FILED: NEW YORK COUNTY CLERK 08/07/2013 INDEX NO. 652772/2013

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/07/2013

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK Index No. --------------------

SUMMONS

Designated county of trial:

New York

ROUND HILL MUSIC, LLC, .. ----------------~--~--------------------

The basis of the venue designated is: C.P.L.R. § 503(a)

Plaintiff -against-

ROYSTON LANGDON, Defendant

To the above named defendant:

Plaintiffs address (ifvenue based

on residence of plaintiff): ---------::---:--------

400 Madison A venue, 18th Floor New York, New York 10017

Date Summons filed with the clerk of the court: August 7, 2013

YOU ARE HEREBY SUMMONED and required to serve upon plaintiffs attorney, at the address stated below, an answer to the attached complaint within twenty (20) days after the service of this summons, exclusive of the day of service, or within thirty (3 0) days after service is complete if this summons was not personally delivered to you within the State ofNew York; upon your failure to answer, judgment will be taken against you by default for the relief demanded in the complaint.

Dated: August 7, 2013

Defendant's Address: Royston Langdon c/o Kenneth Freundlich Freundlich Law 16133 Ventura Blvd., Ste. 1270 Encino, CA 91436

0518.1/45578-00002

(Plaintiffs attorney must sign above d type name below)

Christine Lepera MITCHELL SILBERBERG & KNUPP LLP

Attorneys for Plaintiff Office and Post Office Address: 12 East 49th Street, 30th Floor New York, New York 10017

Telephone No: (212) 509-3900

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

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ROUND HILL MUSIC, LLC,

Plaintiff,

-against-

ROYSTON LANGDON,

Defendant.

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Index No.

COMPLAINT

Jury Trial Demanded

Plaintiff Round Hill Music, LLC ("Round Hill" or "Plaintiff'), by and through its

undersigned attorneys, as and for its Complaint against Defendant Royston Langdon ("Langdon"

or "Defendant"), alleges as follows:

STATEMENT OF THE CASE

1. Plaintiff is a music company that is in the business of, inter alia, licensing

and collecting royalties for musical compositions and sound recordings. Defendant Langdon is

the lead singer and principal songwriter of the rock band "Spacehog." Plaintiff brings this action

to enforce its rights under a contract which Langdon has improperly repudiated and otherwise

breached.

2. On or about December 20,2012, Plaintiff and Langdon entered into three

interrelated contracts pursuant to which Plaintiff acquired various rights in Langdon's musical

works. One of these three contracts was entitled "Purchase Agreement." Pursuant to its terms,

Plaintiff agreed to pay (and did pay) Langdon $160,000 in exchange for Langdon's assignment

and transfer to Plaintiff of all of his right, title and interest (including all income interests and

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copyrights) to certain enumerated compositions solely written by Langdon, and to Langdon's

share of certain enumerated compositions co-written by him (hereafter, collectively, the

"Compositions").

3. A document called "Assignment" was annexed as an exhibit to the

Purchase Agreement. Langdon provided Plaintiff with an executed copy of the Assignment. In

the Assignment, Langdon expressly assigned and transferred to Plaintiff all of his right, title and

interest (including copyrights and income interests) to the Compositions.

4. In the Purchase Agreement, Langdon provided Plaintiff with extensive

representations and warranties that he owned and controlled all right, title and interest to the

Compositions, and that there were not any encumbrances upon, or adverse claims against, the

Compositions. Langdon further represented and warranted in the Purchase Agreement that he

had provided Plaintiff with all agreements which Plaintiff "would need to review or have access

to in order to make a determination and assessment of [Langdon's] rights to" the Compositions.

5. Shockingly, shortly after executing the Purchase Agreement and the

Assignment, Langdon effectively ripped the heart out of the parties' deal. Specifically,

Langdon's counsel asserted that Langdon had not transferred (and will not transfer) any right,

title and interest (including copyrights) to the Compositions to Plaintiff, because to do so would

purportedly breach contracts which Langdon claims to have entered into with the other members

of Spacehog - but which Langdon has never provided to Plaintiff.

6. Through this outrageous conduct, Langdon egregiously breached his key

affirmative obligations under the Purchase Agreement and the Assignment. Simply put,

Langdon has wrongly repudiated his valid transfer of all of his right, title and interest in the

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Compositions to Plaintiff- and thereby seeks to render the Purchase Agreement entirely

meaningless. Langdon is obligated to honor and confirm his transfer of the Compositions to

Plaintiff, irrespective of whether doing so gives rise to claims by the other members of Spacehog

against him.

7. Langdon has further breached all of his aforementioned material

representations and warranties in the Purchase Agreement by virtue of (a) the contentions now

asserted by his counsel, and (b) his failure to provide Plaintiff with his agreements with the other

Spacehog members prior to executing the Purchase Agreement.

8. Accordingly, in this action, Plaintiff seeks a declaration that Langdon has

transferred to Plaintiff all his right, title and interest in the Compositions to Plaintiff effective as

of December 20, 2012, or alternatively, an order of specific performance compelling Langdon to

effectuate such transfer. Plaintiff also seeks monetary damages and an award of its reasonable

costs and attorneys' fees, pursuant to the clause of the Purchase Agreement which entitles the

prevailing party in any litigation to enforce its terms to such an award.

THE PARTIES

9. Plaintiff is a Delaware limited liability company that maintains its

principal place of business at 400 Madison Avenue, 18th Floor, New York, New York 10017.

10. Upon information and belief, Langdon is a citizen of the United States and

a resident ofthe State ofNew York.

JURISDICTION AND VENUE

11. This Court has personal jurisdiction over Defendant pursuant to New York

C.P.L.R. §§ 301 and 302 because, inter alia, he is a resident of the State ofNew York, is doing

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business in the State of New York, has engaged in acts in violation of Plaintiff's rights in the

State of New York, and has been and is causing injury to Plaintiffs in the State of New York.

Additionally, Defendant consented to submit to the personal jurisdiction of this Court in Section

17(a) ofthe so-called "Purchase Agreement" that is defined in Paragraph 2 of this Complaint.

12. Venue is proper in the County ofNew York under C.P.L.R. § 503.

Additionally, Langdon consented to this venue in Paragraph 17(a) of the Purchase Agreement.

FACTS APPLICABLE TO ALL COUNTS

A. Plaintiff and Langdon Sign Three Interrelated Contracts

13. On or about December 20,2012, Plaintiff and Langdon entered into three

interrelated contracts: a Purchase Agreement, a Publishing Agreement, and a Master Purchase

Agreement (hereafter, the "Round Hill/Langdon Agreements"). During the negotiation of these

contracts, it was expressly understood and agreed between the parties that Plaintiff would not

consent to the terms of any of the Round Hill/Langdon Agreements unless the parties entered

into all three ofthem simultaneously.

14. Under the terms of the Purchase Agreement, Plaintiff agreed to pay (and

did pay) Langdon $160,000 in exchange for Langdon's assignment and transfer to Plaintiff of all

ofhis right, title and interest (including all income interests and copyrights) to the Compositions.

A schedule of the Compositions is annexed as an exhibit to the Purchase Agreement. There are

sixty-one (61) Compositions in total.

15. Under the terms of the Publishing Agreement, Round Hill was designated

and agreed to serve as the publisher for all compositions written and/or co-written by Langdon

that were not transferred to Plaintiff under the Purchase Agreement. Under the terms of the

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Master Purchase Agreement, Langdon agreed to transfer all right, title and interest to Plaintiff in

a master recording of a composition entitled "In the Meantime", in exchange for certain specified

royalty payments to Langdon. (The underlying composition "In the Meantime" is one ofthe

Compositions transferred to Plaintiff under the Purchase Agreement.)

B. The Terms of the Purchase Agreement

1. Langdon Sells and Assigns to Plaintiff All His Right, Title and Interest in the Compositions

16. As noted above, in the Purchase Agreement, Langdon sold Plaintiff all of

his right, title and interest (including all income interests and copyrights) to sixty-one (61)

compositions written and/or co-written by Langdon that were set forth on an attached schedule

(hereafter, the "Compositions") in exchange for a payment which Plaintiff made to Langdon in

the amount of$160,000. This sale is memorialized in Paragraph 2 ofthe Purchase Agreement.

17. Specifically, Paragraph 2 of the Purchase Agreement states that, in

exchange for payment of $160,000, Langdon "sells, assigns, transfers, conveys, grants, delivers

and sets over" to Plaintiff "all of Seller's Interest .... " "Seller's Interest" is defined in

Paragraph 23(h) of the Purchase Agreement as including "all of Seller's ownership interest

and/or participation interest in and to the Compositions and all related interests in the Assets

.... " The "Assets," in turn, are defined as including (but not being limited to) "[a]ll copyrights

and the rights to and under copyright that are owned by Seller in and to the Compositions

throughout the world", the so-called "writer's share" and "publisher's share" of the

Compositions, and the "right to audit, collect and retain all gross monies due from any source or

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sources with respect to Seller's Interest with respect to the Compositions received by Seller

and/or Seller's administrators and/or agents .... "1

18. Moreover, a document entitled "ASSIGNMENT OF COPYRIGHT"

(hereafter, the "Assignment") is annexed as an exhibit to the Purchase Agreement. Under the

terms of the Purchase Agreement, the Assignment was required to be, and in fact was, signed by

Langdon. The Assignment conveyed to Round Hill "an undivided one hundred percent (100%)

interest, including, without limitation, the worldwide copyright interest and related

administration rights, in and to all of [Langdon's] interest in and to" the Compositions. The

Assignment further made clear that in addition to conveying the copyrights in the Compositions

to Plaintiff, Langdon also conveyed to Plaintiff"all of [Langdon's] right, title and interest in and

to the Compositions, effective throughout the universe and in perpetuity, including without

limitation: ... the lyrics, music and title of the Compositions," "the United States and word-wide

copyright associated with the Compositions," and the so-called "writer's share" and "publisher's

share" of the Compositions.

2. Langdon Makes Extensive Representations and Warranties Regarding His Unencumbered Ownership of the Compositions

19. The Purchase Agreement contains many representations and warranties by

Langdon that he owned and controlled- without any encumbrance whatsoever- all right, title

and interest (including all copyrights and income interests) in the Compositions. Plaintiff relied

1 The Purchase Agreement further provides that a certain income stream in the Compositions known as the "writer's share of public performance income" would revert from Plaintiff back to Langdon in 2022, but that Plaintiff would retain all other right, title and interest in the Compositions in perpetuity.

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upon these representations and warranties in agreeing to enter into the Round Hill/Langdon

Agreements. Indeed, Paragraphs 3 and 4 of the Purchase Agreement both explicitly state that

Plaintiff was relying upon these representations and warranties of Langdon in agreeing to pay

him the purchase price of$160,000. IfPlaintiffhad known that Langdon would contend that he

purportedly lacked the ability to convey any right, title and interest in the Compositions, then

Plaintiff obviously would not have entered into any of the Round Hill/Langdon Agreements.2

20. Langdon's representations and/or warranties regarding his unencumbered

ownership ofthe Compositions begin in the very first WHEREAS clause in the Purchase

Agreement, which states:

WHEREAS, [Langdon] owns the copyright interests, the writer royalty income interest and the publishing royalty income interest in and to the musical compositions, set forth on Schedule A (the "Compositions"), attached hereto and made a part hereof. . . . (emphasis added)

21. Moreover, the very first numbered paragraph of the Purchase Agreement

contains extensive representations and warranties by Langdon which include- but are not

limited to -the following:

• "[Langdon] is the sole and exclusive owner of all right, title and interest in Seller's Interest in the Compositions listed and set forth on Schedule A ... [T]o the best of [Langdon]'s knowledge no person or business entity other than [Langdon] has or may validly claim a proprietary or participatory interest in any of Seller's Interest. [Langdon] has good and marketable title in and to Seller's Interest .... "

2 By way of example, the master recording of "In the Meantime"- which was transferred to Plaintiff under the Master Purchase Agreement - does not have value to Plaintiff absent Langdon's transfer to Plaintiff of the underlying composition embodied in that recording pursuant to the terms of the Purchase Agreement.

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• "No adverse claim of any nature, kind or description is known by [Langdon] to exist ... with respect to: (1) the Compositions or any rights or interests of [Langdon] therein, including without limitation, the copyrights therein; or (2) any agreements between [Langdon] and anyone else relating to the Compositions."

• " ... [Langdon] is fully empowered to transfer the Compositions to [Plaintiff], free and clear of any and all Liens, bankruptcies, judgments, lawsuits or other past or present causes of action associated with [Langdon]"

• "[Langdon] is not bound by any agreement, understanding or arrangement concerning the publication, recording, distribution or other exploitation of any of the Compositions in any country, including the United States."

• "[Langdon] has all necessary right, power, legal capacity and authority to sell, assign and transfer the Seller's Interest to [Plaintiff] as provided herein .... No approvals or consents of any persons or entities other than [Langdon] are necessary in connection therewith .... "

• "All material conditions to the effective and binding sale, assignment and transfer contemplated by this Agreement have been satisfied, including without limitation, the obtaining of any consent or approval ... of any third party .... "

• "None ofthe material representations and warranties made by [Langdon] ... contains or will contain any untrue statement of a material fact, or omits or will omit any material fact the statement or omission of which would be misleading and materially affect the rights and/or monies acquired hereunder by [Plaintiff]."

(emphasis added). Additionally, in Paragraph Number 5 ofthe Purchase Agreement, Langdon

further represented and warranted that he "has no knowledge of any document, agreement or

anything else which [Plaintiff] would need to review or have access to in order to make a

determination and assessment of [Langdon's] rights to the Assets, and income with respect

thereto, other than those to which it has given [Plaintiff] access prior to the Closing Date."

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22. As set forth below, Langdon now claims he misrepresented every single

one of the foregoing statements by falsely representing them to be true. These bold repudiations

constitute an unambiguous and full-scale breach of every single one of these representations and

warranties in the Purchase Agreement.

23. Under the Purchase Agreement, Plaintiff has clear- and non-exclusive-

remedies in the event of a breach by Langdon of his representations and warranties. Inter alia,

Paragraph 4 states that any uncured breach of Langdon's representations and warranties "will

cause [Plaintiff] irreparable damages," and thus Plaintiff "will be entitled to seek injunctive and

other equitable relief, in addition to whatever legal remedies are available, to prevent or cure any

such breach or threatened breach." Paragraph 20 further states that in the event of any legal

action "for the enforcement of this Agreement ... or because of an alleged ... breach ... the

prevailing Party shall be entitled to recover reasonable outside attorneys' fees and other costs

incurred in that action or proceeding, in addition to any other relief to which it may otherwise be

entitled."

C. Langdon Repudiates the Purchase Agreement and the Assignment and Breaches His Representations and Warranties to Plaintiff

24. Shortly following the entry of the Round Hill/Langdon Agreements,

Langdon boldly and expressly repudiated his obligations under the Purchase Agreement and the

Assignment. Specifically, Langdon's counsel informed Plaintiff (and has continued thereafter to

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take the position) that Langdon has not conveyed (and will not convey) to Plaintiff all of his

right, title and interest (including income interests and copyrights) in and to the Compositions)

25. Langdon's counsel has purported to justify this outrageous repudiation by

asserting that: (a) in certain pre-existing contracts between Langdon and the other members of

Spacehog (hereafter, the "Spacehog Contracts"), Langdon purportedly promised that he would

obtain the unanimous consent of the other Spacehog members before he transferred any of his

own copyright interests (or any related interests other than certain limited income streams) in his

compositions to a third party; and (b) Langdon purportedly has not obtained the unanimous

consent of the other Spacehog members to assign any right, title and interest in the Compositions

to Plaintiff. These contentions, even if true, in no way justify or permit Langdon's breach of the

Purchase Agreement.

26. Langdon has refused to provide Plaintiff with any of the Spacehog

Contracts, despite Plaintiffs requests for same. Regardless, and in all events, the assertion by

Langdon's counsel that he lacks the power to convey the Compositions to Plaintiff does not

entitle him to repudiate the Purchase Agreement. Even if Langdon's assignment and transfer of

all of his right, title and interest in and to the Compositions to Plaintiff will give rise to claims

against him by the other members of Spacehog for breach of the alleged Spacehog Agreements,

that does not deprive Langdon of his power to transfer the Compositions to Plaintiff, or allow

him to seek to invalidate the Purchase Agreement and Assignment.

3 Langdon's counsel further contended that Langdon will not convey any ownership interest in the Compositions to Plaintiff.

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27. Langdon's counsel has admitted the obvious fact that his repudiation and

refusal to comply with the terms of the Agreement and Assignment constitutes a breach of his

contractual obligations to Plaintiff. Inter alia, on April 10, 2013, Defendant's attorney sent

Plaintiff an email stating, in part, the following:

... I know [Langdon] is in a delicate position, having made an agreement with Round Hill that he was, as it turns out, not permitted to make, but the other shareholders are his current bandmates and his brother. Whether through naivete or faulty memory, [Langdon] thought he was able to assign his interest in the publishing AND he thought he was assigning only his share of [an income interest stream known as] the publisher's share .... (emphasis added)

28. In sum, Langdon has violated his affirmative obligations under the

Purchase Agreement and the Assignment, has breached all of his material representations and

warranties to Plaintiff in the Purchase Agreement, including his representation and warranty that

he had "no knowledge of any document, agreement or anything else which [Plaintiff] would

need to review or have access to in order to make a determination and assessment of [Langdon's]

rights to the Assets, and income with respect thereto, other than those to which it has given

[Plaintiff] access prior to the Closing Date."

29. Langdon's substantial and material breaches of his affirmative contractual

obligations and his representations and warranties are not only depriving Plaintiff of its right to

unencumbered ownership and use of the Compositions, but are also causing substantial monetary

injury to Plaintiff. Specifically, Defendants' repudiation of the Purchase Agreement and the

Assignment is preventing Round Hill from being able to collect all income due and owing from

the use of the Compositions, and from entering into new deals to license and otherwise exploit

the Compositions and the master recording of "In the Meantime."

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30. Plaintiff is therefore entitled to: (1) a declaration that Langdon has

transferred to Plaintiff all his right, title and interest in the Compositions to Plaintiff effective as

of December 20, 2012; (2) damages to compensate Plaintiff for lost income suffered on account

of Defendants' wrongful repudiation; and (3) an award of Plaintiffs' attorneys' fees and costs

pursuant to Paragraph 20 of the Purchase Agreement. In the alternative to a declaratory

judgment, Plaintiff is entitled to an order of specific performance, directing Plaintiff to effectuate

the transfer of all right, title and interest in and to the Compositions to Plaintiff, or an award of

the profits which Plaintiff would have made under the Round HilliLangdon Agreements over the

life of the Compositions.

COUNT I DECLARATORY JUDGMENT

31. Plaintiff repeats and realleges the allegations set forth in Paragraphs 1

through 30 above, as if they were fully set forth herein.

32. The Purchase Agreement and the Assignment are valid and enforceable

contracts between Plaintiff and Langdon.

33. Langdon wrongly asserts that he cannot and will not assign and transfer all

right, title and interest (including copyrights) in the Compositions to Plaintiff.

34. Plaintiff is entitled to a declaration that Plaintiff is the rightful and

unencumbered owner of all right, title and interest (including copyrights) in the Compositions, as

set forth in the Purchase Agreement and the Assignment, effective December 20, 2012.

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COUNT II SPECIFIC PERFORMANCE

35. Plaintiff repeats and realleges the allegations set forth in Paragraphs 1

through 34 above, as if they were fully set forth herein.

36. The Purchase Agreement and the Assignment are valid and enforceable

contracts between Plaintiff and Langdon.

3 7. Pursuant to the Purchase Agreement and the Assignment, Langdon is

required to assign and transfer all right, title and interest (including copyrights and income

interests) in the Compositions to Plaintiff.

38. Langdon refuses to comply with, and is in breach of, his obligation to

assign and transfer all right, title and interest (including copyrights and income interests) in the

Compositions to Plaintiff.

39. The Compositions are unique and Plaintiff cannot be adequately

compensated for the aforementioned breach by money damages.

40. Based upon the foregoing, and in the alternative to Plaintiffs cause of

action for Declaratory Judgment, Plaintiff is entitled to an Order of specific performance,

directing Langdon to assign and transfer all his right, title and interest (including copyrights and

income interests) in the Compositions to Plaintiff.

COUNT III BREACH OF CONTRACT

41. Plaintiff repeats and realleges the allegations set forth in Paragraphs 1

through 40 above, as ifthey were fully set forth herein.

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42. The Purchase Agreement and the Assignment are valid and enforceable

contracts between Plaintiff and Langdon.

43. Langdon has breached the Purchase Agreement (including but not limited

to the representations and warranties therein) and the Assignment through the conduct alleged

above.

44. Plaintiff is entitled to direct and consequential damages which it has

suffered as a result of Langdon's wrongful repudiation ofthe Purchase Agreement and the

Assignment.

45. Additionally, and in the alternative to Plaintiff's causes of action for

Declaratory Judgment and Specific Performance, Plaintiff is entitled to an award of the profits

which it would have made under the Round Hill/Langdon Agreements over the life of the

Compositions.

46. Plaintiff's aforementioned direct and consequential damages will be

quantified at trial, but in no event are less than $300,000.

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WHEREFORE, Plaintiff demands judgment as follows:

1. On Count I, a declaration that Plaintiff is the rightful and unencumbered

owner of all right, title and interest (including copyrights and income interests) in the

Compositions effective December 20, 2012;

2. On Count II, an Order of specific performance, directing Langdon to

assign and transfer all his right, title and interest (including copyrights and income interests) in

the Compositions to Plaintiff;

3. On Count III, direct and consequential damages in an amount to be

determined at trial, but no less than $300,000, plus interest; and

4. Plaintiffs reasonable attorneys' fees and costs.

DEMAND FOR JURY TRIAL

Plaintiff demands a jury trial for all claims that are so triable.

Dated: New York, New York August 7, 2013

5418502.7/45578-00002 -15-

MITCHELL SILBERBERG & KNUPP LLP

By:~~sc~ C istme Lepera Jeffrey M. Movit 12 East 49th Street - 3oth Floor New York, New York 10017 (212) 509-3900 (P) (212) 509-7239 (F)

Attorneys for Plaintiff