1 Neville L.

Johnson (SBN 66329)

Douglas L. Johnson (SBN 209216)
2 James T. Ryan (SBN 210515)
3 JOHNSON & JOHNSON LLP
439 North Canon Drive, Suite 200
4 Beverly Hills, California 90210
Telephone: (310) 975-1080
5 Facsimile: (310) 975-1095
6 Email: njohnson@jjllplaw.com
djohnson@jjllplaw.com
7 jryan@jjllplaw.com
8 Attorneys for Plaintiffs,
9 GENUINE ENTERTAINMENT, INC. d/b/a
THE IDEA FACTORY and REBEL
10 ENTERTAINMENT PARTNERS, INC.
11 SUPERIOR COURT FOR THE STATE OF CALIFORNIA
12
COUNTY OF LOS ANGELES
13
GENUINE ENTERTAINMENT, CASE NO.:
14
INC. d/b/a THE IDEA FACTORY
and REBEL ENTERTAINMENT COMPLAINT FOR:
15
PARTNERS, INC., 1. BREACH OF ORAL JOINT VENTURE
16 AGREEMENT;
Plaintiffs,
17 2. PROMISSORY ESTOPPEL;
v. 3. AIDING AND ABETTING AND
18 BREACH FIDUCIARY DUTIES;
STEVEN SEAGAL; 4. FRAUD;
19 STEAMROLLER PRODUCTIONS;
INTERNATIONAL CREATIVE 5. BREACH OF IMPLIED-IN-FACT
20 MANAGEMENT, INC.; NICK CONTRACT;
REED; A&E TELEVISION 6. BREACH OF CONFIDENCE;
21 NETWORK; and DOES 1 - 30, 7. CONSPIRACY TO COMMIT
inclusive, INTENTIONAL INTERFERENCE WITH
22 CONTRACTUAL RELATIONS;
Defendants.
23 8. CONSPIRACY TO COMMIT
INTENTIONAL INTERFERENCE WITH
24 PROSPECTIVE ECONOMIC
ADVANTAGE [COUNT 1]; AND
25 9. CONSPIRACY TO COMMIT
INTENTIONAL INTERFERENCE WITH
26 PROSPECTIVE ECONOMIC
ADVANTAGE [COUNT 2].
27 DEMAND FOR JURY TRIAL
28

1
COMPLAINT
 1
Plaintiffs GENUINE ENTERTAINMENT, INC. d/b/a THE IDEA FACTORY
2
and REBEL ENTERTAINMENT PARTNERS, INC. (collectively referred to as
3
“Plaintiffs”), demanding trial by jury, complain and allege on information and
4
belief as follows:
5
THE PARTIES
6
PLAINTIFFS
7
1.Plaintiff GENUINE ENTERTAINMENT, INC. is a California corporation that
8
does business in the County of Los Angeles, State of California and elsewhere as
9
THE IDEA FACTORY (“Idea Factory”).
10
2.Plaintiff REBEL ENTERTAINMENT PARTNERS, INC. (“Rebel”) is a
11
California corporation that does business in the County of Los Angeles, State of
12
California.
13
DEFENDANTS
14
3.Defendant STEVEN SEAGAL (“Seagal”) is an individual and is now, and at
15
all times mentioned in this complaint was, on information and belief, a resident of
16
the County of Los Angeles, State of California.
17
4.Defendant STEAMROLLER PRODUCTIONS (“Steamroller”) is a California
18
corporation and is now, and at all times mentioned in this complaint was, doing
19
business in the County of Los Angeles, State of California. At all times mentioned
20
herein, Steamroller approved and/or ratified the acts of its agent, Seagal. At all
21
times mentioned herein, Seagal was acting as the agent for and on behalf of
22
Defendant Steamroller.
23
5. Defendant INTERNATIONAL CREATIVE MANAGEMENT, INC. (“ICM”)
24
is a California corporation and is now, and at all times mentioned in this complaint
25
was, doing business in the County of Los Angeles, State of California.
26
6.Defendant NICK REED (“Reed”) is an individual and is now, and at all times
27
mentioned in this complaint was, on information and belief, a resident of the
28

2
COMPLAINT
 1
County of Los Angeles, State of California. At all times mentioned in this
2
complaint, Reed was acting as the agent for and on behalf of Defendant ICM as its
3
employee.
4
7.Defendant A&E TELEVISION NETWORK (“A&E”) is, on information and
5
belief, a privately-held partnership that does business in the County of Los Angeles,
6
State of California.
7
8.Plaintiffs are ignorant of the true names and capacities of the Defendants sued
8
herein as Does 1 through 30, inclusive, and therefore sues such Defendants by
9
fictitious names. Plaintiffs will seek leave of Court to amend this complaint to
10
allege their true names and capacities when they have been ascertained. Plaintiffs
11
are informed and believe, and thereon allege, that each of the fictitiously named
12
defendants were responsible in some manner for the occurrences herein alleged,
13
and that Plaintiffs’ damages, as herein alleged, were proximately caused by such
14
conduct.
15
9. At all times herein mentioned, all defendants, including Does 1 through 30,
16
were the agents, servants, and employees of their co-defendants, and in doing the
17
things hereinafter alleged, were acting within the course and scope of their
18
authority as those agents, servants, and employees and with the permission and
19
consent of their co-defendants. Throughout this complaint, Defendants and Does 1
20
through 50 are sometimes referred to collectively as “Defendants.”
21
COMMON ALLEGATIONS
22
10. Plaintiff Idea Factory is an independent, end-to-end production company
23
with offices in Los Angeles that is wholly-owned and controlled by Darryl Silver
24
(“Silver”). Idea Factory specializes in the development and production of non-
25
scripted television programs.
26
11. On July 23, 2007, Seagal and Darryl Silver’s brother, Scott, met at Seagal’s
27
home. During the course of the discussion, Scott Silver mentioned to Seagal that
28

3
COMPLAINT
 1
his brother, Darryl, was a non-scripted television producer. Upon learning this
2
Seagal requested that Scott Silver ask his brother, Darryl, to set up a meeting with
3
Seagal to discuss the possibility of doing a reality television show with Idea Factory
4
starring Seagal.
5
12. After a meeting was set up, Idea Factory began to develop several different
6
ideas for a non-scripted television show based around Seagal, who is an
7
international film star. One of the variations of the idea was called “Steven
8
Seagal’s Sidekick” or “Kung Pow” and it involved different people competing in an
9
elimination-style format to become Seagal’s protégé and star in one of his films.
10
Another variation was called “Standing Tall” which involved three different
11
iterations. In the first iteration, Seagal assisted people who needed help confronting
12
adversaries. In the second iteration, Seagal seeks out the best fighters in the United
13
States and teaches them various fighting styles. The final iteration, which is
14
germane to this lawsuit, was developed later on as more fully described below.
15
13. On August 10, 2007, Darryl Silver met Seagal at his home for approximately
16
an hour and a half discuss a reality show starring Seagal. The two of them
17
discussed different concepts of the shows that Idea Factory had developed to that
18
point. They also discussed that certain networks would be interested in different
19
types of shows depending on their programming and target audience so they would
20
pitch networks variations on the ideas accordingly. The two also discussed Seagal’s
21
popularity overseas and how international distribution could result in significant
22
revenue.
23
14. During this meeting, Silver, on behalf of Idea Factory and Seagal, on behalf
24
of himself and Steamroller, entered into an oral joint venture agreement for the
25
purpose of developing and producing a non-scripted (reality) show starring Seagal.
26
The material terms of the joint venture agreement, which were discussed an agreed
27
upon at this meeting, included that Idea Factory and Steamroller would co-produce
28

4
COMPLAINT
 1
the television show and equally share all executive producer fees as well as all
2
back-end fees. The two also discussed that Seagal could negotiate for and receive a
3
separate fee for his services as “on-air” talent.
4
15. Seagal confirmed during the meeting with Silver that Idea Factory had the
5
exclusive rights to go out and “shop” a reality show starring Seagal to different
6
networks and to start setting pitch meetings with networks to garner interest in a
7
show. In addition, and of particular importance for reasons discussed below, Seagal
8
instructed Silver that Idea Factory was to deal directly with Seagal or his producing
9
partner at Steamroller, Phillip Goldfine (“Goldfine”). Finally, Silver asked Seagal
10
to sign a written agreement reflecting the terms that the parties orally agreed upon.
11
Seagal did not agree to sign anything in writing, but said that his handshake is his
12
bond and that “we have a deal.” Seagal confirmed to Silver that he would
13
personally participate in phone calls and pitch meetings set up by Idea Factory
14
pursuant to their agreement.
15
16. A few days after the joint venture was formed, Seagal called Silver and
16
requested that he speak to Goldfine to tell him about what Silver and Seagal had
17
agreed to as well as generally how reality television works. During that
18
conversation Goldfine told Silver that he believed that Seagal would never go
19
forward with the show.
20
17. After the conversation with Goldfine, Silver spoke to Seagal and asked him
21
about whether he was serious about moving forward with the joint venture in light
22
of what Goldfine said. Seagal dismissed what Goldfine told Silver and assured
23
Silver that he did want to do a reality show with Idea Factory and told him to
24
continue to move forward with the joint venture as discussed, which Silver did.
25
18. In addition to Seagal asking Silver to call Goldfine as described above,
26
Seagal asked Silver to call his agent at ICM, Nick Reed, and explain the project the
27
joint venture was pursuing and that, at Seagal’s request, Idea Factory had been
28

5
COMPLAINT
 1
going to networks and pitching various reality-type docu-series that would star
2
Seagal. Consequently, Silver called Reed at Seagal’s request and explained to Reed
3
that Idea Factory entered into a joint venture with Seagal and Steamroller. Silver
4
also told Reed about the networks that would be pitched and how the joint venture
5
could be very profitable from the sale of the international distribution rights and
6
that Seagal could get a sizeable per episode fee.
7
19. Upon hearing this, Reed proceeded to tell Silver that he felt that Plaintiff
8
was on a “fool’s errand” and that Seagal would never follow through and do this
9
show. Reed also told Silver that Seagal gets $5 million a picture and a reality show
10
would hurt his career. Reed said that he has to view Seagal’s career from 30,000
11
feet and that he felt a reality show project would be a bad move career-wise for
12
Seagal. Reed said that he would be advising Seagal not to do any reality show as it
13
would hurt his career. Silver explained to Reed that it was Seagal who called for
14
the meeting about developing a reality show in which he would star. The call ended
15
the call with Reed telling Silver he would discuss the matter with Seagal.
16
20. Immediately after the call with Reed, Silver called Seagal and told him what
17
Reed said and, more specifically, that Reed said that he (Seagal) would never do the
18
show. Seagal’s response to Silver was that Reed was his film agent not his
19
television agent and not to worry about what Reed said and that he (Seagal) was his
20
own boss and did what he wanted not what his agent(s) wanted him to do. Seagal
21
then instructed Silver to proceed with pitching to the networks as discussed and not
22
to worry about what Reed had said.
23
21. Rebel is a well-respected talent agency that represents Idea Factory.
24
Pursuant to the joint venture agreement between Idea Factory and Seagal and
25
Steamroller, and in reliance on Seagal’s multiple representations to Silver about
26
continuing to move forward, Rebel began setting pitch meeting with networks to
27
pitch a reality show starring Seagal. Consequently, Rebel placed calls to the
28

6
COMPLAINT
 1
following networks the week of August 14, 2007: VH-1, Court TV, A&E, Spike
2
and My Network.
3
22. The first network to show immediate interest was VH-1. After a few
4
exchanges, Silver sent VH-1 a written treatment for a reality show called “Steven
5
Seagal’s Sidekick.” The concept for the “Steven Seagal’s Sidekick” was for
6
persons to compete to become Seagal’s new protégé and co-star. On August 29, a
7
conference call was held with VH-1 employees, Silver, Silver’s former business
8
partner, Stephen David (“David”), and Seagal regarding the treatment for the show.
9
During this call, Seagal confirmed that he was working together with Idea Factory
10
to develop and produce a reality show in which he was to star. On September 7,
11
VH-1 informed Silver that they want to move forward with the “Steven Seagal’s
12
Sidekick.” On September 18, VH-1 sent Rebel an offer with deal points relating
13
specifically to Seagal’s involvement in “Steven Seagal’s Sidekick.” VH-1 offered
14
Seagal $20,000 per episode.
15
23. Another network that showed immediate interest was A&E. On August 28,
16
David met with Neil A. Cohen (“Cohen”), a Vice President of Non-Fiction &
17
Alternative Programming for A&E, to pitch two projects, one of which was the
18
reality show starring Seagal. Cohen and A&E understood that David was pitching
19
ideas for a reality show starring Seagal to A&E with the expectation that A&E
20
would compensate Idea Factory if it used any ideas conveyed by Idea Factory. The
21
two variations of the reality show starring Seagal that David pitched to Cohen on
22
August 28 were “Kung Pow” and “Standing Tall.” “Kung Pow” and “Steven
23
Seagal’s Sidekick” are different names for the same show concept whereby
24
contestants compete to become Seagal’s protégé in his next film. “Standing Tall” is
25
a different concept in which Seagal helps people stand up for themselves.
26
24. On August 31, Cohen emailed David because he wanted to discuss the two
27
concepts for the reality show starring Seagal. Thereafter, Cohen and David spoke
28

7
COMPLAINT
 1
on the phone to discuss Idea Factory’s ideas for the Seagal project. Cohen asked
2
David if Idea Factory had an idea for a reality show that could be less formatted and
3
more closely based on Seagal’s real life. David told Cohen that he would find out
4
more about Seagal’s life and come back to A&E with a new show idea that was
5
more along the lines of what Cohen had described.
6
25. On September 7, Cohen sent an unsolicited email to David to see if there
7
were any “updates” regarding the Seagal project. Also, on September 7, Silver and
8
David received an email from Cohen that states: “Just learning that some other
9
folks are out pitching [Seagal] for a reality series… How confident are you that he’s
10
committed to y’all?” Thereafter, Silver spoke to Cohen who stated that he heard
11
that someone named Bill Anton was pitching the concept of Seagal starring in a
12
reality show with a different production company called Objective Entertainment.
13
26. Upon hearing this, Silver called Seagal to see if what Cohen heard was true.
14
Seagal told Silver that it was not true, that he has no deal with Objective
15
Entertainment and has never heard of it, and that he would call his friend, Bill
16
Anton, and tell him to stop whatever he was doing because Seagal was committed
17
to the joint venture with Idea Factory. In this conversation, Seagal once again
18
reassured Silver that he was committed to doing a reality show with Idea Factory.
19
27. A third network that showed interest in a reality show built around Seagal
20
was Court TV (now called TruTV). On September 5, 2007, Idea Factory sent
21
Marissa Ronca (“Ronca”) of Court TV a treatment for “Standing Tall.” On October
22
2, 2007, Silver and Ronca went to Seagal’s house for a meeting to discuss the show.
23
During this meeting Seagal revealed to Silver and Ronca for the first time that he
24
was a sheriff’s deputy in New Orleans and that he spends his free time assisting the
25
Sherriff’s Department with solving crimes. Also during this conversation, Seagal
26
specifically told Ronca in front of Silver that he respects Idea Factory, trusts Silver
27
and is committed to doing the show with the Idea Factory.
28

8
COMPLAINT
 1
28. Immediately following the meeting at Seagal’s house, Idea Factory
2
developed a new idea for reality show starring Seagal that was centered on Seagal’s
3
real-life work as a sheriff’s deputy in New Orleans.
4
29. Because Cohen had specifically asked David if there was a way to have a
5
show based on Seagal’s real life, Silver called Cohen on October 2 to tell him about
6
Idea Factory’s new idea for a show based on Seagal’s real life as a sheriff’s deputy
7
in New Orleans. Cohen and A&E understood that Silver was conveying this idea to
8
A&E with the expectation that A&E would compensate Idea Factory if it used the
9
idea.
10
30. A few hours later in the day on October 2 after the call, Cohen emailed
11
Silver stating: “We are interested & want to talk budget with you asap. Call me.”
12
31. A&E loved Idea Factory’s idea based on Seagal’s real life as a sheriff’s
13
deputy in New Orleans so much that on October 3, Cohen sent Silver an email at
14
8:16 a.m. asking Silver to call him “asap.” Thereafter, Cohen called Silver and
15
begged him to push off the other networks so that A&E could be in business with
16
Seagal. Robert Sharenow (“Sharenow”), Senior Vice President Non-Fiction &
17
Alternative Programming for A&E, joined in the call with Silver and Cohen.
18
Sharenow was stridently trying to convince Silver that A&E would be the best
19
network for Seagal and pleaded with Silver to get a meeting with Seagal to discuss
20
the show centered on Seagal’s real life. During this call Silver explained that Idea
21
Factory had a joint venture agreement with Seagal for the show and Sharenow and
22
Cohen assured Silver that Idea Factory would be protected.
23
32. On October 4, 2007, Cohen emailed Silver: “Rob [Sharenow] and I are
24
ready to jump on a plane next week…Please call me asap on my cell when you’ve
25
made contact with Seagal. […] Now get me the f*#*ing mtg!”
26
33. Later in the day on October 4, 2007, Silver got in touch with Seagal to let
27
him know that A&E wanted to have a meeting to discuss a show based on his work
28

9
COMPLAINT
 1
in New Orleans. In this call, Seagal suggested that Silver call Reed again to bring
2
him up to date on what has been transpiring. Seagal said that he now wanted Reed
3
more “in the loop” since deals have been emerging from the networks.
4
34. At Seagal’s request, Silver called Reed after getting off the phone with
5
Seagal. In the call with Reed, Reed told Silver once again that he did not want
6
Seagal to do a docu-series based on his police work in New Orleans. Reed stated
7
that Seagal makes $5 million a picture and that Idea Factory was wasting its time
8
and that he (Reed) was going to tell Seagal not to do the show. Reed also told
9
Silver that he was going to talk to Seagal about it.
10
35. On or about October 5, 2007, Silver, Idea Factory’s attorney, Stephen Clark
11
(“Clark”), and Reed had a conference call to strategize about how much to ask
12
A&E per episode for Seagal. Notwithstanding everything that Reed had said to
13
Silver previously, Reed specifically authorized Silver and Clark to negotiate with
14
A&E to get (the seemingly impossible number of) $200,000 per episode for Seagal,
15
which would be ten (10) times more than VH-1’s initial offer.
16
36. Following Reed’s directive, Silver and Clark called Cohen as instructed to
17
tell him that Seagal wanted $200,000 an episode. When Silver and Clark told
18
Cohen about the amount Seagal wanted per episode, Cohen’s response was “We are
19
not afraid of that number,” i.e., $200,000. Cohen also said that they wanted to set
20
up a face-to-face meeting with Seagal before they would close a deal. Silver and
21
Clark relayed this remarkable information to Reed.
22
37. On October 7, 2007, Cohen sent Silver an email with a URL link of a video
23
of Seagal attending the funeral of New Orleans Sheriff Harry Lee. In the email,
24
Cohen tells Silver to “Check out your boy…”
25
38. On October 8, 2007, Silver made travel arrangements along with Cohen and
26
Sharenow to fly to Vancouver on October 10, 2007, where Seagal was shooting a
27
film, in order for the A&E executives to meet in person with Seagal and close the
28

10
COMPLAINT
 1
deal.
2
39. On October 9, 2007, Silver learned that Reed and Goldfine called Cohen
3
directly to negotiate on behalf of Seagal. That same day, Reed called Debra
4
Goldfarb, the Partner and Executive Vice-President at Rebel, and screamed at her.
5
Reed said that Seagal asked him to call Goldfarb and tell her that Seagal is “not
6
doing a show at this time” and to advise Idea Factory that Seagal will no longer be
7
doing a show with it. Goldfarb warned Reed that that he should expect a lawsuit if
8
Seagal proceed to do a show with any of the networks that Idea Factory and Rebel
9
brought to Seagal. Reed’s response was that Idea Factory and Rebel should “hire a
10
lawyer” and then hung up on Goldfarb.
11
40. Immediately after speaking to Reed, Goldfarb called Cohen. Cohen told
12
Goldfarb that Reed and Goldfine were concerned about Seagal’s career and were
13
upset that Idea Factory “went around them” to speak to Seagal. Goldfarb warned
14
Cohen that if A&E moved forward on the project without Idea Factory that A&E
15
could expect a lawsuit.
16
41. On October 10, 2007, Silver spoke to Cohen and said a lawsuit would be
17
filed if the Seagal project moved forward without Idea Factory.
18
42. As of October 10, 2007, Seagal stopped returning phone calls from Silver.
19
43. At the end of October 2007, Plaintiffs heard rumors that ICM was trying to
20
negotiate a deal with A&E on behalf of Seagal and his production company based
21
on the same idea that the Idea Factory pitched to A&E. Consequently, Goldfarb
22
called Cohen to inquire and Cohen said that nothing was happening. Goldfarb told
23
Cohen that if A&E decided to go forward with Seagal on any of the specific ideas
24
brought to A&E by Idea Factory that Idea Factory must be involved or that A&E
25
could expect a lawsuit. Cohen told Goldfarb that there was nothing to talk about at
26
this point. Thereafter, Goldfarb sent Cohen multiple emails and called him multiple
27
times over the next couple of months without any substantive response from Cohen.
28

11
COMPLAINT
 1
44. Between May and June 2008, Plaintiff discovered that Granada America, a
2
production company, was in pre-production on a reality show based on Seagal’s
3
work as a sheriff’s deputy in New Orleans. Granada America is represented by
4
Defendant ICM. On information and belief, filming began on the show in July
5
2008.
6
45. On information and belief, everyone associated with the production of the
7
show was required to sign a strict confidentiality agreement preventing them from
8
discussing the show in any respect.
9
46. On November 24, 2008, A&E publically announced that it was in production
10
on “Steven Seagal: Lawman,” a reality series that chronicles Seagal’s life in law
11
enforcement as a deputy sheriff for the Jefferson Parish Sheriff’s Office in
12
Louisiana. According to the announcement, “Steven Seagal: Lawman” is produced
13
for A&E by Granada America and Steamroller, Seagal and Goldfine are the
14
executive producers from Steamroller, and Sharenow and Cohen are the executive
15
producers from A&E.
16
FIRST CAUSE OF ACTION
17
BREACH OF ORAL JOINT VENTURE AGREEMENT
18
(Plaintiff Idea Factory against Defendants Seagal, Steamroller and Does 1-10)
19
47. Plaintiff realleges and incorporates by this reference the allegations
20
contained in the paragraphs 1 through 46, as though fully set forth herein.
21
48. On August 10, 2007, Idea Factory, on the one hand, and Defendants Seagal
22
and Steamroller, on the other, entered into an oral joint venture agreement for the
23
purpose of developing and producing a reality show starring Seagal (the “Joint
24
Venture Agreement”). The material terms of the Joint Venture Agreement, which
25
were discussed an agreed upon at this meeting, included that Idea Factory and
26
Steamroller would co-produce the television show and equally share all executive
27
producer fees as well as all back-end fees. In addition, Seagal would receive a
28

12
COMPLAINT
 1
separate fee for his services as “on-air” talent.
2
49. Idea Factory performed all of its obligations under the Joint Venture
3
Agreement or was excused from performance as a result of Defendants’ material
4
breaches.
5
50. Although Defendants had the ability to carry out the terms of the Joint
6
Venture Agreement, Defendants breached the Joint Venture Agreement by
7
repudiating its existence and wrongfully excluding Idea Factory from co-producing
8
a reality show starring Seagal and sharing in executive producer fees and back-end
9
fees. Said conduct constitutes a material breach of the Joint Venture Agreement.
10
51. Defendants further breached the implied covenant of good faith and fair
11
dealing by unfairly preventing Idea Factory from receiving all of the benefits it
12
would be entitled to receive under the Joint Venture Agreement had Defendants not
13
breached.
14
52. As a direct and proximate result of Defendants’ breach, Idea Factory has
15
suffered damages in an amount that is in excess of the minimum jurisdiction of the
16
Superior Court.
17
SECOND CAUSE OF ACTION
18
PROMISSORY ESTOPPEL
19
(Plaintiff Idea Factory against Seagal, Steamroller and Does 1-10)
20
53. Plaintiff realleges and incorporates by this reference the allegations
21
contained in the paragraphs 1 through 46, as though fully set forth herein.
22
54. Plaintiff alleges this claim in the alternative to its cause of action for Breach
23
of Oral Joint Venture Agreement.
24
55. Defendants made a promise clear and unambiguous in its terms that they
25
would work together with Idea Factory to develop and produce a reality show
26
starring Seagal.
27
56. Idea Factory relied on the promise by Defendants as demonstrated by Idea
28

13
COMPLAINT
 1
Factory’s pitches to networks and other efforts to sell a reality show starring Seagal.
2
57. Idea Factory’s reliance was both reasonable and foreseeable in light of the
3
multiple assurances by Seagal to Idea Factory and others that he was committed to
4
doing a reality show with Idea Factory.
5
58. As a direct and proximate result of Idea Factory’s reliance on the promise
6
made by Defendants, Idea Factory has suffered damages in an amount that is in
7
excess of the minimum jurisdiction of the Superior Court.
8
9
10
11
12
13
THIRD CAUSE OF ACTION
14
AIDING AND ABETTING AND
15
BREACH FIDUCIARY DUTIES
16
(Plaintiff Idea Factory against Seagal, Steamroller, Reed, ICM, A&E, and Does
17
1-10)
18
59. Plaintiff realleges and incorporates by this reference the allegations
19
contained in the paragraphs 1 through 46, as though fully set forth herein.
20
60. Idea Factory and Defendant Seagal and Steamroller were business partners
21
by virtue of their joint venture relationship.
22
61. Consequently, these Defendants owed fiduciary duties to Idea Factory as
23
their business partner, including (1) to act as a reasonably careful partner would
24
have acted under the same or similar circumstances, (2) refrain from
25
misappropriating partnership opportunities, (3) to avoid secret dealings to the
26
exclusion of their other co-venturer, (4) to not engage in self-dealing, and (5) to not
27
intentionally withhold information from their co-venturer.
28

14
COMPLAINT
 1
62. Defendant Seagal and Steamroller breached these fiduciary duties owed to
2
Idea Factory by, among other things, (1) negotiating and entering into a deal for a
3
reality show without Idea Factory even though it is based upon an idea that Idea
4
Factory developed in connection with the joint venture, (2) cutting off all
5
communications with Idea Factory while at the same time negotiating a deal with
6
A&E based on Idea Factory’s idea, (3) lying to Idea Factory about Seagal not
7
wanting to do a reality show, and (4) knowingly acting against Idea Factory’s joint
8
venture interests by entering into a deal with A&E without Idea Factory.
9
63. This conduct was done without Idea Factory’s knowledge or consent and
10
was a substantial factor in causing Idea Factory’s harm.
11
64. On information and belief, Defendants Reed, ICM, and A&E had actual
12
knowledge of Defendant Seagal and Steamroller’s Joint Venture Agreement and
13
fiduciary relationship with Idea Factory and aided and abetted Defendant Seagal
14
and Steamroller’s breach of the fiduciary duties owed to Idea Factory. Defendants
15
Reed, ICM, and A&E gave substantial assistance, counseling, and/or
16
encouragement to Defendant Seagal and Steamroller to act in violation of the
17
fiduciary duties as set forth above and with actual knowledge that said conduct
18
constituted a breach of Defendant Seagal and Steamroller’s fiduciary duties owed to
19
Idea Factory.
20
65. As a direct and proximate result of Defendants’ breach, Idea Factory has
21
suffered damages in an amount that is in excess of the minimum jurisdiction of the
22
Superior Court.
23
66. Defendants’ conduct as described herein was done with a conscious
24
disregard of the rights of Idea Factory, with the intent to vex, annoy, and/or harass
25
Idea Factory and to unjustly profit from the use of Idea Factory’s idea. Such
26
conduct was unauthorized and constitutes oppression, fraud, and/or malice under
27
California Civil Code §3294, entitling Idea Factory to an award of punitive
28

15
COMPLAINT
 1
damages in an amount appropriate to punish or set an example of the Defendants in
2
an amount to be determined at trial.
3
FOURTH CAUSE OF ACTION
4
FRAUD
5
(Plaintiff Idea Factory against Seagal, Steamroller, and Does 1-10)
6
67. Plaintiff realleges and incorporates by this reference the allegations
7
contained in the paragraphs 1 through 46, as though fully set forth herein.
8
68. Defendants have committed four variations of fraud.
9
Intentional Misrepresentation
10
69. Seagal, on behalf of himself and Steamroller, misrepresented to Silver the
11
material fact that Seagal and Steamroller would co-develop and co-produce a
12
reality show starring Seagal with Idea Factory. This representation was false when
13
made.
14
70. Seagal knew that his promise to Idea Factory was false when he made it.
15
71. Seagal intended to defraud and induce Idea Factory into the joint venture
16
relationship described above because Idea Factory is successful and well-
17
connected production company in the television industry and Idea Factory had the
18
means of developing and producing an interesting reality show concept that
19
networks would be interested in buying.
20
72. Idea Factory relied on Seagal’s promise and spent countless hours, money
21
and a great deal of effort in pursuing the development of a reality show starring
22
Seagal. Idea Factory justifiably relied on Seagal’s promise because Idea Factory
23
had met with Seagal, believed him to be an honorable man and believed Seagal to
24
be honest and sincere about working with Idea Factory. Idea Factory did not know
25
Seagal’s representation was false and believed it was true especially in light of
26
Seagal’s multiple assurances to Idea Factory and others that he was committed to
27
doing a show with Plaintiff. Idea Factory had no reason to believe that Seagal
28

16
COMPLAINT
 1
would not honor his promise based on the multiple assurances Seagal made to Idea
2
Factory. Idea Factory also justifiably relied on Seagal’s promise because the joint
3
venture relationship that was entered into was a common relationship in the film
4
and television industry, and, on information and belief, Seagal was aware of this
5
industry practice.
6
Deceit per Cal. Civil Code §1710
7
73. Seagal, on behalf of himself and Steamroller, made a promise to Idea
8
Factory (that they would co-develop and co-produce a reality show starring Seagal
9
and split the profits and losses) without any intention of performing it.
10
74. Seagal knew that his promise to Idea Factory was false when it was made.
11
75. Seagal’s promise was made with the intent to defraud and induce Idea
12
Factory to rely upon it. Seagal intended to induce Idea Factory into the joint
13
venture because Idea Factory was successful developer and producer of reality
14
shows and well-connected in the television show business. Idea Factory had the
15
means of developing an interesting idea that is saleable and bringing credibility to
16
the submission of a reality show directly to the major networks.
17
76. Idea Factory was unaware of Defendants’ intention not to perform the
18
promise.
19
Actual Fraud per Cal. Civil Code §1572
20
77. Seagal, through his connivance, intended to induce Idea Factory to enter
21
into the Joint Venture Agreement and to use its significant efforts and talents to
22
develop and sell a reality show starring Seagal to a major network by making a
23
promise to Idea Factory (that they would co-develop and co-produce a reality
24
show starring Seagal and split the profits and losses) without any intention of
25
performing it. Seagal knew that his promise to Idea Factory was false.
26
78. Seagal’s promise was made with the intent to defraud and induce Idea
27
Factory to rely upon it. Seagal intended to induce Idea Factory into the joint
28

17
COMPLAINT
 1
venture relationship because Idea Factory was successful developer and producer
2
of reality shows and well-connected in the television show business. Idea Factory
3
had the means of developing an interesting idea that is saleable and bringing
4
credibility to the submission of a reality show directly to the major networks.
5
79. Idea Factory was unaware of Defendants’ intention not to perform the
6
promise.
7
80. Seagal committed other acts fitted to deceive by constantly reassuring
8
Plaintiff that he was committed to co-developing and co-producing a reality show
9
with Idea Factory.
10
Constructive Fraud per Cal. Civil Code §1573
11
81. By virtue of the joint venture relationship between Defendants Seagal and
12
Steamroller and Idea Factory as alleged above, Seagal and Steamroller owed Idea
13
Factory a duty of truth, honesty and full disclosure.
14
82. Defendants Seagal and Steamroller breached this duty by secretly usurping
15
the joint venture opportunity for their own benefit, thereby gaining a financial
16
benefit for themselves to the prejudice of Idea Factory. Seagal failed to disclose at
17
any time, and especially not prior to the pitch with A&E, that he did not intend to
18
move forward with the joint venture with Idea Factory.
19
83. Idea Factory was misled by Defendants to their prejudice. Had Idea Factory
20
known Defendants’ true intentions it would have never entered into the Joint
21
Venture Agreement or spent a significant amount of time, money and effort into
22
developing and pitching a reality show starring Seagal.
23
84. As a direct and proximate result of Defendants’ fraud, Idea Factory has
24
suffered damages in an amount that is in excess of the minimum jurisdiction of the
25
Superior Court.
26
85. Defendants’ conduct as described herein was done with a conscious
27
disregard of the rights of Idea Factory, with the intent to vex, annoy, and/or harass
28

18
COMPLAINT
 1
Idea Factory and to unjustly profit from the use of Idea Factory’s idea. Such
2
conduct was unauthorized and constitutes oppression, fraud, and/or malice under
3
California Civil Code §3294, entitling Idea Factory to an award of punitive
4
damages in an amount appropriate to punish or set an example of the Defendants in
5
an amount to be determined at trial.
6
FIFTH CAUSE OF ACTION
7
BREACH OF IMPLIED-IN-FACT CONTRACT
8
(Plaintiff Idea Factory against Defendants A&E and Does 1-20)
9
86. Plaintiff realleges and incorporates by this reference the allegations
10
contained in the paragraphs 1 through 46, as though fully set forth herein.
11
87. On or about August 31, 2007, Cohen, acting on behalf of A&E, asked
12
David if Idea Factory had an idea for a show that could be less formatted than the
13
ideas previously submitted by Idea Factory and more based on Seagal’s real life.
14
David told Cohen that he would find out more about Seagal’s life and Idea Factory
15
would come back to A&E with a new show idea that was more along the lines of
16
what Cohen had described. Cohen and A&E understood that it would have to
17
compensate Idea Factory if A&E used any ideas that Idea Factory pitched to A&E.
18
88. On October 2, 2007, Idea Factory conceived the idea of a reality show
19
starring Seagal that follows Seagal’s real-life work as a police detective with the
20
Jefferson Parish County Sheriff’s Office.
21
89. After conceiving the idea, Idea Factory disclosed it to Cohen, who was
22
acting on behalf of A&E, per Cohen’s request on or about August 31. Cohen, and
23
thus A&E, understood that Idea Factory was conditioning its disclosure of the idea
24
on A&E’s agreement to pay for the use of the idea. Cohen, knowing the condition
25
before the idea was disclosed to him on behalf of A&E, voluntarily accepted its
26
disclosure.
27
90. As a result of Idea Factory’s disclosure of its idea to A&E, on the terms and
28

19
COMPLAINT
 1
conditions alleged above, A&E entered into an implied-in-fact contract that
2
required A&E to compensate Idea Factory for the use of its idea.
3
91. Idea Factory has performed each and every obligation required of it
4
pursuant to the terms and conditions of the implied-in-fact contract.
5
92. Defendants found the idea valuable and used it without compensating Idea
6
Factory. Defendants breached the implied-in-fact contract by failing to
7
compensate Idea Factory for the use of its idea.
8
93. As a direct and proximate result of Defendants’ breach, Idea Factory has
9
suffered damages in an amount that is in excess of the minimum jurisdiction of the
10
Superior Court.
11
SIXTH CAUSE OF ACTION
12
BREACH OF CONFIDENCE
13
(Plaintiff Idea Factory against Defendants A&E and Does 1-20)
14
94. Plaintiff realleges and incorporates by this reference the allegations
15
contained in the paragraphs 1 through 46, as though fully set forth herein.
16
95. On October 2, 2007, Idea Factory conceived a novel idea of a reality show
17
starring Seagal that follows Seagal’s real-life work as a police detective with the
18
Jefferson Parish County Sheriff’s Office. Idea Factory’s idea for a reality show
19
was not generally known to the public and was only made known to persons or
20
entities that were aware of the confidential nature of the idea and agreed to keep
21
the idea confidential.
22
96. After conceiving the novel idea, Idea Factory confidentially disclosed it to
23
Cohen, who was acting on behalf of A&E, per Cohen’s request on or about August
24
31. Cohen, and thus A&E, understood that Idea Factory submission of the idea was
25
confidential by virtue of Cohen’s position and experience at A&E and prior
26
dealings with Idea Factory and Rebel. Cohen and A&E voluntarily received the
27
idea from Idea Factory with the understanding that it was not to be disclosed to
28

20
COMPLAINT
 1
others and was not to be used or disclosed by A&E without Idea Factory’s
2
permission. Cohen, knowing this condition before the idea was disclosed to him on
3
behalf of A&E, voluntarily accepted the confidential disclosure.
4
97. Defendants breached the confidential relationship by using the idea and
5
disclosing Idea Factory’s idea to Grenada America, a competitor of Plaintiff, and
6
possibly others all without Idea Factory’s permission.
7
98. As a direct and proximate result of Defendants’ breach, Idea Factory has
8
suffered damages in an amount that is in excess of the minimum jurisdiction of the
9
Superior Court.
10
99. Defendants’ conduct as described herein was done with a conscious
11
disregard of the rights of Plaintiff, with the intent to vex, annoy, and/or harass
12
Plaintiff and to unjustly profit from the use of Plaintiff’s idea. Such conduct was
13
unauthorized and constitutes oppression, fraud, and/or malice under California
14
Civil Code §3294, entitling Plaintiff to an award of punitive damages in an amount
15
appropriate to punish or set an example of the Defendants in an amount to be
16
determined at trial.
17
18
19
20
SEVENTH CAUSE OF ACTION
21
CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH
22
CONTRACTUAL RELATIONS
23
(Both Plaintiffs against Defendants Reed, ICM, A&E and Does 1-30)
24
100.Plaintiffs reallege and incorporate by this reference the allegations contained
25
in the paragraphs 1 through 46, as though fully set forth herein.
26
101.On or about August 10, 2007, Idea Factory and Defendants Seagal and
27
Steamroller entered into the Joint Venture Agreement, for the purposes of
28

21
COMPLAINT
 1
conducting business together and to partner in connection with the development,
2
production and sale of a reality show starring Seagal. The Joint Venture Agreement
3
reflected an economic relationship containing the probability of future economic
4
benefit to Plaintiffs.
5
102.Defendants Reed, ICM and A&E had actual knowledge of the existence of
6
the Joint Venture Agreement and that Rebel, as Idea Factory’s agents, would
7
benefit financially from the Joint Venture Agreement.
8
103.Defendants Reed, ICM and A&E each intentionally, wrongfully, and
9
purposefully and in their own way interfered with the Joint Venture Agreement by
10
advising, counseling, and persuading Defendants Seagal and Steamroller to
11
breach, repudiate and/or ignore the Joint Venture Agreement. Defendants Reed,
12
ICM and A&E intentionally acted with a design to disrupt Idea Factory’s
13
contractual relationship with Defendants Seagal and Steamroller or knew that
14
interference was certain or substantially certain to occur as a result of their actions.
15
104.Defendant Reed, ICM and A&E’s conduct was wrongful, was not
16
privileged or authorized and constituted more than unscrupulous business tactics.
17
105.The acts complained of herein were made pursuant to a conspiracy among
18
Defendant Reed, ICM and A&E. All Defendants had knowledge of the Joint
19
Venture Agreement and participated in interfering with the Joint Venture
20
Agreement. Reed and ICM were aware of the Joint Venture Agreement through, at
21
the very least, Reed’s discussions with Silver. A&E was aware of the existence of
22
the Joint Venture Agreement through, at the very least, Cohen’s and Sharenow’s
23
discussions with Idea Factory and Rebel’s discussions with Cohen. On
24
information and belief, all Defendants were aware of Idea Factory’s and Rebel’s
25
rights and Seagal and Steamroller’s duties and obligations pursuant to the Joint
26
Venture Agreement. Moreover, all Defendants are well aware of the industry
27
practice relating to joint ventures of the kind described in this complaint. Even
28

22
COMPLAINT
 1
with this knowledge, all Defendants conspired to interfere with the Joint Venture
2
Agreement for their own financial benefit by agreeing to do all of the things they
3
did to move forward with the development and production of “Steven Seagal:
4
Lawman” without Plaintiffs.
5
106. As a result of Defendant Reed, ICM and A&E’s interference, the Joint
6
Venture Agreement was breached, repudiated, and/or ignored by Defendants
7
Seagal and Steamroller.
8
107.As a direct and proximate result of Defendants’ interference, Plaintiffs have
9
suffered damages in an amount that is in excess of the minimum jurisdiction of the
10
Superior Court.
11
108. Defendants’ conduct as described herein was done with a conscious
12
disregard of the rights of Plaintiffs, with the intent to vex, annoy, and/or harass
13
Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to avoid
14
paying a fee to Rebel. Such conduct was unauthorized and constitutes oppression,
15
fraud, and/or malice under California Civil Code §3294, entitling Plaintiffs to an
16
award of punitive damages in an amount appropriate to punish or set an example of
17
the Defendants in an amount to be determined at trial.
18
19
20
21
22
EIGHTH CAUSE OF ACTION
23
CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH
24
PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 1]
25
(Both Plaintiffs against Defendants Reed, ICM, A&E and Does 1-30)
26
109.Plaintiffs reallege and incorporate by this reference the allegations contained
27
in the paragraphs 1 through 46 and 60 through 99, as though fully set forth herein.
28

23
COMPLAINT
 1
110.In the event there is a determination that a contractual relationship does not
2
exist between Plaintiff and Defendants Seagal and Steamroller, Plaintiffs allege this
3
claim in the alternative.
4
111.Idea Factory and Seagal and Steamroller had a business relationship
5
containing the probability of future economic benefit to Plaintiffs.
6
112.Defendants had actual knowledge of the business relationship and that
7
Rebel, as Idea Factory’s agents, would benefit financially from the business
8
relationship.
9
113.Defendants each intentionally, wrongfully, and purposefully and in their
10
own way interfered with the business relationship by advising, counseling, and
11
persuading Defendants Seagal and Steamroller to breach, repudiate and/or ignore
12
the business relationship. Defendants intentionally acted with a design to disrupt
13
Idea Factory’s business relationship with Defendants Seagal and Steamroller or
14
knew that interference was certain or substantially certain to occur as a result of
15
their actions.
16
114.Defendants’ conduct was wrongful beyond the interference, was not
17
privileged or authorized, and constituted more than unscrupulous business tactics.
18
In particular, Defendant A&E’s conduct was independently wrongful because it also
19
breached an implied in fact contract and breached a confidential relationship with
20
Idea Factory. With respect to Defendants Reed and ICM, their conduct was
21
independently wrongful because they aided and abetted a breach of fiduciary duty.
22
115.The acts complained of herein were made pursuant to a conspiracy among
23
Defendants. All Defendants had knowledge of the business relationship between
24
Idea Factory, Rebel, and Seagal and Steamroller and participated in interfering with
25
that relationship. Reed and ICM were aware of the business relationship through,
26
at the very least, Reed’s discussions with Silver. A&E was aware of the business
27
relationship through, at the very least, Cohen’s and Sharenow’s discussions with
28

24
COMPLAINT
 1
Idea Factory and Rebel’s discussions with Cohen. On information and belief, all
2
Defendants were aware of Idea Factory’s and Rebel’s rights and benefits that would
3
result had they not interfered. Moreover, all Defendants were well aware of the
4
industry practice relating to these types of business relationships, including that
5
Rebel would receive a packaging fee. Even with this knowledge, all Defendants
6
conspired to interfere with the business relationship for their own financial benefit
7
by agreeing to do all of the things they did to move forward with the development
8
and production of “Steven Seagal: Lawman” without Plaintiffs.
9
116.As a result of Defendants’ interference, the business relationship between
10
Defendants Seagal and Steamroller and Plaintiffs was disrupted.
11
117.As a direct and proximate result of Defendants’ interference, Plaintiffs have
12
suffered damages in an amount that is in excess of the minimum jurisdiction of the
13
Superior Court.
14
118.Defendants’ conduct as described herein was done with a conscious
15
disregard of the rights of Plaintiffs, with the intent to vex, annoy, and/or harass
16
Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to take the
17
packaging fee away from Rebel. Such conduct was unauthorized and constitutes
18
oppression, fraud, and/or malice under California Civil Code §3294, entitling
19
Plaintiffs to an award of punitive damages in an amount appropriate to punish or set
20
an example of the Defendants in an amount to be determined at trial.
21
22
23
NINTH CAUSE OF ACTION
24
CONSPIRACY TO COMMIT INTENTIONAL INTERFERENCE WITH
25
PROSPECTIVE ECONOMIC ADVANTAGE [COUNT 2]
26
(Both Plaintiffs against Defendants Reed, ICM, and Does 1-30)
27
119.Plaintiffs reallege and incorporate by this reference the allegations contained
28

25
COMPLAINT
 1
in the paragraphs 1 through 46 and 60 through 99, as though fully set forth herein.
2
120.Idea Factory and A&E had a business relationship containing the probability
3
of future economic benefit to Plaintiffs.
4
121. Defendants had actual knowledge of the business relationship with A&E
5
and that Rebel, as Idea Factory’s agents, would benefit financially from the
6
business relationship through receipt of a packaging fee, among other things.
7
122.Defendants each intentionally, wrongfully, and purposefully and in their
8
own way interfered with the business relationship by advising, counseling, and
9
persuading A&E to breach, repudiate and/or ignore the business relationship.
10
Defendants intentionally acted with a design to disrupt Idea Factory’s business
11
relationship with A&E or knew that interference was certain or substantially
12
certain to occur as a result of their actions.
13
123.Defendants’ conduct was wrongful beyond the interference, was not
14
privileged or authorized, and constituted more than unscrupulous business tactics.
15
In particular, Defendants’ conduct was independently wrongful because they aided
16
and abetted a breach of fiduciary duty and interfered with the contract and/or
17
prospective economic advantage arising out of Plaintiffs’ relationship with A&E.
18
124.The acts complained of herein were made pursuant to a conspiracy between
19
Defendants. Defendants had knowledge of the business relationship between Idea
20
Factory, Rebel, and A&E and intentionally interfered with that relationship.
21
Defendants were aware of the business relationship through, at the very least,
22
Reed’s discussions with Silver. On information and belief, Defendants were aware
23
of Idea Factory’s and Rebel’s rights and benefits that would result had they not
24
interfered. Moreover, Defendants were well aware of the industry practice relating
25
to these types of business relationships, including that Rebel would receive a
26
packaging fee. Even with this knowledge, Defendants conspired to interfere with
27
the business relationship for their own financial benefit by agreeing to do all of the
28

26
COMPLAINT
 1
things they did to move forward with the development and production of “Steven
2
Seagal: Lawman” without Plaintiffs.
3
125.As a result of Defendants’ interference, the business relationship between
4
A&E and Plaintiffs was disrupted.
5
126.As a direct and proximate result of Defendants’ interference, Plaintiffs have
6
suffered damages in an amount that is in excess of the minimum jurisdiction of the
7
Superior Court.
8
127.Defendants’ conduct as described herein was done with a conscious
9
disregard of the rights of Plaintiffs, with the intent to vex, annoy, and/or harass
10
Plaintiffs and to unjustly profit from the use of Idea Factory’s idea and to take the
11
packaging fee away from Rebel. Such conduct was unauthorized and constitutes
12
oppression, fraud, and/or malice under California Civil Code §3294, entitling
13
Plaintiffs to an award of punitive damages in an amount appropriate to punish or set
14
an example of the Defendants in an amount to be determined at trial.
15
PRAYER FOR RELIEF
16
WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of
17
them, as follows:
18
1. For general damages in an amount according to proof at trial, plus pre-
19
judgment interest thereon;
20
2. For costs of suit incurred herein;
21
3. For exemplary and punitive damages on Plaintiffs’ Third, Fourth, Sixth,
22
Seventh, Eighth, and Ninth Causes of Action against Defendants named
23
therein, in addition to actual damages;
24
4. For the imposition of a constructive trust, in accordance with California
25
Civil Code §§2223-2224, on all revenue from the production, sale and/or
26
distribution of “Steven Seagal: Lawman” for the benefit of Plaintiffs’
27
interests, including the packaging fee.
28

27
COMPLAINT
 1
5. For such other and further legal and equitable relief as the Court deems
2
just and proper.
3
4
DATED: August ___, JOHNSON & JOHNSON LLP
5 2009
6
By:
7 Neville L. Johnson
8 Douglas L. Johnson
Attorneys for Plaintiffs,
9 GENUINE ENTERTAINMENT, INC.
10 d/b/a THE IDEA FACTORY and REBEL
ENTERTAINMENT PARTNERS, INC.
11
12
13
DEMAND FOR JURY TRIAL
14
Plaintiffs hereby demand a trial by jury.
15
16
DATED: August ___, JOHNSON & JOHNSON LLP
17 2009
18
19 By:
Neville L. Johnson
20 Douglas L. Johnson
21 Attorneys for Plaintiffs
GENUINE ENTERTAINMENT, INC.
22 d/b/a THE IDEA FACTORY and REBEL
ENTERTAINMENT PARTNERS, INC.
23
24
25
26
27
28

28
COMPLAINT