19STCV26834

Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: David Sotelo
Electronically FILED by Superior Court of California, County of Los Angeles on 08/01/2019 08:52 AM Sherri R. Carter, Executive Officer/Clerk of Court, by M. Barel,Deputy Clerk

Bryan J. Freedman, Esq. (SBN 151990)

Sean M. Hardy, Esq. (SBN 266446)
2 Chad M. Mandell, Esq. (SBN 272775)
FREEDMAN+ TAITELMAN, LLP
3 1901 Avenue of the Stars, Suite 500
Los Angeles, CA 90067
4 Telephone: (310) 201-0005
Facsimile: (310) 201-0045
5 E-mail: BFreedman@ftllp.com
SMHardy@ftllp.com
6 Cmandell@ftllp.com

7 Attorneys for Plaintiffs Rob Moore and Pl Esports, LLC

9
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
COUNTY OF LOS ANGELES
11

12
13 ROB MOORE, an individual; Pl ESPORTS, ) Case No.:
LLC, a California limited liability company, )
14 ) COMPLAINT FOR:
Plaintiff, )
15 ) (1) BREACH OF JOINT VENTURE
) AGREEMENT
vs.
16 ) (2) BREACH OF FIDUCIARY DUTY
) (3) FRAUD
17 MICHAEL NEARY, an individual; KSE
ESPORTS, LLC, a Colorado limited liability ~ (4) BREACH OF IMPLIED
18 company; and DOES 1 through 20, inclusive. ) COVENANT OF GOOD FAITH
) AND FAIR DEALING
19 Defendants. ) (5) PROMISSORY ESTOPPEL
) (6) NEGLIGENT
20 )
MISREPRESENTATION
) (7) QUANTUM MERUIT
21
~ (8) DECLARATORY RELIEF
22 )
)
23 )
)
24 )
)
25 )
)
26 )
)
27 )

28
~~~~~~~~~~~~~~~)

1
COMPLAINT
 Plaintiffs Rob Moore ("Moore") and P 1 Esports, LLC ("Pl") (collectively, "Plaintiffs") allege

2 causes of action against Defendants Michael Neary ("Neary"), and KSE Esports, LLC ("KSE")

3 (collectively, "Defendants"); and DOES 1 through 20 (hereinafter, collectively "Defendants") as

4 follows:

5 INTRODUCTION

6 1. From September 23, 2017 to present, Rob Moore has, under the express knowledge,

7 direction, and consent of KSE, operated as CEO of KSE Esports. In fact, this was communicated and

8 directed by the general counsel of Kroenke Sports and Entertainment continuously since that date with

the full knowledge of Josh Kroenke, executives of KSE, outside legal counsel, insurance representatives,
9
and executives of Blizzard entertainment amongst others. Over that period Rob Moore has continuously
10
sought to memorialize the equity and other financial compensation for his services and the services of
11
his management team to KSE. Notwithstanding operating the teams without compensation (being
12
required by KSE to advance his own funds) and despite the joint venture agreement, on July 19, 2019
13
Josh Kroenke sent a letter to Rob Moore where he attempted to rewrite history. In fact, he had the
14
audacity to describe the work performed by Moore and P 1 as "facilitating certain management functions
15
for the LA Gladiators." Shockingly, and in complete disregard for the deal he made, Josh Kroenke
16
strained credulity by stating that Moore was due an amount that is essentially nothing from KSE for his
17
work as CEO and he and his team's 2 years of hard work that brought much success. No doubt, this
18
letter was a clear attempt to try and set this matter up for litigation by disregarding the joint venture
19 agreement, and wrongfully characterizing Moore and his team's full time operational management
20 inaccurately in an attempt to strip Moore and his team of their rightful equity ownership and fair value.
21 As Moore and P 1 have in fact performed all operating management of KSE Esports since

22 inception. This is consistent with the expectations of the general counsel of KSE, who on October 20,

23 2017 wrote, "it occurs to me that we might want to avoid Josh Kroenke be the signatory given that his

24 schedule is quite tricky and he can be difficult to reach." Kroenke's attempt to rewrite history was

25 clearly designed to reduce the joint venture's value and was a clear preparation of litigation move, that

26 left Moore and Pl with no choice but to file this lawsuit as an attempt to protect Pl 's ownership interest

in the value of the Gladiators.

27
2. While Esports may be the newest form of organized competitive sports, it is
28

2
COMPLAINT
 unfortunately not immune from deceptive business practices and unexpected power grabs. The Kroenke

2 family, headed by Stan Kroenke, owns such venerable sports teams as the NFL's Los Angeles Rams, the

3 NBA's Denver Nuggets, and the NHL's Colorado Avalanche. In recent years, Stan tasked his son, Josh

4 Kroenke, with establishing a foothold for the Kroenke family in the emerging world of Esports. Given

5 that Josh Kroenke was preoccupied with overseeing the Kroenkes' Arsenal Football Club in England, as

6 well as other demanding sports franchises, he specifically recruited Rob Moore, a highly successful

7 entertainment executive, to run the Kroenkes' Esports division. Josh Kroenke simply had no time to

8 devote his full attention to the Kroenkes' nascent Esports venture. Josh's judgment was sound, as

9 Moore had established his ability to identify quality talent and run an efficient operation. Indeed, on

10 July 28, 2019, Kyle "Bugha" Giersdorf, a leading member of Moore's "Sentinels" Esports team, won

11 First Place in the Fortnite World Cup - the sole survivor of a video game competition that began with

12 over 40 million players who captured a $3 million prize.

13 3. For two years, Moore and his management team at Pl have given the Kroenkes their

14 time, skill, labor, and funding, and in return, they have not been paid a dime. Moore and the Kroenkes

15 started doing business together in 2017. At that time, the Kroenkes were interested in buying a

16 permanent team, or franchise, in "League of Legends," one of the most popular video games. The

17 Kroenkes also had plans for an Esports team, the Los Angeles Gladiators, which they wished to compete

18 in the Overwatch League, a professional Esports league for the massively popular video game

19 "Overwatch." However, the Kroenkes needed a business partner because, among other reasons, they had

20 no employees with expertise in the Esports space, despite forming an entity, KSE, for that purpose.

21 Plaintiffs' superb management of the Gladiators resulted in a team that finished in 4th place of 12 teams

22 with a cost structure 33% less than the average team. This was partially due to the fact that Pl provided

23 all management services for the Gladiators. Thus, KSE saved no less than $1.5 million over a 2 year

24 period due to Plaintiffs' management. After Plaintiffs successfully operated KSE for 2 years, in

25 February 2019, Josh's ambitious friend Michael Neary began seeking to position himself to take credit

26 for the efficient and successful operation that Moore and his management team had built. For Moore

27 and Pl, the good news is that the value of their services to Defendants has already been established by

28 the marketplace and the Kroenkes themselves: a 49% equity interest in all existing KSE Esports

3
COMPLAINT
 teams, including without limitation the Los Angeles Gladiators.

2 4. In 2017, Moore had recently finished his highly-successful tenure as the Vice Chairman

3 of Paramount Pictures. He had served that capacity for nearly 11 years. While at Paramount, Moore

4 oversaw the launch of "Transformers," which is the most successful movie franchise in Paramount' s 100

5 year history, among other incredibly successful movie franchises including Marvel Studios' "Iron Man,"

6 which was the genesis of the record breaking "Avengers" franchise. The Kroenkes were fortunate to

7 find a partnering opportunity with Moore. Moore not only had found success in marketing to many of

8 the same target audience groups that are coveted in the Esports industry, but he also had demonstrated a

9 skill for developing successful enterprises in the entertainment field. Moore even came recommended

10 by insiders at the Kroenkes' organization. On top of all that, Moore was already engaged in the Esports

11 industry. In 2016, Moore had launched Phoenixl Esports, LLC, ("Phoenixl") a professional Esports

12 organization, in Los Angeles, California. In the same year, 2016, Moore acquired a team that competed

13 under the name "Phoenix l" in a league named, "League of Legends North America," which is owned

14 and operated by Riot Games, the publisher "League of Legends."

15 5. Moore and his team gave the Kroenkes everything they could want: an established

16 Esports organization capable of managing the Los Angeles Gladiators; a team with a relationship to

17 "League of Legends;" and an experienced senior executive at the helm with a history of successfully

18 growing businesses, including with the relevant target audience.

19 6. Initially, the parties worked toward obtaining a permanent franchise with "League of

20 Legends." KSE put in minimal effort to assist in securing the partnership. For instance, rather than

21 create a presentation showcasing the resources KSE would bring to the league (as would have been

22 industry standard), KSE's efforts to persuade Riot Games that it would add value to the league was

23 limited to one brief phone call between Josh Kroenke and Chris Greely of Riot Games. While this did

24 not pan out, KSE nevertheless insisted that Moore continue working, and assured him that he would be

25 compensated upon fair terms. KSE stated that it had no employees in place, and that it was relying on

26 Moore and his highly-skilled team to continue operations.

27 7. For two years, Moore and his team worked without pay, as KSE strung Moore along with

28 promises that they would sit down and memorialize the payment for Moore and his team's services. For

4
COMPLAINT
 · ·-·- · --··-------------------------

example, in July 2018, near the end of the League's first season, Moore sent a note to Josh Kroenke

2 summarizing the accomplishments of the season and again requesting that their existing deal be further

3 memorialized. Moore notified Josh that memorializing their existing agreement before the start of

4 Season 2 of Overwatch was imperative for Moore and his fellow investors. Otherwise, they would seek

5 a new strategic partner. Specifically, Moore stated:

6 Josh,
7
With the end of the season upon us I wanted to now regroup on how we all move forward
8 together. I think our group has done a fantastic job with less time than most
organizations, to build a staff, a team and a brand as strong as any in the league.
9
At the end of the month our group will sit down and lay out an organizational plan for
10
2019, by the end of August we will have a budget for you including projected acquisition
11 cost of available free agents and a target roster.

12 In the last year Phoenix 1 has launched 4 Esports teams:

13 LA Gladiators OWL
Gladiators Legion Contenders
14
Hearthstone ( one of the Games Blizzard is putting Esports focus on ) and
15 Fortnight (currently the most popular video game on Twitch)

16 ... [1] ...

17 From the time Tomago suggested you were interested in the Esports world I have viewed
you as a great potential partner to develop and expand in this space. Obviously our first
18
partnership hit a speed bump with the league of legends franchising process. My hope is
19 that now we have shown our ability to be a great partner for you and we can figure out a
structure that works to accomplish our mutual goals. Being a part of the spectacular
20 launch of the Overwatch league I now believe even more in the long term potential in
Esports.
21
Together through Phoenixl we can:
22
-Continue to leverage our staff to oversee the Overwatch teams
23 -invest in developing new sports to gain scale to rapidly increase sponsorship revenue
and
24 -Be a resource to support all of your other traditional sports team's efforts to connect with
a younger fan base through tournaments and other activations around Madden, FIFA and
25 NBA2K.
26
Hopefully we can connect this week and start the process soon as I really owe my
27 partners a plan for Phoenix 1 .

28 Thank you,

5
COMPLAINT
 ·-···-····------·········---···-·-- ... ---------------------------

Rob

8. Josh Kroenke responded with effusive praise for Moore's efforts and a commitment to
2
sit down and work something out:
3

4 Thanks very much for your note. You are more than correct in your statement about how
5 the group responded in such a short time frame to deliver a great team, and brand, as
strong as any in the League.
6
I have several conflicts tomorrow, but I am wide open on Thursday and Friday to meet
7 with you to discuss everything outlined below. Let me know what works best for you
and we can get something set up.
8

9 Thanks again for everything this season in OWL. .. you guys didn't have to hit the ground
running, you had to hit the ground running at a full sprint!'
10
Best,
11 Josh

12 9. In January 2019, KSE and Plaintiffs entered into an oral Joint Venture agreement (the

13 "Joint Venture"), following at least a month of extensive negotiations. Josh said he needed to get final

14 sign off from his father. Shortly thereafter, Stan Kroenke, Josh Kroenke' s father, indicated he was on

15 board, when he sought Moore out at the Los Angeles Rams Super Bowl party to ask Moore to consult

16 with his developer for the space being constructed in the New Hollywood Park Stadium Facility that

17 would accommodate the Los Angeles Gladiators (Stan Kroenke wanted to make sure the plan had

18 Moore's blessing). Reinforcing the deal, shortly after the Joint Venture was formed, in February 2019,

19 the General Counsel of KSE, the head of insurance of KSE, and a senior KSE financial person had

20 Moore complete and sign as CEO of KSE an Esports insurance questionnaire. Also, in May of 2019,

21 the "Overwatch" league made a revision to the charter of the league to revise the number of matches and

22 to establish the roll out for team-hosted local matches for the 2020 season. Both the league and KSE

23 looked to Moore for his approval. When Josh Kroenke and KSE failed to respond in a timely manner,

24 the league looked to Moore, in his role as CEO of KSE, to execute the amendment. After a lengthy

25 delay without responding to the league, the legal group at KSE also came to Moore for his approval

26 before executing the amendment.

27 10. The Joint Venture entitled Moore and Pl to at least forty-nine percent (49%) of KSE, the

28 Gladiators, and in the other assets of the Joint Venture. Moore also became the CEO of KSE. Thus,

6
COMPLAINT
 Plaintiffs and Defendants agreed to share ownership and shared control over the Joint Venture, as well

2 as shared profits and losses.

3 11. From the beginning, Josh Kroenke and executives at KSE were neither involved in the

4 operations nor did they provide any operational support, even though KSE was supposed to be handling

5 sponsorship and advertising sales. On many occasions, Moore brought this to the attention of Josh

6 Kroenke and KSE -- most recently in a memo to Neary, who had claimed he would be able to move

7 things forward. Moore's memo to Neary, dated February 18, 2018, advised Neary that if Pl did not

8 receive ad sales support from KSE or funding in the budget for ad sales personnel by the end of March

9 2018, there would be no ad revenue for the second year in a row. Two weeks later, Moore followed up

10 with KSE. No support was ever provided. To this day, KSE has generated zero (0) revenue and they

11 never requested any information that would have been necessary to engage with any sponsor.

12 12. Throughout 2017 and 2018, Josh Kroenke's involvement was largely limited to attending

13 and participating in the league's owners' meetings. In the most recent owners' meeting, in March 2018,

14 Josh attended only the 2-hour league overview. After the overview, Josh confirmed that Moore and his

15 P 1 staff would participate in all of the strategy sessions, acknowledged that that he owed Moore formal

16 confirmation of their deal, and departed, despite the fact that the agenda for the remainder of the meeting

17 included critical topics relating to the evaluation of the league's strategy for 2020, such as the number of

18 games there would be during the 2020 season and strategies for hosting home matches. These were two

19 areas in which Josh was expected to have had the most to contribute.

20 13. Starting in March of2019 Josh delegated any interaction with Pl to Neary. Neary was

21 ineffective in supporting the operation and started to attempt to portray Moore and P 1 in a negative light

22 to Kroenke, who until Neary's involvement had only given positive feedback.

23 14. Unfortunately, the Joint Venture between Moore and the Kroenkes did not sit well with

24 Josh's business partner and college friend, Neary. Neary had gotten used to the dynamic in which

25 Moore and his company did all the work, fronted all the costs, but received nothing in return, and were

26 forced to make repeated requests every month to be reimbursed for the operating costs of the Gladiators.

27 Further, in any event, there was still no funding of the operation of Pl or compensation for Moore's

28 time.

7
COMPLAINT
 15. From January 2019 going forward, the parties continued to work and contribute to the

2 Joint Venture, with Moore and his company continuing to provide 100% of the management. Moore

3 acted as the CEO of KSE, and, Moore and his team contributed their time, skill, labor, and resources to

4 the management of the Joint Venture's objectives: to grow KSE, the Gladiators, and the Sentinels,

5 among other Esports organizations, and to continue to seek opportunities to acquire a franchise in

6 "League of Legends," which had been a goal from the beginning. To this day, KSE employees view

7 Moore as the person who runs Esports for the Kroenkes. During the week of July 13, 2019, at an

8 official KSE event with the most senior executives of Stan Kroenke's Los Angeles Rams and Arsenal

9 Football Club organizations, the KSE executives introduced Moore as the person who runs Esports for

10 the Kroenke Organization.

11 16. However, Moore and his team were not paid for their efforts, and Moore had to continue

12 to pay out of pocket to fund the Joint Venture enterprise, even though the Kroenkes were supposed to be

13 funding the Joint Venture. The Joint Venture also put Moore at odds with Neary. Therefore, when an

14 opportunity to acquire Echo Fox - a poorly-performing and badly-managed franchise in "League of

15 Legends" - manifested, Moore was kept in the dark. Eventually, Neary revealed the opportunity to

16 Moore, but only to deceive Moore into believing he would be involved in the acquisition of Echo Fox.

17 17. Neary initially told Moore he needed to sign a nondisclosure agreement ("NDA") so

18 Moore could assist with the valuation of Echo Fox. Instead, the next day, Neary sent an NDA with an

19 entirely different scope and which did not even mention the Echo Fox transaction. When Moore

20 requested that the NDA be revised to specify that Echo Fox be the project indicated in the NDA, Moore

21 received no response from Neary or Josh Kroenke, and Moore was excluded from any conversations

22 until KSE had made a bid to acquire Echo Fox without Moore's input. On July 12, 2019, Moore

23 responded that the Joint Venture already served this purpose. Moore forwarded to Neary the December

24 24, 2018, offer (from Josh Kroenke to Moore) which led to the formation of the Joint Venture, in

25 January2019.

26 18. Then, on July 19, 2019, Josh sent an email to Moore, in which Josh revealed that he had

27 been secretly negotiating, on behalf of KSE, to purchase Echo Fox for several months, notwithstanding

28 the fact that this breached KSE's obligations to Moore under the Joint Venture agreement:

8
COMPLAINT
 "[Information regarding this opportunity] was not shared with you [i.e. Moore] during
2 our partnership discussions, and is the reason for confirming our non-disclosures
agreement. The esports organization Echo Fox has been listed for sale by LionTree
3 Capital, and they have been actively soliciting KSE Esports as a potential buyer since
early April. We have known about the Echo Fox organization for quite some
4 time ..... This franchise is obviously what PHXl attempted to bring to our relationship
initially .... "
5
Contemporaneously with the disclosure of this shocking and dishonest scheme, Defendants took steps to
6
wrongfully deny Plaintiffs their full ownership interest in the Joint Venture by purporting to give Moore
7
the opportunity to purchase a 10 percent interest of the Joint Venture enterprise, which is a mere fraction
8
of Moore's actual ownership interest in the Joint Venture (Plaintiffs' true ownership interest is at least
9
forty nine-percent (49%)), all while requiring Moore to continue to serve as KSE's CEO without
10
compensation. Hence, Defendants have unilaterally usurped a joint venture opportunity (i.e. to purchase
11
a franchise in "League of Legends") simultaneously wrongfully refusing to acknowledge Plaintiffs'
12
interest in the Joint Venture.
13
THE PARTIES
14
19. Plaintiff Rob Moore is an individual residing in the County of Los Angeles, State of
15
California. Prior to entering the Esports industry, Moore had spent 11 years at Paramount Pictures,
16
where he worked from 2005 through 2016, and spent most of that time as the Vice Chairman of the
17
studio. Rob Moore is the CEO of Pl Esports, LLC.
18
20. Plaintiff P 1 Esports, LLC is a California limited liability company with its principal place
19
of business in Los Angeles, California. At all times relevant to this action, P 1 Esports, LLC has been
20
authorized to do business in California.
21
21. Moore alleges on information and belief that Michael Neary is an individual residing in
22
the County of Denver, State of Colorado.
23
22. Moore alleges on information and belief that KSE Esports, LLC, is a Colorado limited
24
liability company, with its principal place of business in located at 4544 Tobias Avenue, Sherman Oaks,
25
County of Los Angeles, State of California. Moore further alleges that KES conducts significant
26
business in the County of Los Angeles, State of California.
27
23. Does 1 through 10 are unknown to Moore, who therefore utilizes such fictitious
28
9
COMPLAINT
 designations and will seek leave of the Court to insert the true names and capacities of these defendants

2 when ascertained by Moore.

3 24. Defendants sued herein as Does 11 through 20, inclusive, are unknown to Moore, who

4 therefore utilizes such fictitious designations and will seek leave of the Court to insert the true names

5 and capacities of these defendants when ascertained by Moore. Moore alleges on information and belief

6 that each of the fictitiously designated defendants are responsible for the causes of action set forth below

7 in the same fashion as the identified defendants.

8 25. At all times material herein, each defendant was the agent, servant, joint venture, and/or

9 employee of each and every remaining defendant, and the acts of such defendants were within the

10 course and scope of said agency, joint venture, and/or employment.

11 26. Moore is ignorant of the true names and capacities of Defendants sued herein as DOES 1

12 through 10, inclusive, and thereon sue these respondents by such fictitious names. Moore alleges on

13 information and belief that such DOE Respondents are liable to Moore for the actions hereinafter set

14 forth. Moore will amend this complaint to allege the true names and capacities of such DOE

15 Defendants.

16 27. Moore alleges on information and belief that, at all times relevant hereto, each of the

17 Respondents, including each DOE Defendant, was the agent, servant, employee, and/or representative o

18 each of the other Defendants and, in doing the things herein alleged, was acting within the course and

19 scope of, and pursuant to, said agency, services, employment, and/or representation.

20 28. Moore and Defendants will be collectively referred to herein as, the "Parties."

21 JURISDICTION AND VENUE

22 29. This Court has jurisdiction over all causes of action asserted herein because all causes of

23 action asserted herein arise out of conduct undertaken by Defendants in Los Angeles County, State of

24 California. Each defendant has sufficient minimum contacts with the State of California and has

25 otherwise intentionally availed himself/itself of the State of California so as to render the exercise of

26 jurisdiction over it by the State of California court consistent with traditional notions of fair play and

27 substantial justice.

28
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COMPLAINT
 FACTUAL BACKGROUND

2 A. From 2005-2016: Moore Served As Top Executive At Paramount Pictures

3 30. Prior to entering the Esports industry, Moore had spent 11 years at Paramount Pictures,

4 where he worked from 2005 through 2016. He spent most of that time as the Vice Chairman of

5 Paramount Pictures. In that capacity, Moore oversaw the worldwide marketing and distribution of the

6 studios' motion pictures. He also guided the launch of the "Transformers" franchise, which became the

7 most financially successful motion picture franchise in the studios' 100 year history. Additionally,

8 Moore oversaw the highly successful launches of the "Iron Man," "Thor," and "Captain America"

9 franchises, which in turn, formed the building blocks of the "Avengers" franchise - which is now the

10 most financially successful franchise in motion picture history.

11 B. In 2016, Moore Turned His Talents And Attention To The Emerging Esports Industry

12 31. After a sustained, successful, and lucrative run as the Vice Chairman of Paramount

13 Pictures, in September of 2016, Moore left Paramount and directed his time, energy, and skill on a new

14 endeavor, forming successful Esports organizations. Esports is a form of organized video game

15 competition. The world-wide Esports industry has rapidly expanded in recent years. Competitive

16 Esports leagues (similar to MLB, NBA, and NFL) have been founded in the United States and abroad, in

17 which teams (or franchises) compete against each other. Leagues are typically owned and operated by

18 the developer of the particular video game played in that league.

19 32. In 2016, Moore launched Phoenix 1 Esports, LLC, a professional Esports organization,

20 with a principal place of business in Los Angeles, California. In the same year, 2016, Moore acquired a

21 team that competed under the name "Phoenix l " in a league named, "League of Legends North

22 America," which is owned and operated by Riot Games, the publisher of the immensely popular video

23 game, "League of Legends."

24 C. In 2017, Defendant KSE And Moore Agree To Go Into Business Together

25 33. In 2017, Riot Games announced that it was changing the format of "League of Legends"

26 from a model where teams could win or lose their way into the league to one with permanent franchises.

27 Franchises that were selected to become permanent franchise of the league were required to pay a league

28 a franchise fee of either $11 million, if the franchise was new to league, or $8 million if the team was

11
COMPLAINT
 1 already in the league. The additional $3 million that the league required of new teams was used to

2 provide a "parachute" to the existing teams that would no longer be permitted to compete in the league.

3 34. In or about September of 2017, Moore and KSE reached an agreement (the "2017

4 Agreement") on material terms of a sale of 51 % of Phoenix 1 (P 1 's predecessor in interest) to KSE, in

5 return for a commitment to fund $11 million ($8 million in franchises fees and $3 million in operating

6 costs). The deal, which valued Phoenixl at $10.570 million, was contingent upon Riot Games granting

7 Phoenix 1 a permanent "League of Legends" franchise. At that time, the Phoenix 1 inception to date cash

8 investment was projected to be $4.5 million. The terms of the 2017 Agreement were as follows:

9 • KSE was to contribute $11 million cash for 51 % of all current and future operations of

10 Phoenixl;

11 • Phoenixl 's current investors to fund all operations through September 30, 2017;

12 • A board comprised of 3 people would be created; KSE was to have two (2) seats; Phoenixl

13 to have one (1) seat - with Moore committed to being that board member through 2020;

14 • Moore was to serve as CEO at least through December 31, 2018;

15 • Phoenix 1 to provide management and consulting services to the benefit of KSE as

16 requested in the following areas: oversight of the player personnel, coaching staffs, and

17 other elements of assembling competitive rosters; all player marketing and all support of all

18 sponsors; all advertising sales and sponsorships with all historical Esports advertisers and

19 sponsors (streaming services, computers and peripherals);

20 • At request of Phoenix 1, KSE agreed to devote sufficient resources to, and to handle,

21 Phoenix 1 's advertising and sponsor sales for all non-endemic advertiser and sponsor

22 groups;

23 • Phoenix 1 and KSE to work together on team branding, consumer marketing of Es ports, and

24 team related merchandise;

25 • Parties to agree on a business plan covering all funding of franchise fees and operations for

26 both Parties Esports initiatives through 2020, which is currently estimated to be $12-15

27 million, Phoenix 1 shareholders and KSE to fund any amounts needed over $12 million pari

28 pasu;

12
COMPLAINT
 1 • Any transaction over $1 million will need board approval;

2 • Any variance from the business plan in aggregate of over $1 million will require board

3 approval; and

4 • KSE to receive a right of last refusal if either the Phoenix 1 investor group seeks to sell any

5 of their holdings to new shareholders or Moore seeks to sell any shares.

6 35. At the time, KSE owned another Esports team, the Los Angeles Gladiators, which

7 competed in the "Overwatch" league, owned and operated by Activision-Blizzard. Under Moore's

8 direction, the management team of Phoenix 1 immediately began to develop a business plan and build a

9 team for KSE. Pursuant to the terms of the 2017 Agreement, Moore and his team assumed the

10 management responsibilities for the Gladiators - as KSE had no employees dedicated to Esports and no

11 business plan for the Gladiators. The General Counsel of KSE notified the executives of KSE and the

12 management of the Overwatch league that Moore was going to be running the team for KSE Esports,

13 along with Moore's Phoenixl employees.

14 D. Phoenixl Is Not Granted A League of Legends Franchise, Nevertheless KSE Insists That

15 Moore Continue To Fulfill The Terms Of 2017 Agreement And Moore And Defendants

16 Enter Into A Joint Venture

17 36. On October 11, 2017, Riot Games notified Moore that it was not granting Phoenix 1 a

18 "League of Legends" franchise. KSE had put in minimal effort to assist in securing the partnership. For

19 instance, rather than create a presentation showcasing the resources KSE would bring to the league (as

20 would have been the industry standard), KSE's efforts to persuade Riot Games that it would add value to

21 the league were limited to a single brief phone call between Josh Kroenke and Chris Greely of Riot

22 Games. Moore immediately informed KSE of Riot Games' decision to not grant Phoenixl a permanent

23 "League of Legends" franchise.

24 37. KSE, nevertheless, insisted that Moore continue working, and assured him that he would

25 be compensated upon agreed-upon terms. KSE stated that it had no employees in place, and that it was

26 relying on Moore and his highly-skilled team to continue operations. For two years, Moore and his team

27 worked without pay, based upon Defendants' promises. Josh Kroenke strung Moore along with

28 promises that they would that they would sit down and formalize the agreement. For example, on

13
COMPLAINT
 October 20, 2017, 10 days after Riot Games informed Moore and KSE that they would not be granted a

2 League of Legends franchise, KSE's General Counsel, Stephen Steineker, emailed outside counsel

3 confirming that Moore had authority to sign on behalf of KSE Esports, LLC:

4
Hello, Noriko:
5

6 It's good to meet you by email.

7 Having only recently formed KSE Esports, LLC, we have not set up a formal
management structure, so I suggested Josh since he's the managing member. It occurs to
8 me that we might want to try to avoid having Josh be the signatory, given that his
schedule can be tricky and he can be difficult to reach at times.
9

10 Depending on whether this will work with USCIS is, we might want to use Rob instead
to streamline the process. In a previous email, Josh gave his consent for Rob to be an
11 authorized signer when we needed to execute player contracts, and I believe that
authority would exist for this purpose as well. We could also formalize Rob's authority if
12 we think an informal email is insufficient.
13
Happy to go either way; please let me know your thoughts.
14
Thanks.
15 Stephen

16
38. In an October 17, 2017 email, Moore explained to KSE executives that if they expected
17
him and his team to deliver services comparable to their obligations under the October 2017 Agreement,
18
then KSE should deliver on its promises under the Agreement:
19
Our entire organization is doing currently everything for your team[.)
20
Our head of business development built a business plan[.)
21 Our team president identified the players and coaches and negotiated their contracts[.)
Our president located housing , hired a team manager and furnished the interior to allow
22 for player move in[.)
Our head of marketing helped sift through the name and logo ideas to allow for a quick
23 decision inside the very short time left until the deadline[.)
Our marketing team has secured the team's social media and are beginning content
24
creation[.]
25 Our content creation team filmed a promotional announcement video in LA with the
players to use to support the launch of the team name ....
26
27

28
14
COMPLAINT
 On October 17, 2017, Moore sent multiple proposals to executives of KSE suggesting potential ways to
2 structure an agreement going forward. As Moore explained to a senior V.P. at Kroenke Sports &
3 Entertainment:

4
Here are 2 options for what we could do together going forward:
5
Option 1
6 - We continue to operate your Overwatch team for no compensation
- We contribute our staff and player contracts
7 - We use our buyout to acquire a European league of legends team
- You fund the next $5.5 million for 51%
8 -After 5.5 we fund pro rata
9 - I will serve as CEO through June 302019
-if there is no franchising in Europe by the end of 2019, unless both parties agree to
10 continue, we liquidate the company and split any proceeds 51/49

11 Option 2
-We enter into a services agreement with KSE to manage your Overwatch team for the
12
first year for $750k
13 - I will oversee our organization throughout that year.

14 39. KSE did not accept the one year fee structure or pay any fees, but instead continuously

15 promised a deal would be worked out. Moore reasonably believed that KSE wanted to proceed along

16 terms similar to those outlined in Option 1 (or similar to the 2017 Agreement) since KSE continued to

17 rely upon Moore, along with his Phoenixl employees, to perform as if the 2017 Agreement were in

18 effect. Moore and his team proceeded to run point on every element of implementing the business plan.

19 Josh Kroenke was very involved in the creation of the team name and logo and the initial related press.

20 Moore asked if Josh wanted to be consulted on specific hires and selection of players, but Josh deferred

21 to Moore's judgment. Moore's employees interviewed potential coaches and scouted potential players.

22 Moore personally interviewed and recruited the team's coach. Moore oversaw the selection and

23 recruitment of every player and coach, and negotiation of every deal. Moore, with the approval of Josh

24 Kroenke and KSE's general counsel, executed every agreement. These contracts were then forwarded to

25 KSE for payment. All other operating expenses were funded by Phoenix 1 to be reimbursed by KSE

26 between 1-4 months later. That practice continued without objection through July 2019.1

27
28 1
In January 2018, P 1 was formed as the successor in interest to Phoenix 1, and P 1 assumed all of its
predecessor's rights relative to Defendants, as described above.
15
COMPLAINT
 40. At many points throughout Season One of "Overwatch," Moore attempted to engage in a

2 negotiation with various employees of KSE, but he never received a proposal or any indication that

3 would reasonably lead him to believe that KSE intended to diverge from the terms set forth in the 2017

4 Agreement, or in the proposals of October 17, 2017. In July 2018, near the end of the League's first

5 season, Moore sent a note to Josh Kroenke summarizing the accomplishments of the season and again

6 requesting that their existing deal be further memorialized Moore notified Josh that memorializing their

7 existing agreement before the start of Season 2 of "Overwatch" was imperative for Moore and his fellow

8 investors. Otherwise, they would seek a new strategic partner. Specifically, Moore stated:

9 Josh,
10
With the end of the season upon us I wanted to now regroup on how we all move forward
11 together. I think our group has done a fantastic job with less time than most
organizations, to build a staff, a team and a brand as strong as any in the league.
12
At the end of the month our group will sit down and lay out an organizational plan for
13 2019, by the end of August we will have a budget for you including projected acquisition
14 cost of available free agents and a target roster.

15 In the last year Phoenixl has launched 4 Esports teams:

16 LA Gladiators OWL
Gladiators Legion Contenders
17
Hearthstone (one of the Games Blizzard is putting Esports focus on) and
18 Fortnight (currently the most popular video game on Twitch)

19 ... [,] ...

20 From the time Tomago suggested you were interested in the Esports world I have viewed
you as a great potential partner to develop and expand in this space. Obviously our first
21
partnership hit a speed bump with the league of legends franchising process. My hope is
22 that now we have shown our ability to be a great partner for you and we can figure out a
structure that works to accomplish our mutual goals. Being a part of the spectacular
23 launch of the Overwatch league I now believe even more in the long term potential in
Esports.
24
Together through Phoenixl we can:
25
-Continue to leverage our staff to oversee the Overwatch teams
26 -invest in developing new sports to gain scale to rapidly increase sponsorship revenue
and
27 -Be a resource to support all of your other traditional sports team's efforts to connect with
a younger fan base through tournaments and other activations around Madden, FIFA and
28 NBA2K.
16
COMPLAINT
 · · · · · · · ---···-·--------------------------

Hopefully we can connect this week and start the process soon as I really owe my
2 partners a plan for Phoenix 1 .

3 Thank you,
Rob
4
41. Josh Kroenke responded with effusive praise for Moore's efforts and a commitment to
5
sit down and work something out:
6

7 Thanks very much for your note. You are more than correct in your statement about how
the group responded in such a short time frame to deliver a great team, and brand, as
8
strong as any in the League.
9
I have several conflicts tomorrow, but I am wide open on Thursday and Friday to meet
10 with you to discuss everything outlined below. Let me know what works best for you
and we can get something set up.
11
Thanks again for everything this season in OWL ... you guys didn't have to hit the ground
12
running, you had to hit the ground running at a full sprint!!
13
Best,
14 Josh

15 42. In the 4th quarter of 2018, Moore and Josh Kroenke entered into extensive negotiations

16 that lead to the formation of a verbal joint venture agreement between Plaintiffs and Defendants during

17 the first week of January 2019 at a lunch with Josh Kroenke and Moore at the Montage in Beverly Hills.

18 The result was an oral Joint Venture agreement. Josh said he needed to get final sign off from his father.

19 Shortly thereafter, Stan Kroenke, Josh Kroenke's father, indicated he was on board, when he sought

20 Moore out at the Los Angeles Rams Super Bowl party to ask Moore to consult with his developer for the

21 space being constructed in the New Hollywood Park Stadium Facility that would accommodate the Los

22 Angeles Gladiators.

23 E. Pursuant to the Joint Venture, Business Continues As Usual, But With Moore Officially
24 Acting as The CEO of KSE

25 43. From January 2019 going forward, the parties continued to work and contribute to the

26 Joint Venture, with Plaintiffs continuing to make the lion's share of the contributions. Moore acted as

27 the CEO of KSE, and Plaintiffs contributed their time, skill, labor, and resources to the management of

28 the Joint Venture's objectives: to grow KSE, the Gladiators, and the Sentinels, among other Esports

17
COMPLAINT
 organizations and, to continue to seek opportunities to acquire a franchise in "League of Legends,"

2 which had been a goal from the beginning. Shortly after the Joint Venture was formed, in February

3 2019, the General Counsel ofKSE, the head of insurance ofKSE, and a senior KSE financial person had

4 Moore complete and sign an Esports insurance questionnaire, demonstrating that Moore now served as

5 CEO of KSE. Also, the "Overwatch" league has provided summary financial information that showed

6 its overhead was $1.370 million, or 36% lower than the average Esports team. This great savings was

7 partly due to the fact that Plaintiffs personally oversaw contracts to reduce outside legal fees. Also,

8 despite Defendants' only responsibly being to generate sponsorship revenue, they have failed to generate

9 any after two whole years.

10 44. To this day, KSE employees view Moore as the person who runs Esports for the

11 Kroenkes. During the week of July 13, 2019, at an official KSE event with the most senior executives

12 of Stan Kroenke's Los Angeles Rams and Arsenal Football Club organizations, the KSE executives

13 introduced Moore as the person who runs Esports for the Kroenke Organization.

14 45. However, despite all this, Moore and his team were not paid for their efforts, and Moore

15 had to continue to pay out of pocket to fund the Joint Venture enterprise, even though the Kroenkes

16 were supposed to be funding the Joint Venture. The Joint Venture also put Moore at odds with Neary.

17 Therefore, when an opportunity to acquire Echo Fox - a franchise in "League of Legends" -

18 manifested, Moore was kept in the dark. Eventually, Neary revealed the opportunity to Moore, but only

19 to deceive Moore into believing he would be involved in the acquisition of Echo Fox.

20 46. Neary told Moore he needed to sign an NDA so Moore could assist with the valuation of

21 Echo Fox. Instead, Neary sent an NDA, in July 2019, which provided for discussions surrounding

22 potential partnerships between KSE and Pl. On July 12, Moore responded that the Joint Venture

23 already served this purpose. Moore forwarded to Neary the December 24, 2018, offer (from Josh

24 Kroenke to Moore) which led to the formation of the Joint Venture, in January 2019.

25 47. Then, on July 19, 2019, Josh sent an email to Moore, in which Josh revealed that he had

26 been secretly negotiating, on behalf of KSE, to purchase Echo Fox for several months, notwithstanding

27 the fact that this breached his obligations to Moore under the Joint Venture agreement:

28

18
COMPLAINT
 · · -· ·- ·--· ·- -· · ·- · - · ·- ·-·-------------------------------------

"[Information regarding this opportunity] was not shared with you [i.e. Moore] during our
partnership discussions, and is the reason for confirming our non-disclosures agreement. The
2 esports organization Echo Fox has been listed for sale by LionTree Capital, and they have been
actively soliciting KSE Esports as a potential buyer since early April. We have known about the
3 Echo Fox organization for quite some time ..... This franchise is obviously what PHXl attempted
to bring to our relationship initially .... "
4

5 48. Contemporaneously with the disclosure of this shocking and dishonest scheme,

6 Defendants took steps to wrongfully deny Plaintiffs their full ownership interest in the Joint Venture by

7 purporting to give Moore the opportunity to purchase a 10 percent interest of the Joint Venture

8 enterprise, which is a mere fraction of Plaintiffs' actual ownership interest in the Joint Venture

9 (Plaintiffs' true ownership interest is at least fifty-percent (50%)), in light of Moore's contribution to the

10 Joint Venture since being guaranteed at least 49% of the Joint Venture). Hence, Defendants have

11 unilaterally usurped a joint venture opportunity (i.e. to purchase a franchise in "League of Legends")

12 simultaneously wrongfully refusing to acknowledge Plaintiffs' interest in the Joint Venture.

13 49. Since their formation, the Los Angeles Gladiators have competed in 67 matches. While

14 Stan and Josh Kroenke attended the Gladiators' opening match, the only other KSE employees to attend

15 a match were at Moore's invitation as Moore attempted to educate them about Esports in the hope they

16 would engage in promotion or include the Gladiators in their sponsorship opportunities.

17 F. Defendants Renounce Plaintiffs' Interest In The Joint Venture, Reveal They Have

18 Engaged In Secret Negotiations To Purchase A "League Of Legends" Franchise, And

19 Purport To Offer Moore An "Opportunity"To Purchase A Minor Interest In The Joint

20 Venture That Is A Fraction Of Moore's Actual Interest

21 50. On or about July 2019, Moore learned from Josh Kroenke that for months, Defendants

22 were secretly negotiating to purchase the Esports organization Echo Fox, owned by LionTree Capital.

23 As Josh Kroenke admitted in an email to Moore: "[information regarding this opportunity] was not

24 shared with you [i.e. Moore] during our partnership discussions, and is the reason for confirming our

25 non-disclosures agreement. The esports organization Echo Fox has been listed for sale by LionTree

26 Capital, and they have been actively soliciting KSE Esports as a potential buyer since early April. We

27 have known about the Echo Fox organization for quite some time ..... This franchise is obviously what

28 PHXl attempted to bring to our relationship initially .... " Contemporaneously with this shocking

19
COMPLAINT
 disclosure, Defendants took steps to wrongfully deny Plaintiffs their full ownership interest in the joint

2 venture by purporting to give Moore the opportunity to purchase a share of the Joint Venture enterprise

3 which is a mere fraction of Plaintiffs' actual ownership interest in the Joint Venture. Hence, Defendants

4 have unilaterally usurped a joint venture opportunity (i.e. to purchase a franchise in "League of

5 Legends"), while simultaneously wrongfully refusing to acknowledge Plaintiffs' interest in the Joint

6 Venture.

7 FIRST CAUSE OF ACTION

8 BREACH OF JOINT VENTURE AGREEMENT

9 ((By Plaintiffs against All Defendants)

10 51. Plaintiffs reallege and incorporate herein by reference the allegations contained in

11 paragraphs 1 through 50, inclusive, with the same force and effect as though fully set forth herein.

12 52. In or about January 2019, Plaintiffs, on the one hand, and Defendants, on the other hand,

13 entered into a joint venture, whereby, they combined their property, skill, and knowledge with the intent

14 to carry out a single business undertaking, specifically, establishing successful Esports organizations,

15 including but not limited to KSE, the Los Angeles Gladiators, and Phoenixl (a/k/a the Sentinels),

16 growing these businesses, and also, acquiring a "League of Legends" franchise.

17 53. From approximately January 2019 to approximately July 2019, in furtherance of the

18 intent to carry out such business undertaking, Moore and his team at P 1 contributed capital, time, skill,

19 and labor to the joint venture, in that they handled every element of implementing the business plan of

20 the joint venture. Moore and his team oversaw the selection and recruitment of players, employees, and

21 negotiation of every deal. With the approval of Josh Kroenke and KSE's general counsel, Moore

22 executed every agreement on behalf of the joint venture. These contracts were then forwarded to KSE

23 for payment. All other operating expenses were funded by P 1 to be reimbursed by KSE between 1-4

24 months later. That practice has continued through July 2019. Among other things, Moore managed

25 KSE, managed the Gladiators, handled 100% of the work related to finding a venue for 2020 ES ports

26 matches, and negotiated with the "Overwatch" league to schedule preferred dates and commercial

27 matches at the Gladiator's venue.

28
20
COMPLAINT
 · · · · -· -· ··- · ·- ----------------------

54. Plaintiffs and Defendants each have an ownership interest in the aforementioned Esports

2 business undertaking.

3 55. Plaintiffs and Defendants both have joint control over the business.

4 56. Plaintiffs and Defendants agreed to share the profits and losses of the business.

5 57. The existence of the joint venture agreement placed the parties in a confidential

6 relationship toward each other with respect to the interest of the joint venture. Each occupied the

7 position of a trustee to the other with regard to all the joint venture transactions, whereby they agreed,

8 among other things, to equal interest in the benefit and prospective benefits arising from the joint

9 venture.

10 58. In reliance on the joint venture agreement, Plaintiffs declined alternative opportunities to

11 partner and form joint ventures in the Esports industry.

12 59. In or about July 2019, Moore learned from Josh Kroenke that, for months, Defendants

13 have been breaching the joint venture agreement by secretly negotiating to purchase the Esports

14 organization Echo Fox, owned by LionTree Capital. As Josh Kroenke brazenly admitted in an email to

15 Moore, this information "was not shared with you [i.e. Moore] during our partnership discussions, and is

16 the reason for confirming our non-disclosures agreement. The Esports organization Echo Fox has been

17 listed for sale by LionTree Capital, and they have been actively soliciting KSE Esports as a potential

18 buyer since early April. We have known about the Echo Fox organization for quite some time ..... This

19 franchise is obviously what PHXl attempted to bring to our relationship initially .... "

20 60. Contemporaneously with this shocking disclosure, Defendants took steps to wrongfully

21 deny Plaintiffs their full ownership interest in the joint venture by purporting to give Moore the

22 opportunity to purchase a share of the Joint Venture enterprise which is a mere fraction of Moore's

23 actual ownership interest in the joint venture. Hence, Defendants have unilaterally usurped a joint

24 venture opportunity (i.e. to purchase a franchise in the League of Legends) simultaneously wrongfully

25 refusing to acknowledge Plaintiffs' interest in the joint venture.

26 61. As a direct and proximate result of Defendants' breach of joint venture agreement,

27 Plaintiffs have suffered damages in an amount subject to proof at trial.

28
21
COMPLAINT
 SECOND CAUSE OF ACTION

2 FOR BREACH OF FIDUCIARY DUTY

3 (By Plaintiffs against All Defendants)

4 62. Plaintiffs reallege and incorporate herein by reference the allegations contained in

5 paragraphs 1 through 61, inclusive, with the same force and effect as though fully set forth herein.

6 63. As members of the Joint Venture, Defendants owed fiduciary duties and duties ofloyalty

7 to Plaintiffs and to the Joint Venture business. These duties include the obligation to disclose

8 opportunities related to the joint venture and not engage in self-dealing.

9 64. Defendants breached their fiduciary duties by intentionally and secretly negotiating the

10 purchase of a League of Legends franchise and seeking to exclude Plaintiffs from the Joint Venture after

11 the acquisition of such franchise.

12 65. As a direct and proximate result of Defendants' breach of joint venture agreement,

13 Plaintiffs have suffered damages in an amount subject to proof at trial.

14 66. In doing these acts, Defendants' conduct was willful, malicious and intentional and done

15 for the purpose of depriving Plaintiffs of property or legal rights or otherwise causing injury, and,

16 therefore, was despicable conduct that subjected Plaintiffs to a cruel and unjust hardship in conscious

17 disregard of Plaintiffs' rights, so as to justify an award of exemplary and punitive damages in an amount

18 to be established at trial. Moreover, Plaintiffs are informed and believe that KSE' s officers, directors,

19 and/or managers expressly authorized or ratified the foregoing acts.

20 THIRD CAUSE OF ACTION

21 FOR FRAUD

22 (By Moore against KSE)

23 67. Plaintiffs reallege and incorporates herein by reference the allegations contained in

24 paragraphs 1 through 66, inclusive, with the same force and effect as though fully set forth herein.

25 68. At the time Josh Kroenke, on behalf of defendant KSE as its manager, made the

26 misrepresentations herein alleged, he knew the representations were false.

27

28
22
COMPLAINT
 69. Plaintiffs are informed and believe and thereon allege that Josh Kroenke, on behalf of

2 defendant KSE as its manager, made these material misrepresentations of fact with the intent to induce

3 Moore to continue providing the aforementioned services to Defendants.

4 70. Moore did justifiably and reasonably rely on these material misrepresentations of fact

5 when he continued to provide services for Defendants, and forego alternative business opportunities. If

6 not for the material misrepresentations of fact, Moore would not have continued to provide valuable

7 services to Defendants.

8 71. As a direct and proximate result of the aforementioned negligent misrepresentations of

9 fact by Defendants, Moore has been damaged in an amount in excess of the jurisdictional minimum of

10 this Court.

11 72. In doing these acts, Defendants' conduct was willful, malicious and intentional and done

12 for the purpose of depriving Plaintiffs of property or legal rights or otherwise causing injury, and,

13 therefore, was despicable conduct that subjected Plaintiffs to a cruel and unjust hardship in conscious

14 disregard of Plaintiffs' rights, so as to justify an award of exemplary and punitive damages in an amount

15 to be established at trial. Moreover, Plaintiffs are informed and believe that KSE's officers, directors,

16 and/or managers expressly authorized or ratified the foregoing acts.

17 FOURTH CAUSE OF ACTION

18 FOR BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING

19 (By Plaintiffs Against All Defendants)

20 73. Plaintiffs reallege and incorporate herein by reference the allegations contained in

21 paragraphs 1 through 72, inclusive, with the same force and effect as though fully set forth herein.

22 74. There is a covenant of good faith and fair dealing implied in every contract. This implied

23 covenant requires each contracting party to refrain from doing anything to injure the right of the other to

24 receive the benefits of the agreement.

25 75. Defendants, and each of them, breached the implied covenant of good faith and fair

26 dealing in the Joint Venture agreement and in connection with Defendants' agreement to pay for

27 services rendered by Moore and Pl and by failing to pay Plaintiffs and by seeking to exclude them from

28 the opportunity to acquire a "League of Legends" franchise.

23
COMPLAINT
 76. As a result of Defendants' breach of the implied covenant of good faith and fair dealing,

2 Plaintiffs have suffered and will continue to suffer general and consequential damages in an amount to

3 be proved at trial.

4 FIFTH CAUSE OF ACTION

5 PROMISSORY ESTOPPEL

6 (By Plaintiffs against Defendants)

7 77. Plaintiffs re-allege herein by this reference each and every allegation contained in

8 paragraphs 1 through 76, inclusive, of this Complaint as if set forth fully herein.

9 78. Since 2017, Moore and his team have run point on every element of implementing the

10 business plan between Plaintiffs and Defendants to establish and grow Esports organizations. Plaintiffs

11 oversaw the interviews of potential coaches and scouting of potential players. Moore personally

12 interviewed and recruited the Los Angeles Gladiators' coach. Plaintiffs have done all of this without

13 pay based on Defendants' representations that they would treat Plaintiffs fairly, that they would include

14 them in Esports opportunities, including opportunities to acquire a "League of Legends" franchise.

15 79. Defendants' promises during this timeframe were clear and unambiguous. Defendants

16 assured Plaintiffs that he would be paid. They assured Plaintiffs that they would make time to sit down,

17 listen to Plaintiffs' proposals, and memorialize their agreement with him. They also misled Plaintiffs

18 into believing there were no opportunities to acquire a League of Legends franchise, when in fact,

19 Defendants were negotiating for such a franchise.

20 80. Plaintiffs have performed all conditions of the agreements on their part to be performed,

21 except to the extent Plaintiffs are excused from performance due to the conduct of Defendants.

22 81. Defendants have breached the agreements to work out a fair deal with Plaintiffs to

23 resolve their concerns regarding his years of work for Defendants without pay and have breached their

24 agreements to be fair with Plaintiffs.

25 82. As alleged above, Plaintiffs relied on Defendants' promise by continuing to work without

26 pay and passing on other opportunities to partner in the Esports industry.

27 83. Plaintiffs' reliance was reasonable and foreseeable.

28
24
COMPLAINT
 1 SIXTH CAUSE OF ACTION

2 NEGLIGENT MISREPRESENTATION

3 (BY PLAINTIFFS AGAINST ALL DEFENDANTS)

4 84. Plaintiffs hereby reallege and incorporates by reference each and every allegation set
5 forth in Paragraphs 1 through 83 as if set forth in full herein.
6 85. At the time Josh Kroenke, on behalf of defendant KSE as its manager, made the
7 misrepresentations herein alleged, he had no reasonable grounds for believing the representations to be
8 true.
9 86. Plaintiffs are informed and believe and thereon allege that Josh Kroenke made these
10 material misrepresentations of fact with the intent to induce Plaintiffs to continue providing the
11 aforementioned services to Defendants.
12 87. Plaintiffs did justifiably and reasonably rely on these material misrepresentations of fact
13 when they continued to provide services for Defendants, and forego alternative business opportunities.
14 If not for the material misrepresentations of fact, Plaintiffs would not have continued to provide valuable
15 services to Defendants.
16 88. As a direct and proximate result of the aforementioned negligent misrepresentations of
17 fact by Defendants, Plaintiffs have been damaged in an amount in excess of the jurisdictional minimum
18 of this Court.
19 SEVENTH CAUSE OF ACTION

20
QUANTUM MERUIT
21
(By Plaintiffs Against Defendants)
22
89. Plaintiffs reallege herein by this reference each and every allegation contained in
23
paragraphs 1 through 88, inclusive, of this Complaint as if set forth fully herein.
24
90. From October 2017 to July 2019, Plaintiffs rendered work, labor, and services in, among
25
other things, managing every element of implementing the business plan for the parties' Esports
26
business venture.
27

28

25
COMPLAINT
 1 91. At all times mentioned herein, Plaintiffs reasonably expected to be compensated for the

2 above-described work, labor, and services to Defendants because the work, labor, and services

3 performed are the type ordinarily performed for compensation, and Defendants on several occasions

4 promised to make such compensation.

5 92. At all times herein mentioned, the reasonable value of the work, labor, and services

6 rendered by Plaintiffs was substantially less than Defendants would have earned in employment if

7 Plaintiffs had not performed services for the benefit of Defendants.

8 93. At all times herein mentioned, the reasonable value of the work, labor, and services

9 rendered by Plaintiffs exceeded the value of support Defendants received from Plaintiffs from October

10 2017 to July 2019. Further, the sizeable monetary compensation Plaintiffs forwent to devote their time

11 to the benefit of Defendants exceeded the value of services Moore received from Defendants.

12 94. Defendants have not paid for Plaintiffs' services and there is now due and unpaid from

13 Defendants to Plaintiffs a sum according to proof at trial.

14

15 EIGHTH CAUSE OF ACTION

16
DECLARATORY RELIEF
17
(By Plaintiffs Against Defendants)
18
95. Plaintiffs re-allege herein by this reference each and every allegation contained in
19
paragraphs 1 through 94, inclusive, of this Complaint as if set forth fully herein.
20
96. An actual dispute and controversy has arisen between Plaintiffs, on the one hand, and
21
Defendants, on the other hand, concerning their respective rights and duties with respect to all KSE
22
Esports teams.
23
97. Plaintiffs contend that they are entitled to a 51 % equity interest in all existing KSE
24
Esports teams, including without limitation the Los Angeles Gladiators.
25
98. On information and belief, Defendants dispute that Plaintiffs are entitled to the foregoing.
26
99. Accordingly, Plaintiffs seek a declaration of their rights and duties and Defendants' rights
27
and duties with respect to the foregoing dispute and controversy and specifically seek a declaration that
28
26
COMPLAINT
 Plaintiffs are entitled to a 51 % equity interest in all existing KSE Esports teams, including without

2 limitation the Los Angeles Gladiators.

3 100. A judicial declaration is necessary and appropriate at this time, and under the

4 circumstances, because, if Plaintiffs are correct, Defendants, and each of them, are required to provide

5 Plaintiffs with the foregoing. For these reasons, it is appropriate for this Court to declare the rights and

6 obligations of the parties with respect to the issues described above.

7 PRAYER FOR RELIEF

8 Wherefore, Plaintiffs pray for judgment against Defendants, and each of them, as follows

9 1. For compensatory damages according to proof;

10 2. For punitive and exemplary damages;

11 3. For pre-judgment interest at the maximum rate permitted by law;

12 4. For a declaration of Plaintiffs' rights and duties and Defendants' respective rights and

13 duties with respect to all KSE Esports teams, and Plaintiffs specifically seek a declaration

14 that they are entitled to a 51 % equity interest in all existing KSE Esports teams, including

15 without limitation the Los Angeles Gladiators.

16 5. For costs incurred; and

17 6. For any other and further relief as the court may deem proper.

18

19
Dated: August 1, 2019 FREEDMAN + T AITELMAN, LLP
20

21

22
By:
23 B n J. Freedman
ean M. Hardy
24 Chad M. Mandell
Attorneys for Plaintiffs Rob Moore and PI
25 Esports, LLC
26
27
28
27
COMPLAINT