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\tfy^ ORIGINAL
JEFFREY KONVITZ (STATE BAR NO. 112184}
LawOffices of Jeffrey S. Konvitz
1801 Century ParkEast, Suite 2400
Los Angeles, California90067
Tel. 310-772-2800
Fax. 424-777-0583
Attorney for Plaintiff Foreign Language Center Inc.
d/b/a OneWorld Language Solutions and OWLS Media
FILED
v Court of Cz
-inty of Los Anqeles
JUL 09 2014
SuperiorCourtof California
Coun "
Sherri R. Caj
By.
ive Officer/Clerk
Deputy
shaunya Bolden
SUPERIOR COURT FOR THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES-CENTRAL DISTRICT
FOREIGN LANGUAGE CENTER INC. DBA
ONEWORLD LANGUAGE SOLUTIONS
AND OWLS MEDIA, a corporation
Plaintiff,
vs.
DAVID HASSELHOFF, an individual;
HOFFSTUFF TOURING LLC, a limited
liabilitycompany; ERIC GARDNER, an
individual; NATIONAL GEOGRAPHIC
CHANNELS INTERNATIONAL; NATIONAL
GEOGRAPHIC VENTURES, INC, a
corporation; FOXENTERTAINMENT
GROUP, INC. a corporation; and DARLOW
SMITHSON PRODUCTIONS, LTD, a
corporation
Defendants
case no. BC 5 51 154
COMPLAINT FOR:
9.
Breach of Contract-Part Written/Part Oral
Breach of the Covenant of Good Faith and
Fair Dealing.
Intentional Misrepresentation and Fraud
Fraudulent Concealment
Unfair Business Practices
Intentional Interference with Contractual
Relations
Intentional Interference with Prospective
Economic Advantage
Conversion
Injunctive Relief
D.J5L -
Plaintiff Foreign Language Center Inc. DBA OneWorld Language Solutions and WpS
Media ("Plaintiff) hereby alleges andpleads as follows:
SHORT STATEMENT OF THE CASE
1. Plaintiff, aproducer of documentaries, entered into agreement (the "AgreemeS;
partially written/partially oral, with Defendant David Hasselhoff ("Hasselhoff) through
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Defendant Hasselhoffs manager, Defendant Eric Gardner ("Gardner) with respect to a
documentary to be produced on account of the 25th anniversary ofthe fall of the Berlin Wall in
November of 1989 (the "Anniversary" and the "Wall Events," respectively). The Agreement was
exclusive, inclusive ofaright to tell the Hasselhoff story under aFormat, created by Plaintiff (the
"Format"). The Format, proposed by Plaintiff to Defendants Gardner and Defendant Hasselhofi
in April and May of2013, focused on Defendant Hasselhoffs involvement in and with the Wal
Events along with the impact ofhis song, Looking For Freedom, which became the Wall Events
anthem (the "Song"). As further proposed, Plaintiffs documentary (the "Documentary") would
be imiquejmd would present Defendant Hasselhoffs remembrances off-site and at relevant
locations in Berlin, inclusive ofthe former East Berlin, and in other parts ofGermany, Defendant
Hasselhoffs personal narration, interviews with persons involved in the Wall Events, plus
segments concerning Defendant Hasselhoffs current career and his fame in Germany and an
examination of the origins of the Song.
Defendant Flasselhoff was paid. Defendant Hasselhoff performed in the Documentary
Unfortunately, Defendant Gardner caused Defendant Hasselhoff to enter into an arrangement
several months after the Agreement was concluded with subsidiaries ofthe National Geographic
Society (the "Society") and Endemol (which companies had full knowledge of the Agreement
and the Documentary) to appear in a superseding documentary almost identical in theme, scope
and focus to the Documentary and using the Format (the "NGCl Program"). That
Society/Endemol documentary program...Plaintiff be damned...has been produced (the "NGCI
Program") and is scheduled to air in the fall on the Society's worldwide television channels,
crushing Plaintiffs Documentary and its economic well-being.
The abovementioned acts in their entirety by the Defendant parties identified hereinafter
with specificity have given rise to the contractual and tortious claims set forth herein.
PARTIES
Plaintiff
2. Plaintiff is a corporation incorporated in the State of Texas and qualified to do
business in the State of California. Its principal places of business are in Dallas, Texas, and in
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Los Angeles, California. It operates as OneWorld Language Solutions when supplying
translation and language services to international businesses and media companies. It operates as
OWLS Media when producing and financing documentaries. It is the financier and producer of
the Documentary.
Defendants
3 Defendant Hasselhoff is an actor, musician, and singer and a resident of the city
of Calabasas in the county of Los Angeles, California. He is principally known for his starring
turns on Knight Rider and Baywatch. In Germany, he is also a renowned musical artist and is
particularly well-known there and elsewhere for his connection to the historic events related to
the fall of the Berlin Wall in November 1989 (i.e. the above-defined Wall Events) and his song
Lookingfor Freedom (the above-defined Song)
4. Defendant Hoffstuff Touring LLC, is a California limited liability company,
owned by Defendant Hasselhoff ("Hoffstuff). It purports to be Defendant Hasselhoffs loan-out
corporation, as such term is commonly understood, and is used to lend the services of Defendant
Hasselhoff to third parties.
5. Defendant Eric Gardner ("Gardner") is an entertainment manager/agent, who
manages Defendant Hasselhoff. He is a resident of the City of Santa Rosa Valley in Ventura
County, California. At all times set forth in this Complaint, he was the manager/agent of
Defendant Hasselhoffand the principal negotiator on Defendant's Hasselhoffs behalf.
6. Defendant National Geographic Channels International ("NGCI") is a television
programming company located in London, the United Kingdom. It's programming is shown on
National Geographic channels worldwide and in other media, inclusive of DVD formats. The
exact enterprise form of this entity is unknown. It is intended by NGCI, NGV, and Fox (as the
latter two companies are hereinafter defined) that the NGCI Program will be aired on the
National Geographic channel in the United States ("Nat Geo"), the US broadcast cable and
satellite channel, co-owned, on information and belief, by theSociety and Fox Cable Networks, a
division of 21st Century Fox. It is also intended that the NGCI Program will be aired on other
sister networks around the world ("Nat Geo World Channels"), among other licensed
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international television and DVD outlets. Byentering into contracts with California residents and
doing other business in California and bydirecting its productions into the California market for
profit, NGCI has engaged in business in the State of California and is accordingly subject to the
general jurisdiction of this state. In addition, by engaging in the tortious acts alleged herein
against a company authorized todo business inCalifornia and which has oneof its two principal
offices in this state, Defendant NGCI has made itself subject to the special jurisdiction of the
State of California as well.
7. Defendant National Geographic Ventures. Inc. ("NGV") is a wholly-owned
subsidiary of the Society. On information and belief, Plaintiffalleges that Defendant NGV, at all
times set forth in this Complaint, was and remains a co-owner of Defendant NGCI and approved
the production of the NGCI Program. Defendant NGV is incorporated in the Stateof Delaware
and has its principal office in Washington D.C. However, by entering into contracts with
California residents, by doing other business in California, and by directing its productions into
the California market for profit, Defendant NGV has engaged in business in the State of
California and is subject to the general jurisdiction of this state. In addition, byengaging in the
tortious acts alleged herein against a company authorized to do business in California (and doing
business therein) and which has one of its two principal offices in this state, Defendant NGVhas
made itself subject to the special jurisdiction of the State of California as well.
8. Defendant Fox Entertainment Group, Inc. ("Fox") is an American Entertainment
Company, whose principal place of business is located in the City of Los Angeles. On
information and belief, Fox, at all times set forth in this Complaint, was and remains a co-owner
of Defendant NGCI. Fox is a division of 21st Century Fox and, on information and belief,
Plaintiff alleges that Fox approved the production of the NGCI Program. Fox is incorporated in
the State of Delaware.
9. Defendant Darlow Smithson Productions LTD is a corporation, which to the best
of Plaintiffs knowledge, is organized under the laws of the United Kingdom ("Darlow"). Aunit
of international, production behemoth, Endemol, it is involved in the production of the NGCI
Program. By entering into contracts with California residents, by doing other business in
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California, and by directing its productions into the California market for profit, Defendant
Darlow has engaged in business in the State of California and is subject to the general
jurisdiction of this state. In addition, by engaging in the tortious acts alleged herein against a
company authorized to do business in California (and doing business in California) and which
has one of its two principal offices in this state, Defendant Darlowhas made itself subject to the
special jurisdiction of the State of California as well.
10. Defendant NGCI, Defendant Darlow, Defendant NGV, and Defendant Fox will
from time to time be referred to herein as the "Nat Geo Parties."
11. Plaintiff is informed and believes and therefore alleges that at all relevant times
each defendant, including Does 1 through 100, as hereinafter designated, was the agent, partner
employee, co-conspirator, and/or joint tortfeasor with the each of the other defendants, and, in
doing the things alleged herein, were acting within the scope of each relevant capacity.
12. Plaintiff is unaware of the true names, identities, or capacities of defendants Does
1 through 100, and for this reason said defendants are referred to herein by such fictitious names.
When plaintiff ascertains the true names, identities, or capacities of DOES 1 through 100,
inclusive, or any of them, Plaintiff will amend this Complaint to allege the same. Plaintiff is
informed and believes and thereon alleges that at all times relevant to the facts alleged herein,
each fictitiously named defendant was responsible in some manner for the acts, occurrences,
happenings, and/or omissions hereinafter alleged.
GENERAL STATEMENT OF FACTS
13. On March 15, 2013, Mark Hayes ("Hayes"), Plaintiffs co-owner, along with his
wife, Gabriele Hayes ("Gabi"), who was born and raised in East Gennany, wrote to Defendant
Gardner, Defendant Hasselhoffs manager/agent, and inquired by email about Defendant
Hasselhoffs interest in participating in a documentary about the Wall Events, the documentary to
be produced in anticipation of the 25th anniversary of the fall of the Berlin Wall (the above
defined Anniversary). Therein, Plaintiff proposed to center the documentary around Defendant
Hasselhoff and his involvement in the Wall Events.
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14. On March 16, 2013, Defendant Gardner and Hayes exchanged emails in regard to
a protest rallythat was to be held on March 17, 2013 at theEast Side Gallery in Berlin, Germany
(the "Rally"), where Defendant Hasselhoff was scheduled to appear and participate. The East
Side Galleryis one of the few remaining sections of the Berlin Wall and a real estate developei
was moving to demolish it. A "save the wall" protest group was mounting the Rally. With
respect thereto, Defendant Gardner advised Hayes, who planned to shoot the Rally event, that
"you may shoot David's [Hasselhoff] activities aspart ofyour coverage of the overall event, bui
may not utilize any ofthe footage inany Hasselhoffcentric documentary until we have come to
an agreement with respect thereto." At this early point, Defendant Hasselhoffs representatives
clearly understood that the documentary, which Plaintiffintended to finance andproduce, would
be focused entirely around Defendant Hasselhoffs special relationship to the Berlin Wall, the
Wall Events, and the Song and their special place in history.
15. On March 17, 2013,' East Side Gallery Rally press conference was shot by
Plaintiff with Defendant Hasselhoffs participation. Plaintiff also filmed private interviews with
Defendant Hasselhoff for inclusion in the Documentary and shot material at and neai
Defendant's Hasselhoffs hotel and on Defendant Hasselhoffs way to the Rally site. The
foregoing shall be referred to herein as the "RallyShoot."
16. Just prior to April 12, 2013, and, after viewing Plaintiffs prior documentary
entitled, One Germany, The Other Side of the Wall, Defendant Gardner emailed Plaintiff and
stated: "Yes, weare interested inmoving ahead with this.... Have a think andmake a proposal."
17. The budget of the Documentary was preliminarily estimated at $450,000 with
respect to which Defendant Hasselhoff and Defendant Gardner had no objection. Plaintiff
intended to finance a significant portion of the budget with its own capital, while arranging the
rest from off-balance sheet sources, including from one or more of its close group of investors
(who actually invested and who were prepared to fully finance the entire budget, if required, at
all times).
18; On April 16, 2013, Plaintiff sent Defendant Gardner and Defendant Hasselhoff a
more detailed outline of Documentary's Format: Hayes wrote:
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"/ am envisioning a film that would include a meaningful arcfor Davidas he
revisits Berlin andpartsoftheformer East, hearingfirst-hand what "Looking for
Freedom" [HasselhoffsSong] meant to the people who were most affected byit.
We would also visit afew East German landmarks...a Stasiprison, the complex
where shredded Stasifiles were reassembled, the church in Leipzig where the
peaceful demonstrations began, leading up tothefall ofthe Wall, andto perhaps
David'sfinest hourhis performance at the Brandenburg Gate onNewYear's
Eve. We would also examine thehistory ofthesong that willforever be connected
to this historicalperiod. Who were the writers? Why did they writeit? Andhow
didit become ananthem ofthe times? Another question looming inmy mind is
was there everan attempt tosilence DavidHasselhoff? Howmuch ofa thorn did
he represent in theside ofthe Communist regimes ofnotjust East Germany, but
ofthe othereast bloc, countries. We wiltfind out."
Plaintiff also proposed an advance of $25,000 to Defendant Hasselhoff against 15% of
producer's net profits and, further, by email date April 18, 2013, Hayes stated, "Iam hoping the
originality of this project and its unique perspective...when there will be many Berlin Wall
themedprojects... will allow it tostandout andget some serious attention and buyers."
19. Defendant Gardner responded by email on May 6, 2013 and stated: "We are okay
with yourproposal, so longas David's 15% is calculated usingthesamedefinition andis paid ai
the same time as Producer (who I assume is you.). Defendant Gardner then, as additional
consideration for Defendant Hasselhoffs services, demanded an executive producer credit for
himself. It was granted by Plaintiff.
There was no objection to the term unique, which was used in the emails between Hayes
and Defendant Gardner.
20. The first meeting among Defendant Gardner, Defendant Hasselhoff, Hayes, and
Gabi occurred on May 10, 2013, shortly after the Agreement had been bound by emails and oral
understandings between Defendant Gardner, on behalf of Defendant Hasselhoff, and Plaintiff.
Production details were discussed including documentary length. Plaintiff advised that they
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intended to aim for a standard fifty-five (55) minute production. Defendant Gardner and
Defendant Hasselhoff suggested that there might be enough material to shoot a feature length
documentary. The suggestion was tabled.
21. By email dated June 27, 2013, Plaintiff advised Defendant Gardner that Plaintiff
wished to move ahead and would use its own money. The impetus to begin immediate
production immediately, however, was the appearance of an impending, pre-scheduled
Hasselhoff concert in Gmunden, Austria.
The import of filming the concertand the import of other film targets in Julywere further
set forth in this email, among other contemporaneous emails.
22. On June 27, 2013, in order to grease the wheels for production at Gmunden,
Defendant Gardner sent an email to the Gmunden concert promoter announcing the
Documentary, a documentary "focusing on David and the effect he had with respect to the
Wall...". Thereafter, permission to use the concert as part of the Documentary was obtained.
23. Shortly thereafter, Hayes called Defendant Gardner and suggested they put a
formal written agreement in place. Defendant Gardner demurred and advised that the emails and
oral understandings (which included the payment schedule) constituted the Agreement and they
did not need more.
24. Full production commenced at the Hasselhoff/Gmunden concert on July 15, 2013
the Gmunden shoot centered around Defendant Hasselhoff and his position in Europe, past and
present, all calculated to build a frame of reference for the Wall Events and the Documentary.
The concert finished, Plaintiffs crew, including Hayes and Gabi, then moved to Berlin and other
parts of Germany for additional footage and interviews, while searches continued for archival
Wall Event footage and collateral matters connected thereto.
The shoot lasted over two weeks.
25. On July 17, 2013, the first payment owed to Defendant Hasselhoff under their
Agreement, which included rights to his story concerning the Wall Events and his onscreen
participation as host and narrator, was timely made to Hoffstuff, Defendant Hasselhoffs loan-out
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corporation (as instructed by Defendant Gardner). On August 5, 2013, the second payment owed
to Defendant Hasselhoff was paid.
26. Sometime prior to the end of July 2013, Defendant Gardner called Hayes and
requested permission to use the Gmunden concert material shot by Plaintiff with Defendant
Hasselhoff for Defendant Hasselhoffs promotional purposes...i.e. allegedly to help Defendant
Gardner book shows for his client. Permission was granted.
Plaintiff does not know how this material was used, if at all, but it might have been sent
to Defendant NGCI and/or Defendant Darlow.
27. On August 6, 2013, Defendant Gardner called Hayes. "Great minds think alike,'
were Defendant Gardner's initial words. He then advised that he'd received an allegedly "out oj
the blue" call from Defendant NGCI in the UK and Defendant Gardner commented that
Defendant NGCI "seemed to have read Plaintiffs early [Format] emails" as Defendant NGCI
allegedly wanted to produce a documentary for Nat Geo and the Nat Geo Worldwide Channels
(the above-defined NGCI Program), which, according to Defendant Gardner, would be "very
similar to ours." He then asked if Plaintiff would be willing to work together with Defendant
NGCI on a jointly-produced documentary.
28. On August 9, 2013, by email, Defendant Gardner implored Plaintiff that
"working with Nat Geo would be a great career move for all of us." The email also contained
excerpts from the NGCI proposal, which apparently was initiated by one of their outside
production company suppliers, Defendant Darlow (though it is unclear as of the date of this
Complaint, if the approach by Defendant Darlow and Defendant NGCI had been solicited by
Defendant Hasselhoff or Defendant Gardner or by one of Defendant Hasselhoffs agents in the
first place). Plaintiff, in response, noted that the Defendant Darlow/Defendant NGCI pitch was
very similar in all respects to the original pitch made by Plaintiff to Defendant Gardener and
Defendant Hasselhoff, which pitch now had been transformed into the actual Documentary itself
and to which Defendant Hasselhoff was bound by contract (and by his grant of exclusive and
unique rights). Simply, the NGCI Program pitch appeared to mimic the Format.
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29. Plaintiff agreed to speak with a Defendant NGCI representative and furthet
advised that Plaintiff would be prepared to work with Defendant NGCI and combine forces if
everything fell in place.
30. A conference call took place on August 12, 2013. On thecall was Carolyn Payne
("Payne"), a NGI executive producer, and, on information and belief, an officer thereof, Hayes.
Gabi, and Defendant Gardner. The call took almost an hour. Payne inquired about the
Documentary. Hayes described the Documentary's subject matter and the Format in detail, the
use and focus on Hasselhoff, his role therein, and Plaintiffs knowledge of Germany and the
events incorporated in the Documentary (as they were there at thetime). Hayes further described
the Rally shoot material already obtained, the Gmunden footage which was shot, the othet
material Plaintiff had shot and were about to shoot and the central role that the Song had played
in the cataclysmic events. Hayes further observed that there might be other projects about the
Berlin Wall as the Anniversary was approaching, but by integrating Defendant Hasselhoff into
the project under the Format as the Documentary's central element, this Documentary would be
unique. Thecall ended without reaction from Payne, other than they will get back at some point.
31. On September 20, 2013, while Plaintiff was proceeding with Documentary
production and expenditures, included editing shot material and assembling historical footage,
Defendant Gardner advised that he had no new information about Defendant NGCI's agenda and
would attempt to contact Payne.
32. On October 15, 2013, Defendant Gardner emailed Plaintiff and informed its
principals, Hayes and Gabi, that:
"1 have heardfrom NGC ...they indeedprefer moving ahead with a separate one-
hour TVspecial, designed to air in November 2014ontheir NGC channels
worldwide and would like to include David as one ofa numberofelements...once
again they stressed that their show will bea mostly archival lookfrom a dry
historical perspective (their phrase), which theyfeel will have zeroimpact onthe
feature documentary (and, in turn, are unconcerned that thefeature doc will have
any impact on their one hour special). So what's the next stepwith ourproject?"
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Of course, reference to a feature documentary was a straw dog argument as the
Agreement between Plaintiff and Defendant Hasselhoff was never based on the Documentary
being feature-length (i.e. it was merely a suggestion made by Defendant Hasselhoff to be
considered if there was enough material). Defendant Gardner further emphasized that the NGCI
plan was now not to deal with the Song or most of the other key and unique elements of the
Format, nor was it even certain that Defendant Flasselhoff would be involved in the NGCI
Program at all once it was all said and done.
33. Plaintiff feared the NGCI Program would not have zero impact as Plaintiff
suspected that the NGCI Program, if it was produced, might mirror the Documentary and its
Format, that Defendant NGCI might intend to use Hasselhoff in much the same way he was
being used in the Documentary, that the Documentary's theatrical life, if any, would be
decimated by a massive Nat Geo worldwide television airing of the Program, if it was Defendant
Hasselhoff-centric, that the television value of the Documentary, Plaintiffs major source of
production cost recoupment, would be decimated if the NGCI Program was Defendant
Hasselhoff-centric and exhibited, that Plaintiff would lose the over $200,000 it had already
invested, plus the additional monies now required to complete the Documentary, and that
Defendant NGCI's actions (along with the actions of Defendant Hasselhoff and Defendant
Gardner), if they moved ahead, would be violative of the Agreement. Consistent therewith,
Plaintiff, notwithstanding all of Defendant Gardner's qualifications, responded to Defendant
Gardner's email and oral pleadings statements by an email dated October 16, 2013. In short
Plaintiff advised,"This is not okay with us!"
34. Ignoring the fact that: (i) there was a concluded, binding, and valid Agreement
between Plaintiff and Defendant Hasselhoff with respect to the Documentary (and Defendant
Hasselhoff had been fully paid to date); (ii) Documentary production had been ongoing for six
months; and (iii) the NGCI Program might potentially mirror the Documentary already in
production, Defendant Gardner countered that Hayes should have told him not to even
contemplate Defendant NGCI's approach at the time of the Conference Call, rather than at this
later date, a bizarre admonition in that the possibility that Defendant NCGI might actually
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produce a separate Defendant Hasselhoff-centric documentary without Plaintiffs participation,
identically built around Defendant Hasselhoff and the Format and with Defendant Hasselhoffs
unlawful participation, did not actually rear its head until mid-October and, at that time,
Defendant Gardner could have informed Darlow and NCGI that he could not proceed with them.
35. Plaintiff threatened litigation. In order to quiet the savage beast, Defendant
Gardner, by email dated October 21, 2013, advised that they should put a pin in the whole
matter as "the NGC board still has to approve the commissioning of their special...and the
controversy will he rendered moot if the commission doesn't get approved." By the same email,
Defendant Gardner laid out an aggressive legal positionas follows:
(a) Defendant Gardner alleged they had an Agreement, as embodied in Plaintiffs
email proposal of April 18, 2013 and Defendant Gardner's response of May 6, 2013, and
Defendant Hasselhoff remained committed to the Documentary. (However, Defendant Gardner
failed to mention that he'd rejected Plaintiffs request for a more complete, integrated agreement
in line with industry standards, which rejection was and is inconsistent with the later attempts by
Defendant Gardner and Defendant Hasselhoffs counsel to force a long form agreement down
Plaintiffs throat, an agreement whose terms clearly demonstrate an intent to waive all of
Plaintiffs then-possible causes of action and claims, destroy Plaintiffs ability to finish the
Documentary, and, in fact, claim the Documentary copyright for Defendant Hasselhoff, along
with the right to use Documentary material in other programs (i.e. the NGCI Program?...See
discussion below).
(b) Defendant Gardner alleged that there was no mention of exclusivity in the emails
designated by him and, thus, according to Defendant Gardner, Plaintiff knowingly agreed to
allow his client, Defendant Hasselhoff, to commit to competing Hasselhoff-centric
documentaries about the Wall Events produced by major production companies with self-
contained worldwide distribution outlets in all media on the same subject matter as Plaintiffs
Documentary and using virtually the same Format, (notwithstanding that the such acquiescence
would destroy the commercial viability of the Documentary and its uniqueness, and would lead
to Plaintiffs commercial ruin);
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(c) Defendant Gardner warned, if Plaintiffceased production on the Documentary,
because Defendant Hasselhoff had agreed to participate in the NGCI Program Defendant
Hasselhoff would sue Plaintiff on the grounds that a financing company cannot stop the
production and financing of a movie even if it pays off its key performer, once it has concluded a
deal with the key performer for the performer's services therein; and
(d) then, Defendant Gardner proceeded to advise Plaintiff that Defendant NGCI had
no objection to Plaintiffs use of Defendant Hasselhoff in the Documentary under the Format
and, further, the two films would be different because the NGCI Program would only be fifty-
five (55) minutes long, whereas the Documentary would be feature-length (though, again, the
feature length component was suggested by Defendant Gardner and Defendant Hasselhoff after
the fact and not by Plaintiff and it had never been agreed to as part of any Agreement, nor was it
relevant). In addition and finally, Defendant Gardner advised there'd be no reference to the Song
in the NGCI Program and there'd now be little or no similarity to the Format according
Defendant Gardner's more complete and recent understanding.
36. By email dated October 27, 2014, Defendant Gardner advised that there was still
no decision as to whether Defendant NGCI was even going to pursue the NGCI Program and
orally advised that Defendant Hasselhoff had no deal currently with anyone at Defendant NGCI
or Darlow.
37. On November 11, 2013, while Defendant Gardner was still advising that the
NGCI Program had not been approved by Defendant NGCI or its parents, Plaintiff advised
Defendant Gardner that Plaintiff had taken meetings with German television distributors
(incorrectly noted as producers in the email) and that none had any interest in a feature length
documentary (i.e. there was only interest in a documentary that ran the standard fifty-five (55)
minutes, which, of course, decimated one of Defendant Gardner's principal arguments). Simply,
a feature length documentary would remain undistributed and, of course, Defendant Nat Geo, ii
it made and televised the NGCI Program and used anything near the Fonnat, inclusive of
Defendant Hasselhoffs Format services, which the German distributors knew nothing about, it
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woulddestroy the exploitation market and particularlythe television market for the Documentary
forever.
38. Hoping either that Defendant's NGCI Program would never see the light of dayor
if it did, it would not incorporate the Format and/or Defendant Hasselhoff would not breach his
Agreement and fatally damage the Documentary, and, further, havingcommitted huge amounts
of personal funds to the Documentary, plus investor money, Plaintiff had no choice but to
continue to move ahead. First and foremost, Hayes tried to set dates for interviews with
Defendant Hasselhoff, including trips with Defendant Hasselhoff to key Berlin sites, including
the former-East Berlin, and other East German locations for on-camera, Documentary-set-pieces
and narration, but was told by Defendant Gardner that Defendant Hasselhoff was booked for the
next several months. In fact, the only available time for Los Angeles interviews would be
between February 1, 2014 and February 17, 2014. Further, there'd be no available dates until
late spring for a trip to Berlinfor location shootingand on-camera interviews around significant
historical sites with Defendant Hasselhoff.
39. On February 17, 2014, an on-camera segment was shot by Hayes and Gabi for
Plaintiff in Defendant Flasselhoffs home in Calabasas. After the interview, Hayes told Defendant
Hasselhoffs assistant, Nick Corjon, that he and Gabi were going to Berlin to work on the
Documentary and the assistant then innocently told them Defendant Hasselhoff would soon be
travelling to Berlin, too. Hayes suggested they could then get the location footage they needed
while all parties were in Berlin. The assistant then advised them that Defendant Hasselhoff was
going to Berlin to work with Defendants Darlow and NGCI on the NGCI Programand would not
be available to them.
40. This was the first confirmation that the NGCI Programwas going to be produced
and that Defendant Hasselhoff was going to be involved and the information didn't come from
Defendant Gardner or Defendant Hasselhoff, but inadvertentlyfrom an assistant.
Hayes and Gabi were furious,
41. On February 21, 2014, Gabi emailed Defendant Gardner declaring their
disappointment in what had transpired...against all their hopes. Responding, Defendant Gardner
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still denied that anythinghad been set in stone or a contract with Defendant Hasselhoffhad been
concluded. Based onthe events and communications, Plaintiff was simply unsure of what todo,
but feared the worst.
42. On April 10, 2014, notwithstanding Defendant Gardner's refusal to proceed to a
long form agreement in July of 2013, a long form agreement, entitled Deal Memo (the "Deal
Memo"), was sent to Plaintiff by Lapidus, Root, and Sacharow, a long form agreement which
contained numerous outrageous and patently unacceptable terms that were never discussed
before. Among the most outrageous provisions and language tendered were the following:
(a) The word "non-exclusive" was inserted with respect to services without
differentiating between Defendant Hasselhoffs right to work on projects unrelated to the
Documentary and the Format and the Wall Events (which would be acceptable and always was
acceptable) and the right to work on any documentary based on the Format and concerning
Defendant Hasselhoffs involvement with the Wall Events, wliich story rights had been secured
from Defendant Hasselhoff byPlaintiff, including Defendant Hasselhoffs on-screen services;
(b) Defendant Hasselhoff would co-own the Documentary with Plaintiff and,
thus, would bepennitted touse the footage non-exclusively inany way hepleased (including, by
logical extension, in Defendant's NGCI Program); and
(c) Defendant Hasselhoff would have creative approval over the
Documentary, which right, even limited by the terms "not to be unreasonably withheld" would
give Defendant Hasselhoff the power tostop the Documentary inits tracks and certainly delay its
completion until long after Defendant's NGCI Program had been aired all over the world.
43. Angryand confused, Plaintiffdid not respond.
44. The Deal Memo was resent to Plaintiff on May 8, 2014. Again, they did not
respond.
45. Defendant Hasselhoff was set for a German concert in mid-May and Plaintiff
insisted that the location shoots be done at the time (as they still believed they had to finish the
Documentary on account of their investment, defened money and participations owed to
members of Plaintiffs crew, the Plaintiffs reputation, inclusive of Hayes and Gabi's reputations
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in Gennany and around the world and to deflect the threatened lawsuit by Defendant Gardner.
Defendant Gardner agreed. However, Defendant Gardner demanded that upon the return to the
states, Plaintiff had to sign the Deal Memo and, further, before the trip to Germany, Defendant
Hasselhoffs third payment had to be made as scheduled. The payment was made.
46. The Berlin shoot, which took place on May 20 and 21st, was an uncomfortable
experience. First, Hayes picked up Defendant Hasselhoff from the airport on the evening of May
19, 2014 and Defendant Hasselhoff immediately commented about the Plaintiff losing its
financing according to Defendant Gardner and how he, Defendant Hasselhoff, was happy that
everyone, according to Defendant Gardner again, was cool about the two similar productions
continuing. Hayes explained in extremely clear and firm terms that neither of the statements was
true. Financing was not lost and Plaintiff was not at all happy that the NGCI Program was going
forward.
Then, during the Berlin shoot, Hayes and Gabi inadvertently discovered that several of
the Plaintiffs plamied Format locations or similar locations had already been used by Defendants
NGCI and Darlow with the full cooperation of Defendant Hasselhoff. For example, while
filming at a Stasi prison, Defendant Hasselhoff mentioned to a former Stasi prisoner, who was
part of the segment, that he'd shot a very similar segment for the NGCI Program at another
nearby Stasi prison. Hayes and Gabi were mortified. They also didn't appreciate that Defendant
Hasselhoff was promoting the NGCI Program to everyone he spoke to while he being paid by
Plaintiff on Plaintiffs location shoot.
Finally, Defendant Hasselhoff advised that he hated the suggested title of the
Documentary, Mr. Hasselhoff, Tear Down This Wall or anything like it and would refuse to
approve it. Later, Hayes and Gabi learned that the title of the NGCI Program is to be Hasselhofj
vs. the Berlin Wall.
47. Hayes and Gabi returned to Los Angeles on June 1, 2014. They were grossly
unhappy and began discussing recourse.
48. On June 6, 2014, while Plaintiff was considering its legal options, Defendant
NGCI issued the following press release to the worldwide media (the "Press Release"):
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"National Geographic Channels International (NGCI) has announced the
commission ofa one-hour special, Hasselhoff vs. the Berlin Wall, fromDarlow
Smithson Productions. The special, which commemorates the 25th anniversary of
thefall oftheBerlin Wall, willpremier in the U.S. andinternationally on
National Geographic Channel later this yearin 171countries and45 languages.
DavidHasselhoff has a unique linkto the Berlin Wall...a massivepopstar across
Germany, he was invited toperform in Berlin to a million-strong crowdfrom a
newly united Germany, singingon the broken barrier onNew Year's Eve 1989.
More than anyother event, the fall ofthe Berlin Wall andthe subsequent collapse
ofCommunist rule across Eastern Europe set thescenefor the J990's and
David was there to witness history in themaking.
With the 25th anniversaryapproaching, Hasselhoff vs. the Berlin Wall takes
viewers on an incredible personal journey backto Berlin, retracingthe Wall's
history, meeting thepeople who livedinits longshadowthe unbelievable
escapes anddivided livesand examining the Wall's final remnants. It also
chroniclesHasselhoffs emotional connection to Germany and the Wall as a
prominent pop culturalfigure whose hitsingle Lookingfor Freedomservedas
the unofficial protest anthemuniting east and west.
'Lookingforfreedom behind theBerlin Wall, 1discovered so much more,' said
Hasselhoff. 7 witnessedfirst-hand the horror and thepain the East Germans
experienced through their unwaveringfight for freedom. They are the inspiration
to us all and I amproud beyondwords topresent theirsaga to the worldin
partnership withNational Geographic Channel.'
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"Hasselhoff vs. the Berlin Wall brings to life the extraordinary triumph over
tyranny that sent the Wall crashing down, while also weaving together an
inspiring andsurprising personal narrative ofhowDavid's uniquestoryfits into
theBerlin Wall's bigpicture,'said Hamish Mykura, Executive Vice Presidentand
headofInternational Contentfor NGCI.
"David didn'tjust witness one ofthe20th century's most historic moments, his
song, Lookingfor Freedom, alsoprovided the soundtrack. Through David's
journeyandthepowerful storieshe uncovers, thestartling human cost ofthe wall
is laid bare. And it becomes clear why David's song meant so much toso many,'
said Simon Young, executiveproducer at Darlow."
The press release, by itself, has destroyed Plaintiffs Documentary and its marketability.
This release, dispersed worldwide, has destroyed Plaintiffs ability to ever sell the Documentary
and recoup its investment, let alone any profits. The acts of all Defendants have also destroyed
Plaintiffs documentary business and creative reputation and will consequently hold Plaintiff,
Hayes, and Gabi up to ridicule.
The press release was and is also self-declared, first-hand evidence reflecting all of
Defendants' duplicities and their unlawful and unethical conduct. By claiming that the NGCI
Program is the unique story, it has damned the Defendants. The unique story is told in the
Documentary, which Plaintiff created with Defendant Hasselhoff under contract though the
Agreement. The Format was converted and stolen by the Nat Geo Parties with the participation
of Defendant Hasselhoff and Defendant Gardner, who should be hanging their heads in shame,
rather than trumpeting the personal glory.
49. The Deal Memo was resent to Plaintiff on June 10, 2014. Plaintiff didn't respond.
50. On or about the second week of June 2014, Plaintiff viewed Defendant
Hasselhoffs website. Thereon, it announced the NGCI Program. There was no mention of the
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Documentary. As egregious, and, as part of the announcement, photos taken of Plaintiffs crew
on location shoots paid for by Plaintiff, are now being used to promote the NGCI Program.
51. Plaintiff finally retained counsel.
52. Notwithstanding discussions with respect to accessing off-balance-sheet-
financing, Plaintiff, though its own funds and through the funds of its principal investor, had and
has the wherewithal to fully finance the entire budget of the Documentary.
FIRST CAUSE OF ACTION
(Breach of Part Written/Part Oral Agreement
Against
Defendants Hasselhoff and Hoffstuff)
53. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through 52,
inclusive, as though set forth in full herein.
54. Plaintiff made an offer in writing for the right to tell the Berlin Wall story from
the perspective of Defendant Hasselhoff, which offer included Defendant Hasselhoffs
participation in telling the story, appearing in on-camera interviews, appearing at relevant
locations throughout Berlin, including the former East Berlin, to tell his story first hand
discussing his involvement in the Wall Events and his influences therein, including the impact of
his Song. The Fonnat was created by Plaintiff and by means of the Agreement, Defendant
Hasselhoffs unique rights to his Story in the Wall Events were bound to Plaintiff.
55. The actual written offer by email, including a description of the Format, was
made on April 16, 2013, though other terms had been discussed orally (and other parts of the
Fonnat had been presented in earlier emails and orally as well). Plaintiffs offer was accepted by
email on May 6, 2013 by Defendant Gardner, Defendant Hasselhoffs manager/agent, and, based
thereon, Plaintiff began to spend several hundred thousand dollars on the Documentary, inclusive
of timely payments to Defendant Hasselhoff for his unique rights and unique services, the
payment terms having been ananged orally.
56. The Agreement was minimally integrated in that only the gross compensation, the
scope of the Defendant Hasselhoff story and the uniqueness of his services were confirmed in
writing. It was orally confmned that Defendant Hasselhoffs on-camera appearances and hosting
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services would be exclusive to the Documentary. It was specified in writing and orally that the
Defendant Hasselhoff-centric Documentary would be unique. Further, even without the oral
agreements, by the nature of the Agreement and the unique story itself, told by Defendant
Hasselhoff, from his point of view, with his on-screen participation, could only have been an
exclusive arrangement as such was intrinsic to the unique concept and no rational human being
would ever have agreed otherwise, nor could Defendant Hasselhoff and Defendant Gardner have
expected anysuch agreement tobeotherwise adopted byPlaintiff inthefirst place.
57. Notwithstanding the Agreements and huge investments made by Plaintiff in
reliance thereon, plus payment to Defendant Hasselhoff and his actual perfonnance in the
Documentary, Defendant Hasselhoff committed to do the same documentary for the Nat Geo
Parties, breaching the terms of his Agreement, and effectively destroying the economic viability
of Plaintiffs Documentary and certainly it uniqueness (which is now claimed by the Nat Geo
Parties for its NGCI Program).
58. Plaintiff has fully performed under the terms of the Agreement, including the
timely payments to Defendant Hasselhoff through the date of his definitive breach
Further, Defendant Hasselhoff, after refusing to sign a more complete written agreement
in July, which would have resolved all issues by fully integrating their agreement, submitted the
Deal Memo from Hoffstuff f/s/o Defendant Hasselhoff after Defendant Hasselhoff had actually
breached the Agreement (and had entered into an agreement with Defendant NGCI and
Defendant Darlow to participate in a documentary using the unique Format). Further, the Dea
Memo, in sum and substance, purports to destroy Plaintiffs project by attempting to take
dominion over Plaintiffs copyright, freeze controls, and then use Documentary footage at
Defendant Hasselhoffs discretion.
59. Plaintiff has been damaged by Defendant Hasselhoffs breaches of the Agreement
and Plaintiff is entitled to judgment onaccount thereof and anaward of all damages proximately
caused thereby according to proof and law.
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SECOND CAUSE OF ACTION
(Breach of the Covenant of Good Faith and Fair Dealing Against
Defendants Hasselhoff and Hoffstuff)
60. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through 59,
inclusive, as though set forth in full herein.
61. In every contract there is an implied covenant of good faith and fair dealing by
each party not to do anything which will deprive the other party of the benefits of the contract
(the "Covenant"). The Covenant imposes on each party to a contract the duty to do everything
that the contract presupposes that each party will do to accomplish its purpose.
62. The fall of the Berlin Wall is an historic event. Anyone can produce a
documentary about the Wall Events and even use archival footage, some of which might include
Defendant Hasselhoff. However, the creative plan to produce a documentary centered around
Defendant Hasselhoff, using Defendant Hasselhoff as the voice of the time and the Wall Events
having him tour historical sites imparting his insiglit and centering his place in the Wall Events
story, including insiglit into the impact of the Song (i.e. the herein-defined Fonnat), is special,
unique and was and is intimately part of the Agreement. The Format, which includes Defendant
Hasselhoffs rights therein, gives the Documentary a unique voice, and but for Defendant
Hasselhoffs mutinous actions, economic benefit to Plaintiff, its investors, and Defendant
Hasselhoff himself. However, rather than do everything to accomplish the Agreement's purpose,
Defendant Hasselhoff, aided by and in conspiracy with Defendant Gardner, maliciously,
intentionally, selfishly, and shamefully breached the Covenant by effecting an agreement with
the Nat Geo Parties to produce the exact same documentary, usurping the Format, which could
not be effected widi Defendant Hasselhoffs participation, and destroying the uniqueness of the
Documentary, while also destroying the Documentary's commercial viability, and rendering the
Documentary less than unique and virtually unsellable. In addition, Defendant Hasselhoff, aided
and abetted by Defendant Gardner, conspired to prevent Plaintiff from shooting the planned
Format location work in Berlin in order to schedule such a shoot for the NGCI Program first and,
thereby, delay the completion of the Documentary. Finally, Defendant Gardner and Defendant
Hasselhoff caused their counsel to submit the Deal Memo in April, May, and June of this year,
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2014, which Deal Memo is filled with such ridiculous, offensive, improper, unreasonable,
coercive, and destructive terms that, if consummated, would have destroyed the Documentary in
favor of the NGCI Program and would have given Defendant Hasselhoff the power to burythe
Documentary forever (and, this, after Defendant Gardner refused to consider completing a timely
long formdraft in July of 2013).
63. Defendant Hasselhoff, by entering into an agreement with the NGCI Parties and
re-granting his rights therein andrebinding his services to the Nat Geo Parties withrespect to the
Wall Events and a format identical to the Format, which rights and services had been licensed to
and committed to Plaintiff, knew he was entering into an unlawful agreement with a company
(Defendant NGCI directly or through Defendant Darlow) that has its own worldwide television
platforms and DVD output deals. Defendant Hasselhoff knew and knows that his exercise in
self-aggrandizement would and will lead to the Documentary's economic destruction and
Plaintiffs economic destruction and simply did and does not care. Defendant Hasselhoff knew he
would be breaching the Agreement legally, morally and ethically, and simply did and does not
care.
64. On account of Defendant Hasselhoffs breach of the Covenant (including the
breach thereof by Hoffstuff), Plaintiff has been damaged and is entitled to all damages
permissible under the law.
THIRD CAUSE OF ACTION
(Intentional Misrepresentation and Fraud Against Defendants Hasselhoff Gardner)
65. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through 64,
inclusive, as though set forth in full herein.
66. Plaintiff approached Defendant Gardner and Defendant Hasselhoff with the
unique idea to commemorate the Anniversary of the Wall Events through the production of a
documentary based around Defendant Hasselhoffs involvement with the Wall Events, using
direct interviews and location interviews at historic sites with Defendant Hasselhoff as a guide
and participant (the aforementioned Format). Each and every proposal to Defendant Gardner as
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Defendant Hasselhoffs representative was either made in writing or orally by Plaintiffs owners
and directors, Hayes or Gabi.
67. Defendant Gardner represented to Plaintiffs owners and directors, Hayes and
Gabi, in each and every one of their initial telephone conversations prior to the May 6, 2013
Agreement confirmation that if there was an agreement:
(i) both Defendant Gardner and Defendant Hasselhoff would be prepared to
devotetheir time andeffortsto the Defendant Hasselhoff-centric Documentary under the Format;
(ii) their participation and grants of rights would be exclusive and unique; and
(iii) they would cooperate fully to insure that the Documentary would be
produced and would represent a unique take on the Wall Events and the collateral historical
consequences thereof;
In addition, after the May 6, 2013 Agreement confirmation and at the May 10, 2013 first
meeting between Hayes and Gabi, on the one hand, and Defendant Gardner and Defendant
Hasselhoff, on the other, and before Plaintiff began to expend money on the Documentary in
July, Defendant Gardner and Defendant Hasselhoff
(i) acknowledged the unique Format and their agreement to exclusively
perform and grant rights withrespect, thereto, Webster's dictionary defining unique as "Being the
only one ofits kind;" and
(ii) confirmed they would cooperate fully to insure that the Documentary
would be produced and would present a unique take on the Wall Events from Defendant's point
of view.
68. At the time Defendant Hasselhoff and Defendant Gardner made these
representations, they knew them to be false. Among other things, they (or their agents) were
actively soliciting third-parties to produce a competing documentary or, in the alternative, they
were unlawfully holding themselves out to third parties who or which wished to produce a
documentary on the same subject matter, theme, and uniqueness as the Documentary.
Among other things, they were prepared to enter into a competing and unlawful
Agreement.
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69. Plaintiff relied on the fraudulent, malicious, and oppressive false representations
made to its owners, officers and directors, Mark and Gabi, and in reliance thereon moved into
documentary production and, to date, has expended several hundredthousanddollars thereon.
70. There reliance was reasonable. Defendant Hasselhoff is a business professional.
He was represented by a business professional in manager/agent Defendant Gardner. There was
nothing in anyof the conversations or emails prior to theAgreement emails or theexpenditure of
production funds by Plaintiff that indicated that either Defendant Hasselhoff or Defendant
Gardner viewed their commitments and Agreement as other than unique, valid, exclusive, and
binding, nor was there any indication at the time the representations were made(bofore the
Agreement or beforefunding) that they were untrue.
71. Plaintiff has been damaged by the fraudulent representations made by Defendant
Hasselhoff and his manager/ agent, Defendant Gardner, and Plaintiff is entitled to judgment on
account of the fraud and all to damages proximatelycaused thereby. In addition, in doing the acts
so alleged, each of Defendant Hasselhoff and Defendant Gardner acted personally and
intentionally with fraud, oppression, and maliceand, by reason thereof, Plaintiff is entitled to an
award of punitive damages with respect thereto against them and Hoffstuff, the loan-out
company, Hasselhoff alter ego as well.
FOURTH CAUSE OF ACTION
(Fraudulent Concealment Against Defendants Hasselhoff, Hoffstuff and Gardner )
72. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through 71,
inclusive, as though set forth in full herein.
73. Plaintiff was and is in an exclusive and unique Agreement with Defendant
Hasselhoff and Hoffstuff.
74. Plaintiffs Agreement with Defendant Hasselhoff and Defendant Hoffstuff, was
negotiated by Defendant Gardner, whereunder Gardner was also granted an executive producer
credit for services in the unique Documentary. Plaintiff had and has a special relationship o
trust with Defendants Hasselhoff, Hoffstuff, and Gardner, arising out of the Agreement's
contractual relationship, and has reposed in them trust and further expected their commitment of
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honesty and full disclosure with respect to the rights Plaintiff had acquiredunder the Agreement
(as well as with Defendant Gardner as Defendant Hasselhoffs manager/agent). Further, Plaintiff
expected and deserved full disclosure and honesty from the named-Defendants and, in that
regard, the named-Defendants owed such duty of full disclosure and honesty to Plaintiff.
75. Defendants Hasselhoff, Hoffstuff and Gardner failed to disclose material
information that was available to only them about their ongoing relationship with the Nat Geo
Parties, including the intentions of the Nat Go Parties and their own intents and actions with
respect to the NGCI Program, plus their attempts to sabotage the economic viability of the
Documentary. Among the material facts concealed was (i) the scope, theme, and fonnat of the
NGCI Program: (ii) its near-identical character to the Documentary's Format; (iii) the status of
the negotiations with the Nat Geo Parties and Defendant Hasselhoffs commitment in time; (iv)
the fact that Defendant Hasselhoff was going to promote the NGCI Programas the only unique
Defendant Hasselhoff-centric program about the Wall Events (v) that Defendant Hasselhoff,
aided and abetted by his manager/agent, Defendant Gardner, with whom Defendant Hasselhoff
conspired, would only commit the minimal amount of time to the Documentary, severely
damaging its scope and Plaintiffs ability to even complete a fifty-five (55) minute version
thereof; and (vi) delayed commitment to the Berlin shoots \as to make timely completion of the
Documentary difficult, if not nearly impossible.
76 Plaintiff did not know the concealed facts and intents and could not have
reasonably obtained such knowledge other than through Defendant Hasselhoff and Defendant
Gardner, who actively and intentionally concealed them.
77. Plaintiff reasonably continued to rely on the absence of actionable facts due to
Defendant Hasselhoff and Defendant Gardner's deceptions, omissions, and concealments and
moved ahead with the Documentary at great expense and without taking action to protect their
interests until much of the damage had already been done and the true facts had emerged (facts
which the named-Defendants herein knew from the get-go).
78. Plaintiff has been damaged by the fraudulent concealments effected by
Defendants Hasselhoff and Hoffstuff and manager/agent, Defendant Gardner, and Plaintiff is
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entitled to judgment on account thereof and to all damages proximately caused thereby. In
addition, in doing the acts so alleged, each of the defendants acted personally and intentionally
with fraud, oppression, and malice and, by reason thereof, Plaintiff is entitled to an award of
punitive damages with respect thereto against them.
FIFTH CAUSE OF ACTION
(Unfair Business Practices Against Defendants Hasselhoff and Gardner under Business
and Professions Code 17200)
79. Plaintiffre-alleges each andeveryallegation set forth in Paragraphs 1 through 78,
inclusive, as though set forth in full herein.
80. Plaintiffconcluded an exclusive Agreement to appear in and tell his unique story
under the unique Format in the unique Documentarytake on the Wall Events.
81. Defendant Hasselhoff conspired with Defendant Gardner and improperly and
unlawfully thereafter concluded an agreement with.the Nat Geo Parties to appear in and tell the
same story in the same manner in the NGCI Program using a fonnat similar to if not identical to
the Fonnat created by Plaintiff and to which Defendant Hasselhoff committed his rights and
bound his services.
82. The Documentary and the NCGI Program are virtually identical in theme,
structure, use of Defendant Hasselhoff (i.e. the Format) and, as Defendant Gardner said in his
initial email to Plaintiff with regard to the NCGI Program proposal, "it's as if they read yout
[Plaintiffs] emails."
783. Defendant Gardner and Defendant Hasselhoff communicated with Defendant
NGCI with regard to the Fonnat, theme, and content of the Documentary. So did Hayes and Gabi
in the August conference call.
84. Defendant Gardner and Defendant Hasselhoff delayed setting dates for the
planned shoot with Defendant Hasselhoff on Berlin locations in order to secure dates with
Defendant NGCI for shoots in locations already planned by Plaintiff (or locations similai
thereto).
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85. Defendant Hasselhoff with Defendant Gardner's participation and connivance has
announced Defendant Hasselhoffs participation in the NGCI Program on Defendant's personal
Website with no mention of the Documentary, using photos taken of Plaintiffs crew during
Plaintiffs location shoots to accompany thetext. Inaddition, Defendant Hasselhoff announced in
the Press Release of June 5, 2014, which characterized the NGCI Program as unique, that he
would be telling his story in partnership with the National Geographic Channels and, on
infonnation and belief, Defendant Hasselhoff will continue to advertise and promote the NGCI
Program onlyandto theexclusion of theDocumentary.
86. All the foregoing constitutes unfair business practices under the law. All the
foregoing were effected unethically, unscrupulously, and oppressively. Plaintiff has been
damaged thereby and is entitled to judgment thereon and all relief, including injunctive relief,
which orders the elimination of all the above-mentioned unfair business practices, plus damages
permitted under the law as well.
SIXTH CAUSE OF ACTION
(Intentional Interference with Contract
Against the Nat Geo Parties and Defendant Gardner)
87. Plaintiff re-alleges each and every allegation set forth inParagraphs I through 86
inclusive, as though set forth in full herein.
88. Plaintiff and Defendant Hasselhoff are in a contractual relationship with regard to
the Documentary under the tenns of the partially integrated Agreement, oral additions attendant
thereto, and by way of performance and payment.
89. Among the terms of the Agreement is the grant of rights to tell the story of the
Wall Events from the perspective of Defendant Hasselhoff, inclusive of Defendant Hasselhoffs
on-screen services through interviews, uanation, and on-site presence at historical sites which
werepart of the Wall Events(i.e. the aforementioned Format).
90. Allegedly, Defendants NGCI and Defendant Darlow approached Defendants
Gardner and Hasselhoff with a proposal to create a Hasselhoff-centric documentary about the
Wall Events using Defendant Hasselhoff on and offscreen (though, it is possible that Defendant
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Gardner or Defendant Hasselhoffs UK agents initiated the contact with Defendant Darlow or
Defendant NGCI).
91. Defendant Gardner, recognizing the distribution and exhibition power of the Nat
Geo Parties, arranged for Plaintiff and Defendant NGCI to discuss combining forces and a
conference call took place in August of 2013. Therein, Hayes and Gabi set forth the entire
Format of their Documentary (though on information and belief, Defendant NGCI already knew
the Format from Defendant Gardner). In addition, Hayes and Gabi had no knowledge or
suspicion that the Nat Geo Parties might attempt to make adocumentary by themselves using the
Format and Defendant Hasselhoffs services with respect to which Defendant Hasselhoff was
under contract.
92. At all times, the Nat Geo Parties, collectively and individually, knew that
Defendant Hasselhoff was under contract to Plaintiff with respect to the Documentary and had
granted the rights granted and bound his services thereto.
93. At all times, the Nat Geo Parties, collectively and individually, knew that
substantial amounts of footage with Defendant Hasselhoff had already been shot for the
Documentary at great cost.
94. At all times, the Nat Geo Parties knew Defendant Hasselhoff had not completed
his services under the Agreement and could conspire todelay them.
95. At all times, the Nat Geo Parties collectively and individually, knew that the
Documentary was to be a unique take on the Wail Events as they later adopted the term unique to
characterize their NGCI Program, which has used a format almost identical to the Format created
for and used in the Documentary.
96. At all times, theNat Geo Parties, collectively and individually, knew that Plaintiff
required Defendant Hasselhoff to provide his services on location in Berlin to visit historical
sites and to provide on-film andoff-film commentary thereand the relation of the historic sites to
the Wall Events.
97. At all times, the Nat Geo Parties, collectively and individually, knew that their
combined companies had massive amounts of capital and distribution outlets with respect to
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Complaint V{3)
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which Plaintiff could not compete and by airing the Defendant Hasselhoff-centric NGCI
Program in all media (except perhaps theatrical) around the world, they would destroy the
economic prospects for the Documentary as well as Plaintiff itself and for all intents and
purposes send the Documentary ignominiously to its grave.
98. The Nat Geo Parties, aided and abetted by Defendant Gardner, intended to
interfere and have interfered with Plaintiffs Agreement with Defendant Hasselhoff, causing him
to breach his Agreement and to enter into an unlawful agreement to participate in the NGCI
Program, an almost identical documentary to Plaintiffs and to tell his story about the Wall
Events in the same way and manner as Defendant Hasselhoff tells the story under the Format in
the Documentary. Similarly, the Nat Geo Parties, aided and abetted byDefendant Gardner, have
converted to themselves Defendant Hasselhoffs services and story and the unique take on the
Events, which unique take was and is part of the Agreement, while sealing off Defendant
Hasselhoffs availability to Plaintiff for his contracted-for-services in order to delay the
Documentary and to destroy Plaintiffs documentary business, all of which acts were effected
and continue to be effected by the Nat Geo Parties.
99. Plaintiff has been damaged by the above-stated wrongful acts of and by the Nat
Geo Parties, and Plaintiff continues to be damaged by the wrongful, oppressive, and malicious
acts of the Nat Geo Parties and Plaintiff is entitled to judgment on account thereof and
compensatory damages according to law. In addition, in doing the acts so alleged, the Nat Geo
Parties and Defendant Gardner acted intentionally with fraud, oppression, and malice and, by
reason thereof, Plaintiff is entitled toan award of punitive damages with respect thereto.
SEVENTH CAUSE OF ACTION
(Intentional Interference with Prospective Advantage Against the Nat Geo Parties
and
Defendant Gardner)
100. Plaintiff re-alleges each and every allegation set forth inParagraphs 1through 99,
inclusive, as though set forth in full herein.
101. Plaintiff and Defendant Hasselhoff were in an economic relationship (based on
contract) with respect to the Wall Events and the Format through the Documentary.
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Complaint V<3)
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102. The Nat Geo Parties knew that Plaintiff was in an economic relationship with
Defendant Hasselhoffwith respect to the Wall Events and the Format through the Documentary
103. The Nat Geo Parties, aided and abetted by Defendant Gardner, intentionally
intended to disrupt the relationship, convert Plaintiffs rights in the Format to itself, and cause
Defendant Hasselhoff to breach his Agreement.
104. The Nat Geo Parties have engaged in wrongful conduct, inclusive of interference
with contract, conversion, and unfair business practices with respect to the Wall Events, the
Anniversary, the Format, the Documentary, and the Agreement.
105. The Nat Geo Parties have disrupted the relationship between Plaintiff and
Defendant Hasselhoff, causing Defendant Hasselhoff to breach the Agreement and destroy the
uniqueness of the Documentary by participating in the NGCI Program which converted the
Format, owned by Plaintiff.
106. Plaintiff has been harmed the Nat Geo Parties' interference with the production,
the destruction of the unique character of the Documentary, and, thus, Plaintiffs ability exploit
the Documentary, to recoup its investment, and effect profits.
107. Accordingly, Plaintiff is entitled to a judgment with respect thereto and damages
on account thereof according to law. In addition, in doing the acts so alleged, the Nat Geo
Parties, aided and abetted by Defendant Gardner, acted intentionally with fraud, oppression, and
malice and, by reason thereof, Plaintiff is entitled to an award of punitive damages with respect
thereto
EIGHTH CAUSE OF ACTION
(Conversion Against the Nat Geo Parties)
108. Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through
107, inclusive, as though set forth in full herein.
109. Plaintiff entered into the Agreement with Defendant Hasselhoff acquiring the
right, to make a unique version of the Wall Events using the Fonnat to which he has contributed
his rights and services. Webster's defines unique as: Being the only one ofits kind. The Fonnat
and the acquired rights and services from Defendant Hasselhoff are property, particularly in the
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Complaint V(3)
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form of the Documentary. Among other things, for a cause of action for conversionto lie in this
Action:
(a) the Format and acquiredrights (the "Property") must be capable of precise
definition;
(b) the Propertymust be capableof possession and control; and
(c) the putative ownermust have established a legitimate claimto exclusivity
110. The Fonnat, created by Plaintiff in part, and whose additional rights Plaintiff
acquired from Defendant Hasselhoff, inclusive of the services of Defendant Hasselhoff, can be
precisely defined. It is capable of possession, as a matter of contract and law and it was fully
under Plaintiffs control by contract, among other things.
111. The Nat Geo Parties have taken possession of the Format, inclusive of Defendant
Hasselhoffs rights and services, and have used it for their own purposes, destroying the concept
of uniqueness created by Plaintiff and by dint of its economic power and reach, rendering
Plaintiffs remainingproperty rights in the Documentary worthless.
112. Plaintiff did not consent to the conversion. In fact, Plaintiff had only one
conversation with a representative of NCGI and then was left in the dark about the Nat Geo
Parties' unethical, oppressive, malicious and unlawful behavior until such was discovered in
Febmary 2014.
113 Plaintiffhas been harmed andis entitled tojudgment andto damages according to
law. In addition, in doing the acts so alleged, the Nat Geo Parties, aided and abetted by
Defendant Gardner, acted intentionally with fraud, oppression, and malice and, by reason
thereof, Plaintiffis entitled to an award of punitive damages with respect thereto.
NINTH CAUSE OF ACTION
(Injunctive Relief Against Nat Geo Parties)
114 Plaintiff re-alleges each and every allegation set forth in Paragraphs 1 through
113, inclusive, as though set forth in full herein.
115. To the extent the Nat Geo Parties exhibit their NGCI Program, which unlawfully
has utilized the Format created by Plaintiff, the Hasselhoff-centric story that was contracted for
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Complaint V(3)
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by Plaintiff and the services of Defendant Hasselhoff that were contracted for by Plaintiff and
utilized by Plaintiff in the Documentary and, further, on account of the vast, worldwide,
distribution apparatus available to the Nat Geo Parties though sister companies, Nat Geo and Nat
Geo World Channels, the exhibition and performance of the unlawful NGCI Program will
destroy any chance for Plaintiff to effectively and economically exploit the Documentary and
will lead to inevocable hann, not only economic hann, but irrevocable harm to the reputation of
Plaintiff and its owners anddirectors, Gabi and Hayes.
116., On account ofdamage toPlaintiffs creative property, its reputation inthe industry
(and the reputation of its owners and directors) and Plaintiffs ability to finance and mount and
exploit future productions, pecuniary compensation will be inadequate.
117. It would beextremely difficult toascertain the amount of pecuniary compensation
that would adequately compensate for thedamage done bytheNat Geo Parties.
118. It is clear from this Complaint that Plaintiff is entitled tojudgment on oneor more
of the causes ofaction.
119. Accordingly, Plaintiff is entitled to injunctive relief, which prevents Defendant
Hasselhoff from providing future services to Defendant NGCI and Defendant Darlow and from
their exploiting the NGCI Program in media and particularly on free television or cable
television, whether by way of over the air broadcast, cable, satellite or any other mode o
transmission including internet.
PRAYERS FOR RELIEF
WHEREFORE, Plaintiff prays for the following relief under:
THE FIRST CAUSE OF ACTION
(Breach of Written Agreement Against Defendant Hasselhoff)
1. All damages proximately caused by the breach of contract according to the law
and proof, inclusive of prejudgment interest according to the law and proof, costs, and attorney's
fees, if appropriate and lawful.
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Complaint V(3i