SUM,tOO

SUMMONS

(e/rAC/ON JUDICIAL)

NOTICE TO DEFENDANT:

(AVISO AL DEltfANDADO):

THE HOLLYWOOD FOREIGN PRESS ASSOICIATrON. a California Nonprofit Corporation, PHILIP BfRK, an individual, and Does 1 through 200, inclusive,

YOU ARE BEING SUED BY PLAINTIFF;

(LO ESTA DEMANDANDO EL DEMANDANTE):

Cl'NEPOINT J>RODUCTIONS, fNC., a Califomia Corporation, THE M(CNAEL Rt'SSELL GkOUP. LtC, a limited liability company. MICHAEL RUSS'EU"

an individual, and STEPHEN LOCASCIO. an individual,

FOR COURT!.IS.Ii OM. 'f (IIlX,O PARA UIlO D1t LA CMrt;;

JAN 132011

NOTiCEt You have been sued. The court may deeid& agalnst you without your bEiing heard unless you respond within 30 aiiys Ftead !he Infotmatkm be«>w.

'(OU have 30 CALENDAR DA ,(S after thif.! !!IiJmmonfl ancIlegal papers !If" $$I'VEId on yoU to n~ a wrlttel'l response at this c.aurt and nave a ropy "Ned on the pI~tl't A letter or phone call will flO! ~t you. Your wriI1en 1'$$pOfIt.4 mU$t be in proper 1!ilgIili fomIlf yOU want the court to hear y(lUf cass. There may be a court form that you can Uie for your response. You can find lhe:se oourt fOl'm& and more Information at the Califomia Courts Online Self-Help Ce()~ (www.QOIJrtlnfo.oa.gov/I!ie/fMIP), your county law library, Qt tl'l. ~" n"Sf"1 you. if yOU OIlnnot pay tho tIll"9 14M. "~. the court clerk ror 8. fee waiver form. If you do not lite your I'$SpOI"ISi! on time, you may tOIle the CIl,.. by default. and your wages. rTlOfl9Y. snd property may be taken without runhe<' WOIrn!ng from the court.

",.,.. are other Ie<jIel ffllqUitaments. You may Wlmt weaN an Guomay right away. If you dO ncrt ktlOw an attorney. you may want to call an efionllill/ referf1ill $E!f'ViC;&. If you cannot affQrd an attorney, you may be eIlgIbIe for free legetlsel'ViCe$ fn)m (I nonprofit lega! services program. You can IOeat& theMI'IOOf/I'Oftt groupl'l at the California Legal. Services Web Sit& (www.lawhelpcslitbmis.org), the California Courts OnUne SeIf·Help Center (WIIIIW.cOUlfinto.M,goV~Jp). 01' by ecntaOt.lng your IQcaI coort or county b .. ~tion. NOTE: The court has a statuto!')' liOn tor walvtllc:l l<I!e!! and costs on any settlement 01' arbitration award of $10.000 01' 1'1101'.10 a eMl case. The court'l!llien must be paid before the eourt will dismi$$ the MM. /A Visor Lo hart IUtmaooado. Sf no fIIIapond. d8ntro <1. JC ales, /s ;orte pulildfl dec/air en su oontra lin elKJUchar I$U vsrsiOn. Lea lit infortTlllcron a contitllJaci6n.

Tiene 30 DiAS DE CALENDARIO ~ dff qu. Ie entreguen em citsCi6rt y p;lJpeIe$ ~Bles partJ pf1ilsentsr una respuIlsta par 8SCJ1tO &n 86m t;OrltI y III1JC(1[ Que se entregutl una copia at ct.maooantfl. Une C$ria 0 una Ramada tafefOn/ca no 10 protegen. Su f8$pu&lifa pot .serlto tferns que asiar Ii(! fOImato legal correcto $; des&a que fJ(OC8s&n SU M$O en /iii corle. Es PfJ$1t!f8 qlJlt liBya un fOImulerio qufJ IJsted pusda IJStJf para $U I'8spuesta. flu.de tmCoofrlilr e_os fClrmularios de /8 corle JI m/illil inrorrnsciOn en 81 Cli(!tro de Ayuda de Iss Corles de Ctlilfomla (www.sucorte.ca.gov). en Is bit;Jli0ttJc8 de laye8 de IU COfI(;/sao 0 ." '8 00ft6 que Ie qlJlilde m6$ C&f(;1!! $I no puede {Jagsr fa cvote de pr/!;$fJ/'It;Jci6n. pida al StJCretario de /a corte qU9 M, d~ un fQnrn.IJsrio de exeooicStl d. p;lJQO de ouchrt,. Si no PfIiIStInta su rHpue&tB a tiempo. pvade petder tH CSiSO per ineumpllmfento y 18 corte Ie pot;irf; quitar su sueldo. dinero y b;s~ $Itt mas adwmiJm:la.

Hay "fro'" requiROS Irggs/e:t;. I!s l'ItCol?'Ifmdable QW Hame s ua IlboQado inmediatamente. Si rio conoca Ii! un aOOgado. puede Ilamar B un srervlolo de remilliOn a Iilbogados. Si no fX1IIde psgar a un abogado. as po$lbfe que cump/a con /os requisitos pafTj Q/;llener ~rviClos Jegale$ gratllitos de un program .. de servicios /1Iga/1M $in I/Ms de II)tJft) Puede e(lJ:)onttar Gistos gflJlX)s sin fIne$ de fucro on sl Sllio w.b de California Leaai Se~ (www.jawhelpeaUfomia.org). en el Cetlhtl de Ayuda de 18$ Ccrles de CaJIfomll!!. {www.sucorte.ca.gov) 0 poni~nt;iOSS en COI1taClC ron /8 COIt8 ".1 txH4tgH> d. /ibogados locefM. AVISO: Por lIty. la cOTts tiene del$Chc a rt!#;/amar las cuolas y los costas exentos pot lmponer un f}ffIVafTlfll! $Obre CUB/quiet recuperaci6n <tit $10,000 0 mti de valOr f1iIo/bide rnet;Ji,.nllil un IICL1erdo o una oonce$l6n de 8rbitrsjf7 en un G'i\I$O de dttf¥tCho eMf. Tiftne que fH'g.I'II' grsvsmen de Ia ~ 9~1I$ d. que Is corte puflda ,*,*I)C".' .1 (:.1iS().

The name :pnd :p(Sdtess of the court is: (EI nombre y di~n de /8 corte eli);

Los Angeles Superior Court- Central Division, III North Hill Street, Los Angeles, CA 900 12

The name, address, and telephone number of t.'IIalntlfT's attorney. or plaintiff without an attorney, is:

(EI nombre, /8 direccl6n y I' nUm8ro de teJefono ~I sbcgado del del demandante que no tielle abogado, es):

Timothy D. MCG~!e, Esq., 233 . Santa Monica, CA 90401 310.-478-7110

DATE: '\ ~ Mary FlOl'e!9 . Deputy

(Feoha) ~ (Adjl.JntQ)

summonS,tJS8 (Pars prueba de entrega de estB cftatiOn uH fal formiJIario Proof ot Service of Summons, (POS.fJ10)).

NOTICe TO THE PERSON SERVED: You $r$ "Ned

fSEAlJ 1. 0 as an individual defendant

2. 0 as the p9IlIOn sued under the flctltlous name of (sptiCify):

3. 0 on behalf of ($pecffy):

under: 0 CCP 416.10 (corporation) CJ CCP 416.60 (minor)

o CCP 416.20 (d&funct corporation) 0 CCP 416.70 (con$$rvatee) CJ CCP 416.40 (association or partnership) D CCP 416.90 (authoriz,eO person)

o other (specify):

4.

f""" ~ to! MioIII1A1ory U ... .MIida' CounoI of CiII1Iforrna 5uM-100 (Rev. July t. 20091

SUMMONS

Cod.ofCM1P __ H;l12.2Q.4€5 ....... colJl'llllfo."".(IaV www.aCCll'ssiaw com

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Timothy D. McGonigle, Esq. (State Bar No. 115979) Timothy D. McGonigle Prof. Corp.

233 Wilshire Boulevard, Suite 700

Santa Monica, California 90404

(310) 478-7110 (Telephone)

(3 10) 260-9700 (Facsimile)

John A Clark executive Officer/Cieri.: 8Y_ Deputy

Attorneys for Plaintiffs

CINEPOlNT PRODUCTIONS, INC., THE MICHAEL RUSSELL GROUP. LLC, MICHAEL RUSSELL. and STEPHEN LOCASCIO

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES

CINEPOINT PRODUCTIONS, INC., a California Corporation, THE MICHAEL RUSSELL GROUP~ LLC~ a limited liability company, MICHAEL RUSSELL, an individual, and STEPHEN LOCASCIO, an individual,

Plaintiffs,

v.

THE HOLLYWOOD FOREIGN PRESS ASSOICIATION, a California Nonprofit Corporation,PHILIP BERK, an individual. and Does 1 through 200, inclusive,

Defendants.

Civil No.

COMPLAINT FOR

(1) BREACH OF CONTRACT IMPLIED& IN-FACT;

(2) PROMISSORY ESTOPPEL;

(3) INTENTIONAL INTERFERENCE WITH CONTRACT;

(4) INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE;

(5) INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE;

(6) DEFAMATION PER SE; (7) PRAUD;

(8) FAILURE TO PA Y WAGES TN VIOLATION OF LABOR CODE §20t; (9) WRONGFUL TERMINATION IN VIOLATION OF PUBLIC POLICY; (10) VIOLATtON OF CALIFORNIA BUSINESS & PROFESSIONS CODE § lnOOETSEQ.

Complaint

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Plaintiffs Cinepoint Productions, Inc. ("Cinepoint"), The Michael Russell Group, LLC ("MRG"), Michael Russell ("Russell") and Stephen Locascio ("Locascio"), (collectively "Plaintiffs") complain and allege as follows:

Allegations Common To All Causes Of Action

1. Plaintiff Cinepoint is a California corporation with its current principle place of

business in Manhattan Beach, California.

2.

Plaintiff MRG is a California limited liability corporation with its current

principle place of business in Manhattan Beach, California. Cinepoint and MRG are affiliated

companies.

3.

Plaintiff Russell is an individual who at all times pertinent herein has resided in

Manhattan Beach, California. The acts alleged herein occurred within the County of Los Angeles, State of California. Russell is a publicist with Plaintiffs Cinepoint and MRG.

4.

Plaintiff Locascio is an individual who at all times pertinent herein has resided

in Manhattan Beach, California. The acts alleged herein occurred within the County of Los Angeles, State of California. Locascio is a publicist with Plaintiffs MRG and Cinepoint.

5. Plaintiffs are informed and believe and thereon allege that Defendant The

Hollywood Foreign Press Association ("HFPA"), is a California not for profit corporation with its current principle place of business in West Hollywood, California. Defendant is the owner of the Golden Globe Awards Show ("Golden Globes").

6. Plaintiffs are informed and believe and thereon allege that Defendant Philip

Berk ("Berk") is an individual who at all times pertinent herein has resided in Los Angeles County in Lake Balboa, California. Berk is the President of HFP A and is also a member of the organization.

2

Complaint

1

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22

7.

Plaintiffs do not know the true names, identities, and capacities of the

defendants named as Does 1 through 200, inclusive. Plaintiffs are informed and believe and thereon allege that each defendant is the agent, attorney, partner, law firm, associate, coventurer, employee, employer, executor, trustee, guardian ad litem, conservator, affiliate, subsidiary, or attorney in law or attorney in fact for each and every other defendant, and was acting within the course and scope of that relationship. Plaintiffs are further informed and believe and thereon allege that each defendant gave consent to, ratified, and authorized the acts alleged herein to each of the remaining defendants, such that each defendant is liable for the acts, omissions, and breaches alleged herein. Plaintiffs will pray leave of this court to amend the complaint to allege the true names, identities, and capacities of the Doe defendants when ascertained.

8.

Defendant HFP A is a nonprofit organization composed of approximately eighty

members, purportedly journalists from foreign nations, who write and report on Hollywood and the entertainment industry for their various foreign media outlets. HFP A is world-renowned as the owner and host of the Golden Globes, which is currently one of the top three entertainment awards shows in the world. Every year, the membership ofHFPA nominates feature films and television shows in various categories, and hosts an awards show where it presents the winners in each category which is presently televised on NBC and worldwide in most foreign countries.

9.

In 1982, HFPA lost its network television contract for the Golden Globes, which

23 was then with CBS, following a scandal involving alleged kickbacks to members in exchange

24 for a particular voting result on a best newcomer award.

25 26 27 28

10.

Commencing in about 1993, Russell started to work as a public relations

employee for the HFP A, as well as for the Golden Globes, which is produced by Dick Clark Productions, Inc. ("DCP"). At that time, the Golden Globes was still without a network

3

Complaint

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5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

television contract and its credibility remained low. Since that time, over the past 17 years, Plaintiffs have worked diligently to repair HFPA's image and build up the show's credibility. Among other things, Plaintiffs have encouraged and publicized the philanthropic efforts of HFP A. In 1995, the Golden Globes was finally picked up again, this time by NBC. Seven years later, Plaintiffs had made significant progress in repairing the credibility of the show, and HFP A was able to negotiate a ten-year network television deal with NBC, for the 2002 through 2011 Golden Globes. Plaintiffs are informed and believe and thereon allege that the network license fee is in excess of $12,000,000 per year. The contract has now expired and HFP A negotiated a new agreement. As a result of Plaintiffs' diligence and hard work, the credibility and ratings of the Golden Globes are at an all-time high, and HFPA obtained a significantly higher license fee of $26,000,000 per year.

11.

Russell and Locascio were aware that many HFP A members abuse their

positions and engage in unethical and potentially unlawful deals and arrangements which amount to a "payola" scheme, potentially violate California Penal Code section 641.3, could threaten HFPA's tax-exempt status, and which threaten the credibility of the Golden Globes by allowing its members to improperly profit from their association with HFP A and the Golden Globes. These deals and arrangements include, but are not limited to:

a. Accepting money/per diem, lavish vacations, junket lodging, gifts and

other perks, each year provided by studios and producers in exchange for support or votes in nominating or awarding a particular film;

b.

Selling media credentials for profit, in the form of space on the red

carpet, to low-profile or unknown "media" entities, to cover the Golden Globes, and selling tickets and other membership privileges for the show. HFPA members' media outlets were always the first to be approved for a space on the

4

Complaint

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red carpet, no matter how relatively insignificant those media outlets were in the context of the Golden Globes broadcast; and

c. Accepting payment from studios and producers for representing films and

lobbying other HFP A members for Golden Globe nominations and awards for these films.

12. Such policies and practices allow members to illegally profit from their association in the nonprofit corporation and violate federal communications law prohibiting hidden "payola" schemes. Most ofHFPA's members are not full-time journalists, and rely on income generated from these questionable practices each year.

13.

Russell and Locascio consistently brought these unethical and potentially illegal

activities to Berk's attention, to convince Berk to end these practices by HFPA members.

HFPA constantly directed Russell and Locascio to "bury" stories in the press regarding HFPA's unethical practices. Berk expressly acknowledged to Russell that these activities were problematic and that HFPA was a corrupt organization, that its members are only out to use the organization to generate income for themselves, and that many conflicts of interest exist with regard to the above-specified activities of HFP A and its members.

14.

In their constant efforts to improve the standing and reputation of HFP A within

the entertainment industry, Russell and Locascio also attempted to convince Berk to open up membership in the HFPA to journalists from more important and well-known media entities and internationally known publications, instead of limiting membership to individuals who were not legitimate journalists. Berk refused to do so, because he and the HFP A were profiting from the

existing arrangements.

15.

On or about February 1,2007, PlaintiffMRG signed a written agreement with

HFP A to work as a public relations person for three consecutive nine-month periods 5

Complaint

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commencing February 1,2007 to October 1,2007, February 1,2008 to October 31,2008, and February 1, 2009 to October 31, 2009. Attached hereto and incorporated herein by this reference as Exhibit "A" is a true and correct copy of the Public Relations Contract between MRG and HFP A (hereafter referred to as "HFP A Agreement").

16. On or about November 7,2008, PlaintiffCinepoint signed a written agreement

with DCP (the "DCP Agreement"), HFPA's partner in producing the Golden Globes, to provide promotional and publicity work for the 2009, 2010, and 2011 Golden Globes. That work was to be provided from November 1 through the subsequent January 31 for each respective awards show. Attached hereto and incorporated herein by this reference as Exhibit "B" is a true and correct copy of the DCP Agreement. The DCP Agreement contains a condition precedent which provides in pertinent part as follows:

"This Agreement and any and all of dcp's obligations hereunder are expressly contingent upon the execution of a written agreement between Group [Cinepoint/MRG] and [HFPA] for the rendition of publicity services for the HFP A during 2008 and for subsequent years, as applicable . . .. It is understood and agreed that in the event such a written agreement between [Cinepoint] and the HFPA is fully executed but is subsequently terminated by HFP A, then this Agreement shall likewise automatically terminate."

17. Over the years, Russell and Locascio were repeatedly assured by the HFPA, and specifically Berk, that they were part of the HFP A fabric, and that their relationship would not be terminated without good cause. Berk also promised Russell and Locascio on multiple occasions that the HFPA Agreement, which expired in October 2009, would be renewed again (as it had been for the prior 16 years), and that a written agreement would be signed after the

6

Complaint

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2010 Golden Globes wrapped. Berk further represented that Russell and Locascio would receive an increase in compensation based on HFPA's new network agreement and license fee. Based on these representations, Russell and Locascio continued to work for HFPA from November 2009 through February 2010, well after the HFPA Agreement expired at the end of October 2009. This work was related to the internal functions of HFP A, and had very little or nothing to do with the 2010 Golden Globes.

18. During the three-month period from November to January, Russell and Locascio

were compensated for their work by DCP out of the Golden Globes network licensing fee received from NBC. During that same three-month period, Russell and Locascio also performed necessary work for HFPA which did not relate to the Golden Globes.

19. During Plaintiffs' 17 -year relationship with HFP A, Russell (and later Russell and

Locascio) worked year-round at HFPA's direction to publicize the HFPA's activities. These efforts included philanthropic initiatives, writing and distributing press releases, and publicizing HFP A's special events and screenings.

20. While Russell and Locascio were paid by DCP during the three-month period

from November to January, Russell and Locascio remained employees ofHFPA during that time, because they continued to perform work necessary to the daily operations of the HFP A.

21. Throughout their long relationship with HFP A, Russell and Locascio were

employees of HFP A.

22. Following the conclusion of the HFPA Agreement in October 2009, Plaintiffs

continued to work for HFPA from November 2009 through February 2010, based entirely upon Berk's promise and assurance that the HFP A Agreement would be renewed for the full threeyear period, and that the new three-year contract would be signed after the 2010 Golden Globes wrapped.

7

Complaint

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23. As part of their philanthropic efforts, for the past four years, Russell and

Locascio encouraged HFP A to form a relationship with Stars for a Cause ("Stars"). Stars is a 501(c)(3) non-profit which organizes charity campaigns with various sponsors during the Hollywood awards show season, harnessing celebrity "star power" during the awards season to raise money for charitable organizations. George Braunstein and current Stars President Laura Braunstein co-founded Stars. Braunstein is a well-respected member of the film and television community, having developed close ties with many in the industry through his work as a successful entertainment attorney, judge at the International Court of Arbitration in Paris, France, film producer, and member of the Academy of Motion Picture Arts and Sciences. For the past four years, Stars in association with the Golden Globes and other awards shows has raised and donated over $300,000 for charity, including such well-known organizations as Prince Charles' The Prince's Trust, the American Red Cross, and the United Nations World Food Programme.

24. In November 2009, DCP told Russell and Locascio that Chrysler was looking for

additional charitable promotional opportunities in association with the Golden Globes. DCP asked Russell and Locascio to contact Stars, with whom DCP was aware MRG also worked, and arrange a charitable campaign for the Golden Globes, sponsored by Chrysler. Russell and Locascio brought Stars on board to organize a campaign involving a charity auction of Chrysler automobiles which were signed and sponsored by various celebrities.

25.

In December 2009, Chrysler agreed to donate six specially designed, eco-

friendly Chrysler 300 vehicles to be associated with top celebrities. Chrysler wanted a presence at the Golden Globes, and paid DCP an advertising fee. Chrysler also provided a $100,000 sponsorship fee to Stars to launch the campaign. On or about January 11, 2010, Stars sent out

8

Complaint

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invitation packages to the first round of "A-list" celebrities to invite them to join the campaign and sponsor one of the vehicles.

26. Then, when the Haiti Earthquake struck on January 13,2010, Chrysler agreed to

donate a seventh vehicle specifically for Haitian relief. Chrysler consulted with Berk, and Berk and HFP A placed the car on the Red Carpet at the Golden Globes, which was held on January 17,2010. The car was signed by celebrities. Stars and the other sponsors then organized a publicity tour for the vehicle. This included a press conference in Washington D.C. with the head of Chrysler and an appearance on the Oprah Winfrey Show.

27.

Berk suddenly became opposed to Stars' and Braunstein's involvement with the

Chrysler charity campaign, which MRG, Russell and Locascio had been instrumental in arranging. Berk was upset, as he wanted to receive benefits directly from Chrysler, and Stars was only giving the proceeds from the charity campaign to charity and not to Berk. For example, on January 27, 2010, Berk refused to approve a press release which identified Stars and Braunstein as sponsors of the Chrysler charity campaign, even though Stars had worked with the HFP A and the Golden Globes, raising money for charity from the past four years.

28. Prior to the 2010 Golden Globes, Russell and Locascio continued to bring the

above-described serious problems concerning HFPA members' actions to Berk's attention. Because Berk and other HFP A members benefitted from the unethical and unlawful economic activities, Berk had a serious financial stake in maintaining the status quo. However, Russell and Locascio were concerned that HFP A would continue to suffer serious public relations problems, and also potential criminal liability, if Berk and HFP A did not work to rectify these problems.

29.

Berk refused to make the changes to HFP A that Russell and Locascio had

continuously recommended. Instead, Berk and HFP A Board member Frances Shoenberger 9

Complaint

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embarked on a defamatory email and phone campaign which targeted Russell, Locascio, Braunstein, and Stars. Berk did so in large part because he wanted to terminate Russell's and Locascio's longstanding and inf1uential relationship with HFP A and take full credit for the Chrysler charity campaign. This desire is evidenced by a phone call from Berk to NBC marketing in New York, demanding that Berk be paid a commission for referring Chrysler to NBC (who had paid DCP a $2,000,000 advertising fee for the promotion with Chrysler as part of the Golden Globes after-show), and that Chrysler provide him with a car and driver for the month of January 2010. These requests were denied.

30.

Berk and HFP A Board member Frances Shoenberger carried out their

defamatory phone and email campaign by contacting representatives of Chrysler, NBC, DCP, Entertainment Tonight (Stars' media partner), and Access Hollywood. Berk and Shoenberger made false claims about Stars, and claimed that Stars had been sued by the Cunard Line. This was a false statement, as Stars was not sued by the Cunard Line, and had an excellent relationship with them. Berk and Shoenberger also told the head of Chrysler and other executives that if Chrysler continued to work with Stars, then Berk would ensure that Chrysler did not work with the HFP A. Berk also personally attacked Braunstein's reputation and character with false statements.

31. Berk' s conduct has caused great harm to the professional reputations of Russell

and Locascio.

32.

On February 19,2010, HFPA's legal counsel faxed Plaintiffs a letter stating,

without explanation, that HFPA's Board had decided not to renew its contract with MRG. A true and correct copy of the February 19,2010 letter from HFPA's legal counsel to Michael Russell is attached hereto as Exhibit "C." Berk had told Plaintiffs that the HFPA Agreement would be renewed, and Plaintiffs were not given any prior indication from the Board that the

10

Complaint

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agreement would not be renewed. Plaintiffs fully expected to continue their ongoing 17-year employment relationship with HFP A so long as there was not any good cause for their

termination.

33. On February 24, 2010, Plaintiffs were advised by DCP that, pursuant to the

foregoing condition precedent in the DCP Agreement with Cinepoint, the DCP Agreement had automatically terminated upon the termination of the HFPA Agreement, and no longer had any force or effect. A true and correct copy of the February 24, 2010 letter from Michael Kohn, Esq. to Cinepoint Productions, Inc., is attached hereto as Exhibit "D."

FIRST CAUSE OF ACTION

34.

(Breach of Contract Implied-In-Fact,

By MRG, Russell and Locascio, Against HFP A)

Plaintiffs re-allege and incorporate by reference all facts set forth above.

35. HFPA had an ongoing, 17-year relationship with Plaintiffs. That relationship

encompassed work that Plaintiffs did for HFP A in connection with the Golden Globes, and in connection with the day to day operations of HFP A. Even though Plaintiffs were paid by DCP during the brief, three-month period immediately preceding the Golden Globes, the work they did during that time benefited the HFP A, and was paid by DCP only because DCP was HFPA's partner in producing the Golden Globes.

36.

After the conclusion of the HFPA Agreement in October 2009, HFPA and Berk

23 assured Plaintiffs that the Agreement would once again be renewed.

24 25 26 27 28

37.

In reliance on those assurances, Russell and Locascio continued to do the same

type of work for HFP A that they had done throughout their long-term relationship with HFP A. Russell and Locascio also provided consideration by agreeing not to work for any movie studios.

II

Complaint

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38.

HFPA's promises and Plaintiffs' performance created a contract implied in fact.

39. Without good cause, the HFPA breached its contract with Plaintiffs, refusing to

renew the contract, and terminating its ongoing business relationship with Plaintiffs.

40. HFPA's decision to breach its implied contract caused Plaintiffs damage, in an

amount to be proven at trial, but not less than $2,000,000.

SECOND CAUSE OF ACTION (Promissory Estoppel,

By MRG, Russell and Locascio, Against HFP A)

Plaintiffs re-allege and incorporate by reference all facts set forth above.

41. 42.

HFP A, through Berk, repeatedly promised and assured Plaintiffs that the HFP A

Agreement would be renewed after the 2010 Golden Globes.

43.

In reliance on those promises and assurances, Russell and Locascio continued to

work for HFPA from November 2009 through February 2010, and also agreed not to work for any studios.

44.

In breaching its promise and failing to renew the HFP A Agreement, HFP A

caused Plaintiffs substantial detriment, in the form of lost income and profits.

45. Plaintiffs have suffered damages in an amount to be determined at trial, but not

less than $2,000,000.

THIRD CAUSE OF ACTION

46. 47.

(Intentional Interference with Contract, By Cinepoint Against All Defendants)

Plaintiffs re-allege and incorporate by reference all facts set forth above. Cinepoint had a valid and binding contract with DCP to do promotional and

publicity work in connection with the 2009, 2010, and 2011 Golden Globes. 12

Complaint

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26 27 28

48. The DCP Agreement contained a condition precedent, pursuant to which the

DCP Agreement was contingent upon the existence of a written agreement between CinepointlMRG and HFP A.

49. Defendants were aware of the DCP Agreement and its condition precedent.

50. Defendants' decision not to renew MRG's contract with HFPA was intended to disrupt Cinepoint's contract with DCP, and did in fact cause DCP to terminate its contract with Cinepoint.

51.

Defendants' actions caused Cinepoint to suffer lost income and profits in an

amount to be determined at trial, but not less than $2,000,000.

FOURTH CAUSE OF ACTION

52. 53.

(Intentional Interference with Prospective Economic Advantage, By MRG, Russell, and Locascio, Against Berk)

Plaintiffs re-allege and incorporate by reference all facts set forth above.

An ongoing economic relationship existed between MRG, Russell and Locascio,

and HFP A. Based on the 17 -year history of consistent employment between Plaintiffs and the HFPA, there was a strong probability of future economic benefit to MRG, Russell and Locascio.

54. Berk knew about the ongoing 17-year economic relationship between MRG,

Russell and Locascio, and HFP A.

55.

Berk's defamatory email and phone campaign directed to DCP, NBC, Chrysler,

24 Entertainment Tonight, and Access Hollywood were intended to disrupt HFPA's ongoing 17-

25 year relationship with MRG, Russell and Locascio.

56.

Berk's defamatory email and phone campaign against Plaintiffs did in fact

disrupt the ongoing 17-year economic relationship between HFPA and MRG, Russell and 13

Complaint

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Locascio, and in fact ended the 17 -year relationship between HFP A and MRG, Russell and Locascio when HFPA decided not to renew its contract with MRG.

57. As a result of Berk's acts, MRG, Russell, and Locascio suffered lost income and

profits in an amount to be proven at trial, but not less than $2,000,000.

FIFTH CAUSE OF ACTION

58. 59.

(Intentional Interference with Prospective Economic Advantage

By Cinepoint, Russell and Locascio, Against HFP A and Berk) Plaintiffs re-allege and incorporate by reference all facts set forth above.

An economic relationship existed among Cinepoint, Russell, Locascio and DCP,

as described herein.

60.

That economic relationship was contingent upon MRG's ongoing economic

relationship with HFP A, and provided a strong probability of future economic benefit to Cinepoint, Russell and Locascio.

61. Defendants HFP A and Berk knew about the economic relationship between

Cinepoint and DCP, and knew that relationship was contingent upon an existing contractual relationship between MRG and HFP A.

62.

The decision by Berk and HFPA not to renew HFPA's agreement with MRG

was intended to disrupt the economic relationship between Cinepoint and DCP, and did in fact disrupt the economic relationship between Cinepoint and DCP.

63.

As a direct result of HFP A's and Berk' s intentional acts, Cinepoint, Russell and

Locascio suffered lost income and profits in an amount to be proven at trial, but not less than $2,000,000.

II

II

14

Complaint

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

SIXTH CAUSE OF ACTION

64. 65.

(Defamation Per Se,

By Russell and Locascio, Against All Defendants)

Plaintiffs re-allege and incorporate by reference all facts set forth above.

In or about January and February 2010, Berk directed HFPA board member

Frances Shoenberger to engage in a defamatory phone and email campaign against Russell and Locascio. Berk directed Shoenberger to tell Entertainment Tonight, Access Hollywood, and NBC that Russell and Locascio were liars, that they had been sued for fraud, that they had been terminated due to a fraud lawsuit, and that they were reciving bribes and kickbacks.

66.

These statements were false, and were harmful on their face, as they went to the

heart of the professional reputations of Russell and Locascio, who are well-known figures within the Hollywood public relations and entertainment industries.

67.

At the time Berk engaged in this defamatory campaign, he knew these statements

to be false. Berk engaged in this defamatory campaign with the intent to harm Plaintiffs, and to destroy Plaintiffs' respective relationships with HFPA, DCP, NBC, Entertainment Tonight, Access Hollywood, and other media and entertainment organizations.

68.

At the time he engaged in the defamatory campaign against Russell and

Locascio, Berk knew the statements would damage their professional reputations. As a result of these statements, Russell's and Locascio's professional relationships with HFP A, DCP, and other media organizations have been destroyed, and Plaintiffs have suffered damages in an amount to be proven at trial, but no less than $2,000,000.

69.

Berk engaged in despicable conduct when making these statements. Berk acted

intentionally, with malice and oppression, and with knowledge that his statements were false

15

Complaint

1 and would injure Plaintiffs' business reputations. As such, Plaintiffs are entitled to recover

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

punitive damages.

SEVENTH CAUSE OF ACTION (Fraud,

By Russell and Locascio, Against HFP A)

70. In or about November 2009, Berk represented to Russell and Locascio that the

HFP A Agreement would be renewed following the 2010 Golden Globes.

71. Berk knew at the time he made this representation that it was false, and that

HFP A did not intend to renew the HFP A Agreement

72.

Berk made this representation with the intent to induce Russell and Locascio to

rely upon it, and to perform work for HFP A during the months leading up to the 2010 Golden Globes.

73. Russell and Locascio justifiably and reasonably relied upon Berk's

representation, due to their 17-year employment relationship with the HFPA, and Berk's constant assurances that Russell and Locascio were "part of the fabric" of the HFP A and would not be terminated absent good cause. Russell and Locascio continued to work for HFPA from November 2009 through January 2010, because they believed the HFPA Agreement would be renewed. In reliance on Berk's representation, Russell and Locascio also agreed not to work for movie studios.

74. If Russell and Locascio had known the HFPA Agreement would not be renewed,

they would never have continued to do work for the HFP A, and would have agreed to accept work from other entities.

75.

As a result of Berk's representation, Russell and Locascio suffered damages in

an amount to be proven at trial, but not less than $2,000,000. 16

Complaint

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

EIGHTH CAUSE OF ACTION

(Failure to Pay Wages in Violation of Labor Code section 201, Bv Russell and Locascio, Against HFP A)

76. Plaintiffs re-allege and incorporate by reference all facts set forth above.

77. Due to the nature of their work for HFPA, Russell and Locascio were employees of HFP A. This work included the following:

a. Russell and Locascio reported directly to Berk, and communicated

multiple times daily with Berk and third parties about HFP A matters;

b.

Under Berk's direction, Russell and Locascio obtained the sponsors for

the Golden Globes that Berk wanted, and drafted and submitted press releases for the HFP A. All press releases were released only upon Berk' s approval. Russell and Locascio did not have the authority to do so on their own.

c.

Russell and Locascio acted as peacemakers and liaisons between HFP A

members who did not get along, and between HFP A and outside entities, such as NBC and DCP, which did not maintain a positive relationship with HFPA;

d. At Berk.'s direction, Russell and Locascio worked closely with the

HFP A's website director and provided him with a wealth of writing and photographic coverage;

e.

Russell and Locascio regularly scheduled interviews with individuals

chosen specifically by Berk;

f.

At times, Russell and Locascio were required to come into HFPA's

offices to work several times per week;

g.

Russell and Locascio did nothing without the express approval and

direction of Berk;

17

Complaint

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

h.

In short, while Russell and Locascio were "publicists" in job description,

they were essential to the running of the Golden Globes, and to the institutional memory and continuity of the HFP A itself. The institutional memory provided by Russell and Locascio was crucial to the functioning of the HFPA, because the HFP A presidency was subject to consistent turnover every two years or so, and Russell and Locascio were the only continuously well-informed employees of

78.

HFPA.

HFPA terminated Plaintiffs' employment in February 2010. At that time,

Plaintiffs had worked for HFPA from November 2009 through February 2010, without receiving compensation.

79.

In violation of Labor Code section 201, HFP A intentionally failed and/or refused

to pay Plaintiffs' wages for this period on time.

80.

As a direct and proximate result of this violation by HFP A, Plaintiffs are entitled

to waiting time penalties pursuant to Labor Code section 203, attorney's fees and costs pursuant to Labor Code section 218.5, and interest pursuant to Labor Code section 218.6.

NINTH CAUSE OF ACTION

81. 82.

(Wrongful Termination in Violation of Public Policy, By Russell and Locascio, Against HFP A)

Plaintiffs re-allege and incorporate by reference all facts set forth above. Plaintiffs enjoyed an ongoing, 17 -year employment relationship with HFP A.

Though the HFPA Agreement ended in October 2009, Russell and Locascio continued to work for HFPA from November 2009 through January 2010, as they always did, in connection with the day to day operations of HFP A.

18

Complaint

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

83.

Russell and Locascio were aware that many HFP A members abuse their

positions and engage in unethical and potentially unlawful deals and arrangements which amount to a "payola" scheme, potentially violate California Penal Code section 641.3, could threaten HFPA's tax-exempt status, and which threaten the credibility of the Golden Globes by allowing its members to improperly profit from their association with HFP A and the Golden Globes. These deals and arrangements include, but are not limited to:

a. Accepting money/per diem, lavish vacations, junket lodging, gifts and

other perks, each year provided by studios and producers in exchange for support or votes in nominating or awarding a particular film;

b.

Selling media credentials for profit, in the form of space on the red

84.

carpet, to low-profile or unknown "media" entities, to cover the Golden Globes, and selling tickets and other membership privileges for the show. HFPA members' media outlets were always the first to be approved for a space on the red carpet, no matter how relatively insignificant those media outlets were in the context of the Golden Globes broadcast; and

c. Accepting payment from studios and producers for representing films and

lobbying other HFP A members for Golden Globe nominations and awards for these films.

The above-described acts implicate the public interest in that HFP A holds itself

out to the public as an independent, non-profit media organization which nominates films for Golden Globes based on their merit, while in reality, many films are nominated by HFPA members because they received "payola" in the form of gifts and privileges from studios and producers. These actions potentially violate Penal Code section 641.3 and threaten HFPA's tax

19

Complaint

1 2 3 4

5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

exempt status. These actions also perpetrate a fraud on the public, to which HFP A has held itself out as a charitable organization dedicated to recognizing excellence in film.

85. In February 2010, after Russell and Locascio had made consistent and ongoing

efforts to persuade Berk to end these practices and reform the HFP A, the HFP A terminated Russell and Locascio's 17-year employment relationship.

86. Russell's and Locascio's attempts to bring the above-described activities, which

implicated the public interest, to Berk's attention, were a substantial and motivating reason for HFPA's decision to terminate Russell and Locascio's employment with the HFPA.

87.

HFPA's termination of Russell and Locascio caused Russell and Locascio

damages in an amount to be proven at trial, but not less than $2,000,000.

TENTH CAUSE OF ACTION

88.

(Violation of Business & Professions Code section 17200, By All Plaintiffs Against All Defendants)

Plaintiffs re-allege and incorporate by reference all facts set forth above.

89. Russell and Locascio were aware that many HFPA members abuse their

positions and engage in unethical and potentially unlawful deals and arrangements which which amount to a "payola" scheme, potentially violate California Penal Code section 641.3, could threaten HFPA's tax-exempt status, and which threaten the credibility of the Golden Globes by allowing its members to improperly profit from their association with HFP A and the Golden Globes.

90.

By terminating Russell and Locascio's 17-year employment relationship with

HFP A in retaliation for their efforts to persuade Berk to cease unethical practices of HFP A members which potentially violated Penal Code section 641.3, Berk and HFPA engaged in unlawful and unfair business practices as set forth in Business and Professions Code section

20

Complaint

1 17200 et seq. HFP A's failure to pay Russell and Locascio upon termination in violation of

2 Labor Code section 201 also constitutes an unfair and unlawful business practice.

3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

91.

As a direct and proximate result of Defendants' misconduct, plaintiffs have

been damaged in an amount to be established at trial, and are therefore entitled to (1) restitutionary relief pursuant to Business and Professions Code section 17200 et seq., including but not limited to disgorgement of any and all unpaid wages pursuant to Labor Code section 201, and (2) injunctive relief including but not limited to enjoining HFP A from making defamatory statements against Plaintiffs, and from allowing its members to continue to engage in conduct which violates HFPA's tax exempt status and potentially violates Penal Code section 641.3.

WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of them, as follows:

1.

For general and special damages according to proof, including lost income and other compensation and benefits, past and future, to be proven at trial, but not less than $2,000,000;

For punitive damages, pursuant to California Civil Code section 3294;

For restitutionary relief pursuant to Business and Professions Code section

2. 3.

4.

17200 et seq.;

For injunctive relief pursuant to Business and Professions Code section 17200 et

5. 6.

seq.,

For costs of suit incurred by Plaintiffs;

For attorney fees pursuant to Business and Professions Code section 17200 et seq. and Labor Code section 201 and 218.5;

For such other and further relief as the court deems proper. 21

7.

Complaint

1 2 3

4

5

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Dated: January 13,2011

TIMOTHY D. McGONIGLE PROF. CORP.

22

Complaint

-

/

November 10, 2008

Cinepoint Productions. Inc. Aft: Michael Russell

1601 N. Sepulveda Blvd .• Suite 509 Manhattan Beach. CA 90268

RE: f:rth Annua' Golden Globe Awards - 2009

Dear Michael:

Pursuant to the Agreement dated 8$ of November 6, 200e. revised November 7. 2008, we have enctosed check #1004 in the amount of $21,000.00 and dfedc 1HOO5 in the amount of $3,333.00 bath payable to Cinepomt Pmductions, as the tlr$t of three payments for promotionI publicity services and bonus, in connection with tile above A:tferenced program.

Also enclosed is tit MIy..executed copy of the Agreement for your records.

Yours very truly.

MiChael Compton

Vice President, Busine&s Affairs dick dark productions. inc.

Enclosures

Cbw.spoblt ~ Inc. Amwal GoIdea G~ A'fI8ds As of~6, lOO8 ~]tI~ 1, z(J08

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Mautwta, BeadI, ~ 902EI6

Rio: IIJcMel Ruasd aJlCIIOr 8I:ewe t..oCado ~.-AIIi8t1 "GotiM1 ~ ~.rt"}

*~~~~~~-----fedandTu.1D Hwmber! M...,.....

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