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13 Plaintiff,
14 v.
CROSS-COMPLAINT AGAINST
15 BRYAN HOLLAND; KEVIN PLAINTIFF GREGORY D. KRIESEL
WASSERMAN; THE OFFSPRING, a
16 California general partnership; OFFSPRING, Judge: Hon. Layne H. Melzer
INC., a California corporation; and DOES 1 Dept: C12
17 through 100, inclusive ,
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2 Holland (“Holland”), Kevin Wasserman aka Noodles (“Wasserman”), and Offspring, Inc.
5 “Kriesel”):
6 PRELIMINARY STATEMENT
7 1. Until his split as a member of the artist professionally known as The Offspring
8 (“The Band”) and from the similarly named at will-oral Partnership (“The Partnership”), Kriesel
10 2. On November 1, 2018, Kriesel, Holland, and Wasserman concluded that they could
11 no longer continue The Band and The Partnership together after differences arose between
12 Wasserman and Holland, on the one hand, and Kriesel, on the other. After Wasserman and
13 Holland discussed having Kriesel leave The Band, Kriesel acquiesced and left The Band.
14 Thereafter, as Kriesel was no longer a member of The Band, he was dissociated from The
15 Partnership.
17 “permanent” partnership which required Wasserman and Holland (but not Kriesel) to perform in
18 perpetuity as The Band, and which also mandated that Kriesel would receive an equal share of any
19 compensation, including salary, bonus, profits, or any other remuneration received by Wasserman
20 and Holland performing as The Band. Indeed, Kriesel asserts not only that The Partnership is
21 forced to continue in perpetuity, but that Holland and Wasserman are required to compensate him
22 as though he continued to perform with The Band. He further claims that Wasserman and Holland
23 must continue to perform for the express purpose of compensating Kriesel! Kriesel has
24 denominated this conjured “obligation” as a “business opportunity” that must be exploited for his
25 benefit.
26 4. Setting aside the obvious legal arguments that there could be no such thing as an
27 oral, permanent partnership, or a partnership which required two people to perform in perpetuity,
28 or indeed that anybody could be compelled to perform music publicly with anybody else for a
2 basis in fact. Wasserman and Holland never formed an oral, “permanent” partnership. The
3 Partnership is an at-will partnership, terminable at any time, for any reason. Kriesel was
4 dissociated from The Partnership when he no longer continued to perform with The Band.
6 dissociated as of November 1, 2018, that The Partnership was a partnership at will, and that
7 Kriesel is entitled only to his aliquot share of the limited assets owned by The Partnership as of the
8 date of Kriesel’s dissociation and the fair market value of his shares of Offspring, Inc., an unused
9 touring corporation, that had no employment or other contracts with any musicians (including
10 Wasserman, Holland, or even Kriesel) and not to any compensation from The Partnership, any
11 other partnership Wasserman or Holland may form, or The Offspring Inc. after November 1, 2018.
12 Kriesel is entitled to an aliquot share of the value of the trademark “The Offspring” and certain
13 music catalogue royalties, which are already paid directly from the source to each of the members
14 of The Band.
17 County, California, with other friends, including Doug Thompson, and Jim Benton. Eventually,
21 8. Thompson and Benton do not receive, and did not receive, future profits from The
22 Band’s touring or merchandise sales. Upon information and belief, Kriesel never contended that
23 Thompson or Benton were entitled to future profits from The Band’s touring and merchandise
24 sales.
25 9. In 1986, the band changed its name from “Manic Subsidal” to “The Offspring.” In
27 10. Holland, Wasserman, Lilja, and Kriesel then formed The Partnership. No written
28 partnership agreement was ever created or entered into by the members of The Band.
3 12. Lilja does not receive, and did not receive, future profits from The Band’s touring
4 or merchandise sales. Upon information and belief, Kriesel never contended that Lilja should be
5 entitled to future profits from The Band’s touring and merchandise sales.
6 13. In 1994, the individual members of The Band formed a corporation, Offspring,
8 14. In 2002, Holland, Wasserman, and Kriesel registered the trademark as The
10 15. The Band, consisting of Holland, Wasserman, Kriesel, and Welty, enjoyed some
11 commercial success together from 1994 until 2003, when Welty left the band.
12 16. Welty formally dissociated from the partnership on or after January 3, 2003. At
13 that time, Kriesel took the position that Welty was not entitled to any further proceeds from The
14 Offspring.
15 17. Specifically, Kriesel, at that time, took the position that Welty was entitled to
16 ongoing royalties from albums that came out while he played in The Band, but that Welty was not
18 18. Without Welty, and with Atom Willard assuming Welty’s duties, The Band
19 continued to perform from 2003 to 2007, releasing an album of new music in 2003.
20 19. In 2004, Kriesel commented to Enigma Magazine: “When we first got started, we
21 were hoping to get through the first summer. It kind of always went like that for us. Like okay,
22 we’ve actually got a band together. We actually have a song written. We have ten songs. So, it’s
23 always been a year at a time thing, and we never really had long-term goals, especially with the
24 kind of music that we play. At that time, the most successful punk band sold 20,000 albums or
25 something like that. So, it was never really something that we ever expected to make a career
26 out of, or do for long-term. We just kept it going, and here we are.” (emphasis added).
27 20. Atom Willard eventually left The Band in 2007, and Pete Parada assumed his
28 responsibilities. The Band released two albums of new music in 2008 and 2012.
2 touring or merchandise sales. Upon information and belief, Kriesel never contended that Willard
3 should be entitled to future profits from The Band’s touring and merchandise sales.
4 22. Differences developed between how Kriesel viewed The Band’s present and future,
5 and how Wasserman and Holland envisioned The Band’s present and future.
6 23. On or about November 1, 2018, Holland and Wasserman asked Kriesel to leave
7 The Band and, therefore, dissociate from The Partnership. Kriesel acquiesced and confirmed his
10 with Kriesel to purchase his shares of Offspring, Inc. and to provide to him his aliquot share of the
11 remaining undistributed assets of The Partnership: the trademark “The Offspring” and certain
12 music royalties (which are distributed directly to Wasserman, Holland, and Kriesel). (Most of the
13 assets of The Partnership were sold in 2018 and Kriesel has already received his aliquot share of
14 the proceeds from the sale.) Although preliminary discussions were held concerning the value of
15 Kreisel’s shares in The Partnership and in Offspring, Inc., Kriesel unilaterally terminated those
17 PARTIES
18 25. Kevin Wasserman is a natural person residing in Orange County, California.
19 26. Bryan Holland aka Dexter Holland is a natural person residing in Orange County,
20 California.
21 27. The Offspring is a general partnership which maintains its principal place of
23 28. Offspring, Inc. is California corporation which maintains its principal place of
25 29. Plaintiff and Cross-Defendant , Gregory D. Kriesel, alleges he was “at all times
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5 County, California.
6 GENERAL ALLEGATIONS
7 32. In the Complaint filed in this action, Cross-Defendant alleges that, in 1986, he,
8 Holland, and Wasserman (and not Lilja, who was then also a member of The Offspring) “orally
9 agreed to make their association permanent,” to carry on the business for profit, as co-owners,
10 and to equally share the profits and losses of the band.” Complaint ¶ 11.
11 33. In 1986, The Band released its first single and its first demo tape; because there
12 was little revenue, there were no “profits” to share. Holland, Wasserman, Lilja, and Kriesel orally
14 34. In 2001, Kriesel admitted that neither The Band nor The Partnership was a
16 Offspring] five more years.” He also commented that if he was unhappy with the next The
18 35. Kriesel also alleges that the partnership “continued without interruption” for 33
19 years. See Complaint ¶¶ 12–14. This is false. Ron Welty was a key member of The Band for
21 36. Kriesel contends, based on an oral agreement he alleges was made in 1986 to
22 “permanent[ly]” work together, that he should continue to receive, inter alia, an equal share of
23 compensation that Wasserman and Holland perform from any concerts that Wasserman and
24 Holland perform without him and any revenue from merchandise sold in connection with such
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6 38. There is an actual controversy and dispute relating to the legal rights and duties of
8 an oral agreement to make a “permanent” association and that pursuant to its terms Cross-
9 Complainants are obliged both to continue to render performance services and to pay to Kriesel
11 39. A judicial declaration is necessary and proper under the circumstances as Cross-
12 Defendant has refused to acknowledge that the partnership was at-will and that the terms asserted
14 40. There is an also actual controversy and dispute relating to the legal rights and
15 duties of Cross Complainants and Cross-Defendant in that Cross-Defendant now claims he was
17 41. A judicial declaration is necessary and proper under the circumstances that Cross-
22 Offspring, Inc., The Partnership, and any other partnerships that Holland and Wasserman may
24 43. A judicial declaration is necessary and proper under the circumstances that Cross-
26 The Partnership, or in any other partnerships that Holland and Wasserman may form separately or
27 together.
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7 46. Cross-Complainants previously sought to ascertain the value of the interests after
8 Cross-Defendant dissociated from the at-will partnership, and after he demanded to dissolve
9 Offspring, Inc.
12 48. Cross-Complainants request to ascertain and fix the fair value of the shares of
15 49. In doing so, this Court must account for any losses sustained by Offspring, Inc.
16 50. By this petition, Cross-Complainants elect to purchase for cash the shares of
17 Offspring, Inc. owned by Cross-Defendant at their fair value. As such, Cross-Defendants are the
18 “purchasing parties” under California Corporations Code section 2000. This election is made by
19 the approval of the outstanding shares, excluding those shares held by Cross-Defendant.
20 51. Cross-Complainants and Cross-Defendant are unable to agree upon the fair value of
22 52. Cross-Complainants request to ascertain and fix the fair value of the share of The
24 53. In doing so, this Court must account for any losses sustained by The Partnership.
25 54. By this petition, Cross-Complainants elect to purchase for cash the shares of The
26 Partnership owned by Cross-Defendant at its fair value. This election is made by the approval of
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6 1. That this Court appoint three disinterested appraisers to appraise the fair value of
7 the shares of Offspring, Inc. and The Offspring, partnership, owned by Cross-Defendant;
8 2. That pursuant to Corporations Code section 2000(f), this Court set the date of the
9 valuation for the shares owned by Cross-Defendant as November 1, 2018, the date the written
10 notification seeking to have Kriesel’s interests in Offspring, Inc. and The Offspring, partnership,
11 terminated;
12 3. That this Court prescribe the time and manner of producing evidence, if such
14 4. That this Court confirm the appraisers’ award of the value of Cross-Defendant’s
15 shares in Offspring, Inc. and in The Offspring partnership, and thereafter provide a deadline by
16 which Cross-Complainants are required to pay Cross-Defendant for the value of his shares;
17 5. That once Cross-Complainants timely make the payment set forth by this Court for
18 the fair value of Cross-Defendant’s share, this Court order Cross-Defendant to transfer his shares
19 to Cross-Complainants;
25 10. A declaration that Cross-Defendant is not entitled to any proceeds from Offspring,
27 11. A declaration that Cross-Defendant is not entitled to any proceeds from any other
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By:
6 Bert H. Deixler
Attorneys for Defendants and Cross-Complainants
7 Bryan Holland, Kevin Wasserman; The Offspring;
Offspring, Inc.
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3 At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Los Angeles, State of California. My business address is 10100 Santa
4 Monica Blvd., Suite 1725, Los Angeles, CA 90067.
16 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
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Executed on August 1, 2019, at Los Angeles, California.
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20 Carla Rossi
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603187233.1 11
CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL