SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
BROADCAST NEWS NETWORKS, INC.,
-against- Index No. 103031/06
LOEB & LOEB LLP, and
MARC CHAMLIN, Esq.
STATE OF NEW YORK )
COUNTY OF NEW YORK )
STEVEN ROSENBAUM, being duly sworn, says and deposes:
1. I am the President of BROADCAST NEWS NETWORKS, INC.,d/b/a CAMERAPLANET.
2. Defendants represented plaintiff from 1999 to the recent past, and after January, 2002 continued
and made new retainer or waiver agreements.
3. Defendants never provided plaintiff with any printed materials pursuant to 22 NYCRR Part 137
at any time.
4. The allegations of the complaint concern legal malpractice, violations of ethical obligations,
conflicts of interest, self dealing by the defendant, fee disputes, disgorgement of fees, and demands
for both compensatory damages and punitive damages.
5. Plaintiff is a leading producer of documentary films, the owner of the critically praised
CameraPlanet 9/11 Archive, and the award winning producter of non-fiction filmed content for a
major Cable and Broadcast clients. The Plaintiff has brought this legal malpractice action against
its former attorneys, who represented it in transactional work. (*Loeb didn’t represent us in
litigation against Stephen Carlis – if that was the meaning of this sentence).
6. Up until September, 2004 Defendants represented Plaintiff in its business transactions,
including its internal transactions which included one Carlis. Carlis was an employee, who, it is
alleged, set up numerous competitive ventures and relationships within that of plaintiff, and
enlisted the aid of defendants to advise him on the structure, deal points, and specific competitive
entities and operations of those parasitic enterprises.
7 Throughout the period in question, Plaintiff's long-time outside counsel, Loeb & Loeb LLP,
["Loeb"] with and through its attorney Marc Chamlin ["Chamlin"], counseled Carlis, and other
persons associated with him with respect to the competitive ventures that were siphoning off
Plaintiff's business. Plaintiff never authorized this dual representation, which was unknown to
8. Loeb & Loeb LLP is an entertainment law firm with offices in New York, Los Angeles,
Chicago, and Nashville. It maintains a law firm with principal places of business at 345 Park
Avenue, New York, NY 10154.
9. Chamlin is a partner in the law firm of Loeb & Loeb, LLP, and resident a the New York
office of Loeb. Chamlin has served as principal outside counsel to Plaintiff from May, 1999
through October, 2005.
10. Without Plaintiff's knowledge or consent, both Chamlin and Loeb concurrently represented
Carlis and his outside partners in ventures which competed with Plaintiff, inter alia, Frederator,
Bolder Media, JoeJack and Instigator.
11. Defendant Chamlin entered into negotiations with Carlis, whose interests were adverse to
plaintiff, even while outside counsel to Plaintiff. As an example, during January, 2003 Defendant
Chamlin was part of a negotiation between Carlis, Siebert and Karen Herbert for a new partnership.
During this period, Defendant Chamlin was representing Carlis and Carlis' outside partners at he
same time in connection with Carlis other entities within and competing with Plaintiff's business.
12. Defendant Chamlin served as principal outside counsel to CameraPlanet starting in May,
1999 and had represented CameraPlanet on matters as far back as early 1994. In his capacity as
CameraPlanet's partner-counsel personally and as partner of and for Defendant Loeb, Chamlin
undertook a wide range of tasks, including drafting contracts, negotiating talent and employment
deals, and advising plaintiff on hiring and termination issues. Defendants Chamlin and Loeb were
the longest involved and most trusted outside advisors, and attorneys, to the company on both day-
to-day matters and long-term planning decision for growth and risk management. In these
capacities, Defendants were privy to a wealth of Plaintiff's confidential and proprietary information.
13. Defendant Loeb was engaged nearly continuously by Plaintiff from May, 1999 through
September, 2004. The firm billed plaintiff nearly every month during that period, with total fees in
excess of $ 220,000.
14. Defendants were well aware that Plaintiff was a current and continuing client of the firm.
Even as late as July 16, 2004, defendants sought and obtained a conflict wavier so that its partner,
Roger Arar, could act on behalf of American Movie Classics Company, adverse to CameraPlanet in
connection with a television project known as “My Way”.
15. Defendants knew that Carlis' interests were adverse to those of plaintiff, and on May 19,
2003, Chamlin wrote to Rosenbaum regarding the ongoing discussions concerning a possible equity
share for Carlis. Chamlin wrote that "We'll reconnect with Mr, Carlis and Counsel shortly," clearly
indicating that Defendant Chamlin understood that Carlis' interests were adverse to plaintiff's in the
areas of CameraPlanet ownership, equity, and control, and could not be concurrently represented by
16. Nevertheless, throughout 2003 and 2004, Defendant Chamlin was concurrently acting as
legal counsel and business affairs adviser to both Plaintiff and the competitive business ventures of
Carlis, Siebert and Miller.
17. Defendants Chamlin and Loeb were intimately involved with Plaintiff's contracts and
business strategy, were regularly briefed on Plaintiff's client relationships and development targets,
were advising Plaintiff on Carlis' demands for equity, and at the same time were acting as the legal
architect for the larger and directly-competitive entities being formed by Carlis.
18. Throughout all of this, Defendant Chamlin was deeply engaged in conversations with
Plaintiff regarding financing, corporate structure, and a strategy to grow the business.
19. Through all of this, Defendant Chamlin was e-mailing Carlis directly about the Seibert
20. Chamlin's involvement as counsel to Carlis' illicit non-CameraPlanet ventures, in
derogation of Chamlin's duty to CameraPlanet continued without abatement throughout 2004.
21. While all this was happening, Defendants Chamlin and Loeb continued to be working for,
billing to, and receiving compensation from plaintiff and its Chief Executive Officer Rosenbaum
who along with Pamela Yoder, are the sole shareholders of CameraPlanet. Rosenbaum and Yoder
were the client decision makers with respect to Loeb's representation of Plaintiff CameraPlanet.
22. Rosenbaum had a meeting with Chamlin at the offices of defendant Loeb on 7/2/03 at 9:30
a.m., at which Chamlin told Rosenbaum that "Carlis doing any deals outside of CameraPlanet
would be a specific breach of his duty to CameraPlanet." From Chamlin's silence, Rosenbaum was
fraudulently led to believe that Chamlin was not and would not engage in dual representation
without clearance, would not and had not represented Carlis in any of the Carlis deals.
23. Ethical standards were violated, and Chamlin and Loeb & Loeb deviated from good and
adequate standards of legal representation, and breached their legal and ethical duties to plaintiff,
consequently committing legal malpractice by concurrently representing Plaintiff and outside
competitive ventures of Carlis, Seibert, Quinlan and Miller, all to plaintiff's detriment, without the
knowledge of, the permission of, or the agreement of plaintiff to these conflicts.
24. CameraPlanet had differing interests from the other entities pursuant to 22 NYCRR
1200.24 and EC 5-18. Defendants represented both entities concurrently without authorization, and
without disclosure to Plaintiff.
25. This case revolves around the questions of ethical violations, conflicts of interest, legal
malpractice, and include a demand for punitive damages.
26. Defendants now move for a stay of these proceedings and demand arbitration based upon
their retainer agreement. They do not mention 22 NYCRR Part 137, et seq, nor the principal that
there is a public policy against arbitration of attorney-client disputes.
27. I ask that the court retain jurisdiction over this case, and not permit Loeb & Loeb to shunt
this matter away from the public and court scrutiny it deserves.
28. Lawyers play a vital role in society, and my own reading tells me that courts have
determined that cases alleging violations of rule of professional conduct should not be subject to
arbitration. Rather, they should be brought before the scrutiny of the courts.
29. Furthermore, arbitrators are not permitted to consider punitive damages. Public policy
requires that punitive damages, as a sanction, are reserved to the State, and may not be granted by
30. A number of recent public incidents concerning entertainment attorney have come to light
in the press. The New York Times has published accounts of the insider-dealing and conflicts of
interest which take place within entertainment law firms, and this problem is endemic within the
31. More, rather than less, scrutiny is needed in this area. Loeb & Loeb have a superior
bargaining position when making these retainer agreements, and they write the retainer agreement
with the intent of avoiding public scrutiny of these conflicts of interest and self-dealing which arose
in my case. While the retainer agreement has language that puts me on notice that Arbitration
means I waive my right to a jury trial, it explicitly doesn’t inform me that I’m waiving my right to
punative damages. Even a lay person could understand the impact of that acceptance of arbitration,
in the unlikely even of a serious breach.
32. The Courts appear empowered to, and in my opinion, should scrutinize allegations of
unscrupulous attorney behavior, and violations of the ethical duties of attorneys. I do not believe
that arbitrators will be able to, nor have the background to make decisions based upon violations of
ethical rules, and insider-self-dealing.
33. Mr. Elsberg himself has written about cases in which the courts have determined that
arbitration of cases involving such violations is against public policy. I enclose a copy of his own
article in the New York Law Journal.
34. For all of these reasons, and because my legal research tells me that there are cases which
have found that an arbitration agreement such as this is contrary to public policy and that
defendant's motion which seeks to take this case out of the court's scrutiny and assign it to
arbitrators with insufficient knowledge of ethical rules, the law of ethical violations, and without
the court's experience and wisdom should be denied.
35. Plaintiff asks that the court deny this motion and continue to handle this case.
36. For all these reasons, and based upon the cases cited herein, plaintiff asks that this court
deny defendant's motion, which seeks a stay of proceedings and a direction to arbitrate, and
instead direct defendants to answer the complaint.
Sworn to before me this
day of 2006