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1 STEVEN N.

BERGER, SBA #009613
SCOTT B. COHEN, SBA #014377
2 PATRICK A. CLISHAM, SBA #023154
ENGELMAN BERGER, P.C.
3 3636 NORTH CENTRAL AVENUE, SUITE 700
PHOENIX, ARIZONA 85012
_____________
4 Ph: (602) 271-9090
Fax: (602) 222-4999
5 Email: tel@eblawyers.com
Email: snb@eblawyers.com
Email: pac@eblawyers.com
6 _____________

7 Attorneys for Plaintiff/Debtor
J Wick Productions, LLC
8

9 IN THE UNITED STATES BANKRUPTCY COURT
10 FOR THE DISTRICT OF ARIZONA
11 In re: Chapter 11
12 MJW FILMS, LLC, and Jointly administered under
J WICK PRODUCTIONS, LLC Case No. 2:18-bk-12874-SHG
13
Debtors. Case No.: 2:18-bk-12874-SHG
14 Case No.: 2:18-bk-12875-PS
15
J WICK PRODUCTIONS, LLC, a Adv. No. ____________________
16 Delaware limited liability company,

17 Plaintiff, COMPLAINT TO: (I) COMPEL
TURNOVER OF ESTATE PROPERTY; (II)
18 v. AVOID PREFERENTIAL TRANSFERS; (III)
OBJECT TO THE ALLOWANCE OF
19 MICHAEL SINGER, an individual CLAIM(S) DETERMINE EXTENT,
VALIDITY, AND PRIORITY OF ANY
20 Defendant. ALLEGED LIEN AND ALLOWANCE OF
CLAIM(S); AND (VI) EQUITABLY
21 SUBORDINATE CLAIM

22

23 J Wick Productions, LLC (“J Wick”) for its claims for relief against Defendant Michael
24 Singer (“Singer”) alleges as follows:
25 INTRODUCTION
26 J Wick brings this complaint to compel the turnover of approximately $1.74 million of funds
27 comprising property of the estate that have been improperly withheld from J Wick through the hyper

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1 aggressive litigation tactics of Singer. As more fully described in a separate complaint filed by jointly

2 administered debtor and affiliate MJW Films, LLC (“MJW” and together with J Wick, “Debtors”),

3 Singer, despite holding no direct legitimate claim against J Wick, has sued J Wick and various

4 defendants in litigation in California with the single aim of stepping over the priorities and interests of

5 the creditors of MJW and J Wick by attaching revenues due to J Wick. There are multiple claimants

6 and beneficial claimants on this fund, all of whom have superior rights to Singer. This litigation is

7 brought to ensure that no single creditor can usurp relative debt priorities and misappropriate assets

8 for his personal benefit.

9 BACKGROUND OF J WICK’S INDIRECT RELATIONSHIP WITH SINGER

10 1. MJW was formed to produce quality movies. Its work is sometimes completed
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ENGELMAN BERGER, P.C.

11 through specific subsidiaries formed for each discrete project in light of discrete investors, talent, and
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12 distribution agreements.

13 2. MJW formed J Wick, for the financing and production of what would eventually

14 become the hit film John Wick, a film starring Keanu Reeves that was received positively by

15 audiences and critics alike.

16 3. MJW holds only a 50% ownership interest in J Wick.

17 4. The remaining 50% ownership interest in J Wick is held by arms-length, non-bankrupt

18 Michigan investor, Sam X. Eyde.

19 5. Mr. Eyde received his 50% interest in exchange for guaranteeing an approximately

20 $7,000,000 loan, which was required to complete John Wick and render it as a marketable

21 commercial film.

22 6. In 2014, MJW ran short of operating cash for one of its projects.

23 7. To resolve its short term cash needs, MJW turned to Singer, a hard-money lender in

24 the movie industry for a short-term loan of $235,000.00 (the “Singer Loan”).

25 8. Singer has thereafter used all his means to leverage the relatively small $235,000

26 unsecured Singer Loan to MJW into an alleged secured claim of more than $2.3 million against not

27 only MJW, but also J Wick (MJW has separately filed for relief from Singer’s actions against its

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1 respective assets).

2 9. As part and parcel of his attempt to leverage a settlement, Singer has tried to extend his

3 claims against MJW to J Wick, as if they were the same entity, despite the fact that J Wick has

4 different and distinct shareholders, creditors and obligations.

5 10. Singer has sought to exercise considerable pressure (as a self-described “multi-centric

6 millionaire” litigant holding a relatively unlimited war chest) against the financially strapped Debtors

7 to extract concessions from them and extraordinary relief through litigation before the California

8 Superior Court, County of Los Angeles (the “California Court”).

9 11. On information and belief, Singer is motivated by ill-will toward one of the principals

10 of MJW (which he has indiscriminately imputed to J Wick, other affiliates of MJW, and all of their
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11 creditors and investors). Singer’s aim is to strip J Wick and its legitimate creditors and interest
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12 holders from realizing recovery from revenues that are otherwise due to J Wick from the revenues of

13 the film John Wick.

14 12. Singer sought and continues to seek to assert his advantage in a “race to the

15 courthouse” against all other creditors and equity holders in contravention of the fair and equitable

16 requirements of the distribution priorities under the Bankruptcy Code and applicable law.

17 13. In light of the foregoing, this adversary proceeding prays for: (1) turn over of monies

18 held constructively by Singer pursuant to 11 U.S.C. §§ 105, 541 and 542; (2) avoidance and recovery

19 for the benefit of its estate of any inchoate liens and interests Singer may claim as to the assets of J

20 Wick pursuant to 11 U.S.C. §§ 544 et seq., 547 and 550; (3) determination of the extent, validity, and

21 priority of Singer’s claims against J Wick and its estate assets; and (4) equitable subordination of

22 Singer’s alleged claim, in whole or in part.

23 14. This adversary proceeding serves as an objection to Singer’s claim as scheduled on J

24 Wick’s bankruptcy schedules as well as any subsequent proof of claim that may be filed by Singer.

25 PARTIES, JURISDICTION, AND VENUE

26 15. On October 22, 2018 (the “Petition Date”), J Wick filed a voluntary petition for relief

27 under chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). Since the Petition Date, J

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1 Wick has remained in possession of its assets (except those improperly distrained by and at the behest

2 of Singer) and continues to operate its businesses as a debtor-in-possession in accordance with

3 11 U.S.C. §§ 1107 and 1108. J Wick has all of the rights and powers of a trustee in bankruptcy

4 pursuant to 11 U.S.C. § 1107(a).

5 16. J Wick is a Delaware limited liability company registered to do business in Arizona as

6 a foreign entity with the Arizona Corporation Commission and with its principal place of business in

7 Gilbert, Arizona.

8 17. Singer is an individual residing in the state of California.

9 18. Singer loaned monies to MJW and asserted claims against J Wick prior to the Petition

10 Date.
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ENGELMAN BERGER, P.C.

11 19. This Court has subject matter jurisdiction pursuant to 28 U.S.C. §§ 157(b) and 1334
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12 (a) and (b).

13 20. This adversary proceeding constitutes a core proceeding within the meaning of

14 28 U.S.C. § 157(b)(2)(A), (B), (E), (F), (G), (H), (K) & (O). J Wick consents to final judgment by

15 the United States Bankruptcy Court as to the matters raised herein.

16 21. Singer asserts an invalid and/or avoidable secured claim against, among other things, J

17 Wick’s income stream from John Wick, which constitutes property of J Wick’s bankruptcy estate.

18 22. This Complaint arises under Chapter 5 of Title 11 of the United States Code,

19 specifically 11 U.S.C. §§ 502, 506(d), 541, 542, 544, 547, and 550.

20 23. Resolving these causes of action is a necessary step in the allowance or disallowance

21 of Singer’s claims, determining the validity of any asserted liens, and formulating equitable

22 distribution among all creditors.

23 24. J Wick’s reorganization case is properly venued in the Phoenix Division of the United

24 States Bankruptcy Court for the District of Arizona. As such, venue is proper for this Adversary.

25 BACKGROUND ALLEGATIONS COMMON TO ALL COUNTS

26 25. In approximately July of 2013, Mike Witherill (“Witherill”) and John Glassgow

27 (“Glassgow”) formed MJW with Witherill serving as its Chief Operating Officer and Glassgow as its

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1 Chief Financial Officer. MJW was formed to produce motion pictures.

2 26. In 2013, MJW caused J Wick to be formed in order to produce John Wick.

3 27. While John Wick was in production, MJW and certain others separately formed an

4 entity called Stuck Productions, LLC (“Stuck Productions”), an entity formed to produce a film called

5 Stuck.

6 28. The film Stuck was primarily produced on a budget financed by third party loans to

7 Stuck Productions with MJW as co-borrower or guarantor. Stuck was filmed in 2014 after primary

8 production of John Wick, and wrapped production just prior to the John Wick release.

9 29. During the production of Stuck, MJW and Stuck Productions experienced a series of

10 financial setbacks including a shortfall in funding at the very end of Stuck’s production which
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11 threatened Stuck Productions’ ability to make union production payroll that could potentially shut-
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12 down filming.

13 30. MJW bridged Stuck’s financial gap by undertaking the Singer Loan for the benefit of

14 Stuck Productions.

15 31. True and correct copies of the Singer Loan documents are attached hereto collectively

16 as Exhibit A.

17 32. Witherill guaranteed the Singer Loan.

18 33. MJW subsequently defaulted under the terms of the Singer Loan.

19 34. On October 7, 2014, Singer sued MJW and Witherill in the California Court in a case

20 styled as Singer v. MJW Films, LLC, et al, Case No. BC559972 (the “Singer Judgment Action”) in

21 order to collect the Singer Loan from MJW and Witherill.

22 35. On information and belief, on or after October 22, 2014, the parties exchanged

23 signatures to a Settlement Agreement dated October 10, 2014 (“Singer Settlement Agreement”)

24 pursuant to which MJW and Witherill jointly agreed to pay a total settlement sum of $700,000 to

25 Singer in order to satisfy MJW’s and Witherill’s obligations for the Singer Loan and an additional

26 approximately $1.44 million of claims alleged by Singer against Witherill arising in connection with a

27 prior film project that did not involve MJW (the “Singer H&W Claims”).

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1 36. A true and correct copy of the Singer Settlement Agreement is attached hereto as

2 Exhibit B.

3 37. The Singer Settlement Agreement further required MJW and Witherill to execute and

4 deliver a “pocket judgment” to Singer providing for a judgment against both MJW and Witherill in

5 favor of Singer in the collective amount of $2 million (the “Singer Judgment”) that Singer was

6 entitled to lodge with the California Court upon default by MJW and Witherill under the terms of the

7 Singer Settlement Agreement.

8 38. MJW and Witherill were unable to timely raise the funds necessary to satisfy their

9 obligations under the Singer Settlement agreement and Singer subsequently lodged and obtained

10 entry of the Singer Judgment on November 7, 2014.
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11 39. A true and correct copy of the Singer Judgment is attached hereto as Exhibit C.
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12 40. On December 27, 2016, Singer subsequently filed a complaint (the “Singer

13 Complaint”) to initiate a supplemental proceeding before the California Court in a case styled as

14 Singer v. MJW Films, LLC, et al, Case No. BC 644917 (the “Singer Enforcement Action”) against

15 MJW, Witherill, and certain third parties including, among others, J Wick, Freeway CAMA B.V., and

16 Freeway Entertainment Group B.V. (collectively, “Freeway”). A true and correct copy of the Singer

17 Complaint is attached hereto as Exhibit D.

18 41. Through the Singer Enforcement Action, Singer sought to enforce the Singer

19 Judgment and, among other things, directly and improperly reach John Wick’s revenues payable

20 directly to J Wick under that certain Collection Account and Management Agreement (“CAMA”)

21 between and among J Wick, and certain third parties involved in the production of John Wick.

22 42. The CAMA is consistent with common practice in the film industry, under which a

23 third party collection and payment agent is retained to collect and distribute proceeds of a film to the

24 various persons and entities that are entitled to share in the income stream.

25 43. In response to Singer’s efforts in the Singer Enforcement Action, Freeway filed a

26 cross-complaint for interpleader and has subsequently deposited approximately $1.754 million with

27 the California Court (the “Interpleader Funds”)

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1 44. There are additional funds in the CAMA in which J Wick holds an interest, which are

2 subject to claims of other creditors and interest holders, and additional funds will continue to be

3 deposited in the CAMA for the benefit of J Wick, as additional royalties and other payments due are

4 received.

5 45. On or about September 19, 2018, Scott Weisenberger, a creditor of J Wick, sought to

6 intervene in the Singer Enforcement Action in order to protect his interests in the Interpleader Funds.

7 46. On October 17, 2018, the California Court issued a minute entry (the “Weisenberger

8 Order”) denying Weisenberger’s request to intervene. A true and correct copy of the Weisenberger

9 Order is attached hereto as Exhibit E.

10 47. The California Court indicated in denying the intervention request that, among other
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ENGELMAN BERGER, P.C.

11 things, that “[t]his court is not a bankruptcy court.” See Exhibit E.
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12 48. As of the entry of the Weisenberger Order, the California Court had under advisement

13 a form of order lodged by Singer pursuant to which the California Court was to order the foreclosure

14 sale of MJW’s interests in J Wick.

15 49. As of the Petition Date, the California Court’s docket for the Singer Enforcement

16 Action did not reflect entry of the under advisement order.

17 50. As of the Petition Date, the Singer Enforcement Action was stayed with respect to the

18 Debtors and the property of their bankruptcy estates.

19 51. Following the Petition Date, counsel for Singer served a form of order of foreclosure

20 purportedly entered by the California Court on or about October 18, 2018 ordering the sale of MJW’s

21 interests in J Wick (the “Foreclosure Procedure Order”).

22 52. The property of J Wick’s bankruptcy estate includes, among other things, its interests

23 in the Interpleader Funds.

24 53. On information and belief, Singer asserts an interest in the Interpleader Funds.

25 54. On information and belief, Singer asserts a claim against J Wick of more than $2.3

26 million.

27 55. J Wick objects to any claim by Singer as to J Wick and its estate and requests

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1 disallowance of the same.

2 56. Some or all of the Singer Judgment is avoidable pursuant to 11 U.S.C. § 544(b) and

3 A.R.S. § 44-1001 et seq. MJW has separately filed an adversary proceeding to avoid its obligations

4 to Singer under the Singer Judgment.

5 COUNT I
Injunctive Relief to Compel Turnover of Interpleader Funds
6 Pursuant to 11 U.S.C. §§ 105, 541, and 542 and Enforce Automatic Stay.
7 57. J Wick incorporates by reference the allegations set forth in the preceding paragraphs

8 as if fully restated herein.

9 58. In the Singer Complaint, Singer asserts eight counts against all named defendants,

10 including MJW and J Wick: (1) seeking garnishment as to Freeway and J Wick to attach obligations
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11 of such parties to MJW; (2) accounting by all defendants as to monies owed to MJW and Witherill;
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12 (3) imposing a constructive trust on any property, rents, issues or profits in the possession of the

13 defendants that directly or indirectly belong to MJW or Witherill (defined by Singer as “Funds”); (4)

14 conversion claims against defendants in connection with allegedly improper disbursements of CAMA

15 funds by Freeway in 2016; (5) injunctive relief determining that Singer may execute upon the Funds;

16 (6) claims for fraud and deceit in the handling of the Funds; (7) fraudulent transfer claims seeking to

17 avoid and recover Funds as actually and constructively fraudulent; and (8) unjust enrichment claims

18 for defendants’ collective failure to turn over the Funds to Singer.

19 59. Singer’s prosecution of claims against Freeway resulted in Freeway depositing the

20 Interpleader Funds with the California Court.

21 60. Singer’s actions have deprived J Wick of its rightful use and access of and to the

22 Interpleader Funds.

23 61. J Wick has separate and discrete interest holders from those in MJW, all of whom are

24 entitled to have their claims paid in accordance with the relative bankruptcy priorities of their interest,

25 and all of whom will be prejudiced if the Singer Enforcement Action is permitted to improperly

26 distrain funds payable to J Wick.

27 62. Other than J Wick, none of the defendants in the Singer Enforcement Action claim an

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1 interest in the Interpleader Funds.

2 63. As a result of the Singer Enforcement Action, Singer is constructively holding the

3 Interpleader Funds.

4 64. Pursuant to 11 U.S.C. §§ 541 and 542 Singer is required to cooperate with the turnover

5 of the Interpleader Funds to J Wick for the benefit of its bankruptcy estate.

6 65. On information and belief, Singer refuses to cooperate with the turnover of the

7 Interpleader Funds to J Wick, which are property of the J Wick estate, in violation of the automatic

8 stay under 11 U.S.C. §362.

9 WHERFORE, J Wick requests that this Court enter judgment in its favor and against Singer

10 on Count I granting injunctive relief (i) determining that the Interpleader Funds and all future
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11 revenues payable to J Wick under the CAMA comprise assets of the J Wick’s bankruptcy estate; (ii)
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12 compelling Singer to cooperate with the turnover of the Interpleader Funds 1; and (iii) awarding J

13 Wick appropriate damages for Singer’s willful violation of the automatic stay.

14 COUNT II
Avoidance of and Recovery of Preferential Transfer and Exercise of Strong-Arm Powers
15 Pursuant to 11 U.S.C. §§ 544 et. Seq., 547 and 550
16 66. J Wick incorporates by reference the allegations set forth in the preceding paragraphs

17 as if fully set forth herein.

18 67. The Foreclosure Procedure Order is alleged to have been entered on October 18, 2018,

19 within ninety days prior to the Petition Date. 2

20 68. Singer purported to be a creditor of J Wick at the time of the entry of the Foreclosure

21 Procedure Order.

22 69. On information and belief, Singer alleges that the Foreclosure Procedure Order

23 resulted in an inchoate lien in favor of Singer as to MJW’s 50% interest in J Wick and the revenues

24 1
On information and belief, the California Court will abide by an order of this Court requiring
turnover of funds in its registry to this Court’s registry or to J Wick as debtor-in-possession as may be
25
ordered. Debtors reserve the right to seek process as to the California Court as a nominal party or a
26 “custodian” of such interpleaded funds.
2
In the event it is determined that the Foreclosure Procedure Order was entered after the Petition Date
27 nunc pro tunc, MJW reserves its right to pursue avoidance of the order pursuant to 11 U.S.C. § 549.

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1 from John Wick otherwise payable to J Wick under the CAMA (the “Lien Transfer”).

2 70. The Lien Transfer was made to or for the benefit of Singer, within the meaning of

3 11 U.S.C. § 547(b)(1), because the Lien Transfer purportedly arose on account of an antecedent debt

4 then allegedly owed by J Wick to Singer.

5 71. J Wick is presumed to have been insolvent at the time of the Lien Transfer pursuant to

6 11 U.S.C. § 547(f).

7 72. The Lien Transfer, if maintained, would enable Singer to receive more on account of

8 antecedent debts owed by J Wick than Singer would have received if, as of the date of the Lien

9 Transfer, J Wick had commenced a case under chapter 7 of the Bankruptcy Code, the Lien Transfer

10 had not been made, and Singer received payment on account of the corresponding antecedent debt to
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11 the extent provided by the provisions of the Bankruptcy Code.
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12 73. To the extent any lien or inchoate lien has been granted to or for the benefit of Singer

13 as to his claims, such lien is inferior to that of J Wick as debtor-in-possession under § 544 of the

14 Bankruptcy Code.

15 WHEREFORE, J Wick requests that this Court enter judgment in its favor and against

16 Singer on Count II as follows: (i) declaring that the Lien Transfer is an avoidable preference

17 pursuant to 11 U.S.C. § 547(b); (ii) declaring that J Wick may recover the Lien Transfer from Singer

18 pursuant to 11 U.S.C. § 550 for the benefit of its estate; (iii) declaring that any lien or inchoate lien

19 that has been granted to or for the benefit of Singer as to his claims is inferior to that of J Wick as

20 debtor-in-possession under § 544 of the Bankruptcy Code; and (iv) granting such other and further

21 relief as the Court deems just and equitable.

22 COUNT III
Objection to Singer’s Alleged Claim and Request for Determination
23 of the Extent, Validity of any Lien and Allowance of Claim
24 74. J Wick incorporates by reference the allegations set forth in the preceding paragraphs

25 as if fully restated herein.

26 75. Singer alleges a claim against J Wick in an amount that exceeds $2.3 million (the

27 “Singer Alleged Claim”).

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1 76. Singer alleges an interest in, among other property of the estate, the Interpleader Funds

2 and future funds distributable under the CAMA as security for his claim.

3 77. Further, Singer is a transferee of transfers that may be avoided under 11 U.S.C. § 547

4 and A.R.S. § 44-1001 et seq., and J Wick may recover such transfers from Singer under 11 U.S.C.

5 § 550.

6 78. J Wick objects to the allowance of the Singer Alleged Claim in any amount and the

7 extent of any interests Singer may claim in property of its estate as security for the Singer Alleged

8 Claim.

9 79. Moreover, to the extent that any transfers alleged hereinabove are avoided, the Singer

10 Alleged Claim must be reclassified or disallowed so that Singer is treated as the holder of one non-
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11 priority, unsecured claim against J Wick in an amount to be determined by the Court.
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12 WHEREFORE, J Wick requests that this Court enter judgment in its favor and against Singer

13 on Count III as follows: (i) determining the extent, validity, and allowance of the Singer Alleged

14 Claim and (ii) granting such other and further relief as the Court deems just and equitable.

15 COUNT IV
Equitable Subordination Pursuant to 11 U.S.C. § 510
16

17 80. J Wick incorporates by reference the allegations set forth in the preceding paragraphs

18 as if fully set forth herein.

19 81. Through the Singer Settlement Agreement and Singer Judgment Action, Singer abused

20 his position as a discrete lender to MJW and through gross inequitable conduct induced MJW to agree

21 to a stipulation for judgment and judgment against MJW in an amount that far exceeded any amounts

22 otherwise legally due and owing by MJW to Singer.

23 82. Singer has consistently demonstrated personal animus towards Witherill, which has

24 been visited upon J Wick and other affiliates that have arms-length, third party creditors and

25 investors. As a result of such animus, Singer has exhibited his unwillingness to deal in good faith

26 with MJW, J Wick, their affiliates, or their third party creditors and investors.

27 83. Singer has asserted that other creditors of J Wick may not participate in the Singer

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1 Enforcement Action, depriving such creditors of a forum to redress their asserted interests in the

2 assets sought by Singer.

3 84. Singer has wrongfully used his claim against MJW, a mere member of J Wick, to

4 exercise dominion and control over property of J Wick in which MJW had no direct interest, thus

5 precipitating J Wick’s bankruptcy proceeding.

6 85. Singer has and continues to threaten to use his considerable economic resources to

7 conduct a war of attrition against MJW and J Wick to the detriment of J Wick and its creditors and

8 equity holders.

9 86. Since the Petition Date, Singer has threatened to engage in scorched earth tactics

10 including an attempt to disqualify counsel for J Wick solely for litigation and tactical gain.
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11 87. Singer’s conduct has been grossly inequitable and resulted in injury to J Wick, its
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12 bankruptcy estate, and third-party creditors.

13 88. Singer’s actions giving rise to the Singer Alleged Claim, including his actions and

14 representations to the California Court in the process of his obtaining relief in the Singer Enforcement

15 Action, and his continued prosecution of the action in violation of the automatic stay (addressed in a

16 separate complaint by MJW), have been so egregious and amount to such gross inequitable conduct

17 that the Singer Alleged Claim, to the extent it is allowed at all, should be equitably subordinated to

18 those of other creditors in the J Wick case, including, without limitation, subordination of any liens

19 that Singer may claim in any property of J Wick’s estate.

20 WHEREFORE, J Wick requests that this Court enter judgment in its favor and against Singer

21 on Count IV as follows: (i) determining the extent, validity, and allowance of the Singer Alleged

22 Claim; (ii) subordinating the Singer Alleged Claim as appropriate under the facts and circumstances

23 of this proceeding; and (iii) granting such other and further relief as the Court deems just and

24 equitable.

25 ///

26 ///

27 ///

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1 DATED this 10th day of December, 2018.

2 ENGELMAN BERGER, P.C.
3 By /s/ SBA #023154
Tamalyn E. Lewis
4 Steven N. Berger
Patrick A. Clisham
5 3636 North Central Avenue, Suite 700
Phoenix, Arizona 85012
6 Attorneys for the Debtors
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3636 North Central Avenue, Suite 700
ENGELMAN BERGER, P.C.

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Phoenix, Arizona 85012

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EXHIBIT “A”

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LOAN AGREEMENT

July 10, 2014

THIS LOAN AGREEMENT ("Agreement") is entered into between MJW Films, LLC, an Arizona limited liability
company ("Borrower"), on the one hand, and Michael Singer, an individual ("Lender"), on the other hand, with
respect to the theatrical motion picture presently entitled "Stuck" (the "Picture") to be produced by Borrower.

A. WHEREAS, Lender, through H&W Movie Partners, LLC ("H&W"), previously advanced
$1,250,000 to Lender as an equity investment in Lender (the "H&W Investment");

B. WHEREAS, Lender, through H&W, previously extended to Warrior Films, LLC ("Warrior"), which
owns a 15% interest in Lender, a bridge loan in the amount of $550,000, of which $205,000
remains owing to Warrior (the "H&W Bridge Loan");

C. WHEREAS, Borrower requires funds for the purpose of covering certain costs and expenses in
connection with the production of the Picture;

D. WHEREAS, Lender is willing to loan $235,000 to Borrower (the "Loan") to be used in connection
with the Picture in consideration for certain returns and credits as set forth herein and the
Promissory Note attached as Exhibit A;

E. WHEREAS, in connection with the Loan, Borrower shall give Lender a security interest in the
Collateral (as defined in the Security Agreement attached as Exhibit B);

F. WHEREAS, in connection with the Loan, Lender and Borrower also wish to restructure the
parties' rights and obligations under the H&W Investment and the H&W Bridge Loan.

Accordingly, the parties agree as follows:

1. Loan. Pursuant to the Promissory Note attached hereto and related agreements, Lender shall
wire the sum of $235,000 (the "Principal") to Borrower on or before July 10, 2014. Interest shall accrue
and be payable on the Principal amount of the Loan at the rate of $5,000 per day from the date of
Borrower's receipt of the Principal (the "Interest").

2. Return. Interest shall be payable until such time as the entire Principal, together with any
accrued Interest and other unpaid charges or fees hereunder, is paid in full. Such payments shall be
made to Lender at such place as Lender may designate. Such payments received hereunder shall be
applied, first, to any costs incurred by Lender in collecting such payment; second, to accrued Interest;
and third, to Principal. Notwithstanding the foregoing, Borrower may prepay Interest and/or Principal at
any time without penalty.

3. H&W Investment and H&W Bridge Loan. As further consideration for the Loan, Lender and
Borrower agree that in lieu of Lender's obligations under the agreement(s) entered into in connection
with the H&W Investment and/or the H&W Bridge Loan (collectively, the "H&W Agreements"), Lender
shall be entitled to receive an amount equal to 50% of all profit distributions from Lender to Michael J.
Witherill (i.e., Michael J. Witherill's share of Lender profits) and 50% of all personal income received by
Michael J. Witherill from Lender (i.e., in the form of salary, fees, and other forms of compensation) until
such time as Lender has recouped the full amount of the H&W Investment and the outstanding balance
of the H&W Bridge Loan (the "H&W Obligation"). At such time as the H&W Obligation has been

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satisfied, Lender shall execute an assignment to Borrower of all right, title and interest in and to
Borrower and/or Warrior. For the avoidance of doubt, the provisions of this paragraph 3 and other
relevant provisions of this Agreement shall supersede any and all prior agreements and understandings
under the H&W Agreements with respect to the FI&W Investment and H&W Bridge Loan and Lender
acknowledges and agrees that by entering into this Agreement, Lender hereby releases and waives
Lender's rights under the H&W Agreements. In this regard, Lender understands, and for valuable
consideration, hereby expressly waives, all of the rights and benefits of Section 1542 of the California
Civil Code, which section reads as follows:

A general release does not extend to claims which the
creditor does not know or suspect to exist in his or
her favor at the time of executing the release, which if
known by him or her must have materially affected his
or her settlement with the debtor.

Further, Lender acknowledges and agrees that there shall be no crossing of Borrower's obligations
or Lender's rights in connection with the Loan and the H&W Obligation (e.g., Borrower's breach or
default in connection with the H&W Obligation shall not constitute a breach or default of the Loan
evidenced by this Agreement and vice versa, and in no event shall Lender be entitled to exercise its
rights in connection with the Loan by virtue of a breach or default of the H&W Obligation). Further,
Lender represents and warrants that Lender has the full right and authority to enter into this
Agreement on behalf of H&W.

4. No Joint Venture. No party hereunder is an agent, partner, joint-venturer or fiduciary, of any
party, and no agency, partnership, joint venture, trust or similar relationship shall be established or
deemed to be established by this Agreement, any investment requested, made, or repaid hereunder, or
any other action or transaction contemplated hereby.

5. Further Assurances. From time to time, as requested by Lender, Borrower shall execute and
deliver, or cause to be executed and delivered all such documents and instruments and will take, or
cause to be taken, all such reasonable actions, as Lender may reasonably deem necessary or desirable to
consummate the transactions contemplated by this Agreement.

6. Notices. Any notice or other communication required or permitted pursuant to this Agreement
shall be deemed given (i) when personally delivered to any officer of the party to whom it is addressed,
(ii) on the earlier of actual receipt thereof or five (5) days following posting thereof by certified mail,
postage prepaid, return receipt requested, or (iii) upon actual receipt thereof when sent by a recognized
overnight delivery service, or (iv) upon actual receipt thereof when sent by facsimile to the number set
forth below with electronic confirmation of receipt and subsequently confirmed by registered or certified
mail, return receipt requested, or by recognized overnight delivery service to the address set forth
below, in each case addressed to the applicable party at its address set forth below or at such other
address as has been furnished in writing by such party to the other by like notice:

If to Borrower:

MWVMtts, LLC! '

i) uA

Attn: Michael J. Witherill

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If to Lender:
Michael Singer

or at such other address, facsimile or telephone number or to the attention of such other individual or
department as the party to which such information pertains may hereafter specify for the purpose in a
notice to the other specifically captioned "Notice of Change of Address."

7. Confidentiality. Each party agrees that it will not, without the prior consent of the other party,
disclose to any person not a party hereto any of the terms of this Agreement and will use all reasonable
efforts to have all such information kept confidential, except that each party may use, retain, and
disclose any such information (a) to its counsel, accountants, auditors, lenders, members and their
respective legal counsel or other agents who agree to hold such information confidential, (b) that has
been publicly disclosed (other than by such party in breach of this Section) or has rightfully come into the
possession of such party on a non-confidential basis, or (c) as required by law, rule, regulation, or any
governmental agency or authority.

8. Construction, Headings. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the persons, entity or entities may
require. Unless the context otherwise requires, references to agreements shall be deemed to mean and
include such agreements as the same may be amended, supplemented or otherwise modified from time
to time. Paragraph and section headings contained in this Agreement are inserted for convenience of
reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any
way define or affect the meaning, construction or scope of any of the provisions hereof.

9. Severability. The provisions of this Agreement are intended to be severable. If for any reason
any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

10. Complete Aqreement/Modifications/Assiqnment. The foregoing expresses the complete and
full agreement between the parties. Any modifications to this Agreement must be in writing signed by
both parties. This Agreement may not be assigned (except to an entity substantially controlled by the
assigning party) without the express written consent of the other party, which consent shall not be
unreasonably withheld.

11. Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California without giving effect to its conflicts of law principles.

12. Jurisdiction. Each party hereby irrevocably submits to the non-exclusive jurisdiction of any
Arizona State or United States Federal Court sitting in Los Angeles, California, over any action or
proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in such California State or
Federal Court. Each party irrevocably consents to the service of any and all process in any such action or
proceeding by the serving of copies of such process to such party at its address. Each party agrees that

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a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Each party further waives
any objection to venue in such state and any objection to an action or proceeding in such state on the
basis of forum non conveniens. Each party further agrees that any action or proceeding brought against
any other party shall be brought only in California State or United States Federal Court sitting in Los
Angeles, California. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

ACCEPTED AND AGREED TO:

MICHAEL SINGER ("LENDER")

By:
Michael Singer

MJW FILMS, LLC ("BORRQW-E-R^

c

By:'
Michaej/J. Witherill
Its: Manager

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PROMISSORY NOTE

$235,000.00 Los Angeles, California
July io, 2014

FOR VALUE RECEIVED, this Promissory Note (the "Note") is made and executed as of the date referred to above,
by and between MJW Films, LLC, an Arizona limited liability company ("Borrower"), and Michael Singer, an
individual ("Lender"). By this Note, Borrower promises and agrees to pay to the order of Lender, at
or at such other place as Lender may designate in writing, the principal sum of
Two Hundred Thirty Five Thousand Dollars ($235,000.00) (the "Principal") together with interest in the amount of
Five Thousand Dollars ($5,000.00) per day (the "Interest") until all Principal and Interest are paid in full pursuant to
the terms of the Loan Agreement of even date herewith (the "Loan Agreement") to which reference is hereby
made. All the definitions, terms, covenants and conditions of the Loan Agreement and any instrument referenced
in the Loan Agreement are hereby made a part of this Note and are deemed incorporated herein by reference as
though fully set forth.

Prepayment in whole or part may occur at any time hereunder without penalty. All payments received by Lender
hereunder will be applied, first, to any costs or expenses incurred by Lender in collecting such payment; second, to
accrued interest, and third, to principal.

Failure to pay the Principal or Interest to Lender when due will be an Event of Default. Upon the occurrence of an
Event of Default, this Note may, without demand, notice or legal process of any kind, be declared due and
payable in full as to all then outstanding principal and accrued interest, and upon such declaration the Note will
immediately become due and payable in full, without declaration, as to all then outstanding principal plus accrued
interest.

This Note is also entitled to the benefit and security of the security agreement entered into between Lender and
Borrower as of July 10, 2014 (the "Security Agreement"), to which reference is hereby made for a statement of all
the terms and conditions under which the Note evidenced hereby has been made and is to be repaid. All the
definitions, terms, covenants and conditions of the Security Agreement and any instrument referenced in the
Security Agreement are hereby made a part of this Note and are deemed incorporated herein by reference as
though fully set forth. The Borrower consents to the filing and perfection of the Lender's security interest in the
Collateral (as defined in the Security Agreement).

This Note is also entitled to the benefit and security of the personal guaranty entered into between Lender and
the principal of Borrower, Michael J. Witherill, and Stuck Subway Movie, Inc., as of July 10, 2014 (the "Guaranty"),
to which reference is hereby made for a statement of all the terms and conditions under which the Note has been
made and is to be repaid. All the definitions, terms, covenants and conditions of the Guaranty and any instrument
referenced in the Guaranty are hereby made a part of this Note and are deemed incorporated herein by reference
as though fully set forth.

In the event that Borrower fails to pay when due any payment due under this Note, Borrower will be liable for all
costs, including without limitation legal and other expenses incurred in connection with the collection and
satisfaction of the obligations hereunder.

Wherever possible each provision of this Note will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Note will be prohibited or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder
of such provision or remaining provisions of this Note.

BORROWER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS NOTE OR ANY OF THE OTHER LOAN
DOCUMENTS, WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE.

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THIS NOTE WILL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF,
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN LOS
ANGELES, CALIFORNIA, WILL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTE BETWEEN BORROWER AND LENDER PERTAINING TO THIS NOTE OR TO ANY MATTER ARISING
OUT OF OR RELATING TO THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS.

MJW FILMS, LLC
An Arizona limited liability company

By>

Name:

Title:

MICHAEL J. WITHERILL
An Individual

By:

2
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Personal Guaranty

WHEREAS, MJW Films, LLC, an Arizona limited liability company ("Borrower"), desires
to obtain a loan from Michael
^Singer, an individual ("Lender"), as evidenced by the Loan Agreement and Promissory
Note attached hereto as Exhibits A
and B, respectively, and incorporated herein by this reference (the "Loan");

WHEREAS, Lender is unwilling to extend the Loan to Borrower unless it receives this guaranty
of the undersigned covering
the Liabilities of Borrower to Lender, as hereinafter defined (the "Guaranty").

NOW THEREFORE, in consideration of the promises and other good and valuable consideratio
n contained herein, and in
order to induce Lender to extend the Loan and other consideration and credit to Borrower
of whatever nature, whether
now existing or hereafter incurred, whether created directly or acquired by Lender by
assignment or otherwise, whether
matured or unmatured and whether absolute or contingent (all of which are herein
collectively referred to as the
"Liabilities of Borrower"), the undersigned hereby agree to bind themselves and to personally
guaranty and pay Lender on
demand all of Borrower's obligations under the Loan Agreement and Promissory Note
whenever Borrower shall fail to
timely satisfy such obligations. Further, the undersigned hereby subordinates any indebtednes
s that Borrower may owe to
the undersigned to the indebtedness of Borrower to Lender. The undersigned agree
to pay and perform in accordance
with the Loan documents between Lender and Borrower, without requiring Lender
to exercise, pursue or enforce any right
or remedy Lender has against Borrower, any co-guarantor (whether hereunder or
under a separate instrument) or any
other party.

The undersigned agrees that, with or without notice or demand, the undersigned shall
reimburse Lender, to the extent
that Borrower fails to make such reimbursement, for all expenses (including without limitation
reasonable outside counsel
fees) incurred by Lender in connection with any of the Liabilities of Borrower orthe collection
thereof.

This Guaranty is a continuing guaranty and shall remain in full force and effect irrespective
of any interruptions in the
business relations of Borrower with Lender.

All monies available to Lender for application in payment or reduction of the Liabilities
of Borrower may be applied by
Lender in such manner and in such amounts and at such time or times as it may see fit
to the payment or reduction of such
of the Liabilities of Borrower as Lender may elect, and the obligations pursuant to this Guaranty
shall not be affected by
any surrender or release by Borrower of any other security held by it for any claim
hereby guaranteed.

The undersigned hereby waives: (a) notice of acceptance of this Guaranty and of extensions
of credit by Lender to
Borrower; (b) presentment and demand for payment of any of the Liabilities of
Borrower; (c) protest and notice of
dishonor or default to the undersigned or to any other party with respect to any of the
Liabilities of Borrower; (d) all other
notices to which the undersigned might otherwise be entitled; and (e) any demand for payment
underthis Guaranty.

This is a Guaranty of payment and not of collection and the undersigned further waives any
right to require that any action
be brought against Borrower or any other person or to require that: (a) resort be had
to any security; or (b) to any balance
of any deposit account or credit on the books of Lender in favor of Borrower or any other
person.

No delay on the part of Lender in exercising any rights hereunder or failure to exercise
the same shall operate as a waiver
..of such rights; no notice to or demand on the undersigned shall be deemed to be a
waiver of the obligations of the
mdersigned or of the right of Lender to take further action without notice or demand as provided
herein; nor in any event

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shall any modifications or waiver of the provisions of this Guaranty be effective unless
in writing nor shall any such waiver
be applicable except in the specific instance for which given.

•This Guaranty is, and shall be deemed to be, a contract entered into under and
pursuant to the laws of the State of
California and shall be in all respects governed, construed, applied and enforced in accordance
with the laws of said State,
and no defense given or allowed by the laws of any other state of the United States
of America shall be interposed in any
action hereon unless defense is also givenojiallowed by the laws of the State of California.

By:

Mich^epc Witherill
Address: j r£_ (

ArZ-

Witness:
-S*

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EXHIBIT “B”

{0099999.0012/00701096.DOCX / }
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£

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement ("Agreement") is
made and entered into by and
between Michael Singer ("Singer), an individual on
the one hand, and MJW Films, LLC, an
Arizona limited liability company ("MJW Films") and
Michael J. Witherill, an individual
("Witherill"), on the other hand. Hereafter, Singer, MJW films
and Witherill shall sometimes be
collectively referred to herein as the "Parties". This Agreem
ent is dated October 2014 (the •
"Effective Date") and is entered into with reference to the.
following facts: •

RECITALS

A. WHEREAS, on or about July 10, 2014, MJW Films
.executed and delivered to
Singer' a Loan Agreement for a loan' from Singer
to- Defendant MJW Films (the "Loan
Agreement"), .in the original principal amount of Two Hundre
d Thirty-five Thousand Dollars
($235,000.00), which included additional allowable interest
. •. ' .

B. WHEREAS, on or about July 10, 2014, MJW Films also
executed and delivered to
Singer a Promissory Note (the "Note"') in the original princip
al amount of Two Hundred Thirty-1. •
five Thousand Dollars ($235,000.00). ' •

C. . WHEREAS, . on or about July 10, 2014, Wither
ill, for good and valid
consideration, executed a Personal Guaranty ("Guaranty")
in favor of Singer, which Guaranty,
among other things, guarantees the obligations of MJW Films
under the Note (the "Guaranteed
Obligations"). • •• .

D. "WHEREAS, on- or about September 22, 2014, Singer
provided MJW Films and
Witherill with a Demand Letter (the "Demand Letter"
), which, among other items, provided
MJW Films and/or Witherill to make full and comple
te payment to Singer by September 24,
2014. ' . '

E. "WHEREAS, Singer, through' H&W Movie Partners, LLC
("H&W") previously
advanced H&W One Million, One Hundred Twenty-Five
Thousand Dollars ($1,125,000.00) as
an equity investment, among other things, in H&W Films
v-i
at the request of Witherill (the "H&W
Investment").
--i

F. WHEREAS, Singer^ lent a total of Five Hundred Thousa
nd Dollars ($500,000.00)
3 as part of the bridge notes (the "Bridge-Notes"), which were
associated with H&W -and a motion
3 picture entitled "A Little Bit of Heaven" and wherea
s the sum of Three Hundred Fifteen
Thousand Dollars ($315,000.00), plus all interest owed under
the terms of the Bridge Notes,
remains due 'and owing to Singer. •
-J '
3 G. "WHEREAS, MJW Films and Witherill are in dispute as to the allegati
ons of sums
owed as alleged herein above.
,b.
H. WHEREAS, on or about October 7, 20 14, Singer filed a lawsuit
against MJW '
Films and Witherill which related to all of the above Recitals
in the Los Angeles Superior Court

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(sometimes, the "Lawsuit"), requesting damag
es in the amount of at least Two Million Dollar
($2,000,000.00) in relation to. breaches allege s
d as to the above Recitals.
.

I. WHEREAS, the Parties now wish to resolv
e the differences between them in
connection with the Note, Guaranty,- H&W
Investment, Bridge Notes, Lawsuit and
the items
identified in the Recitals only, on the terms
and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recita
ls and the mutual
covenants and warranties as set forth herein, the
Parties hereto agree as follows:

1. Incorporation of Recitals.

The Recitals set forth in paragraphs A throug
h I above are incorporated herein by
this reference as though fully set forth. • . '

2. t Performance by the Parties.

A. Performance by MIW Films and Witherill:-

(1) MJW Films and Witherill shall execute
and deliver a duplicate
counterpart original of this Agreement and
exchange the same with Singer.

(2) MJW Films and Witherill shall execute a Stipu
lation for Entry of
Judgment against them in the sum of Two
Million Dollars ($2,000,000.00) in the form
hereto as Exhibit "A" which is incorporated attached
herein by this reference. The Stipulation for
Judgment shall be held by Singer and not Entry of
filed with the Court pursuant to the terms
outlined
below and in the event, that the Stipulation for Entry of Judgment must be filed, any amou
previously paid towards the settlement amou nts
nts discussed herein shall be subtracted theref
rom.

(3) MJW Films and Witherill shall . make
payment to Singer as
follows:

—:i l. Witherill and MJW Films will collectively
pay the sum of
Three Hundred Thousand Dollars ($300,000.0
v. 0) to Singer, so that Singer receives said amou
on or before the close of business on Friday nt
, October 10, 2014.
CD
id
ii. In conjunction with execution of this Agreement,
Withe
rill
and MJW Films will collectively execute a promi
ssory note in the sum of Four Hundred
,j Thousand Dollars ($400,000.00) in favor Singe
r (the "New Note4'). A true and correct copy of
3 theNew Note is attached hereto as Exhibit "B" and is incorp
orated herein by this reference. At
Singer's sole discretion, and at any time, Singer may
transfer his interest in the New Note for a '
two and one-half percent (2.5%) interest in MJW
h Films (the "MJW Films Interest"). Likewise,
at Singer's sole discretion,
and at any time of Singer's choosing, Singer may
elect to convert the
MJW Membership interest to receive all distributions
from MJW Films in an amount equal to

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two and one-half percent (2. 5%) . value of
MJW Films. From the Effective Date until
payment of the sums owed under the New full •
Note by Witherill and MJW Films, MJW Films
shall •
begin to collect and thereafter maintain a reserv
e in the amounts necessary to pay off the New
Note. •
. -

iii. Additionally, fifty percent (50%) of all of
income, and/or distributions, from any source WitherilPs
, including but not limited to MJW Films,
paid to Singer within five (5) days of receip will be
t by Witherill of such income, until the entire,
amount
of One Million, One Hundred Twenty-Fiv
e Thousand Dollars ($1,125,000.00) (the
"H&W
Investment"), plus all remaining amounts
owed under the Bridge Notes, with interest
accruing
thereon, pursuant to the terms of said Bridge
Note are paid in full to Singer.

. (5) In the event that MJW Films and/or Withe
rill files for bankruptcy
or has an involuntary bankruptcy petition
filed against them, MJW Films and/or Withe
rill agrees
that his indebtedness to Singer is the settlem
ent amounts identified herein less any amou
nt(s)
paid to Singer. Singer is not required to disgor
ge to any prospective bankruptcy estate of
Films and/or Witherill as a preference paym MJW
ent under applicable bankruptcy law and MJW
and/or Witherill will not object to a claim filed Films
in said prospective bankruptcy proceedings by
Singer in that amount.

B. Performance by Singer:

(1) Singer shall execute and deliver a duplicate
counterpart original of
this Agreement to MJW Films and/or Withe
rill.

. (2) Once paid in lull all amounts- identified in
Paragraph 2A, above,
Singer will return any interest that Singer
has in Warrior Films, LLC ("Warrior") to
Witherill.

(3) Upon MJW Films and WitherilPs execution
of this Agreement,
and accompanying Stipulation for Judgment,
after the first initial payment of $300,000.0
made to Singer on or t>efore the close of busine 0 is
ss on Friday, October 10, 2014, Singer shall
file a
Request for Dismissal of the Lawsuit, without
prejudice, and will file a Notice of Settlement
the Court whereby the Court will retain with
jurisdiction to enforce the terms hereof
pursuant to
California Code of Civil Procedure $664.6.
. .

(3) Upon MJW Films and Witherill' s payment of
the entire settlement
amounts to Singer in accordance with the terms
set forth above, Singer shall cause the Laws
_ in its entirety, to be. dismissed with prejudice uit,
as to all Defendants and will notify MJW Films
Witherill of the same.- and
• ' ' . .
'J
(4) Singer shall hold and not file the above referenced
Stipulation for
\j Judgment, attached hereto as Exhibit "A", unless MJW
Films and/or Witherill breaches the terms
:t; of this Agreement and the breach is not cured pursu
ant to the terms herein.

&

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3. MJW Films and/or Witherill's Breach of the Agreement.

A. If MJW Films and/or Witherill fail to make timely paymen
t of the
. settlement amounts identified herein in accordance .with the
terms set forth above, Singer shall
provide MJW Films and Witherill with notice of such breach, and
MJW Films and/or Witherill
shall have forty-eight (48) hours from the date of Singer's notice
to cure such a breach of this
Agreement. Notice is to be sent to MJW Films and Witherill
as designated in paragraph 10
below and by email to mjwitherill@gmail.com. •

B. ' If MJW Films and Witherill breach this Agreement and fail to
cure said
breach according to the terms provided herein, Singer shall be entitled
to a judgment against
MJW Films and Witherill in the amount identified in the Stipulati
on for Judgment, attached
hereto as Exhibit "A", less any amounts paid, as set forth in the
Stipulation for Judgment.

4. Additional Documents and Assignment.

The Parties hereto agree to execute and deliver such addition
al documents and
perform such further acts as may be reasonably necessary to effectua
te the purposes and intent of
this Agreement. . . .

5. Release of Singer bv MJW Films and Witherill.

Contingent on the full performance of Singer pursuant to the
terms of this
Agreement, MJW Films and Witherill hereby release, relieve, and
forever discharge Singer and
all of his parent, subsidiary, affiliate and related corporations and
entities, and all of their
respective past and present officers, directors, attorneys, sharehol
ders, agents and employees (the
"Singer Parties") from any and all claims, demands, liabilities,
obligations, causes of action,
suits, and costs of whatever nature, character, or description which
MJW Films and Witherill
. allege or claim to have or could have asserted as against the Singer
Parties in connection with the
facts and allegations set forth in the Recitals, including, without limitatio
n, the Note, Loan
Agreement, Guaranty, H&W Investment, the Bridge Note, the
Lawsuit and all other facts
identified in the Recitals. . . . . .

6. Section 1542 Release.

—•i With respect to the matters being released pursuant to this Agreeme
nt, MJW
Films and Witherill hereby expressly waive and relinquish all the
rights and benefits which they
might otherwise have or claim to have, with regard to any purporte
:r< d claims, rights, causes of
action, or damages as alleged in the Recitals or in the lawsuit under
:_d the provisions of Section
1 542 of the California Civil Code, which provides as follows:
.

V

s
—I

•Li

4
#1 77492 v3

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"A general release does not extend to claims which the creditor
does
not know or suspect to exist in his or her favor at the time
of executing the
release, which if known by him or her must have materially affected
his or
her settlement with the debtor."
,

Xa. i
MJW Fi' With!

7. No Assignment of Claim.

. Each of the Parties hereto represents and warrants to the other Parties
that it has
not previously assigned, transferred, or purported to assign or transfer
to any person, corporation,
or Other entity, either voluntarily or involuntarily, any claim,
cause of action, or right based on or
arising out of or in connection with any matter, fact, or thing
to which this release was given or •
to Which this Agreement pertains. '

8. Governing Law.

This Agreement shall be construed and interpreted according to the laws
of the
State of California.

9. Binding on Successors.

i •
This Agreement is and shall be binding upon and shall inure to the benefit
of the
. predecessors, successors, subsidiaries, affiliates, representatives, assigns,
directors, partners, co-
owners, officers, agents, attorneys, and employees of each of the Parties
hereto, and their heirs,
attorneys, and assigns. ' ; . ' ' -

10. Notices.

For purposes of any notice herein, including, but not limited to, this Agreeme
nt,
notices all shall be sent as follows:
%

As to MJW Films and Witherill:

—•I

3
Fax:
" • :,d
Telephone:

V As to Singer:
3 Sanford Michelman, Esq.
,.;i Michelman & Robinson, LLP

Li
15760 Ventura Boulevard, 5th Floor
Encino, CA. 91436

5
#]77492v3

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+

Fax: (818) 783-5530
Telephone: (818) 783-5530

All notices shall be in writing and shall be given or served persona
lly, or by overnight carrier or ' •
same-day messenger service, or by telecopy transmission followed
immediately by mail. Service
of any notice, demand or request so made shall be deemed complet
e on the date of mailing. Any
party hereto may from time to time, by notice in writing served
on the other party as aforesaid,
designate a different mailing address or a different person or addition
al persons to which all such
notices, demand or requests are thereafter to be addressed.
.

11. Entire Agreement.

This Agreement constitutes the entire agreement between the
Parties with regard
to the Recitals and settlement thereof, there being no oral, collatera
l, or supplemental agreements
concerning the subject matter hereof. No party is entering into
this Agreement based on any
representation or statement from any other party to this Agreem
ent or any third party that is not
specifically set forth in writing in this Agreement. All Parties acknow
ledge that they are entering
into this Agreement of their own voluntary will and without any
duress. This Agreement may
not be altered, amended, modified, or otherwise changed in any
respect or particular as to any
party except b.y a writing duly executed by each party affected
thereby.

12. ' Counterparts and Facsimile or Electronic Transmission.

This Agreement may be executed. in two or more counterparts,
each counterpart
being executed by fewer than all of the Parties hereto and shall be equally
effective as if a single
original had been signed by all Parties; but all such counterparts
shall be deemed to constitute a
single agreement. Signatures transmitted by mail, telecopier or
electronic transmission shall be
effective as original signatures. • ." .

13. Construction.

This Agreement shall not be construed against the party preparin
g it and shall be
construed as if the Parties jointly prepared this Agreement.
Any uncertainty and/or ambiguity
shall not be interpreted against any party because it prepared the
Agreement. .
—•!

14. Authorization.
V
The Parties each warrant and represent to the others that each has'
CD' full and •
complete authority and right to execute this Agreement and such executio
n shall constitute a full
and final resolution of all differences, allegations, and claims as described
in the Agreement.

v

CD
—•!

E-!

6
# 1 77492 v3

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• 10-22-' 1 4 19:37 FROM-
T-23Q P0001/0002 F-424

• 15. Performance of Further -Acts. • ' ' '
• Each of the Parties hereto shall execute and
deliver all documents and perform all .
acts reasonably necessary to effeptuate the
provisions of this Agreement.

16. Attorneys' Pees. .* . • • -

.• . Should any party hereto commence or
maintain any action at law or in equity
• including, but not limited to, administrative
or alternative dispute resolution against any
party hereto by reason of the breach or claime other
d breach of any term or provision of this
Agreement, the prevailing party in said action
shall be entitled to recover court costs which
include, without limitation, reasonable attorneys'
fees. \ . '
• 17. . Additional Documents and Cooperation in
Performance of Further Acts.

• The Parties hereto agree to execute and deliver
.such additional documents and
cooperate to perform such further acts as may
be reasonably necessary to effectuate -the purpo
and intent of this ses r
Agreement. • . ' ' ' ' ' ' '

' IN WTTNES S WHEREOF, the Parties hereto
have executed this Agreement as of the '
Effective Date. • • ' .... .

MJW Films, LLC, an Arizona limited
• liability company . . • ;!

-DATED:-Octobcr:---2Q14— -•
'• "'-By;--;
Michael Witherill, Managing Member
i
i
]

DATED: October ,2014.
;
Michael Witherill

*V.

DATED: October ,2014
Michael Singer

• v

• .3
i
*•
&

7
tfl77492vJ

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i

EXHIBIT "A1

STIPULATION FOR JUDGMENT

i

—.'I

;Ti

'.fJ

V
3

&

EXHIBIT D-l
#]77492v2

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1 SANFORD MICHELMAN, ESQ., SBN 1 79702
TODD STITT, ESQ., SBN 131439
2 DAVID J. WILLIAMS, ESQ., SBN 236919
MICHELMAN & ROBINSON, LLP
3 17901 Von Karman Ave., 10th Floor .
, Irvine, CA 92614-6297
4 Telephone: . 714-557-7990
Facsimile: 714-557-7991
5
g Attorneys for Plaintiff MICHAEL SINGER, an
individual

' 7

8 SUPERIOR COURT OF CALIFORNIA

' 9 COUNTY OF LOS ANGELES

10 CENTRAL DISTRICT

11
MICHAEL SINGER, an individual
CASE NO.: BC559972
12'

Plaintiff, Case Assigned to: Hon. Barbara Scheper
13 .
v.
14 STIPULATION FOR JUDGMENT
- MJW FILMS, LLC an Arizona limited liability
15 .
company; MICHAEL J. WITHERILL; and
Complaint filed: 10/7/14
DOES 1 through 100, inclusive.

17 Defendants.

18
i
19
TO THE HONORABLE COURT, ALL PART
20
IES AND THEIR ATTORNEYS OF
RECORD:
21
IT IS HEREBY STIPULATED BY AND BETW
;i
EEN MICHAEL SINGER, an
22
. ,~-i ~f individual ("SINGER"), on one hand, and MJW
FILMS, LLC, an Arizona limited liability
23 company ("MJW FILMS") and MICHAEL J. WITHERILL
("WITHERILL") on the other hand,
3
24 as follows:
b.i .
25. 1. SINGER shall have Judgment against MJW
FILMS and WITHERILL in the
26 amount calculated as follows: Two Million Dollar
s ($2,000,000.00), less payments received
3 from and/or through MJW FILMS and WITHERIL
27 L after execution of this Stipulation ol
& 28

#177491
STIPULATION FOR JUDGMENT

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1 Judgment ("Stipulation"), through the date
of entry of Judgment in the total amount
of
2 $. (the "Judgment Amount").

3 2. Each of the parties to this Stipulation represent
and warrant to the other that he,
^ she or it has not assigned, transferred or attemp
ted to assign , or transfer to any person,
5 corporation or other entity, either voluntarily or involu
ntarily, any claim, cause of action or right
based upon, arising out of, or in connection with
any matter, fact or thing to' which this
6 N
Stipulation relates.
• -
7
3. Each of the parties executing this Stipulation represents
8 and warrants to the others
^ that each has the authority to do so and that
by so executing, the party for which he or she
is .
signing is legally bound thereby.
. • .
10
4. Each of the parties shall execute' and deliver all docum
11 ents and perform all further
acts reasonably necessary to effectuate the provisions
of this Stipulation and the Judgment.
12

5. If any action or proceeding is brought to enforce or
13 interpret the terms, conditions. ' .
covenants, representations, warranties or perform
14 ance requirements of this Stipulation, the
prevailing party shall'be entitled to all costs and attorne
ys' fees of said.action or proceeding.
15
6. • The parties waive all further rights to request a
16 statement of findings of fact or
conclusions of law and all rights to appeal or reques
17 t a new trial.

18 7. Each of the parties has had an adequate opportunity to
retain and confer with an
attorney of their choice and has entered into this Stipula
19 tion of their own free will.

20 8. This Court shall retain jurisdiction after the filing
of this Stipulation and the entry
of the Judgment to hear and make all decisions thereto.
' .
22 9. Nothing contained herein shall preclude SINGER
,.;i from immediately pursuing
23 collection of the Judgment Amount against MJW FILMS
and/or WITHERILL through levy o:
24 execution or otherwise following the entry of this Judgment.
3
.
25 III

v >26 III
3 • „
27
I'll
fe 28

#177491

STIPULATION FOR JUDGMENT

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10-22-' 14 19:37 FR0M-
T-230 P0002/C002 F-424 <'
. i

;=

i

1 10. This Stipulation may be signed in counterparts, I
all of which, when taken together, :•
2 shall constitute the entire Stipulation betwe
en the parties hereto. This Stipulation
may also be i
, 3 executed by facsimile,- which facsimile signa
tures shall be treated as the originals. '
' i
j
4 IT IS SO. STIPULATED.

5.

• -6 - I H
i
I.
.7 • MJW Films, LLC, an Arizona limited &'
liability company F
8

9 DATED: October 2014 By:.
10 Michael Witherill, Managing Member I'

11
!

12

13 DATED: October ,2014

14
Michael Witherill I

15. I
!
i
16
DATED: October ,2014 i •
: .. J.7..
.Michael Singer.:......: (
18

.19 i
I
20
i
21

• • 22
.

23

24

: ' 2T. . 25 I
'-,v
26 :
! •
27
•!
' "3 28
—•I

&
#177491
STIPULATION FOU JUDGMENT

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EXHIBIT "B J)

NEW NOTE

—'i

~r-!

;ri

r-'i
-~l

is.

EXHIBIT D-2
#I7?192v2

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EXHIBIT “C”

{0099999.0012/00701096.DOCX / }
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 36 of 63
'4
Suiperior Court 6f California
County of Loi Angeles

1 SANFORD MICHELMAN, ESQ., SBN 179702
TODD STITT, ESQ., SBN 131439
NOV 07 m
2 DAVID J. WILLIAMS, ESQ., SBN 236919 Sherrf R. barter, Execute [cer/Cferk
MICHELMAN & ROBINSON, LLP ay. deputy
3 17901 Von Karman Ave., 10th Floor . . i, Wilson
. Irvine, C A 92614,6297 '
4 Telephone: 714-557-7990
5 Facsimile: 714-557-7991

0 Attorneys for Plaintiff MIC.HAEL SINGER, an individual "

7

8 SUPERIOR COURT OF CALIFORNIA

9 COUNTY OF LOS ANGELES- CENTRAL DISTRICT

10

11 MICHAEL SINGER, an individual CASE NO.: BC559972

12 Plaintiff, Case Assigned to: Hon. Barbara Scheper

13 .v.

14 ifi&j JUDGMENT
MJW FILMS, LLC an Arizona limited liability
company; MICHAEL J. WITHERILL; and
15
DOES 1 through 100, inclusive. .
16 Complaint filed: 10/7/14
Defendants.
17

18

19

20 The Court, having granted Plaintiff MICHAEL SINGER, an individual's Ex Parte

21 Application for Entry of Judgment on Stipulated Judgment,

22 IT IS ORDERED, ADJUDGED, AND DECREED that Plaintiff MICHAEL SINGER,

23 an individual, shall have Judgment as follows: .

24 III
tJ
25 III

k> 26 III
0
27
|...» •

" - .L 28

#178124
I^ROPOSE&I JUDGMENT

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1
?

A

1 Jucgment against Defendants MJW FILMS. LLC an Arizona limited liability company

2 and MICHAEL J. WITHERILL, in the total sum of $1,962,425,00, which sum is comprised
of
3 $1,960,000.00 left due and owing to Plaintiff MICHAEL SINGER, an individual, pursuant
to a
4 Stipulation for Judgment, plus attorneys' fees in the sum of $2,425.00.

5 In addition, Plaintiff MICHAEL SINGER, an individual, shall be entitled to further legal

6 interest after the date of entry of this Judgment.

7
too cU&KV
8

9 DATED: huWe- (U- jfUx^ScJU
Hon. Barbara M. Schep'er '
10
Judge of the Superior Court
11

12

13

14

15

16

17

18

19

20

21

22
K'

>":i 23

24

f-1 25

Id 26
<<«•

0. 27

E 28 . \

. "•••CAiA V i A" • •
178124

JUDGMENT

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I eertiry that this tsf a fruf&fs!
oogirnl.
m on fite in this office consisting o<C J pages.
m
R„ C&8TEH, Ex&fe^ / Clerk oftia
'.M^/ Superior Coui'i of Califcfrp, «afcf-of Lbs Angelas.

Dsptiy

IQPBREZ

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EXHIBIT “D”

{0099999.0012/00701096.DOCX / }
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Main Document Page 40 of 63
SANFORD L. MICHELMAN (SBN 179702)
l
JEFFREY D. FARROW (SMN 180019)
FILED
STEVEN S. DAVIS (SBN 79019)
2
MICHELMAN & ROBINSON, LLP
DEC 2 7 2016
3 10880 Wilshire Boulevard, 19th Floor
Los Angeles, California 90024 SheniR. ive Officer/Clerk
4 Telephone: (310)564-2670 By. jDepity
Sfaun^Boldai
Facsimile: (310)564-2671
5
smichelman@mrllp.com
jfarrow@mrllp.com
ft,
6
sdavis@mrllp.com
i
7
Attorneys for Plaintiff, MICHAEL SINGER
8

9
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT
11

12 MICHAEL SINGER, an individual CASE NO.: BC644917 By Fax
13 Plaintiff and Judgment Creditor, COMPLAINT FOR:

14 v. 1. CREDITOR'S SUIT.

15 MICHAEL J. WITHERILL, an individual; 2. ACCOUNTING
MJW FILMS, LLC, an Arizona limited
16 liability company; and DOES 1 through 50, 3. CONSTRUCTIVE TRUST
inclusive.
17 4. CONVERSION
Defendants and Judgment Debtors,
18 5. DECLARATORY AND INJUNCTIVE
and RELIEF
19
FREEWAY CAM B.V., a Netherlands 6. FRAUD AND DECEIT
20 company; FREEWAY ENTERTAINMENT
GROUP B.V., a Netherlands company; TMF 7. SET ASIDE FRAUDULENT
21 GROUP SERVICES B.V., a United Kingdom TRANSFER
company; J. WICK PRODUCTIONS, LLC, a
r~ o
22 Delaware limited liability company; 8. UNJUST ENRICHMENT m 1—"
X- —I
m 3 in m •
1—< m !—1
cj o
23 Defendants and Third Parties •C Z O TO
o o o o m —! : > —i
[Jury Trial Demanded] 3> x x- x -o .. .h # m
V « « m >7 =tt=

?4 ft £ ? g
m
TO

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O

4*.
~,jb O - ,! TO
o - •_ en
:r26 -i
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27
CD
28 •P"
cc c-4
:>
ucob
o COMPLAINT o o o o o

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PLAINTIFF MICHAEL SINGER COMPLAINS AND ALLEGES AS FOLLOWS:
1

2 1. At all times herein mentioned, Plaintiff MICHAEL SINGER ("Singer"! was and

3 is an individual residing in the State of California and in this judicial district.

4 2. At all times herein mentioned, Defendant MJW FILMS, LLC, an Arizona limited

5 liability company ("MJW Films"), was and is a limited liability company duly organized and

6 existing under the laws of the state of Arizona, and has been authorized to conduct, and is

7 conducting, business within the State of California.

8 3. At all times herein mentioned, Defendant MICHAEL J. WITHERILL, an

9 individual ("Witherill") was and is an individual residing in the State of Arizona, and has been,

10 and is, engaging in business in the State of California.

11 4. At all times herein mentioned, Defendant and Third Party FREEWAY CAM B.V.

12 ("Freeway Cam"), was and is a Netherlands company that conducts business within this judicial

13 district, with its principle place of business in Amsterdam, The Netherlands.

14 5. At all times herein mentioned, Defendant and Third Party FREEWAY

15 ENTERTAINMENT GROUP B.V. ("Freeway Entertainment"), was and is a Netherlands

16 company that conducts business within this judicial district, with its principle place of business

17 in Amsterdam, The Netherlands. Freeway Cam and Freeway Entertainment are sometimes

1g collectively referred to as "Freeway".

19 6. At all times herein mentioned, Defendant and Third Party TMF Group Services

20 B.V. ("TMF"). was and is a United Kingdom company that conducts business within this judicial

2] district, with its principle place of business in London, England. Singer is informed and believes,

22 and thereon alleges, that TMF is the majority owner of and controls Freeway CAM and Freeway

;^?3 Entertainment, among other related Freeway entities.

:^4 7. At all times herein mentioned, Defendant and Third Party J WICK

PRODUCTIONS, LLC ("J Wick"), was and is a Delaware limited liability company that

:^6 conducts business within this judicial district.

27

28
1

COMPLAINT

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1 8. Freeway CAM, Freeway Entertainment, TMF and J Wick are sometimes

' 2 collectively referred to as "Third Parties".

3 9. Singer has a money judgment against MJW Films and Witherill, joint and several,

4 dated November 7, 2014, in the principal sum of $1,962,425. ("Money Judgment"). The time

5 for enforcement of the Money Judgment has not expired. The balance due on the Money

6 Judgment exceeds $2,600,000, including interest at the legal rate since November 7, 2014. In

7 addition, Singer is entitled to attorneys' fees and costs expended to satisfy the Money Judgment.

8 MJW Films and Witherill are sometimes collectively referred to as "Judgment Debtors".

9 10. Third Parties have and had possession or control of property in which Judgment

10 Debtors have an interest, including rents, issues and profits which directly or indirectly belong

11 to the Judgment Debtors ("Funds"). Singer is informed and believes and on that basis alleges

12 that the Third Parties are indebted to the Judgment Debtors in excess of the value of the Funds.

13 11. The Third Parties conduct business in the County of Los Angeles, California, and

14 venue of the action lies therein.

15 12. Service of the Summons and Complaint on the Third Parties creates a lien on

16 Judgment Debtors' interest in the Funds possessed or controlled by the Third Parties or on the

17 debt owed by the Third Parties to the Judgment Debtors.

18 13. Singer is unaware of the true identity and capacity of each of the Defendants

19 named herein as DOES 1-50, inclusive. Singer will seek leave to amend this Complaint to state

20 the name and capacity of the DOE Defendants when ascertained. Singer is informed and believes

21 and thereon alleges that each of the DOE Defendants and Defendants was responsible for and

22 contributed to the acts hereinafter alleged and that Singer's damages were proximately caused

>v23 by the acts and omissions of the Doe Defendants and Defendants.

-j 24 14. Singer is informed and believes and on that basis alleges that, in engaging in the

"vl
op 25 acts hereinafter alleged, each of the Defendants was the agent, servant, and employee of each of

^'26 the other Defendants, and performed each of the acts hereinafter alleged within the course and

27

28
2
COMPLAINT

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1 scope of such agencies and employment and with the knowledge, consent, approval,

2 authorization, and gratification of each of the Defendants.

3 GENERAL ALLEGATIONS

4 15. Singer invested money with the Judgment Debtors for the purpose of being

5 involved in movie production. Singer ultimately took issue with Judgment Debtors' use of

6 production funds and he withdrew from their production arrangement and sought return of his

7 money. To this end, the parties stipulated to a Money Judgment in favor of Singer and against

8 the Judgment Debtors, jointly and severally, in the amount of $1 ,962,425. Singer has not been

9 able to collect on this Judgment, or any part of it, to date. .

10 16. Judgment Debtors produce and finance commercial motion pictures, typically

11 setting up distinct single purpose entities for each movie. The Judgment Debtors formed such a

12 single purpose entity - J Wick - for the purpose of producing a movie called John Wick. The

13 sole purpose of J Wick was the production, financing and participation in the profits of the John

14 Wick movie.

15 17. Singer is informed and believes and thereon alleges, that the movie John Wick

16 was released and theatrically distributed beginning in or about October 2014 both in the United

17 States and throughout the world.

18 1 8. Singer is informed and believes and thereon alleges, that Freeway acts as a third-

19 party collection agent that collects and distributes to the Judgment Debtors, and others, proceeds

20 from the distribution and commercial exploitation of the John Wick movie, among other movies.

21 1 9. On or about December 1 1 , 201 5, Singer learned that Freeway held for the benefit

22 of MJW Funds in the amount of $1,165,777 and that Freeway held for the benefit of J. Wick

23 Funds in the amount of $293,742. Counsel for Judgment Debtors assured Singer, in writing, that

-4 24 the Funds would be held by Freeway and not dispersed to Judgment Debtors, or anyone else,
"-4
4? 25 without the consent of, among others, Singer.

""26 20. On or about December 14, 2015, Singer delivered to Defendants, including but

27 not limited to Third Parties, written demand that all sums held by Freeway for the benefit of

28
3
COMPLAINT

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1 MJW, Witherill or J Wick be held by Freeway and not distributed to any party. Singer further

2 demanded that Defendants, including but not limited to the Third Parties, interplead all such
\
3 funds held by them or for the benefit of MJW, Witherill or J Wick to the Los Angeles Superior

4 Court in that certain action entitled Michael Singer v. Michael Witherill and MJW Films, LLC,

5 LASC Case Number BC559972.

6 21. Despite the aforesaid written demand by Singer and written assurances by counsel

7 for Judgment Debtors, Singer is informed and believes, and thereon alleges, that Freeway, in or

8 about January 2016, disbursed all the Funds to or for the benefit of MJW, Witherill and J Wick.

9 Despite repeated demands, Defendants, including but not limited to the Third Parties, have

10 refused to pay the Funds, or any portion thereof, to Singer or, in the alternative, interplead such

11 Funds to the Los Angeles Superior Court. Further, Defendants knew but concealed from Singer

12 that the Funds would be disbursed to or for the benefit of MJW, Witherill and J Wick, despite

13 the written assurances by counsel for Judgment Debtors to the contrary. In addition, Defendants

14 concealed from Singer that the Funds had been disbursed in January 2016, which first became

15 known to Singer in or about July 2016.

16 22. Singer is informed and believes and thereon alleges, that there is such a unity of

17 interest and ownership between and among Defendants Witherill and MJW on the one hand, and

18 J Wick on the other hand, that Witherill and MJW are the equitable owners of J Wick, and the

19 separate personalities of Witherill and MJW on the one hand and J Wick on the other hand do

20 not in reality exist.

21 23. Singer is informed and believes and thereon alleges, that there would be an

22 inequitable result to the detriment of Singer unless the Court disregards any purported separate

i £23 existence of J Wick, on the one hand, apart from Witherill or MJW, on the other hand, such that
i
i -J
24 the Court can and should treat the acts, assets and property of J Wick as if they were committed

v 25 by or belonged to Witherill and MJW.

26

27

28
4

COMPLAINT

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Main Document Page 45 of 63
I
i
1 FIRST CAUSE OF ACTION

2 Creditor's Suit
(CCP § 708.210)
3
(Against All Defendants)
4
24. Singer refers to and incorporates herein by reference the allegations contained in
5
paragraphs 1 through 23, above, as if specifically set forth herein.
6
25. Singer is informed and believes and thereon alleges, the Third Parties have
7
possession or control of Funds in which the Judgment Debtors have an interest and which directly
8
or indirectly belong to the Judgment Debtors.

26. Singer is informed and believes and thereon alleges, that the Third Parties are
10
indebted to Judgment Debtors and that the Funds should be applied to Singer's Money Judgment
11
against Judgment Debtors until the Money Judgment is satisfied in full.
12
27. Service of summons on the Third Parties creates a lien on the interest of the
13
Judgment Debtors in the Funds or other property or on the debt owed by the Third Parties to the
14
Judgment Debtors that is the subject of this action
15
SECOND CAUSE OF ACTION
16
Accounting
17
(Against All Defendants)
18
28. Singer refers to and incorporates herein by reference the allegations contained in
19
paragraphs 1 through 27, above, as if specifically set forth herein.
20
29. An accounting is necessary to determine the amount of lost profits and other
21
damages Singer has suffered due to the Defendants' aforesaid wrongful conduct as described
22
above in paragraphs 19-23, and the accounts are so complicated that an ordinary legal action
23
'•Vv

demanding a fixed sum is impracticable.
24
30. As a result of the aforementioned circumstances, Singer is entitled to an
*25
C7)
accounting of the monies diverted to the aforesaid Defendants to establish the damages he has
26
suffered.
27

28
5
COMPLAINT

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1 THIRD CAUSE OF ACTION

2 CONSTRUCTIVE TRUST

3 (Against All Defendants)

4 31. Singer refers to and incorporates herein by reference the allegations contained in

5 paragraphs 1 through 30, above, as if specifically set forth herein.

6 32. By reason of the wrongful manner in which the aforesaid Defendants, or any of

7 them, obtained their alleged right, claim or interest in and to the Funds, the Defendants, and each

8 of them, have no legal or equitable right, claim or interest therein, but, instead, the aforesaid

9 Defendants, and each of them are involuntary trustees holding the Funds and profits therefrom

10 in constructive trust for Singer with the duty to convey the same to Singer forthwith.

11 FOURTH CAUSE OF ACTION

12 CONVERSION

13 (Against All Defendants)

14 33. Singer refers to and incorporates herein by reference the allegations contained in

15 paragraphs 1 through 32, above, as if specifically set forth herein.

16 34. At all times herein mentioned, Singer was, and still is, entitled to the possession

17 of the Funds, and such monies are readily identifiable to the aforesaid Defendants through

18 tracing.

19 35. On or about December 14, 2015, the aforesaid Funds had a value of at least

20 $1,459,519.

21 36. In or about January 2016, Defendants took the aforesaid Funds belonging and

22 which should have been paid to Singer and converted the same to their own use.

23 37. As a proximate result of Defendants' conversion, Plaintiff suffered damages that
•V
'"-J 24 are the natural, reasonable, and proximate results of the conversion of at least $1,459,519.

^25 38. The acts of the aforesaid Defendants were willful and malicious in that their

:7> 26 conduct was intended to cause injury to Singer and was carried on with a conscious disregard for

27 Singer's rights, thereby warranting the assessment of exemplary and punitive damages pursuant

28
6
COMPLAINT

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Main Document Page 47 of 63
1 to Cal. Civ. Code§ 3294 against each of the aforesaid Defendants, jointly and severally, in an

2 amount appropriate to punish them.

3 FIFTH CAUSE OF ACTION

4 DECLARATORY AND INJUNCTIVE RELIEF

5 (Against All Defendants)

6 39. Singer refers to and incorporates herein by reference the allegations contained in

7 paragraphs 1 through 37, above, as if specifically set forth herein.

8 40. An actual controversy exists between the parties regarding the parties' rights and

9 obligations arising out of the Defendants' transactions with respect to the Funds: Specifically,

10 whether title to and/or possession of the Funds should be adjudicated in Singer's or Defendants'

11 favor.

12 41. Defendants threaten to continue to deprive Singer of his right to exclusive

13 possession of the Funds, including all readily identifiable and traceable cash, proceeds, personal

14 property and real property. Singer is informed and believes, and on the basis of that information

15 and belief alleges, that unless restrained by this Court, Defendants will continue to deprive Singer

16 of his property, including the aforesaid Funds.

17 42. Such aforesaid wrongful conduct by Defendants will result in irreparable harm to

18 Singer in that if left unrestrained, it will result in loss of assets belonging to Singer. The potential

19 damages that could proximately result from Defendants' continued aforesaid wrongful conduct

20 would be extremely difficult, if not impossible, to assess accurately.

21 43. A judicial determination resolving this actual controversy is necessary and

22 appropriate at this time.
SIXTH CAUSE OF ACTION
23
"s
FRAUD AND DECEIT
*"sJ 24

•V JC
(Against All Defendants)

XT)
26 44. Singer refers to and incorporates herein by reference the allegations contained in

27 paragraphs 1 through 43, above, as if specifically set forth herein.

28
7
COMPLAINT

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Main Document Page 48 of 63
1 45. At the aforesaid dates and times, the Defendants falsely and fraudulently

2 concealed material facts from Singer as set forth above in paragraphs 19-23, which each of

3 them had a duty to disclose.-

4 46. The aforesaid Defendants concealed material facts from Singer by failing to

5 disclose the substance and nature of the aforesaid transactions knowing that Singer was a creditor

6 of the Judgment Debtors and that the Third Parties had in their possession moneys that properly

7 should be paid to Singer.

8 47. The aforesaid Defendants had a duty to make full disclosures to Singer of the

9 concealed information, and the concealment of material facts was made by the aforesaid

10 Defendants with the intent to defraud and deceive Singer and with the intent to induce Singer to

11 act in the manner herein alleged.

12 48. At and during the time the aforesaid Defendants concealed the aforesaid material

13 facts from Singer, Defendants had no intention of divulging the material facts which each had a

14 duty to disclose.

15 49. Singer, at the time the aforesaid concealment of material facts was made and at

16 the time Defendants took the actions herein alleged, was unaware of the material facts concealed

17 by the aforesaid Defendants and was ignorant of Defendants' secret intention not to divulge the

18 material facts. Singer could not, in the exercise of reasonable diligence, have discovered the

19 aforesaid Defendants' secret intentions and concealment of the aforesaid material facts.

20 50. At all relevant times Singer was unaware of the aforesaid material facts, and was

21 induced to and did, inter alia, act in the manner alleged to his substantial detriment and damage.

22 51 . Had Singer known the actual facts and true intentions concealed by Defendants,

^23 Singer would not have acted as he did and would not have been damaged as alleged herein.

::U4 52. Singer's reliance on Defendants' concealment of material facts was justified

25 because the Defendants had exclusive knowledge of the truth, which was unavailable at the time

""26 to Singer because Defendants were in the sole custody, control and/or possession of their secret

27 intentions.

28
8
COMPLAINT

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Main Document Page 49 of 63
1 53. As a direct, foreseeable, and proximate result of Defendants' intentional

2 concealment and omission of material facts, Singer has suffered and continues to suffer

3 substantial damages in excess of $1 ,459,5 19, the exact amount to be ascertained at trial according

4 to proof.

5 54. The acts of Defendants were willful and malicious in that their conduct was

6 intended to cause injury to Singer and was carried on with a conscious disregard for Singer's

7 rights, thereby warranting the assessment of exemplary and punitive damages pursuant to Cal.

8 Civ. Code§ 3294 against each of the aforesaid Defendants, jointly and severally, in an amount

9 appropriate to punish them.

10 SEVENTH CAUSE OF ACTION

11 SET ASIDE FRAUDULENT TRANSFER OF MONEY
(Civil Code §§ 3439, et seq.)
12
(Against All Defendants)
13

14 55. Singer refers to and incorporates herein by reference the allegations contained in

15 paragraphs 1 through 54, above, as if specifically set forth herein.

16 56. This Cause of Action arises under and is alleged pursuant to Civil Code §§ 3439,

17 et seq.

18 57. Defendants, and each of them, conspired with one another to transfer the Funds

19 as alleged herein for the purpose of hindering, delaying, and/or defrauding Singer. Defendants,

20 and each of them, were aware that the foregoing conduct was and continues to be fraudulent.

21 58. The transfer of the Funds by Defendants is fraudulent as to Singer because

22 Defendants made the transfer (or incurred the obligation) with actual intent to hinder, delay,

:: 23 and/or defraud Singer, known to Defendants to be the creditor of Judgment Debtors.

"V.J
24 59. The transfer of the Funds as alleged herein was made without receiving a

3 *"J
25 reasonably equivalent value in exchange for the transfer, leaving the Judgment Debtors with

:7> 26 remaining assets that are unreasonably small in relation to the business of the Judgment Debtors.

27

28
9
COMPLAINT

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Main Document Page 50 of 63
1 60. As a direct, foreseeable, and proximate result of Defendants' wrongful conduct,

2 S inger has suffered and continues to suffer substantial damages in excess of $ 1 ,45 9,5 1 9, the exact

3 amount to be ascertained at trial according to proof.

4 61 . Singer is entitled to avoidance of the aforesaid transfer of the Funds to the extent

5 necessary to satisfy his Money Judgment against the Judgment Debtors, jointly and severally,

6 and equitable relief in the form of an injunction against further transfer of the Funds, and/or

7 appointment of a Receiver.

8 62. Singer is informed and believes and thereon alleges that in doing the things

9 alleged herein, Defendants, and each of them, acted fraudulently, oppressively, maliciously, and

10 in conscious disregard of the rights of Singer. Therefore, Singer is entitled to recover punitive

11 and/or exemplary damages from Defendants in an amount to be established at the time of trial.

12 EIGHTH CAUSE OF ACTION

13 UNJUST ENRICHMENT

14 (Against AH Defendants)

15 63. Singer refers to and incorporates herein by reference the allegations contained in

I 16 paragraphs 1 through 62, above, as if specifically set forth herein.
i

i 17 64. Defendants received money (or property acquired through the proceeds of the

18 Funds) that was intended to be used for the benefit of Singer.

19 65. The Funds were not used for the benefit of Singer.

20 66. Despite repeated demands, Defendants have not provided the Funds to Singer.

21 67. As a result of the wrongful conduct of Defendants as alleged herein, Singer has

22 suffered damages in an amount to be determined according to proof at trial in excess of

-o
23 $1,459,519.

-'24

-•<>25
sp

••^26

27

28
10
COMPLAINT

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Main Document Page 51 of 63
1 PRAYER FOR RELIEF

2
WHEREFORE, Plaintiff Michael Singer prays for Judgment against Defendants, jointly
3
and severally, as follows:
4
On the First Cause of Action for Creditor's Suit
5
1. That the Funds be applied to Singer's Money Judgment against Judgment Debtors
6
until satisfied in full.
7
2. That Defendants not transfer the Funds or any other debt owed to Judgment
8
Debtors.

9
3. Judgment for possession of the Funds in favor of Singer.

10 On the Second Cause of Action for An Accounting

11 1. For an accounting of the Funds and any other monies or profits owed to Judgment

12 Debtors.

13 On the Third Cause of Action for Constructive Trust

14 1. For imposition of a Constructive Trust over the Funds for the benefit of Singer.

15 On the Fourth Cause of Action for Conversion and Sixth Cause of Action for Fraud
and Deceit
16
I
17 1. For damages in an amount to be determined according to proof at trial in excess

18 of $1,459,519.

19 2. For exemplary damages as provided under section 3294 of the California Civil Code.

20
On the Fifth Cause of Action for Declaratory and Injunctive Relief and Seventh
Cause of Action to Set Aside Fraudulent Transfer
21

22
1. For a judicial declaration:

23
a. That Singer is entitled to an Order granting execution on the Funds and other

•-vj
24 monies or profits belonging to Judgment Debtors until Singer's Money
•"•V

q?
25 Judgment is satisfied.

:T" 26 b. Voiding the fraudulent transfer of the Funds to the extent necessary for Singer

27 to be able to satisfy his Money Judgment.

28
11
COMPLAINT

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Main Document Page 52 of 63
1 c. That the foregoing remedies are in addition to any of Singer's other available

2 remedies as a creditor.

3 2. Alternatively, that Singer as Judgment Creditor recover Judgment for the value of the

Funds transferred, against the transferee or any other later transferee who took from
4

the transferee, except for a good-faith transferee as adjusted for the value of the Funds
5
when transferred.
6
3. An order attaching the Funds.
7
4. An order enjoining further transfer of the Funds and other monies or profits belonging
i 8
to Judgment Debtors until Singer's Money Judgment is satisfied.
9
5. Appointment of a Receiver to take charge of the Funds and other monies or profits
10
belonging to Judgment Debtors until Singer's Money Judgment is satisfied.
11
6. Any other relief the circumstances may require.
12
On the Eighth Cause of Action for Unjust Enrichment
13
1. For damages in an amount to be determined according to proof at trial in excess of

14
$1,459,519.

15
On All Causes of Action

16
1. For costs of suit, including attorney fees.

17 2. For such other and further relief as the Court deems just and proper.

18

19

20 DATED: December 27, 201 6 Respectfully submitted,

21 MICHELMAN & ROBINSON, LLP

22

-23
jkvktJ
By:.
-24 Sanford L. Michelman
-,>J
Jeffrey D. Farrow
'•-25 Steven S. Davis
Attorneys for Plaintiff and Judgment Creditor,
'26 Michael Singer

27

28
12
COMPLAINT

Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 53 of 63
p CM-010
IRNEY (Name, Stats Bar number, and address): FOR COURT USE ONLY
"Steven 'avis , .
Michelman & Robinson, LLP filed
10880 Wilshire Boulevard, 19th Floor
Los Angeles, CA 900024 •"SUSMBT
11NTY
i TELEPHONE NO.. 310-564-2610 . FAX NO.: 310-564-2671
attorney for (Nam): Plaintiff Michael Singer
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS Angeles
DEC 2 7 2016
i
street address: 1 1 1 North Hill Street dve Officer/Clerk
ShmiR.
MAILING ADDRESS:
j Deputy
CITY AND ZIP CODE: LO s Angeles, CA 90012 By.
BRANCH NAME: CentralDistrict
CASE NAME:
Michael Singer v. Michael J. Witherill, et al.
CASE NUMBER
CIVIL CASE COVER SHEET Complex Case Designation
1 / I Unlimited CD Limited
(Amount (Amount
I I Counter CC Joinder BC 644917
JUDGE:
demanded demanded is Filed with first appearance by defendant
exceeds $25,000) $25,000 or less) (Cal. Rules of Court, rule 3.402) DEPT:

Items 1-6 below must be completed (see instructions on page 2).
1 . Check one box below for the case type that best describes this case:
Auto Tort Contract Provisionally Complex Civil Litigation
I I Breach of contract/warranty (06) (Cal. Rules of Court, rules 3.400-3.403)
Auto (22)
I Uninsured motorist (46) Rule 3.740 collections (09) I I Antitrust/Trade regulation (03)
I | Construction defect (10)
X
Other PI/PD/WD (Personal Injury/Property LJ Other collections (09)
I I Mass tort (40)
CO
Damage/Wrongful Death) Tort I I Insurance coverage (18)
I I Asbestos (04) I I Other contract (37) I I Securities litigation (28) LL
Product liability (24) Real Property I I Environmental^oxic tort (30) >
I I Medical malpractice (46) I I Eminent domain/Inverse I I Insurance coverage claims arising from the
Other PI/PD/WD (23) condemnation (14) above listed provisionally complex case
CO
types (41)
Non-PI/PD/WD (Other) Tort i I Wrongful eviction (33)
I 1 Business tort/unfair business practice (07) I I Other real property (26) Enforcement of Judgment

I I Civil rights (08) Unlawful Detainer I / I Enforcement of judgment (20)
I I Defamation (13) I I Commercial (31) Miscellaneous Civil Complaint

Fraud (16) I I Residential (32) RICO (27)
I I Intellectual property (19) Drugs (38) I I Other complaint (not specified above) (42)
I I Professional negligence (25) Judicial Review
Miscellaneous Civil Petition
(ZD Other non-PI/PD/WD tort (35) I I Asset forfeiture (05) I I Partnership and corporate governance (21)
oyment I i Petition re: arbitration award (11) I I Other petition (not specified above) (43)
3 Wrongful termination (36) I I Writ of mandate (02)
I I Other employment (15) I I Other judicial review (39)
2. This case I I is I / I is not complex under rule 3.400 of the California Rules of Court. If the case is complex, mark the
factors requiring exceptional judicial management:
a. I I Large number of separately represented parties d. I I Large number of witnesses
b. I I Extensive motion practice raising difficult or novel e. I I Coordination with related actions pending in one or more courts
issues that will be time-consuming to resolve in other counties, states, or countries, or in a federal court
c. I I Substantial amount of documentary evidence f. I I Substantial postjudgment judicial supervision

3. Remedies sought (check all that apply): a.l I monetary b. I I nonmonetary; declaratory or injunctive relief c. I / I punitive
4. Number of causes of action (specify): Eight - see attachment
5. -This case I I is I / I is not a class action suit.
6. :;;;if there are any known related cases, file and serve a notice of related case. PCou may use form CM-015.) <.
Datp: December 27, 2016
Steven S. Davis
(TYPE OR PRINT NAME) (SIGNATURE OF PARTY PR ATTORNEYTOR PARTY)

I Z NOTICE
.„ •j-piaintiff must file this cover sheet with the first paper filed in the action or proceeding (except small claims cases or cases filed
c •—L. under the Probate Code. Family Code, or Welfare and Institutions Code). (Cal. Rules of Court, rule 3.220.) Failure to file may result
~—3» in sanctions.
— • File this cover sheet in addition to any cover sheet required by local court rule.
• If this case is complex under rule 3.400 et seq. of the California Rules of Court, you must serve a copy of this cover sheet on all
( Q other parties to the action or proceeding.
• Unless this is a collections case under rule 3.740 or a complex case, this cover sheet will be used for statistical purposes only.
'age 1 of 2
flC=5SSS=

QZ Form Adopted for Mandatory Use
Judicial Council of California
CIVIL CASE COVER SHEET
Cal. Rules of Court, rules 2.30, 3.220, 3.40O-3.403, 3.740;
Cal. Standards of Judicial Administration, std. 3.10

o CM-010 (Rev. July 1,2007)

Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40
www.courtinfo.ce.gov

Desc
Main Document Page 54 of 63
CM-010
INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET
To Plaintiffs and Others Filing First Papers. If you are filing a first paper (for example, a complaint) In a civil case, you must
complete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1 . This information will be used to compile
statistics about the types and numbers of cases filed. You must complete items 1 through 6 on the sheet. In item 1 , you must check
one box for the case type that best describes the case. If the case fits both a general and a more specific type of case listed in item 1 ,
check the more specific one. If the case has multiple causes of action, check the box that best indicates the primary cause of action.
To assist you in completing the sheet, examples of the cases that belong under each case type in item 1 are provided below. A cover
sheet must be filed only with your initial paper. Failure to file a cover sheet with the first paper filed in a civil case may subject a party,
its counsel, or both to sanctions under rules 2.30 and 3.220 of the California Rules of Court.
To Parties in Rule 3.740 Collections Cases. A "collections case" under rule 3.740 is defined as an action for recovery of money
owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in
which property, services, or money was acquired on credit. A collections case does not include an action seeking the following: (1) tort
damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of
attachment. The identification of a case as a rule 3.740 collections case on this form means that it will be exempt from the general
time-for-service requirements and case management rules, unless a defendant files a responsive pleading. A rule 3.740 collections
case will be subject to the requirements for service and obtaining a judgment in rule 3.740.
To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the
case is complex. If a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated by
completing the appropriate boxes in items 1 and 2. If a plaintiff designates a case as complex, the cover sheet must be served with the
complaint on all parties to the action. A defendant may file and serve no later than the time of its first appearance a joinder in the
plaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiff has made no designation, a designation that
the case is complex. CASE TYPES AND EXAMPLES
Contract Provisionally Complex Civil Litigation (Cal.
Auto Tort
Breach of Contract/Warranty (06) Rules of Court Rules 3.400-3.403)
Auto (22)-Personal Injury/Property
Breach of Rental/Lease Antitrust/Trade Regulation (03)
Damage/Wrongful Death
Contract (not unlawful detainer Construction Defect (10)
Uninsured Motorist (46) (If the
or wrongful eviction) Claims Involving Mass Tort (40)
case involves an uninsured
Contract/Warranty Breach-Seller Securities Litigation (28)
motorist claim subject to
Plaintiff (not fraud or negligence) Environmental/Toxic Tort (30)
arbitration, check this item
Negligent Breach of Contract/ Insurance Coverage Claims
instead of Auto)
Warranty (arising from provisionally complex
Other PI/PD/WD (Personal Injury/
Other Breach of Contract/Warranty case type listed above) (41)
Property Damage/Wrongful Death)
Collections (e.g., money owed, open Enforcement of Judgment
Tort
book accounts) (09) Enforcement of Judgment (20)
Asbestos (04)
Collection Case-Seller Plaintiff Abstract of Judgment (Out of
Asbestos Property Damage County)
Asbestos Personal Injury/ Other Promissory Note/Collections
Case Confession of Judgment (non-
Wrongful Death
insurance Coverage (not provisionally domestic relations)
Product Liability (not asbestos or
complex) (18) Sister State Judgment
toxic/environmental) (24)
Auto Subrogation Administrative Agency Award
Medical Malpractice (45)
Other Coverage (not unpaid taxes)
Medical Malpractice-
Petition/Certification of Entry of
Physicians & Surgeons Other Contract (37)
Judgment on Unpaid Taxes
Other Professional Health Care Contractual Fraud
Other Enforcement of Judgment
Malpractice Other Contract Dispute Case
Other PI/PD/WD (23) Real Property
Miscellaneous Civil Complaint
Premises Liability (e.g., slip Eminent Domain/Inverse
Condemnation (14)
RICO (27)
and fall)
Other Complaint (not specified
Intentional Bodily Injury/PD/WD Wrongful Eviction (33)
above) (42)
(e.g., assault, vandalism) Other Real Property (e.g., quiet title) (26)
Declaratory Relief Only
Intentional Infliction of Writ of Possession of Real Property Injunctive Relief Only (non-
Emotional Distress Mortgage Foreclosure harassment)
Negligent Infliction of Quiet Title Mechanics Lien
Emotional Distress Other Real Property (not eminent
Other Commercial Complaint
Other PI/PD/WD domain, landlord/tenant, or
Case (non-tort/non-complex)
Non-PI/PD/WD (Other) Tort foreclosure)
Other Civil Complaint
Business Tort/Unfair Business Unlawful Detainer (non-tort/non-complex)
Practioe (07) Commercial (31)
Miscellaneous Civil Petition
Civil Rights (e.g., discrimination, Residential (32) Partnership and Corporate
false arrest) (not civil Drugs (38) (if the case involves illegal Governance (21)
-.j harassment) (08) drugs, check this item; otherwise, Other Petition (not specified
..Defamation (e.g., slander, libel) report as Commercial or Residential) above) (43)
o (13) Judicial Review Civil Harassment
--Fraud (16) Asset Forfeiture (05) Workplace Violence
"-Intellectual Property (19) Petition Re: Arbitration Award (11) Elder/Dependent Adult
^'Professional Negligence (25) Writ of Mandate (02) Abuse
Legal Malpractice Writ-Administrative Mandamus Election Contest
Other Professional Malpractice Writ-Mandamus on Limited Court Petition for Name Change
(not medical or legal) Case Matter Petition for Relief From Late
Other Non-PI/PD/WD Tort (35) Writ-Other Limited Court Case Claim
Employment Review Other Civil Petition
Wrongful Termination (36) Other Judicial Review (39)
Other Employment (15) Review of Health Officer Order
Notice of Appeal-Labor
Commissioner Appeals
Page 2 of 2
CNW10 [Rev. July 1, 2007)
CIVIL CASE COVER SHEET

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Main Document Page 55 of 63
CASE NUMBER:
SHORT TITLE: Michael Singer v. Michael Witheri.ll, et al.

1

2 4. (1) Creditor's Suit

3 (2) Accounting

4 (3) Constructive Trust

5 (4) Conversion

6 (5) Declaratory and Injunctive Relief

7 (6) Fraud and Deceit

8 (7) Set Aside Fraudulent Transfer

9 (8) Unjust Enrichment

10

11

12

13

14

15

16

17

18

19

20

21

22

2i£
24
I ~-r'

2|
:.7

26 (Required for verified pleading) The items on this page stated on information and belief are (specify item numbers, not line
numbers):
27
This page may be used with any Judicial Council form or any other paper filed with the court. Page 3.

Form Approved by the
ADDITIONAL PAGE
CRC201.501
Judicial Council of California Attach to Judicial Council Form or Other Court Paper
MC-020 [New January 1. 1987]

Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 56 of 63
SHORT TITLE:
Michael Singer v. Michael J. Witherill, et al.
CASE NUMBER
BC 644917

CIVIL CASE COVER SHEET ADDENDUM AND
STATEMENT OF LOCATION
(CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION)

This form is required pursuant to Local Rule 2.3 in all new civil case filings in the Los Angeles Superior Court.

Step 1 : After completing the Civil Case Cover Sheet (Judicial Council form CM-010), find the exact case type in
Column A that corresponds to the case type indicated in the Civil Case Cover Sheet.

Step 2: In Column B, check the box for the type of action that best describes the nature of the case.

Step 3: In Column C, circle the number which explains the reason for the court filing location you have
chosen.
Fax
Applicable Reasons for Choosing Court Filing Location (Column C)

1. Class actions must be filed in the Stanley Mosk Courthouse, Central District. 7. Location where petitioner resides.

2. Permissive filing in central distirict. B. Location wherein defendant/respondent functions wholly.

3. Location where cause of action arose. 9. Location where one or more of the parties reside.

4. Mandatory personal injury filing in North District. 10. Location of Labor Commissioner Office.
11. Mandatory filing location (Hub Cases - unlawful detainer, limited
5. Location where performance required or defendant resides.
non-collection, limited collection, or personal injury).

6. Location of property or permanently garaged vehicle.

A B c
Civil Case Cover Sheet Type of Action Applicable Reasons -
Category No. (Check only one) See Step 3 Above

Auto (22) A71 00 Motor Vehicle - Personal Injury/Property Damage/Wrongful Death 1,4, 11

3 -c
3 o
< Uninsured Motorist (46) A7110 Personal Injury/Property Damage/Wrongful Death -Uninsured Motorist 1,4.11
i

A6070 Asbestos Property Damage 1, 11
Asbestos (04)
A7221 Asbestos - Personal Injury/Wrongful Death 1,11

§L °
Product Liability (24) A7260 Product Liability (not asbestos or toxic/environmental) 1, 4, 11
2 £
cl <e
o
£> Q A7210 Medical Malpractice - Physicians & Surgeons 1,4, 11

,
1L-2
-=~cn
Medical Malpractice (45)
1,4,11
A7240 Other Professional Health Care Malpractice
I

A7250 Premises Liability (e.g., slip and fall)
1,4,11
n O) Other Personal
injury Property A7230 Intentional Bodily Injury/Property Damage/Wrongful Death (e.g.,
1,4, 11
— i4 Damage Wrongful assault, vandalism, etc.)
1,4,11
CD ° ;r>
Death (23) A7270 Intentional Infliction of Emotional Distress
1,4,11
A7220 Other Personal Injury/Property Damage/Wrongful Death
en
o

LACIV 109 (Rev 2/16) CIVIL CASE COVER SHEET ADDENDUM Local Rule 2.3
LASC Approved 034)4 AND STATEMENT OF LOCATION Page 1 of 4
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 57 of 63
V

SHORT TITLE: CASE NUMBER
Michael Singer v. Michael J. Witherill, et al.

A B C Applicable
Civil Case Cover Sheet Type of Action Reasons - See Step 3
Category No, (Check only one) Above

Business Tort (07) A6029 Other Commercial/Business Tort (not fraud/breach of contract) 1.2,3

Civil Rights (08) A6005 Civil Rights/Discrimination 1.2,3

8 -
0. § Defamation (13) A6010 Defamation (slander/libel) 1,2,3

2. .2
c en
Fraud (16) A6013 Fraud (no contract) 1,2,3
ra |
§ S A6017 Legal Malpractice 1.2,3

I*
c 1
Professional Negligence (25)
A6050 Other Professional Malpractice (not medical or legal) 1,2,3

O A
Z Q
Other (35) A6025 Other Non-Personal Injury/Property Damage tort 1,2,3

Wrongful Termination (36) A6037 Wrongful Termination 1.2,3
e

E

A6024 Other Employment Complaint Case 1,2,3
°
Q. Other Employment (1 5)
E A6109 Labor Commissioner Appeals 10
ui

A6004 Breach of Rental/Lease Contract (not unlawful detainer or wrongful 2,5
eviction)
Breach of Contract/ Warranty 2,5
(06)
A6008 Contract/Warranty Breach -Seller Plaintiff (no fraud/negligence)
(not insurance) 1,2,5
A6019 Negligent Breach of Contract/Warranty (no fraud)
1,2,5
A6028 Other Breach of Contract/Warranty (not fraud or negligence)

A6002 Collections Case-Seller Plaintiff 5, 6,11
S Collections (09)
A601 2 Other Promissory Note/Collections Case 5,11
o
u
P A6034 Collections Case-Purchased Debt (Charged Off Consumer Debt 5, 6,11
Purchased on or after January 1, 2014)

Insurance Coverage (1 8) A6015 Insurance Coverage (not complex) 1,2, 5,8

A6009 Contractual Fraud 1,2, 3,5

Other Contract (37) A6031 Tortious Interference 1,2, 3,5

A6027 Other Contract Dispute(not breach/insurance/fraud/negligence) 1,2. 3, 8,9

Eminent Domain/Inverse
A7300 Eminent Domain/Condemnation Number of parcels. 2,6
Condemnation (14)

£
OJ
a.
Wrongful Eviction (33) A6023 Wrongful Eviction Case 2,6
o
CL
A A6018 Mortgage Foreclosure 2,6
at
„JB£ Other Real Property (26) A6032 Quiet Title 2,6

'-•V O A6060 Other Real Property (not eminent domain, landlord/tenant, foreclosure) 2,6

Unlawful Detainer-Commercial
A6021 Unlawful Detainer-Commercial (not drugs or wrongful eviction) 6,11
-Q) (31)
-jg Unlawful Detainer-Residential
JS A6020 Unlawful Detainer-Residential (not drugs or wrongful eviction) 6,11
q3 1321
3 Unlawful Detainer-
A6020F Unlawful Detainer-Post-Foreclosure 2, 6,11
% Post-Foreclosure (34)
JS
c
Z3 Unlawful Detainer-Drugs (38) A6022 Unlawful Detainer-Drugs 2,6,11

LACIV 1 09 (Rev 2/16) CIVIL CASE COVER SHEET ADDENDUM Local Rule 2.3
LASC Approved 03-04 AND STATEMENT OF LOCATION Page 2 of 4
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 58 of 63
SHORT TITLE: CASE NUMBER
Michael Singer v. Michael J. Witherill, et al.

A B C Applicable
Civil Case Cover Sheet Type of Action Reasons - See Step 3
Category No. (Check only one) Above

Asset Forfeiture (05) A6108 Asset Forfeiture Case 2,3,6

Petition re Arbitration (11) A6115 Petition to Compel/Confirm/Vacate Arbitration 2,5
3
.2
% A6151 Writ - Administrative Mandamus . 2,8
oe
75 A6152 Writ - Mandamus on Limited Court Case Matter 2
Writ of Mandate (02)
2
T>
3 A6153 Writ - Other Limited Court Case Review 2

Other Judicial Review (39) A6150 Other Writ /Judicial Review 2,8

Antitrust/Trade Regulation (03) A6003 Antitrust/Trade Regulation 1,2,8
c
.2
13 Construction Defect (10) Q A6007 Construction Defect 1.2,3
S
Claims Involving Mass Tort 1,2,8
2 A6006 Claims Involving Mass Tort
(40)
n.
E
o
Securities Litigation (28) A6035 Securities Litigation Case 1,2,8
u
J>>
75 Toxic Tort
c O A6036 Toxic Tort/Environmental 1,2, 3.8
.2 Environmental (30)
.2
S Insurance Coverage Claims
A6014 Insurance Coverage/Subrogation (complex case only) 1,2, 5,8
CL from Complex Case (41)

A6141 Sister State Judgment 2, 5,11

A6160 Abstract of Judgment ^ 2.6
-E
Q)
c
0)
A6107 Confession of Judgment (non-domestic relations) 2,9
E E Enforcement
a> o>
of Judgment (20) A6140 Administrative Agency Award (not unpaid taxes) 2,8
" "5
•S ->
c *_
A61 14 Petition/Certificate for Entry of Judgment on Unpaid Tax 2,8
ui o

H A6112 Other Enforcement of Judgment Case 2, 8,9

RICO (27) A6033 Racketeering (RICO) Case 1,2,8

I*
2
0
O A6030 Declaratory Relief Only 1,2,8
c £
A6040 Injunctive Relief Only (not domestic/harassment) 2,8
- £ Other Complaints
S o (Not Specified Above) (42)
% A601 1 Other Commercial Complaint Case (non-tort/non-complex) 1,2,8

o A6000 Other Civil Complaint (non-tort/non-complex) 1,2,8

Partnership Corporation
A6113 Partnership and Corporate Governance Case 2,8
Governance (21)

A6121 Civil Harassment 2, 3,9

SMs A6123 Workplace Harassment 2, 3.9
s:J A6124 Elder/Dependent Adult Abuse Case 2, 3,9
If Other Petitions (Not

l-l Specified Above) (43) A61 90 Election Contest 2

E'SO A6110 Petition for Change of Name/Change of Gender 2,7
:.T' A6170 Petition for Relief from Late Claim Law . 2,3,8
A6100 Other Civil Petition
2,9

LACIV 109 (Rev 2(16) CIVIL CASE COVER SHEET ADDENDUM Local Rule 2.3

LASC Approved 03-04 AND STATEMENT OF LOCATION Page 3 of 4
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 59 of 63
SHORT TfTLE: CASE NUMBER
Michael Singer v. Michael J. Witherill, et al.

Step 4: Statement of Reason and Address: Check the appropriate boxes for the numbers shown under Column C for the
type of action that you have selected. Enter the address which is the basis for the filing location, including zip code.
(No address required for class action cases).

ADDRESS:

REASON: 9800 DeSoto Avenue

1 . 0 2. 3. 4. 5. 6. 7. 08.0 9. 10. D 11.

CITY: STATE: ZIP CODE:

Chatsworth CA 91331

Step 5: Certification of Assignment: I certify that this case is properly filed in the Central District of
the Superior Court of California, County of Los Angeles [Code Civ. Proc., §392 et seq., and Local Rule 2.3(a)(1)(E)].

Dated- December 27, 2016
(SIGNATURE OF ATTORNEY/FILING PARTY)

PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLY
COMMENCE YOUR NEW COURT CASE:

1. Original Complaint or Petition.

2. If filing a Complaint, a completed Summons form for issuance by the Clerk.

3. Civil Case Cover Sheet, Judicial Council form CM-010.

4. Civil Case Cover Sheet Addendum and Statement of Location form, LACIV 109, LASC Approved 03-04 (Rev.
02/16).

5. Payment in full of the filing fee, unless there is court order for waiver, partial or scheduled payments.

6. A signed order appointing the Guardian ad Litem, Judicial Council form CIV-010, if the plaintiff or petitioner is a
minor under 18 years of age will be required by Court in order to issue a summons.

7. Additional copies of documents to be conformed by the Clerk. Copies of the cover sheet and this addendum
must be served along with the summons and complaint, or other initiating pleading in the case.

O
"-f

--vj
"•V

LACIV 109 (Rev 2/16) CIVIL CASE COVER SHEET ADDENDUM Local Rule 2.3
LASC Approved 03-04 AND STATEMENT OF LOCATION Page 4 of 4
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 60 of 63
EXHIBIT “E”

{0099999.0012/00701096.DOCX / }
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 61 of 63
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
Civil Division
Central District, Stanley Mosk Courthouse, Department 42

BC644917 October 17, 2018
MICHAEL SINGER VS MICHAEL J WITHERILL ET AL 8:30 AM

Judge: Honorable Holly E. Kendig CSR: None
Judicial Assistant: Susana C. Ontiveros ERM: None
Courtroom Assistant: B. Ly Deputy Sheriff: None

APPEARANCES:
For Plaintiff(s): Jeffrey Dean Farrow by Steven S. Davis, Esq. (x)
For Defendant(s): Arash Beral by Jeffrey S. Goodfriend, Esq. (x)

NATURE OF PROCEEDINGS:

EX PARTE APPLICATION OF PROSPECTIVE INTERVENORS BRIAN SCOTT
WEISENBURGER AND JACQUELINE S. WEISENBURGER TO INTERVENE THE
ACTION UNDER CCP 387 AND TO FILE PROPOSED COMPLAINT IN INTERVENTION,
OR ALTERNATIVELY TO SHORTEN TIME FOR A HEARING ON MOTION TO
INTERVENE IN THE ACTION;

Ex Parte application is read and considered in chambers.

Ex parte application is denied. Moving party fails to show good cause for exercise of the court’s
ex parte jurisdiction. There is no showing of irreparable harm or immediate danger in the
absence of ex parte relief. CRC 3.1202(c). Moving party has also failed to provide good cause
for the relief sought.

The ex parte application of non-parties Weisenburger for leave to intervene is denied, without
prejudice. In addition, there is opposition to the proposed intervention. This is not a matter for an
ex parte. No good cause has been presented as to why there is any basis to intervene. In addition,
no good cause has been presented why this application was not filed sooner. Likewise, these new
non-parties apparently have no interest in the dispute at issue in this lawsuit. This court is not a
bankruptcy court.

Defendant seeks by ex parte an earlier hearing date, but the court does not have available an
earlier date. The court’s hearing schedule is extremely congested, due to the closing of
courtrooms and redistribution of additional cases to this court. The parties are ordered to use the
CRS reservation system to find the earliest date available for a noticed motion hearing.

Minute Order Page 1 of 2
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Main Document Page 62 of 63
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
Civil Division
Central District, Stanley Mosk Courthouse, Department 42

BC644917 October 17, 2018
MICHAEL SINGER VS MICHAEL J WITHERILL ET AL 8:30 AM

Judge: Honorable Holly E. Kendig CSR: None
Judicial Assistant: Susana C. Ontiveros ERM: None
Courtroom Assistant: B. Ly Deputy Sheriff: None

A copy of this minute order is handed to counsel in the courtroom.

Moving party is to give notice.

Minute Order Page 2 of 2
Case 2:18-ap-00528-SHG Doc 1 Filed 12/10/18 Entered 12/10/18 10:32:40 Desc
Main Document Page 63 of 63