

S HO RT S TATE ME NT O F T HE C AS E

1. Plaintiff, aproducerof documentaries, enteredintoagreement(the AgreemeS;partially written/partially oral, with Defendant David Hasselhoff ( Hasselhoff) through

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Los Angeles, California. It operates as OneWorld Language Solutions when supplying

translation and language services to international businessesand media companies. It operates as

OWLS Media when producing and financing documentaries.It is the financier and producer of

the Documentary.

Defendants

3 Defendant Hasselhoff is an actor, musician, and singer and a resident of the city

of Calabasas in the county of Los Angeles, California. He is principally known for his starring

turns on Knight Rider and Baywatch. In Germany, he is also a renowned musical artist and is

par ticularly wel l-known there and elsewhere for his connect ion to the historic events related to

the fall of the Berlin Wall in November 1989 (i.e. the above-defined Wall Events) and his songLooking for Freedom (the above-defined Song)

4. Defendant Hoffstuff Touring LLC, is a California limited liability company,

owned by Defendant Hasselhoff( Hoffstuff). It purports to be Defendant Hasselhoffs loan-out

corporation, as such term is commonly understood, and is used to lend the services of Defendant

Hasselhoff to third parties.

5. Defendant Eric Gardner ( Gardner ) is an entertainment manager/agent, who

manages Defendant Hasselhoff.He is a resident of the City of Santa Rosa Valley in VenturaCounty, California. At all times set forth in this Complaint, he was the manager/agent of

Defendant Hasselhoffand the principal negotiator on Defendant's Hasselhoffs behalf.

6. Defendant National Geographic Channels International( NGCI ) is a television

programming company located in London, the United Kingdom. It's programming is shown on

National Geographic channels worldwide and in other media, inclusive of DVD formats. The

exact enterprise form of this entity is unknown. It is intended by NGCI, NGV, and Fox (as the

latter two companies are hereinafter defined) that the NGCI Program will be aired on theNational Geographic channel in the United States ( Nat Geo ), the US broadcast cable and

satellite channel, co-owned,on information and belief, bythe Society and Fox Cable Networks, a

division of 21st Century Fox. It is also intended that the NGCI Program will be aired on other

sister networks around the world ( Nat Geo World Channels ), among other licensed3

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international televisionand DVD outlets. By entering into contracts with California residents and

doing other business in California and by directing its productions into the California market for

profit, NGCI has engaged in business in the State of California and is accordingly subject to the

general jurisdiction of this state. In addition, by engaging in the tortious acts alleged herein

against a company authorized todo business in California and which has oneofits two principal

offices in this state, Defendant NGCI has made itself subject to the special jurisdiction of the

State o f C al ifo rn i a as well.

7. Defendant National Geographic Ventures.Inc. ( NGV ) is a wholly-owned

subsidiary of the Society. On information and belief, Plaintiff alleges that Defendant NGV, at all

times set forth in this Complaint, was and remains a co-owner of Defendant NGCI and approvedthe production of the NGCI Program. Defendant NGV is incorporated in the Stateof Delaware

and has its principal office in Washington D.C. However, by entering into contracts with

California residents,by doing other business in California, and by directing its productions into

the California market for profit, Defendant NGV has engaged in business in the State of

California and is subject to the general jurisdiction of this state. In addition, by engaging in the

tortious acts alleged herein against a company authorized to do business in California (and doing

business therein)and which has one of its two principal offices in this state, Defendant NGV hasmade itself subject to the special jurisdiction of the State of California as well.

8. Defendant Fox Entertainment Group, Inc. ( Fox ) is an American Entertainment

Company, whose principal place of business is located in the City of Los Angeles. On

information and belief, Fox, at all times set forth in this Complaint, was and remains a co-owner

of Defendant NGCI. Fox is a division of 21st Century Fox and, on information and belief,

Plaintiff alleges that Fox approved the production of the NGCI Program. Fox is incorporated in

t h e S t at e o f Delaware .

9. Defendant Darlow SmithsonProductions LTD is a corporation, which to the best

of Plaintiffs knowledge, is organized under the laws of the United Kingdom( Darlow ). A unit

of international, productionbehemoth, Endemol, it is involved in the production of the NGCI

Program. By entering into contracts with California residents, by doing other business in4



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California, and by directing its productions into the California market for profit, Defendant

Darlow has engaged in business in the State of California and is subject to the general

jurisdiction of this state. In addition, by engaging in the tortious acts alleged herein against a

company authorized to do business in California (and doing business in California) and which

has one of its two principal offices in this state, Defendant Darlow has made itself subject to the

special jurisdiction of the State of California as well.

10. Defendant NGCI, Defendant Darlow, Defendant NGV, and Defendant Fox will

from t ime to t im e b e referred to herein as th e Nat Geo Parties.

11. Plaintiff is informed and believes and therefore alleges that at all relevant times

each defendant, including Does 1 through 100, as hereinafter designated, was the agent, partneremployee, co-conspirator, and/or joint tortfeasor with the each of the other defendants, and, in

doing the thingsalleged herein, were actingwithin thescope of each relevantcapacity.

12. Plaintiff is unaware of the true names, identities, or capacities of defendants Does

1 through 100, and for this reason said defendants are referred to herein by such fictitious names.

When plaintiff ascertains the true names, identities, or capacities of DOES 1 through 100,

inclusive, or any of them, Plaintiff will amend this Complaint to allege the same. Plaintiff is

informed and believes and thereon alleges that at all times relevant to the facts alleged herein,each fictitiously named defendant was responsible in some manner for the acts, occurrences,

happenings, and/or omissions hereinafter alleged.

G E NE R A L S TA T EM E NT O F FA C T S

13. On March 15, 2013, Mark Hayes ( Hayes ), P laintiffs co-owner, along with his

wife, Gabriele Hayes ( Gabi ), who was born and raised in East Gennany, wrote to Defendant

Gardner, Defendant Hasselhoffs manager/agent, and inquired by email about Defendant

Hasselhoffs interest in participating in a documentary about the Wall Events, the documentary tobe produced in anticipation of the 25th anniversary of the fall of the Berlin Wall (the above

defined Anniversary). Therein, Plaintiff proposed to center the documentary around Defendant

Hasse lhoff an d h is invo lvement in t he Wal l E ve nt s.



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14. On March 16,2013, DefendantGardner and Hayes exchanged emails in regard to

a protest rally that was tobe held on March 17, 2013 at the East Side Gallery in Berlin, Germany

(the Rally ), where Defendant Hasselhoff was scheduled to appear and participate. The East

SideGallery is one of the few remaining sections of the Berlin Wall and a real estate developei

was moving to demolish it. A save the wall protest group was mounting the Rally. With

respect thereto, Defendant Gardneradvised Hayes, who planned to shoot the Rally event, that

you may shoot David's [Hasselhoff] activities as part of your coverage of the overall event, bui

may not utilize any of the footage in any Hasselhoffcentric documentary until we have come to

an agreement with respect thereto. At this early point, DefendantHasselhoffs representatives

clearly understood thatthe documentary, which Plaintiff intended to finance and produce, wouldbe focused entirely around Defendant Hasselhoffs special relationship to the Berlin Wall, the

Wall Events, and the Song and their special place in history.

15. On March 17, 2013,' East Side Gallery Rally press conference was shot by

Plaintiffwith Defendant Hasselhoffs participation. Plaintiffalso filmed private interviews with

Defendant Hasselhoff for inclusion in the Documentary and shot material at and neai

Defendant's Hasselhoffs hotel and on Defendant Hasselhoffs way to the Rally site. The

foregoing shall be referred to hereinas the Rally Shoot.16. Just prior to April 12, 2013, and, after viewing Plaintiffs prior documentary

entitled, One Germany, The Other Side of the Wall, Defendant Gardner emailed Plaintiff and

stated: Yes, weare interested in moving ahead with this.... Have a think and make a proposal.

17. The budget of the Documentary was preliminarily estimated at $450,000 with

respect to which Defendant Hasselhoff and Defendant Gardner had no objection. Plaintiff

intended to finance a significant portion of the budget with its own capital, while arranging the

rest from off-balance sheet sources, including from one or more of its close group of investors(who actually invested and who were prepared to fully finance the entire budget, if required, at

all times).

18; On April 16, 2013, Plaintiff sent Defendant Gardner and Defendant Hasselhoff a

more detailed outline of Documentary's Format: Hayes wrote:6

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/ am envisioning a film that would include a meaningful arcfor Davidas he

revisits Berlin andparts of the former East, hearing first-hand what Looking for

Freedom [HasselhoffsSong] meant to the people who were most affected by it.

We would also visit afew East German landmarks...a Stasi prison, the complex

where shredded Stasi files were reassembled, the church in Leipzig where the

peaceful demonstrations began, leading up to the fall of the Wall, and to perhaps

David's finest hourhis performance at the Brandenburg Gate onNew Year's

Eve. We would also examine the history of thesong that willforever be connected

to thishistoricalperiod. Who were the writers? Why did they writeit? Andhow

didit become an anthem of the times? Another question looming in my mind iswas there everan attempt tosilence DavidHasselhoff? How much of a thorn did

he represent in theside o f the Communist regimes of notjust East Germany, but

o f theothereast bloc, countries. We wiltfind out.

Plaintiff also proposed an advance of $25,000 to Defendant Hasselhoff against 15% of

producer's net profits and, further, by email date April 18, 2013, Hayes stated, Iam hoping the

originality of this project and its unique perspective...when there will be many Berlin Wall

themedprojects... will allow it to standoutandget some serious attention and buyers.19. Defendant Gardner responded by email on May 6, 2013 and stated: We are okay

with yourproposal, so long as David's 15 is calculated usingthesame definition and ispaid ai

the same time as Producer (who I assume is you.). Defendant Gardner then, as additional

consideration for Defendant Hasselhoffs services, demanded an executive producer credit for

himself. It was granted by Plaintiff.

There was no objection to the term unique, which was used in the emails between Hayes

and D e f e n d a n t Gardner.

20. The first meeting among Defendant Gardner, Defendant Hasselhoff, Hayes, and

Gabi occurred on May 10, 2013, shortly after the Agreement had been bound by emails and oral

understandings between Defendant Gardner, on behalf of Defendant Hasselhoff, and Plaintiff.

Production details were discussed including documentary length. Plaintiff advised that they7

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intended to aim for a standard fifty-five (55) minute production. Defendant Gardner and

Defendant Hasselhoff suggested that there might be enough material to shoot a feature length

documentary. The suggestion was tabled.

21. By emai l dated June 27, 2013, Pla in ti ff advised Defendant Gardner that Plaintiff

wished to move ahead and would use its own money. The impetus to begin immediate

production immediately, however, was the appearance of an impending, pre-scheduled

Hasselhoffconcert in Gmunden, Austria.

The import of filming theconcertand the import of other film targets in July were further

set forth in this email, among other contemporaneous emails.

22. On June 27, 2013, in order to grease the wheels for production at Gmunden,Defendant Gardner sent an email to the Gmunden concert promoter announcing the

Documentary, a documentary focusing on David and the effect he had with respect to the

Wall... . Thereafter, permission to use the concert as part of the Documentary was obtained.

23. Shortly thereafter, Hayes called Defendant Gardner and suggested they put a

formal written agreement in place. Defendant Gardner demurred and advised that the emails and

oral understandings (which included the payment schedule) constituted the Agreement and they

d id n ot n ee d more .

24. Full productioncommencedat the Hasselhoff/Gmunden concert on July 15, 2013

the Gmunden shoot centered around Defendant Hasselhoff and his position in Europe, past and

present, all calculated to build a frame of reference for the Wall Events and the Documentary.

The concert finished, Plaintiffs crew, including Hayes and Gabi, then moved to Berlin and other

parts of Germany for additional footage and interviews, while searches continued for archival

Wall Event footage and collateral matters connected thereto.

The shoo t lasted o ve r t wo weeks.

25. On July 17, 2013, the first payment owed to Defendant Hasselhoff under their

Agreement, which included rights to his story concerning the Wall Events and his onscreen

participation as host and narrator, was timely made to Hoffstuff, Defendant Hasselhoffs loan-out

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corporation (as instructed by Defendant Gardner). On August 5, 2013, the second payment owed

to Defendant Hasselhoff was paid.

26. Sometime prior to the end of July 2013, Defendant Gardner called Hayes and

requested permission to use the Gmunden concert material shot by Plaintiff with Defendant

Hasselhoff for Defendant Hasselhoffs promotional purposes...i.e. allegedly to help Defendant

Gardner book shows for his client. Permission was granted.

Plaintiff does not know how this material was used, if at all, but it might have been sent

to Defendant N G C I a n d/ or Defendan t Darlow.

27. On August 6, 2013, Defendant Gardner called Hayes. Great minds think alike,'

were Defendant Gardner's initial words. He then advised that he'd received an allegedly out ojth e blue call from D ef en da nt N G CI in the U K and D ef en da nt G a rd ne r c om m en te d that

Defendant NGCI seemed to have read Plaintiffs early [Format] emails as Defendant NGCI

allegedly wanted to produce a documentary for Nat Geo and the Nat Geo Worldwide Channels

(the above-defined NGCI Program), which, according to Defendant Gardner, would be very

similar to ours. He then asked if Plaintiff would be willing to work together with Defendant

NGCI on a jointly-produced documentary.

28. On August 9, 2013, by email, Defendant Gardner implored Plaintiff that working with Nat Geo would be a great career move for all of us. The email also contained

excerpts from the NGCI proposal, which apparently was initiated by one of their outside

production company suppliers, Defendant Darlow (though it is unclear as of the date of this

Complaint, if the approach by Defendant Darlow and Defendant NGCI had been solicited by

Defendant Hasselhoff or Defendant Gardner or by one of Defendant Hasselhoffs agents in the

first place). Plaintiff, in response, noted that the Defendant Darlow/Defendant NGCI pitch was

very similar in all respects to the original pitch made by Plaint iff to Defendant Gardener andDefendant Hasselhoff, which pitch now had been transformed into the actual Documentary itself

and to which Defendant Hasselhoff was bound by contract (and by his grant of exclusive and

unique rights). Simply, the NGCI Program pitch appeared to mimic the Format.

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29. Plaintiff agreed to speak with a Defendant NGCI representative and furthet

advised that Plaintiff would be prepared to work with Defendant NGCI and combine forces if

everything fell in place.

30. A conference call took place on August 12, 2013. On the callwas Carolyn Payne

( Payne ), a NGI executive producer, and, on information and belief, an officer thereof, Hayes.

Gabi, and Defendant Gardner. The call took almost an hour. Payne inquired about the

Documentary. Hayesdescribed the Documentary s subject matter and the Format in detail, the

use and focus on Hasselhoff, his role therein, and Plaintiffs knowledge of Germany and the

events incorporated in the Documentary(as they were thereat the time). Hayes further described

the Rally shoot material already obtained, the Gmunden footage which was shot, the othetmaterial Plaintiff had shot and were about to shoot and the central role that the Song had played

in the cataclysmic events. Hayes further observed that there might be other projects about the

Berlin Wall as the Anniversary was approaching, but by integrating DefendantHasselhoff into

the project under the Format as the Documentary s central element,this Documentary would be

unique. Thecall ended without reaction from Payne, other than they will get back at some point.

31. On September 20, 2013, while Plaintiff was proceeding with Documentary

production and expenditures, included editing shot material and assembling historical footage,Defendant Gardner advised that he had no new information about Defendant NGCI's agenda and

would attempt to contact Payne.

32. On October 15, 2013, Defendant Gardner emailed Plaintiff and informed its

principals, Hayes and Gabi, that:

1 have heard from NGC ...they indeed prefer moving ahead with a separate one-

hour TV special, designed to air in November 2014on their NGC channels

worldwide and would like to include David as one o f a number o f elements...once

again they stressed that their show will bea mostly archival lookfrom a dry

historical perspective (their phrase), which they feel will have zero impact on the

feature documentary (and, in turn, are unconcerned that thefeature doc will have

any impact on their one hour special). So what's the next step with our project?1 0

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Of course, reference to a feature documentary was a straw dog argument as the

Agreement between Plaintiff and Defendant Hasselhoff was never based on the Documentary

being feature-length (i.e. it was merely a suggestion made by Defendant Hasselhoff to be

considered if there was enough material). Defendant Gardner further emphasized that the NGCI

plan was now not to deal with the Song or most of the other key and unique elements of the

Format, nor was it even certain that Defendant Flasselhoff would be involved in the NGCI

Program at all once it was all said and done.

33. Plaintiff feared the NGCI Program would not have zero impact as Plaintiff

suspected that the NGCI Program, if it was produced, might mirror the Documentary and its

Format, that Defendant NGCI might intend to use Hasselhoff in much the same way he wasbeing used in the Documentary, that the Documentary's theatrical life, i f any, would be

decimated by a massive Nat Geo worldwide television airing of the Program, if it was Defendant

Hasselhoff-centric, that the television value of the Documentary, Plaintiffs major source of

production cost recoupment, would be decimated if the NGCI Program was Defendant

Hasselhoff -cent ric and exhibited, that P la in ti ff would lose the over $200,000 it had already

invested, plus the additional monies now required to complete the Documentary, and that

Defendant NGCI's actions (along with the actions of Defendant Hasselhoff and DefendantGardner), if they moved ahead, would be violative of the Agreement. Consistent therewith,

Plaintiff, notwithstanding all of Defendant Gardner's qualifications, responded to Defendant

Gardner's email and oral pleadings statements by an email dated October 16, 2013. In short

Plaintiff advised, This is not okay with us

34. Ignoring the fact that: (i) there was a concluded, binding, and valid Agreement

between Plaintiff and Defendant Hasselhoff with respect to the Documentary (and Defendant

Hasselhoff had been fully paid to date); (ii) Documentary production had been ongoing for sixmonths; and (iii) the NGCI Program might potentially mirror the Documentary already in

production, Defendant Gardner countered that Hayes should have told him not to even

contemplate Defendant NGCI's approach at the time of the Conference Call, rather than at this

later date, a bizarre admonition in that the possibility that Defendant NCGI might actuallyi i

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produce a separate Defendant Hasselhoff-centric documentary withoutPlaintiffs participation,

identically builtaround DefendantHasselhoff and the Format and with Defendant Hasselhoffs

unlawful participation, did not actually rear its head until mid-October and, at that time,

Defendant Gardner could have informed Darlow and NCGI that he could not proceed with them.

35. Plaintiff threatened litigation. In order to quiet the savage beast, Defendant

Gardner, by email dated October 21, 2013, advised that they should put a pin in the whole

matter as the NGC board still has to approve the commissioning of their special...and the

controversy will he rendered moot if the commission doesn't get approved. By the same email,

DefendantGardner laid out an aggressive legalpositionas follows:

(a) Defendant Gardner alleged they had an Agreement, as embodied in Plaintiffsemail proposal of April 18, 2013 and Defendant Gardner s response of May 6, 2013, and

Defendant Hasselhoff remained committed to the Documentary. (However, Defendant Gardner

failed to mention that he d rejected Plaintiffs request for a more complete, integrated agreement

in line with industry standards,which rejection was and is inconsistentwith the later attemptsby

Defendant Gardner and Defendant Hasselhoffs counsel to force a long form agreement down

Plaintiffs throat, an agreement whose terms clearly demonstrate an intent to waive all of

Plaintiffs then-possible causes of action and claims, destroy Plaintiffs ability to finish theDocumentary, and, in fact, claim the Documentary copyright for Defendant Hasselhoff, along

with the right to use Documentary material in other programs (i.e. the NGCI Program?...See

discussion below).

(b) Defendant Gardner alleged that there was no mention of exclusivity in the emails

designated by him and, thus, according to Defendant Gardner, Plaintiff knowingly agreed to

allow his client, Defendant Hasselhoff, to commit to competing Hasselhoff-centric

documentaries about the Wall Events produced by major production companies with self-contained worldwide distribution outlets in all media on the same subject matter as Plaintiffs

Documentary and using virtually the same Format, (notwithstanding that the such acquiescence

would destroy the commercial viability of the Documentary and its uniqueness, and would lead

to Plaintiffs commercial ruin); 2

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(c) Defendant Gardnerwarned, if Plaintiff ceased production on the Documentary,

because Defendant Hasselhoff had agreed to participate in the NGCI Program Defendant

Hasselhoff would sue Plaintiff on the grounds that a financing company cannot stop the

production and financing of a movie even if it pays of f its key performer, once it has concluded a

deal with the key performer for the performer's services therein; and

(d) then, Defendant Gardner proceeded to advise Plaintiff that Defendant NGCI had

no objection to Plaintiffs use of Defendant Hasselhoff in the Documentary under the Format

and, further, the two films would be different because the NGCI Program would only be fifty-

five (55) minutes long, whereas the Documentary would be feature-length (though, again, the

feature length component was suggested by Defendant Gardner and Defendant Hasselhoff afterthe fact and not by Plaintiffand it had never been agreed to as part of any Agreement, nor was it

relevant). In addition and finally, Defendant Gardneradvised there d be no reference to the Song

in the NGCI Program and there'd now be little or no similarity to the Format according

DefendantGardner's more complete and recentunderstanding.

36. By email dated October 27, 2014, Defendant Gar dner advised that there was still

no decision as to whether Defendant NGCI was even going to pursue the NGCI Program and

orally advised that Defendant Hasselhoff had no deal currently with anyone at Defendant NGCIo r Dar low.

37. On November 11, 2013, while Defendant Gardner was still advising that the

NGCI Program had not been approved by Defendant NGCI or its parents, Plaintiff advised

Defendant Gardner that Plaintif f had taken meetings with German television distributors

(incorrectly noted as producers in the email) and that none had any interest in a feature length

documentary (i.e. there was only interest in a documentary that ran the standard fifty-five (55)

minutes, which, of course, decimated one of Defendant Gardner's principal arguments). Simply,a feature length documentary would remain undistributed and, of course, Defendant Nat Geo, ii

it made and televised the NGCI Program and used anything near the Fonnat, inclusive of

Defendant Hasselhoffs Format services, which the German distributors knew nothing about, it

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woulddestroy the exploitation marketand particularlythe television market for the Documentary

forever.

38. Hoping either that Defendant's NGCI Program would never see the light of day or

if it did, it would not incorporate the Format and/or Defendant Hasselhoff would not breach his

Agreement and fatally damage the Documentary, and, further, havingcommitted huge amounts

of personal funds to the Documentary, plus investor money, Plaintiff had no choice but to

continue to move ahead. First and foremost, Hayes tried to set dates for interviews with

Defendant Hasselhoff, including trips with Defendant Hasselhoff to key Berlin sites, including

the former-East Berlin, and other East German locations for on-camera, Documentary-set-pieces

and narration, but was told by Defendant Gardner that Defendant Hasselhoff was booked for thenext several months. In fact, the only available time for Los Angeles interviews would be

between February 1, 2014 and February 17, 2014. Further, there'd be no available dates until

late spring fora trip to Berlinfor location shootingandon-camera interviews around significant

h i st o ri c al s i te s w i t h Defendan t Hasselhoff .

39. On February 17, 2014, an on-camera segment was shot by Hayes and Gabi for

Plaintiff in Defendant Flasselhoffs home in Calabasas. After the interview, Hayes told Defendant

Hasselhoffs assistant, Nick Corjon, that he and Gabi were going to Berlin to work on theDocumentary and the assistant then innocently told them Defendant Hasselhoff would soon be

travelling to Berlin, too. Hayes suggested they could then get the location footage they needed

while all parties were in Berlin. The assistant then advised them that Defendant Hasselhoff was

going to Berlin to work with DefendantsDarlow and NGCIon the NGCI Program and would not

b e a v ai la b le to them.

40. This was the first confirmation that the NGCI Program was going to be produced

and that Defendant Hasselhoff was going to be involved and the information didn't come fromDefendantGardner or DefendantHasselhoff, but inadvertently from an assistant.

Hayes and Gabi were furious,

41. On February 21, 2014, Gabi emailed Defendant Gardner declaring their

disappointment in what had transpired...against all their hopes. Responding, Defendant Gardner1 4

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still denied that anythinghad been set in stone or a contractwith Defendant Hasselhoffhad been

concluded. Based on the events and communications, Plaintiffwas simply unsureof what to do,

but feared th e worst.

42. On April 10, 2014, notwithstanding Defendant Gardner s refusal to proceed to a

long form agreement in July of 2013, a long form agreement, entitled Deal Memo (the Deal

Memo ), was sent to Plaintiff by Lapidus, Root, and Sacharow, a long form agreement which

contained numerous outrageous and patently unacceptable terms that were never discussed

before. Amongthe most outrageous provisionsand language tendered were the following:

(a) The word non-exclusive was inserted with respect to services without

differentiating between Defendant Hasselhoffs right to work on projects unrelated to theDocumentary and the Format and the Wall Events (which would be acceptable and always was

acceptable) and the right to work on any documentary based on the Format and concerning

Defendant Hasselhoffs involvement with the Wall Events, wliich story rights had been secured

from Defendant Hasselhoff by Plaintiff, includingDefendant Hasselhoffs on-screen services;

(b) Defendant Hasselhoff would co-own the Documentary with Plaintiff and,

thus, would be pennitted to use the footage non-exclusively in any way he pleased (including, by

logical extension, in Defendant's NGCI Program); and(c) Defendant Hasselhoff would have creative approval over the

Documentary, which right, even limited by the terms not to be unreasonably withheld would

give Defendant Hasselhoffthe power to stop the Documentaryinits tracks and certainly delay its

completion until long after Defendant's NGCI Program had been aired all over the world.

43. Angry and confused, Plaintiffdid not respond.

44. The Deal Memo was resent to Plaintiff on May 8, 2014. Again, they did not

respond.

45. Defendant Hasselhoff was set for a German concert in mid-May and Plaintiff

insisted that the location shoots be done at the time (as they still believed they had to finish the

Documentary on account of their investment, defened money and participations owed to

members of Plaintiffs crew, the Plaintiffs reputation, inclusive of Hayes and Gabi s reputations.1 5

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National Geographic Channels International (NGCI) has announced the

commission of a one-hour special, Hasselhoff vs. the Berlin Wall, fromDarlow

Smithson Productions. The special, which commemorates the 25th anniversary of

thefall of the Berlin Wall, will premier in the U.S. and internationally on

National Geographic Channel later this yearin 171 countries and45 languages.

DavidHasselhoff has a unique linkto the Berlin Wall...a massivepop star across

Germany, he was invited to perform in Berlin to a million-strong crowdfrom a

newly united Germany, singingon the broken barrier onNew Year's Eve 1989.More than any other event, the fall of the Berlin Wall and the subsequent collapse

of Communist rule across Eastern Europe set thescenefor the J990's and

David was there to witness history in the making.

With the 25th anniversaryapproaching, Hasselhoffvs. the Berlin Wall takes

viewers on an incredible personal journey backto Berlin, retracingthe Wall's

history, meeting thepeople who lived in its long shadowthe unbelievableescapesand divided livesand examining the Wall's final remnants. Italso

chroniclesHasselhoffs emotional connection to Germany and the Wall as a

prominent pop cultural figure whose hitsingle Lookingfor Freedom servedas

the unofficial protest anthemuniting east and west.

'Looking for freedom behind the Berlin Wall, 1discovered so much more,' said

Hasselhoff. 7 witnessedfirst-hand the horrorand thepain the East Germansexperienced through their unwaveringfightfor freedom. They are the inspiration

to us all and I amproud beyondwords topresent theirsaga to the world in

partnership with National Geographic Channel.'

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Hasselhoff vs. the Berlin Wall brings to life the extraordinary triumph over

tyranny that sent the Wall crashing down, while also weaving together an

inspiring and surprising personal narrative of how David's unique story fits into

theBerlin Wall's bigpicture,'said Hamish Mykura, Executive Vice Presidentand

head o f International Content for NGCI.

David didn't just witness one of the 20th century's most historic moments, his

song, Lookingfor Freedom, also provided the soundtrack. Through David's

journeyand thepowerful stories he uncovers, thestartling human cost of the wall

is laid bare. And it becomes clear why David's song meant so much toso many,'said Simon Young, executiveproducer at Darlow.

The press release, by itself, has destroyed Plaintiffs Documentary and its marketability.

This release, dispersed worldwide, has destroyed Plaintiffs ability to ever sell the Documentary

and recoup its investment, let alone any profits. The acts of all Defendants have also destroyed

Plaintiffs documentary business and creative reputation and will consequently hold Plaintiff,

Hayes, and Gabi up to ridicule.The press release was and is also self-declared, first-hand evidence reflecting all of

Defendants' duplicities and their unlawful and unethical conduct. By claiming that the NGCI

Program is the unique story, it has damned the Defendants. The unique story is told in the

Documentary, which Plaintiff created with Defendant Hasselhoff under contract though the

Agreement. The Format was converted and stolen by the Nat Geo Parties with the participation

of Defendant Hasselhoff and Defendant Gardner, who should be hanging their heads in shame,

rather than trumpeting the personal glory.49. The Deal Memo was resent to Plainti ffon June 10, 2014. Plaint iffdidn't respond.

50. On or about the second week of June 2014, Plaintiff viewed Defendant

Hasselhoffs website. Thereon, it announced the NGCI Program. There was no mention of the

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Documentary. As egregious, and, as part of the announcement, photos taken of Plaintiffs crew

on location shoots paid for by Plaintiff, are now being used to promote the NGCI Program.

51. Plaintiff finally retained counsel.

52. Notwithstanding discussions with respect to accessing off-balance-sheet-

financing, Plaintiff, though its own funds and through the funds of its principal investor, had and

has the wherewithal to fully finance the entire budget of the Documentary.

F I R S T C A U SE O F A C T I O N

Breach of Part Written/Part Oral AgreementAgainst

Defendants Hasselhoff an d Hoffstuff

53. Plaintiff re-allegeseach and every allegation set forth in Paragraphs 1 through 52,

inclusive, as though set forth in full herein.

54. Plaintiff made an offer in writing for the right to tell the Berlin Wall story from

the perspective of Defendant Hasselhoff, which offer included Defendant Hasselhoffs

participation in telling the story, appearing in on-camera interviews, appearing at relevant

locations throughout Berlin, including the former East Berlin, to tell his story first hand

discussing his involvement in the Wall Events and his influences therein, including the impact of

his Song. The Fonnat was created by Plaintiff and by means of the Agreement, Defendant

Hasselhoffs unique rights to his Story in the Wall Events were bound to Plaintiff.

55. The actual written offer by email, including a description of the Format, was

made on April 16, 2013, though other terms had been discussed orally (and other parts of the

Fonnat had been presented in earlier emails and orally as well). Plaintiffs offer was accepted by

email on May 6, 2013 by Defendant Gardner, Defendant Hasselhoffs manager/agent, and, based

thereon, Plaintiffbegan to spend several hundred thousand dollars on the Documentary, inclusive

of timely payments to Defendant Hasselhoff for his unique rights and unique services, the

payment terms having been ananged orally.

56. The Agreement was minimally integrated in that only the gross compensation, the

scope of the Defendant Hasselhoff story and the uniqueness of his services were confirmed in

writing. It was orally confmned that Defendant Hasselhoffs on-camera appearances and hosting

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services would be exclusive to the Documentary. It was specified in writing and orally that the

Defendant Hasselhoff-centric Documentary would be unique. Further, even without the oral

agreements, by the nature of the Agreement and the unique story itself, told by Defendant

Hasselhoff, from his point of view, with his on-screen participation, could only have been an

exclusive arrangement as such was intrinsic to the unique concept and no rational human being

would ever have agreed otherwise, nor could Defendant Hasselhoff and Defendant Gardner have

expected any such agreement tobe otherwiseadopted byPlaintiff in the first place.

57. Notwithstanding the Agreements and huge investments made by Plaintiff in

reliance thereon, plus payment to Defendant Hasselhoff and his actual perfonnance in the

Documentary, Defendant Hasselhoff committed to do the same documentary for the Nat GeoParties, breaching the terms of his Agreement, and effectively destroying the economic viability

of Plaintiffs Documentary and certainly it uniqueness (which is now claimed by the Nat Geo

Parties for its NGCI Program).

58. Plaintiff has fully performed under the terms of the Agreement, including the

timely payments to Defendant Hasselhoff through the date of his definitive breach

Further, Defendant Hasselhoff,after refusing to sign a more complete written agreement

in July, which would have resolved all issues by fully integrating their agreement,submitted theDeal Memo from Hoffstuff f/s/o Defendant Hasselhoff after Defendant Hasselhoff had actually

breached the Agreement (and had entered into an agreement with Defendant NGCI and

Defendant Darlow to participate in a documentary using the unique Format). Further, the Dea

Memo, in sum and substance, purports to destroy Plaintiffs project by attempting to take

dominion over Plaintiffs copyright, freeze controls, and then use Documentary footage at

Defendant Hasse lhoff s discretion.

59. Plaintiff has been damaged by Defendant Hasselhoffs breaches of the Agreementand Plaintiff is entitled to judgment on account thereofand an award of all damages proximately

caused thereby according to proofand law.

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S E C O N D C A U S E O F A C T I O N

Breach of the Covenant of Good Faith and Fair Dealing AgainstDefendants Hasselhoff an d Hoffstuff

60. Plaintiffre-allegeseach and every allegation set forth in Paragraphs 1 through 59,inclusive, as though set forth in full herein.

61. In every contract there is an implied covenant of good faith and fair dealing by

each party not to do anything which will deprive the other party of the benefits of the contract

(the Covenant ). The Covenant imposes on each party to a contract the duty to do everything

that the contract presupposes that each party will do to accomplish its purpose.

62. The fall of the Berlin Wall is an historic event. Anyone can produce a

documentary about the Wall Events and even use archival footage, some of which might include

Defendant Hasselhoff. However, the creative plan to produce a documentary centered around

Defendant Hasselhoff, using Defendant Hasselhoff as the voice of the time and the Wall Events

having him tour historical sites imparting his insiglit and centering his place in the Wall Events

story, including insiglit into the impact of the Song (i.e. the herein-defined Fonnat), is special,

unique and was and is intimately part of the Agreement. The Format, which includes Defendant

Hasselhoffs rights therein, gives the Documentary a unique voice, and but for Defendant

Hasse lhoffs mut inous actions, economic benef it to Plaintiff, its investors, and Defendant

Hasselhoff himself. However, rather than do everything to accomplish the Agreement's purpose,

Defendant Hasselhoff , aided by and in conspiracy with Defendant Gardner, maliciously,

intentionally, selfishly, and shamefully breached the Covenant by effecting an agreement with

the Nat Geo Parties to produce the exact same documentary, usurping the Format, which could

not be effected widi Defendant Hasselhoffs participation, and destroying the uniqueness of the

Documentary, while also destroying the Documentary's commercial viability, and rendering the

Documentary less than unique and virtually unsellable. In addition, Defendant Hasselhoff, aided

and abetted by Defendant Gardner, conspired to prevent Pla in ti ff from shooting the planned

Format location work in Berlin in order to schedule such a shoot for the NGCI Program first and,

thereby, delay the completion of the Documentary. Finally, Defendant Gardner and Defendant

Hasselhoff caused their counsel to submit the Deal Memo in April, May, and June of this year,2 1

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2014, which Deal Memo is filled with such ridiculous, offensive, improper, unreasonable,

coercive, and destructive terms that, if consummated, would have destroyed the Documentary in

favor of the NGCI Program and would have given DefendantHasselhoff the power to bury the

Documentary forever (and, this, after Defendant Gardner refused to consider completing a timely

long formdraft in July of 2013).

63. Defendant Hasselhoff, by entering into an agreement with the NGCI Parties and

re-granting his rightstherein andrebinding his services to theNatGeo Parties with respect to the

Wall Events and a format identical to the Format, which rights and services had been licensedto

and committed to Plaintiff, knew he was entering into an unlawful agreement with a company

(Defendant NGCI directly or through Defendant Darlow) that has its own worldwide televisionplatforms and DVD output deals. Defendant Hasselhoff knew and knows that his exercise in

self-aggrandizement would and will lead to the Documentary's economic destruction and

Plaintiffs economic destruction and simply did and does not care. Defendant Hasselhoff knew he

would be breaching the Agreement legally, morally and ethically, and simply did and does not

c a r e .

64. On account of Defendant Hasselhoffs breach of the Covenant (including the

breach thereof by Hoffstuff), Plaintiff has been damaged and is entitled to all damagespermissible under the law.

T H I R D C A U S E O F A C T I O N

Intentional Misrepresentation and Fraud Against Defendants Hasselhoff Gardner

65. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through 64,


66. Plaintiff approached Defendant Gardner and Defendant Hasselhoff with the

unique idea to commemorate the Anniversary of the Wall Events through the production of adocumentary based around Defendant Hasselhoffs involvement with the Wall Events, using

direct interviews and location interviews at historic sites with Defendant Hasselhoff as a guide

and participant (the aforementioned Format). Each and every proposal to Defendant Gardner as

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Defendant Hasselhoffs representative was either made in writing or orally by Plaintiffs owners

and directors, Hayes or Gabi.

67. Defendant Gardner represented to Plaintiffs owners and directors, Hayes and

Gabi, in each and every one of their initial telephone conversations prior to the May 6, 2013

Agreement confirmation that if there was an agreement:

(i) both Defendant Gardner and Defendant Hasselhoffwould be prepared to

devotetheirtimeandefforts to the DefendantHasselhoff-centric Documentary under the Format;

(ii) their participation and grants of rights would be exclusive and unique; and

(iii) they would cooperate fully to insure that the Documentary would be

produced and would represent a unique take on the Wall Events and the collateral historicalconsequences thereof;

In addition, after the May 6, 2013 Agreement confirmation and at the May 10, 2013 first

meeting between Hayes and Gabi, on the one hand, and Defendant Gardner and Defendant

Hasselhoff, on the other, and before Plaintiff began to expend money on the Documentary in

July, Defendant Gardner and Defendant Hasselhoff

(i) acknowledged the unique Format and their agreement to exclusively

perform andgrant rightswith respect, thereto, Webster's dictionary defining unique as Being theonly one of its kind; and

(ii) confirmed they would cooperate fully to insure that the Documentary

would be produced and would present a unique take on the Wall Events from Defendant's point

o f view.

68 . At th e t ime Defendant Hasselhoff an d Defendant Gardner made these

representations, they knew them to be false. Among other things, they (or their agents) were

actively soliciting third-parties to produce a competing documentary or, in the alternative, theywere unlawfully holding themselves out to third parties who or which wished to produce a

documentary on the same subject matter, theme, and uniqueness as the Documentary.

Among other things, they were prepared to enter into a competing and unlawful

Agreement.

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69. Plaintiff relied on the fraudulent, malicious, and oppressive false representations

made to its owners, officers and directors, Mark and Gabi, and in reliance thereon moved into

documentary production and, to date, has expended severalhundredthousanddollars thereon.

70. There reliance was reasonable. Defendant Hasselhoff is a business professional.

He was represented by a business professional in manager/agent Defendant Gardner. There was

nothing in anyof theconversations or emails prior to the Agreement emailsor the expenditure of

production funds by Plaintiff that indicated that either Defendant Hasselhoff or Defendant

Gardner viewed their commitments and Agreement as other than unique, valid, exclusive, and

binding, nor was there any indication at the time the representations were made(bofore the

Agreement or before funding) that they were untrue.71. Plaintiff has been damaged by the fraudulent representations made by Defendant

Hasselhoff and his manager/ agent, Defendant Gardner, and Plaintiff is entitled to judgment on

account of the fraud and all to damages proximatelycaused thereby. In addition, in doing the acts

so alleged, each of Defendant Hasselhoff and Defendant Gardner acted personally and

intentionally with fraud, oppression, andmaliceand, by reason thereof, Plaintiff is entitled to an

award of punitive damages with respect thereto against them and Hoffstuff, the loan-out

company, Hasselhoff alter ego as well.F O U R T H C A U S E O F A C T I O N

Fraudulent Concealment Against Defendants Hasselhoff, Hoffstuff and Gardner )

72. Plaintiff re-allegeseach and every allegation set forth in Paragraphs 1 through 71,


73. Plaintiff was and is in an exclusive and unique Agreement with Defendant

Hasse lhoff and Hoffstuff.

74. Plaintiffs Agreement with Defendant Hasselhoff and Defendant Hoffstuff, wasnegotiated by Defendant Gardner, whereunder Gardner was also granted an executive producer

credit for services in the unique Documentary. Plaint iff had and has a special relationship o

trust with Defendants Hasselhoff, Hoffstuff, and Gardner, arising out of the Agreement's

contractual relationship, and has reposed in them trust and further expected their commitment of2 4

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honesty and full disclosure with respect to the rights Plaintiff had acquiredunder the Agreement

(as well as with Defendant Gardner as Defendant Hasselhoffs manager/agent). Further, Plaintiff

expected and deserved full disclosure and honesty from the named-Defendants and, in that

regard, the named-Defendants owed such duty of full disclosure and honesty to Plaintiff.

75. Defendants Hasselhoff, Hoffstuff and Gardner failed to disclose material

information that was available to only them about their ongoing relationship with the Nat Geo

Parties, including the intentions of the Nat Go Parties and their own intents and actions with

respect to the NGCI Program, plus their attempts to sabotage the economic viability of the

Documentary. Among the material facts concealed was (i) the scope, theme, and fonnat of the

NGCI Program: (ii) its near-identical character to the Documentary's Format; (iii) the status ofthe negotiations with the Nat Geo Parties and Defendant Hasselhoffs commitment in time; (iv)

the fact that Defendant Hasselhoffwas going to promote the NGCI Program as the only unique

Defendant Hasselhoff-centric program about the Wall Events (v) that Defendant Hasselhoff,

aided and abetted by his manager/agent, Defendant Gardner, with whom Defendant Hasselhoff

conspired, would only commit the minimal amount of time to the Documentary, severely

damaging its scope and Plaintiffs ability to even complete a fifty-five (55) minute version

thereof; and (vi) delayed commitment to the Berlin shoots \as to make timely completion of theDocumentary difficult, if not nearly impossible.

76 Plaint iff di d no t know t he c on ce al ed facts an d intents an d could not have

reasonably obtained such knowledge other than through Defendant Hasselhoff and Defendant

Gardner, who actively and intentionally concealed them.

77. Plaintiff reasonably continued to rely on the absence of actionable facts due to

Defendant Hasselhoff and Defendant Gardner's deceptions, omissions, and concealments and

moved ahead with the Documentary at great expense and without taking action to protect theirinterests until much of the damage had already been done and the true facts had emerged (facts

which the named-Defendants herein knew from the get-go).

78. Plaintiff has been damaged by the fraudulent concealments effected by

Defendants Hasselhoff and Hoffstuff and manager/agent, Defendant Gardner, and Plaintiff is2S

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entitled to judgment on account thereof and to all damages proximately caused thereby. In

addition, in doing the acts so alleged, each of the defendants acted personally and intentionally

with fraud, oppression, and malice and, by reason thereof, Plaintiff is entitled to an award of

punitive damages with respect thereto against them.

FI FTH C A U S E O F A C T I O N

Unfair Business Practices Against Defendants Hasselhoff and Gardner under Business

and Professions Code 17200

79. Plaintiffre-alleges eachand every allegation set forth in Paragraphs 1 through 78,


80. Plaintiff concluded an exclusive Agreementto appear in and tell his unique storyunder the unique Format in the unique Documentarytake on the Wall Events.

81. Defendant Hasselhoff conspired with Defendant Gardner and improperly and

unlawfully thereafter concluded an agreement with.the Nat Geo Parties to appear in and tell the

same story in the same manner in the NGCI Program using a fonnat similar to i f not identical to

the Fonnat created by Plaintiff and to which Defendant Hasselhoff committed his rights and

b o u n d his services .

82. The Documentary and the NCGI Program are virtually identical in theme,structure, use of Defendant Hasselhoff (i.e. the Format) and, as Defendant Gardner said in his

initial email to Plaintiffwith regard to the NCGI Program proposal, it s as if they read yout

[Plaintiffs] emails.

783. D e fe nd a nt G a rd n er an d Defendant Hasselhoff communica ted with Defendant

NGCIwith regard to the Fonnat, theme, and content of the Documentary. So did Hayes and Gabi

in the August conference call.

84. Defendant Gardner and Defendant Hasselhoff delayed setting dates for theplanned shoot with Defendant Hasselhoff on Berlin locations in order to secure dates with

Defendant NGCI for shoots in locations already planned by Plaintiff (or locations similai

thereto).

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Gardner or Defendant Hasselhoffs UK agents initiated the contact with Defendant Darlow or

DefendantNGCI).

91. Defendant Gardner, recognizing the distribution and exhibition power of the Nat

Geo Parties, arranged for Plaintiff and Defendant NGCI to discuss combining forces and a

conference call took place in August of 2013. Therein, Hayes and Gabi set forth the entire

Format of their Documentary (though on information and belief, DefendantNGCI already knew

the Format from Defendant Gardner). In addition, Hayes and Gabi had no knowledge or

suspicion that the Nat Geo Parties might attempt to make a documentaryby themselves using the

Format and Defendant Hasselhoffs services with respect to which Defendant Hasselhoff was

unde r contract .

92. At all times, the Nat Geo Parties, collectively and individually, knew that

Defendant Hasselhoffwas under contract to Plaintiff with respect to the Documentary and had

granted the rights granted and bound his services thereto.

93. At all times, the Nat Geo Parties, collectively and individually, knew that

substantial amounts of footage with Defendant Hasselhoff had already been shot for the

Documentary at great cost.

94. At all times, the Nat Geo Parties knew Defendant Hasselhoff had not completedhis services underthe Agreement and could conspireto delay them.

95. At all times, the Nat Geo Parties collectively and individually, knew that the

Documentarywas to be a unique take on the Wail Events as they later adopted the term unique to

characterize their NGCI Program, which has used a format almost identical to the Format created

for and used in the Documentary.

96. Atall times, the Nat Geo Parties, collectively and individually, knew that Plaintiff

required Defendant Hasselhoff to provide his services on location in Berlin to visit historicalsitesandto provide on-film andoff-film commentary thereand therelation of thehistoric sites to

th e Wa ll E ve n ts .

97. At all times, the Nat Geo Parties, collectively and individually, knew that their

combined companies had massive amounts of capital and distribution outlets with respect to28

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which Plaintiff could not compete and by airing the Defendant Hasselhoff-centric NGCI

Program in all media (except perhaps theatrical) around the world, they would destroy the

economic prospects for the Documentary as well as Plaintiff itself and for all intents and

purposes send the Documentary ignominiously to its grave.

98. The Nat Geo Parties, aided and abetted by Defendant Gardner, intended to

interfere and have interfered with Plaintiffs Agreement with Defendant Hasselhoff,causing him

to breach his Agreement and to enter into an unlawful agreement to participate in the NGCI

Program, an almost identical documentaryto Plaintiffs and to tell his story about the Wall

Events in the same way and manner as Defendant Hasselhofftells the story under the Format in

the Documentary. Similarly, the Nat Geo Parties, aided and abetted by Defendant Gardner,haveconverted to themselves DefendantHasselhoffs services and story and the unique take on the

Events, which unique take was and is part of the Agreement, while sealing off Defendant

Hasselhoffs availability to Plaintiff for his contracted-for-services in order to delay the

Documentary and to destroy Plaintiffs documentary business, all of which acts were effected

and continue to be effected by the Nat Geo Parties.

99. Plaintiffhas been damaged by the above-stated wrongful actsof and by the Nat

Geo Parties, and Plaintiff continues to be damaged by the wrongful, oppressive, and maliciousacts of the Nat Geo Parties and Plaintiff is entitled to judgment on account thereof and

compensatory damages according to law. In addition, in doing the acts so alleged, the Nat Geo

Parties and Defendant Gardner acted intentionally with fraud, oppression, and malice and, by

reason thereof,Plaintiff is entitled to an award of punitive damages with respect thereto.

S E V E NT H C A U SE O F A C T I O N

Intentional Interference with Prospective Advantage Against the Nat Geo Partiesa n d

Defendant Gardner

100. Plaintiffre-alleges each and every allegation set forth in Paragraphs 1 through 99,


101. Plaintiff and Defendant Hasselhoff were in an economic relationship (based on

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102. The Nat Geo Parties knew that Plaintiff was in an economic relationship with

Defendant Hasselhoffwith respect to the Wall Eventsand the Formatthrough the Documentary

103. The Nat Geo Parties, aided and abetted by Defendant Gardner, intentionally

intended to disrupt the relationship, convert Plaintiffs rights in the Format to itself, and cause

Defendant Hasselhoff to breach his Agreement.

104. The Nat Geo Parties have engaged in wrongful conduct, inclusive of interference

with contract, conversion, and unfair business practices with respect to the Wall Events, the

Anniversary, the Format, the Documentary, and the Agreement.

105. The Nat Geo Parties have disrupted the relationship between Plaintiff and

Defendant Hasselhoff, causing Defendant Hasselhoff to breach the Agreement and destroy the

uniqueness of the Documentary by participating in the NGCI Program which converted the

Format, owned by Plaintiff.

106. Plainti ff has been harmed the Nat Geo Parties' interference with the production,

the destruction of the unique character of the Documentary, and, thus, Plaintiffs ability exploit

the Documentary, to recoup its investment, and effect profits.

107. Accordingly, Plaintiff is entitled to a judgment with respect thereto and damages

on account thereof according to law. In addition, in doing the acts so alleged, the Nat GeoParties, aided and abetted by Defendant Gardner, acted intentionally with fraud, oppression, and

malice and, by reason thereof, Plaintiff is entitled to an award of punitive damages with respect

there to

E I G H T H C A US E O F A C T I O N

Conversion Against the Nat Geo Parties

108. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through

107, inclusive, as though set forth in full herein.109. Plaintiff entered into the Agreement with Defendant Hasselhoff acquiring the

right, to make a unique version of the Wall Events using the Fonnat to which he has contributed

his rights and services. Webster's defines unique as: Being the only one of its kind. The Fonnat

and the acquired rights and services from Defendant Hasselhoff are property, particularly in the30

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form of the Documentary. Among other things, for a cause of action for conversion to lie in this

Act ion :

(a) the Format and acquiredrights (the Property ) must be capable of precise

definition;

(b) the Propertymustbe capableof possession and control;and

(c) the putative ownermust haveestablished a legitimate claim toexclusivity

110. The Fonnat, created by Plaintiff in part, and whose additional rights Plaintiff

acquired from Defendant Hasselhoff, inclusive of the services of Defendant Hasselhoff, can be

precisely defined. It is capable of possession,as a matter of contract and law and it was fully

underPlaintiffs control by contract, among other things.111. The Nat Geo Parties have taken possession of the Format, inclusive of Defendant

Hasselhoffs rights and services, and have used it for their own purposes, destroying the concept

of uniqueness created by Plaintiff and by dint of its economic power and reach, rendering

Plaintiffs remainingproperty rightsin the Documentary worthless.

112. Plaintiff did not consent to the conversion. In fact, Plaintiff had only one

conversation with a representative of NCGI and then was left in the dark about the Nat Geo

Parties' unethical, oppressive, malicious and unlawful behavior until such was discovered inFebmary 2014.

113 Plaintiffhas been harmed andis entitled to judgment andto damages according to

law. In addition, in doing the acts so alleged, the Nat Geo Parties, aided and abetted by

Defendant Gardner, acted intentionally with fraud, oppression, and malice and, by reason

thereof, Plaintiffis entitled to an award of punitive damages with respect thereto.

N IN T H C AU SE O F A C T I O N

(Injunctive Relief Against Nat Geo Parties)

114 Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through

113, inclusive, as though set forth in full herein.

115. To the extent the Nat Geo Parties exhibit their NGCI Program, which unlawfully

has utilized the Format created by Plaintiff, the Hasselhoff-centric story that was contracted for31

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by Plaintiff and the services of Defendant Hasselhoff that were contracted for by Plaintiff and

utilized by Plaintiff in the Documentary and, further, on account of the vast, worldwide,

distribution apparatus available to the Nat Geo Parties though sister companies, NatGeo and Nat

Geo World Channels, the exhibition and performance of the unlawful NGCI Program will

destroy any chance for Plaintiff to effectively and economically exploit the Documentary and

will lead to inevocablehann, not only economic hann, but irrevocableharm to the reputation of

Plaintiff and its owners and directors, Gabi and Hayes.

116., On account of damage to Plaintiffs creative property, its reputation in the industry

(and the reputation of its owners and directors) and Plaintiffs ability to finance and mount and

exploit future productions,pecuniary compensation will be inadequate.117. It would be extremely difficult to ascertain the amount of pecuniary compensation

that would adequately compensatefor the damage donebythe Nat Geo Parties.

118. Itis clear from this Complaint that Plaintiff is entitled to judgmentononeor more

o f t he c a us e s o f action.

119. Accordingly, Plaintiff is entitled to injunctive relief, which prevents Defendant

Hasselhoff from providing future services to Defendant NGCI and Defendant Darlow and from

their exploiting the NGCI Program in media and particularly on free television or cabletelevision, whether by way of over the air broadcast, cable, satellite or any other mode o

transmission including internet.

P R A Y E R S F O R R E L I E F

WHEREFORE, Plaintiff prays for the following relief under:

T H E F IR S T C A US E O F A C T I O N

Breach of Written Agreement Against Defendant Hasselhoff

1. All damages proximately caused by the breach of contract according to the lawand proof, inclusive of prejudgment interest accordingto the law and proof, costs, and attorney s

fees, if appropriate and lawful.

3 2

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Documents

Foreign Language Center v. Hasselhoff