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BRYANJ. FREEDMAN, Esq. (SBN 151990)BRIANE.TURNAUER, Esq. (SBN 214768)FREEDMAN & TAITELMAN, LLP1901 Avenue of the Stars, Suite 500LosAngeles,CA 90067(310)201-0005(310)201-0045E-mail: [email protected]@ftllp.com /PR 12 2012Attorneys for Plaintiff International Creative Management, Inc. John A, ciarKe. Executive ofli


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INTRODUCTION1. DelVecchio goes by the name "DJ Pauly D" on awidely popular MTV reality

television show entitled Jersey Shore (the "Jersey Shore"). DelVecchio asked ICM torepresenthim after the first season ofthe Jersey Shore when MTV refused to compensate him despite thevirtually overnight success ofthe show. ICM went to bat for DelVecchio, successfullynegotiating lucrative amendments to DelVecchio's participation agreement with MTV. BecauseofICM's efforts, DelVecchio, through his loan out company Blowout, earnsa substantial sum foreach season ofJersey Shore and has endorsement deals and side-projects based on his DJ PaulyDpersona.

2. No good deed goes unpunished, however, and DelVecchio ultimately terminatedthe representation. Now, DelVecchio and Blowout refuse to pay ICM nearly $400,000 incommissions on amounts Defendants have already received. Defendants have also unequivocallyannounced that they have no intention ofpaying ICM over $200,000 in commissions on futuremoney DelVecchio and Blowout are set to earn from Jersey Shore despite their contractualobligation to do so.

3. ICM attempted to resolve the matter informally, but DelVecchio refused to evenacknowledge the contractual obligations binding him and his loan out company. Accordingly,ICM was left with no choice but to file this lawsuit. By this complaint, ICM seeks to holdDefendants liable for their purposeful and intentional breach oftheir talent agency agreement withICM. ICM seeks judicial intervention to help the agency collect commissions on the hundreds ofthousands ofdollars that Defendants have already earned onJersey Shore. ICM further seeks ajudicial declaration that it is entitled to commissions on substantial sums in excess of$200,000 tobe paid to Defendants as a result ofICM's hard work and dedication toDefendants' career.

PRELIMINARY ALLEGATIONS4. ICM is, and at all times material hereto has been, a corporation duly organized and

operating under the laws of the State ofDelaware, with its principal place ofbusiness located inthe County ofLos Angeles, State ofCalifornia. ICM is, and at all times relevant hereto was,licensed as a talent agency by the Labor Commissioner of the State ofCalifornia.

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5. Upon information and belief, ICM alleges that at all times material hereto,DelVecchio hasbeenan "artist" as that term is defined in Section1700.4(b) of theCaliforniaLabor Code. DelVecchio isan actor regularly working in the entertainment industry and,accordingly, has entered into numerous contracts in the County ofLos Angeles, California,including a contract with MTV. DelVecchio is and has been represented by entertainmentcounsel, business managers andagents whose offices are located in LosAngeles,California. These lawyers, agents and business managers regularly conduct business onhisbehalf in the County ofLos Angeles, California. Moreover, upon information and belief,ICM alleges that DelVecchio performs DJ services and other music related performances inthe County of Los Angeles, State ofCalifornia

6. Upon information and belief, ICM alleges that Blowout is aRhode Island limitedliability corporation which, at all relevant times, was authorized to do business in the State ofCalifornia. At all times materialhereto, Blowout has beenDelVecchio's personalservicescorporation, loaning out DelVecchio's services as anactor in the entertainment industry.

7. The true names and capacities, whether individual, corporate, associate orotherwise of the defendants named herein asDoes 1 through 50, inclusive, areunknown to ICMwhich therefore sues said defendants by such fictitious names. ICM alleges on information andbelief that each ofthedefendants, including those designated as aDoe, are responsible for theevents alleged herein and the damages caused thereby asa principal, agent, co-conspirator oraider and abettor. ICMwill seekleaveof Court to amend this Complaint to allege the truenames and capacities of such defendants when the same have been ascertained.

8. Upon information and belief, ICM alleges that Defendants and Does 1-50 atalltimes relative to this action, were theagents, servants, partners, jointventurers and employeesof eachof the other DefendantsandDoes 1-50and, in doingthe acts alleged herein,wereactingwith the knowledge and consent ofeach ofthe other Defendants and Does 1-50 in this action.

9. ThisCourt hasjurisdiction overallDefendants becauseon information andbelief, Defendants have entered into numerous contracts in thisforum, regularly conductbusiness inthis forum, have performed several concerts in this forum and have hired agents,

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managers and other representatives with offices in this forum. Moreover, Defendants' paymentfor services is processed in this forum. Thus, Defendants have sufficient minimum contacts inCalifornia and otherwise intentionally avail themselves ofthe California market so as to renderthe exercise ofjurisdiction over them by the California courts consistent with traditional notionsof fair play and substantialjustice.

10. This Court is the proper court for trial ofthis matter because the agreement whichis the subject ofthis action was entered into in Los Angeles County, California. The parties'obligations under the agreement were incurred and to be performed in Los Angeles County,California.

GENERAL ALLEGATIONS COMMON TO ALL COUNTSThe Agent/Performer Agreements

11. Inorabout January 2010, Defendants engaged ICM to serve asDelVecchio'stalent agency. Initially, Defendants operated under an oral agency agreement with ICMfrom January 2010 through July 2010. In late July 2010, ICM and Defendants entered intoICM's written standard "General Services Agreement" (the "Agency Agreement"). TheAgency Agreement clearly set forth the terms, conditions and obligations ofthe parties.

12. Paragraphs 4 and 5 of the Agency Agreement states:4. I [Defendants] agree to pay you [ICM] ten percent (10%) of the grosscompensation earned or received by me for, or in connection with, (i) anycontracts for, or engagements of, my services (collectively and individuallyhereinafter sometimes referred to as "employment") now in existence, exceptto such extent that I may be obligated to pay commission on such contracts toanother agent, or contracts entered into or negotiated for during the term,including, but not limited to, all gross compensation therefrom, and paymentsthereon, that are earned or received by me, or become due or payable to meafter the expiration of the term, and (ii) for, or in connection with allmodifications, renewals, additions, substitutions, supplements, replacements,or extensions of or to such contracts and engagements, whether negotiatedduring or after the term hereof. You shall continue to perform yourobligations hereunder after the term with respect to all employment withrespect to which you are entitled to your commission as provided in theimmediately preceding sentence. "Gross compensation" includes all forms ofcompensation, money, things ofvalue orother emoluments (including, but notlimited to, salaries, earnings, fees, residuals, royalties, bonuses, gifts,monetary and non-monetary consideration, securities and shares of profits orgross receipts) received by me orany person, firm orcorporation, partnership,

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joint venture or other entity now or hereafter owned or controlled by me(hereinafter "my firm") or in which Imay have any right, title or interest, onmy behalf, from such contracts or engagements and modifications, renewals,additions, substitutions, supplements, replacements, and extensions of or tosuch contracts or engagements, whether or not procured by you or by anyoneelse as well as from any form of advertising, or commercial tie-ups orinfomercials using my name, likeness, or voice.5. In the event that my firm, if any, has or hereafter during the termacquires, directly or indirectly, any right respecting my services in any ofthe fields covered by this Agreement, then promptly following yourrequest to do so, I shall cause my firm to enter into a written exclusiveagency agreement with you with respect to such services upon all of theterms and conditions herein contained, specifically including anagreement bymy firm to pay compensation to you as herein provided inParagraph 4, based upon the gross compensation paid and/or payable tomy firm, directly or indirectly, for furnishing my services. For thepurposes ofthis Paragraph 5, the term "gross compensation" shall be deemedto include gross compensation paid and/or payable tomy firm ifitwould havebeen gross compensation pursuant to Paragraph 4 if paid or payable to me.Notwithstanding the fact that my firm may enter into such agency agreementwith you, I shall in all events remain primarily liable, jointly and severallywith my firm, to pay compensation to you as provided in Paragraph 4 above,based on the gross compensation paid and/or payable tomy firm, directly orindirectly, for furnishing my services; and I shall indemnify you against afailure ofmy firm to execute said agency agreement, or, ifithas executed saidagency agreement, any failure of my firm to pay commissions pursuantthereto or otherwise to comply with the provisions thereof, and hold youharmless from any loss, cost, or expense incurred by you as a result of saidfailure. No waiver, extension, change, or amendment with respect to saidagency agreement, nor failure for any reason to execute same, shall be deemedto releaseme ofor from any liabilityhereunder.

Theabove terms were expressly discussed andagreed tobytheParties. Thus, pursuant tothe terms of the Agency Agreement, Defendants became obligated topay ICM acommission equal to ten percent (10%) of the gross compensation earned or received byDelVecchio oronhisbehalf byany business, including, butnot limited to, loan-outcompanies such as Blowout inconnection with any contracts for, orengagements of,DelVecchio's services, in existence atthe time of theAgency Agreement (except totheextentsuch commissions werealready owedto anotheragency), or entered intoornegotiated during the relationship, and for, orin connection with, allmodifications,renewals, additions, substitutions, supplements, replacements, orextensions oforto such

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contracts and engagements, whether negotiated during or after the relationship. A true andcorrect copy of the Agency Agreement is attached hereto as Exhibit "A" and incorporatedherein by this reference.

ICM Successfully Modifies Defendants' MTV Partic ipant Agreements13. Onor about June 22,2009, prior to engagingICM's services, Defendants

enteredintoa certainParticipant Agreement (the"ParticipantAgreement") withMTVinconnectionwith the MTV television series JerseyShore ("Jersey Shore"), under whichDefendants rendered talentservices on Jersey Shore. The firstseasonof Jersey Shoreachievedan unprecedented level of television ratings success onMTV.

14. On or about January 29, 2010, during ICM's representationofDefendants,ICMsuccessfullyprocured an amendmentto the ParticipantAgreement (the "FirstAmendment to Participant Agreement") inwhichDefendants' overall compensation wasincreased and options forDefendants' services on cycles 2 and 3 ofJersey Shore weregranted to MTV.

15. On or about April 14, 2010, attorneys for MTV sent a notice to Defendantsand ICM that the second cycleoption ("Cycle 2") forJerseyShorewasbeingexercised byMTVpursuant to the FirstAmendment to Participant Agreement. ICMis informed andbelieves, and thereupon alleges, thatCycle 2 for Jersey Shore was a twenty-four (24)episode order thatwas ultimately divided into twoseparate seasons of Jersey Shore byMTV, which werecategorized as Cycle 2Aand Cycle 2B byMTV. Cycle2Awas filmedinMiami, Florida andCycle 2Bwas filmed in Seaside Heights, New Jersey.

16. Pursuant to the terms of theAgency Agreementwith ICM, Defendants remitted10% commission on all compensation receivedpursuant to theFirstAmendment toParticipantAgreement to ICM, includingall compensationreceived in connectionwithCycle 2AandCycle 2Bof Jersey Shore. Both Cycle 2AandCycle 2Beach producedtremendous television ratings forMTV.

17. Jersey Shore's popularity enabled ICM to successfully negotiate anotherimproved amendment for Defendants toprovide services on additional seasons ofJersey

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Shore. Onor aboutJuly 20,2010, duringICM'srepresentation ofDefendants, ICMsuccessfully procured a second amendment to theParticipantAgreement (the"SecondAmendment to Participant Agreement"), inwhichDefendants' overallcompensation wasincreased, including a retroactive episodic increase forCycle 2B,and options forDefendants' services on cycles 3and4ofJersey Shore were granted toMTV. Pursuant to thethirdparagraph oftheSecond Amendment to ParticipantAgreement, Cycle2Awasre-categorized asCycle 2 and Cycle 2B was re-categorized asCycle 3of Jersey Shore (which hadalready filmed and aired).

18. Pursuant to the terms oftheAgency Agreement with ICM, Defendantsremitted10%commissionon all compensation receivedpursuant to the SecondAmendment toParticipant Agreement to ICM.

19. On or about January 26, 2011, attorneys for MTV sent a notice to Defendantsand ICM thatthe fourth cycle option ("Cycle 4") for Jersey Shore wasbeing exercised byMTV pursuant to the Second Amendment to Participant Agreement.

20. Again taking advantage of the huge ratings success of Jersey Shore, inor aroundApril 2011, during ICM's representation ofDefendants and before filming onCycle 4 began,ICM began and managed to successfully negotiate another improved amendment for Defendantsto provide services onadditional seasons ofJersey Shore, which was entered into and effectiveasofMarch 31, 2011 (the"ThirdAmendment to ParticipantAgreement"). TheThirdAmendment to Participant Agreement provided for a significant compensation increase toDefendants beginning with Cycle 4 of Jersey Shore andalso contained options for Defendants'services on cycles 5 and 6 of Jersey Shore.

Defendants Breach th e Agency Agreement by Fail ing to Pay Commissions fo r Cycle 421. Pursuant to the Third Amendment to Participant Agreement, Defendants were

entitled to a $400,000 signing bonus and$100,000 per episode for the first twelve (12)episodesofCycle 4 of Jersey Shore. ICM is informed andbelieves, and thereupon alleges, that 12episodes, a launch special, multiple "after-shows" and a reunion show ofCycle 4 of JerseyShore were produced. Therefore, Defendants were entitled to $1,600,000 plus additional

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compensation, including but not limited to"after-shows," a launch special, a reunion show,participations, merchandising and bonuses pursuant to the Third Amendment to ParticipantAgreement for Cycle 4. ICM is informed and believes, and thereupon alleges, that Defendantsalso received a total of $107,037.33 in gross compensation representing contractualparticipations and $200,000 in gross compensation as a "thank you" bonus on Cycle 4ofJerseyShore, bringing Defendants' known total gross compensation onCycle 4ofJersey Shore to$1,907,037.33. Accordingly, ata 10% commission rate, ICM isentitled toaminimum of$190,703.73 plus 10% commission on any other compensation received by Defendants fromCycle 4ofJersey Shore, including but not limited to "after-shows," a launch special, a reunionshow, other participations, merchandising and bonuses pursuant to the Third Amendment toParticipant Agreement. To date, Defendants have failed to remit any commission inconnectionwithCycle 4 of Jersey Shore to ICM.Defendants Are Required to Pay Post-Termination Commissions on ICM-Negotiated Deals

22. On or about May 5,2011,Defendants discharged ICM as their talent agency.ICM acknowledged its discharge and confirmed that, pursuant to the written Agency Agreementand custom and practice in the entertainment industry, Defendants remained contractuallyobligated to pay ICM a commission on all gross compensation Defendants would receive in thefuture onany deals negotiated before Defendants' discharge of ICM, including but not limited toDefendants' Third Amendment to Participant Agreement forJersey Shore (with aneffectivedateofMarch 31,2011clearly before Defendants' discharge of ICM onor about May 5,2011). Indeed, itis standard custom and practice in the entertainment industry that talentagencies are entitled to post-termination commissions on all deals they negotiate for their client.See The Stein Agency v. James Tripp-Haith (Cal. Labor Comm'n 2006) (enforcing oralagreement for post-termination commissions astooptions exercised well after end of agencyrelationship); The Endeavor Agency, LLC v. Milano, TAC 10-05 (Cal. Labor Comm'n 2005)(citing Cal. Civ. Code 1656; Rest. 2d Contracts 221) (awarding post-termination commissionsto talent agency based onoral agency agreement ongrounds that "the evidence established thatthe overwhelming industry custom and practice requires an artist to pay post termination

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commissions forwork negotiated by the agent").23. On or about June 8, 2011, attorneys forMTV sent a notice to Defendants and

ICM that thefifthcycle option ("Cycle 5") for Jersey Shore wasbeingexercised byMTVpursuantto theThird Amendmentto ParticipantAgreement.

24. Pursuant to the ThirdAmendment to ParticipantAgreement, Defendants wereentitled to $150,000 per episode forthefirst twelve (12) episodes of Cycle 5 of Jersey Shore.ICM is informed and believes, and thereupon alleges, that 12episodes, multiple "after-shows"and reunion shows ofCycle 5were produced. Cycle 5 is currently airing onMTV. If 12episodes, multiple "after-shows" and reunion shows ofCycle 5were in fact produced,Defendants would be entitled to$1,800,000 plus additional compensation, including butnotlimited to "after-shows," reunion shows, participations, merchandising andbonuses pursuant totheThirdAmendment to Participant Agreement. Accordingly, at a 10% commission rate, ICMwould beentitled toa minimum of $180,000 plus 10% commission onany othercompensationreceived by Defendants from Cycle5 of Jersey Shore,including but not limited to "after-shows,"reunion shows,participations, merchandising andbonuses pursuantto theThirdAmendmentto ParticipantAgreement.

25. ICM is informed andbelieves, and thereupon alleges, that on or about March 19,2012, MTV decided toexercise the sixth cycle option ("Cycle 6") for Jersey Shore pursuant to theThird Amendment to Participant Agreement. PertheThird Amendment to ParticipantAgreement, whenCycle 6 is produced byMTV, Defendants will beentitled to $175,000 perepisode forthe first twelve (12) episodes of Cycle 6 of Jersey Shore. If 12episodes ofCycle 6 ofJersey Shore arein fact produced, Defendants will beentitled to $2,100,000 plusadditionalcompensation, including butnot limited to "after-shows," reunion shows, participations,merchandising and bonuses pursuant to the Third Amendment to Participant Agreement.Accordingly, at a 10% commission rate, ICM will be entitled to aminimum of $210,000 plus10% commission on any other compensation received byDefendants for Cycle 6 of Jersey Shore,including but not limited to "after-shows," reunion shows, participations, merchandising andbonuses pursuant to the potential exercise ofMTV's option to produce Cycle 6 ofJersey Shore.

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26. On or about December 9,2011, ICM received a letter from Defendants' counselMs. Hillary Hughes, whereby Defendantsdenied (i) any obligation to pay ICMcommission oncompensationreceivedpursuant to Cycle4 of Jersey Shore and (ii) any obligationto pay ICMany additional commission from Defendants.

27. On or about December 13,2011, ICM responded to Ms. Hughes and reaffirmedits entitlement to commission on anycompensation received by Defendants pursuant to theThirdAmendment to ParticipantAgreement.

28. Defendantscontinueto deny their obligationto pay ICMcommissionpursuant tothe ThirdAmendmentto ParticipantAgreement, includingpotential futurecommissionpursuantto Cycle 6 of Jersey Shore.

29. To date, Defendants have not remitted any commission to ICM for moniesreceivedpursuant to the ThirdAmendment to ParticipantAgreement, includingbut not limitedto compensation received by Defendantspursuant to Cycle 4 and Cycle 5 of Jersey Shore, whichincludesThree Hundred SeventyThousandSevenHundredThree Dollars and SeventyThreeCents ($370,703.73) in commission(the "OutstandingCommission")for moniesearnedbyDefendantsfor Cycle4 (i.e., $190,703.73 in commission)and Cycle 5 (i.e., $180,000incommission) of Jersey Shore.

30. As of the filing of this petition, Defendants have not paid ICMthe OutstandingCommission due ICMin respect of the ThirdAmendment to Participant Agreement.

F IR ST CAUSE OF ACT ION

(For Breach ofWritten Contract Against Defendants and Does 1-50)31. ICMre-alleges hereinby this reference eachand every allegation contained in

paragraphsnumbers 1 through30 of thisComplaintas if set forth fully herein.32. Under the terms of the Agency Agreement, Defendants and Does 1-50

becameobligated to pay ICMa commissionequal to ten percent (10%) of the grosscompensation earned or received byDelVecchio or on his behalf by any business,including, but not limited to, loan-outcompanies such as Blowout in connectionwith anycontracts for, or engagements of, DelVecchio's services, in existence at the time of the

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Agency Agreement (except to the extent such commissions were already owed toanotheragency), or entered into or negotiated during the relationship, and for, orinconnection with,ail modifications, renewals, additions, substitutions, supplements, replacements, orextensions of or to such contracts andengagements, whether negotiated duringor after therelationship. This included Defendants' obligation to payICM a commission on all grosscompensation Defendants would receive inthefuture on any deals negotiated by-ICM onDefendants' behalfbefore Defendants' discharge of ICM.

33. ICM has fully performed each of the promises, covenants and conditions to beperformed by it under the Agency Agreement with Defendants and Does 1-50, except to theextent such performance was prevented orexcused by Defendants and Does 1-50.

34. Defendants and Does 1-50breached theAgencyAgreement by failing andrefusing to pay ICM commissions inan amount equal to tenpercent (10%) ofthegrosscompensation received by Defendants pursuant toCycle 4 and Cycle 5ofJersey Shore arisingout of the Third Amendment to Participant Agreement.

35. As a direct and proximate result ofDefendants' and Does 1-50's breach oftheAgency Agreement, ICM has been damaged, and will be damaged ina sum not yet fullyascertained, but inany event not less than $370,703.73, together with interest thereon at thelegal rate from thedate each payment became or becomes due.

SECOND CAUSE OF ACT ION

(In the Alternative, For Breach ofOralContract Against Defendants andDoes 1-50)36. ICM re-alleges herein bythis reference each and every allegation contained in

paragraphs numbers 1 through 30 of this Complaint asif set forth fully herein.37. ICM alleges inthealternative that, only to the extent thattheDefendants did

notsignthewritten Agency Agreement andasa result nowritten agreement was formed,ICM and Defendants agreed and contracted orally to abide by the terms of the AgencyAgreement, thereby forming an oralagreement the termsofwhichare expressly articulatedin the AgencyAgreement attachedhereto as Exhibit "A" and incorporatedherein.

38. Under the terms of the oral agreement which are set forth in theAgency11

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Agreement, Defendants and Does 1-50became obligated to pay ICM a commission equalto ten percent (10%) of the gross compensation earned or received by DelVecchio or on hisbehalf by any business, including, but not limited to, loan-out companies such as Blowoutin connection with any contracts for, or engagements of, DelVecchio's services, in existenceat the time of the Agency Agreement (except to the extent such commissions were alreadyowed to another agency), or entered into or negotiated during the relationship, and for, or inconnection with, all modifications, renewals, additions, substitutions, supplements,replacements, or extensions of or to such contracts and engagements, whether negotiatedduring or after the relationship. This included Defendants' obligation to pay ICM acommission on all gross compensation Defendants would receive in the future on any dealsnegotiated by ICM on Defendants' behalf before Defendants' discharge of ICM.

39. ICM has fully performed each of the promises, covenants and conditions to beperformed by it under the terms of the oral agreement which are set forth in the AgencyAgreement with Defendants and Does 1-50, except to the extent such performance wasprevented or excused by Defendants and Does 1-50.

40. Defendants and Does 1-50 breached the oral agreement , the terms ofwhich areset forth in the Agency Agreement by failing and refusing to pay ICM commissions in anamount equal to ten percent (10%) of the gross compensation received by Defendants pursuantto Cycle 4 and Cycle 5 of Jersey Shore arising out of the Third Amendment to ParticipantAgreement.

41. As a direct and proximate result of Defendants' and Does 1-50's breach of theoral agreement, the terms ofwhich are set forth in the Agency Agreement, ICM has beendamaged, and will be damaged in a sum not yet fully ascertained, but in any event not less than$370,703.73, togetherwith interest thereon at the legal rate from thedate eachpayment becameor becomes due.

THIRD CAUSE OF ACT ION(For Quantum Meruit Against Al l Defendants and Does 1-50)

42. ICM re-alleges herein by this reference each and every allegation contained in12

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paragraphs numbers 1 through 41 of thisComplaint asifset forth fully herein.43. Defendants and Does 1-50 have become indebted to ICM for work, labor and

services rendered by ICMas the agentwith respect to theThirdAmendment to ParticipantAgreement as herein described, andforwhich Defendants, andeachof them, promised topayPlaintiff the reasonable value thereof. Defendants, and each of them, knew that these serviceswerebeing providedand accepted,used, and enjoyed the servicesprovided by ICM.

44. Defendantsknew that ICMwas providing talent agencyservicesto Defendantsandon Defendants' behalfand, accordingly become indebted to ICMforthe reasonable value ofsaid talent agency services.

45. Defendants accepted, used andenjoyed andcontinue to enjoy, the benefits ofthetalentagency servicesprovided by ICM. Though Defendants initially paid ICM commissionsforcompensation received pursuant to theAgencyAgreement as a resultof the talentagencyservices that they accepted, usedandenjoyed, Defendants have failed andrefused to fullycompensate ICM for the full value of the talent agency services employed by ICM. Defendantshavenot paid the commissions from thegrosscompensation received by Defendants pursuant toCycle 4 andCycle5 of JerseyShoreand refuseto pay commissions from future grosscompensation to be received byDefendants pursuant toCycle 6 ofJerseyShore arising outofthe ThirdAmendmentto ParticipantAgreement, althoughdemandthereforehas beenmade.

46. The fair and reasonable value of commissions now past-due and owing byDefendants to ICM relating to its talent agencyservicesis ten percent (10%) of the grosscompensation earned or received byDelVecchio or on his behalfby any business,including, but not limited to, loan-out companies such as Blowout.

47. As a direct result of Defendants' failure and refusal to pay ICM for its work, laborand services rendered, ICM has been damaged in an amount according to proof at hearing, \butin any event not less than $370,703.73, together with interest thereon at the legal rate from thedate each payment became or becomes due.// /// /

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FOURTH CAUSE OF ACTION(For Accounting against all Defendants and Does 1-50)

48. Plaintiff re-alleges herein by this reference each and every allegation containedin paragraphs numbers 1 through 47ofthisComplaint as if set forth fully herein.

49. Pursuant totheAgency Agreement, ICM is entitled toan accounting of allmonies or otherconsideration payable to Defendants in connection with theThirdAmendmentto Participant Agreement.

50. Demand is hereby made for such accounting.51. Defendants have not provided an accounting to ICM forallmonies orother

consideration earned or received byoronbehalfof Defendants in connection with theThirdAmendment to Participant Agreement. Anaccounting is required to determine the total amountof themoniesor otherconsideration received by or on behalfof Defendants pursuant to theThird Amendment to Participant Agreement andtheexact amount of commissions thataredueand owing to ICM.

FIFTH CAUSE OF ACT ION

(For Declaratory Relief against all Defendants and Does 1-50)52. ICM re-alleges herein by thisreference eachandeveryallegation contained inparagraphs numbers 1 through 51 of thisComplaint asifset forth fully herein.53. ICM contends that Defendants are contractually obligated to pay ICM a 10%

commissionon all grosscompensationDefendantswill receive as a result of any and all dealsthat werenegotiated by ICM on Defendants' behalfbefore Defendants'discharge of ICM. Thisincludes, but isnot limited to, any future compensation Defendants receive under theThirdAmendment to Participant Agreement (with aneffective dateof March31,2011 clearlybefore Defendants' discharge of ICM on or about May 5,2011), such as Cycle 6.

54. Defendants contend that they do not and will not owe ICM such commissions.55. Accordingly, an actual controversy has arisen and now exists between ICM, and

Defendants regarding commissions owed by Defendants to ICM moving forward.56. ICMdesires a judicial determination of its rights and duties, and a declaration

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that Defendants, andeachof them, areobligated topay ICM a commission onall grosscompensation Defendants received on any deals negotiated by ICM on Defendants' behalfbefore Defendants' discharge of ICM, including but not limited toDefendants' ThirdAmendment to Participant Agreement whichincludes Cycle6.

57. Ajudicial declaration therefore isnecessary and appropriate atthis time under thecircumstances in order to determine ICM's rights and Defendants' obligations under theAgencyAgreement.

PRAYER FOR RELIEFWHEREFORE, ICM prays for judgment against Defendants, and each of them, as

follows:On The First Cause O f Action For Breach o fWritten Contract:

1. Forgeneral damages in a sum in excess of the minimum jurisdiction of the court,according to proofat trial;

2. For pre-judgment interest at themaximum ratepermitted by law;3. For costs of suit incurred herein; and4. For such other and furtherrelief as the Court may deemjust and proper.

On The Second Cause Of Action For Breach ofOral Contract In th e Alternative:1. Forgeneral damages in a sum in excess of the minimum jurisdiction of the court,

according to proof at trial;2. Forpre-judgment interest at themaximum ratepermitted by law;3. For costs of suit incurred herein; and4. For such other and further reliefas the Court may deem just and proper.

On The Third Cause O f Action For Quantum Meruit:1. For general damages in a sumin excess of theminimum jurisdiction of the court,

according to proof at trial;2. For pre-judgment interest at themaximum rate permitted by law;3. For costs of suit incurred herein; and4. For such other and further reliefas the Court may deem just and proper.

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On The Fourth Cause Of Action For Accounting:1. For ICM to be provided with awritten accounting with respect to all monies or

other consideration received by or on behalfofDefendants in connection with theThird Amendment to Participant Agreement;For payment to ICM of the amount due from Defendants as a result of theaccounting;For pre-judgment interest at the maximum rate permitted by law;For costs of suit incurred herein; andFor such other and further reliefas theCourt may deem just and proper.

2.

3.4.5.

On The Fifth Cause Of Action For Declaratory Relief:1. For an order declaring that Defendants, and each ofthem, are obligated to pay ICM

a commission on all gross compensation Defendants receive on any dealsnegotiated by ICM on Defendants' behalfbefore Defendants' discharge of ICM,including but not limited to Defendants' Third Amendment to ParticipantAgreement which includes Cycle 6;For costs of suit incurred herein; andForsuchotherand further reliefas theCourtmaydeem just andproper.

Dated: April 12,2012 FREEDMA^TAITELj^AN, LLP

2.3.

BrydfTJ.Brian E. TurnauerAttorneys for Plaintiff International Creative Management,

Inc.

16COMPLAINT


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ATTORNEYOR PARV.WIJHOUT ATTORNEY(Nama."Bryan J.Freedman (SBN 151990)BrianE.Tumauer (SBN 214768)FREEDMAN & TAITELMAN, LLP1901 Avenue o f the Stars, Suite 500Los Angeles, California90067

310-201-0005 fax no.: 310-201International Creative Management. Inc

"srarroiarnumber, and address):

TELEPHONE NO.:ATTORNEY FOR ((Name):SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELESstreet address: 111 N . H ill Street

MAILING ADDRESS:cityandzip code: Los Angeles, California 90012BRANCH NAME: CENTRAL

0045

case name: International Creative Management, Inc. v. PaulDelvecchi, Jr.

FOR COURT US e ONLYFILED

APR 1.2 201*

CM-Q1Q

CIVIL CASE COVER SHEET[~x~1 Unlimited Limited(Amount (Amountdemanded demanded isexceeds $25,000) $25.000 or less)

Complex Case DesignationI I Counter I I JoinderFiled withfirst appearance bydefendant(Cal. Rules ofCourt, rule 3.402)

CASE NUMBER:BC48 2 741JUDGE:DEPT:

Items 1-6 belowmustbe completed (see instructionsonpage 2).1. Check one boxbelow for the case type that best describes this case: Provisionally Complex Civil Litigation(Cal. Rules of Court, rules 3.400-3.403)

I I Antitrust/Trade regulation(03)1 I Construction defect (10)I IMass tort (40)I I Securities litigation (28)I I Environmental/Toxic tort(30)I I Insurance coverage claims arising fromthe

above listed provisionally complex casetypes (41)

Enforcement of JudgmentI I Enforcementof judgment(20)Miscellaneous Civil ComplaintI IRICO (27)I I Othercomplaint (not specified above) (42)Miscellaneous Civil Petit ionI I Partnership and corporate governance (21)I I Other petition (notspecified above) (43)

2.

Contrac tBreach of contract/warranty (06)Rule 3.740 collections (09)Other collections (09)Insurance coverage (18)Other contract (37)

Au to T o rtH A u t o (22)

Uninsured motorist (46)Other PI/PD/WD (Personal Injury/PropertyDamage/Wrongful Death) Tortr~ l Asbestos (04)I IProduct liability (24)I IMedical malpractice(45)I IOther PI/PD/WD (23)Non-PI/PD/WD (Other) Tort

Real PropertyI I Eminent domain/Inversecondemnation (14)CD Wrongful eviction (33)

rn Business tort/unfair business practice (07) O 0,her real V0**** I ICivil rights (08)1 IDefamation (13)I IFraud (16)I IIntellectual property (19)I IProfessional negligence (25)I IOther non-PI/PD/WD tort (35)EmploymentI IWrongful termination (36)I IOtheremployment (15)

Unlawful DetainerI ICommercial (31)I IResidential (32)I IDrugs (38)Judic ia l ReviewI IAsset forfeiture (05)I IPetition re: arbitration award (11)I IWritofmandate (02)I IOther judicial review (39)

Thiscase I I is I x I is not complex underrule3.400oftheCalifornia RulesofCourt. Ifthe case iscomplex, mark thefactors requiring exceptional judicial management:a. I I Large number ofseparately represented parties d. I I Large number ofwitnessesb. I I Extensive motion practice raising difficultornovel e. I ICoordinationwith related actions pending in one ormore courtsissues thatwill be lime-consuming to resolve inothercounties, states, or countries, or ina federal courtc. I ISubstantial amountofdocumentary evidence f. I I Substantial post-judgment judicial supervision3. Remedies sought (check all that apply): a. SH monetary b. CED nonmonetary; declaratory or injunctive relief c. 1ZZ1 punitive4. Number ofcauses ofaction(specify): 1)Breach ofWritten Contract, 2)IntheAltemativ^f-B^each ofOral Contract, 3)Quantum Meruit,5. This case 1 I is I x 1isnot a classaction suit. 4)Accounting, ancj;6. Ifthere are any known related cases, file and serve a notice of related case/Date: April 12,2012Bryan J. Freedman (SBN 151990(TYPE OR PRINT NAME)

lentT")iCM-015.)

OF PARTY OR ATTORNEY FOR PARTY)NOTICE Plaintiff must file thiscoversheet with the first paper filed inthe action or proceeding (exceptsmall claims cases orcases filedunderthe ProbateCode,Family Code,orWelfare and Institutions Code). (Cal. RulesofCourt, rule3.220.) Failure to file mayresult

in sanc t ions .sFile this cover sheet in addition to any cover sheet required by local court rule.iS If this caseiscomplex under rule 3.400 etseq.oftheCalifornia Rules ofCourt, you must serve a copy ofthis cover sheet on all,!} otherpartiestothe action or proceeding. Unlessthis is a collections case under rule3.740ora complex case, this cover sheet will be used forstatistical purposes only.\ _ Pagt1of2

FortsAdoptedtorMandatory UseJudicial Council of CaliforniaCM410(Rav. July 1.2007)

CIVIL CASE COVER SHEET ScfjZj Cal. Rutaaof Court,rulas 2.30. 3.220.3.400-3403,3.740.ins- Cal. Standards ofJudicial Administration. Hd. 310US


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INSTRUCjJInS ON HOW TO COMPLETE THE COV^SHEET CM-10To Plaintiffs and Cohere Filing First Papers. If you are filing a first paper (for example, a complaint) in ai civil case " !"complete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1. This informal on will be used to compilestatistics about the types and numbers of cases filed. You must complete items 1through 6on the sheet. In item 1, you must checkone box for the case type that best describes the case. If the case fits both ageneral and amore specific type of case listed in item 1,check the more specific one. If the case has multiple causes of action, check the box that best indicates the primary cause of actionTo assist you in completing the sheet, examples of the cases that belong under each case type in item 1are prov.ded below. Acoversheet must be filed only with your initial paper. Failure to file acover sheet with the first paper filed in acivil case may subject aparty, itscounsel orboth to sanctions under rules 2.30 and 3.220 oftheCalifornia Rules ofCourt.To Parties in Rule 3.740 Collections Cases. A"collections case" under rule 3.740 is defined as an action for recovery ofmoney owedin asum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from atransaction in whichproperty, services, or money was acquired on credit. Acollections case does not include an action seeking the following: (1) tortdamages. (2) punitive damages. (3) recovery of real property, (4) recovery of personal property, or (5) aprejudgment writ of attachment.The identification of acase as arule 3.740 collections case on this form means that it will be exempt from the general time-for-servicerequirements and case management rules, unless adefendant files aresponsive pleading. Arule 3.740 collections case will be subjecttotherequirements for service and obtaining a judgment in rule 3.740. *....To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet odesignate whether thecase is complex. If aplaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated bycompleting the appropriate boxes in items 1and 2. If aplaintiff designates acase as complex, the cover sheet must be served wi h hecomplaint on all parties to the action. Adefendant may file and serve no later than the time of its first appearance ajonderiin theplaintiffs designation, acounter-designation that the case is not complex, or, if the plaintiff has made no designation, adesignation thatthe case is complex. CASE TYPES and examplesAuto TortAuto (22)Personal Injury/PropertyDamage/WrongfulDeathUninsured Motorist (46) {Ifthe

case involves an uninsuredmotoristclaim subject toarbitration, check this iteminstead of Auto)Other PI/PD/WD (Personal Injury/Property Damage/Wrongful Death)

TortAsbestos (04)

Asbestos Property DamageAsbestos Personal Injury/Wrongful DeathProduct Liability(not asbestos ortoxic/environmental) (24)

Medical Malpractice (45)Medical Malpractice-

Physicians & SurgeonsOther Professional Health CareMalpractice

Other PI/PD/WD (23)Premises Liability (e.g., slipand fall)Intentional Bodily Injury/PD/WD(e.g., assault, vandalism)

Intentional Infliction ofEmotional DistressNegligent Infliction ofEmotional Distress

Other PI/PD/WDNon-PI/PD/WD (Other) Tort

Business Tort/Unfair BusinessPractice (07)Civil Rights (e.g., discrimination,false arrest) (not civilharassment) (06)Defamation (e.g.. slander, libel)(13)Fraud (16)Intellectual Property (19)Professional Negligence (25)Legal Malpractice


19/22

short title: International Creative Management, Inc. v. Paul Delvecchi, Jr. CASE NUMBER UC48274*CIVIL CASE COVER SHEET ADDENDUM AND

STATEMENT OF LOCATION{CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION)This form is required pursuant to Local Rule 2.0 In all newcivil case filings in the LosAngeles Superior Court.

Item I. Check the types ofhearing and fill in the estimated length ofhearing expected for this case:JURY TRIAL? CD YES CLASS ACTION? YES LIMITED CASE? YES TIME ESTIMATED FO R TRIALX I IHOURS/IT1 PAY?Item II. Indicate thecorrect district and courthouse location (4steps- If you checked "Limited Case", skip to Item III, Pg. 4):Step 1: After first completing the Civil Case Cover Sheet form, find the main Civil Case Cover Sheet heading for yourcase in the left margin below, and, to the right in Column A, the Civil Case Cover Sheet case type you selected.Step 2: Check one Superior Court type of action in Column Bbelow which best describes the nature of this case.Step 3: In Column C, circle the reason for the court location choice that applies to the type of action you havechecked. Foranyexception to the court location, see Local Rule 2.0.

Applicable Reasons for Choosing Courthouse Location (seeColumn C below)1. Class actions must be filed in the Stanley Mosk Courthouse, central district.2. May be filed in central (other county, or nobodily injury/property damage).3. Location where cause of action arose.4. Location where bodily injury, deathordamage occurred.5. Location where performance required ordefendant resides.

6. Location of property orpermanently garaged vehicle.7. Location where petitioner resides.8. Location wherein defendant/respondent functions wholly.9. Location where one ormore of the parties reside.10. Location of Labor Commissioner Office

Step 4: Fill in the information requested on page 4 in Item III; complete Item IV. Sign the declaration.

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pauly d lawsuit 2

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