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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/MJW Films, LLC
8
IN THE UNITED STATES BANKRUPTCY COURT
9
FOR THE DISTRICT OF ARIZONA
10
In re: Chapter 11
11
MJW FILMS, LLC, and Jointly administered under
12 J WICK PRODUCTIONS, LLC Case No. 2:18-bk-12874-SHG

13 Debtors. Case No.: 2:18-bk-12874-SHG
Case No.: 2:18-bk-12875-PS
14

15 MJW FILMS, LLC, an Arizona limited Adv. No. ____________________
liability company,
16 COMPLAINT TO:
Plaintiff, (I) DECLARE VIOLATIONS OF THE
17 AUTOMATIC STAY AND PREVENT
v. FURTHER VIOLATIONS;
18 (II) AVOID FRAUDULENT TRANSFERS;
MICHAEL SINGER, an individual (III) AVOID PREFERENTIAL TRANSFERS
19 and AVOIDABLE LIENS;
Defendant. (IV) OBJECT TO ALLOWANCE OF
20 CLAIM(S) AND DETERMINE EXTENT,
VALIDITY, AND PRIORITY OF ANY
21 ASSERTED LIENS, AND (V) TO
EQUITABLY SUBORDINATE CLAIM(S).
22

23 Plaintiff MJW Films, LLC (“MJW”), for its claims for relief against Defendant Michael

24 Singer (“Singer”) alleges as follows:

25 INTRODUCTION

26 MJW is charged with the duty of protecting and representing the interests of creditors of its

27 estate. In furtherance of those duties, MJW seeks to stop the aggressive, over-reaching and

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1 detrimental collection activities of Singer. Singer, a judgment creditor, has as his single aim to propel

2 himself ahead of all other legitimate creditors of MJW by interfering with MJW’s property rights in

3 its most valuable assets. Singer has thwarted MJW’s defensive efforts in litigation in the California

4 Superior Court because of MJW’s lack of resources to aggressively defend its position and the

5 interests of its creditors. MJW brings this action to ensure that Singer, as one creditor, cannot usurp

6 relative debt priorities and misappropriate assets for his personal benefit, leaving behind like creditors

7 and equity holders deprived of their just allocation of MJW’s assets.

8 BACKGROUND OF MJW’S LIMITED RELATIONSHIP WITH SINGER

9 1. MJW was formed to produce quality movies. Its work is sometimes completed

10 through specific subsidiaries formed for each discrete project in light of discrete investors, talent, and
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ENGELMAN BERGER, P.C.

11 distribution agreements.
Phoenix, Arizona 85012

12 2. MJW formed such a subsidiary, J Wick Productions, LLC, it’s jointly administered

13 debtor in these jointly administered chapter 11 proceedings (“J Wick” and together with MJW,

14 “Debtors”), for the financing and production of the film John Wick, a film starring Keanu Reeves that

15 was received positively by audiences and critics alike.

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

17 4. In 2014, MJW ran short of operating cash for one of its projects.

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

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

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

21 unsecured Singer Loan into an alleged secured claim of more than $2.3 million against not only

22 MJW, but also MJW’s one-half owned subsidiary, J Wick (which has separately filed for relief from

23 Singer’s actions against its respective assets).

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

25 millionaire” litigant holding a relatively unlimited war chest) against the financially strapped MJW to

26 extract concessions from it and extraordinary relief through litigation before the California Superior

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

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

2 of MJW and its partial subsidiary J Wick. Singer’s aim is to strip MJW and its legitimate creditors

3 and interest holders from realizing recovery from revenues that will be paid to MJW on account of its

4 ownership in J Wick.

5 9. Singer sought and continues to seek to assert his advantage in a “race to the

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

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

8 10. In light of the foregoing, this adversary proceeding prays for: (1) declaratory relief to

9 enforce the automatic stay under 11 U.S.C. § 362(a) regarding alleged claims being prosecuted by

10 Singer in California; (2) avoidance and recovery of certain obligations incurred by MJW to Singer
3636 North Central Avenue, Suite 700
ENGELMAN BERGER, P.C.

11 (which Singer has improperly sight to impute to J Wick) as a constructively fraudulent transfer
Phoenix, Arizona 85012

12 pursuant to 11 U.S.C. §§ 544 and 550 and A.R.S. § 44-1001, et seq.; (3) avoidance and recovery for

13 the benefit of its estate of any inchoate liens and interests Singer may claim as to certain assets of

14 MJW’s estate (including its interests in J Wick) pursuant to 11 U.S.C. §§ 544 et seq., 547 and § 550;

15 (4) determination of the extent, validity, and priority of Singer’s claims against MJW and its estate

16 assets; and (5) equitable subordination of Singer’s alleged claim, in whole or in part.

17 11. This adversary proceeding serves as an objection to Singer’s claims as scheduled on

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

19 PARTIES, JURISDICTION, AND VENUE

20 12. On October 22, 2018 (the “Petition Date”), MJW filed a voluntary petition for relief

21 under chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”).

22 13. Since the Petition Date, MJW has remained in possession of its assets (except those

23 improperly distrained by and at the behest of Singer) and continues to operate its business as a debtor-

24 in-possession in accordance with 11 U.S.C. §§ 1107 and 1108. MJW has all of the rights and powers

25 of a trustee in bankruptcy pursuant to 11 U.S.C. § 1107(a).

26 14. MJW is an Arizona limited liability company with its principal place of business in

27 Gilbert, Arizona.

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1 15. Singer is an individual residing in the state of California.

2 16. Singer loaned monies to MJW prior to the Petition Date.

3 17. This Court has subject matter jurisdiction pursuant to 28 U.S.C. §§ 157(b) and 1334

4 (a) &,(b).

5 18. This Adversary Proceeding presents a core proceeding within the meaning of

6 28 U.S.C. § 157(b)(2)(A), (B), (E), (F), (G), (H), (K) & (O). MJW consents to final judgment by the

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

8 19. Singer asserts an invalid and/or avoidable secured claim against, among other things,

9 MJW’s beneficial interest in J Wick’s income stream, which is MJW’s most liquid and currently

10 valuable asset and which constitutes property of MJW’s bankruptcy estate.
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ENGELMAN BERGER, P.C.

11 20. This Complaint arises under Chapter 5 of Title 11 of the United States Code,
Phoenix, Arizona 85012

12 specifically 11 U.S.C. §§ 362, 502, 506(d), 541, 542, 544, 547, and 550.

13 21. Resolving these causes of action is a necessary step in the allowance or disallowance

14 of Singer's claims, determining the validity of any asserted liens, and formulating equitable

15 distribution among all creditors.

16 22. MJW's reorganization case is properly venued in the Phoenix Division of the United

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

18 Proceeding.

19 BACKGROUND ALLEGATIONS COMMON TO ALL COUNTS

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

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

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

23 24. In 2013, MJW caused J Wick to be formed in order to produce what would eventually

24 become the hit film John Wick.

25 25. MJW holds a 50% ownership interest in J Wick.

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

27 Michigan investor, Sam X. Eyde as a result of, among other things, Mr. Eyde’s $7,000,000 guaranty

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1 of the financing to complete John Wick.

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

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

4 Stuck.

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

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

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

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

9 financial setbacks including a shortfall in funding at the very end of Stuck’s production which

10 threatened Stuck Productions’ ability to make union production payroll that could potentially shut-
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11 down filming.
Phoenix, Arizona 85012

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

13 its subsidiary Stuck Productions.

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

15 as Exhibit A.

16 32. Witherill guaranteed the Singer Loan.

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

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

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

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

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

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

23 resolve the defaulted loan.

24 36. The Singer Settlement Agreement, however, required that MJW and Witherill jointly

25 pay a total settlement sum of $700,000 to Singer, even though the Singer Loan balance was nowhere

26 near such amount.

27 37. The excess liability incurred by MJW in the Singer Settlement Agreement arose from

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1 Singer’s putative claims against Witherill arising from prior movie project investments (the “H&W

2 Investments”) made by Singer, in which projects MJW had no direct or indirect interest, and from

3 which investments MJW received no benefit.

4 38. Singer asserted losses of approximately $1.44 million (the “Singer H&W Claims”).

5 from the H&W Investments, and demanded that Witherill undertake that liability and cause MJW to

6 also undertake that liability under the terms of the Singer Settlement Agreement.

7 39. A true and correct copy of the Singer Settlement Agreement is attached hereto as

8 Exhibit B.

9 40. The Singer Settlement Agreement further required MJW and Witherill to execute and

10 deliver a “pocket judgment” to Singer providing for a judgment against both MJW and Witherill in
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11 favor of Singer in the collective amount of $2 million (the “Singer Judgment”) that Singer was
Phoenix, Arizona 85012

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

13 Singer Settlement Agreement.

14 41. MJW and Witherill were unable to timely raise the funds necessary to satisfy their

15 obligations under the Singer Settlement Agreement and Singer subsequently lodged and obtained

16 entry of the Singer Judgment on November 7, 2014.

17 42. A true and correct copy of the Singer Judgment is attached hereto as Exhibit C.

18 43. On December 27, 2016, Singer subsequently filed a complaint (the “Singer

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

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

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

22 Freeway Entertainment Group B.V. (collectively, “Freeway”); among the claims asserted by Singer

23 were alter ego claims, seeking to treat MJW, J Wick, Witherill, and other allegedly related entities as

24 one entity. The revenues payable directly to J Wick are payable by Freeway under that certain

25 Collection Account and Management Agreement (“CAMA”) between and among J Wick and certain

26 third parties involved in the production of John Wick. A true and correct copy of the Singer

27 Complaint is attached hereto as Exhibit D.

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

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

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

4 45. Through the Singer Enforcement Action, Singer sought to, among other things,

5 foreclose upon MJW’s membership interests in J Wick and thereby reach all of the movie revenues

6 that would be flowing to MJW on account of its equity interest in J Wick.

7 46. Singer also sought to directly interdict and reach the movie revenues due to J Wick on

8 account of the successful John Wick production, even though such revenues must be allocated by J

9 Wick to its creditors and equity holders under its own respective obligations. These issues are the

10 subject of a separate Complaint filed by J Wick.
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ENGELMAN BERGER, P.C.

11 47. Prior to the filing of MJW’s voluntary petition commencing its Chapter 11 case,
Phoenix, Arizona 85012

12 Singer sought an order from the California Court seeking to use California law and procedure to reach

13 the actual equity interest of MJW in J Wick (not limited to revenue as a charging order but a full

14 execution on and foreclosure of the equity interest itself).

15 48. On the day of the Chapter 11 filing, the California Court had under advisement a form

16 of order lodged by Singer pursuant to which the California Court was to order the foreclosure sale of

17 MJW’s interests in J Wick.

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

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

20 50. As of the Petition Date, the Singer Enforcement Action was stayed with respect MJW

21 and the property of its bankruptcy estate.

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

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

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

25 52. On information and belief, Singer asserts a claim against MJW of more than $2.3

26 million.

27 53. The property of the MJW bankruptcy estate includes the potential alter ego claims of

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1 the type asserted by Singer as against third parties J Wick and Witherill.

2 54. On information and belief, Singer asserts a claim against J Wick, Witherill, and others

3 of more than $2.3 million as the alter egos of MJW.

4 COUNT I
Declaratory Relief to Enforce the Automatic Stay
5 Under 11 U.S.C. §§ 105 and 362.
6 55. MJW incorporates by reference the allegations set forth in the preceding paragraphs as

7 if fully restated herein.

8 56. In the Singer Complaint, Singer asserts eight counts against all named defendants,

9 including MJW (and J Wick) seeking: (1) garnishment as to Freeway and J Wick to attach obligations

10 of such parties to MJW; (2) accounting by all defendants as to monies owed to MJW and Witherill;
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11 (3) imposition of a constructive trust on any property, rents, issues or profits in the possession of the
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12 defendants that directly or indirectly belong to MJW or Witherill (defined by Singer as “Funds”); (4)

13 conversion claims against defendants in that action in connection with allegedly improper

14 disbursements of CAMA funds by Freeway in 2016; (5) injunctive relief determining that Singer may

15 execute upon the Funds; (6) claims for fraud and deceit in the handling of the Funds; (7) fraudulent

16 transfer claims to avoid and recover Funds as actually and constructively fraudulent; and (8) unjust

17 enrichment claims for defendants’ collective failure to turn over the Funds to Singer.

18 57. Singer alleges in the General Allegations of the Singer Complaint that “there is such

19 unity of interest and ownership between and among Defendants Witherill and MJW on the one hand,

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

21 separate personalities of Witherill and MJW on the one and J Wick on the other and do not in reality

22 exist.” Singer Complaint at ¶ 21.

23 58. Singer’s allegations as to Witherill comprise alter ego claims.

24 59. The alter ego claims asserted by Singer are property of MJW’s bankruptcy estate.

25 60. The claims asserted in the Singer Complaint now comprise property of MJW’s estate.

26 61. The entirety of the Singer Enforcement Action is stayed pursuant to 11 U.S.C. § 362.

27 62. On information and belief, Singer has maliciously and willfully continued to prosecute

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1 the Singer Enforcement Action after the Petition Date and in violation of the automatic stay by,

2 among other things, entering orders and pursuing discovery from Witherill in order to advance claims

3 now held by MJW’s bankruptcy estate.

4 63. MJW is entitled to damages, including punitive damages, from Singer for his willful

5 violation of the automatic stay.

6 WHERFORE, MJW requests that this Court enter judgment in its favor and against Singer

7 on Count I granting declaratory relief (i) determining that all claims asserted by Singer in the Singer

8 Enforcement Action comprise assets of MJW’s bankruptcy estate and any actions to assert dominion

9 over such claims violates the automatic stay; (ii) declaring that Singer is stayed from further

10 prosecuting the Singer Enforcement Action; and (iii) awarding MJW appropriate damages for
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11 Singer’s knowing, willful and malicious continuing violations of the automatic stay.
Phoenix, Arizona 85012

12 COUNT II
Avoidance and Recovery of Fraudulent Transfers
13 Under 11 U.S.C. § 544(b) and A.R.S. § 44-1001 et seq.
14 64. MJW incorporates by reference the allegations set forth in the preceding paragraphs as

15 if fully restated herein.

16 65. MJW incurred liability to Singer based on his assertion of the Singer H&W Claims for

17 which MJW had no liability, and entered into an agreement resulting in an agreed consent order

18 against MJW on or within four years before the Petition Date (the “Transfers”).

19 66. MJW received less than a reasonably equivalent value in exchange for the Transfers.

20 67. MJW was insolvent on the dates the Transfers were made or became insolvent as a

21 result of the Transfers.

22 68. As of the date of the Transfers, MJW was engaged in business and/or transactions, or

23 was about to engage in business and/or transactions, for which the remaining property of MJW was

24 an unreasonably small capital.

25 69. As of the date of the Transfers, MJW intended to incur, or believed that it would incur,

26 debts that would be beyond its ability to pay as such debts matured.

27 70. Based upon the foregoing, the Transfers constitute avoidable fraudulent transfers

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1 pursuant to § 544(b) of the Bankruptcy Code and A.R.S. § 44-1001 et seq.

2 71. Pursuant to 11 U.S.C. §§ 544(b) and 550 and A.R.S. § 44-1001 et seq., MJW is

3 entitled to avoid and recover from Singer the Transfers for the benefit of MJW and its estate.

4 WHERFORE, MJW requests that this Court enter judgment in its favor and against Singer

5 on Count II avoiding the Transfers pursuant to11 U.S.C. §§ 544(b) and 550 and A.R.S. § 44-1001 et

6 seq., for the benefit of MJW’s estate.

7 COUNT III
Avoidance of and Recovery of Preferential Transfer and Exercise of Strong-Arm Powers
8 Pursuant to 11 U.S.C. §§ 544 et. seq., 547 and 550
9 72. MJW incorporates by reference the allegations set forth in the preceding paragraphs as

10 if fully set forth herein.
3636 North Central Avenue, Suite 700
ENGELMAN BERGER, P.C.

11 73. The Foreclosure Procedure Order is alleged to have been entered on October 18, 2018,
Phoenix, Arizona 85012

12 within ninety days prior to the Petition Date. 1

13 74. Singer purported to be a creditor of MJW at the time of the entry of the Foreclosure

14 Procedure Order.

15 75. On information and belief, Singer alleges that the Foreclosure Procedure Order

16 resulted in an inchoate lien in favor of Singer as to MJW’s 50% interest in J Wick (the “Lien

17 Transfer”).

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

19 11 U.S.C. § 547(b)(1), because the Lien Transfer purportedly arose on account of an antecedent debt

20 then allegedly owed by MJW to Singer.

21 77. MJW is presumed to have been insolvent at the time of the Lien Transfer pursuant to

22 11 U.S.C. § 547(f).

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

24 antecedent debts owed by MJW than Singer would have received if, as of the date of the Lien

25 Transfer, MJW had commenced a case under Chapter 7 of the Bankruptcy Code, the Lien Transfer

26 1
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 had not been made, and Singer received payment on account of the corresponding antecedent debt to

2 the extent provided by the provisions of the Bankruptcy Code.

3 79. To the extent any lien or inchoate lien has been granted to or for the benefit of Singer

4 as to his claims, such lien is inferior to that of MJW as debtor-in-possession under § 544 of the

5 Bankruptcy Code.

6 WHEREFORE, MJW requests that this Court enter judgment in its favor and against Singer

7 on Count III as follows: (i) declaring that the Lien Transfer is an avoidable preference pursuant to

8 11 U.S.C. § 547(b); (ii) declaring that MJW may recover the Lien Transfer from Singer pursuant to

9 11 U.S.C. § 550 for the benefit of its estate; (iii) declaring that any lien or inchoate lien that has been

10 granted to or for the benefit of Singer as to his claims is inferior to that of MJW as debtor-in-
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11 possession under § 544 of the Bankruptcy Code; and (iv) granting such other and further relief as the
Phoenix, Arizona 85012

12 Court deems just and equitable.

13 COUNT IV
Objection to Allowance of Singer’s Alleged Claim and Request for Determination
14 of the Extent, Validity of any Lien Claimed in Relation to Such Claim.
15 80. MJW incorporates by reference the allegations set forth in the preceding paragraphs as

16 if fully restated herein.

17 81. Singer alleges a claim against MJW in an amount that exceeds $2.3 million (the

18 “Singer Alleged Claim”).

19 82. Singer alleges an interest in, among other property of the estate, MJW’s interests in J

20 Wick as security for his claim.

21 83. As described above, Singer is in violation of the automatic stay and subject to

22 sanctions therefor.

23 84. Further, Singer is a transferee of transfers that may be avoided under 11 U.S.C.

24 §§ 544, 547 and A.R.S. § 44-1001 et seq., and MJW may recover such transfers from Singer under

25 11 U.S.C. § 550.

26 85. MJW objects to the allowance of the Singer Alleged Claim and the extent of any

27 interests Singer may claim in property of its estate as security for the Singer Alleged Claim.

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1 86. Moreover, to the extent that any transfers alleged hereinabove are avoided, the Singer

2 Alleged Claim must be reclassified or disallowed so that Singer is treated as the holder of one non-

3 priority, unsecured claim against MJW in an amount to be determined by the Court.

4 WHEREFORE, MJW requests that this Court enter judgment in its favor and against Singer

5 on Count IV as follows: (i) determining the amount of, and the extent, validity, and allowance of any

6 alleged security for the Singer Alleged Claim and (ii) granting such other and further relief as the

7 Court deems just and equitable.

8 COUNT V
Equitable Subordination Pursuant to 11 U.S.C. § 510
9

10 87. MJW incorporates by reference the allegations set forth in the preceding paragraphs as
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11 if fully set forth herein.
Phoenix, Arizona 85012

12 88. Through the Singer Settlement Agreement and Singer Judgment Action, Singer abused

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

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

15 otherwise legally due and owing by MJW to Singer.

16 89. Singer has consistently demonstrated personal animus towards Witherill, which has

17 been visited upon affiliates that have arms-length, third party creditors and investors. As a result of

18 such animus, Singer has exhibited his unwillingness to deal in good faith with MJW, its affiliates, and

19 their third party creditors and investors.

20 90. Singer has asserted that other creditors of MJW may not participate in the Singer

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

22 assets sought by Singer.

23 91. Singer has and continues to threaten to use his considerable economic resources to

24 conduct a war of attrition against MJW to the detriment of MJW and its creditors and equity holders.

25 92. Since the Petition Date, Singer has threatened to engage in scorched earth tactics

26 including an attempt to disqualify counsel for MJW solely for litigation and tactical gain.

27 93. Singer’s conduct has been grossly inequitable and resulted in injury to MJW, its

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1 bankruptcy estate, and third-party creditors.

2 94. Singer’s actions giving rise to the Singer Alleged Claim, including his actions and

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

4 Action, and his continued prosecution of the Singer Enforcement Action in violation of the automatic

5 stay, have been so egregious and amount to such gross inequitable conduct that the Singer Alleged

6 Claim should be equitably subordinated to those of other creditors in MJW’s case, including, without

7 limitation, subordination of any liens that Singer may claim in any property of MJW’s estate.

8 WHEREFORE, MJW requests that this Court enter judgment in its favor and against Singer

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

10 Claim; (ii) subordinating the Singer Alleged Claim as appropriate under the facts and circumstances
3636 North Central Avenue, Suite 700
ENGELMAN BERGER, P.C.

11 of this proceeding; and (iii) granting such other and further relief as the Court deems just and
Phoenix, Arizona 85012

12 equitable.

13 DATED this 10th day of December, 2018.

14 ENGELMAN BERGER, P.C.
15 By /s/ SBA #023154
Steven N. Berger
16 Scott B. Cohen
Patrick A. Clisham
17 3636 North Central Avenue, Suite 700
Phoenix, Arizona 85012
18 Attorneys for the Debtors
19

20

21

22

23

24

25

26

27

{0005871.0001/00936998.DOCX / 2}
13
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Main Document Page 13 of 33
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—"
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23 Defendants and Third Parties •C Z O TO
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o COMPLAINT o o o o o

Case 2:18-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 14 of 33
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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Main Document Page 17 of 33
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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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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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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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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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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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 24 of 33
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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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

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Main Document Page 26 of 33
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35
www.courtinfo.ce.gov

Desc
Main Document Page 27 of 33
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

Case 2:18-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 28 of 33
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 29 of 33
L
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 30 of 33
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 31 of 33
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 1,2, 5,8
CL
A6014 Insurance Coverage/Subrogation (complex case only)
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 32 of 33
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-bk-12874-SHG Doc 54 Filed 12/10/18 Entered 12/10/18 10:23:35 Desc
Main Document Page 33 of 33