Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 1 of 7 Page ID #:1

1 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

GREGORY J. ALDISERT (SBN 115334)

galdisert@kwikalaw.com
808 Wilshire Boulevard, 3rd Floor
3 Santa Monica, California 90401
Telephone: 310.566.9800
4 Facsimile: 310.566.9850
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5 Attorneys for Plaintiff PEREGRINE

ENTERTAINMENT CAPITAL, LLC

808 WILSHIRE BOULEVARD, 3RD FLOOR

SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

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UNITED STATES DISTRICT COURT

FOR THE CENTRAL DISTRICT OF CALIFORNIA

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SOUTHERN DIVISION

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12 PEREGRINE ENTERTAINMENT

CAPITAL, LLC, a Colorado limited

13 liability company,
Plaintiff,

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vs.

16 MAIN STREET FILMS, INC., a

Case No. 8:15-cv-260COMPLAINT FOR BREACH OF

WRITTEN CONTRACT

DEMAND FOR JURY TRIAL

Montana corporation,

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Defendant.
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99911.00005/245547.2

COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 2 of 7 Page ID #:2

Plaintiff Peregrine Entertainment Capital, LLC alleges as follows:

INTRODUCTION

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1.

This case is a straightforward breach of contract case. Plaintiff

4 Peregrine Entertainment Capital, LLC (Peregrine) provided financing to

5 Defendant Main Street Films, Inc. (Main Street) for the motion picture Barely
6 Lethal (the Picture) pursuant to a written financing agreement. The parties also
7 entered into a written optional repurchase agreement pursuant to which Peregrine

9 $500,000 within approximately one year of entering into the financing agreement.
10 Peregrine gave timely notice of its intention to sell part of its interest, but Main
808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

8 had the right to sell a portion of its interest in the Picture back to Main Street for

11 Street has failed to pay the $500,000 for that interest. Peregrine seeks to enforce
12 this provision and recover this amount in damages.

THE PARTIES

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2.

Plaintiff Peregrine is a Colorado limited liability company with its

15 principal place of business is located 8350 Gardenia Street, Arvada, CO 80005.

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3.

Defendant Main Street is a Montana corporation whose principal place

17 of business is located 1176 Main Street, Suite C, Irvine, CA 92614.

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JURISDICTION AND VENUE

4.

This Court has subject matter jurisdiction under 28 U.S.C. 1332

20 based on complete diversity of citizenship. Peregrine is a Colorado limited liability

21 corporation with its principal place of business located in Arvada, Colorado, and
22 each of its members is a citizen of Colorado. Main Street is a Montana corporation
23 with its principal place of business located in Irvine, California. The amount in
24 controversy exceeds $75,000 exclusive of interest and costs.
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5.

Venue is proper under 28 U.S.C. 1391(b) because Defendant Main

26 Street resides within the Southern Division of the Central District of California in
27 that Main Street has its principal place of business in Irvine, California.
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99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 3 of 7 Page ID #:3

BACKGROUND FACTS

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The Picture called Barely Lethal was directed by Kyle Newman and

3 stars Samuel L. Jackson, Jessica Alba and Haellee Steinfeld. Peregrine is informed
4 and believes that the Picture is currently in post-production.
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7.

Peregrine is informed and believes that Barely Lethal LLC is a single

6 purpose production entity formed to produce the Picture. Pursuant to various

7 agreement, Barely Lethal LLC owns 50% of the Picture and Main Street owned the

9 to Peregrine.
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808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

8 other 50% of the Picture before Main Street assigned 17.5% of its ownership interest

8.

Peregrine is informed and believes that Main Street entered into a series

11 of contracts with Barely Lethal LLC in connection with the Picture. Main Street
12 and Barely Lethal LLC entered into a production financing agreement dated as of
13 October 23, 2013 pursuant to which Main Street agreed to provide equity financing
14 for the Picture. Main Street and Barely Lethal LLC entered into a domestic
15 distribution agreement with dated as of October 23, 2013 whereby Main Street
16 provided additional funds for the Picture as an advance payment on certain domestic
17 distribution rights.
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9.

Main Street entered into contracts with Peregrine in connection with

19 financing the Picture. Peregrine entered into a written Assignment of Production

20 Financing Agreement as of December 27, 2013 (Assignment Agreement) with
21 Main Street whereby Peregrine agreed to invest $1.0 million into the Picture payable
22 to Main Street in return for a 17.5% ownership interest in the Picture. Paragraph
23 12.1 of the Assignment Agreement provides in part:
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The Parties hereby agree that [Main Street] shall provide

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[Peregrine] with an amount up to 50% ($500,000) of the

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Peregrine Investment, within the first 12 months of the release

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of the funds to [Main Street], or December 15, 2014, if

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[Peregrine] is unrecouped at that time, and if [Peregrine] wishes

99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 4 of 7 Page ID #:4

to avail itself of the repurchase option (the Repurchase). If

[Peregrine] wishes to avail itself of the Repurchase, its

ownership percentage shall change from 17.5% to 8.75%.

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In conjunction with this Assignment Agreement, Peregrine entered into

5 a written Optional Repurchase of the Assignment Agreement with Main Street dated
6 as of December 27, 2013 (Optional Repurchase Agreement). Paragraph 2 of the

808 WILSHIRE BOULEVARD, 3RD FLOOR

SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

7 Optional Repurchase Agreement provides in part:

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[Peregrine] may exercise its ONE TIME demand for the

repurchase of 8.75% undivided interest in the Picture on

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December 15, 2014. [Peregrine] must submit a demand in

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writing to [Main Street] on or before December 15, 2014.

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The repurchase price is $500,000 and [Peregrine] will not

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be entitled to any accrued premium, recoupment or interest

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derived from Repurchase interest.

15 Paragraph 2.1 of the Optional Repurchase Agreement provides: Upon such

16 exercise, [Main Street] shall deposit $500,000 within 7 business days to a
17 [Peregrine] designated bank account.
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11.

Peregrine did pay the $1.0 million to Main Street and did receive a

19 17.5% interest in the Picture. Peregrine has not received any monies in connection
20 with the Picture and remains unrecouped on its investment.
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12.

By letter dated December 8, 2014, Peregrine provided notice of the

22 exercise of its contractual right to sell 8.75% of an undivided interest in the Picture
23 for $500,000 to Main Street, and Peregrine provided a designated bank account for
24 Main Streets payment of the money owed. Main Street failed to make the required
25 payment within 7 business days (which was December 17, 2014), and has not made
26 the payment to date.
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13.

Paragraph 12.4 of the Assignment Agreement entitled Legal Fees

28 provides: [Barely Lethal LLC] shall reimburse [Peregrine] for its legal expenses of
99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 5 of 7 Page ID #:5

1 up to US $50,000 in connection with this Agreement and for purposes of

2 clarification, such legal expense cap shall not include any legal expenses incurred by
3 [Peregrine] in connection with its enforcement of its rights hereunder or breach by
4 [Main Street] or [Barely Lethal LLC] of this Agreement. Main Street shall pay all
5 costs and expenses incurred by [Peregrine] in connection with the enforcement of
6 the rights of [Peregrine] hereunder or under this Agreement . . .
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14.

Paragraph 11 of the Assignment Agreement provides that Main Street

9 that [Peregrine] may reasonably deem necessary to institute, in the name of

10 [Peregrine] or [Main Street] or both, against any other person for any reason
808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

8 shall defend, indemnify and hold harmless Peregrine for (iii) any suit or proceeding

11 whatsoever to protect the title and/or the rights of [Peregrine] hereunder, or any
12 rights granted to [Peregrine], including reasonable outside attorneys fees and court
13 costs and all other out-of-pocket costs and expenses incurred by [Peregrine], all of
14 which shall be charged to and paid by [Main Street] and shall be secured by
15 [Peregrines] Security Interest in the Collateral.
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FIRST CLAIM FOR RELIEF

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FOR BREACH OF WRITTEN CONTRACT

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(against all Defendants)

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15.

Peregrine incorporates by reference all of the allegations of Paragraphs

20 1 through 14 of the Complaint.

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16.

Peregrine and Main Street entered into an Assignment Agreement and

22 Optional Repurchase Agreement, each of which was a valid and binding contract.
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17.

Peregrine did all, or substantially all, of the significant things that the

24 Assignment Agreement and Optional Repurchase Agreement required Peregrine to

25 do, except that Peregrine has not complied with Paragraphs 2.2 and 2.3 of the
26 Optional Repurchase Agreement because these obligations on Peregrines part are
27 only triggered by Main Streets payment of the $500,000.
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99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 6 of 7 Page ID #:6

18.

All of the conditions required by the Assignment Agreement and

2 Optional Repurchase Agreement for Main Streets performance had occurred.

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19.

Main Street breached Paragraph 12.1 of the Assignment Agreement

4 and Paragraph 2 and 2.1 of the Optional Repurchase Agreement but failing to pay
5 the $500,000 to Peregrine for one-half (8.75%) of Peregrines interest in the Picture.
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20.

Peregrine had been harmed by Main Streets breaches of the

7 Assignment Agreement and the Optional Repurchase Agreement in that Peregrine

9 the payment.
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808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

8 has a contractual right to the $500,000 payment and Main Street has failed to make

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Peregrine is entitled to recovery of its reasonable attorneys fees against

11 Main Street pursuant to Paragraphs 11 and 12.4 of the Assignment Agreement.

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22.

Peregrine is entitled to recover pre-judgment interest against Main

13 Street pursuant to California Civil Code 3287(a) and 3302.

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PRAYER FOR RELIEF

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Peregrine prays for relief as follows on its first claim for relief:

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1.

Compensatory damages against Main Street;

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2.

Pre-judgment interest;

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3.

Reasonable attorneys fees and costs;

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4.

Any other form of relief this Court deems appropriate.

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22 DATED: February 11, 2015
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KINSELLA WEITZMAN ISER

KUMP & ALDISERT LLP

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By:

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/s/ Gregory J. Aldisert

Gregory J. Aldisert
Attorneys for Plaintiff PEREGRINE
ENTERTAINMENT CAPITAL, LLC

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99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT

Case 8:15-cv-00260 Document 1 Filed 02/13/15 Page 7 of 7 Page ID #:7

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DEMAND FOR JURY TRIAL

Plaintiff hereby demands trial by jury of all issues which are so triable in this

3 action, as provided by Rule 38(a) of the Federal Rules of Civil Procedure.

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5 DATED: February 11, 2015
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KINSELLA WEITZMAN ISER

KUMP & ALDISERT LLP

By:

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808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
TEL 310.566.9800 FAX 310.566.9850

KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

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/s/ Gregory J. Aldisert

Gregory J. Aldisert
Attorneys for Plaintiff PEREGRINE
ENTERTAINMENT CAPITAL, LLC

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99911.00005/245547.2

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COMPLAINT FOR BREACH OF WRITTEN CONTRACT