FILED: NEW YORK COUNTY CLERK 05/29/ :33 PM INDEX NO /2013 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 05/29/2015

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1 FILED: NEW YORK COUNTY CLERK 05/29/ :33 PM INDEX NO /2013 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 05/29/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X MAGILLA ENTERTAINMENT LLC, : AMENDED Plaintiff, : COMPLAINT -against- : Index No.: /13 AARON ROTHMAN and IRAD EYAL, individually : and doing business as HAYMAKER PRODUCTIONS, LLC, HAYMAKER MEDIA INC., and HAYMAKER : CONTENT LLC. Defendants. : X Plaintiff Magilla Entertainment, LLC alleges as follows: INTRODUCTION 1. This action arises out of a written agreement between Plaintiff, a successful and well recognized independent television production company in the field of non-scripted reality television, and Defendant Aaron Rothman ( Rothman ), who was seeking to create and build his own television production company. In exchange for a one-third interest in a new company that was to be formed by Rothman, and one-third of such entities net profits, Plaintiff agreed to provide Rothman with office space and overhead, and a development budget consisting of inkind services and pre-approved cash allocations, to allow his company to develop non-scripted television concepts to pitch to television networks. 2. Most importantly, by virtue of Plaintiff s ownership interest and involvement, Rothman and his fledging business would be able to take advantage of Plaintiff s expertise, experience and precedent, as well as obtain the credibility and good will associated with Plaintiff s good name and reputation in the television industry. 1

2 3. Rothman and his business entity took the benefits of the bargain, and secured a production deal with the BRAVO television network for a reality television show entitled Southern Charm. Having used Plaintiff to gain a foothold as a fully functioning television production company, Rothman and his partner Irad Eyal ( Eyal ) literally packed up and moved out of Plaintiff s offices, and now seeks to exclude Plaintiff from any profit participation and/or ownership interest in the business entity, and refuses to properly reimburse Plaintiff as per the terms of the parties written agreement. THE PARTIES 4. At all times relevant herein the plaintiff Magilla Entertainment LLC ( Magilla or Plaintiff ) was, and still is, a limited liability corporation duly organized and existing under and by virtue of the laws of the State of New York and maintained an office for the transaction of business in the City, County and State of New York. 5. Upon information and belief at all times relevant herein the defendant Haymaker Productions, LLC ( Haymaker Productions ) was, and still is, is a limited liability corporation duly organized and existing under and by virtue of the laws of the State of New York and maintained an office for the transaction of business in the City, County and State of New York. 6. Upon information and belief at all times relevant herein the defendant Haymaker Media Inc. ( Haymaker Media ) was, and still is, a corporation duly organized and existing under and by virtue of the laws of the State of New York and maintained an office for the transaction of business in the City, County and State of New York Upon information and belief at all times relevant herein the defendant Haymaker Content, LLC ( Haymaker Content ) was, and still is, a limited liability corporation duly organized and existing under and by virtue of the laws of the State of New York, and maintained 2

3 an office for the transaction of business in the city, County and State of New York as well as in Los Angeles, California. Haymaker Productions, and Haymaker Media and Haymaker Content are hereinafter sometimes referred to collectively as the Haymaker Entities Defendant Rothman is an individual who, upon information and belief, resides in the City, County and State of New York. Upon information and belief Rothman is a managing member of, Haymaker Productions and the sole or majority shareholder of, the Haymaker Entities.Haymaker Media. 9. Upon information and belief, Rothman is the one of the two persons in control of the Haymaker Entities. 10. Defendant Eyal is an individual who, upon information and belief, resides in the City, County and State of New York, and also maintains an address in Los Angeles, California Upon information and belief, Eyal is one of the two persons in control of the Haymaker Entities. JURISDICTION AND VENUE This Court has jurisdiction of this matter as Magilla, the Haymaker Entities, and Rothman and Eyal are all residents of the State of New York and all of the events complained of by Plaintiff occurred in the State of New York Jurisdiction in this Court is proper as the contract at issue provides that it shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into, and to be performed, wholly within such State of New York and any actions related thereto shall be under the exclusive jurisdiction of the courts of the City, County and State of New York. 3

4 Venue is proper in New York County in accordance with the written agreement of the parties and by the fact that Plaintiff maintains its principal office in New York County. FACTS Magilla is an independent television production company recognized as one of the leaders in the field of non-scripted television. Magilla has achieved success with reality television shows such as The Long Island Medium, Moonshiners, Bayou Billionaires, and Jersey Couture, among others Additionally, Magilla and its owners have cultivated profitable relationships with dozens of media outlets, including without limitation ABC, AMC, Bravo, CMT, Discovery, DIY, E!, the Food Network, FX, HGTV, Lifetime, MTV, Oxygen, Style, TLC, the Travel Channel, trutv, the History Channel and VH1, among others Magilla s continued success is largely due to the experience of its team, the quality of the product created by them, as well as the cultivation of its reputation in the industry, which was carefully built on a foundation of professionalism, honesty and integrity Rothman, knowing of Magilla s success in the industry, and its excellent reputation, sought to create a relationship with Magilla in order to take advantage of Magilla s infrastructure, resources, expertise, experience, precedent and reputation. Magilla, for its part, believed in Rothman s talents and abilities, and his honesty and integrity In or about November 2012, Rothman approached Magilla about working together. Rothman wanted to use Magilla s infrastructure and good will in the industry, and take advantage of Magilla s expertise, experience and precedent, to help secure a production budget for a reality television show that, upon information and belief, Rothman had in development with 4

5 the Bravo television network ( Bravo ), and also to further his goal of establishing a full-fledged production company Rothman told Magilla that he was concerned about the difficulty of running and financing a television production company. Rothman and Magilla entered into negotiations for the purpose of forming a partnership, which negotiations lead to a written agreement The written agreement that was reached provided that Magilla would provide a Rothman entity, which was to be formed and which came was to be named Haymaker Productions, LLC, with a development budget in the form of office space, overhead, personnel, back office production capabilities, equipment and pre-approved cash allocations, valued at up to Two Hundred Thousand ($200,000) per annum, for the purpose of allowing Haymaker Productions to produce the Bravo show and other non-scripted television concepts to pitch to third party television networks, studios, broadcasters and financiers, among others Rothman let Bravo know that his new company Haymaker Productions had partnered with Magilla, and that Magilla would lend its production capabilities, infrastructure and expertise to the Bravo show, and also allow Rothman to produce and develop other nonscripted television concepts In exchange, Magilla would receive a one third ownership interest in Haymaker Productions and/or any other company created by Haymaker Productions for the purpose of producing a specific show, including without limitation, all the Haymaker Entities, together with one third of Haymaker Production s and/or the Haymaker Entities net profits With regard to the funds and services that were to be provided by Magilla, the parties agreed that Haymaker Productions, and any entity created by Haymaker Productions for the purpose of producing a specific show, would have access to certain defined in-kind 5

6 services that would be provided by Magilla. As per the terms of the parties agreement, Magilla would bill such in-kind services at a reduced in house rate, which services would otherwise but for the agreement would have to had been obtained by Haymaker Productions from third party vendors billed at a significantly higher market ratecost rate The agreement further provided that it would be for an initial 24 month term, with mutual options to extend for additional 12 month periods. At the conclusion of the term, Haymaker Productions would have the option to acquire up to 13% of Magilla s equity at a buyout price that would be negotiated in good faith at such time. In addition, at the time of the buyout of 13% of Magilla s equity, Haymaker would also reimburse Magilla for the fair market value of any unrecouped in-kind services that had been provided by Magilla together with the unrecouped cash allocations that Magilla had advanced The agreement further provided that until such time as Magilla had been reimbursed for the in-kind services and cash allocations, Magilla would own all right title and interest in and to all materials that had been developed by Haymaker Productions during the term of the agreement The agreement also provided that in the event that a any of the Haymaker Entitites Entity entered into a Production Agreement with a third party, pursuant to which such third party would fund the production of a television series, Haymaker would to the extent possible use Magilla as the production services company, and out of the budget provided by the third party, Haymaker would pay Magilla for its services at the in-kind rate. In the event that any in-kind services would not be included by the third party in the show s production budget, a rate for such in-kind services would be negotiated in good faith by Haymaker and Magilla and accounted for on a case by case basis. 6

7 The agreement was memorialized in a deal memorandum dated as of February 1, 2013 (the Deal Memo ). The Deal Memo confirmed the essential deal points of the agreement that had been reached by Magilla and Rothman The Deal Memo provided that Rothman had formed Haymaker Productions, and that the Deal Memo would remain in full force and effect until such time as the parties had executed an operating agreement with respect to Haymaker Productions. 30. Rothman agreed to sign the Deal Memo individually and on behalf of Haymaker Productions. 31. Rothman delayed signing the Deal Memo even though the parties had all agreed that a deal had been reached, and that the parties were operating under its terms. 32. On or about February 15, 2013 Rothman advised Magilla that Eyal was joining Haymaker Productions as a full partner, and that Bravo was moving forward with Haymaker Productions as the production company for the Southern Charm production. 33. As Rothman continued to delay signing the Deal Memo, Eyal stated to Magilla that Rothman was unable to sign any deals on behalf of Haymaker Productions without Eyal s signature. Eyal further stated that he had questions about the deal that had been reached between Haymaker Productions and Magilla that needed to be addressed, citing in particular his newly acquired ownership interest in Haymaker Productions. 34. Eyal began to express his reservations about the deal, and began to demand that Magilla agree to provide him with money for his living expenses On or about April 8, 2013 Magilla advanced to Rothman and Eyal the sum of Thirty Thousand DollarsFifteen Thousand Dollars ($1530,000) each. 7

8 When the executed Deal Memo was returned to Magilla, it was signed by Rothman on behalf of Haymaker Productions, but despite Rothman s agreement and the provision of a signature line for his individual signature, it did not contain Rothman s signature in his individual capacity. Although Rothman failed to sign the Deal Memo individually, at all times it was understood that at least up until the time that the parties entered into a fully drafted operating agreement for Haymaker Productions, Rothman would be bound to the agreement personally. The Deal Memo was dated as of February 1, Upon information and belief, Rothman advised Bravo that Magilla was in place as a partner with Haymaker Productions, which information provided Bravo with the level of comfort that it needed to feel secure in the knowledge that Haymaker Productions could competently produce the show Upon information and belief, Haymaker Media was formed on February 14, 2013 for the purpose of acting as the production company for the show which was entitled Southern Charm Upon information and belief, Bravo and Haymaker Media entered into a production agreement in or about February, 2013 for the purpose of producing Southern Charm As soon as Rothman had the Deal Memo in hand, and the signed production agreement with Bravo, he started to back track on his written agreement with Magilla, with the active participation and encouragement from Eyal For example Rothman: (a) always promised to provide Magilla with a draft of the Haymaker Productions operating agreement, but never did; and (b) was never clear about the status of the production agreement with Bravo for Southern Charm, and never provided Magilla with a copy of it. 8

9 In or about February, 2013, Rothman announced to Magilla that he had prepared and executed an operating agreement and that he had added an individual by the name of Irad Eyal ( Eyal ) as a new partner to the team. Despite repeated requests, Rothman never provided Magilla with a copy of the Haymaker Productions operating agreement., and as As a result Magilla; inter alia; never knew the exact status of Eyal s position and compensation arrangement, and how, if at all, it affected Magilla s interest in Haymaker Productions Despite Rothman s evasions and failure to fully communicate and cooperate, and Eyal s active attempts to undermine the agreement that Rothman had made with Magilla, Magilla continued to uphold its end of the bargain. Magilla provided the Haymaker Entities with back office support and provided the in-kind services necessary to produce Southern Charm as if Haymaker were a fully staffed production company In addition, Magilla provided Haymaker Productions with Thirty Thousand Dollars ($30,000) in funds, credit cards, and support and services which were used not only for the Southern Charm production, but for the production of four other network television reality shows and other reality television show concepts that were being developed by Haymaker Upon information and belief, the credit cards were used to; inter alia; pay for the expenses of travelling to and attending pitch meetings and industry trade shows, and travelling to scout various locations and to meet with talent In or about May, 2013, Magilla learned from a third party that Bravo had opened the budget for Southern Charm, which meant that the show was now funded and that monies would flow from Bravo to the Haymaker Entities for the purpose of producing episodes for the first season of Southern Charm. 9

10 As per the terms of the parties agreement, and Eyal s demands for same, Magilla started to present Haymaker with invoices for Magilla s goods and services, billed at the agreed upon in-kind rate, which rate was substantially below market value Rothman, encouraged at all times by Eyal, responded by telling Magilla that he had no intention of paying the bills, and that instead it was his intention not to reimburse Magilla for the in kind services that it had been, and would continue to, provide, but that instead he would keep all of the productions monies for his own account Rothman also told Magilla that now that Southern Charm was being fully funded by Bravo and was in production, and that Haymaker Productions was now up and running, he felt that he no longer needed Magilla and that he wanted to change the terms of the Deal Memo Magilla was in no position to stop providing its services to the Southern Charm production for to do so would damage its relationship with Bravo, which relationship was of upmost importance to Magilla. 51. On the evening on of Friday July 19, 2013, while the Magilla principals were out of town on business, Rothman literally under the cover of darkness moved his staff and equipment out of the Magilla offices, and then thereafter cut off all communication with Magilla. 52. On July 22, 2013, the very next business day following Haymaker Production s move from the Magilla offices, a new Haymaker entity was formed. The new entity was Haymaker Content LLC ( Haymaker Content ) Upon information and belief Eyal and Rothman are the members of Haymaker Content. Eyal is named as the agent for service of process on behalf of Haymaker Content, and correspondence from the Internal Revenue Service addressed to Haymaker Content dated July 22, 2013, is addressed to Eyal at his residence address. 10

11 Magilla attempted to work out a resolution of the dispute, but was unable to On or about September 3, 2012 Rothman and Eyal, on behalf of the Haymaker Entities, sent Magilla a letter with an enclosed check from Haymaker Media in the amount of $367,259.46, which was claimed to represent payment in full for all goods and services provided by Magilla and a complete buyout of all further obligations or interests of any kind with respect to the Deal Memorandum The amount of $367, represented the total of the invoices that had been provided to the Haymaker Entities through August 8, 2013 for good and services provided by Magilla to the Haymaker Entities at the agreed upon reduced in-kind rate Moreover, the invoices did not represent: (a) the full fair market value of the goods and services that had been provided by Magilla; (b) the value of the buy-out of Magilla s interest in the Haymaker Entities; (c) the value of the goods and services that had been provided by Magilla to Rothman and the Haymaker Entities for the four other shows that Haymaker had developed; (d) Magilla s ownership in the Development Material as per the terms of the Deal Memo; and (e) Magilla s share of the assets acquired and purchased by Haymaker and the Haymaker Entities Magilla negotiated the check that had been provided by Haymaker Media, and noted on the check that it was being accepted without prejudice, under protest and with a full reservation of rights On or about March 31, 2015 it was publically announced that Haymaker Content was the production company for a new reality television show airing on TLC in the third quarter Formatted: Indent: Left: 0", First line: 0.5", Add space between paragraphs of the same style of 2015 with the working title of Save My Style. 11

12 AS AND FOR A FIRST CAUSE OF ACTION AGAINST ALL DEFENDANTS ROTHMAN, HAYMAKER PRODUCTIONS, HAYMAKER MEDIA AND HAYMAKER CONTENT (Breach of Contract) Plaintiff repeats and realleges each and every allegation set forth in paragraphs 1 through 5949 as though herein at length set forth As more fully set forth above, Plaintiff and Defendants Rothman and the Haymaker Entities and Defendants had entered into a legally binding agreement for the formation of a television production company, in which Plaintiff Magilla would have a one-third interest subject to Defendants right to buy back 13% of that interest at the conclusion of the contracts term, leaving Plaintiff with a 20% interest in the production company The agreement further provided that pplaintiff would provide the newly formed company with office space and office overhead, cash, credit and goods and services at a substantially reduced rate for the purpose of developing reality television shows Plaintiff fully performed as required under the terms of the parties agreement Defendants failed to perform as required by the terms of the agreement by; inter alia; failing and refusing to provide Plaintiff with its ownership interest in Haymaker Productions and the Southern Charm television show, the four other shows that are in development, the other reality television show concepts that were being developed by Haymaker Productions and other assets acquired and purchased by Haymaker Productions and the Haymaker Entities Defendants further attempted to obtain Plaintiff s goods and service at a below market rate by promising the ownership interest, and then, after disavowing Plaintiff s ownership interest, refused to pay Plaintiff at the full market rate for the goods and services that had been provided. 12

13 Defendants also took with them valuable equipment and assets when they moved out of Plaintiff s offices without any prior notice - which equipment and assets were owned by Plaintiff in either whole or in part Such equipment included, without limitation, such items as cameras, computers and master tapes, all of part of which was paid for with Bravo funds, one-third of which belongs to Magilla In reliance upon Defendants commitments, Plaintiff provided Defendants with: 1) full use of its office space;, 2) full payment paid for Defendants office overhead;, 3) provided Defendants with back office support; 4), cash; 5), credit, and; 6) goods and services at a substantially reduced rate, and thereby causing Plaintiff to incured expenses and lost business opportunities By virtue of Defendants breach of the parties agreement, Plaintiff also sustained the loss of the anticipated profits from the Southern Charm production and Save My Style production, at least four other shows that the Haymaker Entities had in development and the other reality television show concepts that were being developed by Haymaker Productions As a result thereof Plaintiff has been damaged in an amount to be determined at trial, but in no less than Two Hundred and Fifty Thousand Dollars ($250,000), together with interest and the costs and disbursements of this action. AS AND FOR A SECOND CAUSE OF ACTION AGAINST ALL DEFENDANTS ROTHMAN (Fraud) Plaintiff repeats and realleges each and every allegation set forth in paragraphs 1 through 4970 as though herein at length set forth. 13

14 At the time that Rothman promised Plaintiff that he would grant Plaintiff a onethird ownership interest in the new television production that Rothman was forming, Rothman had the preconceived and undisclosed intent not to grant Plaintiff such ownership interest Rothman s representations that he would grant Plaintiff a one-third interest in Haymaker Productions and that Plaintiff would own all rights to all shows developed by Haymaker Productions until such time as Plaintiff was reimbursed for its In-Kind Services and Development Budgets (as those terms were defined in the Deal Memo), were false when Rothman made them In actuality, Rothman merely sought to use Plaintiff s name to attach to his newly formed and untested television production company in order to ensureinsure that Bravo would go forward with Haymaker Productions as the production company for the Southern Charm show, and for the purpose of touting Plaintiff s name to other networks and investors for the purpose of attracting other television production projects to Haymaker Productions Plaintiff reasonably relied on the assurances of Rothman that he would grant Plaintiff a one-third ownership interest in Haymaker Productions and ownership of all materials developed by Haymaker Productions until such time as Plaintiff had been reimbursed for the goods, services, cash and credit that it had provided to Haymaker Productions Plaintiff would not have entered into an agreement with Rothman and Haymaker Productions, and agree to provide Haymaker Productions with office space and office overhead, back office support, cash, credit and goods and television production company services at a reduced rate, but for Rothman s representation that he would provide Plaintiff with an ownership interest in Haymaker Productions. 14

15 In addition to the fraudulent representations made to Plaintiff, Rothman s statements to Bravo that he was in a partnership with Plaintiff to develop and produce reality television shows was a separate false and fraudulent representation, extraneous to the false promise that Rothman would grant Plaintiff an ownership interest in Haymaker Productions, which was made in order to insure that Bravo would enter into a production agreement with Haymaker Productions and/or Haymaker Media for the reality television show Southern Charm Upon information and belief Rothman also touted his relationship with Plaintiff to other persons and entities in a false and misleading manner in an effort to demonstrate his credentials and for the purpose of attracting other television production projects to Haymaker Productions, which statements were also extraneous to the false promise that Rothman would grant Plaintiff an actual ownership in Haymaker Productions In reliance upon Rothman s false representations, Plaintiff has been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action, and punitive damages, all in an amount to be determined by the trier of fact in this case. AS AND FOR A THIRD CAUSE OF ACTION AGAINST ALL DEFENDANTS (Quantum Meruit) Plaintiff repeats and realleges each and every allegation set forth in paragraphs 1 through 479 as though herein at length set forth Defendants obtained an unwarranted and unjust benefit from their association with Plaintiff and Plaintiff s production capabilities and expertise which it applied to Southern Charm and other reality television projects for Defendants, and from Defendants overall use of Plaintiff s infrastructure, cash and credit and from Plaintiff s name and good will in the television industry. 15

16 Plaintiff is entitled to be compensated for the use of its name and good will, and for Defendants full use of Plaintiff s office space, Plaintiff s office overhead, Plaintiff s back office support, cash, credit and goods and services at a reduced rate services rendered on behalf of the Southern Charm television production and other projects which allowed Defendants to tout to third parties that it had a full and up and running television production company By virtue of the foregoing, Plaintiff has been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR A FOURTH CAUSE OF ACTION AGAINST ALL DEFENDANTS (Breach of Implied Covenant of Good Faith and Fair Dealing) Plaintiff repeats and realleges each and every allegation set forth in paragraphs 1 through 4983 as though herein at length set forth In entering into an agreement with Defendants, Plaintiff was entitled to rely on the implied covenant of good faith and fair dealing Defendants did not deal with Plaintiff in good faith or fairly in that Plaintiff touted to Bravo and to other third parties that it had made a deal with Plaintiff, yet when it came time to grant Plaintiff its ownership interest in the Haymaker entities, and make payment to Plaintiff from the Bravo production fund, Defendants told Plaintiff that there was no deal, and moved its office out of Plaintiffs premises, taking the Southern Charm production and other production projects that were in development with them Defendant s actions constituted a breach of Defendant s implied covenant of good faith and fair dealing, which in implicit in every contract. 16

17 By virtue of the foregoing, Plaintiffs have been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR A FIFTH CAUSE OF ACTION AGAINST ALL DEFENDANTS (Unfair Competition) Plaintiff repeats and reallages each and every allegation set forth in paragraphs 1 through 4988 as though herein at length set forth Defendants have, by their actions, misappropriated the skills, expenditures, goods and services of Plaintiff, in an effort to make it appear to Bravo, potential investors and other third parties that Defendants were enjoying a successful business relationship with Plaintiff, whose skill and reputation had the potential to attract business opportunities to Defendants Defendants sought to obtain all the benefits of a business relationship with Plaintiff while simultaneously refusing to grant Plaintiff any of the benefits of the bargain that Plaintiff was entitled to. 81. By so acting, Defendants intended to, in essence, reap where they had not sown. 82. Defendant s actions constituted commercial piracy. 83. By virtue of the foregoing, Plaintiff has been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR A SIXTH CAUSE OF ACTION AGAINST ALL DEFENDANTS (Tortious Misappropriation of Goodwill) 84. Plaintiff repeats and reallages each and every allegation set forth in paragraphs 1 through 4983 as though herein at length set forth. 17

18 85. Defendants statements to Bravo, and to other third parties, that Defendants had entered into a partnership with Plaintiff for the purpose of producing reality television shows, was false and misleading in that Defendants had no intention of actually granting plaintiff any sort of ownership interest in the new television production company that was formed by Rothman. 86. Defendants actions constituted a deliberate attempt to improperly and wrongfully obtain the benefits of the commercial goodwill associated with Plaintiff s name and reputation by means of false and misleading statements made to Plaintiff and to other third parties. 87. By virtue of the foregoing, Plaintiff has been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR A SEVENTH CAUSE OF ACTION AGAINST DEFENDANT IRAD EYAL (Tortious Interference with Contractual Relations) 88. Plaintiff repeats and reallages each and every allegation set forth in paragraphs Formatted: Centered, Line spacing: single Formatted: Centered Formatted: Indent: Left: 0", First line: 0.5" 1 through 5987 as though herein at length set forth. 89. At all times relevant herein, Eyal was aware that Haymaker Productions and Rothman had entered into an agreement with Magilla. Upon information and belief Eyal was aware and had knowledge of the terms and conditions of such agreement as specifically set forth in the Deal Memo. 90. Notwithstanding such knowledge, Eyal permitted, encouraged, facilitated and caused Haymaker Productions and Rothman to breach their agreement with Magilla, and continues to do so. 18

19 91. Eyal s conduct was and is willful, knowing and deliberate, and was and is being undertaken with malice and without justification. 92. As a result of his actions, Eyal is tortuously interfering with Magilla s contractual relations with Haymaker Productions and Rothman. 93. By virtue of the foregoing, Plaintiff has been damaged in an amount to be determined at trial, but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR AN EIGHTH CAUSE OF ACTION AGAINST DEFENDANTS IRAD EYAL AND HAYMAKER CONTENT LLC (Tortious Interference with Economic Relations) 94. Plaintiff repeats and reallages each and every allegation set forth in paragraphs 1 through 93 as though herein at length set forth. Formatted: Centered, Indent: Left: 0", Line spacing: single Formatted: Indent: Left: 0", First line: 0.5", Numbered + Level: 1 + Numbering Style: 1, 2, 3, + Start at: 86 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" Pursuant to the terms of the Deal Memo, Magilla maintains a 33.33% interest in Haymaker Productions In an effort to divert revenue that would otherwise have been payable to Haymaker Productions, and a portion of which would have been properly due and payable to Magilla, Eyal created and formed Haymaker Content Eyal s creation of Haymaker Content was dishonest, unfair and improper in that it was designed to divert monies and business opportunities that would have otherwise had properly flowed through to Magilla As a result of such wrongful conduct, Magilla has suffered and will continue to suffer economic damages, lost business opportunities and lost profits, and has otherwise been damaged has been damaged in an amount to be determined at trial, but in no 19

20 event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action. AS AND FOR A NINTH CAUSE OF ACTION AGAINST ALL DEFENDANTS (Declaratory Judgment) Plaintiff repeats and reallages each and every allegation set forth in paragraphs 1 through 978 as though herein at length set forth. Formatted: Centered, Indent: Left: 0", Line spacing: single Formatted: Indent: Left: 0", First line: 0.5", Numbered + Level: 1 + Numbering Style: 1, 2, 3, + Start at: 86 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" There exists an actual controversy between Plaintiff and Defendants concerning Plaintiff s ownership interest in Haymaker Content, and whether Haymaker Content is subject to the terms and conditions of the Deal Memo Magilla claims that pursuant to the terms and conditions of the Deal Memo, it is entitled to a 33.33% interest in Haymaker Content, including without limitation an ownership interest in Haymaker Content s profits and intellectual property Defendants claim that Magilla does not have any ownership interest in Haymaker Content Accordingly, Plaintiff desires a judicial determination pursuant to CPLR Formatted: Font: 301 of the rights and obligations of the parties hereto with regard to Magilla s ownership interest in Haymaker Content, its profits and its intellectual property rights, including without limitation Magilla s ownership interest in the reality television of Haymaker Content with the working title of Save My Style, and other matters as more fully set forth herein above. AS AND FOR A SEVENTH TENTH CAUSE OF ACTION AGAINST ALL DEFENDANTS (Violation of Section 349 of the General Business Law) Formatted: Font: Italic Formatted: Font: Plaintiff repeats and reallages each and every allegation set forth in paragraphs 1 through as though herein at length set forth The statements made by Defendants to Bravo and to other third parties 20

21 concerning their business relationship with Plaintiff were misleading in a material way to a reasonable person, and constituted deceptive acts and practices in the conduct of Defendant s business Plaintiff was injured by Defendants deceptive acts and practices Defendants actions were false and deceptive, were directed toward the public at large, and were harmful to the public interest By virtue thereof, Plaintiff is entitled to a judgment in an amount to be determined by the trier of fact, together with a reasonable attorneys fee as permitted by the statute and punitive damages. WHEREFORE, Plaintiff demands judgment against the Defendants Aaron Rothman and, Irad Eyal individually and doing business as Haymaker Pproductions, LLC, and Haymaker Media, Inc., and Haymaker Content, LLC, as follows: 1. On the first cause of action, judgment against alldefendants Rothman, Haymaker Productions, Haymaker Media and Haymaker Content Defendants in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 2. On the second cause of action, judgment against Defendant Aaron Rothman in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action, together with punitive damages; 3. On the third cause of action, judgment against all Defendants in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 21

22 4. On the fourth cause of action, judgment against all Defendants in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 5. On the fifth cause of action, judgment against all Defendants in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 6. On the sixth cause of action, judgment against all Defendants in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 7. On the seventh cause of action, judgment against Defendant Eyal in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 8. On the eighth cause of action, judgment against Defendant Eyal and Haymaker Content in an amount to be determined at trial but in no event less than Two Hundred and Fifty Thousand Dollars ($250,000) together with interest and the costs and disbursements of this action; 9. On the ninth cause of action, judgment against all Defendants declaring that Plaintiff has an ownership interest in Haymaker Content, its profits and its intellectual property rights, including without limitation, Plaintiff s ownership interest in the reality television of Haymaker Content with the working title of Save My Style, together with costs and disbursements of this action; 7. On the seventh tenth cause of action, judgment against all Defendants in an amount to be determined at trial together with a reasonable attorneys fee plus interest, costs and 22

23 disbursements, together with punitive damages; and 10. Such other and further relief as the Court may deem just and proper. Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Indent: Left: 0", First line: 0.5", Numbered + Level: 1 + Numbering Style: 1, 2, 3, + Start at: 11 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75", Tab stops: 1", Left Formatted: Indent: First line: 0" 8. Such other and further relief as the Court may deem just and proper. Formatted: No bullets or numbering Dated: New York, New York December 10, 2013 May, 2015 Yours, etc. FREY & KOZAK LLP By: Mark S. Frey 358 Fifth Avenue, Suite 1003 New York, New York (212) Attorneys for Plaintiff Magilla Entertainment LLC 23