Rupa Marya v. Warner Chappell Music Inc

Filing 198

DECLARATION of BETSY C. MANIFOLD in Support of MOTION for Order for to Exclude Evidence 197 filed by Plaintiffs Good Morning to You Productions Corp, Majar Productions LLC, Rupa Marya, Robert Siegel. (Attachments: # 1 Exhibit A-B, 23, 44, # 2 Exhibit 48, 67-68, 71, 72, 87, 92, # 3 Exhibit 99-104, 106, 119)(Manifold, Betsy)

EXHIBIT 48
[Jt. App'x at 3:653-654, Dkt. 189-3]

Ex. 48
56

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#:5420

Ex. 48
57

Ex. 47
48
653

Case 2:13-cv-04460-GHK-MRW Document 189-3 Filed 12/17/14 Page 53 of 105 Page ID
#:5421

Ex. 48
58

Ex. 47
48
654

EXHIBIT 67
[Jt. App'x at 4:808-810; Dkt. 189-2]

Ex. 67
59

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#:5591

Ex. 67
60

Ex. 67
808

Case 2:13-cv-04460-GHK-MRW Document 190-2 Filed 12/17/14 Page 23 of 80 Page ID
#:5592

Ex. 67
61

Ex. 67
809

Case 2:13-cv-04460-GHK-MRW Document 190-2 Filed 12/17/14 Page 24 of 80 Page ID
#:5593

Ex. 67
62

Ex. 67
810

EXHIBIT 68
[Jt. App'x at 4:821-814, Dkt. 189-2]

Ex. 68
63

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#:5595

Ex. 68
64

Ex. 68
812

Case 2:13-cv-04460-GHK-MRW Document 190-2 Filed 12/17/14 Page 27 of 80 Page ID
#:5596

Ex. 68
65

Ex. 68
813

Case 2:13-cv-04460-GHK-MRW Document 190-2 Filed 12/17/14 Page 28 of 80 Page ID
#:5597

Ex. 68
66

Ex. 68
814

EXHIBIT 71
[Jt. App'x at 4:824-828, Dkt. 190-2]

Ex. 71
67

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#:5607

Ex. 71
68

Ex. 71
824

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#:5608

Ex. 71
69

Ex. 71
825

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#:5609

Ex. 71
70

Ex. 71
826

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#:5610

Ex. 71
71

Ex. 71
827

Case 2:13-cv-04460-GHK-MRW Document 190-2 Filed 12/17/14 Page 42 of 80 Page ID
#:5611

Ex. 71
72

Ex. 71
828

EXHIBIT 72
[Jt. App'x at 4:830-836, Dkt. 190-2]

Ex. 72
73

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#:5613

Ex. 72
72

Ex. 72
830

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#:5614

Ex. 72
73

Ex. 72
831

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#:5615

Ex. 72
74

Ex. 72
832

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#:5616

Ex. 72
75

Ex. 72
833

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#:5617

Ex. 72
76

Ex. 72
834

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#:5618

Ex. 72
77

Ex. 72
835

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#:5619

Ex. 72
78

Ex. 72
836

Pages 79-89 Intentionally Blank

EXHIBIT 87
[Jt. App'x at 5:1000-1041, Dkt. 191-1]

Ex. 87
90

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#:5798

Ex. 87
91

Ex. 87
1000

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#:5799

Ex. 87
92

Ex. 87
1001

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#:5800

Ex. 87
93

Ex. 87
1002

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#:5802

Ex. 87
94

Ex. 87
1004

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#:5804

Ex. 87
95

Ex. 87
1006

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#:5805

Ex. 87
96

Ex. 87
1007

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#:5806

Ex. 87
97

Ex. 87
1008

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#:5810

Ex. 87
98

Ex. 87
1012

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#:5811

Ex. 87
99

Ex. 87
1013

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#:5812

Ex. 87
100

Ex. 87
1014

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#:5825

Ex. 87
101

Ex. 87
1027

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#:5826

Ex. 87
102

Ex. 87
1028

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#:5838

Ex. 87
103

Ex. 87
1040

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#:5839

Ex. 87
104

Ex. 87
1041

EXHIBIT 92
[Jt. App'x at 5:1059-1068, Dkt. 191-1]

Ex. 92
105

Case 2:13-cv-04460-GHK-MRW Document 191-1 Filed 12/17/14 Page 112 of 195 Page ID
#:5857
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THIS AGREEMENT made and' entered

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",' Illinois ; this

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day of

CLAYTON F. SUMMY of Chicago,
venience designated

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,
,
Summy If ) , and JOHN F. SENGSTACX of

Philadelphia, Pennsylvania (hereinafter for convenience
designated

If

Sengstack"), WITNESSETH:

WHEREAS, Summy owns or controls the entire
capital stock of Clayton
•

ganized and existing under and by virtue of the laws 'of the
State of Illinois, (hereinafter for convenience

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the
.~

~ness

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Old Company If ) which company is now engaged in
of dealing in and publishing music j and

..WHEREAS,

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Summy · is planning to
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of said Old Company in pursuance of -the

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of reorganization:

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(a)

Among the assets of the Old Company are

certain securities carried on its books as of the close"
of business
"

Forty-three
Fifty Cents

($~3,707.50),

(not including accrued in-

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t

terest) a list of said securities showing the valua~

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tion thereof at which they are carried on the book,S "':t ,~'i~ (.,',I,t.,(,;"
. \--.,.,..- , ~{:t;''''
of the Old Company is attached hereto marked Exhibit ~-., ..~ 5rf:.;•

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AII and made~ a part hereof. PIt'. is _
the intent ion ' of"

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Summy to cause these securities to be distributed to

Ex. 92
106

Ex. 92
1059
WC0002081

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#:5858
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the stockholders of the ·Old Oompany either by a dividend
in kind or by a sale of the securities and the declara- ,

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tion of a dividend equal to the price received from the'
sale thereof, and in addition, to distribute to the

.'

stockholders of the Old Company a cash dividend of Five

...

Thousand Eight Hundred Dollars ($5,SOO.00).
(b)

.'

Summy intends to cause to be incorporated a

new company under the laws of the State of Delaware, ,

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under .t he name of Clayton F. Summy Company (here inafter

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for convenience called the "New Company"), with ' a
capitalization consisting of One Hundred Fifty Thousand
Dollars ($150,000) Preferred Stock, being 1500 shares

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of the par value of One Hundred Dollars ($100) a share,
~

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and 50 shares of

Co~~on

Stock of no par

value~

The
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charter will provide that the Preferred
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Stock~

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shall be

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entitled to dividends at the rate of six per cent per
annum and that the same shall be cumulative, and that
said Preferred Stock shall be redeemable at any time
,

at the option of the New Company, at par and accrued
dividends upon thirty days' notice.

..

In the event of

the liquidation of the said New Company said Preferred
Stock shall receive par per share and accrued dividends
before any payment is made on the Common Stock.

No

,

dividends shall be paid .on the Common Stock until the
Preferred Stock is retired.
----~

.

The Preferred Stock is to ·

have no voting rights except in the event of the failure
of the New Company to pay dividends at.the rate of at

Ex. 92
107

Ex. 92
1060
WC0002082

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#:5859

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least three per cent on the par value of t?e preferred
stock in each of the first two years from the date of

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per cent in each year thereafter.

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the issuance of ,such preferred stock, and at least six

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In the event of the

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failure to pay dividends on said preferred stock as
above specified, the preferred stock shall thereupon
have full voting rights and the common stock shall thereupon have no voting rights.

However, after all such ac-

crued dividends on the preferred stock shall have been
paid, the voting rights of said preferred stock shall
thereupon cease and said common stock shall again have
full voting rights.

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The charter of said New Company
! •

will also provide that so long as any of the preferred

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stock is outstanding the New Company shall not be consolidated or merged with or the business sold to any ,

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other company without the consent of at least two-thirds
of the then outstanding preferred stock.

Said New Com-

pany will have such other charter powers and its charter
will contain such provisions not inconsistent with the
•

d

foregoing as may be deemed necessary or desirable by

•

•

counsel for Sengstack.
(c)

Summy will cause to be effectively trans-

ferred to said New Company all the assets of the Old
(

Company, including all good-will, patents, copyrights
~

and rights of every kind and. character, and the said

"

New Company shall assume the l1abil'ities of the Old
Company (except tax liability, if any. resulting from

Ex. 92
108

Ex. 92
1061
WC0002083

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#:5860

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the transfer of the assets of 'the Old Oompany
New Oompany) in exchange for all the capital

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of the New Oompany.
(d)

,

Summy will immediately cause said New Oom-

pany to be qualified to do business in the State of
Illinois, and in order that the New Oompany may be
so qualified, will cause the name of the Old Oompany

•

to be changed.

•
,

(e)

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In pursuance of such plan of reorganization

Summy will immediately cause the stock in the New
Oompany to be distributed among the stockholders of

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the Old Oompany,
and

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WHEREAS, Sengstack is willing to purchase ' from ' Summy

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the common no par stock in such New Oompany, as and when the

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same is received by Summy, and Summy is willing to sell such
stock, on the terms and conditions hereinafter contained,

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}TOW, THEREFORE, in consideration of the ' sum of Ten "'

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Dollars ($10) each to the other in hand paid, and in considera- , '~r
tion of other good and valuable considerations, receipt of which

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is hereby acknowledged by the parties hereto, and in further

••

consideration of the mutual covenants and agreements herein,

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after contained, it .· is hereby stipulated, covenanted and , agreed n\'<,
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by and between the parties hereto as follows:
---~

1.

Summy agrees to cause a reorganization of the

Old Oompany immediately by the formation of the New Oompany

Ex. 92
109

Ex. 92
1062
WC0002084

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#:5861
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-5and the effective transfer 'of the assets of the Old Company

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to the New Company as hereinabove recited.
,

2.

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Summy agrees to sell and Sengstack agrees to

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purchase said 50 shares of common stock of said New Oompany,
and to

Summy therefor, in cash ; the sum of Five Hundred

ps.y

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Dollars ($500).

3.

Sengstack agrees that immediately on the purchase

of the common stock of said New Oompany he will cause the

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capitalization of said New Oompany to be increased so that
said New Oompany will have a total authorized capitalization

•

of 1500 shares of no par value stock, and will subscribe for

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and purchase from the New Company the additional 14-50 shares '

•

•

of the , increased no par value common stock at Ten Dollars ($10)
.

per share, and will pay 'therefor in cash to the New Company ••
4-.

•

Sengstack agrees to cause himself to be elected
"

president of said New Company and until said preferred stock'

. .

is retired agrees to devote all of his time and efforts to the
•

management of said New Oompany in active charge of its operations.

Sengstack agrees further to endeavor to secure for

said New Oompany the 'services of Preston W. Orem of Philadelphia',
Pennsylvania, who will until said preferred stock is retired
devote all of his time to the business of said New Oompany as
musical reader and such other duties as he may be required to
perform.
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Sengstack agrees that the aggregate salaries paid

by the New Company to Sengstack and said Or em shall not without '"
the prior written consent of Summy or hi,s legal representat-lve,
exceed the following schedule:

Ex. 92
110

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Ex. 92
1063
WC0002085

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#:5862
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(a)

Until at least 25% of the preferred stock

is retired, $15,000 per annum.
•
After 25% but not leBs than 50% 'of said

(b)

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preferred stock is retired, $20,000 per annum.
,

After 50% but not leBB than 75% of Baid

(c)

preferred stock is retired, $25,000 per, annum.
Thereafter, until all of said preferred

(d)

Btock is retired, $30,000 per annum.

"

SengBtack agreeB that in the event

of

the death, •

reBignation or refusal of said Orem to " Berve as an officer
or employee of said New Company, that the aggregate salaries
of himself and whoever is employed by Baid New Company to
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perform the duties of mUBical reader of Baid New

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shall not exceed the schedule of Balaries
,:

Company ~

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set

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forth for SengBtack and said Orem; and agree B fUrther :that ' .~'. {"
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in the event of the death, reBignation or refusal of said

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Or em to act as mUBical reader for Baid New Company, if no
one is employed by the Baid New Company to perform the duties
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contemplated to be performed by Baid Orem, that the Balary
of SengBtack shall not exceed seventy-five per cent (75%)

of the aggregate salaries provided in the foregoing schedule

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for Sengstack and Orem.

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SengBtack agrees fUrther that on incorporation of
.

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the New Company and ' as part consideration of the purchase by
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Baid Sengstack of said no per value common stock from Baid

Ex. 92
111

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Ex. 92
1064
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#:5863
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New Company, that Sengstack will cause said New Company to
enter into a contract with Summy, which agreement shall pro-

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vide among other things that the salary of the president and
general manager of the New Company and said Orem or whoever
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is employed to 'perform the duties contemplated to be performed

f

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by said Orem shall ' not exceed t he schedule of salaries hereinabove set forth.

5.

Sengstack agrees immediately upon the acquisition

by him of all or part of the common stock of the New Company

.

to apply for and, if the application is accepted, take out
Fifty Thousand Dollars ($50,000) insurance on his life payable

l

to said New Company, it be ing under stood that the prem iums on

,
..

such insurance policy shall be payable by said New Company.

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,

Sengstack may in his discretion take out an additional One
Hundred Thousand Dollars ($100,000) insurance on his life
under the same plan as above •

.,

.-

6; , Se~ gstack a grees that so long ' as ' any of the pre- '
ferred stock is outstanding no property or assets of the New
Company will be sold or disposed of, except in the ordinary

,

course of business, and that the New Company will on its incorporation pursuant to the foregoing plan of reorganization
enter into an a greement with Summy adopting and agreeing to the

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prOVisions contained in this agreement and the plan of reorganization and agreeing and covenanting to do or not to do any of the
matters or things which by this agreement Sengstack has agreed

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-

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. he will cause se.id New Company to do or refrain from doing. , ,
7. It is understood that the 'expenses of the reorgan i ~ etion

shall be paid by the New Company, but that counsel

Ex. 92
112

Ex. 92

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#:5864
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fees in connection with such reorganization shall not exceed
the sum of Five Hundred Dollars ($500).
8.

Summy hereby represents to Sengstack that the

financial statement attached here t o marked Exhibit

IIBII

and

made a par t hereof is a true and correct statement of the
assets and all of the liabiliti e s of the Old Company as of

"

December 31, 1930, as sho wn by the audit of the Company's ,

",

audi tor, and that Summy believes i,t to be oorrect and true;
that since December,31, 1930, there have been no changes

"

either in said assets or said liabilities except as occasioned
in the usual, normal and custom ry course of the carrying on ,
a

"

of the business of the Company.

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Summy further represents to

Sengstaclc and covenants that from the date of the execution
of this agreement to the date of the completion of the reorganization and the formation of the said

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Company and "

the delivery to Sengstack of the common stock in the New -

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Cor.lpany to be purchased by Sengstack, no assets shall be

,

removed or taken away from the Old Company or from said Uew
Company other than as provided in paragraph (a) of the recitals and paragraph 9 , in this agreement; that no dividends ', -

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at all shall be declared or paid other than as provided in
said recitals and no

obli~ations

shall be incurred other than

in the ordinary, usual and customa ry course of bUSiness, and
except as herein provided.
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9.

According to the

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financ~al

"
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statement of the '

.
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Old Com
pany as of close of business Decem
ber 31, 1930 (Exhibit B)

Ex. 92
113

Ex. 92
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#:5865
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there was due as of that date from the Old Company to ' offioers !
"

and stockholders thereof the sum of Three Thousand Three Hundred
Twenty-two Dollars and Thirty-eight Cents ($3,322.38).

Summy

represents that as of tIle date of this contract the said sum of
Three Thousand Three Hundred Twenty-two Dollars and Thirty-eight
Cents

(;~3,322.38)

reamins due and unpaid.

It is agreed that

all of said swn of Three Thousand Three Hundred Twenty-two
Dollars and Thirty-eight Cents ($3,322.38) shall be part of
the obligations assumed by the New Company, but that said
sum of Tliree Thousand Three Hundred Twenty-two Dollars and
Thirty-eight Cents (;)3,322.38) shall be payable by the New

,.

Company to the holder of said claim in the manner following:
Sixty Dollars ($60.00) a week commencing with

.~

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.

Saturday, September 5, 1931, and Sixty Dollars ($60.00)
.
a week thereafter until the entire sUm is paid, said
deferred payments to bear no interest.
S~y

hereby agrees to acquire w
hatever part, if any, of said

indebtedness of Three Thousand Three Hundred Twenty-Two
Dollars and Thirty-eight Cents ($3,322.38) which is not owned

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by him, so tha t said paY!?lents of $60.00 per weelc shall be
payable by the Hew Company as above specified to said Summy,
10.

As of March 1, 1931, the salaries of certain

employes of the Old Company were reduoed to the amount now
,

•

being paid said employes", and the said Summy stated to the '
said employes that when the business of the company improved
he would endeavor to have thp. company m
ake u'p to them the

Ex. 92
114

Ex. 92
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#:5866

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difference between their former salaries and the amount they
are now being paid .

Such differences in salaries ar'e not to

be paid by the Old Company prior to . the reorganization and so
far, i f at all, as this statement by Summy constitutes an obligation of the Old Company, it is not an obligation to be. assumed
by the He\v Company, and Stunmy a grees to indemnify and hold harmless the Old Company and the New Company against any claims of

..
formerly received by them and salaries paid them since' March 'l,

the aforementioned employes for any difference between salaries

1931.

,

..

Summy hereby agrees to enter into a binding covenant

.
with said Hew Company,

providinl1; for the carrying out of the

,..

above obl i gation on his part to be performed.
11. '

It is understood by and between the parties

hereto that the benef;l.ts derived hereunder and the obligations
,
I
and conditions set forth in this agreement shall inure to and

....

'~
,..

be binding upon the parties hereto and their heirs, executors,
administ rators and assigns.
IH WITNESS WHEREOF, the parties hereto have caused
these presents to be duly executed the day and year first

o

above written.

Ex. 92
115

Ex. 92
1068
WC0002090