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Case 1:19-cv-25045-JEM Document 68 Entered on FLSD Docket 05/06/2020 Page 1 of 60

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF FLORIDA
Miami Division

CASE NO.: 19-25045 –CIV-MARTINEZ-OTAZO-REYES

Vicky Cornell, individually, JURY TRIAL DEMANDED


and in her capacity, and as the Personal
Representative of the Estate of Christopher John
Cornell a/k/a Chris Cornell,

Plaintiffs,

v.

Soundgarden, a purported Washington


General Partnership, Kim A. Thayil,
Matt D. Cameron, Hunter Benedict Shepherd,
Rit Venerus and Cal Financial Group, Inc.,

Defendants.
______________________________________/

SOUNDGARDEN’S ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS

Defendant Soundgarden, a Washington general partnership (“Soundgarden”), by and

through undersigned counsel and pursuant to Federal Rules of Civil Procedure 12 and 13, hereby

submits its Answer, Affirmative Defenses, and Counterclaims (joined by Soundgarden Recordings

LLC) in response to the Complaint (D.E. 1) filed by Plaintiffs Vicky Cornell, individually and in

her capacity as the Personal Representative of the Estate of Christopher Cornell a/k/a Chris Cornell

(“Plaintiffs”).
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INTRODUCTORY STATEMENT

In her Complaint, Vicky Cornell, the widow and heir of deceased famous lead-singer

Christopher Cornell (“Cornell”), brings claims in Florida against Cornell’s Seattle-based band,

Soundgarden, and Cornell’s Soundgarden ex-bandmates and their financial manager. The

Complaint is an offensive recitation of false allegations and accusations. Soundgarden

categorically denies every material contention lobbed by Vicky Cornell, who filed her

Complaint—rashly and without good cause—with the true purpose of extorting Soundgarden into

conceding rights to which she is not legally entitled, and of coercing Soundgarden to prematurely

distribute Soundgarden funds to her.

All claims of the Complaint are premised on falsehoods. While Plaintiffs are entitled to

money from the Soundgarden partnership for Cornell’s share of accumulated band revenues

(which the expenses of this action are now senselessly and significantly depleting), by law such

distributions require the vote of the partners (not including Vicky Cornell) which has not occurred.

There is no “conspiracy” with the band’s financial manager. Most importantly, Plaintiffs are not

the owners of the music audio files at issue, or the underlying recordings. Vicky Cornell only

possesses these files because of Soundgarden’s courtesy in returning Cornell’s personal property,

including his laptop(s), to her after his death. The recordings at issue are Soundgarden material

intended for a planned new Soundgarden album which the band members, including Cornell, had

been working on together for several years before Cornell’s death, and which the band contracted

in 2012 to deliver to Mercury Records, a division of Universal Music.

This legal action by Vicky Cornell is lamentable, preventable, and spurious. Soundgarden

seeks the Soundgarden audio files in Plaintiffs’ possession to confirm that there is sufficient

recorded material for a last Soundgarden studio album, and to work on album track finalization—

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a project that the surviving band members believe they owe to Cornell, the band’s legacy, and its

fans. Vicky Cornell’s decision to file a federal action to inhibit the album project is bewildering,

especially because she will benefit financially from any album released. Also disconcerting to the

band is Vicky Cornell’s refusal to relinquish control of Soundgarden’s social media accounts,

including its official website, over which she has no rational claim of ownership or control. The

band has additional mounting concerns over the treatment of revenue generated by a 2019 charity

concert organized by Vicky Cornell following Cornell’s death, for which she has refused to

account.

By this filing, Soundgarden answers the Complaint, declares its affirmative defenses, and

asserts Counterclaims. In the Counterclaims, Soundgarden, together with Soundgarden Recordings

LLC, the company owned by the band members (collectively “Soundgarden Parties”) that entered

the 2012 recording agreement with Mercury Records, countersues Vicky Cornell (in her asserted

capacities) for various claims which include: judicial declarations regarding ownership of the

audio files of the recordings of the band’s musical and vocal performances, copyrights in the

recordings, and ownership of the band’s social media accounts and official website (which Vicky

Cornell controls and refuses to relinquish); conversion of the band’s intellectual property and

social media; breaches of the 2012 recording agreement and of the contract relating to the 2019

charity concert; tortious interference with the 2012 recording agreement by Vicky Cornell; and

trademark violations and misappropriations relating to social media wrongdoing.

The Soundgarden Parties note that this filing (Answer, Affirmative Defenses, and

Counterclaims) is not yet procedurally required pursuant to Federal Rule of Civil Procedure Rule

12(a)(4) pending this Court’s resolution of the Motion to Dismiss or Transfer (D.E. 26: “Motion

to Dismiss”) filed by Soundgarden and individual defendants Matt Cameron (“Cameron”), Kim

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Thayil (“Thayil”) and Hunter Benedict (Ben) Shepherd (“Shepherd”) (together the “Surviving

Band Members” or “Remaining Partners”). This procedural position has been repeatedly

confirmed in filings to this Court and publicly accepted by Plaintiffs. See D.E. 30 (Joint Motion

for Extension of Time to Complete Briefing on Defendants’ Motions to Dismiss) ¶ 12 (“Under

Fed. R. Civ. P. 12(a)(4), Defendants are not required to file answers or counterclaims until the

Court rules on the pending Motions.”).

In making this filing now, the Soundgarden Parties do not concede jurisdiction or venue in

this Court or waive the positions set forth in the Motion to Dismiss, on behalf of themselves or the

Surviving Band Members. In making this filing, the Soundgarden Parties rely on the assurance of

this Court that concerns about “potential waiver of jurisdictional and venue arguments” are

“unfounded” and that this Court will not “construe adherence to mandatory deadlines in the

Court’s pretrial order and federal procedural rules to be a waiver.” (D.E. 34). Given the procedural

posture of this action, including the ordered discovery completion deadline of June 5, 2020 (D.E.

12), along with this Court’s denial of the previous motion to extend case deadlines (D.E. 34) filed

by Soundgarden and the Surviving Band Members, the Soundgarden Parties believe that this filing

is practically mandatory at this time to avoid effective claim abandonment and other extreme

prejudice. Such potential prejudice includes the inability absent this filing to timely and effectively

conduct discovery relevant to the Soundgarden Parties’ Counterclaims before the discovery

completion deadline, as most recently evidenced by Plaintiffs’ refusal to provide interrogatory

responses and document productions in response to written discovery relating to the disclosed and

described—but previously unfiled—Counterclaims.

In making this filing, the Soundgarden Parties do not waive or relinquish any legal rights

or arguments, including the continuing right of the Surviving Band Members to file their own

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Answers, Affirmative Defenses, and Counterclaims in this action consistent with Federal Rule of

Civil Procedure Rule 12(a)(4).

SOUNDGARDEN’S ANSWER

Soundgarden denies each and every allegation of the Complaint not specifically admitted herein.

I. INTRODUCTION

1. Soundgarden admits that Chris Cornell (“Cornell”) was at least one creator of

musical works at issue in this action, but denies the remaining allegations in Paragraph 1.

2. Soundgarden admits that it wants Plaintiffs to turn over certain audio recordings

because they are Soundgarden property, but denies the remaining allegations in Paragraph 2.

3. Soundgarden admits, on information and belief, that seven audio recordings contain

Cornell’s vocal tracks, but denies the remaining allegations in Paragraph 3.

4. Soundgarden denies the allegations in Paragraph 4.

5. Soundgarden denies the allegations in Paragraph 5.

6. Soundgarden denies the allegations in Paragraph 6.

7. Paragraph 7 of the Complaint contains statements of opinion or intent by Plaintiffs

requiring no answer, but to the extent deemed allegations of fact Soundgarden denies the

allegations in Paragraph 7.

II. PARTIES, JURISDICTION, AND VENUE

8. Soundgarden admits that Vicky Cornell is the widow of Cornell and that, on

information and belief, Vicky Cornell is the Personal Representative of the Estate of Christopher

John Cornell. Soundgarden lacks knowledge and information sufficient to form a belief as to the

truth of the remaining allegations in Paragraph 8, and on that basis, denies those allegations.

9. Soundgarden admits that “Chris was an internationally-renowned musician, singer

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and songwriter, best known as the lead vocalist for the rock bands Soundgarden and Audioslave,

with an octave-scaling voice and a signature vocal belting technique.” Soundgarden lacks

knowledge and information sufficient to form a belief as to the truth of the remaining allegations

in Paragraph 9, and on that basis, denies those allegations.

10. Soundgarden admits that it is a Washington General Partnership with its principal

place of business in the State of Washington, that the Band was formed in 1984 in Seattle,

Washington, and that it is the owner of its own intellectual property. Soundgarden denies that it

conducts sufficient business activity in Florida to generate general jurisdiction or venue.

Soundgarden alleges that Plaintiffs are currently wrongfully withholding login information and

access to the Band’s own official website at https://www.soundgardenworld.com/. Soundgarden

lacks knowledge and information sufficient to form a belief as to the truth of the remaining

allegations in Paragraph 10, and on that basis, denies those allegations.

11. Soundgarden admits that Thayil is a partner in the Partnership and admits the

remainder of the allegations in Paragraph 11.

12. Soundgarden admits that Cameron is a partner in the Partnership and admits the

remainder of the allegations in Paragraph 12.

13. Soundgarden admits that Shepherd is a partner in the Partnership and admits the

remainder of the allegations in Paragraph 13.

14. Soundgarden admits that Richard (Rit) Venerus (“Venerus”) is the current business

manager for the Band. Soundgarden lacks knowledge and information sufficient to form a belief

as to the truth of the remaining allegations in Paragraph 14, and on that basis, denies those

allegations.

15. Soundgarden admits the allegations in Paragraph 15 on information and belief.

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16. Soundgarden states that the allegations in Paragraph 16 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required.

17. Soundgarden states that the allegations in Paragraph 17 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required.

18. Soundgarden states that the allegations in Paragraph 18 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required.

19. Soundgarden states that the allegations in Paragraph 19 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required it is set forth in Soundgarden’s papers in support of its Motion to Dismiss and

as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and Cal Financial

Group, Inc. (“Cal Financial”) (D.E. 25, 26, 40, 43).

20. Soundgarden denies the allegations in Paragraph 20.

21. Soundgarden denies the allegations in Paragraph 21.

22. The allegations in Paragraph 22 are not directed at Soundgarden which therefore

has no obligation to respond. To the extent a response is required, Soundgarden lacks knowledge

and information sufficient to form a belief as to the truth of the allegations in Paragraph 22, and

on that basis, denies those allegations.

23. Soundgarden states that the allegations in Paragraph 23 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required it is set forth in Soundgarden’s papers in support of its Motion to Dismiss and

as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and Cal Financial

(D.E. 25, 26, 40, 43).

24. Soundgarden states that the allegations in Paragraph 24 are legal conclusions on

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which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 24.

III. FACTUAL BACKGROUND

25. Soundgarden claims that the background allegations in this section of the

Complaint go beyond the pleading requirements of Federal Rules of Civil Procedure, which call

for “a short and plain statement of the claim.” Fed. R. Civ. P 8. Soundgarden admits the allegations

in Paragraph 25 on information and belief.

26. Soundgarden admits that Cornell wrote many of the Band’s songs and compositions

but states that Band songwriting, like recording, was often an iterative, collective process, with

different Band members making suggestions, altering lyrics and melodies, and revising until

reaching the final product. Each of the Band members are songwriters and lyricists and have

multiple writing credits on Soundgarden albums.

27. Soundgarden admits the allegations in Paragraph 27.

28. Soundgarden denies the allegations in footnote 1 of Paragraph 28 to the extent it

alleges that the Band immediately changed equal share split for writing credits upon Shepherd

joining the Band. Soundgarden admits the remaining allegations in Paragraph 28.

29. Soundgarden admits the allegations in Paragraph 29 on information and belief.

30. Soundgarden admits the allegations in Paragraph 30 on information and belief.

31. Soundgarden denies that “most of the songs on the [Superunknown] album” were

“penned solely by” Cornell given that the majority of the songs were written in whole or in part

by the Surviving Band Members. Soundgarden admits the remaining allegations in Paragraph 31.

32. Soundgarden admits the allegations in Paragraph 32 on information and belief.

33. Soundgarden admits the allegations in Paragraph 33 on information and belief and

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states that the other Band members also continued to realize success on their respective projects.

34. Soundgarden admits the allegations in Paragraph 34 on information and belief.

35. Soundgarden admits the allegations in Paragraph 35 on information and belief.

36. Soundgarden admits the allegations in Paragraph 36 on information and belief.

37. Soundgarden denies that “[o]ver the next few years, the Band released a number of

additional albums” given that the only albums released since 2010 were a live album and King

Animal. Soundgarden admits the remaining allegations in Paragraph 37.

38. Soundgarden admits the allegations in Paragraph 38.

39. Soundgarden denies the allegations in Paragraph 39.

40. Soundgarden admits the allegations in Paragraph 40 on information and belief.

41. Soundgarden admits the allegations in Paragraph 41 on information and belief.

42. Soundgarden denies the allegations in Paragraph 42.

43. Soundgarden denies the allegations in Paragraph 43.

44. Soundgarden denies the allegations in Paragraph 44.

45. Soundgarden denies the allegations in Paragraph 45.

46. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”

and lacks knowledge and information sufficient to form a belief as to the truth of the remaining

allegations in Paragraph 46, and on that basis, denies those allegations.

47. Soundgarden lacks knowledge and information sufficient to form a belief as to the

truth of the allegations in Paragraph 47, and on that basis, denies those allegations.

48. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”

and lacks knowledge and information sufficient to form a belief as to the truth of the remaining

allegations in Paragraph 48, and on that basis, denies those allegations.

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49. Soundgarden denies the allegations in Paragraph 49.

50. Soundgarden denies the allegations in Paragraph 50.

51. Soundgarden admits the allegations in Paragraph 51.

52. Soundgarden lacks knowledge and information sufficient to form a belief as to the

truth of the allegations in Paragraph 52, and on that basis, denies those allegations.

53. Soundgarden admits the allegations in Paragraph 53 on information and belief.

54. Soundgarden admits that the interview text quoted in Paragraph 54 is accurate, but

denies the remaining allegations in Paragraph 54.

55. Soundgarden admits that the interview text quoted in Paragraph 55 is accurate, but

denies the remaining allegations in Paragraph 55.

56. Soundgarden admits that on November 14, 2019, counsel for the Partnership sent a

letter stating that all of the Unreleased Sound Recordings belong to the Partnership, that this letter

is attached to the Complaint as Exhibit 1 (D.E. 1, Ex. 1), and that the November 14, 2019 letter

speaks for itself, but denies the remaining allegations in Paragraph 56.

57. Soundgarden states that the November 14, 2019 letter (D.E. 1, Ex. 1) speaks for

itself, and denies the remaining allegations in Paragraph 57.

58. Soundgarden denies the allegations in Paragraph 58.

59. Soundgarden denies the allegations in Paragraph 59.

60. Soundgarden denies the allegations in Paragraph 60.

61. Soundgarden admits, on information and belief, that Cornell sometimes worked on

Band music at his recording studio in New York, and perhaps in Florida, but denies the remaining

allegations in Paragraph 61.

62. Soundgarden admits, on information and belief, that not all of Cornell’s songs were

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created for the Band, but denies the remaining allegations in Paragraph 62.

63. Soundgarden lacks knowledge and information sufficient to form a belief as to the

truth of the allegations in Paragraph 63, and on that basis, denies those allegations.

64. Soundgarden denies that Plaintiffs are the “lawful owner” of the Unreleased Sound

Recordings, and lacks knowledge and information sufficient to form a belief as to the truth of the

remaining allegations in Paragraph 64, and on that basis, denies those allegations.

65. Soundgarden denies the allegations in Paragraph 65.

66. Soundgarden denies the allegations in Paragraph 66.

67. Soundgarden denies the allegations in Paragraph 67.

68. Soundgarden denies the allegations in Paragraph 68.

COUNT I
(Declaratory Relief – Copyright Ownership)
(Against The Partnership and Surviving Band Members)

69. Soundgarden readopts and realleges its answers to all prior paragraphs in this

Answer as if set forth fully herein.

70. Soundgarden denies that it or the Surviving Band Members “threatened litigation”

against Plaintiffs, in the November 14, 2019 letter (D.E. 1, Ex. 1) or otherwise, but admits the

remaining allegations in Paragraph 71.

71. Soundgarden denies the allegations in Paragraph 71.

72. Soundgarden states that the November 14, 2019 letter (D.E. 1, Ex. 1) speaks for

itself, and denies the remaining allegations in Paragraph 72.

73. Soundgarden states that the allegations in Paragraph 73 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required.

74. Soundgarden denies the allegations in Paragraph 74.

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75. Soundgarden states that the allegations in Paragraph 75 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 75.

76. Soundgarden states that the allegations in Paragraph 76 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 76.

77. Soundgarden states that the allegations in Paragraph 77 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 77.

78. Soundgarden states that the allegations in Paragraph 78 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 78.

79. Soundgarden states that the allegations in Paragraph 79 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden admits the allegations in Paragraph 79.

80. Soundgarden states that the November 14, 2019 letter (D.E. 1, Ex. 1) speaks for

itself, and denies the remaining allegations in Paragraph 80.

COUNT II
(Equitable Accounting)
(Against The Partnership and Surviving Band Members)

81. Soundgarden readopts and realleges its answers to all prior paragraphs in this

Answer as if set forth fully herein.

82. Soundgarden denies the allegations in Paragraph 82.

83. Soundgarden states that the November 14, 2019 letter (D.E. 1, Ex. 1) speaks for

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itself, and denies the remaining allegations in Paragraph 83.

84. Soundgarden denies the allegations in Paragraph 84, and states that the allegations

in footnote 10 are legal conclusions on which Plaintiffs bear the burden of proof and no response

is therefore required. To the extent a response is required Soundgarden denies the allegations in

footnote 10.

85. Soundgarden denies the allegations in Paragraph 85.

86. Soundgarden states that the allegations in Paragraph 86 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 86.

COUNT III
(Conversion – Chris’ Royalties)
(Against All Defendants)

87. Soundgarden readopts and realleges its answers to all prior paragraphs in this

Answer as if set forth fully herein.

88. Soundgarden denies the allegations in Paragraph 88.

89. Soundgarden states that Plaintiffs’ August 2019 email (D.E. 1, Ex. 2) speaks for

itself, and denies the remaining allegations in Paragraph 89.

90. Soundgarden states that the referenced emails (D.E. 1, Ex. 2) speak for themselves,

and denies the remaining allegations in Paragraph 90.

91. Soundgarden denies the allegations in Paragraph 91.

92. Soundgarden denies the allegations in Paragraph 92.

93. Soundgarden denies the allegations in Paragraph 93.

94. Soundgarden states that the allegations in Paragraph 94 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

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response is required Soundgarden denies the allegations in Paragraph 94.

COUNT IV
(Conversion – Chris’ Personal Property)
(Against The Partnership and Surviving Band Members)

95. Soundgarden readopts and realleges its answers to all prior paragraphs in this

Answer as if set forth fully herein.

96. Soundgarden denies the allegations in Paragraph 96.

97. Soundgarden denies the allegations in Paragraph 97.

98. Soundgarden denies the allegations in Paragraph 98.

99. Soundgarden denies the allegations in Paragraph 99.

100. Soundgarden states that the allegations in Paragraph 100 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 100.

COUNT V
(Unjust Enrichment)
(Against The Partnership and Surviving Band Members)

101. Soundgarden readopts and realleges its answers to all prior paragraphs in this

Answer as if set forth fully herein.

102. Soundgarden denies the allegations in Paragraph 102.

103. Soundgarden denies the allegations in Paragraph 103.

104. Soundgarden denies the allegations in Paragraph 104.

105. Soundgarden denies the allegations in Paragraph 105.

106. Soundgarden states that the allegations in Paragraph 106 are legal conclusions on

which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a

response is required Soundgarden denies the allegations in Paragraph 106.

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PRAYER FOR RELIEF

Soundgarden denies that Plaintiffs are entitled to any of the relief Plaintiffs request in their

Prayer for Relief including Paragraphs 1 through 10.

SOUNDGARDEN’S AFFIRMATIVE DEFENSES

Soundgarden alleges the following affirmative and other defenses, reserving the right to

modify, amend, and/or expand upon these defenses as discovery proceeds.

FIRST AFFIRMATIVE DEFENSE


(Lack of Personal Jurisdiction)

This Court does not have personal jurisdiction, as set forth in Soundgarden’s papers in

support of its Motion to Dismiss and as adopted and incorporated by joinder in the Motions to

Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43) which are incorporated herein by

reference.

SECOND AFFIRMATIVE DEFENSE


(Improper Venue/Inconvenient Forum)

Venue is improper in this Court and, alternatively, venue should be transferred to the

Western District of Washington under 28 U.S.C. § 1404(a) “[f]or the convenience of parties and

witnesses, in the interest of justice” as set forth in Soundgarden’s papers in support of its Motion

to Dismiss and as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and

Cal Financial (D.E. 25, 26, 40, 43) which are incorporated herein by reference.

THIRD AFFIRMATIVE DEFENSE


(Failure to State a Claim)

The Complaint, in whole or in part, fails to state a claim against Soundgarden upon which

relief can be granted. Without limitation, Plaintiffs’ claim to own the Unreleased Sound

Recordings fails because they are owned by Soundgarden and/or Soundgarden Recordings LLC

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as described in the Counterclaims, infra, which Soundgarden incorporates herein by reference.

Plaintiffs’ claim to an accounting fails because she is not a partner in Soundgarden and so has no

such rights as described in the Counterclaims, infra, which Soundgarden incorporates herein by

reference. Soundgarden is in custody of no converted personal property of Cornell, and no

royalties belonging to Cornell have been converted as described in the Counterclaims, infra,

which Soundgarden incorporates herein by reference. Soundgarden has not been unjustly enriched

at Plaintiffs’ expense as described in the Counterclaims, infra, which Soundgarden incorporates

herein by reference.

FOURTH AFFIRMATIVE DEFENSE


(Plaintiffs’ Conduct)

Plaintiffs’ claims are barred, in whole or in part, by Plaintiffs’ own conduct, including, but

not limited to, the conduct described in Soundgarden’s other defenses and the Counterclaims,

infra, which Soundgarden incorporates herein by reference.

FIFTH AFFIRMATIVE DEFENSE


(Failure to Mitigate)

Plaintiffs’ claims are barred and/or its remedies are limited, in whole or in part, by

Plaintiffs’ failure to mitigate their alleged damages, including, without limitation, as set forth in

Soundgarden’s other defenses and the Counterclaims, infra, which Soundgarden incorporates

herein by reference.

SIXTH AFFIRMATIVE DEFENSE


(Set-Off and Contribution)

Plaintiffs’ claimed damages, if any, should be set off, in whole or in part, by the damages

to Soundgarden for which Plaintiffs are liable, as pled in the Counterclaims, infra, or for which

Soundgarden may otherwise seek contribution against Plaintiffs.

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SEVENTH AFFIRMATIVE DEFENSE


(Contributory Fault)

Plaintiffs’ right to recover any damages is reduced or eliminated because of Plaintiffs’

own comparative or contributory fault as described in the Counterclaims, infra, which

Soundgarden incorporates herein by reference.

EIGHTH AFFIRMATIVE DEFENSE


(Equitable Defenses)

One or more of Plaintiffs’ claims are barred by equitable defenses, including but not

limited to estoppel, laches, unclean hands, acquiescence, implied assignment, constructive trust,

or waiver as described in the Counterclaims, infra, which Soundgarden incorporates herein by

reference.

NINTH AFFIRMATIVE DEFENSE


(Express Or Implied License)

One or more of Plaintiffs’ claims are barred because of the existence of an implied or

express license as described in the Counterclaims, infra, which Soundgarden incorporates herein

by reference.

TENTH AFFIRMATIVE DEFENSE


(Supervening Causes)

Plaintiffs’ right to recover any damages is reduced or eliminated because of the

supervening actions of other, third parties or agents, whether purporting to act on Plaintiffs’ behalf

or not, or by other events, forces, or processes as described in the Counterclaims, infra, which

Soundgarden incorporates herein by reference.

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ELEVENTH AFFIRMATIVE DEFENSE


(Limitations on Actions or Damages)

One or more of Plaintiffs claims may be barred by the doctrine of laches, by an applicable

statute of limitations, by estoppel, or by some other limiting principle, rule, or law as described in

the Counterclaims, infra, which Soundgarden incorporates herein by reference.

TWELFTH AFFIRMATIVE DEFENSE


(Lack of Standing)

Plaintiffs lack standing to bring some or all of their claims including on the basis that

Plaintiffs are not partners in the Partnership.

FOURTEENTH AFFIRMATIVE DEFENSE


(Mootness)

Plaintiffs’ claims are barred, in whole or in part, on the grounds that they may be rendered

moot before the entry of judgment in this case as described in the Counterclaims, infra, which

Soundgarden incorporates herein by reference.

FIFTEENTH AFFIRMATIVE DEFENSE


(Estoppel by Contract re Copyright Assignment)

Plaintiffs’ copyright claims are barred, in whole or in part, because Plaintiffs are

contractually estopped from denying the written assignment of copyrights as described in the

Counterclaims, infra, which Soundgarden incorporates herein by reference.

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SOUNDGARDEN AND SOUNDGARDEN RECORDINGS LLC’S COUNTERCLAIMS

Counter-Plaintiffs Soundgarden, a Washington General Partnership, and Soundgarden

Recordings LLC, a Delaware Limited Liability Company (together “Counter-Plaintiffs”), sue

Counter-Defendants Vicky Cornell, individually, and in her capacity as the Personal

Representative of the Estate of Christopher John Cornell a/k/a Chris Cornell (collectively,

“Counter-Defendants”) and states as follows:

PARTIES, JURISDICTION AND VENUE

The Parties

1. Counter-Plaintiff Soundgarden (“Soundgarden”) is a General Partnership formed

in the State of Washington (the “Partnership”) between Cornell, Thayil, Cameron, and Shepherd.

Soundgarden is also a world-famous rock band (the “Band”).

2. Counter-Plaintiff Soundgarden Recordings LLC is a Limited Liability Company

formed in the State of Delaware (“SGR LLC”) between Cornell, Cameron, Thayil and Shepherd.

3. Counter-Defendant Vicky Cornell (“Vicky Cornell”) is an individual who Counter-

Plaintiffs are informed and believe and thereon allege is domiciled and principally resides in the

State of New York.

4. Counter-Plaintiffs are informed and believe and thereon allege that Counter-

Defendant Vicky Cornell, as the Personal Representative of the Estate of Christopher John Cornell

a/k/a Chris Cornell (the “Estate), is the personal representative of the Estate which has been

probated in the Circuit Court for Palm Beach County, Florida.

Jurisdiction and Venue

5. This Court possesses subject matter jurisdiction over this action because this action

arises, in part, under the Lanham Act, 15 U.S.C. § 1125(a), the Copyright Act, 17 U.S.C. § 101 et

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seq., as well as the Declaratory Relief Act, 28 U.S.C. § 2201 et seq. This Court therefore has

federal question jurisdiction over this action pursuant to 15 U.S.C. § 1121, 28 U.S.C. § 1331 and

28 U.S.C. § 1338(a). This action also presents an actual case or controversy under Article III of

the United States Constitution and serves the essential purpose of clarifying and settling the legal

rights at issue.

6. This Court additionally possesses diversity jurisdiction over this action pursuant to

28 U.S.C. § 1332 because the amount in controversy exceeds $75,000.00, excluding interest and

costs, and this action meets the conditions of perfect diversity in that at all pertinent times,

Defendant/Counter-Plaintiff Soundgarden has been a citizen of Washington, the other Defendants

and Counter-Plaintiff SGR LLC are citizens of Washington, Virginia and Delaware, and

Plaintiff/Counter-Defendant Vicky Cornell is a citizen of New York and the Estate is probated in

Florida.

7. This Court possesses supplemental subject matter jurisdiction over the non-federal

claims in this action, which are brought under the common and statutory laws of the State of

Washington, pursuant to 28 U.S.C. § 1367(a) because these claims are so related to claims in the

action over which the Court has original jurisdiction that they form part of the same case or

controversy.

8. As set forth in the Motion to Dismiss and as adopted and incorporated by joinder

in the Motions to Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43), it is the position of

Counter-Plaintiffs that this Court does not possess personal jurisdiction over some or all of the

Defendants (Counter-Plaintiff Soundgarden and the Surviving Band Members), and also does not

have personal jurisdiction over Counter-Plaintiff SGR LLC, and Counter-Plaintiffs thereby allege

that this action should be dismissed or transferred to the Western District of Washington.

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9. As set forth in the Motion to Dismiss and as adopted and incorporated by joinder

in the Motions to Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43), it is the position of

Counter-Plaintiffs that this Court does not have proper venue over some or all of the Defendants

(Counter-Plaintiff Soundgarden and the Surviving Band Members), and also does not have proper

venue over Counter-Plaintiff SGR LLC, and Counter-Plaintiffs thereby allege that this action

should be dismissed or transferred to the Western District of Washington.

FACTUAL BACKGROUND

Background On The Band

10. The Band was originally formed in Seattle, Washington, in 1984, by Cornell

(drums, vocals), Thayil (guitars), and Hiro Yamamoto (bass, vocals). Cameron became the Band’s

full-time drummer in 1986. Shepherd became a permanent bassist replacing Yamamoto in 1990.

11. Cornell and Thayil were born and raised in Seattle. Cornell, Cameron, Thayil, and

Shepherd (the “Band Members”) all met in Seattle and began their principal music careers together

there, eventually becoming a seminal influence on “grunge” rock music and the associated cultural

movement originating in Seattle.

12. The Band immediately garnered critical acclaim and increasing commercial

success with a series of independent releases and their major label debut. The Band’s fourth album,

Badmotorfinger, recorded in Seattle and released in 1991, was the first to feature all four Band

Members, and would be the Band’s highest charting album to date on the Billboard 200.

13. With accomplishment came a series of financial decisions, and the Band Members

all agreed to operate as a partnership and to evenly share the revenue from their songs, recordings,

and performances.

14. The Band’s fifth studio album, Superunknown, recorded in Seattle, was released in

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March 1994 and catapulted them into mainstream success: debuting at number one on the

Billboard 200 and earning the Band two Grammy Awards. The Band’s sixth studio album, Down

on the Upside, recorded in Seattle, was released in May 1996.

15. By early 1997, the Band Members experienced creative musical differences as

Cornell chose to pursue a singer-songwriter direction. On April 9, 1997, the Band announced it

was disbanding.

16. For a few years, each Band Member pursued other projects, both as solo artists and

with other lineups—such as Cornell’s work with Audioslave, and Cameron’s joining the multi-

Platinum-certified group Pearl Jam—but they remained close friends and actively supported each

other’s new ventures (for example, Cameron performed on Cornell’s 1999 solo album, Euphoria

Morning).

Band Re-Formation, Formation of SGR LLC, and Recording Agreement with


Universal

17. In early 2010, the Band Members again began working on projects as a group. This

eventually included work on a new studio album to be called King Animal.

18. In connection with its album work, and after the Band had substantially completed

work on King Animal, the Band Members determined to enter into a recording agreement with

Mercury Records, a division of Universal Music Operations Limited (“Universal”). For purposes

of this legal commitment, the Band Members (Cornell, Cameron, Thayil and Shepherd) formed

SGR LLC, with the Band Members intended to be the four members of the Delaware-registered

limited liability company. Counter-Plaintiffs are informed and believe and thereon allege that no

formal, written operating agreement for SGR LLC was ever entered into by the Band Members

but that other evidence, including tax records, establishes the Band Members’ ownership and

operating intent.

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19. On or about October 23, 2012, SGR LLC entered into a binding exclusive recording

agreement entitled “Heads of Agreement” with Universal (“Universal Recording Agreement”). A

true and correct copy of the Universal Recording Agreement is attached hereto as Exhibit A and

incorporated by reference.

20. Following are certain key provisions of the Universal Recording Agreement:

A. SGR LLC “warrants that it is entitled to the services of Chris Cornell and Kim

Thayil and Matt Cameron and Ben Shepherd (jointly and severally ‘Artist’)

sufficient to enter into this agreement.” (Ex. A, Preamble).

B. The Universal Recording Agreement incorporates a letter of inducement (Ex.

A, pp.8-9) executed by all the Band Members including Cornell, in which they

each “jointly and severally” commit as follows:

i. “Confirm that Soundgarden Recordings LLC (‘SG’) has the right to

enter into the Agreement and grant you the rights granted therein.”

ii. “Confirm and agree with the terms of the Agreement.”

iii. “Agree that if SG shall be dissolved or otherwise cease to exist or for

any reasons whatsoever should fail be unable neglect or refuse duly to

perform or observe each and all of the terms and conditions of the

Agreement requiring performance and compliance on the part of SG or

us we shall at your election be deemed substituted as a direct party to

the Agreement in place of SG and shall duly perform all the terms and

conditions therein contained.”

c. The Universal Recording Agreement sets forth a “Recordings Commitment” of

“two (2) LP’s firm” (of which the first LP was King Animal). (Ex. A, § 1).

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d. The Universal Recording Agreement confirms that “[a]ll recordings for the

LP’s shall be new studio recorded recordings by Artist of previously unreleased

material and shall be commensurate in style and content with previous

recordings released by Artist and shall be technically satisfactory.” (Ex. A, §

1.2)

e. SGR LLC grants Universal exclusive rights, including license rights, over

various recordings, including “Restricted Recordings,” which are defined as

“new studio recordings which are exploited using the name Soundgarden.” (Ex.

A, § 3.2.1).

f. SGR LLC “on behalf of Artist grants to Universal the right to use their name,

approved likeness and approved biography in connection with exploiting

recordings hereunder.” (Ex. A, § 12(c))

g. The “Term” of the Universal Recording Agreement is the earlier of “(i) delivery

of the second LP, and (ii) seven (7) years” from the effective date of the

Universal Recording Agreement. The “License Period” of the Universal

Recording Agreement is the “later of (a) five (5) years from expiry of the

Term…or (b) the date of recoupment of all unrecouped advances…” (Ex. A, §

3.1).

h. In exchange for these commitments, Universal commits to SGR LLC to pay

money advances for the first LP, advances for the second LP based on a

formula, and various royalty commitments. (Ex. A, §§ 4, 5)

21. The Universal Recording Agreement, which governed King Animal and the new

planned Soundgarden album, was only the most recent recording agreement entered into by the

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Band. On October 18, 1988, the Band entered into a recording agreement with A&M Records,

which was amended in 1995 and 2010 (together the “A&M Recording Agreement”). Like the

Universal Recording Agreement, the A&M Recording Agreement contained provisions granting

exclusive rights to the record company regarding contracted recordings, including conceding,

granting, and/or assigning the Band Members’ copyrights in such recordings and granting name

and likeness rights.

22. In November 2012, Universal (via Mercury Records) released King Animal, the

Band’s seventh studio album, which was recorded in Seattle.

23. On or about July 23, 2013, the U.S. Copyright Office registered the copyright in

the recordings included in King Animal to SGR LLC based on “[t]ransfer” “[b]y written

agreement” from authors Cornell, Cameron, Thayil, and Shepherd: U.S. Copyright Registration

No. SR0000727137. Soundgarden is informed and believes and thereon alleges that this copyright

registration was based on and supported by a written assignment agreement of copyrights from the

Band Members to SGR LLC, consistent with the commitments made by the Band Members in the

letter of inducement in the Universal Recording Agreement, and that as a result Counter-

Defendants are contractually estopped from denying the existence of that written assignment

agreement.

24. On or about May 12, 2014, a written amendment to the Universal Recording

Agreement (“Universal Amendment”) was entered into between SGR LLC and Universal. The

principal effect of the Universal Amendment was to extend the “Termination Period” of the

Universal Recording Agreement “indefinitely until the date being 30 days after either party has

received notice in writing from the other…confirming that party’s intention to bring the

Termination Period to an end.” A true and correct copy of the Universal Amendment is attached

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hereto as Exhibit B and incorporated by reference.

25. Counter-Plaintiffs are informed and believe and thereon allege that the Universal

Recording Agreement, as amended by the Universal Amendment, remains valid and enforceable,

in whole or in part, including that Cornell’s contractual commitments to Universal, and Cornell’s

related “joint and several” contractual commitments to SGR LLC and to the Surviving Band

Members, remain binding on Vicky Cornell, as Personal Representative of the Estate, on at least

the following bases: (a) the “Term” of the Universal Recording Agreement was extended

“indefinitely” by way of the Universal Amendment; and/or (b) the License Period of the Universal

Recording Agreement remains operative.

26. To the extent that the original Term of the Soundgarden Recording Agreement was

not extended by way of the Universal Amendment, thereby expiring on October 23, 2019, and/or

the License Period is deemed not currently operative, Counter-Plaintiffs are informed and believe

and thereon allege that Counter-Defendants remain liable pursuant to the Universal Recording

Agreement as set forth in these Counterclaims on at least the following bases: (a) the Universal

Recording Agreement was in effect during the period that the Album Files and the Album

Recordings (as hereinafter defined) were created; and (b) the Universal Recording Agreement was

in effect during the period since Cornell’s death during which Counter-Defendants have refused

to return the Album Files to Counter-Plaintiffs, thus preventing SGR LLC from complying with

its contractual obligations and rights including delivering to Universal recordings for the “second

LP” and obtaining contractual consideration from Universal on the basis of such delivery.

Band Personal Management Since 2010

27. Since at least 2014, the Band has been represented by Ron Lafitte as personal

manager. Since late 2016, Lafitte’s services were furnished to the Band through Patriot

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Management (“Patriot”). Lafitte and Patriot also represented Cornell individually in relevant

periods.

28. In October 2019, the Band terminated Patriot as its personal manager but Counter-

Plaintiffs are informed and believe and thereon allege that Patriot continues to act as the personal

manager for Vicky Cornell, as Personal Representative of the Estate.

The New Band Album

29. Beginning in approximately 2015, the Band Members began work on material for

the second studio album under the Universal Recording Agreement. This work was confirmed by

Thayil in interviews in late 2014.

We’re probably gonna start working on another album in 2015. I know Chris [Cornell] has
been writing stuff while we’re on tour. It’s hard to write on tour….But Chris spent some time
– he travels with a computer and ProTools equipment – and he’ll work on songs in his hotel
room, which is great.1

30. In mid-2015 and early 2016, the Band Members returned to a Seattle studio to work

on their new album.

31. In an interview with Rolling Stone, published on August 24, 2015, Cornell

confirmed that he and the Band were working on material for a new Soundgarden studio album:

“…Cornell says [Soundgarden] is alive and well. ‘We’re already working on new material for an

album….There’s a lot of things coming…as well as a new Soundgarden album.’”2

32. In an interview in September 2015 with David Fricke for SiriusXM’s “Artist

Confidential” series, Cornell revealed the status of certain demos intended for the new

1
https://web.archive.org/web/20141210113431/http://www.fasterlouder.com.au/features/40341/S
oundgarden-talk-Soundwave-2015-and-Superunknown
2
https://www.rollingstone.com/music/music-news/chris-cornell-on-new-solo-album-scream-
hate-and-future-of-soundgarden-73305/

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Soundgarden album, along with the process by which his demos became Soundgarden songs:

…When we spoke before that you had actually just done a whole kind of week and change
working on demos yourself for a new Soundgarden record. What do those demos sound
like versus what they might become once the band gets a grip on it?
Well, we played through them already, so…they’re Soundgarden songs in my mind
now….[T]hey’re all different than anything we’ve ever done, which I think for us is always
the point…and what makes them Soundgarden songs is that the four of us are doing it…the
craziest Soundgarden demo you might hear for what would surprise you how quickly it sounds
like… oh that’s Soundgarden once we’re all playing it.3

33. Shepherd and Cameron publicly confirmed the progress of the album in an

interview in July 2016: “I think we’ve got six solid tunes right now, we’re gonna get together in

August for about a week, do more writing, and hopefully got five or six more going at that point.

We’re off to a very good start.”4

34. In an effort to finish the album, the Band booked more multi-day recording sessions

at “Strange Earth” studios in Seattle during August-September 2016 and January 2017. In an

interview published on February 6, 2017, Cornell again publicly confirmed that the Band was

working on its album and had developed “a lot of interesting songs.”

How’s the new [Soundgarden album] material shaping up?


“We have a lot of interesting songs - sort of similar in that nothing really sounds like anything
we’ve done before, and there’s definitely new territory, but it definitely sounds like us. That’s
what I’m doing today, as soon as we hang up.”5

35. In late April 2017, the Band again assembled in Seattle for studio time.

36. Among the Soundgarden tracks in existence by the end of April 2017 were the

following tracks as alleged in the Complaint (the “Unreleased Sound Recordings”):

3
https://www.youtube.com/watch?v=M-nDWbOBmZE
4
https://web.archive.org/web/20160724014200/http://radio.com/2016/07/11/soundgardens-matt-
cameron-and-ben-shepherd-look-back-at-hater/
5
https://www.musicradar.com/news/chris-cornell-on-ultramega-oks-essential-reissue-new-
soundgarden-album-and-audioslave-reunion

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Title Finished Songwriters Running


Vocals Time
Road Less Travelled Yes Chris Cornell/Matt Cameron 4:10
Orphans Yes Chris Cornell/Matt Cameron 3:18
At Ophians Door Yes Chris Cornell/Matt Cameron 5:05
Cancer Yes Chris Cornell 4:00
Ahead of the Dog Yes Chris Cornell/Kim Thayil 3:47
Merrmas Yes Chris Cornell/Ben Shepherd 4:32
Stone Age Mind Yes Chris Cornell 4:22

37. Additionally, by this time the Band had recorded a significant number of other

songs, musical concepts and ideas, sometimes referred to by musicians as “riffs and jams,” during

their recording sessions in 2015, 2016, and 2017. This material was deemed of sufficient quality

that the Band’s engineers were instructed to upload recordings thereof to a Dropbox site for Cornell

to access.

38. The musical composition entitled “Stone Age Mind” was presented to the Band by

Cornell shortly before his death as material intended by Cornell to be a Band recording for the

planned new album. This intent is made clear in an email from Cornell to the Band dated March

3, 2017, in which Cornell describes the musical interpretations of the song he had so far recorded:

“Needs you guys for it to sound right….I think it needs work with all of us in a room. Once I sang

on the chorus I wasn't sure what to do with it, so all three are different…Anyway, we will improve

it when we get in a room.”

39. All four Band Members intended the Unreleased Sound Recordings, along with

these other developed songs, “riffs and jams,” to be the building blocks of the new Soundgarden

album.

40. Following the April 2017 studio session in Seattle, the Band began a national tour

starting on April 28, 2017.

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Cornell’s Death And Cornell Concert

41. Cornell died on May 18, 2017.

42. Since Cornell’s death, the Surviving Band Members have not played together as

Soundgarden, except for one performance on January 16, 2019, at a concert entitled “I Am the

Highway: A Tribute to Chris Cornell” at the Forum in Los Angeles (“Cornell Concert”). The

Cornell Concert—which was performed without compensation by the Surviving Band Members,

and many other musicians and celebrities—was intended to benefit The Chris and Vicky Cornell

Foundation (“Cornell Foundation”), a California nonprofit corporation, and is believed to have

raised many millions of dollars.

43. In late 2018, as material inducement to perform at the Cornell Concert without

compensation, Vicky Cornell promised to the Soundgarden, and on information and belief to other

participants in the Cornell Concert, that revenue from the Cornell Concert would be used for

charitable purposes.

44. However, all recipient(s) of the revenue from the Cornell Concert have not been

identified, and Vicky Cornell has failed to adequately respond to Counter-Plaintiffs’ formal and

informal inquiries about how these revenues were used and expended.

45. In a Declaration in Support of her Opposition to the Motion to Dismiss filed in this

action, Vicky Cornell states that $643,000 of the concert revenue was donated to the Epidermolysis

Bullosa Medial Research Foundation (“EBMRF”). (D.E. 37, ¶ 37). But Counter-Defendants have

not identified the whereabouts or disposition of the remaining revenue. Counter-Defendants have

so far refused to respond to inquiries relating to the Cornell Concert, including failing to provide

any substantive interrogatory responses or document productions in response to discovery

propounded by Soundgarden in this action relating to the Cornell Foundation and the Cornell

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Concert.

46. Moreover, until shortly before this filing when the Cornell Foundation released its

2018 Form 990 (almost a year late), the Cornell Foundation had not publicly released any

information detailing its financial position since 2017 (https://www2.guidestar.org/profile/46-

1543070). Finally, as of the date of these Counterclaims, the Cornell Foundation’s website still

appears not to have been updated since 2017. https://chrisandvickycornellfoundation.org/

47. A thorough accounting is required because Vicky Cornell promised Soundgarden

that no portion of the revenue generated from the Cornell Concert would be used for anything

other than charitable purposes as consideration to induce Soundgarden to play at the Cornell

Concert.

The Album Files

48. Each of the four Band Members played a songwriting role in connection with

certain songs on all of the Band albums, including the planned new Soundgarden album. In some

instances, the Band Members brought their individual song ideas (“demos” of which often

consisted purely of instrumentals, and other times also included vocals) to some or all of the rest

of the Band Members to continue working on them together. In other instances, song ideas arose

organically while the Band or some of its members were playing together in a studio. Some song

ideas were ultimately rejected by the Band, while others were developed further by the Band as a

whole.

49. The Surviving Band Members are unaware of any occasion in which one of the

Band Members, including Cornell, unilaterally withdrew a song that had been presented to the

Band for consideration or accepted by the Band as a Soundgarden song. Counter-Plaintiffs are

informed and believe and thereon allege that Cornell only presented songs to the Band for

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consideration when he identified them stylistically or legally as “Soundgarden songs.” Counter-

Plaintiffs are informed and believe and thereon allege that although Cornell also wrote songs of a

different style for solo efforts, other bands (like Audioslave), or other purposes, Cornell never

presented such a song to the Band.

50. Over several years, Cornell and the Band had been working on vocal and

instrumental parts for the new Soundgarden tracks using the method of “overdubbing,” which is

the addition of separately-recorded vocal or instrumental tracks to other instrumental tracks to

create a full band recording. “Multi-track” recordings are the audio building blocks of a fully mixed

and produced album product. When he died, Cornell was in sole possession of unique audio files

embodying digital multi-track recordings in the process of being produced by both Cornell and the

Band for the new planned Soundgarden studio album governed by the Universal Recording

Agreement (collectively the “Album Files”). Specifically the Album Files consist of: (a) the seven

Unreleased Sound Recordings; (b) other Band recordings including Band performances of songs,

“riffs and jams” from the Band’s recording sessions in 2015, 2016, and 2017; (c) Cornell’s

overdubs and other material produced by Cornell to augment such Band recordings; and (d) other

recordings intended by Cornell for Soundgarden’s use. The Album Files were stored on at least

one (and perhaps more) of Cornell’s laptops, and perhaps on other of Cornell’s computers or

devices.

51. Out of respect for Cornell’s family, promptly after Cornell’s death, the Surviving

Band Members and the Band’s team arranged delivery of all of Cornell’s personal effects,

including his laptop(s), to Vicky Cornell. Unfortunately, the Surviving Band Members

subsequently realized that Cornell had the only existing multi-track versions of the seven

Unreleased Sound Recordings that include Cornell’s vocal and instrumental overdubs, along with

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other unique Album Files.

52. Counter-Plaintiffs are informed and believe and thereon allege that additional

copies of the Album Files have been made since Cornell’s death, including by Tom Syrowski, an

engineer, mixer and producer who has worked with producer Brendan O’Brien.

53. Following a period of grief and mourning, the Surviving Band Members reached

out to Vicky Cornell to recover the Album Files including from Cornell’s laptop(s). In part, they

wanted to confirm their belief that there is sufficient recorded material in the Album Files for a

last Soundgarden studio album – a project that the Surviving Band Members believe they owe to

Cornell, the Band’s legacy and fans.

54. Despite admitting that the Album Files were Band material, Vicky Cornell has

refused to return them to the Soundgarden and the Surviving Band Members.

55. In August 2017, Vicky Cornell revealed in a telephone call with one of the Band’s

audio engineers that Cornell’s laptop(s)/computers were stored in Cornell’s recording studio along

with other important equipment at her home in New York City which had suffered flooding. The

audio engineer immediately offered to travel to New York, along with another audio engineer, to

assist with recovery efforts and to help review, catalog, and make safety back-ups of all the audio

recording files on the laptops/computers. This offer was ultimately not accepted.

56. In late January and early February 2019, Vicky Cornell exchanged text messages

with Cameron confirming her custody of “SG files” and stating that “I will have to sort a time to

have the hard drive sent back to Tom so he can extract the SG files to send to you.” But no delivery

was made.

57. On July 26, 2019, Cameron sent an email to Chris Nary at Patriot, copying Vicky

Cornell among others, again attempting to obtain access to the Album Files which stated, in part,

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as follows:

We need an update and access to our audio files for the unfinished record. I have made it
very clear what it will take for us to complete the new music and yet we have not been
allowed access. Vicky and Ron need to do the right thing and give us the opportunity to
finish the last Soundgarden album.

58. On July 27, 2019, Vicky Cornell responded by email to Cameron, in relevant part,

as follows:

As Peter can confirm, I have never said that the music will never be released. I said
the music can be released if we have an agreement on a proper producer, manager and
marketing, among other issues.
...
I will not release anything without proper set up and without say in the management…a
producer, marketing and publicity, etc...

If you’d like to release a record, I’m more than happy to and feel the fans should have this
but there are parameters that must be reached.

59. On August 1, 2019, Cameron responded by email to Vicky Cornell, in relevant part,

as follows:

We have no issues with including you/Ron/label with a marketing plan once the new music
is finished, but we have to finish the music first. We want to the opportunity to use Chris’
vocals from his demos to build the new tracks from. 3 of the songs I co wrote, 1 song Ben
co wrote, Chris wrote 2 songs entirely, Kim co wrote 1 song. There could be more finished
vocals/songs buried somewhere in the files, we won’t know until we listen. I supplied
Peter with a list of producers I contacted about the project. Apparently you had no idea
who Butch Vig was, but he would be great for something like this, rebuilding tracks from
source material. Chris always recorded amazing demos, so lucky for us, his demo vocals
were perfect for these new songs. We just have to find his vocal tracks from his
demos/computer files.

You are conflating many unrelated topics in your email. We would never do anything to
tarnish Chris’ legacy, a legacy we feel honored to be a part of. Any suggestion to the
contrary is simply not true, extremely counterproductive and downright hurtful. I
understand you are under pressure, we all are, but Soundgarden/Seatlle is not the enemy.
We just want the opportunity to let the new music live, have a life of its own and add to
the legacy.

60. Neither Cameron, nor any other Surviving Band Member, heard back from Vicky

Cornell or any of her representatives in response to Cameron’s August 1, 2019, email.

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61. On November 14, 2019, after a number of telephone calls to various representatives

of Counter-Defendants without success, counsel for Soundgarden delivered a letter to

representatives of Vicky Cornell requesting return of the Album Files, adding that “[w]e are

hopeful that this issue can be resolved easily and voluntarily.” A true and correct copy of the

November 14, 2019, letter from counsel for Soundgarden is attached hereto as Exhibit C. But

neither the Surviving Band Members nor their counsel received a substantive response until

learning from the media on December 9, 2019, that Vicky Cornell had filed her Complaint in this

federal action in Miami, Florida.6

62. In her Complaint, Vicky Cornell claims that “[in] 2017, while at his home in

Florida, [Cornell] recorded a number of unreleased sound recordings.” (D.E. 1, ¶ 42). She claims

that these recordings, including the Unreleased Sound Recordings, were “solely created by Chris

on his laptop at his personal recording studio, known as TNC Studios,” that “[Cornell] was the

sole and exclusive owner and copyright holder”, and that Vicky Cornell now “is the sole and

exclusive owner[]” of these files. (D.E. 1, ¶¶ 42-44.). These claims are all false.

63. The material in the Album Files, including the Unreleased Sound Recordings (with

the exception of the musical composition “Stone Age Mind”), were created and developed

collectively by the Band. All of the Album Files were intended by Cornell and the Band for

Soundgarden. This is provable by abundant evidence, including emails between the Band

Members (including Cornell) exchanging audio files and lyrics, and other tangible evidence such

as full “live” audio recordings of the Band working on and performing the songs at its Seattle

studios.

6
See, e.g., https://www.rollingstone.com/music/music-news/chris-cornell-vicky-cornell-
soundgarden-lawsuit-royalties-924015/) (“Chris Cornell’s Widow Sues Soundgarden Over
Unreleased Recordings”).

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64. Defendants even have evidence directly from Vicky Cornell, including an email

from January 2016 in which she states “[Soundgarden] are making record and they aren't quick,”

an email from February 2017 in which she states “[Soundgarden] are now on second record,” an

email from March 2017 in which she states that Chris is traveling for the “SG record,” and her

email correspondence with Cameron, including her emails in July 2019, acknowledging that the

Album Files are intended for the new Soundgarden album: “If you’d like to release a record, I’m

more than happy to and feel the fans should have this but there are parameters that must be

reached.”

65. Moreover, many of the Album Files significantly predate 2017: for example, the

instrumental recording of “Ahead of the Dog” (originally titled “Summer Tiger”) was initially

performed by several of the Soundgarden Band Members, during their King Animal recording

sessions in early 2011.

66. Cornell’s work on vocal and instrumental overdubs for the Album Files took place

in various locations including Seattle, and Cornell often worked from his personal recording studio

at his home in New York City. In 2017, for example, Cornell was using his New York home

recording studio, including specifically to work on the planned new Soundgarden album, as proved

by evidence showing that (1) in January 2017, Cornell purchased certain recording equipment and

had it shipped to his New York home; (2) in January 2017, Cornell had guitars and equipment

shipped from Seattle to his New York home specifically “because he is working on the

[Soundgarden] album in his home studio” in New York; and (3) in April 2017, Cornell shipped

that equipment from New York back to Seattle for the Band studio session at Strange Earth.

Partnership Voting, Property, And Distributions

67. Each of the Band Members, including Cornell and his representatives,

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acknowledged and approved the existence of Soundgarden as a Washington general partnership,

in writing and otherwise on numerous occasions over many years.

68. On or about May 2, 1997, the four Band Members met in Seattle with the Band’s

counsel, Peter Paterno (“Paterno”), of the law firm currently known as King, Holmes, Paterno &

Soriano LLP (“King Holmes”). At that meeting, Paterno distributed to each of the four Band

members a written, four-page memorandum entitled “Partnership wind-up” that advised the band

members to “do a simple general partnership agreement” to govern “Soundgarden’s future

activities.” The May 2, 1997 memorandum outlined the proposed material partnership terms. All

of the Band Members stated their agreement to those terms.

69. Paterno memorialized the Band Members’ agreement to the partnership terms in a

memorandum dated May 27, 1997, entitled “Soundgarden Partnership wind-up.” The May 27,

1997 memorandum states, among other things, that “[e]xcept for publishing income (discussed

below), all revenue is divided equally among the partners.” The May 2 and May 27, 1997,

memoranda from Paterno shall be referred to as the “Paterno Memoranda.”

70. It was intended that the Band partnership agreement would be reduced to a final,

written, signed contract. However, that never happened. Instead, the Band and its representatives

(such as its legal counsel at King Holmes and its business managers at VWC Management and

later Cal Financial Group, Inc.) operated substantially in accordance with the terms stated in the

Paterno Memoranda.

71. The partnership agreement applicable to the Partnership, as set forth in the Paterno

Memoranda, specifically provides that only “[a]ny living partner should have voting rights” and

“the estate of a deceased partner will not have voting rights.” Only the Remaining Partners of the

Partnership―namely, Cameron, Thayil and Shepherd―are entitled to vote on Partnership matters,

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including, but not limited to, distributions of Partnership funds and other property.

72. To the extent the Paterno Memoranda are deemed not to apply or not to be binding,

Washington general partnership law provides the same result. As a Washington general

partnership, Soundgarden is governed by Washington’s Revised Uniform Partnership Act

(“RUPA”) which is codified in Chapter 25.05 of the Revised Code of Washington (“RCW”). RCW

§ 25.05.015(1) holds that RUPA governs to the extent any agreement is silent. Under RUPA,

partners share partnership profits and losses equally, unless the partners have agreed otherwise.

RCW § 25.05.150(2). This rule applies regardless of whether the partners have invested different

amounts into the business. Id.

73. The Partnership partners never entered into a written partnership agreement, nor

otherwise agreed, to share partnership profits and losses other than equally, with the exception of

“publishing income.” On the basis of the Paterno Memoranda, and RUPA, Cornell’s share of

profits and losses relating to the Partnership—except for publishing income—is therefore 25%.

Under the Band’s eventual arrangement, publishing and songwriting are not considered Band

property.

74. With regard to publishing, the Band agreed to split revenue relating to publishing

equally through and including the album Badmotorfinger, with publishing for subsequent albums

split based upon each Band Members’ respective songwriting contributions.

75. Counter-Plaintiffs are informed and believe and thereon allege that Vicky Cornell,

as the beneficiary and Personal Representative of the Estate, inherited Cornell’s economic interest

in the Partnership.

76. Pursuant to the Paterno Memoranda, only “[a]ny living partner should have voting

rights” and “the estate of a deceased partner will not have voting rights.” Under Washington

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general partnership law, upon Cornell’s death, Counter-Defendants are considered a “transferee”

of Cornell’s “transferable interest” in the Partnership. RCW § 25.05.210(1)(c). This “transferable

interest” entitles Counter-Defendants to (i) Cornell’s share of Partnership profits and losses, and

(ii) Cornell’s right to receive distributions to which he would have been entitled. RCW §

25.05.205. Upon Cornell’s death, Counter-Defendants did not become, and are not currently,

partners in the Partnership. Therefore, Counter-Defendants have no associated management or

other such partnership rights. RCW § 25.05.150(9). Specifically, Counter-Defendants are not

entitled to participate in the management or conduct of the Band’s business, to access information

about the Band’s transactions, or to inspect or copy the Band’s books or records. RCW §

25.05.210(1)(c).

77. With regard to partnership property, Counter-Defendants have no ownership rights.

RCW § 25.05.150(9). Indeed, pursuant to RUPA, even full partners are not considered co-owners

of partnership property and have no legally recognized interest in partnership property. RCW §

25.05.200. Property acquired by a partnership is property of the partnership and not of the partners

individually. RCW § 25.05.060. Even a partner may use or possess partnership property only on

behalf of the partnership. RCW § 25.05.150(7).

78. The Partnership has not made financial distributions to any of its partners, or to

Counter-Defendants, since 2018, as reflected in the Partnership’s financial records. The

Partnership will not legally be required to make distributions to Counter-Defendants (as heir to

Cornell’s economic interest) until the Partnership, by vote of the Remaining Partners, formally

elects to make such a distribution. When a Partnership distribution is made, Counter-Defendants

will be entitled to an appropriate payment as the “transferee” of Cornell’s Partnership share.

However, this share will be reduced by expenses including litigation costs, such as attorneys’ and

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experts’ fees and costs, incurred by Soundgarden and by the Surviving Band Members, relating to

this action. Under Washington general partnership law, all Partners, including Cornell, equally

share profits and losses and are “deemed to have an account” that reflects all “credit[s]” and

“charge[s]” which includes losses and liabilities such as legal fees. RCW § 25.05.150. Proper legal

expenditures by the Partnership also include legal fees relating to the Remaining Partner

defendants. RCW §§ 25.05.120(1); 25.05.150(3).

Vicky Cornell’s Conversion Of Soundgarden’s Social Media Accounts

79. For many years, the Band’s social media accounts were administered by different

individuals who would work at the direction of the Band with management, most recently Patriot,

acting as the intermediary for approvals and instructions. Since 2010, the Band’s social media

accounts include, but are not limited to, Facebook, Twitter, Instagram, Vimeo, YouTube,

Snapchat, Tumblr, Top Spin, and Pinterest, and also the Band’s official website at

https://www.soundgardenworld.com/, including the customer account with GoDaddy, which

registered the URL for and provides access to the Band’s official website (collectively

“Soundgarden Social Media Accounts”).

80. Patriot’s services to Soundgarden were terminated in October 2019.

81. On early December, 2019, Soundgarden’s attorney corresponded with Patriot

requesting the delivery of the log-in information and other access rights for the Soundgarden Social

Media Accounts. Patriot failed to deliver such log-in information and other access rights. Instead,

Counter-Plaintiffs are informed and believe and thereon allege that Patriot provided that

information to Counter-Defendants without Band authority or permission.

82. At no point were the Surviving Band Members informed or aware that Vicky

Cornell had any role regarding the Soundgarden Social Media Accounts. Yet in an email dated

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March 20, 2020, Vicky Cornell’s counsel wrote: “Vicky has been running the social media sites

for years.” Again, the Band has not given Vicky Cornell permission to operate or post on the

Soundgarden Social Media Accounts.

83. Despite repeated requests, Counter-Defendants have refused to deliver the log-in

information and other access rights to the Soundgarden Social Media Accounts or to otherwise

relinquish control over the Soundgarden Social Media Accounts. With regard to Soundgarden’s

official website, Counter-Defendants’ position belies their own allegation in the Complaint that

Soundgarden “is also the owner, operator and/or licensor of the Band’s website, which offers

official Soundgarden merchandise for sale to citizens of the State of Florida. (See

http://www.soundgardenworld.com/).” (D.E. 1, ¶10).

84. In recent responses to Soundgarden’s Interrogatories, Counter-Defendants have

made clear their refusal to return control to Soundgarden of the Soundgarden Social Media

Accounts, even though Vicky Cornell is not a partner in the Partnership or a member of the Band.

85. While Vicky Cornell improperly refuses to return control of the Soundgarden

Social Media Accounts to Soundgarden, she has continued to control and manage these accounts

to the detriment of Soundgarden. Without Band permission, Vicky Cornell, identifying herself as

“Soundgarden,” has removed fan comments and has herself posted images and comments to

publicly-accessible Band Social Media pages. Some of those postings by Vicky Cornell are

intended to denigrate the Band and the Surviving Band Members.

86. At least some of the Band’s fans are aware that Vicky Cornell is posing as

“Soundgarden” and is posting the content. For example, in mid-March of 2020, Vicky Cornell

posted as “Soundgarden” on Soundgarden’s official Instagram page at Instagram.com/p/B-

bBXofJIRO/ a photo of Cameron, Soundgarden’s drummer, with the capitalized words “FEEL

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THE RHYTHM WITH YOUR HANDS STEAL THE RHYTHM WHILE YOU CAN” printed

over the photo. These words are lyrics taken from the 1994 Soundgarden hit recording entitled,

“Spoonman.” This posting was meant to be understood by Soundgarden fans as a comment from

Vicky Cornell (masquerading as “Soundgarden” on the official Soundgarden Instagram page)

about the rhythm player “stealing” from Vicky Cornell. Many fans got the message and they did

not like it. Examples of publicly-available fan comments on the post include the following:

• “All time SoundgardenFan unfollowing this & CC IG account & not buying or streaming
anything from the band or Chris Cornell anymore (I have my CDs & concert memories
from the past & that’s it)! As honestly truly sorry I am for the remaining band
members…but I hate this focus on C.Cornells family and this money/rights/power
crusade … those band mocking posts… the hurting comments of people… with the only
effect of bruising & harming the image & the art of a real real amazing BAND! Thx 2
Soundgarden for their amazing music!! RIP Chris Cornell! Kim, Ben, Matt: Keep your
head up guys & stay creative!”
• “#istandwithmatt Chis would be disgusted by what your doing to his band’s account and
to his bandmates this isn’t your account Vicky.. get off no one likes you”
• “You’re an idiot look at the post and caption Chris would be disgusted with that. You
aren’t a Soundgarden fan. You speak for yourself!!!”
• “if only Matt had access to this account. Chris’s widow controls it..”
• “yes its basically Vicky k mocking SG and their lawsuit”

87. Otherwise, the Soundgarden Social Media Accounts have been in a state of neglect.

There has been no news item added to the Band’s official website since October 15, 2019, no new

post on the Band’s Twitter account since January 28, 2020, no new post on the Soundgarden

Facebook account since February 23, 2020, and the Band’s Tumbler account has no content on it.

The links on the Band’s Facebook “About” page include dead links to the Twitter and Tumbler

accounts and a plug for the Chris Cornell retrospective album. The Band’s Facebook “Official

Store” page is not operational and contains a link back to the Band’s main Facebook page. The

“About” page on the Band’s YouTube channel contains the following: “Description: The 'Chris

Cornell' Career Retrospective, featuring ‘When Bad Does Good,’ is available now at

www.chriscornell.com.”

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88. As noted, Soundgarden is informed and believes and thereon alleges that fans of

Soundgarden have become aware that Vicky Cornell, and not Soundgarden, is controlling the

Soundgarden Social Media Accounts. This circumstance has caused direct injury to Soundgarden

including reputational harm and loss of income including on the basis that fans have been

dissuaded from purchasing merchandise on the Soundgarden official website due to doubts about

the recipient of associated revenue.

Inquiry Re Cornell’s Personal Property

89. In mid-September 2019, counsel for Vicky Cornell contacted representatives and

counsel for Soundgarden inquiring as to the existence of potential personal property of Cornell

still in the custody of Soundgarden.

90. On September 24, 2019, following an investigation, counsel for Soundgarden

delivered a letter to counsel for Vicky Cornell disclosing as follows: (a) “Following his passing in

2017, all of Chris Cornell’s personal items in the possession of [Soundgarden] were delivered to

Vicky Cornell…”; (b) “There are no personal items belonging to Chris Cornell remaining at the

Pearl Jam warehouse at Deke River” and (c) “There are no other known personal items of Chris

Cornell at any other storage space, or any other location, utilized by our clients.” A true and correct

copy of this September 24, 2019 letter is attached hereto as Exhibit D.

91. Neither the Surviving Band Members nor their counsel received any response on

this issue until Vicky Cornell filed her Complaint falsely alleging, in part, that “[d]espite Plaintiffs’

demand, the Partnership and Surviving Band Member have refused to transfer or other [sic]

relinquish Chris’ Personal Property to Plaintiff.” (D.E. 1, ¶ 99).

Soundgarden’s Authority To File Claims

92. On January 19, 2018, Vicky Cornell filed a Petition for Administration of the Estate

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of Christopher Cornell in the Circuit Court for Palm Beach County Florida, Probate Division,

captioned In Re: Estate of Christopher John Cornell, aka Christopher Cornell, Case No. 502018-

CP-000260XXXXNB (the “Probate Action”). While Soundgarden has not filed a Statement of

Claim in the Probate Action, Soundgarden is authorized to file these Counterclaims against Vicky

Cornell, as Personal Representative of the Estate, pursuant to Florida probate law. See F.S.

733.702(4)(c) (“A creditor who has not timely filed a claim against the estate may file a crossclaim

or counterclaim in an independent action instituted by the estate.”).

93. Additionally, there is no statutory preclusion to Soundgarden filing these

Counterclaims against Vicky Cornell individually, against Vicky Cornell, as Personal

Representative of the Estate, relating to conduct since Cornell’s death, or against any Counter-

Defendant for non-monetary remedies.

94. Counter-Plaintiffs are informed and believe and thereon allege that any applicable

statutes of limitations relating to any of the claims set forth in these Counterclaims are tolled by

the delayed discovery rule, the fraudulent concealment rule, the equitable estoppel rule, or any

other equitable rule or principle that would apply, under the circumstances of these Counterclaims,

to toll any applicable time period for filing a legal claim.

FIRST CAUSE OF ACTION


(Declaratory Relief – Ownership Of Album Files)
(By Counter-Plaintiffs Against Counter-Defendants)

95. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

96. As a result of the Counter-Defendants’ failure to return the Album Files and their

filing of this action claiming sole ownership over the Unreleased Sound Recordings, an actual and

justiciable controversy has arisen and now exists between Counter-Plaintiffs, on the one hand, and

Counter-Defendants, on the other hand, as to the parties’ respective ownership, rights, and

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entitlements to the Album Files.

97. Counter-Defendants assert that Cornell was the sole author and creator of the

Unreleased Sound Recordings (and presumably the other Album Files) and that Counter-

Defendants are therefore exclusive owners under copyright law. However, even if Cornell

technically “created” some part of the Album Files—meaning Cornell last saved-to-memory some

or all of the files—Counter-Defendants do not now own those files embodying the copyrighted

works, under copyright law or on any other basis. The relevant ownership law applicable to the

Counter-Plaintiffs determines ownership of such tangible personal property even if that property

embodies a copyrightable work. 17 USC § 202 (“Ownership of a copyright, or of any of the

exclusive rights under a copyright, is distinct from ownership of any material object in which the

work is embodied.”).

98. Counter-Defendants assert that Counter-Plaintiffs claim ownership over Cornell’s

solo work, but Counter-Plaintiffs only claim property rights to provable Band recordings and

related files in Counter-Defendants’ custody, not any solo-Cornell songs/recordings, and Counter-

Plaintiffs do not deny Cornell’s copyrightable publishing rights, now putatively owned by

Counter-Defendants, relating to Cornell’s share of songwriting.

99. Counter-Plaintiffs seek a judicial determination and declaration of the parties’

respective ownership rights in the Album Files in these circumstances, and specifically seek a

declaratory judgment decreeing that one or both of the Counter-Plaintiffs is the sole owner of the

Album Files and that Counter-Defendants possess no ownership interest in the Album Files.

100. A judicial declaration of the parties’ respective rights and obligations with respect

to the foregoing disputed matters is necessary and appropriate.

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SECOND CAUSE OF ACTION


(Declaratory Relief – Copyright Ownership and Express and Implied License)
(By Counter-Plaintiffs Against Counter-Defendants)

101. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

102. An actual and justiciable controversy has arisen and now exists between Counter-

Plaintiffs and Counter-Defendants concerning their respective rights to the copyrights in the

recordings contained in the Album Files (“Album Recordings”).

103. Counter-Defendants assert that Cornell was the sole author and creator of the

recordings contained in the Unreleased Sound Recordings (and presumably the other Album

Recordings) and that Counter-Defendants are therefore exclusive owners under copyright law.

104. Counter-Plaintiffs assert:

A. That the copyrights in the Album Recordings are owned solely and exclusively

by Counter-Plaintiffs based on a written assignment by all Band Members,

including Cornell, to the Counter-Plaintiffs, and that Counter-Defendants are

contractually estopped from denying said written assignment pursuant to the

Universal Recording Agreement and its incorporated letter of inducement;

B. Alternatively or additionally, that the Album Recordings are “joint works”

jointly owned by all Band Members pursuant to the Copyright Act, 17 U.S.C.

§ 101, because they were “prepared by two or more authors with the intention

that their contributions be merged into inseparable or interdependent parts of a

unitary whole,” and because Cornell and the Surviving Band Members at all

times intended the Band Members to be joint authors of those Album

Recordings, and intended that their contributions to the Album Recordings be

merged into the joint works that would comprise the Album Recordings in

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which they would each own a copyright interest as a joint owner.

C. Alternatively or additionally, that the Surviving Band Members possess

copyright interests in their own contributions to the Album Recordings which

have never been assigned to Counter-Defendants, and which Counter-

Defendants may not use without Counter-Plaintiffs’ consent.

D. Alternatively or additionally, that Cornell has granted to one or both Counter-

Plaintiffs an express exclusive license to use, and to sub-license, his

contributions to the Album Recordings including any related copyrights.

Without limitation, these express licenses are evidenced by the Universal

Recording Agreement Cornell signed. Counter-Plaintiffs assert that the express

license granted to one or both of the Counter-Plaintiffs is binding on Counter-

Defendants under copyright law and the law of estoppel by contract.

E. Alternatively or additionally, Counter-Plaintiffs assert that Cornell by his

conduct granted to one or both Counter-Plaintiffs an implied license to use, and

to sub-license, his contributions to the Album Recordings including any related

copyrights. Without limitation, these implied licenses are evidenced by the

Universal Recording Agreement, by various oral and written communications

involving Cornell, and by Cornell’s history and course of dealings with

Counter-Plaintiffs and the Surviving Band Members, including his activities

and communications relating to the planned new Soundgarden album. Counter-

Plaintiffs assert that the implied licenses granted to one or both of the Counter-

Plaintiffs is binding on and irrevocable by Counter-Defendants at least in part

because Cornell received consideration for such license grants.

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105. Counter-Plaintiffs seek a judicial determination and declaration of the parties’

respective ownership rights in the Album Recordings in these circumstances, and specifically seek

a declaratory judgment decreeing that: (a) one or both of the Counter-Plaintiffs own all copyright

interests in the Album Recordings; (b) alternatively, that the Album Recordings are joint works

jointly owned by the Surviving Band Members and Vicky Cornell as the successor to Chris

Cornell; (c) alternatively, that the Surviving Band Members possess copyright interests in their

own contributions to the Album Recordings which have never been assigned to Counter-

Defendants; (d) alternatively, that Cornell granted to one or both Counter-Plaintiffs express

exclusive licenses to use, and to sub-license, his contributions to the Album Recordings, including

any related copyrights, which are binding on and irrevocable by the Counter-Defendants; and (e)

alternatively, that Cornell granted to one or both Counter-Plaintiffs implied licenses to use, and to

sub-license, his contributions to the Album Recordings, including any related copyrights, which

are binding on and irrevocable by the Counter-Defendants.

106. Counter-Plaintiffs are entitled to an award of their attorneys’ fees pursuant to 17

U.S.C. § 504.

107. A judicial declaration of the parties’ respective rights and obligations with respect

to the foregoing disputed matters is necessary and appropriate.

THIRD CAUSE OF ACTION


(Declaratory Relief – Name and Likeness Rights)
(By Counter-Plaintiffs Against Counter-Defendants)

108. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

109. An actual and justiciable controversy has arisen and now exists between Counter-

Plaintiffs and Counter-Defendants concerning their respective rights to use of the name and

likeness of Cornell, including in association with promotion and marketing of the planned new

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Soundgarden album.

110. Counter-Defendants have communicated, including through counsel, that Counter-

Plaintiffs are precluded from using Cornell’s name and/or likeness, including in association with

promotion and marketing of the planned new Soundgarden album.

111. Counter-Plaintiffs assert that Cornell has granted to one or both Counter-Plaintiffs

express and/or implied rights to use his name and/or likeness, including rights to grant sub-rights,

including in association with promotion and marketing of the planned new Soundgarden album.

Counter-Plaintiffs further assert that Counter-Defendants are contractually estopped from denying

Cornell’s grant of such rights to Counter-Plaintiffs. Without limitation, these express and/or

implied rights are evidenced by the Universal Recording Agreement, by various oral and written

communications involving Cornell, and by Cornell’s history and course of dealings with Counter-

Plaintiffs and the Surviving Band Members, including his activities and communications relating

to the planned new Soundgarden album. Counter-Plaintiffs assert that the express and/or implied

rights granted to one or both of the Counter-Plaintiffs is binding on and irrevocable by Counter-

Defendants at least in part because Cornell received consideration for such rights grants.

112. Alternatively or additionally, Counter-Plaintiffs assert that any use of Cornell’s

name and/or likeness to describe Cornell’s contributions to the Album Recordings or otherwise in

connection with the Album Recordings and planned new Soundgarden album would be a “fair

use” of Cornell’s name and/or likeness that would not violate Cornell’s right of publicity under

applicable law, including but not limited to RCW §§ 63.60.070(2)(d), (5).

113. Counter-Plaintiffs seek a judicial determination and declaration of the parties’

respective rights to use Cornell’s name and likeness to promote Album Recordings in which his

performances appear in these circumstances, and specifically seek a declaratory judgment

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decreeing that Counter-Plaintiffs have express and/or implied rights to use Cornell’s name and/or

likeness, including rights to grant sub-rights, including in association with promotion and

marketing of the planned new Soundgarden album, which are binding on and irrevocable by the

Counter-Defendants, and decreeing that Counter-Defendants are contractually estopped from

disputing Counter-Plaintiffs’ possession of such rights. Alternatively or additionally, Counter-

Plaintiffs seek a judicial determination and declaration that Counter-Plaintiffs’ use of Cornell’s

name and/or likeness to describe Cornell’s contributions to the Album Recordings or otherwise in

connection with the Album Recordings and planned new Soundgarden album is a “fair use” of

Cornell’s name and/or likeness that would not violate Cornell’s right of publicity under applicable

law, including but not limited to RCW §§ 63.60.070(2)(d), (5).

114. A judicial declaration of the parties’ respective rights and obligations with respect

to the foregoing disputed matters is necessary and appropriate.

FOURTH CAUSE OF ACTION


(Conversion of Album Files)
(By Counter-Plaintiffs Against Counter-Defendants)

115. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

116. By their wrongful acts and omissions as alleged herein, Counter-Defendants

improperly and illegally converted the Album Files belonging to Soundgarden to their own

personal custody and use. Counter-Defendants intended to convert this property and intended for

the wrongful taking of the property to be permanent, even if wrongful.

117. As the result, Soundgarden has been deprived of the use and interest in the

converted Album Files all to its damage.

118. Soundgarden is entitled to restitution and recovery from Counter-Defendants of,

and imposition of a constructive trust on, the Album Files.

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FIFTH CAUSE OF ACTION


(Conversion of the Soundgarden Social Media Accounts)
(By Soundgarden Against Counter-Defendants)

119. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

120. By their wrongful acts and omissions as alleged herein, Counter-Defendants

improperly and illegally converted the Soundgarden Social Media Accounts belonging to

Soundgarden to their own personal custody and use. Counter-Defendants intended to convert this

property and intended for the wrongful taking of the Social Media Accounts to be permanent or

indefinite, even if wrongful. Counter-Defendants have never provided a good-faith basis for the

ongoing wrongful exercise of control or dominion over the Soundgarden Social Media Accounts.

121. As the result, Soundgarden has been deprived of the use and interest in the

converted Soundgarden Social Media Accounts all to its damage.

122. Soundgarden is entitled to restitution and recovery from Counter-Defendants of,

and imposition of a constructive trust on, the Soundgarden Social Media Accounts including their

log-in and other access information.

SIXTH CAUSE OF ACTION


(Unjust Enrichment)
(By Counter-Plaintiffs Against Counter-Defendants)

123. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

124. By their wrongful acts and omissions Counter-Defendants have been unjustly

enriched at the expense of and to the detriment of Counter-Plaintiffs.

125. Counter-Plaintiffs seeks restitution from Counter-Defendants and seeks an order of

this Court disgorging and returning the Album Files, the Soundgarden Social Media Accounts,

including their log-in and access information, and all moneys improperly received, and not

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distributed to charity, relating to Soundgarden’s participation in the Cornell Concert.

126. Under the facts of this action, it would be inequitable not to correct the unjust

enrichment by forcing Counter-Defendants to disgorge the property and moneys that enriches

them.

SEVENTH CAUSE OF ACTION


(Breach of Written Contract)
(By SGR LLC Against Vicky Cornell, as Personal Representative of The Estate)

127. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

128. SGR LLC entered into the Universal Recording Agreement with Universal. In

connection with the Universal Recording Agreement, Cornell executed a letter of inducement in

which “jointly and severally” along with the other Band Members he made various contractual

commitments to Universal to which SGR LLC was a third party beneficiary. Cornell’s contractual

commitments in the letter of inducement also constitute direct contractual cross-commitments to

SGR LLC and to the Surviving Band Members.

129. Cornell knew that SGR LLC would benefit from the Universal Recording

Agreement and that SGR LLC would be harmed by any breach of the Universal Recording

Agreement. Vicky Cornell, as Personal Representative of the Estate, knew that SGR LLC would

benefit from the Universal Recording Agreement and that SGR LLC would be harmed by any

breach of the Universal Recording Agreement.

130. Following Cornell’s death, Vicky Cornell, as Personal Representative of the Estate,

is bound by Cornell’s contractual commitments in the letter of inducement in the Universal

Recording Agreement.

131. As set forth herein, Vicky Cornell, as Personal Representative of the Estate, has

breached the letter of inducement in the Universal Recording Agreement against SGR LLC, as a

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third party beneficiary and as a direct contracting party, by, among other breaches, claiming sole

ownership over and refusing to return the Album Files which embody Album Recordings intended

for the “second LP” governed the Universal Recording Agreement. Such breaches have directly

prevented SGR LLC from fulfilling its contractual obligations to Universal to deliver finished

recordings for the second Soundgarden LP.

132. As a third-party beneficiary and/or as a direct contracting party, SGR LLC is

entitled to damages from Vicky Cornell, as Personal Representative of the Estate, because SGR

LLC suffered damages as a result of the breaches of Vicky Cornell, as Personal Representative of

the Estate.

133. As a direct and proximate result of the breaches of Vicky Cornell, as Personal

Representative of the Estate, SGR LLC has suffered damages.

EIGHTH CAUSE OF ACTION


(Tortious Interference With A Contract Or Business Expectancy)
(By SGR LLC Against Vicky Cornell)

134. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

135. SGR LLC entered into the Universal Recording Agreement with Universal. In

connection with the Universal Recording Agreement, Cornell executed a letter of inducement in

which “jointly and severally” along with the other Band Members he made various contractual

commitments to Universal to which SGR LLC was a third party beneficiary. Cornell’s contractual

commitments in the letter of inducement also constitute direct contractual cross-commitments to

SGR LLC and to the Surviving Band Members.

136. Vicky Cornell intentionally and wrongfully interfered with the Universal

Recording Agreement by, among other actions, converting and refusing to return the Album Files

to Counter-Plaintiffs.

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137. Vicky Cornell’s interference was done both for an improper purpose and by

improper means, because her interference was an unlawful restraint of trade and involved a direct

or implied refusal to deal with SGR LLC that induced, compelled, or pressured SGR LLC to be

unable to fulfill its obligations to Universal pursuant to the Universal Recording Agreement. If not

for Vicky Cornell’s tortious interference, SGR LLC would have been able to comply with its

obligations to deliver recordings to Universal for a “second LP.”

138. As a direct and proximate result of Vicky Cornell’s tortious interference, SGR LLC

has suffered damages in the form of lost profits, loss of goodwill, and harm to business reputation,

as well as actual expenses.

NINTH CAUSE OF ACTION


(Breach of Oral Contract)
(By Soundgarden Against Vicky Cornell)

139. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

140. On or about late 2018, Soundgarden and Vicky Cornell entered into an oral

agreement whereby the Surviving Band Members of Soundgarden would agree to perform at the

Cornell Concert without compensation in exchange for Vicky Cornell’s agreement that the revenue

from the Cornell Concert would be used for charitable purposes.

141. Soundgarden has performed all of the conditions, covenants and promises required

by it to be performed in accordance with the terms and conditions of the contract by performing at

the Cornell Concert without compensation.

142. Soundgarden is informed and believes and thereon alleges that Vicky Cornell

breached the oral agreement with Soundgarden by failing and refusing to perform in good faith

her promise to use the revenue from the Cornell Concert for charitable purposes.

143. As a direct and proximate result of the breach of Vicky Cornell, Soundgarden has

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suffered damages including lost reasonable compensation for the Cornell Concert and reputational

harm.

TENTH CAUSE OF ACTION


(Fraudulent Inducement)
(By Soundgarden Against Vicky Cornell)

144. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

145. On or about late 2018, Vicky Cornell requested that Soundgarden agree to perform

at the Cornell Concert without compensation. To induce Soundgarden to agree to this request,

Vicky Cornell represented that the revenue from the Cornell Concert would be used for charitable

purposes.

146. Soundgarden is informed and believes and thereon alleges that Vicky Cornell’s

representation was false in that Vicky Cornell did not have the intention of using some or all of

the revenue from the Cornell Concert for charitable purposes, but rather for personal purposes for

herself and her family.

147. Soundgarden is informed and believes and thereon alleges that Vicky Cornell knew

that the representation was false, or exhibited recklessness or negligence as to its truth or falsity,

for the purpose and with the intent of inducing Soundgarden into agreeing to perform at the Cornell

Concert without compensation.

148. Vicky Cornell’s representation was material to Soundgarden in that Soundgarden

had no interest in performing without compensation at a concert that financially benefited Vicky

Cornell and her family. Soundgarden relied on its belief that the revenue from the Cornell Concert

would be used for charitable purposes in deciding to agree to perform at the Cornell Concert

without compensation.

149. As a direct and proximate result of the breach of Vicky Cornell, Soundgarden has

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suffered damages as a result of Vicky Cornell’s misrepresentation including lost reasonable

compensation for the Cornell Concert and reputational harm.

ELEVENTH CAUSE OF ACTION


(False Designation of Origin and False Endorsement
Under the Lanham Act, 15 U.S.C. § 1125(a))
(By Soundgarden Against Counter-Defendants)

150. Counter-Plaintiffs incorporate by reference and reallege each and every allegation

contained above, as though fully set forth herein.

151. Counter-Defendants’ wrongful conduct as described above, including their failure

to return control and their use of the Soundgarden Social Media Accounts, has damaged and is

continuing to damage Soundgarden’s right in its name and identity by, among other things,

exploiting those rights without Soundgarden’s permission, thus diminishing their value.

152. Counter-Defendants have also injured Soundgarden by commercially exploiting

Soundgarden’s name and identity without Soundgarden’s retaining control thereof or receiving

any income properly owing to them as the sole owner of commercial endorsement rights in their

name and identity.

153. Counter-Defendants’ acts have damaged, and will irreparably damage,

Soundgarden. Soundgarden has no adequate remedy at law for certain of these wrongs and injuries.

The damage to Soundgarden includes harm to its goodwill and reputation, and the loss of control

over its name and identity as an indicator of its artistic output, that money damages cannot

compensate.

154. By reason of the foregoing, Soundgarden is entitled to a temporary, preliminary

and permanent injunctive relief under 15 U.S.C. § 1116 restraining and enjoining Counter-

Defendants, their agents, servant and employees, all persons acting in concert with Counter-

Defendants or on Counter-Defendants behalf, from using Soundgarden’s name or identity.

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155. Soundgarden also asserts a claim against Counter-Defendants for damages, costs

and attorneys’ fees pursuant to 15 U.S.C. §§ 1125, 1116, and 1117.

PRAYER FOR RELIEF

WHEREFORE, Counter-Plaintiffs demand judgment in their favor and against Counter-

Defendants as follows:

1. For compensatory and general damages in an amount to be proven at trial or,

alternatively or additionally, statutory damages;

2. For prejudgment and post-judgment interest on any recovery by Counter-Plaintiffs;

3. For a declaration that one or both of the Counter-Plaintiffs is the sole owner of the

Album Files and that Counter-Defendants possess no ownership interest in the Album Files;

4. For a declaration that : (a) one or both of the Counter-Plaintiffs own all copyright

interests in the Album Recordings; (b) alternatively or additionally, that the Album Recordings are

joint works jointly owned by the Surviving Band Members and Vicky Cornell as the successor to

Chris Cornell; (c) alternatively or additionally, that the Surviving Band Members possess

copyright interests in their own contributions to the Album Recordings which have never been

assigned to Counter-Defendants; (d) alternatively or additionally, that Cornell granted to one or

both Counter-Plaintiffs express exclusive licenses to use, and to sub-license, his contributions to

the Album Recordings, including any related copyrights, which are binding on and irrevocable by

the Counter-Defendants; and (e) alternatively or additionally, that Cornell granted to one or both

Counter-Plaintiffs implied licenses to use, and to sub-license, his contributions to the Album

Recordings, including any related copyrights, which are binding on and irrevocable by the

Counter-Defendants.

5. For a declaration that: (a) Counter-Plaintiffs have express and/or implied rights to

use Cornell’s name and/or likeness, including rights to grant sub-rights, including in association

with promotion and marketing of the planned new Soundgarden album, which are binding on and

irrevocable by the Counter-Defendants, and decreeing that Counter-Defendants are contractually

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estopped from disputing Counter-Plaintiffs’ possession of such rights; (b) alternatively or

additionally, that Counter-Plaintiffs’ use of Cornell’s name and/or likeness to describe Cornell’s

contributions to the Album Recordings or otherwise in connection with the Album Recordings and

planned new Soundgarden album is a “fair use” of Cornell’s name and/or likeness that would not

violate Cornell’s right of publicity under applicable law, including but not limited to RCW §§

63.60.070(2)(d), (5).

6. For a preliminary and a permanent injunction requiring that Counter-Defendants

deliver the Album Files and other related material to Counter-Plaintiffs;

7. For a preliminary and a permanent injunction requiring that Counter-Defendants

deliver log-in information and other access to the Soundgarden Social Media Accounts to Counter-

Plaintiffs and barring Counter-Defendants from continuing use of or access to such Soundgarden

Social Media Accounts;

8. For a preliminary and a permanent injunction prohibiting Counter-Defendants from

using the Album Files, the Album Recordings, or the name, likeness, any confusingly similar

variant of the foregoing, or any other aspect of the name, voice, likeness, or other indicia of identity

of Soundgarden or the Surviving Band Members in any other manner to infringe Counter-

Plaintiffs’ trademarks, and other rights;

9. For disgorgement of the Album Files, log-in information and other access to the

Soundgarden Social Media Accounts, and all moneys improperly received, and not distributed to

charity, relating to Soundgarden’s participation in the Cornell Concert;

10. For punitive and exemplary damages;

11. For costs of suit incurred herein, including reasonable attorneys’ fees and expenses;

and

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

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Dated: May 6, 2020

Respectfully submitted,

RIMON P.C.
Gabriel G. Gregg
Email: gabriel.gregg@rimonlaw.com
Matthew Poppe
Email: matthew.poppe@rimonlaw.com
800 Oak Grove Avenue, Suite 250
Menlo Park, CA 94025
(650) 461-4433 (telephone/facsimile)
Pro Hac Vice Admitted

GRAVIS LAW
Paul H. Beattie
Email: PBeattie@gravislaw.com
701 Fifth Avenue, Suite 2800
Seattle, WA 98104-7003
(206) 696-9095 (telephone)
(866) 419-9269 (facsimile)
Pro Hac Vice Admitted

HOLLAND & KNIGHT LLP


701 Brickell Avenue, Suite 3000
Miami, Florida 33131
(305) 374-8500 (telephone)
(305) 789-7799 (facsimile)

By: /s/Benjamin Taormina


Sanford L. Bohrer (FBN 160643)
Email: sbohrer@hklaw.com
Benjamin A. Taormina (FBN 106731)
Benjamin.taormina@hklaw.com

Attorneys for Defendants Soundgarden, Kim A. Thayil,


Matt D. Cameron, and Hunter Benedict Shepherd, and
Counter-Plaintiffs Soundgarden and Soundgarden
Recordings LLC

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 6th day of May, 2020, a copy of the foregoing was

filed electronically with the Clerk of the Court using the CM/ECF system, which will send Notices

of Electronic Filing to all counsel of record.

By: /s/ Benjamin Taormina


Benjamin A. Taormina (FBN 106731)

SERVICE LIST

David Binder Jonelis, Esq. Kevin D. Tragesser, Esq.


Lavely & Singer Avery A. Dial, Esq.
2049 Century Park E., Suite Kaufman Dolowich & Voluck, LLP
2400 Los Angeles, CA 90067 100 S.E. Third Avenue, Suite 1500
310-556-3501 Fort Lauderdale, FL 33394
Email: djonelis@lavelysinger.com Telephone: (954) 712-7442
PRO HAC VICE Fax: (888) 464-7982
ktragesser@kdvlaw.com
adial@kdvlaw.com
fgonzalez@kdvlaw.com
Martin D. Singer, Esq.
Lavely & Singer Attorneys for Defendants, Rit Venerus
2049 Century Park E, Suite 2400 and Cal Financial Group, Inc.
Los Angeles, CA 90067
310-556-3501
Fax: 556-3615
Email: mdsinger@lavelysinger.com
PRO HAC VICE

James George Sammataro, Esq.


Pryor Cashman LLP
201 South Biscayne Boulevard
Suite 2700
Miami, FL 33131
Email: jsammataro@pryorcashman.com

Attorneys for Plaintiff

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