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					                                                                                    CONFORMED cOpy
                                                                                    OF ORIGINAL FU..ED
             1 PFEIFFER THIGPEN FITZGIBBON & ZIONTZ LLP                         Los Angeles Superior Court
               JON PFEIFFER (State Bar No. 118601)
             2 233 Wilshie Boulevard, Suite 220                                         APR 19 2011
                  Santa Monica, Calfornia 90401
             3 Telephone: (310) 451-5800                                        John A. larke. t~c~utjve Offcer/Clerk
                                                                               By
                                                                                                              .   Depue.
             4 Facsime: (310) 451-1599



             6 BC459841
             5 Attorneys for Plaintifs Ross, Don Most, Eri Moran and Patrcia Bosley


             7
                Anson Wilams, Maron


                                 SUPERIOR COURT OF THE STATE OF CALIFORNIA
             8
                                              THE COUNTY OF LOS ANGELES
             9
 i:
 :: 10                                                                   NO.
 J:               ANSON WILLIAMS, an individual,                  CASE
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 .2 ,.       11 MAON ROSS, an individual, DON MOST,
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 ~NON7           an individual, ERIN MORA, an irdividual,
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    Q) en    12 and, PATRICIA BOSLEY, an individual and
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             13                                                   (1) BREACH OF CONTRACT,
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                                Plaintiffs,                       (2) FRAUD BY CONCEALMENT
  u. .= u    14                                                   (3) PROMISSORY FRUAD
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                         vs.                                      (4) CONVRSION
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  i- Vl           CBS   STUDIOS, INC., PARAOUNT
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             16 PICTURES, and DOES 1 through 25,
  ~              inclusive,
  ..
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                            Defendants.
             18
             19
             20
             21 Plaintiffs Anson Wiliams, Maron Ross, Don Most, Eri Moran and Patricia Bosley
             22 (collectively, "Plaintifs") alege:
             23
                                                        INTRODUCTION
             24
                         1. "Happy Days" epitomizes what is best in America with the Cunningham family
             25
             26 exemplifying the best of what a family can be. As wil be proven at tria, Defendants' actions

             27   epitomie what is worst in corporate America, exemplifg the worst business practices.
             28


                                                                                                   Complaint for Damages
                              2. Defendants agreed to make payments to Plaintifs as revenue was generated from
            1

            2 "Happy Days" merchandise. Despite this on-going obligation, Defendants adopted a "don't
            3 ask, don't pay" policy. If you don't ask, then we don't pay. Plaintiffs intend through this

            4
                   lawsuit to make Defendants pay what they promised to pay.
             5
                                                                                    THE PARTIES
             6
                               3. Plaintiff Anson Wilams ("Wiliams") is, and at al ties relevant hereto was, an
             7

             8 individual residig in Los Angeles County, California.


i:           9                 4. Plaintiff Marion Ross ("Ross") is, and at al ties relevant hereto was, an individual
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i:                 residing in Los Angeles County, Calornia.
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                               5. Plaintiff Don Most ("Most") is, and at al ties relevant hereto was, an individual
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            14 6. Plaitiff Eri Moran ("Moran") is, and at al ties relevant hereto was, an individual
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i-                 residig in Los Angeles County, Calornia.
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i:                             7. Plaintiff Patrcia Bosley ("Bosley") and at al ties relevant hereto was, an individual
            17

            18 residig in Riverside County, Calforna. Patricia Bosley was married to Tom Bosley unti his

            19 death and she is the executor of the Estate of
                                                                                                   Tom Bosley. Patrcia Bosley is entitled to

            20 receive al of the sums due to Tom Bosley sought by this Complait.
            21
                                8. Plaintiffs are informed and believe, and on that basis alege, that defendant
            22
                    Paramount Pictures Corporation ("Paramount") is, and at al ties relevant hereto was, a
            23
                                                                                                                                         and is
            24 Delaware corporation, with its pricipal place of business in Hollywood, Calfornia



            25 doing business with ths judicial distrct of Los Angeles County, California. In addition,
            26 Paramount entered into written agreements with Plaitiffs to be performed in ths judicial
            27
                    distrct of Los Angeles County, Calfornia.
            28


                                                                                              -2-                                  Complaint for Damages
                                 9. Plaintiffs are informed and believe, and on that basis alege, that defendant CBS
             1

             2 Studios, Inc. ("CBS") is, and at al ties relevant hereto was, a Delaware corporation and is

             3     doing business with ths judicia district of Los Angeles County, Calfornia.
             4
                                 10. CBS is the successor in interest to Paramount. CBS has ratiied and contiued al of
             5
                   the actions and conduct of Paramount.
             6
                                 11. Does 1 through 25 are fictitious names of defendants sued herein under the
             7
             8 provision of Section 474 of California Code of Civil Procedure because their tre names and


i:           9      capacities, whether individual, association, partnership, corporation or otherwse, are
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i:                                       Plaintiffs at this tie. Plaitifs wil seek leave of the court to amend this
.2 ,.
                    unknown to

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II =:E      14 12. Plaintiffs are informed and believe, and                                   on that basis alege, that at al ties
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i-                  relevant hereto, the defendants, and each of them, were actig on behalf o~ and as the
~           16
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i:                  employee, agent and/or representative of each other and with the consent, knowledge and
            17
            18 permission of each other and with the consent, knowledge and permission of each of the

            19 remaining defendants, and were actig within the course, scope and purpose of said
            20      employment, agency, authority and/or representation. Plaintiffs also are informed and
            21
                    believe, and on that basis alege, that al defendants sued herein as Does, and each of them,
            22
                    acted in concert, participated in and aided and abetted in the acts aleged herein, or are in
            23
            24 some manner responsible for the acts aleged herein. Plaintiffs futher are informed and

            25 believe, and on that basis alege, that some or al of the acts and omissions aleged herein and
            26 some or al of the damages sustained by Plaintiffs occurred within this
                                                                                                                   judicia distrct of Los
            27
                     Angeles County, Calfoinia.
            28


                                                                                        -3-                               Complaint for Damages
                              13. Paramount, CBS and Does 1 through 25 are collectively referred to herein as
           1

           2 "Defendants."

           3                                       FACTS COMMON TO ALL CAUSES OF ACTION
           4
                             .14. The award wining sitcom "Happy Days" is a staple in American television history
            5
                  and is a household name. "Happy Days" ran from 1974 to 1984. The cast of the show
            6
            7 . became iconic characters of tieless Americana. Families al across America would gather

            8 around the television and be captivated by the Cunninghams' and their friends' adventues

            9 durig the 1950s. Although the show has since wrapped, "Happy Days" has had a lastig
i:
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i:                effect on Americans as well as American television and is sti an integral part of pop culture
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i- vi      15                 16. Plaintiffs were cast members of "Happy Days." Anson Wilams played the role of
i-
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i:                Warren "Potsie" Weber, Maron Ross played the role of                  Maron Cunningham, Don Most
           17

           18 played the role of Raph Malph, Eri Moran played the role of J oanie Cunningham and Tom
           . 1 9 Bosley played the role of Howard Cunningham.
           20                  17. Throughout "Happy Days'" successfu ru and through the present, the show has
           21
                   generated endless merchandise. Defendants licensed Plaintifs' images to third parties for
           22
                   hundreds of merchandising products such as lunch boxes, tee shits, board gaes, greetig
           23

           24 cards, drinkig glasses, etc. that resulted in a signficant revenue stream for Defendants.
           25 18. Most recently, Plaintifs began seeing their images on gamblig                       machines. Plaintiffs

           26 are informed and believe that Defendants licensed the Plaintiffs' images (sti images and video

           27
                   clips) to third parties for use on slot machines in casinos across the world. Plaitifs are also
           28


                                                                                  -4-                    Complaint for Damages
           1 informed and believe that their voice was licensed for use in conjunction with the slot
           2 machies.

           3                  19. Defendants added to their income stream by releasing the fist five'seasons of the
           4
                television show on DVD. Defendants utize Plaintifs images in connection with
           5
                merchandising rights to help market and sel the DVDs.
           6
                              20.     "Happy Days - The         Complete First Season" was released by Defendants on or
           7

           8    about August 17, 2004 ("First Season DVD"). The First Season DVD box cover art features a

i:         9 photo that includes the images of Wilams and Most in a jukebox. The back of the box
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i:              features            several photos of the cast that include the images of Ross and Tom Bosley in one
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11,= :E    14   Al         3 slim cases have photos on the front with the episode titles, summaries and origial
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i-              airdates on the back. The case for Disc 1 has a photo on the front that includes the images of
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i:              Wiliams and Most. Inside are photos that include images of Wilams and Ross. The case for
           17
                Disc 2 has a photo on the front that includes                the images of   Ross, Tom Bosley, and Moran and
           18

           19   a photo on the back that includes the images of Wilias and Most. Inside are photos that

           20   include images of                 Wilams, Most, Moran and Tom Bosley. The case for Disc 3 has a photo
           21
                on the back with the images of Bosley and Ross. Inside are photos that include the images of
           22
                Ross, Tom Bosley, Wiliams, Most, and Moran.
           23

           24 22. "Happy Days - The Second Season" was released by Defendants on or about Apri

           25 17,2007 ("Second Season DVD"). The Second Season DVD was released as a 4-disc set in a
           26 multi-DVD case. The cover art features a photo that includes the images of Ross, Tom
           27

           28


                                                                            -5-                              Complaint for Damages
                 Bosley, Wilams, Most, and Moran. The back of the case features four photos of the cast that
            1

            2 include the images of Wiliams and Most.

            3 23. "Happy Days - The Third Season" was released by Defendants on or about

            4
                  November 27, 2007. ("Third Season DVD"). The Thid Season DVD was released as a 4-disc
            5
                  set in a multi-DVD case. The cover art featues the images ofWilams and Most. The back of
            6
                                                                                        Most, Tom Bosley and Ross.
            7 the case features photos of the cast that include the images of



            8 24. "Happy Days - The Fourth Season" was released by Defendants on or about


i:          9 December 9, 2008 ("Fourth Season DVD"). The Fourth Season DVD was released as a 4-disc
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i:                set in a multi-DVD case. The cover art featues the images ofWilams and Most. The back of
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i:                            26. Plaitiffs are informed and believe that Defendants have released DVDs of the
            17

            18 fifth season in terrtories outside the United States.
            19 27. Defendants contiue to market the "Happy Days" brand to merchandisers

            20 because, accordig to the CBS Consumer Products website, "Happy Days" has "Strong

            21
                   purchase-intent among                  women 18-54 and men 18-34."
            22
                               28. In addition to the revenue generated from licenses to third parties, Defendants sell
            23

            24 "Happy Days" related merchandise on-lie. On its CBSstore.com website, Defendants display
            25 images of Wiliams and Most in connection with merchandising rights to help market and sell

            26 "Happy Days" dring mugs, t-shits and DVDs.
            27

            28


                                                                                -6-                    Complaint for Damages
                                                              THE AGREEMENTS
             1

             2                 29. Except for the specific   amount of compensation to be paid to each actor for each

             3     episode, Plaitiffs entered into substantiy identical contracts with Paramount. The
             4
                   contracts were titled "Agreement Between Player and Paramount Television, a Division of
             5
                   Paramount Pictures Corporation." Attached hereto as Exhibit "A" is a tre and correct copy
             6
             7 of the operative agreement (the "Agreement").

             8 30. Al or a substantial portion of the Agreement was to be performed in this judicia


i:           9 district.
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i:                              31. As the successor in interest to Paramount, CBS and Does 1 through 25 have
.2 ,.
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            13 32. Defendants agreed to pay Plaintifs each
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~           16
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i:                              Where Player's name, voice, likeness or endorsement used in connection with
            17
                                merchandising rights, Player wi receive 5% of 100% of net proceeds, to be
            18
            19                  reduced to 2-1/2% of 100% if used in conjunction with name, voice, lieness

            20                  or endorsement of other(s). We may fist deduct 50% of gross as handlg fee.
            21

            22
                                 DEFENDANTS' FAILURE TO PROVIDE REVENUE REPORTS
            23

            24 33. Defendants shaped and ultiately controlled the reasonable expectations
            25 of Plaintifs. In addition to providing the benefits of collective bargaing for its
            26 members, the Screen Actors Guild ("SAG") monitors television residuals. SAG does

            27
                     not monitor merchandising.
            28


                                                                       -7-                             Complaint for Damages
                                  34. Defendants had exclusive control of the financia information necessary to
            1

            2 determie whether Plaintifs were owed money related to merchandise. Plaitifs did
            3     not have access to ths information.

            4                     35. It is the customary practice in the entertainent industr to provide
            5
                  periodic revenue statements when revenue had been generated relatig to
            6
                  merchandise. Plaintiffs were aware of this custom and practice and relied upon
            7

            8 Defendants to provide revenue statements
                                                                              if fuds were due to Plaintifs.

i:          9                     36. Defendants knew that without revenue statements Plaintiffs would
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i:                reasonably believe that they were not owed any money relatig to merchandise.
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                  Capitaling on this knowledge, Defendants did not provide Plaitifs with revenue
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i-                               . 37. In 2002 Moran contacted Defendants to determine whether she was owed
~           16
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i:                money related to merchandise. She was told that no money was owed to her. In 2003
            17

            18 Moran made the same inquir and received the same response - no money was owed
            19 to her. This was false.
            20                     38. Plaintiffs did not.and could not have reasonably discovered facts constitutig
            21
                   Defendants'            breach of contact, fraud and conversion of monìes unti Plaintifs learned there
            22
                   were "Happy Days" slot machines in casinos.
            23
                                   39. Defendants have entered into tolling agreements such that the period of tie for
            24
            25     defining, calculatig, or determg whether the applicable statutes of litations have ru
            26     shal not include any                  of the ~e from July 29, 2010 to the present.

            27
            28


                                                                               -8-                             Complaint for Damages
                                                FIRST CAUSE OF ACTION
            1

           2                      (By Plaitiffs Against Defendants For Breach of Contract)
           3           40. Plaintifs realege and incorporate by reference the alegations set forth in

           4
                Paragraphs 1 through 39, inclusive, of this Complaint.
            5
                       41. Defendats owed Plaintifs a duty of good faith and fai dealg by virtue of the
            6
            7 Agreement. This duty included the obligation act in fairly and in good faith when determg
            8 whether to "deduct 50% of gross as handlg fee."


i:          9          42. Defendants' Business Conduct Statement provides that "(o)beyig both the letter
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                and spirit of the law is one of the foundations of CBS's ethical standards."
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i:~",                  43. Defendants have failed and refused to pay the amounts owed to Plaintifs for
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i-                     44. Plaintiffs are informed and believe, and thereon alege, that Defendants intend to
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i:              always deduct "50% of gross as handling fee" from amounts owed to Plaintifs.
           17
                       45. Plaintiffs have performed al conditions, covenants and promises under the
           18
           1 9 Agreement requied of them except for those that have been excused due to the failure of
           20 performance by Defendants.

           21
                       46. Defendants' refusal and failure to pay the amounts owed to Plaintiffs for revenue
           22
                received as a result of the use of the actors' name, voice or lieness in connection with
           23

           24 merchandising rights (in al its forms) constitutes a material breach of the Agreement.
           25 47. Defendants intention to always deduct "50% of gross as handlg fee" regardless of
           26 the actual handlg costs violates Defendants' Business Conduct Statement and constitutes a

           27
                materi breach of the implied covenant of good faith and fair dealg in the Agreement.
           28


                                                              -9-                               Complaint for Damages
                              48. As a diect and proximate result of Defendants' breaches of the Agreement,
            1

            2 Plaintiffs are informed and believe, and thereon alege, that they have been damaged in the

            3 amount exceedig Ten Miion Dollrs ($10,000,000.00), together with interest thereon at the
            4
                  full lega rate.
            5
                                                          SECOND CAUSE OF ACTION
            6
            7                              (By Plaintifs Against Defendants For Fraud by Concealent)

            8                 49. )?laìntifs realege and incorporate by reference the alegations set forth in

i:          9      Paragraphs 1 though 48, inclusive, of ths Complaint.
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                                  50. Defendants actively concealed the important fact from Plaintifs that Defendants
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II =:E      14                    51. Plaintiffs did not know of the concealed fact that they were owed money.
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i-                                52. Defendants intended to deceive Plaintis by concealig the fact.
~           16
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i:                                53. Plaintiffs reasonably relied on Defendants' deception.
            17
                                  54. As a diect and proximate result of Defendants' concealent of an important fact,
            18

            19     Plaintiffs are informed and believe, and thereon alege, that they have been damaged in the

            20     amount exceeding Ten Milion Dollars ($10,000,000.00), together with interest thereon at the
            21
                    full lega rate.
            22
                                  55. Defendants are guilty of oppression, fraud and malce and Plaintiffs are entitled to
            23

            24 recover ex~mplary and punitive damages pursuant to Section 3294 of the Calforna Civi

            25 Code, for the sake of example and by way of punishing Defendants, in an amount to be
            26 determied by the
                                              trier of fact.

            27
            28


                                                                       -10-                               Complaintfor Damages
                                                                   THIRD CAUSE OF ACTION
           1

           2                               (By Plaitiffs Against Defendats For Promissory Fraud)
           3            56. Plaintifs realege and incorporate by                  reference the alegations set forth in
           4
                Paragraphs 1 though 55, inclusive, inclusive, of ths Complaint.
           5
                        57. Defendants made a promise to Plaintiffs that each tie Plaintiffs' name, voice or
           6
           7 lieness was used in connection with merchandising rights Plaintifs would receive a

            8 percentage of the monies received. Defendants also promised Plaintiffs that theywould

            9 provide periodic revenue statements when revenue had been generated relatig to
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i:              merchandise. These promises were importat to the transaction.
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i:~",                   58. Defendants did not intend to fuy perform the promises when they made them.
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           14 by faiing to provide revenue statements. In addition, Defendants did not intend to pay the
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i-              money to Plaintifs as they promised.
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i:                      59. Plaintiffs reasonably reled upon Defendants promises.
           17
                        60. Defendants did not keep their promises and Plaintiffs reliance upon Defendants'
           18
           19 false promises was a substantial factor in causing Plaintifs har.
           20           61. As a direct and proximate result of              Defendants' false promises,     Plaintifs are

           21
                informed and believe, and thereon alege, that they have been damaged in the amount
           22
                exceedig Ten Miion Dollars ($10,000,000.00), together with interest thereon at the fu lega
           23
           24 rate. '
           25 62. Defendants are guilty of oppression, fraud and malce and Plaintiffs are entitled to
           26 recover exemplar and punitive damages pursuant to Section 3294 of the Calfornia Civi
           27
           28


                                                                           -11-                                  Complaint for Damages
                  Code, for the sake     of example and     by way of punishing Defendants, in an amount to be
             1

             2 determied by the trier of fact.
             3                                            FOURTH CAUSE OF ACTION
             4
                                              (By Plaitifs Against Defendants For Conversion)
             5
                              63. Plaintifs realege and incorporate by reference the alegations sèt forth in
             6
             7 Paragraphs 1 though 62, inclusive, inclusive, of this Complait.

            " 8 64. Defendants had exclusive control over the use of Plaintiffs' name, voice or likeness


i:           9 in connection with merchandising rights. Defendants also had the exclusive right to collect
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i:                amounts owed to Plaintifs for revenue received as a result of the use of the Plaintifs name,
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i:~",             voice or lieness in connection with merchandising. As such, Defendants acted as Plaintifs'
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i-                             65. Defendants collected and received money in connection with merchandising rights.
~           16
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i:                 Defendants knew that a specific amount of the money it collected and received in connection
            17

            18 with merchandising rights belonged to Plaitifs. Plaitifs had an imedite right to "

            19 possession of these sums. Despite this knowledge, Defendants kept the money for their own

            20     use.
            21
                               66. Despite a demand from Plaintifs, Defendants have faied and refused to pay the
            22


            24 voice or lieness in connection with merchandising.

            25 67. As a direct and proximate result of Defendants' conversion of monies owed to
             26 Plaintiffs, Plaintiffs are informed and believe, and thereon alege, that they have been damaged
             27

             28


                                                                     -12-                             Complaint for Damages
                  in the amount exceeding Ten Mion Dollars ($10,000,000.00), together with interest thereon
            1

            2 at the fu lega rate.
            3 68. Defendants are guty of oppression, fraud and malce and Plaintiffs are entitled to

            4
                  recover exemplary and punitive damages pursuant to Section 3294 of the Calforna Civi
            5
                  Code, for the sake of example and by way of punishing Defendants, in an amount to be
            6
            7 determied by the trier of fact.
            8                             WHEREFORE, Plaitifs pray for relief as follows:

i:          9                 1.          On the First Cause of Action:
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i:                            a. For actual damages in an amount to be determined accordig to proof, but in no
.2 ,.
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o ::"e     12 event less than Ten Mion Dollars ($10,000,000.00), plus interest thereon at the maximum
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           13 rate alowed by law;
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II ro      14 b. For attorneys' fees and costs incurred in connection with the enforcement of the
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i-                 Agreement;
~          16
;!
i:                            2. On the Second Cause of Action:
           17
                               a. For actual damages in an amount to be determined according to proof, butin no
           18

           19 event less than Ten Mion Dollars ($10,000,000.00),
                                                                             plus interest thereon at the maximum

           20 rate alowed by law;
           21
                               b. For punitive and exemplary damages in an amount to be determied at tr "
           22
                   Pursuant to California Civi Code section 3294.
           23

           24 3. On the Third Cause of Action:
           25 a. For actual damages in an amount to be determined accordig to proof, but in no
           26 event less than Ten Milon Dollars ($10,000,000.00), plus interest thereon at the maximum
           27
                   rate alowed by law;
           28


                                                                      -13-                          Complaint for Damages
                               b. For punitive and exemplary damages in an amount to be determied at tria
           1

           2 pursuant to California Civi Code section
                                                                         3294.

           3                   4. On the Third Cause of Action:

           4
                               a. For actual damages in an amount to be determined accordig to proof, but in no
           5
                 event less than Ten Mion Dollars ($10,000,000.00), plus interest thereon at the maximum
           6
           7 rate alowed by law;

           8 b. For punitive and exemplary damages in an amount to be determied at tr

i:         9 pursuant to California Civil Code section 3294.
-i
-i
J:         10
i:                             5. On al causes of action:
   ,.
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  Q) en                        a. For costs of suit incured herein;
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           13                  b. For interest as

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    Ul a   14                  c. For such other and further relief as the Court may be just and proper.
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           15
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;!
i:               DATED: Apri                   19 , 2011       PFEIFFER THIGPEN FITZGIBBON & ZIONTZ LLP
           17                                                  JON PFEIFFER
           18.
           19
                                                                By:
           20

           21

           22
           23

           24
           25

           26
           27
           28


                                                                            -14-                      Complaint for Damages
1
                            DEMAD FOR JURY TRIAL
                                       -
2

3   Plaintiffs hereby demand that ths matter be tred by jury.


                           PFEIFFER THIGPEN FITZGIBBON & ZIONTZ LLP
                           JON PFEIFFER



                           By:




                                        -15-                    Complaint for Damages
. . . EXHIBIT A
                                ;..-:~-.~~.~--::~.:.:: ::.:"'-':':::=:~ 2:'::_::::::. ~..::-: = ;".:_:':.:DS~~:: .:'':::::VIS:.:'::';
                                                                        - --".- .
                                         ~'- ::::~.-:::.~-:": .:.? ?~_:?_-:-:::::'.,:: ::::.::..:....:;5 CC?-?C?..!l_T:ÇC
         -~
         --' =-::?23;: ?-G~E::, ';.5' ?O:i:O:vS :
           '-


             ).: ~:-::2. 0:: ? 2.a~"e:!:
                                                                  ERIN MO~~ (MINOR)
 2..         _:.';2::;:: MARY GRADY, J 0850 RIVERSIDE DRIVE. SUITE 504 .

                                                                                                                                   NORTH HOLLYWOOD
               C~r.IFOIS:rA 91602
 -,
 oJ .
            :: --..': _ -: ""':;.: c.......
           ... C__i:c.- -/":..--..._--.
                                                                  "THE HAPPY DAYS II
            ::e:::;:::-_: THIRTY (30) MINUTE SERIES
 ::. .      ?.ole: JOAN
                                                IE



 ó--9. :":0-= ~-~piic~ie.'
 10.' Em loyment and Production Services Commencement Dates:

          . Employment com.rnences on December 7, 1973, and continues for six (6)
           Contract Years, unless earlier terminated as provided herèin. Each
           Contract Year shall be twelve (12) months in duration, except that
          if the series is picked up for the season commencing in the Fall
          1974 ("the next regular broadcast season"), the 1st Contract Year
          shall be less than
                               twelve (12) months in durätion, and the 2nd
          Contract Year shall commence on a date to be designated by us, but
          not later than commencement of Player1s services in connection with
          programs intended for the next regular broadcast season. We .hereby
          designate on or about December 7, 1973, as the date for commence-
          ment of Player i s production services in the 1st Contract Year. We
          subsequently shall. designate the commencement of Player i s production
          services for each further Contract Year.
----
i 1
           2::1i ti=.l P::oqr?:: ?aYr:snt: ::0:: u.pto five (5) ã.ays \.io::k
            (~n~~~ maybe ave~agec over the p~og~~~s prc¿u~3d ¿uring eac~
            v_____'-'_ ---.. t.,.'" -i-v::_ -. - - i. _...._ __.~.. ..-:O¡ l::' '::.C...¡o~.f _
           C,._.:.,='.... 'V,:;:__). t . - ....G;_ia_.o....-'.. -'0 ;-+e......inc;1"" ,.,.0..--=- ,,,,,_; .:..Ì".o....~-'..
            \i""_ -_v__~_ ~r;~-= _...___ ~
           a~~.: ..; .-~:i ~ . 'r~"'-iQ":-: _.
                    , 13- 0 ,
                                    is~          Cc:i-==act Year                         S      650.00 per episode
                               -i   ?,--'
                                    ---""        Co~::rê.ct             ~T -.' -. -~
                                                                        - t:a._          $      750.00 per episode                                    o'
                                                                                                                                                      .
                            ~       3rã.         Co~. -t:=ê.ct:         Yê~~             S      900.00 per episode
                                    A -:.
                                    ~. . -       /"_- 4___...;
                                    -- ......    \"\,.,i__ "-_ a.v '-   ~ ear           Sj.,lOO.OO per episode                              ) f S"?

                                    ~L.: 8o::t=2.c~ ~èa=
                           .
                  6th Contract Year                  per episode . ~..                  $ 1, 350 . 00                                   "


~~
./
_...                                         ~o . ~
          ~. - --- ~ay~ents ~a??~ica~:e o~~y - ?rosr~=s~ episode =~~ye~
          --~-=~'-;~~~-.~-I $1,600.00 peri~ . ~_           ~è~cn
          ~e~~ers se~vices a::¿ ap?ears ::eccg~~z~ly ot~er t~an ~n ~~e stan-
          c~::~ o?e~ings 1 br~¿~es! cl~si~gs l ieac-i~s a~d iea¿-ó~~s. thereof) :
          ! ::: \
          ',-)        - ~ " - ( .,
                     ..""..cv..~.. 0"" ,.---,...- L....;:_ t1: a::
                     '.'0;' --,.~ --__ -\,c.:~.:.o 00-----
                                                                   =.v:=e.:q::.. : .
                                                                                          -..
                       SAG MinimUm plus 10%
         (b) Theatrical Release:
                 (i) u.s.: .50% of applicable initial program payment
                 (ii) Foreign Release: 50% of applicable initial progrp.m pa):
                                                        i-------r
         ::: ;:::~:e::::v:::::t:run:~G ~J:::m:nimum .: Æ~~- ~J        l ..., ...-.. ,'l; 1




        The term initial program payment as used t~roughout this ~eement
        shall be the applicable Sl.l' set forth in paragraph 11 regardless of
        additional sums t'¡hich may -be paid Player for overtime, meal penaltie
        additional services or othenqise.

 13. Guarantees: Subject to our termination rights
        1st Contract Year: Ten-thirteenths. (l0/13ths) of all pronrams
                                                -
        produced hut in no event less than ten (10)
        2nd and subsequent Contract Years: Ten-thir.teenths -CIO/13ths) of all
        programs produced but .in no event

        Year                                 less than ten (10) iil each Contract
        Nothing herein shal~ limit our right to utilize Player in more ~than
        the guaranteed nl.~er of programs. If the foregoing formula results
        in a fraction, a fraction in excess of one-half (1/2) will be in-
        creased to the next whole n~~er; a fraction of one-half (1/2) or
        less will be disregarded.

 14. Termination: We may terminate Player's services at the end of any
       Contract Year.

15. Payor Play: All guarantees herein are payor play subject to our
       termnation and suspension rights herein.
16 .   Billing: The fOllowing billing will be accorded Player on English
       language prints of each episode and the pilot in which Player appears
       recognizably (other than in standard openings, 'closings, bridges,
       lead-ins and lead-outs). Any inadvertent failure to accord Player
       such credit will not be construed as a breach of this agreement.
       Feature billing; placement and trea~~ent at Producer's discretion.



17. Conuercials: Program coiumercials only: Initial compensation double
                                                                   -/SAG
     scale ¡Residuals - /SAG scale. Player may not make outside commercial~
                       double
18. MerChandising: lllere Player's name, voice, likeness or endorsement
     used in connection with merchandising rights r Player will receive
       5% of 100% of net oroceeds r to be reduced to 2-1/2% of 100% if used
       in conjunction ''lith naLiler voicer likeness or endorsement qf other(s).
       We may first deduct 50%_ of gross as handling fee.

19. Persona.l Appearances: For sponsor (s) r buyer (s) and/or. netviork sub-
       ject to Player1savailability. Player will be furnished first-elassr
       round-trip transportation plus reasonable living expenses.
 20. Grant of Rights; Assignment and Loanout; SAG Bene.fits: Player
      hereby grants to us all rights to his services hereunder and,
      in and to the res ul ts and proceeds. thereof. We shall have the
      right to assign any and all of our rights under this agreement
      or any of our rights to such services, or the results and
      proceeds thereof, or to loan out the services of Player for the
      pilot and/or series. Further, except as specifically othen.¡ise
      herein provided,. t.¡e shall 'be entitled to .the maximum benefits
      of the SAG Agreement for the minimum payments, including, with-
      out limitation, the right to use the maximum numer of weeks to
      produce the series. Player acknowledges that this paragraph
      satisfies any provision of the SAG Agreement requiring Player's
      specific agrea~ent in Player's individual contract (including,
      without limitation, Player. s agreement to perform services
      and/or appear, without additional compensation, in standard
      openings, closings, bridges,
                                    lead-ins and lead-outs).
21 ~ EXClusivity: Player's services for television and the use of
      Player's nãfe, voice, likeness and endorsement'
                                                       shall be exclusive
     to us during the term of this agreement and through the network
     broadcasts (including repeats) of the programs hereunder, except
     that, provided Player is not in default hereunder, Player may do
     three (3) television guest appearances which may be in prime time,
     in each thirteen °C 13) week period, unlimt ted radio guest
     appearances and unlimited non-prime time game, panel or talk show
     television guest appearances (provided same do not conflict or
     interfere with Player's obligations hereunder and subject to the
     limi tations on such appearances set forth herein). Player may ..
     render services other than in connection with radio and tele-
     vision (provided same do not conflict or interfere with Player's
     obligations hereunder) and authorize use of his name and likeness
     to advertise and publicize such permtted outside services or
     those arising from contracts
                                  entered into prior to the date
     hereof subject to paragraph 17. It is understood that no
     appearance or other activities permtted hereunder shall be in
     connection with or on programs sponsored by products or services
     competitive to the products or services being advertised by the
     l1majo_r" sponsor(s) of the series. A "major" sponsor is one ,,-¡ho
     Sponsors at least .
                                                  eight . (8) minutes of a. ..thirteen(l3). week periõd,
     regardless of the length of time of the series. No television or
     radio appearance hereunder may be in a continuing role, the Player
     may not portray the same continuing character as he portrays in
     the series (or a parody of such role without our approval), and
     no such appearance may be made on any program scheduled to be
     broadcast during the regularly scheduled time period of the series.
22. Reinstatement: Ninety (90) day turn-around right.
23. Player's Personal Information:
                                           ~~'\Pcc¡ ~
     Address
      ~~¡$'C\'; ~
                                                              U. S .A.                     ~'- ~l'(.i~ 1)
     Telephone No.                                        Ci tizenship                   Birth Date

2/13/73                                                        -4-
               (( 't A c.~b
          Social Security No.
                                                                           Draft Status
         Player will advise us promptly of any change in abOVê information.

 24. Special Provisions:                                         See attached Rider
 25 · Addi tional Compe"ns a tion Provi'sion: If the compensation payab Ie
         during the term hereof shall exceed the amount permitted by any
         present or future law or governmental order or regulation, such
         stated compensation shall be reduced while such limitation is in
         effect to the amount which is so permitted; and the payment of
         such reduced compensation shall be deemed to constitute full
         perform~~ce by the Producer of its obligations hereunder with
         respect to compensation for such period. If any such limitation
         shall come into effect, the Producer agrees to make application
         to the proper governmental authority for permission to pay the
         full compensation provided for hereunder, but in the event

                                                                  any
      such. application shall be denied in whole or in part, any such
      denial shall not consti tute a breach of this agreement by the
      Producer nor shall Player be excused during the pendency of
      such .application or after such denial from furnishing and
      rendering his services at the times and in the manner herein
      provided.
26. l1emorandwn Agre'ement: The parties agree that those customary
     provisions which are normally included in employment agreements
     of this type are deemed included herein. These customary pro-
      visions shall include
                                                              i without limitation, those relating to
      rr~rals and equitable relief (which provisions shall, in' any event,
      conform to the provisions of the applicable agre~üents with
      sponsors, networks or ot~er buyers respecting broadcasting of
      the series or program). Subject to good fai th n~gotia-tions, v7e.
     may prepare a formal agreement inc9rporating the provisions of
     this Memorandum Agreement and the aforesaid customary provisions,
     which each party. shall then execute but, pending such preparation
     and execution, this Memorandum Agreement shall constitute the
     ~greement of the parties.


DATED:          T)p('pmryo-r Lt, 1 q 7 3

                                                                      PARM10UNT TELEVISION, ~
                                                                      A DIVISION OF
                                                                      PARA'íOUNT PICTURES CO æORATION



                                                           1JBY

AGPæED TO AND ACCEPTED: ~

 Q . 7 ~~
       /l~~111C~U't
DU-i- ;/ )lC7./"4/',,/ ,/ /,. h~_=_"ni~ /7....

				
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