IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DMSION Cartelz Worldwide, Inc.., vs. Plaintiff, Imani Entertainment Group, Inc., Keyshia Cole and Manny Halley. Defendants. ---'1 CASE NO.: 1 0-13 508 CA 15 PLAINTIFF CARTELZ WORLDWIDE, INC.'S COMPLAINT Entertainment Group, Inc. ("Imani"), Keyshia Cole ("Ms. Cole") and Manny Halley ("Halley") (hereinafter collectively referenced as "Defendants") and states: 1. This is. an action for breach of contract, unjust enrichment, fraudulent inducement and negligent misrepresentation. THE PARTIES 2. Plaintiff Cartelz Worldwide, Inc. is a Florida corporation with its principal place of business in Miami-Dade County, Florida. 3. Upon information and belief, Defendant Imani is a company organized under the laws of the State of Georgia and has its principal office and place of business in Atlanta, Georgia. 4. Upon information and belief, Ms. Cole is a resident of the State of California. 5. Upon ir~.formation and belief, Halley is a resident of the State of Georgia. SINGH, SINGH & TRAUBEN. LLP 400 s. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS, CA 90212.TEL 310.B56.9705' FAX B88.734.355 540 BRICKELL KEY DRIVE, SUITE Cl. MIAMI, FL fu31. TEL305.735.1705. FAX 888.734.3555
JURISDICTION AND VENUE 6. This Court has jurisdiction over this Action pursuant to Section 26.012 of the Florida Statutes. This is an action for damages in excess of Fifteen Thousand and 00/100 Dollars ($15,000.00) exclusive of interest, costs and attorneys' fees. 'L yenue is proper in Miami-Dade County, Florida pursuant to Sections 47.011 and 47.051 ofthe Florida Statutes because that is the location where the causes ofaction accrued. 8. Venue is also proper in Miami-Dade County, Florida as a substantial part of the events and omissions giving rise to the claims herein occurred in Miami-Dade County. GENERAL ALLEGATIONS 9. CW is a management company in the business of, among other things, representing and managing various artists, producing certain concerts and promoting and producing high-end nightclub events. 10. Defendant Imani is a music management company responsible for managing and representing such artists as, among others, Defendant Ms. Cole, and is a subsidiary of Universal Music Group. 11. Defendant Ms. Cole is platinum album selling rhythm and blues singer and songwriter. 12. Defendant Halley is, upon information and belief, the owner and founder of Defendant Imani. 13. On or around December 28,2007, CWand Imani, on behalf of Cole, entered into a written agreement in connection with an event that CW was promoting and producing at the nightclub Metropolis in Miami, Florida to take place the evening of December 31, 2007 (the "Event"). SINGH. SINGH & TRAUBEN. LLP 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS, CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEV DRIVE, SUITE Cl. MIAMI, FL23131 TEL 305.735.1705 FAX 888.734.3555
14. In accordance with this agreement and understanding, Defendant Cole agreed to and expressly promised, among many other things, to attend and walk through the Event for at least thirty-minutes (the "Agreement"). A true and correct copy of the walk-through Agreement is attached hereto as Ex. "A." 15. Critically, as part of the Agreement, Defendants expressly agreed and understood ~ ~- ~-~-- ~- -------------~-~--- -~- ------~---~----------- - ~-~~ -~~---~------~ ----- -~ -~~-~ ~--~---~---- that Ms. Cole was to perform her walk-through at the Event at some time juncture between 11 :30 PM and Midnight that evening ofdecember 31,2007, New Years Eve. 16. At all times prior to and subsequent to the formation of the Agreement, Plaintiff made it abundantly clear to Defendants that Ms. Cole's timely and agreed-upon appearance was a vital component ofthe promotion and production ofthe Event. 17. In fact, several times, both prior to, contemporaneous with and subsequent to the execution of the Agreement, Plaintiff and Plaintiffs representatives expressly conveyed to Defendants that Plaintiff would be using Ms. Cole's name and likeness in furtherance of promoting the Event to the general public, specifically publicizing Ms. Cole's appearance within the agreed-upon time parameters. 18. Significantly, Defendants at all times were well-aware that Plaintiff was staking its reputation and professional name upon Ms. Cole's agreement to appear at the Event as agreed and, critically, during the specific time period that was understood and agreed. 19. Specifically, Defendants were well-aware that, prior to the Event, Plaintiff had expended significant time and resources to retain the services of three of the top South Florida radio stations to advertise and promote the Event prior to New Year's Eve by touting Ms. Cole's scheduled appearance. In doing so, Plaintiffdirectly relied upon Defendants' representations and assurances that Ms. Cole would be appearing at the Event at these announced scheduled times. 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS, CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEY DRIVE. SUITE Cl. MlAMI,FL 33131.TEL 305.735.1705. FAX 888.734.3555
", 20. In addition, Plaintiff expended significant additional resources to promote the event via literature, including, but not limited to, advertisements in high-volume circulated publications, highlighting Ms. Cole's appearance at the Event. By way of example, a copy ofan ad that Plaintiffplaced in the Miami New Times featured prior to the scheduled Event is attached hereto as Ex. "B." 21. Of course, both Plaintiff and the general public attending the Event relied upon these representations and assurances that Ms. Cole would be appearing when advertised and promised. 22. Contemporaneous with the execution of the Agreement, Defendant Halley also represented and warranted to Plaintiff that Ms. Cole would be arriving. around to the Event around 11:30 PM on December 31, 2009 as she would be driven to the Event immediately following a concert at which she was perfonning in the near vicinity. 23. As a result of this and many other representations and assurances pertaining to Ms. Cole's scheduled arrival time at the Event, Plaintiff was willing to expend the considerable time and resources in the promotion and broadcasting of same. 24. In addition, as further inducement to enter into the Agreement, Defendants represented to Plaintiff that Sean John Combs p/k/a Diddy would also be attending the Event along with Ms. Cole at the scheduled time. 25. In accordance with the express tenns of the Parties' Agreement and understanding, on or around December 27, 2007, Plaintiff paid Defendant Imani and Ms. Cole an initial fee of $8,500.00. 26. Thereafter, on or around December 30, 2007, one-night prior to the scheduled Event, Plaintiffpaid Defendants Imani and Ms. Cole an additional $4,000.00 as agreed. 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS. CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEY DRIVE, SUITE Cl. MIAMI. FLf131 TEL305.735.1705. FAX 888.734.3555
27. Subsequently, despite the clear and express tenns of the Parties' Agreement and understanding surrounding when the final payments of Ms. Cole's fee were to be delivered, in contravention to the Parties' understanding and industry customs and nonns, Defendants demanded that Plaintiff remit payment of the remaining fee the day of the scheduled walkthrqugh. al!4~ Event. 28. Further, Defendants threatened Plaintiff that should Plaintiff fail to make the final payment prior to the Event, Ms. Cole would refuse to appear at the Event. 29. Accordingly, under the duress of this threat, Plaintiff had no choice but to make this final payment to Defendants prior to Ms. Cole's scheduled appearance, thereby foregoing any assurances that Ms. Cole would actually appear as planned and agreed outside of. Defendants' contractual promises and representations. As such, Plaintiff reluctantly proceeded to pay Defendants the remaining $12,500.00 for a total payment amount of $25,000.00 (the "Contract Sum"). 30. Notwithstanding Defendants' express obligations and representations under the Agreement regarding Ms. Cole's scheduled appearance, Ms. Cole did not arrive at the nightclub during the promised time pursuant to the Agreement. 31. Instead, Ms. Cole did not arrive to the Event until 3:00 AM on January 1, 2008 and further abdicated Defendants' obligations and representations under the Agreement by failing to remain at the Event for the agreed amount oftime. 32. Likewise, Sean John Combs plk/a Diddy similarly failed to appear at the Event entirely, despite Defendants' representations that he would also be in attendance as part of the Parties' understanding. 33. As a consequence ofms. Cole failing and/or refusing to appear at the Event at the SINGH. SINGH & TRAUBEN. LLP 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS, CA 90212. TEL 310.656.9705. FAX 688.734.355 540 BRICKELL KEY DRIVE, SUITE C1 MIAMI, FL 5'131. TEL30S.73S.170S. FAX 668.734.3555
scheduled and agreed-upon time, Plaintiff was forced to return significant sums of monies to numerous groups of customers who demanded refunds based upon Ms. Cole failing to appear at the Even as heavily advertised and represented. 34. Moreover, as a direct result of Ms.. Cole failing and/or refusing to appear at the EventiJl accordan~e with the terms. of th~ Agre~!!1~nt... njllllerqlls.potential custqm~rs r~.fu~edjq.. enter the Event and purchase tickets upon learning that Ms. Cole would not in fact be attending as advertised. 35. Further, as a result of Ms. Cole failing and/or refusing to appear at the Event at the scheduled and agreed-upon time, Plaintiffs reputation and image was severely damaged within the industry and community. 36. All conditions precedent to the institution of this action have been performed, have occurred, have been waived or have otherwise been excused. 37. Plaintiff CW has retained the undersigned Law Firm to represent it in this action and has agreed to pay it a reasonable fee for its services. COUNT ONE (Breach of Contract) Against Defendant Imani Entertainment Group 38. CW incorporates and repleads the allegations of paragraphs 1-37 above as though fully set forth herein. 39. On or around December 28,2007, CW and Imani, on behalf of Cole, entered into the written Agreement in connection with an event that CW was promoting and producing at the nightclub Metropolis in Miami, Florida to take place the evening of December 31, 2007. SINGH, SINGH & TRAUBEN. LLP 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS. CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEY DRIVE. SUITE Cl. MIAMI. FL ~131 TEL 305.735.1705. FAX 888.734.3555
-_...-------------------- 40. In accordance with this Agreement and understanding, Defendant Cole agreed to and expressly promised, among many other things, to attend and walk through the Event for at least thirty-minutes. 41. Critically, as part of the Agreement, Defendants expressly agreed and understood that Ms. Cole was to perform her walk-through at the Event at some time juncture between 11 :30 PM and Midnight that evening ofdecember 31, 2007, New Years Eve. 42. Plaintiff complied with its obligations under the terms of the Agreement, including, but not limited to, payment to Defendant Imani in the Contract Sum amount of $25,000.00. 43. On multiple occasions, Defendant Imani expressly represented and covenanted that Ms. Cole would appear at the Event at the agreed-upon schedule times. 44. Following Defendant Imani's failure and/or refusal to ensure that Ms. Cole appeared at the Event during the promised time period, Plaintiff CW demanded that Defendant Imani repay the contract sum of $25,000.00 that Plaintiff paid Imani and further reimburse CW for all its damages stemming from Ms. Cole's failure and/or refusal to appear at the Event as planned, but Defendant Imani has failed to do so. 45. Defendant Imani's failure and/or refusal to compensate Plaintiff for all damages it has sustained as a result of Defendant Imani's breaches of the Agreement, including interest, after proper demands for repayment have been made constituted a breach the Parties' Agreement. 46. Plaintiff has suffered significant damages as a consequence of Defendant Imani's breaches of the Agreement, including, but not limited to, loss of the Contract Sum, loss of hundreds ofticket sales and loss ofprofessional reputation. 400 S. BEVERLY DRIvE, SUITE 400. BEVERLY HILLS,, ;A 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEY DRIVE, SUITE C1 MIAMI, FL 38131. TEL 305.735.1705. FAX 888.734.3555
WHEREFORE, Plaintiff Cartelz Worldwide, Inc. demands judgment against Defendant Imani Entertainment Group in the amount of One-Hundred and Five Thousand Dollars ($105,000.00) together with an award of prejudgment interest, costs and attorneys' fees plus any additional monies owed to Plaintiff CartelzWorldwide, Inc. COUNT TWO (pnjust Enrichment) Against Defendant Imani 47. CW incorporates and repleads the allegations ofparagraphs 1-12 and 17-37 above as though fully set forth herein. 48. As set forth above, Plaintiff CW paid Defendant Imani the Contract Sum of $25,000.00 to Defendant in connection the express promise and covenant that Ms. Cole to appear at the Event within the set and agreed-upon time parameters. 49. CW conferred a benefit upon Defendant when it contributed the ContractSum. 50. Defendant Imani appreciated, accepted, and retained the Contract Sum received from CWo However, despite accepting the Contract Sum, Ms. Cole did not attend the Event between on December 31, 2007 and Defendant Imani has refused to re-pay the Contract Sum. 51. Defendant Imani's retention of the benefit of such Contract Sum from Plaintiff CW would be unjust and inequitable unless Imani pays CW the Contract Sum and all interest and revenues to which it is entitled. 52. The acceptance and retention of the Contract Sum by Defendant Imani has unjustly enriched it to the detriment ofcwo 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HiLlS, CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL K.EY DRIVE, SUITE Cl MIAMI. FL 33131 TEL 305.735.1705 FAX 888.734.3555 8
... WHEREFORE, PlaintiffCartelz Worldwide, Inc. demands judgment against Defendant Imani Entertainment Group in the amount of Twenty-Five Thousand Six-Hundred Dollars ($25,600.00) together with an award ofprejudgment interest, costs and attorneys' fees plus any additional monies owed to PlaintiffCartelz Worldwide, Inc. COUNT THREE (Fraudulent Inducement) Against all Defendants 53. Plaintiff CW incorporates and repleads the allegations of paragraphs 1-37 above as though fully set forth herein. 54. At the time that Defendants Ms. Cole and Halley represented to Plaintiff that Ms. Cole would appear at the Event at the precise agreed-upon time, which agreement was critical to the promotion and broadcasting of the Event by Plaintiff, Defendants had no intention of ensuring that Ms. Cole would actually attend the Event at this time or had a positive intention to not have Ms. Cole attend at this time and further an intention to not re-pay the Contract Sum. 55. Further, at the time that Defendants represented to Plaintiff CW that Ms. Cole would attend and, in addition, Sean John Combs p/k/a Diddy would likewise attend in conjunction with Ms. Cole, they had no intention of actually having Ms. Cole or Sean John Combs p/k/a Diddy attend the Event at the agreed-upon time as represented and, instead, intended on retaining PlaintiffCW's Contract Sum without ensuring Ms. Cole's attendance. 56. Defendant Halley personally represented to Plaintiff CW that Ms. Cole would be arriving to the Event at or around 11 :30 PM on December 31, 2007, which representations were untrue at the time they were made. 400 S. BEV~RLY DRIVE, SUIT~ 400 - BEV~RLY HILLS. CA 90212 - TEL 310.856.9705 -FAX 888.734.355 540 BRICKELL KF:Y DRIVE, SUITEC1 MIAMI,FL 33131 - TEL305.735.1705 _FAX 888.734.3555 9
57. Defendants made the representation that Ms. Cole would unequivocally be arriving to the Event at this agreed-upon time with the specific intent and purpose of inducing PlaintiffCW to pay the Contract Sum. 58. Plaintiff CW detrimentally relied upon Defendants' representations that Ms. Cole would undoubtedly be appearing at the Event at the agreed-upon time. 59. Plaintiff CW demanded that Defendants repay the Contract Sum and all corresponding damages stemming from Ms. Cole's failure and/or refusal to appear at the Event at the agreed-upon time but Defendants failed and/or refused to do so. 60. Plaintiff CW has suffered significant damages as a consequence of Defendants' fraudulent misrepresentations. On infonnation and belief, Plaintiff alleges that Defendants engaged in the conduct described herein intentionally and with knowledge of its wrongfulness and/or with knowledge of the high probability that such conduct would cause injury or damage to Plaintiff CW or with conscious disregard of or indifference to the rights of Plaintiff CW, and Plaintiff CW is therefore entitled to an award of punitive damages. WHEREFORE, Plaintiff Cartelz Worldwide, Inc. demands judgment against Defendant Imani Entertainment Group in the amount of One-Hundred Five Thousand Dollars ($105,000.00) together with an award of prejudgment interest, costs, attorneys' fees and punitive damages plus any additional monies owed to Plaintiff Cartelz Worldwide, Inc. COUNT FOUR (Negligent Misrepresentation) Against All Defendants 61. CW incorporates and repleads the allegations of paragraphs 1-37 above as though fully set forth herein. 400 S. BEVERLY DRIVE, SUITE 400 BEVERLY HillS. CA 90212. 'tel 310.856.9705 FAX 888.734.355 540 8RICKEll KEy DRIVE, SUITE Cl. MIAMI, FL 33131. TEL 305.735.1705 FAX 888.734.3555 10
. 62. Defendants misrepresented to Plaintiff CW that Ms. Cole would appear at the Event at the specified time agreed-upon by the Parties. 63. Defendants knew or should have known that Ms. Cole would ultimately not elect to attend the Event at the agreed-upon time. 64. Defendants' representations caused Plaintiff CW to expend significant time and resources in furtherance ofpromotion and production ofthe Event and further severely damaged Plaintiffs reputation professionally within the entertainment industry and among the general public. WHEREFORE, PlaintiffCartelz Worldwide, Inc. demands judgment against Defendant Imani Entertainment Group in the amount ofone-hundred Five Thousand Dollars ($105,000.00) together with an award ofprejudgment interest, costs and attorneys' fees plus any additional monies owed to Plaintiff Cartelz Worldwide, Inc. DEMAND FOR JURy TRIAL Plaintiff Cartelz Worldwide, Inc. demands a trial by jury on all issues so triable. Dated: Februaryd ~,2010 Respectfully submitted, Miami-Dade, County, Florida Singh Singh & Trauben, LLP ~-2------' By: ---=-=-=--=::------------ MICHAEL TRAUBEN, ESQ. Florida Bar No. 0816841 Attorneysfor Plaintiff 540 Brickell Key Drive Suite C-l Miami, Florida 33131 Telephone: (305) 735-1705 Facsimile: (888) 734-3555 mtrauben@singhtraubenlaw.com 400 S. BEVERLY DRIVE, SUITE 400. BEVERLY HILLS, CA 90212. TEL 310.856.9705. FAX 888.734.355 540 BRICKELL KEV DRIVE, SUITE C1 MIAMI. FL j3j31 TEL 305.735.1705. FAX 888.734.3555