... _.

2 3

QUIN""N EMANUEL URQU1-IART & SULLIVAN, Jeffery D. Mcf'urland (Bar No. 157628)
jen'ncfarJand@qulnnemanuel.com Colin B. Vandell (Bur No. 240653)

LLP

co1invandc1!@quinncmanuel_c·om 865 South Figueroa Street, 101h Floor 4 Los Angeles, California 90017·2543

17)

Telephone:

(213) 443-3000

5

Facsimile:

(213) 443-3100

Jotlli i\.- CUiJ';;~, exec ive U!IimfClerk BY c:p~ty

cj
3-. . .-1'

>

6 Attorneys
7

Helmet, lnc., Eric Stonestreet, Eric Stonestreet,
Inc., Julie Bowen, Apparently So, lnc., Ty

fur Sofia V ergara, Sofia Vergara Enterprises, lnc., Jesse Tyler Ferguson, Cape and

8 Burrell, and Desert Whale Productions,
9 10

Inc.

P

SUPERIOR COURT OF THF STATE OF CALIFORNIA
COUNTY OF I_·OS ANGELES CENTRAL DISTRrCT

11
~ 12 13

BC4SS70G

14
15 16 17 18

SOFIA VERGARA ENTERPR1SES, INC., JESSE TYLUR FERGUSON, CAPE'A ND HELMET, INC., .t:RIC STONESTREET, ERIC STONESTREET, INC., JULIE BOWEN, i\PPARRNTLY SQ, INC., TY BURRELL, AKD DhSHRT WHALE PRODUCTIO}';S, INC.,
Plai nti ITs,

SOFIA VERGARA,

CASE NO.
COMPI ,/\1 NT IfOI{ DECLARATORY RELIEF

19
vs.

20 21
22

TWENTIETH CENTURY FOX INTERNATIONAL TELEVISION, INC., DBA TWFNTJETH CENTURY FOX
lELEVI$ION,

23
24 25

CE~TURY FOX FILM CORP.,
Defendant.

j\ UNIT OF TWE\TTIETJ-I

26

-----------.-,,_._---------------

COMI"LA1NT

fOR DCCLAR.ATORY

HEUEF

Plaintiffs Sofia Vergara and Solid Vergara Enterprises, Inc., Jesse Tyler ferguson and 2 Cape and Helmet, lnc., Eric Stonestreet and Eric Stonestreet, lnc., Julie Bowen and Apparently 3 So: lnc .• and Ty Burrell and Desert Whale Productions, Inc. (collectively "Plaintiffs"), allege as

4 follows: 5
1.

THE rARTIES
Plaintiff Sofia Vergara is an individual residi ng in Los Angeles, California; an

7

actress: and the President of Sofia Vcrgara Enterprises, Inc., which is a lender of Ms. Vergara's

9

1.

Plaintiff Sofia Vergara Enterprises, Inc. is a corporation

organized and existing

10 under the laws of the State of Florida, and is and was at all times mentioned herein qualified to do 11
12

business in Cal ifornia. J. Plaintiff Jesse Tyler Ferguson is an indi vidual residing in Los Angeles, Cal ifornia;

13 an actor: and the President
14

or Cape

and Helmet) Inc., which is a lender of ~'''''1 Ferguson's services. r,

4.

Plaintiff Cape and Helmet, Inc. is a corporation organized and existing under the

15 laws of the State of California, and is and was at all times mentioned herein qualified to do 16 business i 11 California. 17
5_

Plaintiff Eric Stonestreet ls an individual residing in Los Angeles, California; an

18 actor: and the President 19 20 laws 6.

or Eric Stonestreet,

Inc .• which IS (I lender of Mr. Stonestreet's

services.

Plaimiff Eric Stonestreet, Inc. is a corporation organized and existing under the of Illinois, and IS and was at all limes mentioned herein qualified to do business

or the State
7_

21 22
23

in California.
PlaintiffJulie

Bowen is an individual residing in Los Angeles, California; an

actress; and the President of Apparently So, Inc., which is a lender

or Ms.

Gowen's services,

24 25
26

s.

Plainti ITApparently

So, Inc. is a corporation

organized and existing under the laws

or the State
California,

of California, and is and was at all times mentioned herein q ual i fied to do business in

27 28
002~1.0tM().'4 7+ I ~u J
10,.1

9.

Plaintiff'Ty Burrell is an individual residing in Los Angeles, California; an actor;
0

and the President of Desert Whale Productions; Inc., which is a lender
-2-

r :'vIr. Burrell's

services.

COMPf.A1NT FOR DECLARATORY

REL1EF

10_ 2 3

Plaintiff

Desert Whale Productions,

Inc. is a corporation

organized

and ex [sting

under the laws of the State of Delaware, do business in California. Defendant Century Twentieth

and is and was at all limes mentioned

herein qual ificd to

4
5 6

11.
Twentieth principal

Century Fox lnternational
("Fox"), is a unit of Twentieth

Television: Inc) doing business as
Century
tOX

fox Television

film Corp., with a 90035.

place of business at 10201 Wcs: Pico Boulevard,

Los Angeles,

California

7
8 9 10 11 12 12_ most successful

GENERAL ALLEGA nONS Since its debut on AllC in the fall of2009, shows on television. A scripted comedy television

Modern Family has been one of the
about three interrelated fami lies, it two
WOll

became the top-rated

new sitcom on broadcast

in 2009, and in the subsequent Modern Family also has Comedy

seasons has been the third-rated bevy of awards, including

sitcom on broadcast

television:

a

the Ernmy Award for Outstanding

Series in 2010 and 2011; 14

13 nominations
14 15 16 17 18 19 20 21 22 23 24 25 26 ~ . ...1
"

(the most of any sitcom)

for the upcoming 2012 Emmy Awards, including Series - Musical or Programs from

Outstanding Comedy

Comedy Series; the Golden Globe Award for Best Television

in 2012;

and Peabody Awards for being one of the Top 10 Television

2009 through 2011.

13.
three families

Modern Family is the model of an ensemble interconnected through

comedy.

The series revolves

around

Jay Pritchett (Ed O'Neill) ami his children, Claire Dunphy
Jay is married to a much younger Gloria and a

(Julie l3owen) and Mitchell woman - his. second her son Manny.

Pritchett (Jesse Tyler Ferguson).

wife. Gloria (Sofia Vergara) - and lives with the very passionate
mother married 10 Phil Dunphy

Claire i.s a diligent homemaker

(Ty Burrell), Finally,

real estate agent always aiming to be a "cool dad" 10 his and Claire's three children. Mitchell Cameron is a serious and worrying Tucker (Erie Stonestreet),

attorney who, with his longtime (and far more carefree)
has adopted a Vietnamese baby, Lily. success, That

partner

Modern Family has been a breakout however: has been bui It upon a collection

critical and financial

SUC(;CSS,

of illegal contracts: Century Fox Television

The Modern Family cast's ("Fox"),

27
2fl
J4 1-101

employment agreements with Twentieth

the production company

Ih,l

,;.
I..
Ill)

.\

behind the show, violate the "Seven- Year Rule" under California

Labor Code section nS5{a).

oo:m 0664014

COMPLAINT F01~DECLARATORY RELIEF

That provision dictates that contracts to render personal service "may not be enforced beyond 2 3 4 5 6 se v en years from the commencement of service under it.
II

Cal. Labor Code § 2HS5(a); $t:e (.IlsoDt:

Haviland y. Warner Oros. Pictures, 67 Cal. App. 2d 225, 235 (1944)

C Seven years of
1

time is fixed

as the maximum time for which [employees] may contract for their services without the right to change employers or occupations").

15.

five of the six central cast members of Modern Family, together with those cast

7 members' affiliated lender corporations (collectively "Plaintiffs"), have brought this action for 8 declaratory relief: Sofia Vergara and Sofia Vergara Enterprises, Inc., Jesse Tyler Ferguson and 9 Cape
10
UJ1U

Helmet, Inc., Eric Stonestreet and Eric Stonestreet, Inc., Jul ic Bowen and Apparently
Inc.

So, Inc., and Ty Burrell and Desert Whale Productions,

II

16.

Fad Plaintiff has an employment agreement with Fox, which has produced
of the show began in 2009.

1Z Modern Family since production 13
14

Fox sells Modern Ftlmily to ABC,

which broadcasts the show to the public.

17.

Plaintiffs' employment agreements (the "Agreements")

are personal service

15 contracts which bind Plaintiffs to work on Modern Family (and preclude them from other work) 16 beyond sewn years after the execution of the Agreements, which marked the cornmcnccrnent of 17 Plaintiffs' services under the Agreements.

is
19

18. California law,

Plaintiffs seek a judicial declaration that the Agreements are illegal and void under

20
21

A.
19.

Sofia Vergara.

Sofia Vergara has played Gloria on Modem Family since the show's premiere on

22
23

September 2), 2009. Ms. Vergara has received critical acclaim Jar her role, including Emmy
nominations for Outstanding Supporting Actress in a Comedy Series in 2010, 20 II and 2012.

24
25 26 27
l).l ,j!i, .\ l).l

20.

Ms. Vergara has been contractually bound under her current employment On that date, Sofia Vergara Enterprises, Inc. and American

agreement since March 22, 2007

Broadcasting Companies, Inc, ("AI3.C") executed a holding agreement for the services of Ms. Vergara (the "Vergara Holding Agreement," attached hereto as Exhibit I together with other

...

28

documents incorporated by and into the Vergara Holding Agreement: a signed Inducemcnt, Test

1-

002FOC(.101~7~ 1~oI COMrLA1NT FOR DEeLA RATOR Y RELI FF

Option Agreement [with "Exhibit A" as a header], Standard Terms and Conditions: find a Rider to
2

the Test Option Agreement [the "Test Option Agreement Rider"]').
21.

3
4

Under the Vergara Holding Agreement

ABC paid Sofia Vergara Enterprises

$450~O(}() having sole rights tu Ms. Vergara's services in a television series of ABC's choice lor for

,) one year after ABC released Ms. Vergara from her employment agreement regarding the 6 television series Knights oj Prosperity. (Vergara Holding Agreement, ~~ 1(a), 2(.1).)

7
I'!

22.

The Vergara Holding Agreement provides ABC an exclusive option to compel Ms.

Vergara to render services as a "Series regular" in a to-be-named television series for six seasons,

9 or seven seasons if the series "has a so-called 'Mid-Season" start. (Test Option Agreement, ~ 2
10

["Options for Additional Contract Ycars'tj.) ABC would simply exercise its option lor each

I I season by providing "written notice to [M,>, Vergara] at any time on or before June 30 of the 12 Contract Year immediately preceding the Contract Year for which such option is exercised. 13
14
II

Od,)

23.

On October 7, 2008, A Be informed Ms. Vcrgara that it was exercising its
(0

"Program Option" under the Vergara Holding Agreement to compel Ms. Vergara

render

t 5 services in the pi lot episode (and subsequent episodes and seasons, at ABC's choosing) of My 16 American Family, which subsequently
17 If!

was renamed as Modern Family. ~

Letter from r\ He ro

Sofia Vergara et al., dated 10/7/oB, attached hereto as Exhibit 2,) 24. On October 10) 200l~, Sofia Vergara Enterprises, lnc. and AnC executed an (the "Vergara Program Option Amendment"),

]9 20 21
22

arncndmcnt to (he Vergara Ilolding Agreement

memorializing

ABC's exercise of its Program Option on October 7,2008, [or Ms. Vergara to

render services on Modern Family. (The Vergara Program Option Amendment is attached hereto as Exhibit 3.)
25.

23 24 25

At some point prior to June 18,2009, ABC assigned the Vergara Holding

Agreement to T\'..entieth Century Fox Television ("Fox"), which had become the company ' responsible for production of Modern Family. 26. On June IS) 20OS), Fox exercised its option to compel Ms. Vergara to render

26
,~
'·l .\_
I~

27 28
40 I

services on Modern Family for the" Initial Order of the Series for the First Contract Year." Subsequently, Fox exercised its options to compel Ms. Vergara's continued services
_

'CIl 002~7D6('40,'~ /41

,-, ...

011

Modern

5COMPLAINT FOR DECLARATORY REllEr

Farni ly for the first through fourth contract 2 through third contract

years, with a full slate of 24 episodes

for the first

years. The n.)urth season

or Modern
Terms
(0

Family has not yet begun fi lrning.

3
4 5 6

27.
Agreement Options"

On November

5, 2009, Fox faxed a purported amendment

of the Vergara Holding with Pilot and Series

to Ms. Vcrgam) entitled "Standard (the "fox Standard Terms," attached and restrictions

Holding Agreement

hereto as Exhibit 4). The fox. Standard Terms then-existing employment agreement. (The Vergara

added further requirements

to Ms. Vergara's

7 The Fox Standard Terms were not and have not been signed by fox or Ms. Vergara.
8 9 lO 11 l2 Holding Agreement collectively 28. [with its affiliated materials in Exhibit

tJ

and Fox Standard

Terms

are referred Tapings

10 as the Vergara

Agreerncnt.) Family have begun in the summer and run

for each season of Modern

through the spring, show broadcasts

have begun in late September and run through lute May} and

publicity and related services by the Modern Family cast, including Ms. Vergara} have occurred

1} year-round. 14
15 16 17 18
19

29.

Under the Vergara Agreement,

Ms. Vergara's

per-episode

compensation

for a

"Casting Project" Iike Modern Family is capped at a 5% increase per year for the second through
seventh contract years) and may only further be increased discretion, (Vergara Holding

by ABC (and now fox)

at its exclusive

Agreement. § 4(u)(xjv)~ Test Option Agreement,

~l ("Series 3

Compensation'T) 30. numerous The Vergara non-episode-based Agreement services also requires Ms. Vergara to. at Fox's demand. engage in

20 21

for Modern Family, "for the purpose exploiting" the television

or advertising,
networks or other 4( d)
of Series"),

promoting, publicizing

or otherwise

series, affiliated

22
23

exhibitors, and so on. (Standard
("Publicity 31. Services'lj.)

Terms and Conditions, ~~ 2 ("Promo(jon

24
25 26
I"

By its terms, the Vergara

Agreement

has significantly

limited Ms. Vergara's she can

employment rights, Since March 22, 2007, Ms. Vergara has been limited in the services provide, particularly

after the Modern Family series was picked up by Fox in 2009. (Sec Standard

.-,1
\,. 1>..'

27 28

Terms and Conditions, ~ 3 C'ExcluSLvity")~ Fox Standard Terms",
limited exceptions, Ms. Vergara's

'17 ("Ex~lu:;ivit)'rt).)
in

With

!iii
\.
N< I'.

services me "exclusive to [Fox] in Television

radio,"

002~1.0664o.;47414{) I

-6COMPLAINT FOR DECLARAlOI{Y RELIEF

(Standard Terms and Conditions, '13(b).)

During the periods oftime "in which Fox requires the

2 services of [Ms. Vergara] per Contract Year." Ms. Vergara's services "shall be [wholly] exclusive J to Fox." (Fox Standard Tenus, ~ 7.) Moreover, the Vergara Agreement requires M:::;. ergara's V
(0

4 services in television

be fully exclusive to Fox until the conclusion of Fox's option for such

5 services on June 30, 2015. (rd.; Test Option Agreement, ~ I.) And when Ms. Vergara is allowed 6 to pursue addi tional employment options under the Vergara Agreement, she only may do so after 7 "first notifying Fox and obtaining Fox's consent thereto." (Fox Standard Terms, ~ 7(a).) 32. The Vergara Holding Agreement continues to serve as Ms. Vergara's employment

s

9 agreement with respect to her services regarding Modern Family. Because the Holding 10 Agreement commenced on March 22, 2007, it is barred under the Seven- Ycar Rule (C<lL Labor II
12

Code § 2855(a)) from binding Ms. Vergara beyond March 22: 2014. 1r1fact, however, the Holding Agreement binds Ms. Vergara for six fun seasons of Modern Family, through June 30:

13 2015. (See Test Option Agreement, ~ 1 ("Contract Ycar]s] will mean the 12 month period 14 15 commencing upon (he expiration of the preceding Contract Year," which ends
011 JUllC

30), ~ 2
[8

(ABC [and now Fox] has an exclusive six-season optionj.) The Vergara Agreement therefore-

I G illegal and void. 17

B. 33.

Jesse Tyler Ferguson. Jesse Tyler Ferguson has played Mitchell on Modern Family since the show's

18

19 premiere on September 23, 2009. Mr. Ferguson has received critical acclaim for his rote,
20

including Emmy nominations for Outstanding Supporting Actor in a Comedy Series in 2010, 2011

2 I and 20 l2. 22
23 24 25 34.

Mr. Ferguson has been contractually bound under his current employment
Helmet Ine. and Twentieth Century

agreement since January 23, 2009. On that date, Cape and

Fox Television ("Fox") executed an option agreement for the services of Mr. Ferguson on My American Family, later renamed as Modf!m Family. (The "Agreement for Test with Pilot and

26
o!;"

Series Options" [the "Ferguson Option Agreement"],

a rider to that agreement, and an affiliated Agreement"] is attached hereto as

...,:

.....
I~ I~ I~

27

soundtrack album agreement [collectively the "ferguson Exhibit S.) -7-

,I> .....

28

m~70(,(,401474140 I

cOrVlI'L!\II\"1

fOR DI.::CL;\!tATORY RELIH

35, 2

The Ferguson Option Agreement is

11

Fox form agreement, substantively

identical

to form agreements used by fox with Eric Stonestreet; amounts.

Julie Bowen and Ty Burrell except for

3 episodic compensation 4 5
36.

The ferguson Agreement provides

Fox an exclusive option to compel Mr.

Ferguson to render services on the pi lot of Modem F amily, and then up to seven contract years of
§ 11[''Player grants Fox exclusive, irrevocable, in each Contract Y car of the

6 the series, (Ferguson Option Agreement,
7

consecuti ve, dependent

options to require Player to render services

8 Scrics"})
9

Fox: would simply exercise its option for each contract year by "June 30

or the

applicable year." Oct,) 37.

10
Il

Under the Ferguson Agreement,

Mr. Ferguson's compensation

is capped at a 4% by Fox "at its

increase per year atlcr the second contract year, and may only further b~ increased
l'

12 sole election. 13 14 15 38. "publicity" "Publicity 39.

(Ferguson Option Agreement,

S IJ, "Guarantee/Episodic
family. (Ferguson

Compensation"}

The ferguson Agreement also requires and "related services" & Related Scrviccsv.)

Mr. Ferguson to engage in numerous unpaid Option Agreement, SIll,

forModern

16

By its terms; the Ferguson

Agreement

has significantly

limited Mr. Ferguson's

17 employment rights, Since January 23, 2009, Mr. Ferguson has, with very limited exceptions, been
1 H precluded from providing any services on "television and series programming" outside of Modern

19 Family. (Ferguson 20 21
22
2J

Option Agreement. ~ Ill, "Exclusivity"}

Further, he is barred from having

"outstanding commitments [Mr. ferguson's]
materially

which will materially interfere with the complete performance of all of' into any comrn itrnent which

Obligations," and is further barred from "entcrjing] or interferes with [Mr. Ferguson's]

conflicts

obligations to Fox (which shall at all limes
Agreement]." (Jd.)

be in first position) 40.

or with any rights granted to Fox pursuant to [the Ferguson

24

Fox has exercised

its option for Mr. [=crgm:on's services for a full 24-episodc slate

2S
26 27
I~
!~

for each of the first three seasons of

Modem Family, with tapings beginning in the summer and
beginning in late September and running through late

running through the spring, show broadcasts

May, and publicity and related services by the Modern Family cast, including

ML Ferguson,

2S
-!olCOMPLA1NT FOR DECLA RATOR Y REI.] Ef'

I..

(;('2Fc,r,(..:l(ii47~ '~Ol

Itil

occurring year-round, 2 3

Pox also has now exercised its option for Mr. Ferguson's services for the

upcoming fourth season of Modern
41.

Family, which has not yet begun filming.

The Ferguson Agreement continues to serve as Mr. Ferguson's employment

4 agreement with respect to his services regarding Modern Family. Because the ferguson 5 Agreement commenced on January 23, 2009, it is barred under the Seven- Year Rule (Cal. Labor 6 Code § 2855(13.)) from binding Mr. Ferguson beyond January 23, 20]6, ln fact, however, the
7

Ferguson Agreement binds Mr. Ferguson for the pilot plus seven full seasons of Modern Family, through June 30, 20] 6, while precluding Mr. Ferguson from pursuing other \.... during that lime. ork (See ferguson Option Agreement,

g
9

* lJ (agreement

compels ML Ferguson's services for the pilot

10 plus seven contract years, which begin on June 30 of the applicable year).) The Ferguson 11 Agreement 12 13 therefore is illegal and void.
Eric Stonostr~et.

c.
42,

Eric Stonestreet has played Cameron on Modern Family since the show's premiere Mr. Stonestreet has received critical acclaim for his rote, including the

14 on September 23,2009.

15 Emmy av..ard Jor Outstanding Supporting Actor in a Comedy Series in 201 O~and Emrny ' 16 nominations for Outstanding Supporting Actor in a Comedy Series in 2011 and 2012. 17 43. Mr. Stonestreet has been contractually bound under his current employment On that date, Eric Stonesteeet, Inc. and Twentieth Century
FDX

18 agreement since February 3,2009.

19 Televi sian (''Fox'') executed an option agreement for the services of M r. Stonestreet on My
20

American Family, later renamed as Modern Family.

(The "Agreement for Test with Pilot and

21 22
23

Series Options" [the "Stonestreet Option Agreement"],

a rider to that agreement, and an aff liated
is attached hereto as

soundtrack album agreement [colleen vely the "Stonestreet Agreement"] Exhibit 6,)
44,
10

24 25 26
I;";

The Stonestreet Option Agreement is. a FDX form agreement, substantively identical

form agreements used by Fox with Jesse Tyler Ferguson, Julie Bowen and Ty Burrell except [or

episodic compensation amounts.
45,

'-.l \.
"

27
28

The Stonestreet Agreement provides Fox an exclusive option 10 compel Mr.

~
I ~~

Stonestreet to render services on the pilot of Modern Family, and then up 10 seven contract years
-9COMPLAlNT FOR DECLARATOR Y RELJ
.------_

Ie-

UU2~7.u~~um'll ,10l

rr
..

__

.

ofthe 2 3 4

series.

(Stonestreet

Option Agreement,

§ II ["Player grants fox exclusive,

irrevocable,

consecutive, Series"]")

dependent options to require Player to render services in each Contract Ycar of the
Fox would simply exercise its option for each contract year by "June 30 of the (ld,)

appl icablc year." 46,

5

Under the Stonestreet

Agreement, Mr. Stonestreet's compensation

is capped at a

6 4% increase per year after the second contract year, and may only lurther be increased by Fox "at 7 8 9 10 11
12 13 14 its sole election." 47,

(Stonestreet Option Agreement. § 11, "Guarantcc/Episodi

c Compensation'")

The Stonestreet Agreement also requires Mr. Stonestreet to engage in numerous
§

unpaid "publicity" and "related services" for Modern Family. (Stonestreet Option Agreement" IH, "Publicity & Related Services") 48_
employment By its terms, the Stonestreet rights, Since February Agreement has significantly limited Mr. Stonestreet's

3, 2009, Mr. Stonestreet

has, with very limited exceptions, outside 01"'

been precluded

from providing any services on "television

and series programming'

Modern Family. (Stonestreet

Option Agreement:

~ JlJ~ "Exclusivity'")

Further, he is barred from

15
16 17

having "outstanding

commitments

which will materially

interfere with the complete performance
<Illy

of all of [Mr. Stonestreet's] commitment

obligations:"

and ]::;further barred from "entc::r[ing] into

which materially

conflicts or interferes with LMr. Stonestreet's]

obligations

to fox
[0

18 (which shall at all times be in first position) or with any rights granted to Pox pursuant
19 Stonestreet Agreement],
11

[the

(1d.)

20
21 22

49.

fox has exercised its option for Mr. Stonestreet's

services for a full 24-episode slate
in the summer and

for each of the first three seasons of Modern Family, with tapings beginning running through the spring, show broadcasts
beginning in late September

and running through late

23 May. and publicity and related services by the Modern Family cast, including Mr. Stonestreet,
24
25 occurring
year-round,

Fox also has now exercised

its option I'or Mr. Stonestreet's

services

for the

upcoming IOLJnh season of Modern Family which has not yet begun filming. 50_
agreement

26
"1;1 I),) I..

The Stonestreet

Agreement

continues

to serve as Mr. Stonestreet's

employment

27
28

with respect to his services regarding on February 3,2009,

Modern Family- Because the Stonestreet

!t

Agreement commenced

it is barred under the Seven- Year Rule (CuI. Labor

COMPLAIKT

I·OR DFCLARATOR

Y l~~UEF

Code § 2855(a)) from binding Mr. Stonestreet beyond February J; 2016, In fact) however, the 2 3
4

Stonestreet Agreement binds Mr. Stonestreet for the pilot plus seven full seasons

0f

Modern

Family, through June 30, 20 l6, while precluding Mr. Stonestreet from pursuing other work during

that time, (Sec Stonestreet Option Agreement, § J1 (agreement compels Mr. Stonestreet's services

5 for the pilot plus seven contract years, which begin on June 30 of the applicable yearj.) The 6
7

Stonestreet Agreement therefore is illegal and void,
1).

,J lllic 80\\'en.

8 9

51,

Julie Bowen has played Claire on Modern Family since the show's premiere on Ms. Bowen has received critical acclaim Jar her role, including the Emmy

September 23,2009.

10 award lor Outstanding Supporting Actress in a Comedy Series in 2011, and limmy nominations 11 [or Outstanding Supporting Actress in a Comedy Series in 2010 and 2012. 12
52, Ms. Bowen has been contractually bound under her current employment agreement

13 since February 25, 2009, On that date, Apparently So, Inc, and Twentieth Century Fox Television 14 C'Fox") executed an option agreement for the services of Ms. Bowen on My American Fami{y,
pj lot

15 later renamed as Modern Family. (The "Agreement for Test with

and Series Options"

l the

16 "Bowen Option Agreement"], a rider to that agreement, and an affiliated soundtrack album 17 agreement [collectively the "Bowen Agreement"] is attached hereto as Exhibit 7.) 18
53,

The Bowen Option Agreement is a Fox form agreement, substaru ively identical to Eri c Stonestreet and Ty I3tLrre 1except 1

19 form agreements used by Fox with Jesse Tyler ferguson,
20

for episodic compensation

amounts.

21 22 23 24 25
26 ~ ~
'~

54,

The Bowen Agreement provides Fox: an cxcl usive option to compel Ms. Bowen to

render services. on the pilot of Modern Family, and then up to seven contract years ofthe series. (Dowen Option Agreement, § 11[T'layer grants: Fox exclusive, irrevocable, consecutive, dependent options to require Player to render services in each Contract Year of the Scricsvj.) Fox would simply exercise its option for eaeb contract year by "June 30 ofthe applicable year." (Id,) 55,
Under the Bowen Agreement, Ms. Bowen's compensation is capped
:11

a 4%

27

increase per year commencing with the second contract year, and may only further be increased by
I'

,:..,

,..
(H)187.066~O,'4

2!ol Fox "at its sole election,
741 4U 1

(D-owen Option Agreement, § Il, "Guarantee/Episodic

Compensation'")

COMPLAlNT

fOR DECLARATORY

RELJ EF

56, 1

The Bowen Agreement also requires Ms. Bowen to engage in numerous unpaid

"publicity" and "related services" for Modern Family. (Bowen Option Agreement,

S IU,

3 "Publicity & Related Services!")
4 57.

By its terms, the Bowen Agreement has significantly limited Ms. Bowen's

5 employment rights: Since February 25, 2009, M~. Bowell has, with very limited exceptions, been 6 precluded from providing any services on "television and series programming" 7 Family, (Bowen Option Agreement, § Ill, "Exclusivity'vj outside of Modern

Further, she is barred from having

8 "outstanding commitment'; which will materially interfere with the complete performance of all of
9 [Ms. Rowell's] obligations," and is further barred from "enterling] into any commitment which

10

materially conflicts or interferes with [Ms. Bowen's l obligations 10 Fox (which shall at all times: be (Id.)

11 in first position) or with any rights granted to Fox pursuant to [the Rowen Agreement)." 5K

Pox has exercised its option for Ms. Bowen's services for a full 24-cpisode slate for

13 each of the first three seasons of Modern Family, with tapings beginning in the summer and 14 running through the spring, show broadcasts beginning in late September and running through late
15 May, and publicity and related services by the Modern Family cast, including Ms. Bowen,

16 occurring year-round.

Fox also has now exercised its option for Ms. Bowen's services for the

17 upcoming lourth season of Modern Family, which has not yet begun filming.
18

59,

The Bowen Agreement continues to serve as Ms. Bowen's employment agreement

19 with respect to her services regarding Modern Family. Because the Bowen Agreement 2{) commenced on February 25. 2009, it is barred under the Seven-Year Rule (CaL Labor Code § 21 22 23 24 25 26
It,

2&55(a)) from binding M So. Bowen beyond February 25, 2016, ]n fact, however, the Bowen Agreement binds Ms. Bowen for the pilot pl us seven full seasons

or Modern
f(~rthe

Family, through June

30.2016, while precluding Nl5. Bowen from pursuing other work during that time. (See Bowen Option Agreement, § II (agreement compels Ms. Bowen's services pi lot plus seven contract

years, which hegin on June 30 ofthe applicable year).) The Bowen Agreement therefore is illegal and void,
II

-c
I~ I~

27 28

.,
<10

-,

II
-12CO\1 ()Li\INT FOR DECLA RATORY RELl

W. ~7 W"~1()/47..11 ~oI

:~

rr

E.

Ty Burrcl1.

2 3

60,

Ty Burrell has played Phil on Modern Family since the show's premiere on

September 23, 2009. Mr. Burrell has received critical acclaim for his role, incl uding the Emmy

4 award for Outstanding Supporting Actor in a Comedy Series in 2011, and Emmy nominations for 5 Outstanding Supporting Actor in a Comedy Series in 2010 and 2012.
6

01.

Mr. Burrell has been contractually bound under his current employment agreement On that dale. Desert Whale Productions, Inc. and Twentieth Century Fox
011

7 since January 16,2009.

8 Television (" fox.") executed an option agreement for the services of Mr. Burrell
9

My American

Family, later renamed as Modern Family. (The "Agreement for Test with Pilot and Series a rider to that agreement, and an affiliated soundtrack

10 Options" [the "Burrell Option Agreement"],

11 album agreement [collectively the "Burrell Agreement"]
12 62.

is attached hereto as Exhibit S.)

The Burrell Option Agreement is a Fox lorm agreement, substantively identical to

13

form agreements used by Fox with Jesse Tyler Ferguson, Eric Stonestreet and Julie Bowen except amounts.

14 for episodic compensation 15
63.

The Burrell Agreement provides Fox an exclusive option to compel Mr. Burrell to

16 render services on the pilot of' Modern Family, and (hen up to seven contract years ofthe series, 17 (Hurrell Option Agreement, § II ["Player grants Fox exclusive. irrevocable. consecutive, 18 dependent options to require Player 10 render services in each Contract Year of the Scricsj.] Fox

19 would simply exercise its option for each contract year by "June 30 of the applicable year." (Jd)

20
2l 22

64,

Under the Burrell Agreement, Mr. Burrell's compensation

is capped at a 4%

increase per year after the second contract year, and may only further be increased by FDx "at its sole election,"
65. "publicity"

(Burrell Option Agreement, ~ 11, "Guarantee/Episodic

Compensation:")

23
24 25

The Burrell Agreement also requires Mr. Burrell to engage in numerous unpaid

and "related services" lOT Modern Family. (Burrell Option Agreement, ~ 111,

"publicity & Related Services")
66. By its terms, the Burrell Agreement has significantly

26
27 '~
-;
hoL"

limited Mr. Burrell's

employment rights, Since January 16~2009, Mr. Burrell has, with very limited exceptions, been outside

2 S precluded from providing any services on "television and series programming"
4U 1

or Modern
REUEF

oon/.066~Oi4 7H

--'1-=3'-- __

~_:::_:_:-::-:--:-:::-:-=-=-=-.,.......-.,.__--:-=-::-:-:-:---_

COMPLI\INT

fOR. [)ECLAIV\TORY

Family. 2 3

(Burrell Option Agreement, § Ill, "Exclusivity'")

Further, he is barred from having
of all or

"outstanding commitments

which will materially interfere with the complete performance

[Mr. Burrell's] obligations," and is further barred from "enler[lng] into any commitment

which

4
5 6

materially conflicts or interferes with [Mr. Burrell's] obligations to Fox (which shall at all limes be in lint position) or with any rights granted 10 Fox pursuant to [the Burrell Agreement]."
67. (lQ.)

Pox has exercised its option for Mr. Burrell's services for a full 24-cpigode slate for

7 each of tbe first three seasons of Modern Family, with tapings beginning in the summer and
R

running through the spring, show broadcasts beginning in late September and running through late May. and publicity and related services by the Modern Family cast, including Mr. Burrell, Fox also has now exercised its option for Me Burrell's services for the

9

10 occurring year-round.

11 upcoming fourth season of Modern Family, which has not yet begun filming. 12 IJ
]4 68.

The Burrell Agreement continues to serve us Mr. Burrell's employment agreement

with respect to his services regarding Modern Family. Because the Burrell Agreement commenced
On

January 16,2009: it is barred under the Seven- Year Rule (Cal. Labor Code §
In fact, however, the Burrell

15 2855(a)) from binding Mr. Bum:11 beyond January 16.2016.

16 Agreement binds Mr. Burrell for the pi lot plus seven full seasons

or Modern

1, (unity, through June

17 30, 20 16~ whi Ie precluding Mr. Burrell from pursuing other work during that time. (See Burrell
18 Option Agreement, § II (agreement compels Mr. Burrell's services for the pilot plus seven contract 19 years, which begin on June 30 of the applicable yearj.) The Burrell Agreement therefore IS illegal 20 21 22 and void,
FIRST CA USE OF ACTION [Ileclararnry Relief)

23
24 69.

(Cal. Code Civ. Proc. § 106U;Cal. Labor Code § 2S55(a») Plaintiffs re-allege and incorporate by reference each and every allegation 1-68.

25
26

contained in paragraphs
70.

An actual and immediate controversy has arisen and now exists between Plaintiffs

,~ ~,
I.J
I.. I~

27

and Fox regarding the legality and effect of the employment agreement (the "Agreements")

!e

28
-14COMPl.AINT FOR DECLARATORY RELlEF

002S"] .Q664.;j... 7~ 140 1 4

between Plaintiffs and Fox related to Plaintiffs' services rendered in connection with the television
2

series Modern Family.
71.

3 4

Plaintiffs seek a declaration of their rights under Cal ifomia Code of Civi I

Procedure section 1060, that the Agreements violate the Seven- Year Rule under California Labor

5 Code section 2855(a). and therefore arc illegal and wholly void. See Cal. Labor Code § 2855(a) 6 (personal service contracts are barred from having terms beyond seven years); Downex._Venture v. 7 LMl Jns. Coo, 66 CaL App. 4th 478,511 (1998) ("An illegal contract is void; it cannot be estopped

8 to deny its validity"); Homami v. lranzadi, 211 CaL App 3d 1 l04, 1109-10 (1989) ("The genera! 9 principle LS well established that a contract founded on an i llegal consideration, or which LS made

10 for the purpose of furthering any matter or thing prohi bitcd by statute, or to aid or assist any party l! therei n, is void. This rule applies to every contract which is founded on a transaction malum in se,

12 or which is prohibited by a statute on the ground of public pol icy. 11). 13
72.

A judicial declaration is necessary and appropriate at this time in order that the

14 parties ascertain their rights and obligations to each other and to avoid the hardship caused on the 15 parties by a protracted dispute and further delay, particularly In light of the upcoming Modern 16
17
l!oj

Family season slated to begin filming this summer.
J~RAYER FOR RELIE~'

WHEREFORE, 1.

Plainf Ifs respectfully request the following relief: exceed terms 01' seven years, and

19

1\ declaratory judgment that the Agreements

20 21

violate the Seven- Year Rule under Califcrnia Labor Code section 2855(a)~

2.
3_ 4.
II II II II

A declaratory judgment that the Agreements are wholly void; All costs and attorneys' fees associated with bringing; this suit; and Such other and further relief as this Court may determine to be just and proper.

22
23

24
25 26
If.
'J

27

.....

;
oo:m
l.I

28

fi

Q6M0.:474 140 1

COMPLAlNT

FO~ DECLARATORY

I~ELlEF

DATED: July 24, lOll 2

QUINN

sur J_,IV AN,

EMANU EL URQUHART

&

LLP

3 4 5
6 7 89 10 11

UYJ~J
Attorneys for

Sofia Vergara Enterprises, lnc., Jesse Tyler l-crguson, Cape and
Vergara,

Sofia

Helmet Inc., Eric Stonestreet, Eric Stonestreet, lnc., Julie Bowen, Apparently So, lnc., Ty Burrell, and Desert Whale Productions, Inc,

12
13 14

15 16
17 1H

19

20
21

22
2J
24

25-

26
~' ,~

....
IlY

27

t

28
4>!lI

1Jill.~) DM4DI4HI

'~ '"

-1 COMI'LAJNT FOR DECLARATORY RELIEF