Hollywood Foreign Press Association v. Red Zone Capital Partners II, L.P. et al

Filing 1

COMPLAINT against Defendants Dick Clark Productions, Inc., Does 1 through 10, inclusive, Red Zone Capital Partners II, L.P. Case assigned to Judge Valerie Baker Fairbank for all further proceedings. Discovery referred to Magistrate Judge Fernando M. Olguin.(Filing fee $ 350: PAID) Jury Demanded., filed by plaintiff Hollywood Foreign Press Association.(ghap) (Additional attachment(s) added on 11/22/2010: # 1 Exhibits A - B, # 2 Exhibit C (SEALED), # 3 Exhibits D - E) (ds). Modified on 11/22/2010 (ds).

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LINDA J. SMITH (S.B. # 7828)
MARVIN S. PUTNA^^ (S.B. # 2.12839)
AMY R. LUCAS (S.B. # 264034)
O'MELVENY & 1VIYERS LLP
].999 Aven^^e ^f the Stars, 7th Floor
Los Angeles, C^^l^^aorn^a 90067-6035
Telephone: (3 ^ 0) 553-6700
Facsimile: [phone]

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Attorneys for Plaintiff
Hollywood Foreign Press Association

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

HOLLYWOOD FOREIGN PRESS
ASSOCIATION, a California
Corporation,
Plaintiff,
v.
RED ZONE CAPITAL PARTNERS
II, L.P., a Delaware Limited
Partnership, DICK CLARK
PRODUCTIONS, INC., a Delaware
Corporation; DOES 1 through 10,
inclusive,

Defendants.

Case N

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, ^

^ i^^ f..;

COMPLAINT FOR
(1) TRADEMARK
INFRINGEMENT• (2) FALSE
ASSOCIATION • (3^ DECLARATION
OF COPYRIGI^T O-OWNERSHIP;
4 BREACH OF CONTRACT;
5 DECLARATORY RELIEF;
^ ACTION FOR AN
ACCOUNTING ; (7) BREACH OF
THE IMPLIED COVENANT OF
GOOD FAITH AND FAIR
DEALING• 8 ) BREACH OF
FIDUCIAIf bUTY• (9) UNFAIR
COMPETITION UDDER CAL. BUS.
& PROF. CODE § 17200 AND
CALIFORNIA COMMON LAW;
(10^ INTENTIONAL
IN ERFERENCE WITH
PROSPECTIVE ECONOMIC
ADVANTAGE; AND
(11) REFORMATION
JURY DEMANDED

Plaintiff Hollyw^^d Foreign Press Assoeiatíon ("REPA"), by and through its
undersigned counsel, for its claims for relief agaïnst Defendants dick elark
productions , inc. ("dcp") and Red Zone Capital Partners Il, L.P. ("Red Zone
Capital") (collectwely, "Defendants ") alleges as follows:
NATURE OF THE DISPUTE
1.

For the past 67 years HFPA , a nonprofit organization dedicated to

bridging the international and entertainment communities , has hosted the Golden
Globe Awards to recognize outstanding achievements ín foreign and domestic
motion pictures and television. The intellectual property and contract rights to the
Golden Globes are HFPA's primary assets, and HFPA uses proceeds from the
Awards to fend its annual philanthropic grant program , through which it distributes
millions of dollars to support arts-related scholarships and charities, educational
film programs , and cultural preservation foundations.
2.

Since their inception ín 1944 , the Golden Globe Awards have become

one of the most watched awards programs ín the world . HFPA is the registered and
indisputably exclusive owner of federally protected intellectual property rights ín
the Golden Globe marks and Golden Globe statuette.
3.

In 1983 , HFPA engaged Díck Clark and his company, dcp, to produce

the television production of the Golden Globe Awards show and to help license the
rights to a broadcaster for telecast. The parties entered into a new agreement four
years later, and through later amendments extended that agreement to 2011,
(collectively, "the Awards Agreement "). In return for its services , dcp received a
handsome share of the revenue generated by the show.
4.

Since 2001 , ownership of dcp has changed hands twice. In 2002, ít

was acquired by Mosaic Media Group , Inc., and in 2007 by, on information and
belief, Red Zone Capital (a private equity firm owned by dcp board member Daniel
Snyder, and managed by dcp Chief Executive Officer Mark Shapiro ), Six Flags
Theme Parks, Inc., and an unidentified third .party investor. Over. the last decade,
COMPLAINT

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dcp has taken. great liberties with its accounting for revenue generated by the

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Golden G obe Awards sh^>ws. More recently, dcp has beg^^^ pursuing agreements

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to produce, create, o^ exploit digital rights, ancillary shows, sponsorships, and

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promotional campaigns, even though it lacks the rights to do so. And now, dcp has

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dropped all pretense of cooperation ^r good faith, and is attempting to assume

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çomplete control over the rights to the show.

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5.

HFPA brings this lawsuit because on October 29, 2010, dcp

surreptitiously signed a television broadcast license agreement with NBC
Entertainment ("NBC") for the Golden Globe Awards shows through 2018, without
HFPA's consent or a^^thorization. In fact, dcp did not even notify or consult with
HFPA before entering into the NBC agreement, in marked contrast with all prior
extensions of the NBC agreement. Rather, dcp proceeded ín stealth. Months
earlier, HFPA had specifically instructed dcp not to discuss television broadcast
rights with anyone unless and until HFPA and dcp were able to consumate a new
deal to extend their soon-to-expire contractual relationship. dcp assured HFPA that
it would never do such a thing, but then broke that commitment by commencing
and completing broadcast rights negotiations with NBC-all behind HFPA's back,
and all while pretending to negotiate a new contract with HFPA.
^.

dcp acts as though ít has the unilateral right to license the broadcast

rights for the Golden Globe Awards show on whatever terms it pleases, without
HFPA's knowledge or authorization. And dcp claims. that, so long as it grants the
television broadcast rights for the awards show to NBC-regardless of whether it
does so ín good faith or at market value-dcp can control the television production
and broadcast rights to the Awards in perpetuity. dcp's actions fly in the. face of
representations that its executives made to HFPA at the time the original Awards
Agreement and later amendments were negotiated and signed. dcp never bargained
for such unlimited and unchecked rights; indeed, ít strains credulity to imagine

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COMPLAINT

what dcp co^^1d have given t^ induce HFPA to ^intertninably abdicate its most
valuable asset.
7.

dcp has absolutely no right under the Awards Agreement to grant

television broadcast licenses for future Golden Globe Awards shows without
HFPA's knowledge and a^^thorization. Nor does dcp have the right to ^^nilaterally
exploit the Golden Globe-related marks, license the digital and other ancillary
rights, create promotional campaigns, or sell sponsorships. HFPA never
surrendered these rights, and dcp is now trying to steal them.
8.

dcp's motivation for this betrayal ís clear. This is a brazen attempt by

dcp not only to extend its television prod^^ction and licensing rights beyond the
terms of the parties' agreement, but to do so ín perpetuity. dcp contends that any
unilateral agreement with NBC-even one that involves licensing fees substantially
below current market rates-permits dcp to remain as HFPA's licensee and to
^^surp HFPA's control over the production and broadcast rights for future Golden
Globe Awards shows. dcp is wrong. Its agreement with NBC has no force or
effect because dcp has no broadcast rights to grant. Even íf dcp's view of its rights
were to be credited, at most it would have had options. But those options would
have been revocable, and HFPA revoked them in February 2010.
9.

Although ineffective, dcp's actions have economic consequences for

HFPA. dcp's bad-faith conduct creates uncertainty about the broadcast rights for
the Golden Globe Awards show and severely compromises HFPA's ability to
exploit its property. Until the cloud of this non-agreement, with sub-market rates,
is removed, HFPA wí11 be unable to obtain a fair market value for the production
and broadcast of the Golden Globes Awards show-its primary asset.
10. .HFPA seeks a judgment confirming the invalidity of dcp's recent
actions. HFPA also seeks injunctive relief preventing any marketing, promotion; or
other exploitation of its intellectual property and contractual rights in the Golden

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COMPLAINT

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Globe Awards show withπτιt HF:PA's permission, and asks that damages be

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awarded to redress dcp's numerous contractual breaches and bad-faith cond^^ct.

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JURISDICTION AND VENUE

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1 ^.

This Court has s^^bject matter j^^risdictío^l under the Lanham Act, 15

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U.S.C. § 112]., and the Copyright Act, 1.7 U.S.C. § 201(x), and pursuant to 28

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U.S.C. §§ 1331. and 1338. This Court has supplemental jurisdiction of Calífornia

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claims ender 28 U.S . C. § 1367(x).

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12.

Defendant dcp ís based in Los Angeles County and is subject to the

personal jurisdiction of this Court. Defendant Red Zone Capital ís based in
Virginia and is subject to the personal jurisdiction of this Court because dcp is its
alter ego, because HFPA ís informed and believes that Red Zone Capital conducts
substantial business in California, and because Red Zone Capital engaged ín
intentional wrongful conduct directed at HFPA, which it knew to be a resident of
California.
13.

Venue is proper under 28 U.S.C. § 1391 as dcp ís a resident of this

district, and has its principal place of business ín this dístríct; Red Zone Capital ís a
corporate entity subject to the personal jurisdiction of this Court, and therefore ís
deemed a resident of this judicial district ; and actions giving rise to this dispute
occurred in this judicial district.
THE PARTIES
14.

Plaintiff Hollywood Foreign Press Association ís a nonprofit

corporation organized and existing under the laws of the State of Calífornia, with its
principal place of business at 646 N . Robertson Blvd., West Hollywood, Calífornia
90069.
15.

Defendant dick dark productions , inc. ís a corporation organized and

existing. under the laws of the State of Delaware , with its principal place of business
at 2900 Olympic Blvd., Santa Monica, California 90404.

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coØτ,aτ^^^

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1(i.

Defendant Red Zone Capital Partners II, L.P. is a limited partnership

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organized and ex^istíng ^^^^der the laws of the state of Delaware, with its principal

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place of business at 1.800 Tysons Bo^^levard, Suite 500, McLean, Vírg^^ia, 22102.

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1.7.

Since acquiring a controlling majority ownership interest in dcp in

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2007, Red Zane Capital has abused the corporate form and exphited dcp for its

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own gain. HFPA is informed and believes that: Red Zone Capital employees direct

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and perform important fi^nctíons at dcp; Red Zone Capital and dcp operations are

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conducted out of the same offices in both Santa Monica, California and McLean,
Virginia; employees do not distinguish between Red Zone Capital and dcp in
performing work related to major awards show event management, digital and
marketing strategy, and licensing; the managing members and directors of Red
Zone Capital are also directors and officers of dcp, and Red Zone Capital has
knowingly abused this overlap to HFPA's detriment; Red Zone Capital caused dcp
to put ^^p an intellectual property library that includes all of the copyrights to the
Golden Globe Awards shows and Pre-Shows as security to obtain a $165 .million
high-interest short-term loan, which wí11 be used not to invest ín dcp, but to repay
dcp's already-existing $51 million bank loans and to obtain for Red Zone Capital a
$90 million distribution. HFPA ís further informed and believes that dcp wí11 be
unable to answer for any judgment in favor of HFPA against dcp, ín part because of
the debt that Red Zone Capital has directed dcp to assume in order to benefit Red
Zone Capital. In sum, a unity of interest and ownership exists between Red Zone
Capital and dcp such that Red Zone Capital has relegated dcp to the status of a mere
instrumentality and conduit for Red Zone Capital, and is manipulating its control to
drain dcp of its assets. Red Zone Capital ís abusing dcp's corporate form to its own
benefit and to HFPA's detriment, and unless dcp's acts are treated as those of Red
Zone Capital's, an inequitable outcome will befall HFPA.
18.

The identities and capacities of Defendants. Does 1 to 10 are unknown

to Plaintiff. Plaintiff therefore sues these defendants by fictitious names. As to all
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COMPLAINT

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defendants seed by fictitious names, Plaintiff will provide notice of this complaint

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and their treeidentities a^^d capacities when ascertained. Plaintiff is informed and

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believes, and based thereon alleges, that Does 1 to 1.0 are, and at all relevant times

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were, other corporate or business entities, agents, successors in interest, assigns,

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representatives, principals and/or employees of dcp aid Red Zone Capital or its

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affiliates and are responsible for the acts and omissions res^^ltíng in the causes of

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action alleged ín this complaint . Plaintiff ís f^^rther informed and believes, and

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based thereon alleges, that each defendant was the agent , employee, servant, partner
and/or co-conspirator of each of the other defendants and/or ís in some other
manner legally liable for the conduct and damages at íss^^e ín this action and was
acting within the course and scope of one or more of such relationships and with the
direct or implied knowledge , consent and/or ratification of each of the other
defendants.
THE HOLLYWOOD FOREIGN PRESS AND
THE GOLDEN GLOBE AWARDS
1.9.

Founded during World War II , HFPA was originally comprised of a

handful of Los Angeles -based overseas journalists seeking to connect the
international community with Hollywood and hoping to provide a welcome
distraction from the hardships of war through film. Nearly seven decades later,
HFPA members today represent some of the world ' s most respected publications in
55 countries , with a combined readership of 250 million people. Each year HFPA
members view more than 300 films and interview over 400 actors , directors , writers
and producers . The organization ' s first awards presentation for distinguished
achievements ín the film industry was held ín early 1944 with an informal
ceremony at 20th Century Fox. The next year , the now-famous globe statuette was
adopted, and ín early 1945 the first official Golden Globe Awards presentation was
held at the Beverly Hills Hotel

COØLAINT

20.

^FPA holds multiple federally registered trademarks and service

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marks in the Golden Globe name (United States Patent & Trademark Registration

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Nos. 2,424,703; 2,422,897; and 2,381,1.45), as well as the HFPA name printed on a

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design of the Golden Globe statuette ( United States Patent & Trademark

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Registration Nos. 2,427,833 and 2,427,955). Those trademarks and service marks

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are valid and enforceable . In addítíon, the Golden Globe stat^^ette ís the

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copyrighted property of HFPA. HFPA also owns several Internet domain names

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incorporating its marks, including www. *^^, ^1
^ c{e^l^x^[obeawards. ε^rg. (Copies of these
s

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trademark and service mark registrations are attached hereto as Exhibit A.)

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21.

HFPA uses proceeds from the Golden Globe Awards to achieve two of

its organizational missions: (1) contributing to other nonprofit organizations
connected with the entertainment industry through educational , cultural, and
humanitarian activities; and (2) promoting interest in the study of the arts through
schólarships to major learning institutions . HFPA donates millions of dollars ín
fellowships and grants to, among other things, help film st^^dents complete their
thesis projects, fund educational and health videos for residents of .Kenyan refugee
camps, and provide feature films to entertain hospitalized children.
THE AGREEMENTS WITH DCP
22.

In 1983 , HFPA entered into an agreement granting dcp the exclusive

rights to produce and license a live television broadcast of the 40th Golden Globe
Awards . The parties agreed that dcp would pay HFPA 50% of the net profits ít
derived from the rights granted under the agreement . In addítíon, HFPA granted
dcp four (4) consecutive and exclusive options to acquire from HFPA the same
television production and exploitation rights for the 1984, 1985, 1986, and 1987
Golden Globe Awards. dcp licensed the television broadcast rights to Turner
Broadcasting System ("TBS'') in 1983.
23.

In 1987, dcp drafted a new agreement to replace the 1983 contract

between ít and HFPA (the "1987 Awards Agreement"). (A copy of the 1987
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COMPLAINT

Awards Agreement ís attached as Exhibit B.) The .1987 Awards Agreement granted
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dcp five (5) consec^^tíve and exclusive optí^ns to acquire the rights to produce a

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live televísíon broadcast of and to produce o^ tape or film the Golden Globe

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Awards presentations for 1.988, 1989, 1990, 1991, and 1992, and to exploit s^^ch

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live televísíon, tape, or film pr^d^^ctions. dcp, ín turn, agreed that it would attempt

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in good faith to arrange for the Golden Globe Awards show to be licensed for live,

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syndicated, or network domestic television broadcast. A central objective and

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common purpose of the 1987 Awards Agreement was to maximize the revenue
each party wo^^ld receive through the broadcast and exploitation of the televised
Awards show. The parties recognized that obtaining the highest broadcast license
fee possible for the Awards show telecast was critical to achieving that objective
and purpose. As under the 1983 contract, the 1987 Awards Agreement required
dcp to pay HFPA 50% of the net profits it derived from the rights granted under the
agreement; required each party to bear certain costs related to the event and
television production; allowed HFPA to maintain creative control over the
presentation and certain elements of the television production; and provided for
HFPA and dcp sharing a joint copyright interest ín the produced televísíon
programs. In 1989, HFPA and dcp amended their agreement to grant dcp five (5)
additional options (for the years 1993 through 1997).
24.

The rights granted to dcp under the 1987 Awards Agreement did not

include the right to produce or license a digital internet stream of the Awards show,
and. did not cover any ancillary pre- orpost-Awards shows, promotional campaigns
surrounding the Awards show, or sponsorship opportunities. Nor did the contract
grant dcp the right to use HFPA's trademarks and service marks for anything
beyond advertising and publicity for the live televísíon, tape, or film prod^^ctíons of
the Awards. And even then, the 1987 Awards Agreement required dcp to obtain
HFPA's prior approval before issuing any publicity relating to the Awards.

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COØLAINT

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25.

The GOldel^ Globe Awards grew in p^pularty while On TBS in the

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1980s and early 1990x, and ^^n April 8, 1993, hTFPA met with dcp and a^^thorized it

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to proceed w^tl1 negotiations for the purpose of obtaining a multi-year broadcasting

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agreement with. NBC for the Golden Globe Awards. At that meeting, dcp had

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asked HFPA. t^ extend its relationship with dcp, which was ending in 1997. HFPA

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stated that any additional options to produce a television broadcast and license the

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show would be dependant on dcp negotiating and securing a firm broadcast

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licensing commitment from NBC.

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26.

On September 22, 1993, dcp representatives attended HFPA's general

membership meeting. During that meeting, Dick Clark, Francis La Maina, and
Gene Weed of dcp described an opportunity to move the television broadcast from
TBS to the NBC. The dcp team stated that NBC wanted to enter into a multi-year
broadcasting license ender which it would broadcast the awards show starting ín
1996 thro^^gh 1.999, with options through 2005.
27.

At that same meeting, dcp representatives proposed an amendment to

the 1987 Awards Agreement that would provide dcp with the necessary additional
options to produce and license the Golden Globe Awards television broadcasts for
the duration of the proposed NBC broadcast license. HFPA members asked how
long ít would be potentially extending its agreement with dcp under such an
arrangement. The dcp representatives stated that the amendment to the 1987
Awards Agreement would be finite, and that once NBC's broadcasts began in 1996
ít would be effective for no longer than 10 years.
28.

HFPA's general membership and board of directors understood that

dcp was seeking through this amendment a finite number of additional options to
conform to the proposed broadcast license that dcp was negotiating with NBC, and
that in no event was HFPA making a commitment to either dcp or NBC beyond
2005.

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COMPLAINT

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29.

O^ ii^formation^and belief, dcp was fully aware of HFPA's

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^^nderstanding of the proposed amendment to the 19$7 Awards Agreement. To the

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extent that any dcp representative understood the proposed amendment would

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afford dcp unilateral options to license the television broadcast rights for the

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Golden Globe Awards show to NBC in perpet^^íty and to remaln as prod^^cer ín

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perpetuity ender the same terms, that ιιnderstanding was never disclosed to HFPA.

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Nor would it have made any sense for HFPA to grant óptions to dcp^n perpetuity:
such an arrangement would have been unheard of ín the television industry.
30.

Based on the interactions and discussions between the parties, dcp was

well aware of HFPA's ιιnderstanding of the 1993 Amendment. On information and
belief, dcp ^^nderstood the 1993 Agreement to have the same meaning as HFPA at
the time of contracting. Indeed, dcp executives Gene Weed and Francis La Malna
told HFPA that dcp had always and would always come to HFPA for prior approval
before negotiating towards a broadcast license of the Awards show telecast, or any
other like efforts.
31.

Based on its understanding of the proposed terms of the broadcast

license agreement with NBC, and of the amendment to the 1987 Awards
Agreement, HFPA approved proceeding with both the extension of dcp's options as
licensee and with the NBC broadcast license pursuant to the proposed amendment
to the 1987 Awards Agreement (hereafter referred to as the "1993 Amendment").
(A copy of the 1.993 Amendment is attached as Exhibit C.) Specifically, HFPA
approved the 1993 Amendment and the NBC broadcast agreement with the
understanding-based on dcp's representations-that HFPA's prior informed
approval would be required for: (1) any extension, renewal, substitution, or
modification of the broadcast license with NBC; and (2) any further options for dcp
to remain as producer of the television program and licensee of the television
.broadcast rights for the Awards show.

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COMPLAINT

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^2.

[n 199, the parties negotiated a new-expired contract under which

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^FPA granted dcp the right to "produce, dístrib^^te, promote, advertise and exploit"

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a one-hoer pre-awards show (the "Pre-Show") to be telecast by NBC on the same

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day as a lead-in to the 2000 Awards, which was to feat^^re "the arrival of

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celebrities" and "pre-taped segments about dinner menus, gift packages, pressroom.

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interviews in prior years, planning of parties, [and] scenes of celebrities entering

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(but not inside) the ballroom ." (A copy of the 1999 Pre-Show Agreement is

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attached as Exhibit D.) HFPA also granted dcp one option to produce the 2001 PreShow , and the parties amended the Pre-Show Agreement in 2001 and again in 2003
for HFPA to grant dcp options to produce the Pre-Show ín.2002 through 2006. The
Pre-Show Agreement has since expired.
33.

In 2001, NBC expressed interest in broadcasting the Golden Globe

Awards through 2011. In the spring of 2001, representatives of dcp once again
made a presentation to HFPA about extending the NBC broadcast license
agreement and granting to dcp further options to produce and license the television
broadcast of the Awards show. HFPA decided ín favor of both extending the
broadcast license and granting to dcp further options. Thereafter , the NBC
broadcast license was amended to extend through the 2011 Golden Globe Awards
show telecast, and dcp exercised the options that would allow ít to remain involved
through the January 2011 Golden Globe Awards show.
DCP ATTEMPTS TO ASSUME CONTROL OVER THE GLOBES
34.

On information and belief, in 2002, Díck Clark sold his majority stake

in dcp to a group of investors led by Mosaic Media Group , Inc., and ín 2007, Red
Zone Capital (one of several similarly named private equity companies owned and
operated by Daniel Snyder), along with Síx Flags, Inc., purchased dcp for $175
million. Síx Flags represented in its 2009 bankruptcy disclosure filings that an
unidentified third -party investor purchased approximately 2.0% of dcp from Síx
Flags and Red Zone Capital in late 2007. (On information and belief , Red Zone
I1

COMPLAINT

LLC had acduïred c^:^^ntrol of Six Flags in 2005 thro^^gh a successful proxy entest.
Snyder and Schar owned Red Zone LLC, and Mark Shapiro was Red Zone :EEC's
CEO. After Red Zone LLC's acquísíti^n of control over Síx Flags, Snyder and
Dwight Schar became directors and Mark Shapiro became CEO. Síx Flags filed for
Chapter 11 bankruptcy in 2009.) HFPA ís informed and believes that Red Zone
Capital now holds the controlling majority interest in dcp, that Snyder and Schar
are managing members of Red Zone Capital and directors of dcp, and that Snyder
and Schar installed Shapiro as Director and Executive Více Chairman of dcp.
35.

Unbeknownst to HFPA, dcp and its new corporate parents have been

systematically attempting both to assert proprietary interests in the Golden Globe
Awards shows, and to encumber the rights to those shows ín return for financial
benefit that ís not being reported to, or shared with, HFPA. HFPA is informed and
believes that dcp has repeatedly represented to third parties that ít owns the rights to
the Golden Globe Awards show and that ít has the unilateral ability to grant all or
pieces of those rights without the involvement or consent of HFPA.
36.

For example, HFPA recently hired dígítal consultants. to negotiate with

third parties with respect to the digital rights surrounding the Golden Globe
Awards. dcp has no license from HFPA for digital rights. HFPA's digital
consultants had commenced discussions with senior employees at Facebook
regarding an online component to complement the live telecast of the Awards show.
On information and belief, Facebook was eager to have involvement with HFPA
and the Golden Globe Awards, and invited HFPA's consultants to meet ín Los
Angeles.
37.

On information and belief, dcp was aware of HFPA's interest in

forming a business relationship with Facebook, and expressly and knowingly
prevented HFPA and Facebook executives from meeting by telling Facebook that
dcp owns all dígítal rights associated with the Golden Globe Awards-even though
dcp had never been granted such rights by HFPA.
12

co^Pτ,aτιv^

38.

HFPA is informed and believes that Facebook terminated its

discussions with HFPA under the mistaken belief-created by dcp's
misrepresentations-that dep had the exch^sive authority to license Golden Globe
digital rights to Facebook.
39.

Further, HFPA ís ;informed and believes that several other companies

are now. involved in dep's supposed digital plans, and that dcp falsely ;informed
those companies that it owns or otherwise controls digital rights related to the
Golden Globe Awards show.
40.

After Snyder, Schar, and Shapiro took control of Six Flags and dcp,

Six Flags made public statements about its supposed rights to leverage the Golden
Globe Awards show. Ina 2009 bankruptcy filings, Six Flags stated that it
"leveraged the dcp library, which includes the Golden Globe Awards ... to provide
additional product offerings in its parks" and that ít "believes that its investment ín
dcp provides it with additional sponsorship and promotional opportunities." And
HFPA recently discovered that dcp claimed for itself copyright ownership over the
2007 and 2009 Pre-Shows, even though HFPA is a rightful co-owner of those
copyrights.
41.

At the same time, dcp has claimed questionable items as production

costs, has sold sponsorships without telling HFPA or sharing the revenue, and has
neglected to provide regular accounting statements as required under the Awards
Agreement. For example, HFPA discovered after the 2010 Golden Globe Awards
that dcp secretly entered into a verbal $200,000 promotional deal with a corporate
third party whose representatives believed HFPA had been informed of the deal.
But dcp did not inform HFPA of the agreement, and accounted to HFPA for the
revenue only after HFPA discovered what had happened from the corporate third
.party and confronted dep.
42.

By 2010, the Golden Globe Awards-which ís HFPA's primary asset

and the revenue source for its philanthropic grants-had become one of the most
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COMPLAINT

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pop^^lar, most watched, and most recognized film and television awards programs

2

í^^ the world. Although the Awards Agreement only required HFPA to negotiate

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with dcp after the agreement's expiration (following the 2011. Golden Globe

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Awards show), ^FPA representatives broached with dcp in early 2010 the

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possibility of begin^líng such talks early ín order to give the parties additional time

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to discuss their relationship.

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43.

On Febr^^ary 8, 2010, Philip Berk (President of HFPA) sent dcp's

Mark Shapiro an email stating that the 2011 Golden Globe Awards show was the
"last show" under the existing agreement between HFPA and dcp, and offering to
"begin exploring the nature of our relationship after the January 2011 Globes."
1VIr. ,Berk noted that entering into discussions early may "provide us with the
necessary time to sec^^re the best possible licensing deal." Mr. Berk was clear that
dcp had no right to license any further Golden Globe Awards show beyond the
2011 show, and should not pursue any broadcast license involving the Awards
show "until we agree upon the nature of any such future relationship." Thus,
Mr. Berk emphasized that "I want to ensure that dcp does not seek or agree to any
subsequent broadcast licensing agreement with NBC (or anyone else, for that
matter) as dcp's options obviously also expire with that last broadcast ín January
2011."
44.

The following day, Mr. Shapiro responded to Mr. Berk by email,

agreeing to early discussions between dcp and HFPA. Mr. Shapiro noted that there
was "no need to remind me or ask me not to seek a new license agreement for the
property. I would never make a move on a network renewal or new home without
your involvement."
45.

Over the months that followed, HFPA and dcp representatives entered

into substantial negotiations over a new agreement that would allow dcp to remain
involved ín the Golden Globe Awards show after the 2011 broadcast. The parties
and counsel had multiple in-person discussions, telephone conversations, and email
14

COØLAINT

exchanges, and made proposals fir terms of a new agreement between HFPA and
dcp.
4^.

Joseph Calabrese (outside dunsel and lead negotiator for HFPA) met

wáth Shapiro ín person on July 14, and spoke again on July 29 aid August 7. On
A^^gust 1.3, 2010, Calabrese sent a letter to Shapiro once again noting that the
existing Awards Agreement between HFPA and dcp would shortly be expiring, and
that witho^^t a new agreement dcp's involvement with the Golden Globe Awards
show come to an end. Calabrese stated: "HFPA would very much like to make a
new deal with dcp to ens^^re its continued involvement with the Golden Globe
Awards show after 2011.. At this point, dcp has the right to be involved with only
one remainïng main Awards show .... I appreciate the fact that dcp would like to
continue on the same terms as they understand were originally agreed over 13 years
ago, but those terms wí11 be expiring soon and are not acceptable to HFPA."
47.

That same day, HFPA sent dcp proposed terms for a new agreement.

Shapiro called Calabrese on August 16 to discuss moving forward with talks, and
on Aug^^st 19 Shapiro assured Calabrese that dcp wanted to schedule meetings ín
early September in order to close a deal between dcp and HFPA by September 30.
On September 8, Calabrese again met with dcp to negotiate terms of the new
agreement. HFPA and dcp continued to negotiate into late September, and on
September 27 they again discussed the potential deal. Shapiro told HFPA he
needed to discuss the matter with his board of directors. Believing that they were
close to reaching a new deal with dcp, HFPA waited for dcp to respond with an
acceptance or counter-proposals, following up with dcp twice to inquire as to the
status of dcp's response, the last time on October 21. The response HFPA was
waiting for never arrived.
48.

Instead, on October 29, 2010, dcp sent Berk a letter informing HFPA

that dcp had executed an agreement with NBC that same day under which dcp
purported to grant NBC a license for the exclusive broadcast rights to the Golden
1S

COMPLAINT

Globe Awards through 201$. dcp also sent HFPA a ^^otice, attached hereto as
Éxh^^bít E, that dcp was now attempting to exercise the seven options it wo^^ld have
needed ín order enter ínt^ that agreement-----options dcp never had^n the first place,
options that dcp never bargained for, and (to the extent they ever existed) options
that were revocable and had been unequv^cally revoked through HFPA's February
8, 2010 and A^^gust :13, 2010 letters as well as other statements. In short, dcp
granted NBC a broadcasting license for rights that were not dcp's to grant.
4^.

dcp's announcement of this purported broadcast agreement and its

purported exercise of non-existent options blindsíded HFPA. HFPA had not
authorized dcp to negotiate over the broadcast rights for any further Golden Globe
Awards shows. In fact, quite the apposite. HFPA had explicitly informed dcp that
ít was not empowered to even discuss the broadcast rights with any third parties.
Nor did HFPA offer dcp any further options to extend its role in producing the
television broadcast of the Golden Globes Award show. Once again, the opposite
was true: HFPA had made clear that its relationship with dcp was coming to an end
ín January 2011 absent the parties reaching a new agreement.
50.

dcp's attempt ín October 2010 to unilaterally license the television

broadcast rights to NBC, and on that basis to attempt exercising options to extend
its agreement with HFPA, was the first time ín the parties' history that dcp had
taken actual and affirmative steps inconsistent with HFPA's understanding that dcp
needed its consent before entering into any license agreement for the Golden Globe
Awards show broadcast rights.
51.

dcp followed a similar pattern with respect to the Pre-Show

Agreement. HFPA repeatedly informed dcp that the Pre-Show Agreement had
expired, and the parties engaged ín what HFPA believed were good faith
negotiations to enter into a new agreement. All the while,.. dcp was misleading
HFPA, ánd instead attempted to arrogate HFPA's rights for itself.

16

COØLAINT

52.

On information and belief, the license fees that dcp accepted from

NBC are well below market rates. HFPA is informed and believes that dcp entered
into the agreement with NBC in the belief that dcp would be able to secure for itself
a continuing role as HFPA's licensee, at the expense of acquiring market-level
license fees fir the broadcast rights and t^ HFPA's detriment.
_53.

The timing was not a coincidence. On information and belief, Red

Zone Capital has been q^^íetly seeking buyers for dcp. At the same time, on
information and belief, dcp recently said $165 million of senior secured first-lien
notes in the 144a private placement market to Banc of America Securities LLC and
SunTrust Robinson Humphrey, Inc. HFPA is informed and believes that the
notes-commonly known as junk bonds-are due to be repaid ín 2015. HFPA ís
informed and believes that dcp secured this money by placing the first-tier lien on a
copyright library that íncl^^des all of the Golden Globe Awards shows and PreShows. No one from dcp or Dick Clark Fílm Group informed HFPA that its
copyright interests were being pledged, nor was HFPA's consent obtained. Reuters
recently reported that dcp will be using the $165 million that ít borrowed and that ít
must repay in just five years "to repay about $51 million ín bank loans and fund a
$90 million distribution to the company's parent"-Red Zone Capital.
FIRST CLAIM FOR RELIEF
(Trademark Infringement under 15 U.S.C. § 1114)
54.

Plaintiff realleges and incorporates herein by reference, each and every

allegation contained in paragraphs 1 through 53, inclusive, of the complaint as
though set forth at length.
55.

HFPA is the sole owner of multiple federally registered trademarks

and service marks in the Golden Globe name (PTO Registration Nos. 2424703,
2422897, 2381145), as well as the HFPA name printed on a design of the Golden
Globe statuette (PTO Registration Nos. 2427833, 2427955). HFPA also owns

17

COMPLAINT

several Internet domain names i^ncorporatíng its trade and service i7larks, inch^dúig
ww ç^icle^a^wic^beaw^^rcls.or0.^.
5^.

dcp has used HFPA's trademarks and service marks in commerce,

without HFPA's knowledge or a^^thorízatíon. Among other things, on September
^^, 2010, dcp entered into an agreement with NBC purporting t^ license the right to
broadcast the 2012 to 201.8 Golden Globe Awards shows throughout the United
States. dcp ís capitalizing, to its great financial benefit, on the fame and goodwill ín
HFPA's marks, without HFPA's permission or approval. dcp has the right to use
HFPA's marks only in connection with the Golden Globes Awards .shows through
the 2011 show. It has no right to license the ^^se of those marks ín connection with
fut^^re shows.
57.

In addition, the agreement between dcp and NBC is predicated on, and

expressly anticipates, dcp further infringing HFPA's marks and dcp causing NBC
to infringe the marks. The agreement was made for the express purpose of
imminently exploiting plaintiff's registered marks ín interstate commerce by
marketing, advertising, producing, and broadcasting the 2012 Golden Globe
Awards show (as well as shows ín later years). On ínformatíon and belief, those
efforts ín connection with the 2012 Awards show have already begun, and further
efforts will commence shortly.
58.

On ínformatíon and belief, dcp has also generally claimed to third

parties to have the excl^^síve right to license, and empower others to make
commercial use of, HFPA's Golden Globe-related marks. For example, on
ínformatíon and belief, dcp falsely represented to Facebook that dcp owned all
digital rights associated with the Golden Globe Awards and that ít had exclusive
authority to license those rights. dcp made these false representations even though
HFPA never granted dcp any authority, let alone exclusive authority, to license
such rights.

18

COØLAINT

59.

Defendants' ^u^authurized use of HFFA's marks has already caused

and is likely to continue to cause conf^^síon, mistake, and decéption.
60.

Defendants acted willfully, wïth the intent to trade upon the goodwill

and rep^^tation of HFPA aid the Golden Globe Awards show, and with the intent to
ca^^se confusion, t^ cause mistake, or to deceive.
^l .

On information and belief, .Red Zone Capital was aware of dcp's

actions, and dcp was acting at Red Zone Capital's direction and under its control.
62.

Defendants' acts, as alleged above, have caused damage and

irreparable injury to HFPA in an amount to be determined at trial. By making
unauthorized ^^se of HFPA's marks and creating uncertainty and confusion about
the broadcast rights for the Golden Globe Awards show, dcp has, among other
things, severely compromised HFPA's ability to exploit its rights in the Golden
Globes. While the cloud of uncertainty hovers, HFPA cannot effectively make any
effort to seek fair market rates for the production and broadcast of the Awards
show. Any other potentïal broadcaster would be "buying a lawsuit." Defendants'
acts wí11 result ín further damage and irreparable injury to HFPA if Defendants are
not restrained by this Court from further violation of HFPA's rights, for which
HFPA has no adequate remedy at law.
63.

As a result of the harm suffered as alleged herein, HFPA is entitled to

all of the remedies available ender the Lanham Act, including actual damages, an
accounting of Defendants' profits, treble damages, costs and attorneys' fees.
SECOND CLAIM FOR RELIEF
(False Association under 15 U.S.C. § 1125)
64.

Plaintiff realleges and incorporates herein by reference, each and every

allegation contained in paragraphs 1 through 63, inclusive, of the complaint as
though set forth at length.
65.

dcp has unilaterally attempted to license the right to broadcast the

Golden Globe Awards shows for 2012 through 2018, and ís purporting to empower
19

COØLAINT

NBC to ^^se HFPA's Gylden Globe-related marks to market and advertise the
Awards shows, and then t^^^ broadcast the ^^niq^^e Golden Globe Awards shows
^^sing HFPA's Golden Globe-related marks. On ínformation and belief, dcp has
also generally claimed to third parties to have the right to license and empower
others (for example, Facebook) to make commercial use of HFPA's Golden Globerelated marks. These acts, among others, constit^^te a false association, a false
designation of origin, and a false description or representation of goods aid
services, tending wrongfully and falsely to describe or represent a connection
between both dcp and its purported licensees, on the one hand, and HFPA and the
Golden Glóbe Awards show, on the other hand. By these acts, Defendants have
infringed HFPA's marks ín violation of 15 U.S.C. § 1125(a).
66.

The impressions of affiliation created by Defendants' use of Plaintiffs'

marks are false. This false impression of association has created and will continue
to create confusion as to the continued connection between both dcp and its
purported licensees, on the one hand, and HFPA and the Golden Globe Awards
show, on the other hand.
67.

HFPA ís informed and believes, and on that basis alleges, that

Defendants acted willfully, with the intent to trade upon the goodwill and
reputation of HFPA and the Golden Globe Awards show, and with the intent to
cause confusion, to cause mistake, or to deceive.
68.

On ínformation and belief, Red Zone Capital was aware of dcp's

actions, and dcp was acting at Red Zone Capital's direction and under its control.
69.

HFPA has suffered, and wí11 continue to suffer, irreparable damage to

its business, reputation, and goodwill resulting from the confusion of potential
licensees and the general public regarding the continued association between both
dcp and NBC, on the one hand, and HFPA and the Golden Globe Awards show, on
the other hand. As a result, HFPA is entitled to injunctive relief preventing dcp
from creating a false impression of association between both dcp and its purported
20

coØτ.aτιv^

licensees, on the one hand, and HFPA and the Golden. Globe Awards show, on the
2
3

other hand.
70.

As a res^^lt of the harm s^rffered as alleged herein , ^FPA ís alsy

4

entitled to all of the other remedies available ender the Lanham Act, including

5

actual damages , an accounting of Defendants ' profits, treble damages, and costs

6

and attorneys' fees.

7

THIRD CLAIM FOR RELIEF

8

(Declaration of Copyright Co-Ownership)
71.

Plaintiff realleges aid incorporates herein by reference, each and every

allegation contained ín paragraphs 1 through 70, inclusive, of the complaint as
though set forth at length.
72.

An actual controversy has arisen and now exists between HFPA, on

the one hand, and Defendants, on the other hand, relating to their respective rights
regarding ownership of the 1990, 1993, 1998, and 1999 Golden Globe Awards, and
the 2003, 2004, 2005, 2006, 2007 and 2009 Pre-Shows. HFPA contends:
a)

The 1990, 1993, 1998, and 1999 Golden Globe Awards, as well
as the 2003, 2004, 2005, 2006, 2007 and 2009 Pre-Show
productions, are copyríghtable as motion pictures ór other
audiovisual works. The agreements between HFPA and dcp
contemplate that HFPA and dcp are co-authors of the Awards
shows and Pre-Shows. HFPA made substantial and valuable
contributions to these works by exercising creative control and
input over the Awards presentations, script content, the identity
of presenters and performers appearing on the Golden Globe
Awards show, as well as the Pre-Show set decoration, and
casting of the Pre-Show hosts. HFPA and dcp intended that
their respective contributions to the 1990, 1993, 1998, and 1999
Golden Globe Awards, as wellas the 2003, 2004, 2005, 2006,
21

COMPLAINT

2007 and 2009 :Pre-Shows, would be merged into inseparable ^r
interdependent parts of a unitary whole. Accordingly, each of
these motion pictures constitute a "joint work" within the
meaning of 17 U.S.C. § 101 and, p^^rs^^ant to 17 U.S.C. § 201(a),
_5

HFPA and dcp are co-owners of the copyright in each of them..

6

b)

dcp listed itself as the sole copyright claimant to the above-

7

mentioned works ín violation of HFPA's rights as the owner of a

8

joint work. Upon information and belief, dcp has derived, and
wí11 continue to derive, substantial revenues from the use of the
1990, 1993, 1998, and 1999 Golden Globe Awards, and the
2003, 2004, 2005, 2006, 2007 and 2009 Pre-Shows.
c)

As a co-owner of these Awards shows and Pre-Shows, HFPA is
entitled, ender 17 U.S.C. § 201(a), and to a full and proper
accounting with respect to revenue derived from the shows, and
to half of all profits attributable to them.

73.

HFPA is informed and believes, based on dep's willful failure to

disclose HFPA's status as co-owner of these works to thé Copyright Office and
dep's purported transfer of its rights ín the above-mentioned works to obtain $165
million by selling senior secured first-lie notes in the 144a private placement
market to Banc of America Securities LLC and SunTrust Robinson Humphrey,
Inc., that dcp disputes these contentions and contends to the contrary.
74.

Plaintiff desires a judicial determination of its rights under the

Copyright Act of 1976, and a declaration that its contentions, as set forth above, are
correct. Such a declaration is necessary and appropriate in order to set at rest the
respective rights and obligations of the parties and to avoid a multiplicity of actions.

22

COØLAINT

1

FOURTH CLAIM FOR RELIEF
(Breach of Contract)

3

7.5.

Plaintiff realleges and incorporates herein by reference, each and every

allegation contained ín paragraphs 1 through 74, inclusive, of the complaint as
though set forth at length.
76.

As described above, HFPA and dcp entered into the valid, binding

Awards Agreement in 1987, as amended in 1989 and 1993, that expires in January
2011.
77.

Plaintiff has fully performed all obligations required of ít under the

Awards Agreement, except for those obligations waived, excused or prevented by
dcp.
78.

Defendants have materially breached the provisions of the Awards

Agreement by, among other things:
a)

p^^rsuing agreements to produce, create, or exploit digital ínternet
streams of the Awards show, ancillary shows, promotional
campaigns surrounding the Awards show, and sponsorship
campaigns, and by otherwise trading on the Golden Globe
Awards without HFPA's knowledge and consent, ín violation of,
inter alfa, the limited grant of rights to dcp under Section 1 of the
1987 Awards Agreement (which includes only the right to
produce a live televísíon broadcast of, and to produce on tape or
film, the Golden Globe Awards, and to exploit such recorded
televísíon broadcast, tape, or film productions), and the
requirement that dcp not interfere with HFPA's rights pursuant to
Section 18 of the 1987 Awards Agreement;

b)

unilaterally atternptíng to sell rights to the Golden Globe Awards
show that ít did not own, without HFPA's knowledge or consent;

23

COMPLAINT

c)

encumbering ^r transferring HFPA's copyright interests in the

2

1990, 1993, 1998, and 1999 Golden Globe Awards without

3

HFPA's kr^^wledge or consent;

4

failing to ca^^se HFPA to be listed as a proper copyright claimant

5

and co-owner of the 1990, 1.993, 1998, and 1999 Golden Globe

6

Awards, as req^^ired ^by Section 7 of the 19$7 Awards

7

Agreement;

8

e)

entering into at least one sponsorship agreement (with a
corporate third party) without HFPA's knowledge or consent and
thereafter failing to properly account for HFPA with written
documentation thereof, ín violation of, inter alfa, Section 1 of the
Awards Agreement's limited grant of rights, and Section 3's
req^^irement that dcp account to HFPA for all profits;

1)

taking impermissible deductions of expenses as production costs
ín violation of, inter alia, Section 3 of the 1987 Award .
Agreement's requirement for accounting to HFPA;

g)

improperly apportioning licensing fees when selling the Awards
show as part of a "package" with dcp's other, less popular, shows
in violation of, inter alia, Section 3 of the 1987 Award
Agreement's requirement for accounting to HFPA; and

h)

failing to disclosé and pay the full compensation owed to HFPA
by virtue of any licenses granted to Síx Flags or any other
entities, in violation of, inter alfa, Section 3 of the 1987 Award
Agreement requirement that dcp account to HFPA for all profits.

79.

On information and belief, Red Zone Capital .was aware of dcp's

actions, and dcp was acting at Red Zone Capital's direction and under its control.

24

co^PLa^v^

1

80.

As a direct and proximate result of the foregoing and other breaches ^f

2

the Awards Agreement, Plaintiff has been damaged in an amount to be determined

3

at trial.

4

FIFTH CLAIM FOR RELIEF

5

(Declaratory Reliefl

6

8l .

Plaintiff realleges and incorporate herein by reference, each and every

7

allegation contained in paragraphs 1 thro^^gh 80, inch^síve, of the complaint as

8

tho^^gh set forth at length.
82.

An actual controversy has arisen, and now exists, between Plaintiff

and Defendants concerning their respective rights and duties under the Awards
Agreement. HFPA contends:
a)

dcp had no right to enter into a broadcast lícense agreement with
NBC (or any other broadcaster) for the right to telecast the
Golden Globe Awards show for any years after 2011, without
HFPA's express knowledge and consent. Therefore, dcp's
agreement with NBC, executed on October 29, 2010, purporting
to lícense the right to telecast the 2012 through 2018 Golden
Globes Awards shows is invalid and ineffective.

b)

dcp's exercise in October 201.0 of purported options to extend its
agreement with HFPA beyond 2011 was not valid or effective.
HFPA did not grant dcp such options, and dcp never bargained
for such options. To the extent that such options existed, they
were revocable based on lack of additional consíderatíon and
were revoked by HFPA on Febr^^ary 8, 2010-prior to dcp
attempting to exercise them or even attempt to provide any
consíderatíon to merit them. Moreover, after HFPA made clear
that no options existed for dcp to exercise, dcp agreed to enter
into negotiations over a new agreement with HFPA.

25

COØLAINT

c)

The 1993 Amendment dues not permit dcp to extend, renew,
substitute, or modify the broadcast license agreement wïth NBC
without HFPA's prig knowledge and approval.

d)

The Awards Agreement---inch^ding without limitation, the first
paragraph of Section. 1 of the 19$7 Awards Agreement-does
not grant dcp the right to prod^^ce, create, or exploit digital
i^^ternet streams of the Awards show, ancillary shows,
promotional campaigns surro^^nding the Awards show, and
sponsorship campaigns.

e)

The Pre-Show Agreement has expired, and has no further force
and effect.

83.

Based on statements made by dcp's representatives, and on dcp's

actions as described above, HFPA is informed and believes, and based thereon
alleges, that dcp disp^^tes these contentions and contends to the contrary.
84.

HFPA desires a judicial determination of its and dcp's respective

rights and duties under the Awards Agreement, a judícíal determination of the
parties' rights and duties under the Pre-Show Agreement, and a declaration that
HFPA's contentions, as set forth above, are correct.
85.

Such a judícíal declaration is necessary and appropriate at this time

under the circumstances in order to set at rest the respective rights and obligations
of the parties and to avoid a multiplicity of actions. At present, the parties cannot
agree on their respective rights and duties, creating a financial burden and
uncertainty regarding future Golden Globe Awards shows.

26

COMPLAINT

SIXTH CLAIM FOR RELIEF
(Actío^ For an Accounting)
86.

Plaintiff realleges and incorporate herein by reference, each and every

allegation contained^n paragraphs 1 through 85, inclusive, of the complaint as
tho^^gh set forth at length.
87.

Under the Awards Agreement, HFPA ís entitled to 50% of the net

profits from the exploitation. of the Awards show, as defined under terms that
agreement. Under Section 3 of the Awards Agreement, dcp has a contractual d^^ty
to account to HFPA with respect to HFPA's share of net profits on a quarterly
basis, and HFPA ís entitled to audit the information underlying those accounting
statements.
88.

HFPA is also entitled to an accounting of revenue generated by each of

the Golden Globe Awards shows based on its status as a copyright co-owner in all
Award shows and Pre-Shows produced with dcp.
89.

Defendants have taken impermissible deductions of expenses as

production costs in violation of the Awards Agreement to HFPA's material
detriment. Defendants have also failed to properly account for the revenue from at
least one sponsorship agreement, which was entered into without HFPA's
knowledge or consent, ín violation of the Awards Agreement. HFPA also ís
informed and believes that Defendants failed to properly account for, among other
things: additional foreign revenue generated through exploitation of Golden Globe
Awards shows; revenue generated (and improperly apportioned) by bundling rights
to Awards shows in license agreements with Defendants' other, less popular,
shows; and benefits ít derived, and that were derived, by its affiliated and parent
entities, through licensing, transferring or otherwise encumbering rights to the
Golden Globes Award shows. On information and belief, Defendants are also
continuing to pursue ancillary agreements that trade on the Golden Globe Awards
show, without HFPA's knowledge and consent.
27

COMPLAINT

90.

On information and belief, Red Zone Capital was aware of dep's

actions, a^^d dcp was acting at Red Zone Capital's direction and under its control.
9L

HFPA requests an arder from the Cour compelling dcp to account

under GAAP for all expenses, costs, revenue, advances, and royalties relating to the
distribution, sale, release, display, broadcasting, and lícensíng of the Golden Globe
Awards show, related pre- and post-shows, and any other sources of reven^^e related
to the Golden Ghbe Awards.
SEVENTH CLAIM FOR RELIEF
(Breach of the Implied Covenant of Good Faith and Fair Dealing)
92.

Plaintiff realleges and incorporates herein by reference, each and every

allegation contained in paragraphs 1 through 91, inclusive, of the complaint as
though set forth at length.
93.

As described above, HFPA and dcp entered into a valid, binding

agreement ín 1987, as amended in 1989 and 1993.
94.

Pursuant to the covenant of good faith and fair dealing attendant to the

parties' agreement, dcp was required to act in good faith ín the performance of its
obligations, to deal fairly with HFPA, and to refrain from any acts or omissions that
would frustrate the purpose of the agreement or deny HFPA the benefit of its
agreement, including HFPA's right and interest ín maximizing revenue generated
through lícensíng broadcast rights for the Golden Globe Awards show.
95.

Defendants knowingly and willfully breached the covenant of good

faith and fair dealing by, among other things, failing to take reasonable steps to
maximize the license fee for the Golden Globe Awards show. On information and
belief, dcp did not solicit license offers from any networks other than NBC, did not
consult experts regarding the market value of the license, and did not take other
reasonable steps to determine and ensure that NBC's proposed terms for licensing
the broadcast rights for the Golden Globe Awards show were above, at, or even
near market rates for such rights.
28

COMPLAINT

96.

On inf^rmati^n and. belief, the negotiation between dcp and NBC was

necessarily compromised beca^^se ít believed ít could only guarantee itself
continued rights and interests in the Golden Ghbe Awards show by entering into an
extension, renewal, substitution or modification of the 2001 NBC/dcp Agreement,
and as a result dcp; failed t^ take reasonable steps towards assessing the fair market
value of the rights to broadcast the Golden Globes Award show; acted to benefit
itself to the detriment of HFPA by seeking only to explore a license agreement with
NBC; and expressly misled HFPA into belíev^ng that it was not engaging ín
negotiations over the broadcast rights with any broadcast networks. Moreover, on
information and belief, dcp conducted an abbreviated, h^^rried negotiation with
NBC in order to quickly secure a deal.
97.

On information and belief, Defendants have further breached the

implied covenant of good faith and fair dealing by, among other things, more
generally falsely representing its rights with respect to the Golden Globe Awards
show, and ancillary pre- and post-shows. This includes dcp's false representation
that it has the right to enter into a license agreement covering Award shows after
2011 and that ít has the exclusive right to license the digital rights for the 2011
Award show.
98.

On information and belief, Red Zone Capital was aware of dcp's

actions, and dcp was acting at Red Zone Capital's direction and under its control.
99.

As a direct and proximate res^^lt of Defendants' breaches of the

implied covenant of good faith and fair dealing, HFPA has suffered substantial
damage in the form of being materially comprised in any efforts to actually and
effectively license the rights for those same Awards shows. And ín the event that
the Court were to determine that dcp's 2010 agreement with NBC is valid, as a
direct and proximate result of Defendants' breaches of the implied covenant of
good faith and fair dealing, HFPA has been substantially damaged by dcp's
acceptance of abelow-market license fee from NBC. HFPA's ability to fully and

29

COMPLAINT

fairly exploit its rights has been further compromised as a consequence of dcp's
false statements abo^^t :its ownership or control of rights. HFPA will establish the
exact a^no^^nt of its damages at trial, but they are in the millions of dollars annually.
EIGHTH CLAIM FOR RELIEF
(Breach of Fiduciary Duty)
:100. Plaintiff realleges and^ncorporate herein by reference, each and every
allegation contained ín paragraphs 1 through 99, ínch^síve, of the complaint as
though set forth at length.
101. As described above, HFPA and dcp entered into a valid, binding
agreement ín 1987, as amended ín 19$9 and 1993. Pursuant to the agreement,
HFPA entrusted dcp to properly register and maintain the copyrights for the
television broadcasts of the Golden Globe Awards shows, and to use HFPA's
trademarks and intellectual property only to promote or advertise the Awards
televísíon productions. Consequently, HFPA relied on dcp. not to improperly
exploit these rights.
102.

The trust and confidence HFPA placed ín dcp, with regard to its

intellectual property rights, created a fíducíary relationship under which dcp owed a
fíducíary duty to HFPA.
lO^. Pursuant to this fíducíary duty, dcp was required to deal fairly with
HFPA and to refrain from committing any acts or omissions that would
compromise HFPA's intellectual property rights and interests in the Golden Globes.
104. On information and belief, Defendants have breached their fíducíary
duty through dcp falsely representing its rights with respect to the Golden Globe
Awards show , ancillary pre- and post-shows, and improperly bundling rights to the
Award shows with dcp ' s other, less popular broadcasts . Also among the breaches
are dcp ' s false representation to NBC that ít had the right to enter into a televísíon
broadcast license agreement covering Award shows after 2011, and its false

30

co^^pτ.aτιv^

represel^^tations that ít lead the excluswe :right to license the digital rights associated
with the 2011. Awards show.
105. On information and belief, Red Zone Capital was aware of dcp's
actions, and dcp was acting at Red Zone Capital's direction and under its control.
106. As a direct and proximate result ^f dcp's breaches of fiduciary d^^tíes,
HFPA has suffered s^^bstantíal damage ín the form of being materially comprised in
any subsequent efforts to actually and effectively license the rights for those same
award shows, pre- and post- shows, and ancillary rights. Among other things,
HFPA has been substantially damaged by dcp's acceptance of below-market license
fees from NBC. HFPA will establish the exact amount of its damages at trial, but
are in the millions of dollars annually.
NINTH CLAIM FOR RELIEF
(Unfair Competition Under Cal. Bus. & Prof. Code § 17200 and California
Common Law)
107. Plaintiff realleges and incorporate herein by reference, each and every
allegation contained ín paragraphs 1 through 106, inclusive, of the complaint as
though set forth at length.
108. Defendants' unauthorized use of HFPA's trademarks and service
marks, and its related misrepresentations about controlling HFPA's intellectual
property, constitute unfair, unlawful, and fraudulent business acts, prohibited by the
California Business and Professions Code Sections § 17200 et seq. and by the
common law of California.
109. Defendants' unfair, unlawful, and fraudulent acts are more specifically
alleged above, but include dcp's representatíóns to and agreement with NBC for the
period commencing ín 2012, dep's purported empowerment of NBC to exploit
HFPA's Golden Globe-related intellectual property, and on information and belief,
dcp's misrepresentations to other third parties (including Facebook). By these acts,
among others, dcp has violated the Lanham Act, 15 U.S.C. §§ 1114, 1125(a), and
31

COMPLAINT

1

has committed unlawful, ^^t^fair and fraudulent business acts in violation of

2

Calïfornia B^^siness and Professions Code Sections 17200 et seq. dcp's acts also

^

constitute unfair competition ín violation of Calífornïa common law.

4

110. Defendants" misconduct has already caused and will continue to cause

5

conf^^sion, mistake; and deception. Defendants acted willfully, with the intent to

6

trade upon the goodwill and reputation of HFPA and the Golden Globe Awards

7

show, and with the intent to cause confusion, to cause mistake, or to deceive.

8

111. On ^nformatíon and belief, Red Zone Capital was aware of dcp's
.actions, and dcp was acting at Red Zone Capital's direction and under its control.
112. Defendants' commission of unfaír competition, ^nlawful business acts,
and unfair busíness acts have caused damage and irreparable injury to HFPA in an
amount to be determined at trial, and such acts wí11 result ín further damage and
irreparable injury to HFPA if Defendants are not restrained by this Court. All
profits generated by dcp through its. acts of ^^nfaír competition sho^^ld also be
ordered disgorged.
TENTH CLAIM FOR RELIEF
(Intentional Interference with Prospective Economic Advantage)
113. Plaintiff realleges and incorporate herein by reference, each and every
allegation contained in paragraphs 1 through 112, inclusive,, of the complaint as
though set forth at length.
114. The Golden Globe Awards shows ís one of the most anticipated
broadcasts of the season. In prepare for another successful Awards show, HFPA
and Facebook began conversations regarding the potential for a digital initiative to
complement and bolster the Golden Globes Awards show for the 2011 broadcast.
In exchange for the rights to host Golden Globes-related content, Facebook was
going to pay HFPA a license fee and a share of revenue generated.

32

COØLAINT

1.1..5. The agreement with Facebook would have generated substantial.
2

reven^^e i^:o^° HFPA. As s^^ch, ^FPA had a reasonáble probability of fut^^re
ec^nam^ic benefit from this economic relationship with Facébook.
1:16.

On information and ^belíef, dcp began negotiating with Facebook ín

order t^ license Golden Globe rights that dcp did not rightfi^lly possess, and
wrongly represented to Facebook that dcp had the exclusive right to grant digital
7

rights for the 201.:1 Golden Globe Awards show. dcp did so behind HFPA's back,

8

and without its consent or authorization. As a direct result of dcp conduct,
Facebook cut off communications with HFPA's consultants and has since dealt
exclusively with dcp.
1.17. On information and belief, dcp was aware of HFPA's ongoing
dise^^ssions with Facebook. HFPA's consultants and Facebook discussed a meeting
that Facébook had with dcp, and only after that meeting did Facebook cut off
communications with HFPA.
118. Defendants' conduct was otherwise wrongful as a false representation
constituting, among other things, unfair competition under California Business &
Professions Code section 17200.
119. On information and belief, Red Zone Capital was aware of dcp's
actions, and dcp was acting at Red Zone Capital's direction and under its control.
120. As a direct and proximate result of Defendants' wrongful conduct, it
disr^^pted HFPA's economic relationship with Facebook and its ability to enter into
a licensing agreement. HFPA has consequently been substantially damaged in an
amount to be proven at trial.

33

COMPLAINT

ELEVENTH CLAIM FOR RELIES
(Reformation)
121. Plaintiff realleges and incorporates herein by reference, each and every
allegation contained ín paragraphs 1 through 120, inclusive, of the complaint as
though set forth at length.
1.22. dcp claims to be empowered by the 1.993 Amendment t^ extend or
renew the broadcast license with NBC forever, without HFPA's specific consent or
authorization. dcp points to the provision that states: "This will confirm that the
[ 1987 Awards] Agreement ís hereby further amended to provide that HFPA grants
to dcp eight (8) additional, consecutive, exclusive, and irrevocable options to
acq^^ire the exclusive right to produce a live television broadcast of and to produce
on tape or film the Awards for each of the years 1998 through and including 2005,
and for any extensions, renewals, substitutions or modifications of the NBC
Agreement, and to exploit such productions in all media through the world in
perpetuity."
123. Based on its own reading of the words of the 1993 Amendment, and
on statements by dcp representatives ín 1993, HFPA understood at the time of
contracting (and still understands) that provision to merely anticipate the possibility
of HFPA extending further options to dcp to remain involved ín the Golden Globe
Awards show ín the event that the NBC broadcast license is extended, renewed,
substituted, or modified with HFPA's approval. Neither the language of the 1993
Amendment, nor any other operative document executed by both parties, affords
dcp the right to unilaterally enter into a license agreement with NBC, without
HFPA's knowledge and approval, in order to trigger further contract^^al options for
dcp under the Awards Agreement.
124. However, to the extent that the Court were to interpret the 1993
Amendment to empower dcp to extend, renew, substit^^te, or modify an existing
broadcast license with NBC, without HFPA's knowledge and authorization, then
34

coØτ.aτ^^^

1

reformation of the 1993 Amendment to add the words "entered into with HFPA's

2

approval" is necéssary and proper on one or more of the following grounds:

3

a)

The absence of the phrase "entered into with HFPA's approval"

4

after the word "Agreement" on the ninth line of the third

5

paragraph of the 1.993 Amendment ís a result ^f a mutual

6

mistake, and ít ^is contrary to the parties' intent to interpret the

7

1993 Amendmént as only permitting dcp to extend, renew,

8

substitute, or modify an exístíng broadcast license with NBC

9

with HFPA's specific approval and a^^thorízatíon. To grant dcp
the ability to license HFPA's intellectual property without any
a^^thorizatíon from HFPA would reverse the parties' basic
assumptions about the effect of the 1993 Amendment, and
wo^^ld have a material effect on the parties' agreed-upon
exchange.
b)

dcp knew HFPA did not intend to waive all future approval
rights of a proposed extension, renewal, substitution or
modification of the license of its intellectual property, and dcp
did not express to HFPA its understanding that the 1993
amendment should or could be interpreted in that manner at the
time of contracting. To the extent that dcp knew or believed at
the time of contracting that the 1993 amendment would allow
dcp to extend, renew, s^^bstítute, or modify an exístíng broadcast
license with NBC without HPFA's specific approval and
authorization, the 1993 Amendment should be reformed because
ít does not accurately reflect HFPA's intent by reason of
HFPA's unilateral mistake coupled with fraudulent or
inequitable conduct by dcp in that it was or should have been
aware of HFPA's mistake.

35

COMPLAINT

c)

Irres^pectíve of dcp's intent, the 1993 amendment should be

2

reformed t^ecause the interests of justice so require, since

3

constr^^^ig amendment as a waiver of HFPA's f^^ture approval

4

rïghts of any extension, renewal, substit^^tion , or modification of

5

an existing broadcast license with NBC does not reflect HFPA's

6

intent.

7
8

1.25. With respect to all grounds for reformation, HFPA did not undertake
the risk of mistake under the 1993 Amendment and only came to learn of this
mistake on October 29, 201.0, when dcp for the first time took actual and
affirmative steps that were inconsistent with HFPA ' s understanding that its consent
was required for any license of the Golden Globe Awards show broadcast rights.
126. Whether based on mutual mistake, on ^^nílateral mistake coupled with
fra^^d^^lent or inequitable cond^^ct, on the interests of justice, or on some
combination thereof, the phrase "entered into with HFPA ' s approval" should be
added to the ninth line of the third paragraph of the 1993 Amendment. Such
reformation wí11 conform the language of the 1993 Amendment to reflect the
parties' true intent at the time of contracting.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for judgment as follows:
1.

For actual and compensatory damages ín an amount to be determined

at the trial of this action;
2.

For disgorgement of all profits generated by Defendants through their

wrongful acts;
3.

An order directing Defendants to account to HFPA for all revenue and

profits generated by each of the Golden Globe Awards shows;
4.

For a declaration of the parties' contractual rights and obligations as

alleged herein above;

36

COMPLAINT

1

5.

For a preliminary and permanent injunction against Defendants

2

enj^i^ix^g them and their officers, agents, employees, and representatives from

3

using HFPA's trademarks and service marks for any purpose other than the

4

promotion, advertising, and broadcast of the 2011 Golden Globe Awards show;

5

6.

A declaration that HFPA is a co-owner of all rights, title, and interest

6

in the copyrïghts to the 1990, 1993, 1998, and 1999 Golden Globe Awards, and the

7

2003, 2004, 2005, 2006, 2007 and 2009 Pre-Shows;

8

7.

For exemplary and punitive damages;

8.

For costs of suit herein 'Incurred;

9.

For reasonable attorneys' fees ín accordance with Section 19 of the

1987 Awards Agreement and the Lanham Act, iS U.S.C. § 1117, and the Copyright
Act, 17 U.S.C. § 505;
10.

For all allowable interest on any monetary award to HFPA at the legal

11.

For any other orders necessary to accomplish complete justice between

rate;

the parties; and
12.

For such other and further relief as this Court may .deem just and

proper.

Dated: November 17, 2010

LINDA J. SMITH
MARVIN S. PUTNAM
AMY R. LUCAS
O'MELVENY & MYERS LLP

LIND .SMITH
Attorneys for Plaintiff
Hollywood Foreign Press Association

3î

COMPLAINT

D 'MAND SOK JURY TRIAL
2

Purs^^ant to Rule 38(b) of the Federal Rules of Civil Procedure, HFPA hereby
dema^lds a trial by jury for all issues triable to a jury.

Dated: November 17, 2010
LINDA J. SMITH
MARVIN S. PUTNAM
AMY R. LUCAS
O' MELVENY & MYERS LLP

By^^,,^`°°
^á^^úm
LIND J. SMITH
Attorneys for Plaintiff
Hollywood Foreign Press Association

38

coιvτ^τ.aτ^τ^

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

This case has been assígned to Distríct Judge Valerie Baker Faírbank and the assígned
discovery Magistrate Judge ís Fernando M. Olguín.
The case number on all documents filed with the Court should read as follows:
CV10 -

8833 VBF (FMOx)

Pursuant to General Order 05-07 of the Úníted States Distríct Court for the Central
District of California, the Magistrate Judge has been designated to hear discovery related
motions.

All discovery related motions should be noticed on the calendar of the Magistrate Judge

NOTICE TO COUNSEL
A copy of this notice must be served with the summons and complaint on all defendants (if a removal action is
filed, a copy of this notice must be served on all plaintiffs).
Subsequent documents must be filed at the following location:
^^^ Western Dívísion
312 N . Spring St., Rm. G-8
Los Angeles , CA 90012

L^ Southern Dívísion
411 West Fourth St ., Rm. 1-053
Santa Ana, CA 92701-4516

L]

Eastern Division
3470 Twelfth St., Rm. 134
Riverside, CA 92501

Failure to file at the proper location wí11 result in your documents being returned to you.

CV-18 (O^/O6)

NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

`.íJ ;^4U ^P,., l^i^)`^ Su^nrouns i^^ «t Civil f^ctiot^

UNITED STATES DISTRICT COURT
fir the

CENTRAL DISTRICT OF CALIFORNIA

,HOLLYWOOD FOREIGN PRESS ASSOCIATION,
a Cal^forn^a Corporation,
Pla ^nriff

Cívil Action No.^f^
^^ .

V.

'^

ι
^^ ^.,^ ^ *
^ ^^

^
^.

RED ZONE CAPITAL PARTNERS II, L.P., a
Delaware Límíted Partnership ; DICK CLARK
PRODUCTIONS, INC., a Delaware Corporation;
DOES 1 through 'l0, ^nclusíve,
Defendant

SUMMONS IN A CIVIL ACTION
To: (Uefe^dant's name and address)

DICK CLARK PRODUCTIONS, INC.
2900 Olympic Blvd.
Santa Monica, California 90404

RÉD ZONE CAPITAL PARTNERS II, L.P.
1800 Tysons Blvd, Suite 500
McLean, Virginia 22102

A lawsuit has been filed against you.
Within 21 days after service of this summons on you (not counting the day you received ít) - or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described ín Fed . R. Cív.
P. 12 (a)(2 ) or (3) -you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure . The answer or motion must be served onthe plaintiff or plaintiff's attorney,
whose name and address are:
Linda J. Smith (S.B. # 78238)
Marvin S. Putnam (S.B. # 212839)
Amy R . Lucas (S.B. # 264034)
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7`^' Floor
Los Angeles , California 90067

If you fall to respond , judgment by default will be entered against you for the relief demanded ín the complaint.
You also must tele your answer or motion v^^tt^ the court.

CLERK OF COURT

TANA DUA T
Date:

' ^ ®^ ('Ì ^ l +^,^

1^^^
Signature ^f Clerk or Deputy Clerk
Ameríca^ LegaWet,l πc.
^^w,υ_ ,tιzsw^ι:l_g1ó^^L. ι_:}nι.
Fi

UNITED STATESí^ "TRICT COURT, CENTRAL D'1STRICT OF CALIFORNIA
CIVIL, COVER SHEET

C

llEFENDANTS
RED ZONE CAPITAL PARTNERS I^ L.P ., a Delaware Lí^nited
Partnerhsíp ; DICK CLARK PRODUCTIONS , INC.., a Delaware
Corporation ; DOES 1 through 10, inclusive

I (a) PL,AIN'1"LEES (Check box if you are representi^^g yourself u )

HOLL ^WOOD FOREIGN PRESS ASSOCIATION, a
Califor^^a Corporation

(b) Att^r^^eys (Firm Name, A^dress aid Telephone N^^n^ber. Ifyo^^ are re^rese^^ting
yo^^^sel^ provide same.)

Attorι^ eys (1f K^ own)

Linda J. Smith (S.B. # 78238)
Marvin S. P^^tna^n (S.B. # 212839)
A^^y R. Lí^cas (S.B. # 264034)
O'Melveny & Myers LLP (310-553-6700)
1999 Avenue of the Stars, 7tl' ^1., Los Angeles, CA 90067
HI. CITIZENSHIP OF PRINCIPAL PARTIES -For Diversity Cases Only
(Place a^^ X in one box for plai^^tiff and one for defendant.)
Ρ

II. BASIS OF JURISDICTION (Place a^ X in one box only.)
®^ Federal Q^^estíon (U.S.
Government Not a Party.

u 1 U.S. Gove^n^nent Plaintiff

Ρ
u 2 U.S. Govern ιnent Defenda^^ t

PTF DEF
u 1 u 1

Citizen of This State

u2 u2

u 4 Diversity (Indicate Citizenship Citizen of Another Stye
of Parties ín Item III)

Citizen or Subject of a Foreign Cowry u 3

hcor^orated or Prínci^al Place
of B^^si^^ess in this State

PTF ^EF
u 4 u 4
u 5

h^cor^orated and Principal Place u 5
of Business in A^^other State

u 6 u6

u 3 Foreign Nation

IV. ORIGIN (Place ^n X in one box only.)
®1 Original
Proceeding

u 2 Removed from u 3 Remanded from u 4 Rei^^stated or
Reopened
Appellate Court
State Court

u 5 Tra^^sferred from a^^other district (specify):

u 7 Appeal to District
u 6 MultiJ^^dge fro ιn
District
Magistrate .1^^dge
Litigation

V. REQUESTED IN COMPLAINT: JURY DEMAND: ®Yes u No (Check'Yes' o^^ly if demanded in complaint.)
®MONL+Y DEMANDED IN COMPLAINT:. $ in excess of 10,000,000.00
CLASS ACTION ^^^^der F.R.C.P. 23: u Yes ®No
Ρ
VI. CAUSE OF ACTION (Cite the U. S. Civil Statute under which yo^^ aie ding a^^ d write a b ^ef statement óf cause. Do ^^ot cite j^^risdictional statutes unless diversity.)
15 U.S.C. § 1114 Trademark Infringement and associated causes of action
VII. NATURE OF SUIT ( Place a^ X í^^ o^^e box only )
^.aw^
l'KL^)NLK
1
TOKIS
1,
TORTS
CON1It^Ç'"Í'
^1`I^IR1'fA"^^1^5
u 400 State Keapportionment
u 410 Antítr^^st

^ u 110 lnsura^^ce
u 120 Marine

u 430 Banks and Banking

u 130 Miller Act

u 450 Con^nerce^CC
Rates/etc.
u 460 Deportation
u 470 Racketeer Influenced
and Corrupt
Organizations
u 480 Cons^^^ner Credit
u 490 Cable/SatTV
u 810 Selective Service
u 850 Sec^^ritíes /Com^nodítíes /
Excha^^ge
u 875 C^^sto^ner Challenge 12
Ú SC 3 410
u 890 Other Stah^tory Actions
u 891 Agríçultural Act
u 892 Econo^níc Stabilization
Act
u 893 Environmental Matters
u 894 Eιι ergy Allocation Act
u 895 Freedom ofh^fo. Act
u 900 Appeal of Fee Deter^ni nation Under Equal
Accessto J^^stice
u 950 Co^^stit^^tio^^ality of State
Statutes

^

u 140 Negotiable Instrument

u 150 Recovery of
Overpa^^nent &

u
u

u

u

Enforcement of
J^^dgment
151 . Medicare Act
152 Recovery of Defa^^lted
St^^de^^t Loan (Excl.
Veterans )
153 Recovery of
Overpay^ne^^t of
Veteran ' s Benefits
160 Stockholders ' S^^its

u 190 Other Contract
u 195 Contract Product
Liability
u 196 Fra^chíse
^^

R1;^I. PROI'Eíl'^l)

u 210 La^^d Condem^^atio^^

FOR OFFICE USE ONLY:

u 310 Airplane

_

u 370 Other Fraud

u 315 Airplane Product
u
u
u
u

u
u 355 Motor Vehicle
Prod^^ct Líabilíty
u 360 Other Personal
Injury
u 362 Personal Inj^^ryMed Malpractice
u 365 Personal InjuryProduct Liability
', u 368 Asbestos Personal
i
Injury Prod^^ct
L^^hility

-

Actions
_
-^.^-

j

l'I 'I^I'1 l^ ANS

^ ^ 510 Motions to Vacate

' u 710 Fair Labor Standards
Act

Sentence Habeas ^ 720 Lábor/Mg^nt.

Corp^^s
Relations
u 371 Truth in Lending
u 730 Labor/Mg^nt.
u 530 General
u 380 Other Personal
Reporting &
Property , Da^nage u 535 Death Penalty
Disclosure Act
u 385 Property Damage u 540 Ma^^dam^^s /
u 740 Railwa y Labor Act
Oth er
P ro d uct Li abili ty
13^N h lü IPl ^l
^ ^ 550 Civil Rights
u 790Othec Labor
Litigation
^ u 5^^ Prism Condition
u 22 Appeal 28 USC
^ u 791 Empl . Ret. hoc.
158
1 SRI lI ^11R(': /
Sec^^^ity Act
PI NCI 'I l"
u 423 Withdrawal 28

Líabilíty
320 Assault , Libel &
Slander
330 Fed. Employers '
Liability
340 Marine
345 Marine Prodιιct
Liability
350 Motor Vehicle

u 220 Foreclos^^re
I,l^^^l(^R^^^I( ^^ì
u 230 Rent Lease & Ejectment
u 462 Naturalization
u 240 Torts to Land
App^icatíon
u 245 Tort Prodιι ct Liability
u 463 Habeas Co ^pιιs u 2 90 All Other Real Property
Alien Detainee
u 465 Other Immigration

- --

P^R^)N,^U.
P^OI'1.R ^ ^1'

l'^,PSC^N.U, l^T^l:1"

Esc 157
!,

^'1V11 RUi^I^^
u 441 Voting
u 442 E^np(oyme^t
[] 443 Housing/Aceo^n^nodations
u 444 Welfare
u 445 A^nerícan with
DisabilitiesEmployment
u 446 A^nérica^^ with
Disabilities Other
u 440 Other Civil
Rights

„--^ ^ -Ar-

I u 610 Agriculture

^^ ^ ú ^ ι. P^ ti' ^^UHTs

u ^20Copyrights
u 830 Pate^^t
® 840 Trademark
S^ ^'I \L S1 ^UI^^^Y

i u 620 Other Food &
Dreg
u 625 Drιι g Related
Seiz^^re of
Properly 21 USC ^ 61 HIA(1395ff)
881
u 862 Black L^^ng (923)
u 630 Li^^^or Laws
u $ 63 DIWC/DIWW
u 640 R.R .& Tr^^ck
405(8)}
u 650 Airline Regs
u 864 SSID Title XVI
u 660 Occ^^pational
u R65 RSI (405(^ll
^ ^I-^I h^iAL'l'.A^ 5111 ^ 5 '
Safety /Health
u 690 Other
u 870 l axes ( U . S . Plaintiff
or Defendant)
u 871 IRS-Third Party 26
USC 7609
-__

--

---

--

Case Nιιmber:

AFTER COMPLETING TIIE FRONT SIDE OF FORM CV-71, COMPLETE THE INFORMA'^ION REQUESTED BELOW.
CV-71 (05/08)

CIVIL COVER SHEET

gme^ican ^egalNet, hc.
www.Fo^msWork^ow.com

Page 1 of 2

UNITED STATE`S :STRICT COURT, CENTRAL DISTRICT OF CALIFORNIA
^'
CIVIL COVER SHEET
VIII(a). I^k;N'^ICAL CASES: Has this action been previously filed in this court and dismissed, re^na^^ded or closed?

®No u Yes

If yes, list case n^^^nber(s):
VIII(b). RELATED CASES: Have any cases been previously filed intl ^s co^^rt that ace related to the present case?
If yes, list case number(s):

®No u Yes

^°

Civil cases sire deemed reated if a ^revío^^sly filed case and the present case:
(Check all boxes that apply)

u A. Arise fró^n the sane or closely related transactions, happeni^^gs; or events; ór

u B. Call for determination of the saιne or substa^^tially related or similar questions o^ law and fact; or
u C. For other reasóns wo^^ld entail substantial d^^plication of labor if heard by differentj^^dges; or
u D. Involve the same patent, trademark or copyright and one of the factors identified above in a, b or c also is present.
IX. VEN^1E: (When completú^g the following infonnatio^^, use an additional sheet ifnecessary.)
(a)
u

List the Co^^nty in this District; California Cou^^ty outside of this District; State if otí^er than California; o^ Foreign Country, in which EACH ^^a^néd plaintiff resides.
Check mere if ^^ e governme^^t its agencies or employees is a named p^aintiri. If this box is cl^ecl^ed; go to item (bj.
__

County in this Distríct:*

_

California County outside of this Distríct; State, if other than California; or Foreign Co^^nt^

', Los Angeles

(b)
u

List the Co^^nty i^ this District CaFfornia Co^mty o^^tside of this District; State if other than California; or Foreign Country, in which L+ ACH uan^ed defendant resides.
Check here if the gover^^^nent, its agencies or employees is a naméd defendant. If this box is chécked, go tó item (c).

County in this Dístrict:*

Calífornia County outside of this Distríct; State, íf othertha^^ California; or Foreign Co^^ntry

Dick Clark Productions, Inc. -Los Angeles

Red Zone Cap ^tal Parleers I^ L.P. -Delaware

(c)

List the County í^^ this Dïstrict; California Co^^nty o^^tsíde of this District; State if otl^ér than California; or Foreign Co^^^^try, ín which EACH claim arose.
Note: I^^ la^^d co^^dem^tatio^^ cases use the location of the tract of la^^d involved.
------- -----r___._------

Calífornia Cou ιιty outside of this District; State, íf other than California; or Foreign Coιι ntry

Coιιnty í^^ this Distríct:*
,Los Angeles

* Los Angeles, Orange, 5^^^ Ber^^ardí^^o , Riverside , Ventura, Sa^^ta Barbara, or 5^^^ Leis Obispo . Co^^^^ties
Note:ln land condemnation cases, use the location of tl^e tract of la^^d involved

X. SIGNATURE OF ATTORNÉY (OR PRO PER):

llate Noveιnber 17, 2010

^.

Notice to Counsel/Partíes : The CV-71 (JS-44) Civil Cover Sheet and the informatio^^ contai^^éd herein ^^either replace nor supplement the ií^iug and service óf pleadings
or other payers as req^^ired b^ law. This foni^, approved by the Judicial Co^^fere^^ce ofthe United States in September 1974, is ^ëquired purs^ia^t to Local Rule 3 -1 is not Fled
b^^t is used by the Clerk oftlιe Court for the purpose ofstatistics, ve^n^e and initiating the civi^,docket sheet. (For ^no^e detailed instructions, see separate instr^^ctions sheet.)
Key to Statistical codes relating to Social Security Cases:

Nat^^re of Suit Code

S^^bsta^tive Stateme^^t of Caose of Actío^^

861

HIA

All claims for health insura^^ce benefits (Medicare) under Title 18, Part A, of the Social Security Act, as amended.
Also, inch^de claims by hospitals, skilled n^^rsing facilities, etc., for certüïcation as providers of services u^^der the
program. (42 U.S.C. 1935FF(b))

862

BL

All clai ιns for " Black Lung" benefits u^^der Title 4, Part B , of the Fédera( Coal Miιι e Health and Safety Act of 1969.
(^O U.S.C. 923)

863.

DIWC

All claims filed by ins^^red workers for disability insura^^ce benets uιι der Title 2 of tl^e Social Sec^^rity Act, as
ame^^ded; blus all clai ιns filed for chld ' s insurance benefits based o^ disability . (42 U.S.C. 405(g))

863

DIWW

A11 claims fled for widows o^vidowers insura^^ce benefïts based on disability ender Title 2 oftlι e Social Security
Act, as amended . (42 U.S.Ç. 405(g))

864

SSID

All clai ιns for supplemental sec^^^ ty ú^ome payments based ^^po^^ disability filed ^^^^der Title 16 of the Social Secιrity
Act, as ameιιded

865

CV-71 (05/08)

Abbreviation

RSI

All claims for retirement (old age) a^^d suwivors benefits under Title 2 oftl ι e Social Sec^^^ ty Act, as amended. (42
U:S.C. (g))
CIVIL COVER SHEET

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