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Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 1 of 32

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT GEORGIA
ATLANTA DIVISION

X

PERRI “PEBBLES” REID, :
: Case No. 1:14-cv-01252-MHC
Plaintiff, :
: DEFENDANTS’ RULE 56.1
- against - : STATEMENT OF
: UNDISPUTED MATERIAL
VIACOM INTERNATIONAL INC. : FACTS IN SUPPORT OF ITS
VIACOM INC., and KATE LANIER, : MOTION FOR SUMMARY
: JUDGMENT
Defendants. :
:
X

Defendants Viacom International Inc., Viacom Inc. (“Viacom”), and Kate

Lanier (“Defendants”), by their attorneys, hereby submit this statement pursuant to

Rule 56 of the Federal Rules of Civil Procedure and Local Rule 56.1(B)(1) of the
United States District Court for the Northern District of Georgia, in support of

Defendants’ Motion for Summary Judgment against Plaintiff Perri “Pebbles”

Reid.1 The material facts as to which there is no genuine issue to be tried are as
follows:

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The facts set forth herein are based on the statements, documents, testimony, and
other exhibits contained in the following declarations: Declaration of Maggie
Malina dated September 22, 2015 (“MAL”); Declaration of Kate Lanier dated
September 18, 2015 (“LAN”); Declaration of Tionne “T-Boz” Watkins dated
September 22 , 2015 (“TBOZ”); Declaration of Rozonda “Chilli” Thomas dated
September 18, 2015 (“CHILLI”); Declaration of Bill Diggins dated September 17,
Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 2 of 32

I. PARTIES AND ACTION

1. Plaintiff Perri “Pebbles” Reid (“Pebbles”) is an “internationally
renowned” R&B singer and performer who in the early 1990s discovered the all-

female R&B group TLC. (MAL ¶¶ 45(a), 50(b), TBOZ ¶ 6; Compl. ¶¶ 9-10, 19,

20, 22).

2. Pebbles’ companies Pebbitone Inc., Pebbitone Music, and PT

Entertainment served as TLC’s production company, publishing company, and

manager, respectively. (MCN ¶¶ 4, 5, 10).

3. Defendant Viacom International Inc. is a wholly-owned subsidiary of

Viacom Inc. (collectively “Viacom”), which owns, operates and controls the cable

network VH1. (Certificate of Interested Persons (Doc. No. 7); Viacom Amended
Answer ¶¶ 12-13 (Doc. No. 11)).

4. Defendant Kate Lanier (“Lanier”) is a screenwriter of major motion

pictures whose credits include What’s Love Got to Do with It?, Set it Off, The Mod
Squad, and others. (LAN ¶ 2; MAL ¶ 11).

5. This action for defamation was brought by Plaintiff against Viacom

and Lanier pursuant to 28 U.S.C. § 1332 arising out of a made-for-TV docudrama

about the group TLC titled CrazySexyCool: The TLC Story, (the “Movie”)

produced by Viacom and written by Lanier. (Compl. ¶¶ 1, 14-17).

2015 (“DIG”); and Declaration of Elizabeth McNamara dated September 23, 2015
(“MCN”).
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II. TLC’S FORMATION AND EARLY INVOLVEMENT
WITH PEBBLES
6. In 1989, Pebbles married her record producer, Antonio “L.A.” Reid

(“L.A.”). (MCN ¶¶ 39 (Pebbles 21:6-23), 42 (Pebbitone 115:2-9)).

7. L.A., along with Kenneth “Babyface” Edmonds, founded the Atlanta-

based record label, LaFace Records (“LaFace”), a joint venture with Arista

Records (“Arista”). (MCN ¶¶ 39 (Pebbles 112:1-9), 41 (L.A. Reid 149:4-13)).

8. In the early 1990s, Pebbles was helping L.A. and LaFace gain a

foothold in the Atlanta music scene. (MAL ¶ 50(b); TBOZ ¶ 4; CHILLI ¶ 4; MCN
¶¶ 39 (Pebbles 72:9-73:24); 41 (L.A. Reid 149:4-13); Compl. 24-26).

9. In early 1991, while in the midst of her search for talent, Pebbles’

hairdresser, Marie Davis, introduced Pebbles to Tionne “T-Boz” Watkins. (TBOZ

¶¶ 5-6; MAL ¶ 45(a); MCN ¶ 39 (Pebbles 90:23-92:11)).

10. Tionne, Lisa “Left Eye” Lopes, and a third woman, Crystal Jones,

comprised an all-female R&B group in Atlanta called “Second Nature.” (TBOZ ¶¶
3, 5; MCN ¶ 39 (Pebbles 90:23-92:11)).

11. Pebbles met with Tionne, Lisa, and Crystal, they sang for her, and

Pebbles told them she wanted to work with them. (TBOZ ¶¶ 6-7; MCN ¶ 39

(Pebbles 16:21-17:25)).

12. As Pebbles “wasn’t open for anyone that was going to have an outside

manager,” she arranged a buy-out of Second Nature’s prior management and

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became the group’s manager. (TBOZ ¶ 7; MCN ¶¶ 3, 16, 39 (Pebbles 90:23-

92:11); Compl. ¶ ¶ 30, 38, 40).

13. Pebbles renamed the trio “TLC” after the first initial of the names of

each group member (MCN ¶ 39 (Pebbles 177:6-8); TBOZ ¶ 8; Compl. ¶ 41).

14. Pebbles secured the trademark in the TLC name for her company

Pebbitone. (MCN ¶¶ 18, 39 (Pebbles 177:6-8); Compl. ¶ 43).

15. Pebbles arranged for TLC to audition for LaFace. (TBOZ ¶ 9; MCN

¶¶ 39 (Pebbles 19:2-9); 41 (LA Reid 16:3-19); Compl. ¶ 44).
16. Pebbles offered her husband’s company a right of first refusal to serve

as the group’s record label. (MCN ¶ 39 (Pebbles 8:16-9:5); Compl. ¶ 31).

17. After the audition, Pebbles informed Tionne and Lisa that she wanted

to sign them, but not Crystal, to Pebbitone. (TBOZ ¶ 9; MCN ¶¶ 39 (Pebbles 20:7-

21:5), 41 (LA Reid 16:3-19)).

18. On February 28, 1991, Tionne and Lisa signed a production

agreement (the “Production Agreement”) and a songwriter agreement (the

“Publishing Agreement”) with Pebbles’ companies Pebbitone, Inc. and Pebbitone

Music, respectively. (TBOZ ¶ 10-11; MCN ¶¶ 4, 5; Compl. ¶ 57).

19. L.A. recommended to Pebbles, Rozonda Thomas, a back-up dancer

for another LaFace act, as Crystal’s replacement. (CHILLI ¶ 4; MCN ¶ 41 (LA

Reid 14:24-15:5)).

20. Pebbles held an audition for Chilli with the other two group members,

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and ultimately added Chilli to the group. (TBOZ ¶ 13; CHILLI ¶ 5; MCN ¶ 62

(Lopes 15:19-17:3); Compl. ¶ 65)

21. The group dubbed Rozonda “Chilli” so as to maintain the rationale

for “TLC.” (CHILLI ¶ 6; MCN ¶ 62 (Lopes 15:19-17:3); Compl. ¶ 66).

22. Pebbles brought TLC to audition for L.A. and Babyface again, and

L.A. and Babyface decided to sign TLC to LaFace through Pebbitone. (TBOZ ¶

13; CHILLI ¶ 5; MCN ¶¶ 7, 8).

23. On April 2, 1991, Pebbles and the three group members executed a
letter agreement amending the Production and Publishing Agreements to add Chilli

to the group. (CHILLI ¶¶ 7-9; MCN ¶ 9).

24. On April 3, 1991, the members ofTLC signed a management

agreement with Pebbles’ company, PT Entertainment (the “Management

Agreement”). (TBOZ ¶ 13; MCN ¶ 10).

25. On May 10, 1991, Pebbitone, Inc. and LaFace executed their

agreement for LaFace to serve as the record label for TLC (the “Recording

Agreement”). (TBOZ ¶ 13; MCN ¶ 11).

26. Pursuant to the Recording Agreement, Pebbitone was required to

provide the services of TLC to LaFace (TBOZ ¶ 13; MCN ¶ 11).

27. Pursuant to the Recording Agreement, LaFace was given the

exclusive right to distribute TLC’s records. (MCN ¶¶ 11, 42 (Pebbitone 139:13-

140:19)).

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28. The members of TLC signed inducement letters agreeing to provide

their services exclusively to LaFace during the term of the Recording Agreement.

(TBOZ ¶ 13; MCN ¶¶ 11, 42 (Pebbitone 139:13-140:19)).

29. At the time the members of TLC executed these agreements they were

19 and 20 years old. (TBOZ ¶ 11; CHILLI ¶ 9).

30. The members had little professional experience and did not have

sophisticated personal or family advisors. (TBOZ ¶¶ 10-11; CHILLI ¶ 9; MCN ¶¶

48 (Chilli 29:12-30:1); 49 (Tionne 28:8-14), 61 (Tionne 12:4-14:4)).
31. Pebbles admits that record contracts are “put forth to confuse us all.”

(MCN ¶ 40 (Pebbles 331:22-335:3)).

32. In the recording industry, a manager acts as a consultant to guide and

advise artists in decisions and negotiations, including for recording, production and

publishing agreements. (MCN ¶¶ 39-40 (Pebbles 104:1-105:1, 110:23-111:25;

332:22-333:2); DIG ¶ 7-8).

33. TLC’s Production Agreement, Publishing Agreement, Management

Agreement, and Recording Agreement were with either Pebbles’ own companies

or LaFace, a company her husband had an ownership interest in. (TBOZ ¶¶ 13, 29;

MCN ¶¶ 27, 29, 39 (Pebbles 112:10-22); DIG ¶¶ 10-12).

34. Although Pebbles did not have a personal ownership interest in

LaFace, and L.A. Reid did not have a personal ownership interest in Pebbles’

companies, Pebbles admits that LaFace was the couple’s largest marital asset.

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(MCN ¶¶ 27, 39 (Pebbles 83:8-13)).

35. Pebbles admits that her individual successes benefited L.A., and

L.A.’s individual successes benefited her. (MCN ¶ 39 (Pebbles 85:19-86:23)).

36. In 1996, Pebbles admitted in sworn deposition testimony from her

divorce proceeding from L.A. Reid: “I’m saying that whatever we both received,

if he received $10, then part of that, it’s part mine. If I receive a hundred dollars or

$5, it’s his too. So I say it’s both of ours. Whatever we have should be both of

ours.” (MCN ¶ 29).
37. To provide advice, Pebbles sent the members of TLC to the law firm

of Katz & Cherry, P.C., where her husband’s personal attorney, Joel Katz, was a

name partner. (MCN ¶¶ 34, 39 (Pebbles 143:1-19); 41 (LA Reid 112:10-113:11),

61 (Tionne 12:1-14:4), 62 (Lopes 26:18-20); Compl. ¶ 51).

38. Pebbles guaranteed the attorney’s fees for a single meeting between

Tionne, Lisa, and a lawyer. (MCN ¶¶ 34, 39 (Pebbles 146:21-147:2); 45 (Tionne

16:18-17:21, 23:12-15)).

39. Tionne has said that during the meeting, the lawyer read the

Production and Publishing Agreements to her and Lisa, and the lawyer told them

the contracts were fair contracts. On that same day, Tionne and Lisa signed both

agreements. (TBOZ ¶ 11; MAL ¶¶ 42, 54(b)).

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40. Neither Tionne nor Lisa was given a copy of the signed contracts by

either Pebbles or the attorney. (TBOZ ¶ 12; MCN ¶¶ 49 (Tionne 23:18-24:2); 39

(Pebbles 177:22-178:16)).

41. When Chilli was added to the group, she also met with an attorney

from the Katz firm. (MCN ¶ 7, 9; CHILLI ¶ 8).

42. As Lisa and Tionne had already signed the deal with Pebbitone, Chilli

has said that there was little opportunity for her to further negotiate the deal. Chilli

signed the contracts. (CHILLI ¶¶ 8-9; MAL ¶ 55(a)).
43. Neither Pebbles nor Chilli’s attorneys gave Chilli copies of the signed

agreements. (CHILLI ¶ 10; MCN ¶ 39 (Pebbles 177:22-178:16)).

44. Pebbles’ companies handled communications with TLC’s lawyers on

behalf of the group. (TBOZ ¶ 18; CHILLI ¶ 15; MAL ¶ 54(a); MCN ¶¶ 48 (Chilli

60:10-61:25, 113:11-114:21), 49 (Tionne 16:18-17:21, 23:12-15, 29:15-21), 60

(Chilli 28:11-29:20), 62 (Lopes 24:22 – 26:17)).

45. At least until February 1993, bills for TLC’s legal work from the Katz

firm were sent to Pebbles, including when the bill was for attempted renegotiations

of TLC’s agreement with Pebbitone. (MCN ¶¶ 16, 26, 58, 59).

46. In December 1991, Jess Rosen, an attorney at the Katz firm, sent a

letter to PT Entertainment concerning a document prepared for TLC at PT

Entertainment’s request telling PT Entertainment to “advise the girls that each of

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them has the right to have these documents reviewed by counsel of her choice.”

(MCN ¶¶ 14, 15).
III. TLC’S PROFESSIONAL AGREEMENTS

47. Recording artists can earn money from, among other things, record

royalties, publishing royalties, and/or touring. Pebbles’ companies had a financial

interest in monies earned by TLC from record royalties, publishing royalties and

touring. (MAL ¶¶ 45(b), 45(d); ¶¶ 4 (p.150), 11 (p.183), 10 (p.229), 18, 42

(Pebbitone 116:25-119-17, 120:18-122:8), 60 (Chilli 130:16-131:2); CHILLI ¶ 13;
DIG ¶ 6).

48. Pebbles’ company Pebbitone acted as the production company in

between TLC and LaFace – an arrangement not shared by other artists signed to
LaFace at that time, a roster that included Toni Braxton, Outkast, and Usher.

(TBOZ ¶ 26; MCN ¶¶ 32 (p.6), 41 (LA Reid 34:12-36:18)).

49. Under the Recording Agreement between LaFace and Pebbitone,

LaFace was obligated to pay Pebbitone a royalty of 14.5% for each TLC record

sold with escalations up to 15%. (MCN ¶ 11 (p.183-184), 42 (Pebbitone 120:18-

121:23)).

50. Under the Production Agreement between Pebbitone and TLC,

Pebbitone was required to pay TLC 7% for each TLC record sold with escalations

up to 8%. (TBOZ ¶ 26; CHILLI ¶ 25; MCN ¶¶ 4 (p.147-150), 42 (Pebbitone

116:25-118:21)).

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51. Once TLC’s 7% rate was divided among three group members, each

group member received a 2.33% royalty rate, escalating to 2.66%. (TBOZ ¶ 26;

CHILLI ¶ 25; MCN ¶ 42 (Pebbitone 119:10-17)).

52. Pebbitone received roughly half of the royalties paid by LaFace for

TLC’s services, before any deductions for producers’ fees. (TBOZ ¶ 26; CHILLI ¶

25; MCN ¶ 42 (Pebbitone 121:24-122:8)).

53. The Recording and Production Agreements were structured so that all

recording costs were deducted from TLC’s share of royalties, not from Pebbitone’s
share of royalties. (TBOZ ¶ 28; CHILLI ¶ 26; MCN ¶¶ 4, 11, 42 (Pebbitone

128:10-17) 64 (Hearing Tr. 208:4-12)).

54. Expenses deducted from TLC’s share of royalties included, studio

time, sound mixing, advances, touring costs, snacks, auditions for a third member

of the group, TLC logo artwork, and the buyout of TLC’s former manager Ian

Burke’s management contract. (MCN ¶¶ 4 (p.147), 11 (p.193), 16 (1894, 1898-

900), 17).

55. TLC’s Production Agreement required them to make eight (8) albums

for Pebbitone, at least seven (7) of those for LaFace. (MCN ¶¶ 4, 11, 42

(Pebbitone 109:18-110:7)).

56. Under the Publishing Agreement, Pebbitone took more than 25% of

all TLC publishing royalties. (MCN ¶¶ 5, 23; TBOZ ¶ 27; CHILLI ¶ 27).

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57. The term of the Publishing Agreement also extended through eight

albums. (MCN ¶¶ 5, 42 (Pebbitone 109:18-110:7)).

58. For revenue earned by TLC from touring, merchandising, movies, or

television, Pebbles’ company PT Entertainment was entitled to a 20% commission

under the Management Agreement. (TBOZ ¶ 27; CHILLI ¶ 27; MCN ¶ 10 (p.229-

30)).

59. The Management Agreement provided for a one year term with PT

Entertainment having the exclusive option to renew the term for up to four
additional terms. (MCN ¶ 10).

60. The Management Agreement granted PT Entertainment power of

attorney for the group. (MCN ¶ 10 (p.228-29)

61. The Management Agreement granted PT Entertainment the authority

to designate a business manager and accountant to handle TLC’s finances. Only

subject to Pebbles’ approval could TLC hire its own business manager or

accountant. (MCN ¶ 10 (p.232)).

62. As Pebbitone owned the TLC trademark, any merchandising deal that

included the TLC trademark would require the approval of Pebbitone. (MCN ¶

18).

63. During the time Pebbitone was TLC’s manager, no merchandising

deals for TLC were made. (MCN ¶ 39 (Pebbles 172:11-175:6)).

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64. Lisa would later say of the contractual arrangement with Pebbles,

“The deal that we signed with Pebbles wasn’t a good or a bad deal. It’s the type of

deal that new artists get. The bad thing about the deal was that Pebbles had us

signed to so many deals. She just had her fingers in the pot all across the board.”

(MAL ¶¶ 45(c), 53).
IV. TLC’S RISE TO SUCCESS

65. Pebbles put TLC on a rigorous rehearsal and development schedule

for almost a year before they were seen by the public that dominated their time.
(MAL ¶ 56(a); TBOZ ¶ 14, 16; CHILLI ¶ 11; MCN ¶ 39 (Pebbles 12:6-7, 25:15-

21)).

66. The group members did not maintain jobs away from the group.
(TBOZ ¶ 14; CHILLI ¶ 11; MCN ¶ 39 (Pebbles 49:18-50:4, 53:2-10)).

67. TLC released its first album Ooooooohhh . . . On the TLC Tip in

February 1992. (TBOZ ¶ 19; CHILLI ¶¶ 18, 20)
68. The album went triple platinum – i.e. sold over 3 million records.

(MCN ¶ 39 (Pebbles 56:11-57:4); 41 (LA Reid 56:2-13)).

69. In the summer of 1992 the group went on its first national tour as the

opening act for MC Hammer. (TBOZ ¶ 19; CHILLI ¶ 18).

A. TLC’s Early Personal Struggles

70. Only a couple months after signing with Pebbitone, Chilli was kicked
out of TLC and in a June 7, 1991 letter, Pebbles’ representatives wrote to Chilli,

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“Pebbitone, Inc. and Pebbitone Music hereby exercise their right to terminate the

Production Agreement and Publishing Agreement as to your services thereunder.”

(TBOZ ¶ 17; CHILLI ¶ 16; MCN ¶¶ 12, 49 (Tionne 59:17-62:24)).

71. A month or so later, Chilli rejoined the group. (TBOZ ¶ 17; CHILLI

¶ 16; MCN ¶ 13).

72. Shortly after being allowed back into the group, Chilli learned she was

pregnant with TLC’s record producer, Dallas Austin’s baby, and had an abortion.

(CHILLI ¶ 17).
73. During the MC Hammer tour, Tionne had a severe sickle cell crisis.

Because Tionne could not perform, the group had to cancel multiple dates on the

tour. (MAL ¶ 56(b); TBOZ ¶¶ 20-21; CHILLI ¶ 19).
B. TLC’s Early Financial Struggles

74. In the year before the release of TLC’s debut album, TLC had no

revenue streams other than what was provided under their contracts with Pebbles’

companies. (TBOZ ¶ 15; CHILLI ¶ 12; MCN ¶ 42 (Pebbitone 72:3-13)).

75. Under the Production Agreement, in 1991 TLC received a $10,000

advance to be divided among three group members. (MCN ¶¶ 4, 16).

76. Under the Publishing Agreement, in 1991 Tionne and Lisa were paid

monthly publishing advances of $340 ($85 per week) and Chilli was paid a

monthly publishing advance of $153.33 ($38.33 per week), which totaled for the

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entire calendar year 1991, $8,232.67 in publishing advances. (TBOZ ¶ 15;

CHILLI ¶ 12; MCN ¶¶ 5, 6, 7, 20, 39 (Pebbles 201:11-15)).

77. Between publishing advances ($8,232.67) and advances on royalties

under the Production Agreement ($10,000), TLC received a total of $18,232.67

under the agreements with Pebbitone in 1991 to be split three ways. (MCN ¶¶ 4, 6,

7).

78. From these funds, Pebbles docked the pay of the members of TLC for

cursing or other violations of group rules. (TBOZ ¶ 16; CHILLI ¶ 12; MCN ¶¶ 20,
42 (Pebbitone 134:20-139:12), 48 (Chilli 60:10-61:25), 49 (Tionne 58:17-19)).

79. In 1992, the members of TLC collectively earned $115,000 to be split

three ways, based on $10,000 in advances under the Publishing Agreement, and

$105,000 in out-of-cycle advances on record royalties from LaFace paid through

Pebbitone. (MCN ¶¶ 20, 22- 24, 64 (Hearing Tr. 198:20-203:17)).

V. SPLIT FROM PEBBLES
80. After the 1992 tour, TLC grew frustrated that while they had become

world-renowned, platinum-selling recording artists, they had not received monies

beyond the $18,232.67 in 1991 and some of the $115,000 that would be paid in

1992. (TBOZ ¶ 22; CHILLI ¶ 20) (MCN ¶¶ 4, 6, 7).

81. TLC also objected to the control Pebbles exercised over their careers

and personal lives and believed they were kept in the dark concerning the

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particulars of their various agreements. (MAL ¶ 45(d); TBOZ ¶ 18, 23; CHILLI ¶

21; MCN ¶ 49 (Tionne 16:18-17:21, 23:18-24:2)).
82. The group grew frustrated after hearing from others that Pebbles had

received offers for television shows, movies, and other opportunities for the group,

but turned them down without first consulting the group. (TBOZ ¶ 24; CHILLI ¶

23; MAL ¶ 45(e)).

83. The group also grew angry at Pebbles failure to renegotiate their

agreements due to what they perceived as the many conflicts in Pebbles

relationship with the group and LaFace. (MAL ¶ 45(c), 53(a); TBOZ ¶ 29;

CHILLI ¶ 28; DIG ¶¶ 10-12)

84. At the end of the MC Hammer tour, Pebbles surprised the members of
TLC with new cars. TLC later learned that Pebbles purchased the cars without

their knowledge with the money TLC earned from the tour. (TBOZ ¶ 24; CHILLI

¶ 22; MCN ¶¶ 17, 48 (Chilli 55:14-56:20, 151:2-152:10)).
85. In early 1993, Chilli and Lisa took copies of their contracts from

Pebbitone’s offices, and along with Tionne, went to see a lawyer at the Katz firm

in order to have him explain the contracts to them. (TBOZ ¶ 25; CHILLI ¶ 24;

MCN ¶ 48 (Chilli 108:1-110:18)).

86. After the lawyer explained the contracts to the group members, TLC

better understood the nature of the relationships between the group, Pebbitone, and

LaFace. (TBOZ ¶¶ 25-29; CHILLI ¶¶ 24-28).

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87. TLC fired Pebbles as their manager in early 1993. (TBOZ ¶ 30;

CHILLI ¶ 29).

88. TLC and PT Entertainment did not reach a settlement of the

management agreement until June 1, 1994 (MCN ¶ 19).

VI. TLC’S SECOND ALBUM AND BANKRUPTCY

89. In 1994 the group released their second album CrazySexyCool, which

went on to sell over ten million records in its first two years. (MAL ¶¶ 45(g),

46(b); TBOZ ¶ 31; CHILLI ¶ 30; MCN ¶ 41(L.A. Reid 139:4-7)).

90. Despite an increase in earnings in 1993 due to out of cycle advances

from LaFace, TLC’s financial problems worsened in 1994 and 1995. (MCN ¶ 30;

MAL ¶¶ 57(a), 57(b)).
91. TLC was still signed to Pebbitone, which continued to receive the

same royalty percentage and portions of TLC’s advances under the Production and

Publishing Agreements as it did when Pebbles still managed the group. (MAL ¶
45(f); TBOZ ¶ 32; CHILLI ¶ 31; MCN ¶¶ 39 (Pebbles 227:14-229:16), 63

(Pebbles 48:23-25), 64 (Hearing Tr. 204:4-207:4)).

92. Pebbitone’s Vice President and General Manager Albert McKissack

testified that at least as of October 18, 1995, Pebbitone was operating as a “shell

company” for TLC projects. (MCN ¶¶ 28 (p.3366), 42 (Pebbitone 229:20-

231:21)).

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93. Efforts were made to renegotiate TLC’s Production and Recording

Agreements in 1994 and 1995, but no deal could be reached. (TBOZ ¶ 33;

CHILLI ¶ 31-32; DIG ¶ 13 MAL ¶ 57(c)).

94. On July 3, 1995, Tionne, Lisa, and Chilli filed for Chapter 11

bankruptcy protection. (TBOZ ¶ 33; CHILLI ¶ 33; MAL ¶ 57(a); MCN ¶ 30).

95. In the bankruptcy proceedings it was revealed that TLC collectively

had earned between $1.1 million and $1.3 million over the course of the four years

and four months they had been together. (MCN ¶¶ 42 (Pebbitone 190:9-191:2),
64 (Hearing Tr. 189:1-191:10)).

96. After deducting fees for lawyers, accountants, managers, and other

expenses, each member took home around $300,000 over this same four year

period. (MAL ¶¶ 45(g), 46(b), 57(b)).

97. In addition, TLC had a negative royalty balance to Pebbitone from

which future royalties would be charged in the amount of $827,695.12. (MCN ¶

30).

98. Pebbitone and LaFace moved to dismiss TLC’s bankruptcy filing

arguing, among other things, that the group filed for bankruptcy as a guise to get

out of their contracts. (MCN ¶ 30).

99. The bankruptcy court concluded in a published decision that the

members of TLC filed bankruptcy in “good faith” as they were each experiencing

“bona fide financial problems that warranted bankruptcy relief.” (MCN ¶ 30).

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100. Not long after the bankruptcy court’s ruling, the parties reached a

global settlement agreement that involved a payment to Pebbitone. (MAL ¶ 45(i);

TBOZ ¶ 34; CHILLI ¶ 34; MCN ¶ 42 (Pebbitone 53:14-61:3)).

101. Following the final split with Pebbles, TLC continued its run of great

success until 2002 when Lisa died tragically in a car accident in Honduras. (TBOZ

¶ 35; CHILLI ¶ 35-36).

VII. BEHIND THE MUSIC AND OTHER PRESS

102. TLC’s disputes with Pebbles were widely reported in the press in the

1990s and 2000s. (MAL ¶¶ 37-50).

103. The press reported that Pebbles “mismanaged [the group’s] business

affairs,” that “many industry observers said aloud that part of the blame [for TLC’s

financial struggles] was their deal with Pebbles Reid,” and that TLC received an

unusually low royalty rate even for a new act in its first record deal. (MAL ¶¶

40(f)-(i), 41(d), 43).

104. It was observed that “[a]cting as their manager, Reid advised the trio

to sign a production and publishing deal with Pebbitone and then negotiated her

own deal with her husband’s label,” and that “[t]he intermingling makes LaFace
like Motown for more reasons than the impact their music has.” (MAL ¶¶ 40(j),

41(c)).

105. The members of TLC were quoted in the press saying “When I went

to my lawyer, he told me my contract was fair, and we signed it. But it wasn’t fair.

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I can’t tell people what to do and what not to do. I just hope and pray you get an

honest lawyer, an honest manager and an honest record company.” (MAL ¶ 42).

106. Press reports and quotes from TLC indicated that Pebbitone, LaFace,

and Arista had treated TLC “like dirt;” that the industry in general was “full of

greedy individuals who take advantage of naïve young artists;” that their “advice to

any new artist about to sign a contract is, Baby, you better watch your back;” that

the group hopes they “go down in history for being something more than just

another famous act that got ripped off;” and that they’re “tired of watching
everybody cash in on [thei]r success but [them].” (MAL ¶¶ 40(a)-(e)).

107. Chilli was quoted in the press describing how she had been repeatedly

broken down by Pebbles, that “Pebbles gave me a complex,” that “she always

made me feel like I wasn’t up to par,” and that only in 1999 was she “95 percent

almost me again.” (MAL ¶¶ 41(a), 44).

108. In 1999, Viacom network VH1 created and aired a Behind the Music

documentary about the group that discussed the controversy with Pebbles. Pebbles

participated in the Behind the Music. (MAL ¶ 45).

109. VH1 filmed and retained interviews with Tionne, Lisa, Chilli,

Pebbles, L.A. Reid, Babyface, TLC’s bankruptcy counsel, and other people

intimately involved in TLC’s career for the documentary. (MAL ¶¶ 51-58).

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110. In Lisa’s interview, she said of the contractual arrangement, “Not only

were we signed to publishing, production, then we signed to LA Reid, and I mean

there were just conflicts of interest in everything. Everything.” (MAL ¶ 53).

111. In Tionne’s interview, she said “Pebbles was very controlling . . . she

would not allow us to talk to the lawyers at first, the record company, we were not

allowed to talk to anyone, so there was no way we would have learned anything,

we couldn’t talk to anybody, we didn’t know anything.” (MAL ¶ 54(a)).

112. In Babyface’s interview, he acknowledged that TLC’s financial
difficulties “probably came down to there not being a really good deal set up for

them in the beginning.” (MAL ¶ 58).

113. In 2007, VH1 created a documentary on Lisa Lopes’s life called The

Last Days of Left Eye about Lisa’s life, which also discussed the controversy with

Pebbles and TLC’s financial struggles. (MAL ¶ 46).

114. In music journalist Roni Sarig’s 2007 book chronicling the rise of

Southern Hip-Hop, Third Coast: OutKast, Timbaland, & How Hip-Hop Became a

Southern Thing, in discussing TLC’s contractual relationship with Pebbitone and

LaFace, Sarig wrote, “even by the music business’ ethically lax standards, [the

relationship] was astonishingly conflicted: together, the Reid household triple-

dipped into TLC’s finances as the group’s manager, production company head, and

label head.” (MCN ¶ 31)

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115. Over the last 20 years Pebbles has acknowledged that she has been

described as an “evil crook,” “criminal,” “thief,” “culprit,” “unfair person,” “liar,”

“fall guy,” “villainess,” and that people have said she “h[e]ld [TLC] back” and

“took [TLC’s] money.” (MCN ¶¶ 35, 39-40 (Pebbles, 222:7-14, 322:15-325:4,

328:4-329:2, 330:25-331:4); MAL ¶¶ 39(b), 49(a), 50(c)).

116. Over the last 20 years, Pebbles never sued any of the above

publications or entities identified in Paragraphs 100-113 concerning the published

statements, nor did she seek any corrections. (MAL ¶ 49(b), MCN ¶ 39 (Pebbles
370:25-371:10)).

VIII. THE TLC MOVIE

117. In 2011, as Tionne, Chilli, and their longtime manager, Bill Diggins

(“Diggins”) prepared for the 20th anniversary of the release of TLC’s debut album,

they and VH1 agreed to commemorate the occasion by producing a scripted

docudrama about TLC from the surviving group members’ perspectives. (MAL ¶

5; TBOZ ¶ 36; CHILLI ¶ 37; DIG ¶ 16).

118. A docudrama is a scripted movie that uses actors, created dialogue

and compressed events. (LAN ¶ 19-22).

119. Tionne and Chilli agreed to be consultants and Executive Producers

on the project, whereby Tionne and Chilli would serve as the primary source

material for the script and take an active role in development and production.

(MAL ¶¶ 8-9; TBOZ ¶ 37; CHILLI ¶ 38).

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120. Diggins agreed to be a consultant and Executive Producers that would

serve in multiple roles, including assisting in any sort of music clearance issues

that could arise in the production, coordinating meetings and access to Tionne,

Chilli, and other relevant industry contacts. (MAL ¶¶ 8, 10).

121. Viacom selected Maggie Malina (“Malina”) to serve as an Executive

Producer, and she was responsible for finding a screenwriter, developing a

screenplay with Chilli and Tionne and overseeing the creative execution of the

project during production. (MAL ¶ 7).
122. Viacom, in consultation with Malina, Tionne, Chilli, and Diggins,

hired Lanier to write the screenplay for the Movie. (MAL¶ 11; LAN ¶¶ 3-5).

123. Viacom hired Alex Motlagh (“Motlagh”) and his Atlanta-based

production company, POPcom, LLC, to serve as an additional Executive Producer,

and to coordinate production and filming, and assist with all production related

activities for the Movie. (MAL ¶ 12).

124. Viacom hired Charles Stone (“Stone”) to direct the Movie. (MAL ¶

13).

125. Malina, Lanier, Diggins, Chilli, Tionne, Motlagh, Stone, various

individuals at Viacom and POPcom, and other independent contractors formed the

production team for the TLC movie (the “production team”). (MAL ¶ 14).

126. In preparation for writing the script for the Movie, Malina arranged

for Lanier to meet with Tionne, Chilli, and Diggins in order to gather primary

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source material and to hear their perspectives on their lives, on their journey, and

on the various stories about the group. (MAL ¶ 15; LAN ¶¶ 6-9; TBOZ ¶ 38;

CHILLI ¶ 39; DIG ¶ 19)

127. After meeting with Tionne, Chilli, and Diggins, Lanier drafted an

outline for a docudrama, and on February 3, 2012, sent the outline to Malina who

circulated it to Viacom executives and Diggins, who forwarded it to Tionne and

Chilli. (MAL ¶ 16; LAN ¶¶ 10)

128. Shortly after Lanier was given the green light to begin writing a first
draft of a script, Viacom arranged for Lanier to meet with Tionne and Chilli again

for two days at the Beverly Hills Hotel in Los Angeles to provide her with further

source material. (LAN ¶ 11; MAL ¶ 17; TBOZ ¶ 38; CHILLI ¶ 39; DIG ¶ 19).

129. At Chilli’s suggestion, Lanier met with Dallas to discuss the group

and his role therewith, as well as his relationship with Chilli. (LAN ¶ 12).

130. Viacom personnel also sent Lanier various materials to review in

preparation for writing the movie including VH1’s 1999 Behind the Music

documentary on TLC, and VH1’s 2007 documentary, The Last Days of Left Eye.

(MAL ¶¶ 18, 45, 46; LAN ¶ 6).

131. On May 10, 2012, Lanier completed and sent the first draft of the

script to Malina who circulated it to various Viacom executives and to Diggins

with a cover note at Lanier’s request, reminding everyone, “but especially Chilli

and Tionne, ”that “in order to shape three incredible lives into a manage[a]ble

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screenplay, certain things may have been compressed, composited, and otherwise

changed from how they may have actually happened. She did this with Tina

Turner’s life story and with other life stories she has turned into screenplays. She

hopes that any liberties taken for story structure will be acc[e]ptable.” (MAL ¶ 19;

LAN ¶¶ 14, 19-22).

132. Over the next several months, Lanier, Malina, Tionne, Chilli, Diggins,

and later, Motlagh and Stone (together, the “production team”) had multiple email

and phone communications about revisions to the script. (MAL ¶ 20, LAN ¶¶ 15,
16, 19; CHILLI ¶ 39; TBOZ ¶ 38; DIG ¶ 19).

133. Both in calls and in emails to the production team, Tionne and Chilli

provided notes that Kate used to revise the script. (MAL ¶¶ 21-24; LAN ¶ 15, 19;

CHILLI ¶ 39; TBOZ ¶ 38; DIG ¶ 19).

134. The production team was familiar with TLC’s story through having

read the press and seen VH1 documentaries, and Tionne and Chilli’s stories were

consistent with what had previously been told about the group. (MAL ¶ 32; LAN

¶¶ 4-5).

135. Including the first draft, between May 10, 2012 and the premier of the

movie in October 2013, Lanier and Malina exchanged 14 drafts of the script, 6

drafts of scripts for voiceover and automated dialogue replacement (“ADR”), and 5

drafts of additional scenes to shoot during post-production. (MAL ¶ 30; LAN ¶

16).

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136. With the exception of a few drafts that required immediate revision,

Malina circulated these drafts to Tionne, Chilli and the rest of the production team

for comment. (MAL ¶ 31; LAN ¶ 16)

137. Tionne and Chilli told Lanier and Malina that Pebbles made important

contributions to their career, but that she also caused many problems for the group.

(MAL ¶ 73; LAN ¶¶ 23-25)

138. Tionne and Chilli told Lanier and Malina that “they did sit down with

lawyers before signing their contracts, but the lawyers repped [represented]
Pebbles and LA.” (MAL ¶¶ 22-23; LAN ¶ 27; TBOZ ¶¶ 43-44; CHILLI ¶¶ 47-48;

MCN ¶ 43 (87:3-11; 221:7-21)).

139. Tionne and Chilli told Lanier that Pebbles paid them $25 per week in

the year prior to the release of their first album. (LAN ¶ 28; TBOZ ¶¶ 15, 45;

CHILLI ¶¶ 12, 49).

140. Tionne and Chilli told Lanier that Pebbles actively discouraged them

from contacting their lawyers and obtaining copies of their contracts and that on

more than one occasion, they asked Pebbles for copies of their contracts, and

instead of providing them, Pebbles acted offended and asked them, “You don’t

trust me?” (LAN ¶ 29; TBOZ ¶ 23; CHILLI ¶¶ 21, 24).

141. Chilli told Lanier that eventually, the group had to steal their contracts

from Pebbles’ office just so they could take them to their lawyer to find out why

they were not making any money. (MAL ¶ 87; LAN ¶ 29; CHILLI ¶ 24).

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142. Lanier, Malina, and the rest of the production team believed Tionne’s

and Chilli’s story completely, including the above statements, and had no reason to

doubt the truth of what they told them. (MAL ¶¶ 32, 59, 72, 77, 90; LAN ¶¶ 26-

28, 30, 32; MCN ¶¶ 44 (Malina 182:1-183:18); 43 (Lanier 59:8-15, 76:9-25,

100:1-21)).

143. The production team performed additional research to corroborate

much of what Tionne and Chilli told them, including gathering materials that have

been widely available to the public, and collecting other materials that were in
Viacom’s archives such as the raw footage from the Behind the Music

documentary. (MAL ¶¶ 32-59; DIG ¶ 20; see supra ¶¶ 102-113, 115-116).

144. These materials were shared with various individuals on the

production team and reviewed during the production. (MAL ¶¶ 33, 59).

145. On occasion the production team circulated emails with lists of

materials gathered. (MAL ¶¶ 33).

146. The script was shared with Dallas because he is the father of Chilli’s

son. (DIG ¶ 20; MAL ¶ 35; CHILLI ¶ 39-40,; MCN ¶¶ 45 (Diggins 203:23-

204:25), 43 (Malina 253:11-256:5)).

147. The script was shared with Joel Katz, TLC’s current counsel, and the

attorney who’s law firm represented TLC at the time they signed their contracts

with Pebbles. (DIG ¶¶ 21-25; MAL ¶ 36).

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148. Neither Dallas nor Joel Katz pointed out any inaccuracies in the script.

(DIG ¶¶ 20, 25; MAL ¶ 36).

149. Principal photography for the Movie took place in March and early

April 2013. (MAL ¶ 60).

150. After principal photography, during post-production, the production

team – including Tionne, Chilli, and Diggins worked with the movie’s editor,

reviewing cuts of the movie and providing notes on how to streamline the story,

where to add music, where additional scenes or voiceover was needed, and where
certain scenes should be cut or replaced. (MAL ¶¶ 60-64; LAN ¶¶ 15, 19;

CHILLI ¶ 39; TBOZ ¶ 38; DIG ¶ 19).

151. Early in the process, Lanier and the rest of the production team

determined that Tionne and Chilli would be the narrators because the story was

being told from their perspectives. (MAL ¶ 64)

152. The first line of the movie is “Here’s what I remember.” (MAL ¶¶ 29,

64, Ex. 25; MCN ¶ 43 (Lanier 86:16-87:7)).

153. On October 21, 2013, VH1 premiered CrazySexyCool: The TLC

Story. (MAL ¶¶ 65-72, 79-90).

154. Six months later, on April 25, 2014, Pebbles filed this action,

asserting one count of defamation alleging that certain scenes from the Movie

along with “body language, and facial expressions in each scene” create fifteen

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false and defamatory implications concerning her. (Compl. ¶¶ 122, 124 (a)-(o);

MCN ¶ 36).

IX. DAMAGES:

155. Pebbles did not suffer any lost earnings as a result of the TLC movie,
Redacted . (MCN ¶¶

37, 38, 39 (Pebbles 301:10-15), 42 (Pebbitone 38:12-25)).

156. Pebbitone’s Vice President and General Manager, Albert McKissack

testified Redacted

(MCN ¶ 42 (Pebbitone 38:12-25)).

157. Pebbles did not lose any contractual or business opportunities due to

the Movie. With the exception of a short stint as a judge on a talent search show in
2011, Pebbles has not worked for at least the four years prior to the Movie. (MCN

¶ 39 (Pebbles 286:8-288:23, 302:13-304:24)).

158. Pebbles suffered no medical or psychological damage as a result of
the Movie, and any emotional distress she suffered relates to events from the

1990s. (MCN ¶¶ 38, 39 (Pebbles 318:3-320:15)).

159. Pebbles admits that any damage to her reputation occurred long before

the publication of the Movie. (MAL ¶ 41(b), 45(h)-(i); MCN ¶¶ 36, 39 (Pebbles,

222:7-14, 322:15-325:4, 328:4-329:2, 330:25-331:4)).

160. Redacted

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161. Redacted

162. Redacted

163. Redacted

164. Redacted

DATED: September 23, 2015 Respectfully submitted,

/s/ Elizabeth A. McNamara
Elizabeth A. McNamara (pro hac vice)
Jeremy A. Chase (pro hac vice)
DAVIS WRIGHT TREMAINE LLP
1251 Avenue of the Americas, 21st Floor
New York, New York 10020
Tel: (212) 489-8230

29
Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 30 of 32

E-mail: lizmcnamara@dwt.com
jeremychase@dwt.com
Attorneys for Defendants
Walter H. Bush
Georgia Bar No. 098825
Christopher B. Freeman
Georgia Bar No. 140867
CARLTON FIELDS JORDEN BURT, P.A.
One Atlantic Center
1201 W. Peachtree St. N.W.,
Ste. 3000
Atlanta, Georgia 30309-3455
Tel: (404) 815-2705
E-mail: wbush@carltonfields.com
cfreeman@carltonfields.com
Attorneys for Defendants

30
Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 31 of 32

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT GEORGIA
ATLANTA DIVISION
X

PERRI “PEBBLES” REID, :
:
Plaintiff, :
:
- against - : Case No. 1:14-cv-01252-MHC
:
VIACOM INTERNATIONAL INC. :
VIACOM INC., and KATE LANIER, :
:
Defendants. :
X

RULE 7.1D CERTIFICATE OF COMPLIANCE

Counsel for Defendants hereby certifies that the foregoing has been prepared

with one of the font and point selections approved by the Court in LR 5.1B: Times

New Roman (14 point).

Submitted this 23rd day of September, 2015.

/s/ Elizabeth A. McNamara
Elizabeth A. McNamara (pro hac vice)
Jeremy A. Chase (pro hac vice)
DAVIS WRIGHT TREMAINE LLP
1251 Avenue of the Americas, 21st Floor
New York, New York 10020
Tel: (212) 489-8230
E-mail: lizmcnamara@dwt.com
jeremychase@dwt.com

Attorneys for Defendants
Walter H. Bush
Georgia Bar No. 098825
Christopher B. Freeman
Georgia Bar No. 140867
CARLTON FIELDS JORDEN BURT, P.A.
Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 32 of 32

One Atlantic Center
1201 W. Peachtree St. N.W.,
Ste. 3000
Atlanta, Georgia 30309-3455
Tel: (404) 815-2705
E-mail: wbush@carltonfields.com
cfreeman@carltonfields.com

Attorneys for Defendants

32