christmas musical suit against bryan robinson

8/19/2019 Christmas musical suit against Bryan Robinson

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IN THE CIRCUIT COURT OF LAUDERDALE COUNTY, ALABAMA

CHRISTMAS OF LIGHT )

PRODUCTIONS, LLC, )

)

Plaintiff ))

v. ) Case Number CV-2016-_________

)

PROVIDENT GLOBAL CAPITAL, LLC, )

BRYAN ROBINSON, IN:CIITE MEDIA, LLC, )

and TRIPLE HORSE PICTURES, LLC. )

)

Defendants. )

)

COMPLAINT

COMES NOW, Christmas of Light Productions, LLC, by and through its undersigned

counsel and sues Defendants Provident Global Capital, LLC, Bryan Robinson, in:ciite media,

LLC, and Triple Horse Pictures, LLC, and in support thereof would say:

PARTIES AND JURISDICTION

1. Plaintiff, Christmas of Light Productions, LLC is a limited liability company organized

and existing under the laws of the State of Alabama with its principal place of business

being in Lauderdale County, Alabama.

2. Defendant Provident Global Capital, LLC is a limited liability company organized and

existing under the laws of the State of Alabama with its principal place of business being

in Lauderdale County, Alabama.

3. Defendant Bryan Robinson is a citizen and resident of the State of Alabama who resides

in Lauderdale County, Alabama.

4. Defendant in:ciite media, LLC is a foreign limited liability company, which does

business in Alabama.

ELECTRONICALLY FILED3/15/2016 3:59 PM

41-CV-2016-900078.00CIRCUIT COURT OF

LAUDERDALE COUNTY, ALABAMISSY HOMAN, CLERK

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5. Defendant Triple Horse Pictures, LLC is a foreign limited liability company, which does

business in Alabama.

6. This Court has subject matter jurisdiction pursuant to Ala. Code § 12-11-30 as the

amount in controversy exceeds $10,000.

7. Venue is proper pursuant to the provisions of Ala. Code § 6-3-2 and § 6-3-7.

FACTS COMMON TO ALL COUNTS

8. On or about November 4, 2015, Christmas of Light Productions, LLC (“COLP”) entered

into a Purchase and Sale Agreement with Provident Global Capital, LLC (“Provident”)

and Bryan Robinson (“Robinson”) for the purchase of certain assets, namely contract

rights, with regard to the production of “Thomas Kinkade’s Christmas of Light” music

show (“Purchase Agreement”). A true and correct copy of the Purchase Agreement is

attached as Exhibit “A”.

9. Pursuant to the Purchase Agreement, Provident and Robinson sold, transferred, and

assigned to COLP all contracts necessary to complete the “Thomas Kinkade’s Christmas

of Light” music show (“Production”), including, but not limited to, the Master Services

Agreement with in:ciite media, LLC dated May 1, 2015 and the Independent Contractor

Agreement with Triple Horse Pictures, LLC dated September 14, 2015.

10. Pursuant to the Master Services Agreement between in:ciite media, LLC (“in:ciite”) and

Provident, dated May 1, 2015, in:ciite agreed to perform certain services and provide

certain deliverables for the Production in exchange for compensation in the form of a

monthly retainer plus reimbursement of travel expenses. Due to confidentiality

provisions contained within the agreement, a true and correct copy of the Master Services

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Agreement will have to be provided under a protective order.

11. The Independent Contractor Agreement between Triple Horse Pictures, LLC (“Triple

Horse”) and Provident, dated September 14, 2015, was an agreement by which Triple

Horse agreed to provide certain creative, technical, and logistical services to Provident

for the Production in exchange for a series of compensation payments. A true and correct

copy of the Independent Contractor Agreement is attached as Exhibit “B”.

12. Provident and Robinson represented and warranted in the Purchase Agreement that they

owned all of the contract rights necessary to complete the Production and that they were

transferring such to COLP free and clear of all liens, claims or other encumbrances.

Furthermore, Provident and Robinson irrevocably and absolutely assigned to COLP all

right, title, and ownership to all works, of any and all kind, in the Production.

13. In:ciite’s Master Services Agreement and Triple Horse’s Independent Contractor

Agreement both provide that all content created was owned by Provident or its designee.

14. Currently in:ciite is in possession of COLP’s CD’s, revenue, inventory, intellectual

property and other assets and has failed and/or refused to turnover possession of COLP’s

property.

15. Moreover, in:ciite and Triple Horse have made demand upon COLP for purported unpaid

amounts relating to the Production. COPL did not assume the debt and liabilities of

Provident under the agreements and is therefore not obligated for payments as demanded

by either in:ciite or Triple Horse.

16. Pursuant to the Purchase Agreement, Provident and Robinson expressly agreed at all

times to indemnify and hold COLP harmless from and against any and all claims,

damages, liabilities, costs and expenses, including legal expenses and reasonable

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attorneys’ fees, arising out of any breach of any warranty or representation contained in

the Purchase Agreement.

COUNT I

Breach of Contract Against Provident and Robinson

17. Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs

as if fully set forth herein.

18. Pursuant to the Purchase Agreement, Defendants Provident and Robinson agreed to sell

certain assets, namely contract rights including but not limited to the Master Services

Agreement with in:ciite and the Independent Contractor Agreement with Triple Horse to

Plaintiff COPL. Pursuant to the Purchase Agreement, COLP was to receive production

services, revenue, intellectual property, and products for the Production.

19. In exchange, COPL paid to Provident and Robinson the agreed upon purchase price as set

forth in the Purchase Agreement.

20. COPL has fully performed its obligation under the Purchase Agreement.

21. Defendants Provident and Robinson breached the terms of the Purchase Agreement.

22. In:cite and Triple Horse have failed and/or refused to turn over the property to COPL

despite Provident and Robinson’s representations in the agreement that such property

would belong to COPL. Consequently, Provident and Robinson have breached their

representations and warranties under the Purchase Agreement.

23.

As a consequence of Provident and Robinson’s breach, COPL has been damaged by the

value of the property which has not yet been transferred to COPL, the diminution of

value of those property assets withheld from COPL, the loss of revenue COPL is

suffering as it is not able to liquidate such assets as intended, plus other and additional

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damages not yet calculated.

WHEREFORE, Plaintiff COPL demands judgment against Defendants Provident and

Robinson for breach of contract under the Purchase Agreement and respectfully requests this

Honorable Court to award Plaintiff damages, to be determined at trial, plus fees and costs,

including without limitation attorneys’ fees and expenses.

COUNT II

Breach of Contract Against in:ciite

24.

Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs


25.

Pursuant to Paragraph 4 of the Master Services Agreement, in:ciite agreed to transfer

and assign, without further compensation, the entire right, title and interest to all music,

film, video, digital, DVDs, CDs, Intellectual Property, Technical Information, and any

other property regarding the Production.

26.

Despite demand, in:ciite has failed and/or refused to turnover COPL’s property and

such failure constitutes a breach and default under the Master Services Agreement.

27. As a consequence of in:ciite’s breach, COPL has been damaged by the value of the

property which has not yet been transferred to COPL, the diminution of value of those

property assets withheld from COPL, the loss of revenue COPL is suffering as it is not

able to liquidate such assets as intended, plus other and additional damages not yet

calculated.

WHEREFORE, Plaintiff COPL demands judgment against Defendant in:ciite for breach

of contract under the Master Services Agreement and respectfully requests this Honorable

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Court to award Plaintiff damages, to be determined at trial, plus fees and costs, including

without limitation attorneys’ fees and expenses.

COUNT III

Declaratory Relief



29. A dispute and actual controversy has arisen and now exists among COPL, Provident,

Robinson, in:ciite, and Triple Horse as to whether COPL assumed the debt and liabilities

of Provident under the agreements.

30. Pursuant to Ala. Code § 6-6-220, et seq., a bona fide justiciable controversy exists as to

the parties’ rights and obligations surrounding the actions at issue in this case.

31. This controversy has caused uncertainty and insecurity as to the rights and/or obligations

of the parties, and until said rights and/or obligations are declared by this Court, COPL

has and will continue to suffer substantial harm.

32. A declaratory judgment is therefore necessary to declare the rights, obligations, status,

and other legal relations of the parties.

WHEREFORE, Plaintiff COPL respectfully requests that this Honorable Court enter a

declaratory judgment in its favor establishing that COPL did not assume the debt and liabilities

of Provident under the agreements and is not obligated for payments as demanded by either

in:ciite or Triple Horse.

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COUNT IV

Indemnification Against Provident and Robinson



34. In the event COPL is held to be liable, either in whole or in part, to in:ciite and/or Triple

Horse, or any other party in the underlying Purchase Agreement, COPL is entitled to

indemnification from Provident and Robinson for any and all damages which might be

adjudged to be due and owing to in:ciite and/or Triple Horse or any other party.

WHEREFORE, PREMISES CONSIDERED, Plaintiff COPL prays for judgment

against Defendants Provident and Robinson in an amount to be determined at trial, plus costs,

attorney’s fees, and such further and additional relief to which it is justly entitled.

Respectfully submitted this the 15th day of March, 2016.

/s/ Kevin D. Heard

KEVIN D. HEARD (HEA024)

/s/ Angela S. Ary

ANGELA S. ARY (ARY001)

Of Counsel:Heard Ary, LLC303 Williams Avenue, Suite 921Huntsville, Alabama 35801Tel: (256) 535-0817Fax: (256) [email protected]@heardlaw.com

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mailto:[email protected]:[email protected]


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Defendants’ Addresses:

Provident Global Capital, LLCc/o Registered Agent, Bryan Robinson75 Whitetail Crossing

Killen, Alabama 35645

Bryan Robinson75 Whitetail CrossingKillen, Alabama 35645

In:ciite media, LLCc/o Registered Agent, Kevin Weimer3000 Meridian Boulevard, Suite 170Franklin, Tennessee 37067

Triple Horse Pictures, LLCc/o Registered Agent, Karl J. Horstmann8111 Technology DriveCovington, Georgia 30014

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christmas musical suit against bryan robinson

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