(FILED: NEW YORK COUNTY CLERK 03/02/2011 INDEX NO. 650563/2011 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/02/2011 NEW YORK STATE SUPREME COURT COUNTY OF NEW YORK TONY LEECH, BRIAN INERFELD, and PROTOCOL PICTURES, INC., Plaintiffs, Index No._& $0 $63 | 264) vs. SUMMONS THE WEINSTEIN COMPANY, LLC, RAINMAKER _ Plaintiffé designate New York ENTERTAINMENT INC., ESCAPE PRODUCTIONS —_County as the place for trial INC., and JTM ESCAPE COMPANY LIMITED, Defendants. To the Defendants: You are hereby summoned and required to serve on Plaintiffs? attorneys an answer to the complaint in this action within twenty (20) days after the service of this summons, exclusive of the day of service, or within thirty (30) days after service is complete if this summons is not personally delivered to you within the State of New York. In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the complaint. ‘The basis of venue is CPLR § 503(a) and (c), in that Defendant The Weinstein Company, LLC, is a foreign corporation authorized to trarsact business in the State of New York, with its principal place of business located in New York County. Dated: New York, New York March 2, 2011 JUDP,BURSTEIN, P.C. orrdys. at laintiffs \ ‘ New York, New York 10019 Tel. (212) 974-2400 Fax (212) 974-2944TO: THE WEINSTEIN COMPANY, LLC 375 Greenwich Street New York, New York 10013 RAINMAKER ENTERTAINMENT, INC. 500-2025 West Broadway ‘Vancouver, B.C. Canada ESCAPE PRODUCTIONS, INC. 500-2025 West Broadway Vancouver, B.C. Canada JTM ESCAPE COMPANY LIMITED Akara Building 24 DeCastro Street Wickams Cay 1 Road Town, Tortola British Virgin IslandsNEW YORK STATE SUPREME COURT COUNTY OF NEW YORK TONY LEECH, BRIAN INERFELD, and PROTOCOL PICTURES, INC., Plaintiff, Index No, 6 50 S83 ]201, vs. COMPLAINT ‘THE WEINSTEIN COMPANY, LLC, RAINMAKER ENTERTAINMENT INC., ESCAPE PRODUCTIONS: INC., and JTM ESCAPE COMPANY LIMITED, Defendants. —-X Plaintiffs Tony Leech, Brian Inerfeld, and Protocol Pictures, Inc. (collectively “Plaintifis"), by their attomeys, Judd Burstein, P.C., as and for their complaint against Defendants The Weinstein Company, LLC, Rainmaker Entertainment Inc., Escape Productions Ine., and JTM Escape Company, Lid. (collectively “Defendants”), allege as follows: INTR¢ IN 1, Thiscase concems two out-of-control movie executives, the brothers Harvey and Bob Weinstein (collectively, the “Weinsteins”), who, through Defendant The Weinstein Company (“TWO”), sabotaged what should have been a highly profitable movie through a potent combination of hubris, incompetence, profligate spending, and contempt for contractual obligations. 2. Worse still, the facts show that the Weinsteins are a real life version of Bialystock & Bloom (from the film and show “The Producers”) in that they in essence sold more than 100% of the potential profits from the film, The Weinsteins did so by using Plaintiffs’ right to share in back end profits on the movie as security for new funding from Defendant JTM Escape Company, Ltd (JTM”). Indeed, on or about June 16, 2010, a UCC-1 Financing Statement for such a securityinterest was filed with the Delaware Department of State, Nevertheless, when Plaintiffs rejected TWC’s unwarranted demands that they reduce ‘heir entitlement to share in the profits of the film project, TWC fired Plaintiffs as a pretext so as to ensure that TWC would not run into trouble with their lender, JTM. 3. The truth of the allegations in this Complaint are perhaps best demonstrated by the fact that TWC paid Plaintiffs $500,000 merely so that Plaintiffs would delay filing this action and instead agree to TWC’s request for a private mediation that would take place after the Academy Awards. The allegations herein have nothing to do with the Academy Awards. Plainly, though, the Weinsteins, knowing that they had been guilty ofthe incompetence and fraud alleged herein, did not ‘want to take the chance that their reputations would be sullied by the truth at a time when the voting for the Oscars was underway, TWC has claimed that the $500,000 payment, which was made only after TWC had received the advice of David Boies, Esq., was extorted. Consequently, by way of this Complaint, Plaintiffs also seek a judgment declaring that the $500,000 was not the product of extortion. 4, Despite the Weinsteins’ renown as the founders of Miramax, they are utterly incapable of seeing an animated film through to completion. Rather, it is no coincidence that the ‘Weinsteins’ suecesses in this genre have come through purchasing the rights to completed projects, as opposed to creating a movie out of whole cloth. 5. Themoviein question here, Escape from Planet Earth (“Escape”), was the brainchild of the writer/director Plaintiff Tony Leech (“Leech”). Leech conceived of Escape as an animated action-comedy about an alien prison break from Area 516. Plaintiff Brian Inerfeld (“Inerfeld”), a film producer, negotiated a contract with Defendant The Weins in Company (“TWC”) for the writing, development, and production of Escape that should have been extremely lucrative for PlaintiffS. In particular, in addition to millions of dollars in guaranteed up front money, once a modest earnings threshold had been met, Plaintifis stood to share in a hard floor of (c¢., no less than) 20% of Escape's adjusted gross profit. Considering that the adjusted gross profit on a film that Leech had made with TWC immediately prior to Escape was more than $140 million, and Escape was a bigger movie, Plaintiffs stood to eam close to $50 million in back end participation alone. 7. Yet, Defendants frustrated Plaintifis’ every effort to bring Escape into being. Just by way of example: a, After locking the script ontwo separate occasions, the Weinsteins proceeded to unlock it, providing incessant, incoherent, and even contradictory notes that forced Leech to re-write the Escape script no less than seventeen (17) times; b. TWC failed to grasp basic realities about the animation process, most egregiously that after spending tens of millions of dollars in creating characters, you cannot simply reconfigure them at the drop of hat to meet the ‘Weinsteins’ current whimsy; c. In terms of casting, Harvey Weinstein thought that it was more sensible to pay Kevin Bacon $25,00€ not to be in a role that he had agreed to do for $50,000, because $50,000 was supposedly too much to pay Mr. Bacon; andd. WC eviscerated the movie’s budget by keeping 200+ animators on payroll to in effect do nothing while Leech tried in vain to get a locked script. 8. Plaintiffs sought repeatedly but to no avail to convince Defendants to shut down production to avoid throwing away money on animating a film that had no script. In fact, TWC’s own President was so out of touch that he thought only $9 million had been expended on a movie with a budget of some $30 million — while the figure was actually $19 million. When Inerfeld sought to speak directly to Harvey Weinstein about Escape’s financial problems, he would not take or return Inerfeld’s calls, finally stating that: “I take Obama’s calls.” 9. Despite the extraordinary amount of time and energy that Plaintiffs expended ‘accommodating TWC on Escape — and the opportunities they lost while doing so ~ TWC refused even to pay Plaintiffs the minimum up front money that was unequivocally due and owing under contract, Thus, ata meeting in TWC’s New York offices, Bob Weinstein told Leech that he wanted to “help you” and that Leech should meet with ¢ writer, Craig Mazin, because that will “help you and I want to help.” When Leech mentioned in response that he had not been paid in about a year, Bob Weinstein immediately replied: “I can’t help you.” 10. TWC and its co-Defendants (other than JTM) ultimately wasted so much of their investors’ money on Escape and without a movieto show for it, that fresh capital was needed. TWC. then sought out new funding sources. On information and belief, the sources of which are set forth below, TWC then secured new funding from JTM by granting JTM a mortgage on TWC’s copyright to Escape. In fact, as noted above, a UCC1 Financing Statement for such a security interest was filed with the Delaware Department of State. In doing so, TWC fraudulently promised away rights to share in the profits of the film that had already been pledged to Plaintiffs11. It was at this point that TWC then advised Plaintiffs that if they wanted to receive their past due monies, they would have to relinquish their bargained for right to participate in Escape’s gross profits. In seeking to extort these monies, TWC hid from PlaintifiS the fact that TWC had already pledged those profits to JTM. 12, When Plaintiff’ refused to be extorted out of their back end participation, they were constructively terminated, and TWC wrongfully seized the ownership rights to Escape (which, of course, it ad already pledged to JTM). Asa direst result, Defendants have (a) caused serious injury to Plaintiffs’ careers, (b) deprived Plaintiffs of the chance to create a remarkable movie conceived of by Leech, and (c) divested Plaintiffs of their right to share in the film’s profits. 13, Inaddition to Escape, TWC has breached its contractual obligations to pay Inerfeld fees as a producer on a host of other movies. Far from disavowing its obligations to Inerfeld in this regard, TWC has simply refused to honor them. 14, This action, which also seeks in the alternative to rescind Plaintiffs’ agreement with TWG, follows. PARTIES 15. Plaintiff Leech is an individual residing in Los Angeles, California. In addition to coming up with the idea for Escape, Leech devoted some four (4) years of his life to writing and directing the movie. Indeed, Leech relocated to Vancouver, Canada, in order to work closely with Defendant Rainmaker Entertainment Inc. (“Rainmaker”), the animation/production company hired tomake Escape. Leech also made the move to Vancouver to allow TWC and Rainmaker to benefit financially by applying a local tax credit to his dirzctor’s salary. (See discussion of tax credit infra). In short, Leech was the consummate team player.16. Plaintiff Inerfeld is an individual residing in Los Angeles, California, 17. Plaintiff Protocol Pictures Inc. (“Protocol”), is a California Corporation with offices located at 9336 Wasl igton Blvd., Culver City, California. 18. Uponinformation and belief, Defendant TWCis a Delaware limited liability company with primary offices located at 375 Greenwich Street, New York, New York, TWC was founded by the Weinsteins. 19. Upon information and belief, Defendant Rainmaker is a corporation incorporated under the laws of British Columbia. 20. Upon information and belief, Defendant Escape Productions Inc. (“Escape Productions”), is a corporation incorporated under the laws of British Columbia, and a wholly owned subsidiary of Rainmaker. 21, Upon information and belief, JTM is a company organized under the laws of the British Virgin Islands. FACTU. L ALLEGATIONS COMM: TO ALL CAUSE! .CTION A. Background 22. The Weinsteins came to prominence in Hollywood through their early successes with ‘Miramax, which they founded in 1979. Miramax was a leading independent motion picture distribution and production company before it was acquired by The Walt Disney Company (“Disney”) in 1993. The Weinsteins proceeded to operate Miramax as a division of Disney until 2005, when they left to found TWC. 23. Until very recently with The King's Speech, after the Weinsteins left Miramax for TWC, commercial success and critical acclaim have proven elusive for them. TWC’s moreprominent flops have included Clerks 2 and Ninz, the latter of which was one of the biggest bombs 0f 2009, despite its star filled cast of Daniel Day-Lewis, Penelope Cruz, Sophia Loren, Judi Dench, Kate Hudson, and Nicole Kidman, among others. 24. Therecent financial troubles of TWC and the Weinsteins have been well-documented in the press. For example, an article in the March 2011 edition of Vanity Fair reported that, as of 2008, TWC had exhausted $450 million of a $500 million credit line, and was behind on payment of another $75 million loan. B, Plaintiffs and TWC’s Initial Success With the Film Hoodwinked 25. One of TWC’s few, highly profitable movies was the 2005 animated film Hoodwinked, which was written and directed by Plaintiff Leech along with Cory Edwards and Todd Edwards (collectively, the “Hoodwinked Creative Team”), 26. — Hoodwinked was produced by Blue Yonder Films with Kanbar Entertainment. 27. The original Hoodwinked was ent rely animated by the Hoodwinked Creative Team, using inexpensive techniques that are far removed from the costly processes employed in such blockbuster films as Toy Story and Finding Nemo, While Hoodwinked was cost effective to make, with a total estimated budget of some $8,000,000, the film grossed approximately $150,000,000 worldwide, including $55,000,000 in the United States. 28. In connection with the making of Hoodwinked, Plaintiffs realized that it is not necessary to own an animation studio in order to produce a highly profitable animated film. Rather, Plaintiffs created a new business model, whereby they develop their own creative materials and retain an animation studio as their agent, while procuring funding for the project through the moviestudio/distribution company that buys the film. In exchange, Plaintiffs are paid for delivering the film and also receive the all important credits. 29. Credits are crucial not only because they provide exposure, but also in light of the custom and practice in Hollywood known as the “quote system.” Pursuant to the quote system, a creative team is not paid less than what they made on their last film. 30. Notably, Kanbar Entertainment has sought arbitration against TWC in connection with alleged extensive delays associated with tie release of the sequel to Hoodwinked, namely, Hoodwinked Too. Consistent with their incompetence and failure to honor contractual obligations as detailed herein, the Weinsteins have managed to ruin a great story and a promising script for Hoodwinked Too, such that Leech raised the possibility with Inerfeld of having his name excised from the writing credits. Put another way, TWCis on the verge of killing what is at present its only franchise. C. ‘The Escape Agreement 31. In addition to Hoodwinked, Plaintiffs came to the Weinsteins with Escape, among other projects. 32. Regarding Escape, TWC entered into a written agreement, dated January 28, 2006, with Leech and Cory Edwards (“Edwards”) as signatories. (The “Escape Agreement”) (a true and accurate copy of the Escape Agreement is annexed hereto at Exhibit A and incorporated herein by reference), 33. As of January 28, 2006, it was already clear based upon its current domestic box office results that Hoodwinked would be a financial success, which gave the struggling TWC astrong incentive to enter into the Escape Agreement. In fact, in referring to Plaintiffs and their collaborators, Harvey Weinstein stated that “I want these guys to build me the next Pixar.” 34. The Escape Agreement provides for, inter alia: A $1,000,000 guaranteed fee to Leech and Edwards for writing the Escape screenplay; and b. 481,000,000 directing fee for Leech; (Ex. Aatp. 1). 35. Additionally, while Leech, Edwards, and TWC were the only signatories to the Escape Agreement, the contract also expressly provides for TWC to pay producer fees in the following amounts: $500,000 for Stutzman and S: ,100,000 for Shestack, Inerfeld, Little and Mischel (nerfeld, Stutzman, Little, and Shestack, along with Leech and Edwards, are collectively referred to herein as the “Creative Team”). (Id., at p. 2). 36. The Escape Agreement further called for contingent compensation, or back end participation, to be paid to the Creative Team and then allocated and paid among themselves as they determine in their sole discretion. (Jd., at p.2, 4). Based upon this contingent compensation, the Creative Team stood to substantially profit from the film’s first dollar adjusted gross, with their participation escalating pursuant to a sliding scale to an unheard of hard floor, ie., minimum, of 20%, and the number could go as high as 27.5%. (See Ex. A at p. 2,4). Additionally the Creative ‘Team was entitled to receive (a) what amounts t» a 40% royalty on video rentals, and (b) 50% of merchandising after certain minimal expenses were recouped by TWC.37. Putsimply, Inerfeld negotiated anextraordinarily lucrative contingent compensation package. Indeed, upon information and belief, one of the principal motives for TWC’s cheating Plaintiffs out of their rights to Escape was to deprive them of this back end participation. 38. Asacknowledged ina series of writings dated September 18, 2006, that were signed by Leech, Edwards, John Shestack, Preston Stutzman, and Gregory Little, all development and production fees on Escape were assigned to Inerfeld’s company, the Plaintiff Protocol. 39. The Escape Agreement provided for a reversion of rights “[iJf the picture is not greenlit...” (Ex. A at p. 2, 95). 40. As discussed in more detail infra, Escape was first “greenlit” in or around August 2006. 41, Inthe customs and practice of the filmmaking industry, a contract that guarantees payment even ifan actor, director, producer, etc, s released froma film is known as a “pay-or-play” contract. 42. With respect to the Escape Agreement, Inerfeld negotiated rights that were highly unusual in the film industry, in that the contract is“pay-and-play.” Because the Creative Team was granted pay-and-play rights, once Escape was greenlit, not only was TWC contractually bound to ay the Creative Team for the project, the Creative Team could not be replaced. In other words, if Escape is to be made, Plaintifls have the bargained for right to “play.” Nevertheless, as shown herein, TWC repeatedly violated Plaintiffs’ rights in this and other respects. 43, The Escape Agreement calls for, inter alia, the following credits: a, Writing: Tony Leech and Cory Edwards b. Directing: Tony Leech w¢. Producing: Preston Stutzman, Brian Inerfeld, John Shestack and Greg Little. (Ex. Aatp. 3,97). 44, The receipt of credit on a film is a unique and important factor in the development ofa filmmaking career, and the loss of such exposure cannot adequately be compensated by money damages alone. 45. ‘The Escape Agreement states that Mainframe Entertainment (“Mainframe”) was to be engaged as the animation studio for development of the project, pursuant to a customary production services agreement. (Id.,at p.3, 18.). However, as discussed in more detail infra, in or around August 2006, Mainframe was purchased by Rainmaker. 46. Thereafter, TWC decided to proceed with Rainmaker as the animation studio for Escape through, upon information and belief, its wholly owned subsidiary, Defendant Escape Productions. As shown herein, that decision proved disastrous for the Escape project, 47. Upon information and belief, Escape Productions entered into a Production Services Agreement (“PSA”) for Escape with TWC that contemplated cash flow in the amount of approximately $33 million. However, because the animation/production of the movie was to take place in Vancouver, Canada, upon information and belief, the parties were entitled to a recoupable tax credit such that the actual cost to make Escape was originally budgeted to net out at approximately $29 million. 48. The Escape Agreement does not contain a merger clause (Ex. A passim), and while itrreferences the possible execution of a further long form contract, the Escape Agreement states that itis final and binding unless and until a long form agreement is executed. (Id., at p. 3, § 10). 49. No long form agreement was ever entered into with regard to Escape. ul50. The Escape Agreement is governed by California law; it does not contain a forum. selection clause. Id. D. 1¢ Is Greenlit and Animation Begins 51, _ Edwards and Leech delivered the initial Escape script in compliance with the terms of the Escape Agreement. 52. The Creative Team’s delivery of the initial script began a process of revisions back and forth between the Creative Team and TWC, and in or around August 2006, Harvey Weinstein greenlit the Escape script. 53. Once the Escape script received the greenlight, the initial stages of the animation process could begin, whereby the Escape chatacters were modeled out of clay as well as on computer, the animators proceeded with the rigging process, pursuant to which the characters’ means and manner of locomotion are designed, the creatures’ textures were developed, and scenes were created, efc. 54, From financial standpoint, once Escape received the greenlight and the PSA was signed, Rainmaker ramped up production, ultimately hiring some 250 people to work on the animation process. 55. The characters created by the costly and time consuming animation process cannot be changed on awhim, Rather, revisions are only achieved by essentially starting over, at great cost and delay, Nevertheless, as shown infra, the Weinsteins were unable to grasp this basic concept, about animation. 2E, The Weinstein Create Turmoil Over the Escape Script 56. After initially approving the Escave scriptin August 2006, the Weinsteins proceeded to materially alter the screenplay on a regular bssis 57. Initially, in or around late March to early April 2007, Eric Robinson (“Robinson”), at the time a TWC Vice President, flew to Vancouver with a message from Bob Weinstein that they had to “add a boy” to the movie, because “little boys like little boys.” 58. The artifice in the original Escape script that brought the hero, Gary, an alien from the Planet Baab, to Earth was his mission to free his family from their imprisonment in Area 51 ‘Nevertheless, the actual story that Harvey Weirstein had been sold on was an alien prison break, with the focus of the adventure being the escape from the Area 51 prison. Consequently, adding a boy to the plot necessitated materially changing the entire storyline, thus creating enormous difficulties for Leech. Bob Weinstein either failed to realize, or did not care about, the wrench he had just thrown into the Escape production, 59. Tremendous turmoil then ensued on the Escape project, with the Weinsteins constantly sending the Creative Team notes, some of them conflicting, regarding their ever changing vision for the movie. 60. Ina vain effort to accommodate the whims of the Weinsteins, Leech and Edwards developed no less than 17 different versions of the Escape script. The Weinsteins treated the different scripts like a buffet, instructing the Creative Team to combine various parts that they liked from one script with those from another, without regard for, or apparent understanding of, the concept of a cohesive story line. 361. Nevertheless, despite creating some 17 different scripts, Leech was not even paid the +h plainly did not contemplate all ofthis ‘minimum amount called for by the Escape Agreement —wI extra work. 62. Throughout the extended period of re-writes, Inerfeld and Leech traveled to New ‘York on numerous occasions to meet with Harvey Weinstein and other TWC executives in order to salvage the project. 63. Leech also flew to New York on two separate occasions to help Harvey Weinstein find a co-financier for Escape, even though it had nothing to do with his role as writer/director. ‘TWC rewarded Leech for his troubles by, among other slights, leaving him to pay a hotel bill that TWC had assured would be covered. F. Cost Overruns Caused by the Weinsteins’ Indecision and TWC’s Breaches 64. After the Weinsteins purported to unlock the formerly locked Escape script, the Plaintiffs found themselves faced with a ramped up production for a movie that did not have an agreed upon storyline. 65. At the beginning of the animation process, the absence of a locked script is less damaging than at later stages. To explain, certain basic groundwork animation can be accomplished absent a script, ¢.g., the animators create characters, work on the characters" locomotion (rigging), and build sets where the scenes will take place. The failure to have a locked script is nevertheless problematic even at the very beginning of production, considering that when a story changes es drastically as it did here, different sets became obsolete and good money can be ~ and in this case ‘was — wasted building sets that are never used. 466. — Moreover, after the groundwork is set, there becomes precious little to do until the story is locked. If that happens, as it did here, having some 250 employees on payroll to in effect do nothing is a complete and utter waste of money. 67. Consequently, beginning in or around mid-2008, Inerfeld lobbied TWC and Rainmaker to shut down production because Escape was hemorthaging money without a script. 68. Based upon subsequent events, it >ecame obvious that Rainmaker’s primary concern was keeping money flowing to it from TWC in order to fund Rainmaker’s operations. (See discussion infra). Making matters worse, Rainmaker was proving to be incompetent. 69, After it became obvious that Rainmaker did not have the expertise to make Escape, Jet alone the desire to do so within the confines cf the movie's budget, Inerfld sought to convince TWC to explore moving production from Rainmaker 70. OnoraboutNovember 2007, then TWC President Michael Cole (“Cole”) agreed that ‘TWC would indemnify Inerfeld from any claims ty Rainmaker in connection with Inerfeld’s seeking to transfer production away from Rainmaker. 71. Cole had the actual and apparent authority to grant indemnity to Inerfeld on the part of TWC. 72. On February 16, 2008, Inerfeld spoke with Ed Jones (“Jones”), a Producer with Rainmaker and Officer in Escape Productions, who detailed the serious problems he was experiencing with Rainmaker’s production technologies and the personnel in charge, specifically, Paul Gertz, Larry DeFlorio, and Billy Dwelly. When Inerfeld instructed Rainmaker’s CEO, Warren Franklin (“Franklin”), to remove these individuals from the Escape project, Franklin initially refused. Inerfeld was instead informed that Franklin would be much more involved in production. 1573, Franklin’s supposed increased involvement did not help matters, and by the end of the year, Messrs. Gertz, DeFlorio, and Dwelly had all been terminated, after Rainmaker was forced to concede that Inerfeld had been right about them. 74, Inerfeld also had dealings with Jones about identifying other possible animation studios for Escape, While Jones agreed to move the rigging to a facility in Texas run by Reel FX Entertainment (“RFX”), he ignored Inerfeld’s request for a bid from RFX to make the entire movie. 75, Ttwas only later, in oraround April 2008, that Inerfeld learned Jones's motivation for splitting the Escape production between two competing facilities ~ Jones had been entertaining discussions to head the operations of both RFX and Rainmaker. Accordingly, by refusing to pursue any option that involved a complete severance with Rainmaker, but allowing the rigging work to go to RFX, Jones was playing both sides against the middle. 76. —_ Inearly July 2008, Leech and Inerfeld met with Jones personally and directed him not to spend money, initiate new production, or hire aayone. In direct violation of this instruction, Jones ‘went ahead and purchased licenses to use Shotgun asset-tracking software, costing some $100,000. Notably, this license would allow Rainmaker to use the Shotgun software on other projects than. Escape, yet, upon information and belief, it was paid for at least in substantial part out of Escape’s budget. When Leech confronted Jones, he claimed that Rainmaker’s CEO Franklin was responsible for the decision. 77. Ina late July 2008 conversation, Inerfeld advised Paul Gertz, an Executive Vice President at Rainmaker, that he was going to stop production until there was an approved story reel. Gertz refused, invoking the PSA as his justification. 1678. _ Upon information and belief, Raiamaker/Escape Productions was aware of the terms of the Escape Agreement. 79. Rainmaker/Escape Productions was aware that the refusal to halt production so as to keep paying itself in order to, in effect, do nothing jeopardized the entire Escape project as well as Plaintiffs’ rights under the Escape Agreement. 80. When Rainmaker proved to be obstructionist, Inerfeld repeatedly asked TWC executives to halt production and further to empower him to get the movie made, whether at Rainmaker or another more suitable facility. Despite his efforts, Inerfeld received no substantive response let alone support from TWC. 81. In fact, far from listening to Inerfeld, TWC failed even to honor the Creative Team’s assignments of payment rights to Protocol. (See supra). Instead, TWC would supposedly send payments intended for the Creative Team directly to Rainmaker for distribution. Rainmaker would then balk at paying Protocol, claiming that it could not do so for various tax reasons. Upon information and belief, such excuses were merely pretexts. 82. Consistent with its utter disregard for Plaintiffs’ pay-and-play rights, in oraround late July to early August 2008, Inerfeld was advised that TWC’s Chief Operating Officer Lee Solomon (“Solomon”) had already made the decision — without consulting the Creative Team — to keep production at Rainmaker. 83, After Solomon had apparently decided to stay with Rainmaker, Inerfeld still sought to shut down production to save money. In response, Rainmaker’s CEO Frankdin claimed that i production were stopped, the movie would become ineligible for the Vancouver tax credit/recoupment. This claim was false. 784, Upon information and belief, Franklin knew that his claim that halting production le for favorable tax treatment was false, and only stated so as an excuse would render Escape inel for his unjustified refusal to shut down production, This information and beliefis based in part upon Paul Gertz, a former Rainmaker executive, having admitted to Inerfeld that he and Franklin had colluded to keep payments flowing to Rainmaker at times when production should have been shut down. 85. Faced with Rainmaker’s false claim about the potential loss of the tax recoupment, in or around mid-August 2008, Inerfeld sought cut Warren Nimchuk, upon information and belief a senior partner in the Canadian branch of Pricewaterhouse Coopers, LLP, to participate in a conference call with executives from Rainmaker Mr. Nimchuk then explained that shutting down production would not render Escape ineligible for the tax credit. When Inerfeld advised TWC executives of Rainmaker's duplicity, instead of expressing outrage, they continued to placate Rainmaker. 86. During this same time frame, on or about August 15, 2008, TWC’s Chief Operations Officer, Solomon, telephoned Inerfeld seeking hisagreement to animate the film Dragons (see infra) with a company called Crest that was located in India. As Inerfeld and TWC Vice President Robinson had both agreed that Crest’s work was subpar, Inerfeld did not support the proposal. 87. With Solomon on the phone, Inerfeld then turned the topic to Escape, because Solomon had been avoiding Inerfeld on the subject for some time. Specifically, Inerfeld endeavored to explain the tax, budgetary, and production hurdles facing the film. Remarkably, Solomon demonstrated his complete ignorance about Escape’s finances when he stated that they were “$9 million in the hole.” Inerfeld responded that present expenditures were actually closer to $19 18million, Faced with his $10 million error, Solomon simply stated that he did not have time to address the matter because he was “going to the Hamptons.” 88. The production overruns were compounded not only by Rainmaker’s conflict of interest, butalso by its ineptitude, In particular, Rainmaker had entered into employment agreements that were supposed to be for two-year terms, but which let employees quit at will, even after receiving significant re-location and other expeases out of Escape’s budget. On the other hand, Rainmaker needlessly gave each employee a two-week period before they could be fired. 89. Despite being the actual produceron the movie, Inerfeld was cut off from Rainmaker executives and had no input as to how the money budgeted for the film was being spent. If TWC had not restricted Inerfeld’s authority vis-a-vis Rainmaker, it would have been natural for him as Producer to review model employment agreements before they were implemented. 90. When Inerfeld inquired why Raiamaker had awarded each employee a two-week grace period prior to termination, he was advised that it was required by law. However, upon information and belief, the governing Canadian/Vancouver law has no such requirement. Rather, Rainmaker had erroneously and negligently relied upon a regulation that only applied to government employees. While Inerfeld advised TWC of this costly error on the part of Rainmaker, Defendant once again failed to do anything about it. 91. In or around late August 2008, TWC unilaterally decided to retain Alex Johns (“Johns”) to prepare a report for TWC on the Escape production. TWC failed to consult with Plaintifiés regarding this decision. 92. At this point in time, the Escape production was in turmoil. Leech was consumed with endless re-writes to the script in order to address TWC’s shifting vision for the film, which 19‘materially interfered with his directorial duties. However, with the exception of a few senior executives at Rainmaker, none of the animation crew had any contact with TWC, and they were consequently unaware of why Leech could not lock the script and start directing. By hiring Johns to look over the shoulder of the Creative Team, TWC directly undermined their authority with the animation crew. 93. It was not until in or around early Fall 2008 that Inerfeld was finally able to stop production on Escape — for the first time. 94. On September 9, 2008, Inerfeld met with Catherine Winder ("Winder”), at the time a consultant for Rainmaker, who was later brought on as Rainmaker’s President and Executive Producer. During this meeting, Winder advised inerfeld that it would cost no less than $50 million tomake Escape, Winder produced a variety of colored graphs to “prove” her point. 95. Inresponse, Inerfeld advised in words or substance that they were going to bring in Escape for $30 million, and if not at Rainmaxer, then somewhere else. Even the news that Rainmaker had hired a consultant to argue that the original production budget should be exceeded by more than 60% did not phase TWC. 96. The animation assets were created at Rainmaker using Maya software. Digital Dimension, an Ontario based animation company that the Creative Team had considered retaining, for some or all of the production work on Escape, used XSI as opposed to Maya. In mid to late September 2008, Inerfeld instructed Stuart Lowder to send the Escape assets to Digital Dimensions to test whether they could be converted to XSI - which would have made a transition to Digital Dimension far more efficient. Thereafter, Inerfeld learned that the assets were never sent to Digital Dimension, based upon the instruction of Franklin, Rainmaker’s CEO. 2097. When Inerfeld confronted Franklin as to why he had countermanded his instructions, Franklin responded that it was unnecessary because Solomon had already advised him that the movie would definitely be made at Rainmaker. 98. Thereafter, Inerfeld had multiple conferences with Cole and Robinson, as noted, ‘TWC’s then President and Vice President, respectively. Finally, on October 21, 2008, Inerfeld and Leech met with Harvey Weinstein and Robinscn to finalize a plan for moving forward, At this meeting, it was agreed that the Creative Team and TWC would (a) plan and execute a story reel, (b) approve the reel, (c) then budget the film, (d) find an appropriate animation facility together, and (e) locate a co-financier. 99. Incontrast to these collaborative efforts, in early November 2008, Harvey Weinstein unilaterally decided to hire Johns as the Line Producer’ for Escape. 100. Inerfeld wrote a November 6, 2008 e-mail to Harvey Weinstein objecting to Johns's appointment as Line Producer for three compelling reasons. In the first instance, it was premature to hire a line producer when Escape did not havea locked script. Indeed, Inerfeld had only recently been able to convince TWC to halt production. 101. Moreover, it was important that the Creative Team, and in particular Leech, have a ‘good working relationship with the line producer, and they had limited experience with Johns. ‘Traditionally, a Line Producer is in charge of hiring all of the below-the-line production crew such as camera crews, lighting crews and catering staffs, Line Producers oversee the production budget and the day-to-day operations. They work closely with the director of a film to make sure they are properly executing on the creative vision. Line Producers are also in charge of coordinating all post-production efforts such as editing and special effects. a102, Finally, Stuart Lowder, who did have a good working relationship with Leech, was already on the payroll. In other words, using Stuart Lowder instead of Johns would have saved money. 103, Consistent with his contempt for the Creative Team’s pay-and-play rights, Harvey ‘Weinstein overruled Inerfeld and unilaterally decided to hire Johns. 104, Tragically, it coon became evident even to TWC that Johns was too ill to perform the services required of him, and he ultimately passed away in August 2010. TWC’s failure to learn of Johns's inability to perform his duties prior to hiring him, let alone before it made him Line Producer, evidences its failure to perform basic due diligence. 105. After Johns left the Escape production, Rainmaker began lobbying to have its own employee, Luke Carroll (“Carroll”), installed as the new Line Producer. 106, ‘The Creative Team once again objected to the appointment of Carroll. Putting aside the fact that Carroll was not the Creative Team’s choice for Line Producer, Carroll's primary loyalty was to Rainmaker which would further muddy the chain of command. In this regard, once Escape ‘was completed, Carroll would be returning to his employment at Rainmaker. Yet, during the making of Escape, as Line Producer, Carroll was supposed to report to the Creative Team with his ultimate goal being to make the best movie possible. Rainmaker, on the other hand, had amply demonstrated that its primary concem was keeping money flowing to it from TWC. 107. As the Creative Team had predicted, Carroll’s divided loyalty was readily apparent after he was named Line Producer. For example, Carroll repeatedly refused to take direction fom Inerfeld, using the excuse that Winder or Franklin had given contrary instructions. This wasespecially true in regard to Inerfeld’s attempts to rein in production costs at a time when the script was not locked 108. Once again, when Inerfeld expressed these concerns about Carroll to TWC via Executive Vice President Tim Clawson and others, it fell on deaf ears. 109. The problems with Carroll's appointment as Line Producer were emblematic of the manner in which Rainmaker and Escape Productions ignored the corporate form. Rainmaker executives would directly supervise Escape Prodtctions employees, and Rainmaker installed its own employees into positions at Escape Productions to further consolidate control. G. The Sereenpl: -e Again Locked an locked 110. Following the October 21, 2008 meeting discussed above, the Creative team sought to move forward on two fronts: (a) responding to TWC’s edits to finally get a locked script, and (b) preparing a story reel. The hope of the Creative team was to ramp up production again in late Summer to early Fall 2009. 111, As of November 6, 2008, after namerous script re-writes, the Creative Team was preparing a beat sheet that would then go to story reel upon Harvey Weinstein’s approval. 112, One week later, on November 13, 2008, Inerfeld met with Harvey Weinstein and provided the beat sheet. 113, In late June 2009, the story reel was ready for viewing. Yet, it took a month for intiffs to get a meeting with Harvey Weinstein 0 do so. Finally, ameeting was scheduled for July 7 A “beat sheet” is an outline the of major dramatic moments of a screenplay or movie; a “story reel” typically consists of pictures ofthe storyboard prepared as aclip and synchronized with the soundtrack; a “storyboard” is a series of illustrations or images displayed in sequence for the purpose of pre-visualizing an animated motion picture, 2B23, 2009, to, inter alia, preview the Escape story reel, with Harvey Weinstein, Inerfeld, their children, and others including Leech in attendance, 114, During this important meeting, Harvey Weinstein proceeded to fall asleep. 115. In fact, at this same meeting, and with his children present, Harvey Weinstein attempted to consume an entire bowl of M&M candies despite being diabetic. When a TWC executive sought to retrieve the bowl of candy out of obvious concern for Harvey Weinstein’s health, he fought to keep it, and in the tumult the M&Msended up scattered all over the floor. Then, instead of watching the reel, Harvey Weinstein got down on his hands and knees and began eating M&Ms off the floor. 116, Even with these distractions, the parties were able to agree during the July 23, 2009 meeting to institute some notes on the Escape script, and then proceed to production for a second time, including casting the movie. In other words, the script was locked. 117, Plainly, TWC was so satisfied with the work done on Escape that, in late July orearly August of 2009, it sold the pay television rights :o the film to Showtime Networks, Inc. 118. On July 24, 2009, Inerfeld wrote a follow-up email to Harvey Weinstein and Robinson confirming the above about Escape, among other things. 119. Harvey Weinstein did not respond to Inerfeld’s July 24" email until August 4, 2009. Notably, inhis August 4" reply, Harvey Weinstein did not dispute anything that Inerfeld wrote about Escape. 120. Nevertheless, problems re-surfaced almost immediately. On July 28, 2009, TWC. advised Inerfeld for the first ime of Harvey Weinstein’s concerns that certain alien characters from Escape (the Baabians) were supposedly too physically similar to aliens from a different movie called 4Planet 51. As Inerfeld explained in response, the notion of any supposed similarity was inaccurate. But more fundamentally, the criticism misconstrued basic realities of animation. At this late stage, after some $19+ million had been spent on production, the animated characters could not simply be redesigned to look like something else. Rather, the Creative Team would have to start from scratch at tremendous cost to re-work the very same Baatian characters that Harvey Weinstein had approved of in the past. 121. Then, on July 28, 2009, far from instituting some mere notes, TWC once again began to tamper with the basic storyline of Escape. In this regard, Harvey Weinstein expressed a concern ‘hat there were not enough family elements in the film, even though the story concems an alien traveling to Barth in order to rescue his family. 122, Thereafter, Inerfeld and Leech went to the premiere of Inglorious Basterds on August 10, 2009, where they were approached by Harvey Weinstein who stated that they needed to have an emergency breakfast meeting the next day at the Montage Hotel in Beverly Hills. 123, _Atthe meeting, Plaintiffs were surprised to find Craig Mazin (“Mazin”) in attendance. ‘Mazin is a writer who had been hired in the past by TWC to re-write Scary Movie. Mazin had previously come in to consult with Leech on Escape for one aftemoon, but during this emergency meeting, Harvey Weinstein informed Plaintiffs for the first time that TWC was paying Mazin $150,000 to come up with a new outline for Escape 124, This tum of events was a slap in the face of the Creative Team. After having spent literally years drafting script after script and workng on the development and production of Escape, the Creative Team was owed significant monies pursuant to the plain terms of the Escape 25Agreement. Yet, upon information and belief, Mazin was, in fact, paid $150,000 to work on the Escape script. 125. The unilateral decision to retain Mazin to re-work the Escape script had disastrous financial consequences for Escape, considering that Rainmaker was ramping up production for the second time on a movie that no longer had an agreed upon script. In other words, based upon the ‘Weinsteins’ indecisiveness and general incompetence, TWC was once more expending enormous sums to supposedly create an animated film when its production was in actuality on hold. Furthermore, considering that the characters, scenes, and rigging had already been largely completed uring the first phase of animation, there was basically nothing for the Escape animators to do at this point, 126, Following Mazin’s retention, Bob Weinstein proceeded to throw out new proposals for the Escape story that would entail completely re-writing the script. 127. For example, in an e-mail dated August 3, 2009, Bob Weinstein (through his assistant, Matthew Singer, who at the time drafted and sent Bob Weinstein’s emails for him) wrote ‘Mazin with a “co” to Robinson and Leech that “[mJaybe the lead character Scorch has a son and they take off by accident and they realize that his father was not the hero that he thought he was and that makes it easy so it isa father/son journey. That is just one idea.” (Emphasis supplied). 128, IfEscape had been in the initial drefting stage, this email would notbe so remarkable. However, as of this juncture, TWC’s investors were paying for Rainmaker to once again ramp up production with hundreds of employees to produce a movie that was not only being re-vaitten, but entirely re-conceived by the Weinsteins down to the basic plot level ~ for the second time.129. On August 8, 2009, TWC Vice Fresident Robinson tried to rein in Bob Weinstein, writing him in relevant part that the production team was missing important milestones. 130. On August 23, 2009, Robinson wrote Leech as follows about the latest Escape draft, which included Mazin’s contributions: “Hey! I taink this is really good, you guys have done a great job, seriously. Well done, I think they’re going to love it.” 131. Robinson turned out to be only helfright. Bob Weinstein loved the treatment while Harvey Weinstein hated it. 132. Duringa followup conference call, Harvey Weinstein complained in particular about a scene where a mother and son alien elude detection by dressing in guards? uniforms: “It’s tit. We've seen that gag a million times before.” When Bob Weinstein pointed out that there was a similar scene in TWC’s recent movie, Inglorious Basterds, Harvey Weinstein objected that: “Those were tuxedos, and they were ill-fitting!” 133. On August 27, 2009, Harvey Weinstein took Bob Weinstein off the project, writing: “L appreciate all the help you've given on Escape from Planet Earth, but I was really unhappy with the treatment Craig Mazin delivered. ‘There was so much in the original reel and script that Tony did that was removed and flattened out in these new pages, that I no longer recognized the film I bought and loved. ***... I think it’s time to let Tony move ahead, take the best of what he and Craig came up with, and make this movie. * * * Tbought and greenlit it for a reason, and I’m going to see it through. So from here on out, if you have any notes or thoughts, please share them with me so that I can pass them on to Eric, Tony, and the team.” 134, Nevertheless, less than a month later, on September 18, 2009, Bob Weinstein was once again interfering with the basic elements of the Escape screenplay. 2135, In particular, Bob Weinstein ~ through his surrogate e-mail correspondent, Matthew Singer—wrote, inter alia, Leech and Mazin in relevant part as follows: “In this version, you would think that every alien would have his own particular ‘superpower” or unique power that is interesting that can [sic] utilized in the escape and new on our planet that makes him unique to us.” 136, In writing this e-mail, Bob Weinstein demonstrated his fundamental lack of comprehension about both the animation process and the status of Escape’s budget. In a follow up conversation, Plaintiff$ sought to explain to him that many millions of dollars had already been spent creating the characters; one cannot simply tack or a super power without re-designing the characters in Zoro; and that there was no money in the budget to re-make the aliens to give them super powers. 137. Inparticular, Inerfeld advised thatthis would have been a good conversation to have had three years ago, but that it no longer made sense. Bob Weinstein was unperturbed, responding in words or substance that “we are having the conversation now, and we should make the best movie wwe can, regardless of the budget.” 138. This renewed meddling by Bob Weinstein also created a political problem. While the Weinsteins routinely denigrate each other behind their backs, if one brother perceives a slight to the other sibling by an outsider, it is an intolerable offense. Accordingly, if the Creative Team simply ignoted Bob Weinstein’s continued interference, despite his having ostensibly been removed from any role in Escape, they risked another blow up with Harvey Weinstein, 28H. The Casting Debacles Spearheaded bv Harvey Weinstein 139, The Weinsteins' disastrous impact on Escape was not limited to the script, animation, and budget, but also permeated casting 140, Escape was originally scheduled to be in theaters by January 14, 2009. 141, Nevertheless, as a result of the delays caused by the Weinsteins’ constant revisions to the script and storyline, the first major casting meeting did not take place until August 9, 2009, at the Montage Hotel in Beverly Hills (the “Montege Meeting”). The Montage Meeting was attended by Harvey Weinstein, Inerfeld, and Leech, among others. Remarkably, Harvey Weinstein berated his staff and Inerfeld for not having completed casting as scheduled, even though the delays were directly attributable to the misconduct of the Weinsteins and Defendants, other than JIM. 142. During the Montage Meeting, those present reviewed the entire story reel and worked oncasting. Atthe time, Inerfeld and Leech had just returned from Vancouver with the second story reel of the film, and Plaintifi’s were owed significant monies. 143, Also during the Montage Meeting, Harvey Weinstein stated that he wanted to use William Shatner or Alec Baldwin as the voice for the character Scorch Supernova. (The Escape character Scorch Supernova is a Baabian alien who is lauded by the public at large as a great adventurer and hero, but who in reality does not measure up to his image, or ego.) 144, _Inerfeld explained that they had already approached Alec Baldwin not for the role of Scorch Supernova, but rather Agent Shanker, who is the villain presiding over Area 51, exploiting the technology of imprisoned aliens to enrich himself, In other words, Harvey Weinstein could not keep the characters straight. Inerfeld further advised that Mr. Baldwin had tumed the role down,145, Leech discussed the significant complications in using William Shatner as the voice of Scorch Supemova, even ifMr. Shatner would have been interested in the role at a price that the production could afford. In particular, the Creative Team did not want Scorch Supernova to resemble Buzz Lightyear from the movie Toy Story. Plaintiffs explained that they could not use ‘William Shatner because the character Buzz Lightyear was in fact a caricature of Captain Kirk, and the voice Tim Allen used for Buzz Lightyear wasintended as a comedic impression of Mr. Shatner’s Kirk 146, Weinstein appeared to understand. Nevertheless, after watching the story reel, Weinstein stated in words or substance that “Ilove it. It’s great, and it will be even better when you fix the character to look like Shatner.” 147, Even TWC’s own employees cou!d not conceal their dismay at this pronouncement. Not only did Harvey Weinstein once again demonstrate his failure to comprehend the Buzz Lightyear/William Shatner connection, but he also revealed a fundamental lack of understanding about basic concepts of animation. As noted, onze a character’s appearance has been developed at great cost, it cannot simply be tweaked later to resemble someone or something else. Rather, an animation team would need to go back to the drawing board at huge expense. 148, After Inerfeld explained yet again why Scorch Supernova could not be made to look or sound like William Shatner, Harvey Weinstein at least appeared to understand. 149. Despite these setbacks, during the Montage Meeting, Harvey Weinstein ultimately said in words or substance: “Ramp it up, get it done.” For the second time, Escape was greenlit, 150, Inaneffort to ensure that there wasno confusion on the Shatner/Buzz Lightyear issue, Leech sent an e-mail dated September 30, 2009 to Harvey Weinstein reiterating Plaintiffs’ concen 30about avoiding a comparison between Buzz Lightyear and Scorch Supernova. In response, Harvey ‘Weinstein replied that he would take another shot at Alec Baldwin —i.e., he once again confused the characters Agent Shanker and Scorch Supernova, TWC then went ahead and made William Shatner an offer to do the voice for Scorch Supemova, which was rejected, 151. Moreover, despite Alec Baldwin’s having already tumed down the role of Agent Shanker, Harvey Weinstein sought to secure his services by offering less money than was first offered, 152, TWC’s “strategy” was to reach out to Alec Baldwin through his publicist, as opposed to his actual agent, Bryan Lourd, who is one of the preeminent agents at Creative Artist Agency, the most powerful agency in Hollywood. Considering that Alec Baldwin had already rejected the project, it was unsurprising that he tumed it down again when TWC offered the role (a) fora second time, (b) through Mr. Baldwin’s publicist, and (¢) for less money. 153, _Inerfeld sent Harvey Weinstein a November 11, 2009 e-mail confirming that during the Montage Meeting he had approved Jessica Alba as the character “Kira.” (Kira is a Baabian alien and the female lead who is imprisoned in Area 51). Harvey Weinstein never responded to Inerfeld denying this representation. 154. Nevertheless, Harvey Weinstein independently decided that he wanted Jennifer Gamer to play Kira, not Jessica Alba. Harvey Weinstein then failed to deliver Jennifer Gamer's services for Escape. 155. In comparison to Harvey Weinstein’s pipe dreams, Inerfeld had negotiated rock bottom prices for top tier talent including (a) Kevin Bacon as Agent Shanker, and (b) Greg Kinnear as Gary, the protagonist Baabian alien who organizes the prison break from Area 51 thus saving his aown family. The total up front payout for these actors’ services was $150,000 ($50,000 for Kevin Bacon and $100,000 for Greg Kinnear). Morzover, the actors would only be entitled to their ‘maximum upside, which was a low 1.01%, if the movie grossed 300,000,000 domestically. 156, Considering that realistic projections for Escape’s domestic box office were closer to $80 million, it was highly unlikely that TWC would be required to pay Messrs. Bacon and Kinnear their full upside. If it did, moreover, TWC would have a runaway hit on its hands. For Hollywood talent, these were extremely modest salaries that Inerfeld had negotiated. 157, OnNovember 12, 2009, Inerfeld wrote Harvey Weinstein seeking to close the Greg Kinnear and Kevin Bacon deals: “If Escape’s Domestic Box office is $80 Million then your total payout to top tier talent (Gary, Scorch, Shanker) is $750,000. If we add Kira [Sedgwick] at the same rate, your total payout including salary and bonuses is $1 million on $80 million.” 158. _ In this same e-mail, Inerfeld wrote: “Harvey, on August 9" you told me ‘go.’ Why are we stopping?” Harvey Weinstein’s only reply was “Who told you we were stopping?” Of course, he neglected to give Inerfeld the go ahead to close the Kinnear and Bacon deals. 159. Instead, at Harvey Weinstein’s direction, TWC proceeded to re-cast the entire movie. To give just one egregious example, TWC determined that the Kevin Bacon deal for $50,000 and modest upside ~ was too expensive. TWC’s solution was to cut Kevin Bacon and then pay him $25,000 not to be in a movie that he had agreed to do for $50,000. Such financially backward decision making was standard operating procedure at TWC in connection with Escape. 160. As aresult of TWC’s rash and fundamentally unsound decision to re-cast Escape, Tnerfeld was forced to go hat in hand to the various agents of the stars he had made deals with in reliance upon Harvey Weinstein’s prior authorization, and make excuses for their having been cut 32from roles that they were perfectly suited for, and which they had agreed to perform for reasonable sums. I. TWC’s Continued Inability to Communicate, Proceed with Production, or Lock a Script 161, During the Escape project, it became evident that unlike other movie studio/distribution companies, with TWC, even the most basic decisions had to be approved by Harvey Weinstein; ifthey were not, he would subsequently override them, regardless ofthe financial consequences. Indeed, it was not enough even to reach an agreement with Harvey Weinstein, because he would constantly change his own mind without regard to logic, reason, or contractual obligation. Nevertheless, it was the best option for the Creative Team. 162, Therefore, following the casting debacle, Inerfeld sought repeatedly and ‘unsuccessfully to contact Harvey Weinstein in order to move forward on Escape. On December 8, 2009, Inerfeld wrote Harvey Weinstein that he was “disappointed that you don’t find Escape From Planet Earth worthy of a return phone call or meeting.” In response, Harvey Weinstein wrote on December 11, 2009: “You are misinterpreting. The executive you need to talk to about this project, is David Glasser. It is important to me, which is why I am having my top executive work with you on this.” 163. David Glasser, however, remained largely unavailable to Inerfeld and failed to support the Creative Team. 164, Far from working with Plaintiffs, TWC demonstrated its general disdain for their pay- and-play rights by installing yet another layer of bureaucracy through the hiring of Ralph Guggenheim (“Guggenheim”) in late 2009, While the Creative Team was never informed of 3Guggenheim’s title or role, let alone consulted with prior to his being hired, Guggenheim acted as if he were the producer. At this same time, while Guggenheim was unquestionably being paid a salary of some kind, TWC was withholding monies from Plaintiffs. 165. _Inerfeld advised Guggenheim that TWC would not give him the authority to get the Job done, and that he would ultimately be blamed and fired. Inerfeld’s comments proved prescient, as Guggenheim was subsequently terminated and, upon information and belief, excoriated by Harvey ‘Weinstein for in words or substance “ruining the fu*king movie.” 166, After Harvey Weinstein had broaght on Mazin to help with the script, only to be dissatisfied with his contribution, Leech went back to work trying to respond to TWC’s latest round of comments. Leech finished the 15" draft of the Escape script on or about November 28, 2009. ‘Thereafter, he heard nothing from TWC until late December, when Leech was advised that TWC ‘wanted to discuss notes on the draft 167. Leech offered to meet with TWC in New York immediately following the Holidays to work on the script in person. 168. When he arrived in New York in early January 2010, Leech learned that TWC had hired an individual named “Jake” to cut-and-paste from the 15 prior drafts of Escape to create what, ‘was supposed to be a script. Harvey Weinstein stated that he would greenlight the cut-and-paste draft immediately. 169. However, upon review, Leech con‘irmed that the cut-and-paste draft was acollection of highlights, as opposed to a cohesive story, an¢ he so advised Harvey Weinstein. When Harvey ‘Weinstein complained that Leech was “giving him. some things and taking other things away,” Leech responded that when TWC gave him new notes, some of the earlier elements of the narrative no 34longer fit, and his job as a writer required making an integrated story. Leech then explained that there is much more to an animated film than what can be expressly stated in a script, and if TWC ‘would actually lock a script and let him move or to voice recording, storyboarding, and animation, the movie would be great. 170. Harvey Weinstein responded by recounting something he had recently read ina book on Walt Disney, where the Seven Dwarves from Snow White are introduced to the audience for the first time. In that scene, Harvey Weinstein noted, the Dwarves put their noses on Snow White’s bed, and the manner in which they do reveals the character of each Dwarf: “And the amazing thing is, if you look at the script, it barely says anything.” Leech was stunned that Harvey Weinstein had just ‘made his precise point about the Escape script, but without even realizing it. 171. TWC then agreed to have Leech and Edwards re-write the 15" draft, which they promptly did, submitting a 16" draft on or about February 9, 2010. 172. During this ime frame, in January2010, Plaintifis metin TWC’ offices with, among others, TWC Executive Vice President Tim Clawson (“Clawson”). At this meeting, Leech expressed frustration at not having a locked script, and Clawson responded that it was not locked because Leech kept changing it. In response to this bafiling statement, Inerfeld pointed out that the only reason that Leech kept changing the script was because TWC kept telling him to, When Plaintiffs once again prevailed upon Clawson to shut down the move until the seript was locked, he stated that he was concerned that if TWC shut down the movie, it would never be made. Leech replied that if the movie was not shut down, there would be no money to make it. 173, At this point, Clawson said: “Don’t pretend you're not culpable.” Leech asked Clawson to explain how Leech was culpable, when he had (a) already written 15 drafts of the script, 35(b) moved to Vancouver so TWC could produce the film for less money and take advantage of a tax credit,’ (c) flown to New York on two separate occasions to help Harvey Weinstein secure co- financing, and (d) done everything else that was asked of him. Clawson had no response other than to.ask: “What do you want to do?” Consistent with what Plaintiffs had been telling TWC for the last 3 years, Leech said that he wanted to lock the script; create a story reel; and make the movie, 174. Leech proceeded to wait in New York for approximately a month for comments on the 16" draft, with the plan being to return to Vancouver with a final script and then resume production. However, no response was forthecming, and Leech retumed to Vancouver in early March 2010. 175, OnMarch 18, 2010, Leech wrote Harvey Weinstein an e-mail stating in relevant part that “I’ve just learned that I am going to be replaced on Escape from Planet Earth.” That same day, Harvey Weinstein e-mailed the following resporse: ‘The idea of letting you go is totally and completely inaccurate. Whoever is giving you this information is giving you mis-information — for what purpose, Idon’t know. To reiterate, TWC and I have not replacec you, we enjoy working with you and look forward to our continued collaboration. 176. Thereafter, upon the belated receipt of notes on the 16" draft, the Creative Team prepared a May 21, 2010 draft (the “May 21 Draft’), the first act of which was made into a story reel. 177. Upon review, TWC advised Plaintiffs that the story reel was supposedly “approved” but with significant notes. The Creative Team then spent the weekend addressing the notes and re- iting the first act. However, TWC responded that they did not like the re-write, and wanted to proceed with the May 21 Seript. . To this day, TWC has failed to reiriburse Leech for various moving expenses, which are a small component of the damages he seeks kerein. 36178, Ofcourse, this was a Catch-22, because the supposed approval of the May 21 Script came with significant notes that the Creative Team had sought to incorporate, only to have their efforts rejected by TWC without a legitimate basis, J. TWCENGAGES IN A FRAUDULENT TRANSACTION WITH JIM, 179, TWC then refused to greenlight another script. Instead, TWC demanded, inter alia, that the Creative Team agree to a reduced back end participation in order for TWC to release payments that were already due and owing. 180. At the time, Plaintiffs merely assumed that TWC was greedily seeking to force Plaintiffs to pay for the radically increased budget that had been caused by TWC’s incompetence, 181. In fact, the reason for this new tactic was far more nefarious. The true reason was that, in June of 2010, TWC borrowed money from JTM secured by the Escape copyright. Hence, on or about June 16, 2010, a UCC1 Financing Statement for such a security interest was filed with the Delaware Department of State. On information and belief, TWC defrauded JTM into loaning TWC monies by misrepresenting the monies that were due to Plaintiffs from the film. The source of this information and belief is that itis unlikely that a lender would take security on a loan if it knew that the security was so significantly impaired. 182. Having promised monies to JTM that were due Plaintiffs, TWC now had to find a way to force Plaintiffs to forego their rights to thet money. On information and belief, this was the reason why TWC sought to extort Plaintiffs into giving up their back end participation in Escape. 183, However, Plaintiffs would not agrze to relinquish or reduce their bargained for back end compensation or to give away credits that were not contemplated by the parties’ agreement. ‘Thereafter, in violation of their pay-and-play rights, and in contrast to Harvey Weinstein’s prior 37written assurances, on or about August 24, 2010, TWC ultimately did purport to fire Leech when he was replaced with the writer Adam Kline. Harvey Weinstein further began meeting with replacement directors. 184, _ Inerfeld and the remainder of the Creative Team were also purportedly fired in breach of the Escape Agreement in or around August 2010. 185. In sum, (a) TWC ignored Plaintiffs’ constant pleas to halt production in order to save money, and instead (b) allowed Escape’s budget to balloon out of control, only to (c) demand that Plaintiffs pay for TWO’s own folly by relinquishing their bargained for back end participation because TWC had already fraudulently promised that back end participation to JTM. K. — TWC’s Breaches Regarding the Fraggle Rock Project 186. In or around the Fall of 2007, Inerfeld and Edwards conceived of doing a movie remake of the children’s television series, Fraggle Rock, a Jim Henson Muppet production that ran. for 5 seasons in the 1980s. As planned, Edwards would write the screen play for Fraggle Rockand Inerfeld would produce it. 187. Shortly thereafter, Inerfeld struck a deal for Fraggle Rock with Cole and Robinson, ‘who were at the time President and Vice President of TWC, respectively. As per the agreement, Inerfeld would produce the film for a fee of $506,000, or alternatively, a reduced fee of $350,000, but only if TWC would entirely self-distribute and self-finance the movie. 188. Cole had the actual and apparent authority to enter into the Fraggle Rock deal on behalf of TWC. 189. Through Inerfeld’s efforts, TWC was able to secure the rights for a Fraggle Rock remake from the Jim Henson Company (“Henso2"), In order to maintain those rights, TWC was 38required to satisfy certain production goals; if TWC failed to meet those goals, the rights to Fraggle Rock would revert to Henson. 190, Asaresult ofthe deal they had reached with TWC, Inerfeld and Edwards were bound to work on Fraggle Rock, and were thus deprived of the ability to exploit other business opportunities. 191. _Inreliance upon TWC’srepresentations, Inerfeld proceeded to work on Fraggle Rock for approximately a year and a half. 192, OnJuly 24, 2009, Inerfeld wrote an email to Harvey Weinstein addressing, inter alia, Fraggle Rock. With regard to Fraggle Rock, Inerfeld confirmed in writing that based upon prior ‘communications, Harvey Weinstein was going to call Bob Osher (at Sony digital production) while Robinson and Inerfeld would contact Hannah Minghella (who used to work with Harvey Weinstein, but had moved on to production at Sony and is the daughter of Academy Award winning director, Anthony Minghella). Harvey Weinstein responded that he would call both Bob Osher and Hannah Minghelle. Upon information and belief, despite his representations, Harvey Weinstein never contacted Mr. Osher or Ms. Minghelle. 193. Nonetheless, in August of 2009, TWC sold pay television rights for both Fraggle Rock and Escape to Showtime Networks, Inc. 194, On November 12, 2009, Inerfeld wrote Harvey Weinstein asking who he should contact regarding Fraggle Rock, and was advise¢ to speak with Andrew Kramer or David Glasser. They proved unresponsive. 195. In mid-March 2010, Inerfeld received a telephone call from Lane Klein, Esq. (“Klein”), a lawyer working for the Weinsteins and/or TWC, advising that TWC wanted to exercise 39a writing option on the Fraggle Rock script, which would allow TWC to maintain the rights from ‘Henson for an additional period of time. 196. During this conversation, Inerfeld explained that TWC was about to lose the rights to Fraggle Rock, and that it would be faster and less expensive to finalize production animaties that ‘would trigger a production option which would similarly prevent a reversion of rights in the movie to Henson, 197, TWCrefused Inerfeld’s proposal, with Klein instead advising that Harvey Weinstein wanted a complete re-write of the script. 198, The re-write proposal favored by TWC was much more expensive than meeting the production milestone suggested by Inerfeld, because a re-write costs hundreds of thousands of dollars. Nevertheless, while Harvey Weinstein demanded a complete re-write, he insisted on only paying $50,000 forit. Under the customs and practice of Hollywood, a $50,000 fee is only sufficient for what is known as a “polish”, which is a much less extensive round of editing than a re-write, 199. Inerfeld responded that Edwards would do a re-write if TWC agreed to pay for a re- vite, but that he was not prepared to do a re-write if TWC was only willing to pay for a “polish”. Inerfeld further advised that Harvey Weinstein was effectively repudiating the Fraggle Rock deal, which was supposed to be in production. 200. In reply, Klein said that he would fire Inerfeld and Edwards off of Fraggle Rock. When Inerfeld explained that this was not possibie under the terms of the parties” agreement, Klein next threatened to fire Inerfeld, Leech, and Stutzman off of Escape. When Inerfeld told Klein that this too was not possible, Klein stated that he would hire another producer and director and see if the Creative Team could perform their jobs. Ine:feld said that this would also be a breach. 40201. In or around April 2010, TWC notified Inerfeld of its intention not to honor its, production contract with him, 202. Subsequently, in or around July 2010, TWC executives made it publicly known to Inerfeld!’s competitors that it wanted an “edgier” script for Fraggle Rock, and that Edwards had been fired. L. TWC’s Breaches On Other Projects 203. In or around late February 2007, Inerfeld and Edwards met with Harvey Weinstein, Cole, and Robinson, among others, at the Peninsula Hotel in Beverly Hills. 204, The purpose of this meeting was to pitch to TWC certain movies conceived of by Edwards that would be produced by Inerfeld. 205. After Edwards pitched one of the movies, Conundrum, Harvey Weinstein exclaimed “{ fuking love it. Michael [Cole] buy it.” Harvey Weinstein then tumed and asked: “What else you got?” 206. Edwards next pitched the movie Doomstar. Harvey Weinstein stated that he loved that movie too; he instructed TWC President Cole to negotiate terms for both Doomstar and Conundrum, and then left the meeting. 207. Inerfeld and Cole proceeded to negotiate a $2 million producer fee on Conundrum and a fee for Doomstar that would be commensurate with the Escape deal. 208. Inoraround December 2006, at a meeting in New York City with Harvey Weinstein, Cory and Todd Edwards, Leech, and Cole, Inerfeld sold the rights to the movie Dragons to TWC. ‘The agreed upon terms of the deal were $1 million for the seript and a producer’s fee of $1.75 million, 4209. While TWC paid the $1 million for the script, it refused to pay Inerfeld his producer’s fee and then sat on the movie rights. 210. In reliance upon TWC’s representations, Inerfeld proceeded to work on Dragons, Conundrum, and Doomstar. TWC refused to honor its obligations to make any of these movies, and Inerfeld lost the ability to make the films with another filmmaker. M. Allegations Relating to the New York Forum 211. Upon information and belief, the PSA contains a New York forum selection clause, providing in relevant part that “[a]ny court proceeding in connection with this Agreement shall be brought in an appropriate Federal or State court located in New York.” 212. Rainmaker/Escape Productions knew that TWC’s principal offices were located in New York City, and that its services were to benefit TWC in the New York forum. 213. Upon information and belief, the PSA does not contain a prohibition against third party beneficiaries. 214. Rainmaker/Escape Productions new that Plaintiffs, as the writer/director and producer for Escape, were direct beneficiaries of the PSA. 215. Upon information and belief, since at least early 2007 to the present, executives with Rainmaker/Escape Productions have had numerous written and telephonic communications with TWC executives who were located in New York City at the time, all relating to Escape. 216. Upon information and belief, Rainmaker/Escape Productions received millions of dollars in payments fom TWC in connection with Escape, which payments emanated from New York. 2217. Upon information and belief, after succeeding in their efforts to alienate Plaintiffs, and in particular Inerfeld, from TWC and having them terminated from the Escape production in violation of, inter alia, the Escape Agreement, executives from Rainmaker/Escape Productions traveled to New York to meet with TWC Executives in furtherance of their plan to keep the Escape Production in Vancouver. 218. As of this writing, Rainmaker continues to publish on its website, which is available for viewing in New York, Leech’s creative work product regarding Escape, which Rainmaker is falsely passing off as its own. 219. _JTM is subject to the jurisdiction of this Court in connection with its acceptance of amortgage on the Escape copyright because, on information and belief, the terms of the JTM/TWC agreement were negotiated in New York. AS AND FOR A FIRST CAUSE OF ACTION (Breach of Contract as Against TWC) 220. Plaintiffs repeat and reallege tke allegations contained above in all preceding Paragraphs as though fully and completely set ferth herein. 221. Based upon the foregoing, TWC materially breached the Escape Agreement. 222. Asa result of that breach, Plaintiifs have been damaged in an amount to be proven at trial, but in no event less than $50 million. 43AS AND FOR A SECOND CAUSE OF ACTION (Breach of the Covenant of Good Faith and Fair Dealing as Against TWC) 223. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein, 224. TWC’s actions have destroyed, frustrated, and injured Plaintiffs’ right to receive the benefits of the Excape Agreement. 225. As a result of the foregoing, Plaintiffs have been damaged in an amount to be determined at trial, but in no event less than $50 million. AS AND FOR A THIRD CAUSE OF ACTION (Rescission as Against TWC) 226. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set ferth herein, 227. TWC materially breached the Escape Agreement, including, inter alia, by fraudulently entering into an agreement with JTM that purported to grant JTM rights possessed by Plaintiffs. 228. Pursuant to Cal. Civ. Code § 1692, Plaintiffs are entitled to rescission of the Escape Agreement, together with such other relief needed to grant complete relief to Plaintiffs. 229. Plaintifi’s are prepared to return TWC to the status quo ante. 4AS AND FOR A FOURTH CAUSE OF ACTION (Injunction as Against Defendants) 230. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 231. Given that (a) TWC has materially breached the Escape Agreement and intends to produce Escape without Plaintiffs, or, upon information, without giving Plaintiffs credit, let alone producing a movie with which Plaintiffs would wish to be associated, and (b) considering that the receipt of credit fora film is a unique benefit in the development of a Hollywood career, the loss of ‘which cannot be adequately compensated in money damages alone, then (c) any effort by Defendants to deprive Plaintiffs of the benefit of their bargain with respect to Escape will cause Plaintifis irreparable injury. 232. Plaintiffs have no other adequate remedy at law and the equities favor them. 233. Plaintiffs therefore pray for a judgment permanently enjoining Defendants from releasing or otherwise proceeding in any manner whatsoever with the production, development, or animation of Escape. AS AND FOR A FIFTH CAUSE OF ACTION Breach of Contract as Against TWC by Inerfeld) 234. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 235. Based upon the foregoing, TWC materially breached its agreements to make Fraggle Rock, Conundrum, Doomstar, and Dragons, and to pay Producer fees with regard to those films. 45236. As aresult of the foregoing, Plaintiff Inerfeld has been damaged in an amount to be determined at trial, but in no event less than $4 million. AS AND FOR A SIXTH CAUSE OF ACTIO! (Breach of the Covenant of Good Faith and Fair Dealing as Against TWC by Inerfeld) 237. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 238. TWC’s actions have destroyed, frustrated and injured Plaintiff Inerfeld’s right to receive the benefits of his agreement with TWC ‘o produce Fraggle Rock, Conundrum, Doomstar, and Dragons. 239. Asaresult of the foregoing, Plaintiff Inerfeld has been damaged in an amount to be determined at trial, but in no event less than $4 million, AS AND FOR A SEVENTH CAUSE OF ACTION (Quantum Meruit against TWC) 240. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 241. Inerfeld performed services with regard to Fraggle Rock, Doomstar, Conundrum, and Dragons, in good faith. 242. Plaintiffs performed services with respect to Escape in good faith that were beyond those contemplated or called for by the Escape Agreement. 243. TWC accepted the performance of Plaintifis’ services. 244, Plaintiffs expected to be compensated for their services, and TWC was aware of this, fact. 46245. Plaintiffs are entitled to the reasonable value of the services rendered, as determined at trial, but no less than $10 million. AS AND FOR AN HCAUS OF ACTION ist TWC by Inerfeld) (Declaratory Judgment as Ag 246. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 247. Plaintiff Inerfeld contends that TWC materially breached the parties’ agreements regarding Doomstar, Conundrum, and Dragons, and that as a result, the rights, titles, and interests to those movies and related intellectual property have reverted to him. 248. Upon information and belief, TWC denies that it is in material breach of these agreements, and contends that it owns the rights to Doomstar, Conundrum, and Dragons. 249. A justiciable controversy has therefore arisen between Inerfeld and TWC concerning the ownership rights to Doomstar, Conundrum, and Dragons and related intellectual property. 250. Inerfeld has no other adequate remedy at law and the equities favor him. 251. Inerfeld therefore prays for a judgment declaring that the rights to Doomstar, Conundrum, and Dragons and related intellectual property have reverted to him, and terminating any alleged tight, ttle, or interest in same on the part of TWC. AS AND FOR A NINTH CAUSE OF ACTION (injunction as Against TWC by Inerfeld) 252. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set fo:th herein. 47253. Given that (a) TWC has materially breached the agreements concerning Fraggle Rock, Doomstar, Conundrum, and Dragons and upon information and belief intends to produce those films without Inerfeld, or, upon information, without giving him credit, let alone producing movies with which he would wish to be associated, and (b) considering that the receipt of credit for a film is a unique benefit in the development of a Hollywood career, the loss of which cannot be adequately compensated in money damages alone, then (¢) any effort by Defendant to deprive Tnerfeld of the benefit of his bargain will cause Inerfeld irreparable injury. 254, Plaintiff Inerfeld has no other adequate remedy at law and the equities favor him. 255. Plaintiff Inerfeld therefore prays for a judgment permanently enjoining TWC from releasing or otherwise proceeding in any manner whatsoever with the production, development, or animation of Fraggle Rock, Doomstar, Conundrum, and Dragons. AS AND FOR A TENTH CAUSE OF ACTION (Tortious Interference with Contract as Against Rainmaker and Escape Productions) 256. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 257. ‘The Escape Agreement is an enforceable contract between Plaintiffs and TWC. 258. By reason of the foregoing, Rainmaker and Escape Productions have tortiously interfered with Plaintiffs’ contract with TWC. 259. Plaintiffshave suffered actual damages in an amount to be determined at trial, butno less than $50 million. 4BAS AND FOR AN ELEVENTH CAUSE OF ACTION (Negligence as Against Rainmaker and Escape Productions) 260. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 261. Rainmaker/Escape Productions owed a duty to Plaintiffs because it should have reasonably perceived that its actions as the animation studio working on Escape would put Plaintiffs at risk of injury with regard to the Escape Production. 262. Rainmaker/Escape Productions breached their duty to Plaintiffs. 263. Plaintiffs have been injured as aresult of Rainmaker/Escape Productions” breach, and such injuries have been proximately caused by same. 264. As a result of the foregoing, Plaintiffs have been damaged in an amount to be determined at trial, but no less than $50 million, AS AND FOR A TWELFTH CAUSE OF ACTIO? Declaratory Judgment as Against TWC by Plaintiffs) 265. Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set forth herein. 266. Plaintiffs contend that TWC legitimately paid them $500,000 so as to secure Plaintiffs’ agreement to delay filing an earlier draft of this pleading until Plaintiff’ had given TWC an opportunity to mediate the parties’ dispute at a time after the Academy Awards ceremony on February 27, 2011. Plaintiffs further contend tha: they had every right to file the complaint in this case at any time they saw fit to do so. 49267. Upon information and belief, TWC contends that, notwithstanding that ithad advice of counsel before it paid the $500,000, it was nonetheless extorted into paying the $500,0000. 268. A justiciable controversy has therefore arisen between Plaintiffs and TWC concerning whether TWC was extorted or otherwise illegally coerced into paying the $500,000 payment. 269. Plaintiffs have no other adequate remedy at law and the equities favor them, 270. Plaintiffs therefore pray for a judgment declaring that TWC was not extorted or otherwise illegally coerced into paying the $500,000. ASAI R.A THIRTEENTH CAUSE OF ACTION (Declaratory Judgment as Against JTM by Plaintiffs) 271, Plaintiffs repeat and reallege the allegations contained above in all preceding Paragraphs as though fully and completely set ferth herein. 272. Plaintiffs contend that their contractual rights to share in the profits from Escape are superior to JTM’s alleged security interest in the profits from the film. 273. Upon information and belief, STM does not recognize that Plaintiffs’ contractual rights to share in the profits from Escape are superior to JTM’s alleged security interest. 274, A justiciable controversy has therefore arisen as to whether JTM’s alleged security interest is superior to Plaintiffs’ contractual rights to share in the profits trom Escape, 275. Plaintiffs have no adequate remecy at law and the equities favor them. 276. Plaintiffs are therefore entitled to a judicial declaration that Plaintiffs" contractual rights to share in the profits from Escape are superior to JTM’s alleged security interest. 50WHEREFORE, Plaintiffs demand judgment as follows: A. (On Plaintiffs’ First and Second Causes of Action, damages against Defendant The Weinstein Company, LLC in an amount to be proven at trial, but in no event less than $50 million; On Plaintiffs" Third Cause of Action, rescission of the Escape Agreement; On Plaintiffs’ Fourth Cause of Action, a judgment permanently enjoining Defendants from releasing or otherwise proceeding in any manner whatsoever with the production or development of Escape; (On Plaintiff Inerfeld’s Fifth and Sixth Causes of Action, damages against The Weinstein Company, LLC, and in favor of Plaintiff Inerfeld in an amount to be determined at trial, but no less than $4 million; On Plaintiffs’ Seventh Cause of Action, damages against The Weinstein Company, LLC, and in favor of Plaintiffs in en amount to be determined at trial, but no less than $10 million; On Plaintiff Inerfeld’s Fighth Cause of Action, a Declaratory Judgment thatthe rights to Doomstar, Conundrum, and Dragons and related intellectual property have reverted to Inerfeld, and terminating any alleged right, title, or interest in those film. projects on the part of The Weinstein Company, LLC; On Plaintiff Inerfeld’s Ninth Cause of Action, a judgment permanently enjoining Defendant The Weinstein Company, LLC from releasing or otherwise proceeding in any manner whatsoever with the production or development of Fraggle Rock, Doomstar, Conundrum, and Dragons; StH. On Plaintiffs’ Tenth and Elevensh Causes of Action, damages against Defendants Rainmaker Entertainment, Inc. and Escape Productions, Inc. in an amount to be proven at trial but no Jess than $50 million; I. On Plaintiffs" Twelfth Cause of Action, a Declaratory Judgment that TWC was not extorted or otherwise illegally coerced into making the $500,000 payment; J. On Plaintiffs’ Thirteenth Cause of Action, a Declaratory Judgment that Plaintifis’ contractual rights to share in the profits from Escape are superior to STM’s alleged. security interest; K. The costs and disbursements of this action; and L. Such other and further relief as the Court deems just and proper. Dated: New York, New York March 2, 2011 Yours, ete., abe BURSTEIN, P.C. By: 1790 Broadway, Suite 1501 New ‘York, New York 10019 Tel: (212) 974-2400 Fax: (212) 974-2944 Email: jburstein@burlaw.com 2TO: THE WEINSTEIN COMPANY, LLC 375 Greenwich Street ‘New York, New York 10013 RAINMAKER ENTERTAINMENT, INC. 500-2025 West Broadway ‘Vancouver, B.C. Canada ESCAPE PRODUCTIONS, INC. 500-2025 West Broadway ‘Vancouver, B.C. Canada JTM ESCAPE COMPANY LIMITED ‘Akara Building 24 DeCastro Street Wickams Cay 1 Road Town, Tortola British Virgin Islands(FILED: NEW YORK COUNTY CLERK 03/02/2011 amie os eodees/acat NYSCEF DOC. NO, 2 RECEIVED NY 03/02/2012 EXHIBIT AEXECUTED AGREEMENT The Weinstein Company LLC 5700 Wikhire Boulevard Los Angeles, CA 90036 January 28, 2006 Re: Tony Leech and Cory Edwards — The Weinstein Company: “Escape from Planet Earih” Thé following sets forth the terms of the Agreement between Tony Leech and Cory Edwards (and the loanout company(ies} to be designated by each of ‘them to provide their services, if applicable}, on the one hand, and The Weinstein Company LLC, on the other, in connection with the motion picture project currently entitled “Escape from Planet Earth”. The parties agree as follows: 1. Writing for Tony and Cory: $1,000,000 guaranteed for the treatment and revision, first Graft and 2 revisions and remaining writing services payable as follows: $100,000 for delivery of frst draft ireatmen: (fo be delivered immediately} {$50,000 for delivery of second craft treciment {to be delivered 3 weeks following receipt of notes which must be given within 3 weeks from delivery) {$800,000 for commencement of first draft screenplay {to be commenced within 4 weeks following delivery of revised treatment) $300,000 for delivery of first craft screenplay (fo be delivered within 12 weeks from commencement) {$50,000 for commencement of fist rewrite (to be commenced within 4 weeks following delivery of frst draft) {$50,000 for delivery of first rewrite (to be delivered within 6 weeks from commencement} $50,000 for commencement of second rewtite (to be commenced within 4 weeks following delivery of fist rewrite) {$50,000 for delivery of second rewrite (to be delivered within 6 weeks from commencement} {$50,000 for ail remaining writing services payable no later than completion of storyboards or upon failure to proceed as outlined below. Tony will be exclusive as a writer during the writing phase only. Cory will be completely non-exclusive, but no third pary services will materially interfere. 2. Direciing Fee for Tony: $1,000,000 (payable as follows: $260,000 to supervise fhe script and character and environment design and due upon greeniight of picture, $250,000 fo supervise storyboard design (payable upon commencement of storyboarding, $500,000 payable in equal weekly installments over the anticipated schedule from Commencement of animation through final delivery).3, Producina Fees: $500,000 for Stutzman and $1,100,000 for Shestack, Inerfeld, Liffle and Mischel (these producers along with Cory and Tony are collectively referred to as the "Creative Team"). The parties will negotiate in good faith a mutually approved payment schedule to De pald following greeniight. 4, Contingent Compensation: The writing, directing and producing fees willbe applicable against 10% of 100% of first dollar "adjusted gross" {L.., less only customary “off-the-tops") escalating to 12.5% at cash break 0%, escalating to 18% at cash break 10%, escalating to 20% at cash break 15%, escalating to 27.5% at JAB reducible to a hard floor of 20%. For all purposes: gross will be computed af source In the tenitories in whch TWC distributes directly or through an affiliated entity (as opposed to teritories in which TWC engages an Unatfilated third party to distribute, in which case gross will be computed in such territories based on the amounts actually received and/or credited to TWC (all such arrangements must be at arms length)), $3,000,000 limit on advertising overhead, 10% production overhead, interest at TWC actual financing cost, no Interest or overhead on pre-break participations or deferments. For purposes of calculating the Contingent Compensation video will be treated on a 40% royailty basis (for ail forms of home video uses, including, without limitation, DVD or cassette, whether rental or sel-through) ("Video Revenues"). For purposes of ! calculating the breakpoints and the merchandising participation set forth below, video will be treated as 100% of Video Revenues less any aciual video | manufacturing, marketing and distribution costs, including residuals. ‘The Contingent Compensation will be allocated and paid among the Creative Team as ihey determine in their sole discretion. Merchandising: Once cash break 10% has been achieved, all prospective merchandising gross receipts will be included in a separate pot split 50%-50% between the Creative Team and TWC with actual third parly fees and costs deducted off-the-top. 5. Production Triager/Reversion: If the picture is not greenlit (which means that IWC commis to unconditionally finance the picture (and includes written Confirmation of an unconditional pay-and-lay guarantee of the Directing and Producing Services and Fees)} for the budget submitted! (which will not exceed {$80,000,000 (exclusive of financing costs, contingency and completion bond and subject to breakage for voice talent}) within 90 days following delivery of the second rewrite, the budget, and a nofice that Tony is ready and able to direct and the producers and the cnimation studio are ready to proceed, then all ights revert, subject to ai lien for ac‘ual out-of-pocket costs and interest ‘at WC’ actual rate, but no overhead charges will apply, payable upon set-up with a third party. IF TWC in good faith determines that the budget is in excess of $20,000,000, subject fo the exclusions noted above, then the parties will work together in good faith for 30 days to reduce the budget. Ifthe budget cannot be 50 reduced, then within 5 business days following expiration of the 30 dayperiod, TWC may either elect to finance the picture at the then current budget or all rights revert os outlined above. 6. Subseavent Productions: The Creative Team will have the first opportunity to render the applicable services on prequels, sequels, remakes, ielevision productions, direct-to-video, etc. on terms to be negotiated in good faith with a floor for fixed and contingent compensation of what each receives for this picture (provided that the subsequent production is a theatrical production); passive payments io be negoliaied in good faith for writing. If the subsequent production is a direct-to-video production, then the floor for the writing, directing and producing fixed fees will be 10% of the direct cost budget (.e., less contingency, financing and bond costs) and the floor for the contingent compensation will be negotiated in good faith consistent with the nature and spirit of the contingent compensattion provided for the theatrical production. 7. Crealits: a, Writing: Tony Leech and Cory Edwards. . Ditecting: Tony Leech. c. Producing: Preston Stutzman, Brian Inerfeld, John Shestack and Greg Little. d. Executive Producers: Rick Mischel. TWC may accord EP credit to Harvey Weinstein, Bob Weinstein and one other executive of TWC. e. Co-Producer: Jeremy Stein. f, Production Company: Blue Yonder (and possibly 2 more}. 8, Animation Studio for Development and All Production Services: Mainframe Enferiainment must be engaged pursuant to a customary production services agreement. 9. Kanbar Entertainment: WC agrees to Indemnity and defend the Creative Team from any claims brought by Kanbor Entertainment (or its affliated persons of eniities) relating to Kanbar's assertion that TWC entered into this agreement in breach of its obligations, if any, to Kanbar. 10, Other Terms: The parties wil now commence negotiations on a long form agreement containing the terms set forth herein along with other terms consistent with agreements of this type to be negotiated in good faith. Untilsuch time, if ever, as a long form is signed by the parties, this agreement will be final and binding. This agreement may be signed by fax or other means of electronic ironsmission and will be govemed by California law.IN WITNESS WHEREOF, the parties hereto have executed Is Agreement as of January 28, 2006. AGREED TO AND ACCEPTED: ‘THE WEINSTEIN CO}APANY LLC Executive Vice President Business & Legal Affairs TONY LEECH (on behalf of himself ang, if applicable, aloanout company Jobe designated) CORY EDWARDS {on behalf of himseff and, if applicable, aloanout corapany to be designated)