Electronically FILED by Superior Court of California, County of Los Angeles on 03/20/2020 04:06 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by D. Williams,Deputy Clerk

20STCV11499
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Michael Stern

1 MARTIN D. SINGER (BAR NO. 78166)

mdsinger@lavelysinger.com
2 ALLISON S. HART (BAR NO. 190409)
ahart@lavelysinger.com
3 LAVELY & SINGER
PROFESSIONAL CORPORATION
4 2049 Century Park East, Suite 2400
Los Angeles, California 90067-2906
5 Telephone: (310) 556-3501
Facsimile: (310) 556-3615
6
Attorneys for Plaintiff
7 OPTIMAD MEDIA, LLC

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES

10 OPTIMAD MEDIA, LLC, a Delaware limited CASE NO.

liability company,
11 COMPLAINT FOR:
Plaintiff,
12 (1) FRAUD
v. (2) BREACH OF CONTRACT
13 (3) ACCOUNTING
EUGENE TAYLOR, an individual; and Does 1
14 through 10, inclusive,
[DEMAND FOR JURY TRIAL]
15 Defendants.

16

17

18 Plaintiff Optimad Media, LLC hereby alleges as follows:

19 INTRODUCTION

20 1. If you want to do business with a fraudster who will take your money and run

21 without any accountability whatsoever, Defendant Eugene “Geno” Taylor (“Taylor”) is your man.

22 2. Plaintiff Optimad Media, LLC (“Optimad”) is a cutting-edge digital media services

23 company. In early 2018, Taylor informed Optimad that he wanted to engage its services to place

24 advertising on behalf of his motion picture distribution company, GVN Releasing, LLC (“GVN”).

25 However, instead of paying all or a substantial portion of the fees for Optimad’s services up front,

26 as is customarily done by Optimad’s clients, Taylor proposed that Optimad invest in the prints and

27 advertising (“P&A”) budgets for certain motion pictures distributed by GVN, in the form of

28 arranging for the digital media advertising for those motion pictures and paying for the digital
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 1 media spots directly out of Optimad’s pocket, and that Optimad would be paid back on the monies

2 it invested in the motion pictures out of the initial monies received from the exploitation of each

3 motion picture, and it would also receive a twenty percent (20%) return on the amount invested by

4 Optimad.

5 3. Taylor further represented that he would ensure that all monies received from the

6 exploitation of the motion pictures owed to Optimad would be paid since he would have an

7 independent third party collection agent establish a collection account that would receive all the

8 monies obtained from the exploitation of each motion picture and would pay the monies owed to

9 Optimad (“Collection Account”).

10 4. In reliance on the foregoing representations by Taylor, Optimad paid Taylor’s

11 company, GVN, One Million Eight Hundred Twenty-Five Thousand Dollars ($1,825,000), which

12 was to be used by Taylor’s company to partially finance the P&A budgets of four (4) motion

13 pictures. However, Taylor, individually and on behalf of GVN, failed to establish any Collection

14 Accounts for any of the four (4) motion pictures. The monies were paid to Taylor and/or his

15 company directly, instead of being paid to an independent Collection Account. Compounding

16 Taylor’s fraud, Taylor failed and refused to provide Optimad with any accounting or

17 documentation reflecting that monies paid by Optimad were in fact used to fund the P&A budgets

18 for the motion pictures; and failed and refused to provide any documentation or accounting

19 reflecting the monies received in connection with the distribution of the motion pictures. Based on

20 box office reports and representations made by Taylor concerning other receipts his company has
21 collected, Optimad should have recouped all or a substantial portion of its P&A investments.

22 Taylor, individually and on behalf of GVN, has failed and refused to pay Optimad the monies it is

23 owed. Optimad is informed and believes and based thereon alleges that Taylor has also diverted

24 monies owed to Optimad to pay for other motion pictures.

25 5. Optimad is informed and believes and based thereon alleges that GVN is a shell

26 and a sham, without sufficient assets to pay its debts, and that GVN is the alter ego of Taylor.
27 Optimad brings this action against Taylor personally, for his own wrongful and tortious conduct

28 and as the alter ego of GVN.

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 1 THE PARTIES

2 6. Optimad Media, LLC (“Plaintiff or “Optimad”) is, and at all relevant times has

3 been, a limited liability company organized and existing under the laws of the State of Delaware,

4 authorized to conduct business in the State of California, with its principal place of business in the

5 County of Orange, State of California.

6 7. Plaintiff is informed and believes and based thereon alleges that Defendant Eugene

7 Taylor (“Taylor”) is, and at all relevant times has been, an individual doing business in the County

8 of Los Angeles, State of California. Plaintiff is further informed and believes and based thereon

9 alleges that Taylor is the founder, principal, managing member, sole officer and Chief Executive

10 Officer of Defendant GVN Releasing, LLC (“GVN”).

11 8. Plaintiff is informed and believes and based thereon alleges that Taylor is, and at

12 all times material hereto was, the principal shareholder, member, manager, officer, director

13 and/or owner of GVN, and that Taylor at all times relevant hereto directly owned, controlled,

14 dominated, used, managed and operated GVN. Plaintiff is further informed and believes and

15 based thereon alleges that GVN is, and at all times relevant hereto has been, a mere shell and

16 sham without sufficient capital assets to meet its debts, obligations and liabilities. Plaintiff is

17 further informed and believes and based thereon alleges that at all times material hereto, GVN

18 failed to follow corporate formalities and maintain a corporate identity separate and distinct from

19 Taylor, and GVN has been a business conduit and alter ego of Taylor. Adherence to the fiction

20 of the separate legal existence of GVN, on the one hand, and Taylor, on the other hand, as
21 entities distinct from one another would permit abuse of the corporate privilege, would promote

22 injustice, and would sanction a fraud upon Plaintiff.

23 9. The true names and capacities of the Defendants sued herein as Does 1 through 10,

24 inclusive, are currently unknown to Plaintiff, who therefore sues such Defendants by fictitious

25 names. Plaintiff will amend this Complaint to allege the true identities of such Doe Defendants

26 when their identities are discovered. Plaintiff is informed and believes, and thereon alleges, that
27 each such fictitiously named Doe Defendant is responsible in some manner for the events alleged

28 in this Complaint and that Plaintiff’s damages as alleged herein were proximately caused by the
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 1 conduct of such Doe Defendants, and each of them, and that Defendants in committing the acts

2 and omissions alleged herein acted as agents and servants of one another, acted within the scope of

3 their authority as agents and servants of each other, and/or approved and ratified the acts and/or

4 omissions of each other.

6 ALLEGATIONS COMMON TO ALL CAUSES OF ACTION

7 10. Optimad is a digital media company that provides strategic digital advertising,

8 planning and digital media purchasing services to clients in a variety of industries.

9 11. In early 2018, Optimad’s Chief Executive Officer, Kevin Weisberg (hereinafter

10 “Weisberg”), met Taylor, who introduced himself as the owner of GVN, a motion picture

11 distribution company. After meeting, Taylor and Weisberg began having discussions about GVN

12 engaging Optimad’s services to place advertising in digital media as part of the P&A campaign for

13 the theatrical releases of certain motion pictures distributed by GVN.

14 12. Although Optimad typically requires payment of all or a substantial portion of

15 Optimad’s fees for its services immediately upon being engaged by a client, in approximately

16 March 2018, Taylor, individually and on behalf of GVN, proposed to Weisberg that, if Optimad

17 would agree to be paid for its digital media placement services in first position out of the monies

18 received from the distribution of the motion pictures, then GVN would pay Optimad a twenty

19 percent (20%) return on its P&A investment.

20 13. Taylor represented to Weisberg that for each motion picture for which GVN
21 engaged Optimad to place advertising in digital media, Optimad would immediately be paid the

22 monies owed for its digital media placement services in the first position out of the theatrical

23 receipts received by GVN. After recouping its P&A investment, Taylor represented that Optimad

24 would be paid a twenty percent (20%) return on its P&A investment, pari passu with all other

25 P&A investors. Taylor further represented that for each motion picture, a separate Collection

26 Account would be created and administered by an independent collection agent who would collect
27 all of the receipts payable in connection with the distribution of the motion pictures, and would

28 disburse the monies in accordance with the parties’ agreement that Optimad immediately recoup
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 1 its investment in first position and that Optimad be paid a twenty percent (20%) return on its P&A

2 investment pari passu with any other P&A investors.

3 14. Taylor proposed that Optimad invest in the P&A budgets of four (4) motion

4 pictures, specifically Armed, Beautifully Broken, Shine and London Fields (collectively the

5 “Pictures”), pursuant to the terms described by Taylor in Paragraph 13 above. In reliance on the

6 representations Taylor set forth in Paragraph 13, Optimad entered into four (4) separate written

7 agreements with GVN pursuant to which Optimad agreed to invest in the P&A budgets for each of

8 the Pictures, in exchange for the right to recoup its investment in a first position out of theatrical

9 receipts derived from the distribution of the Pictures, plus a receive a twenty percent (20%) return

10 on its investment, payable in first position and pari passu with any other P&A investors.

11 15. With respect to the motion picture entitled Armed, Optimad entered into a written

12 agreement with GVN dated as of July 24, 2018 (“Armed P&A Agreement”), the material terms of

13 which are as follows:

14 (a) GVN to theatrically release Armed on a minimum of ten (10) screens;

15 (b) Optimad to provide funds totaling One Hundred Twenty-Five Thousand

16 Dollars ($125,000) to fund the media portion of the P&A budget for

17 Armed, including without limitation by Optimad going out of pocket to

18 purchase the digital media placement on behalf of GVN;

19 (c) Optimad to recoup its One Hundred Twenty-Five Thousand Dollar

20 ($125,000) investment plus a twenty percent (20%) return on its investment

21 (i.e., $25,000) in first position and pari passu with all other P&A investors

22 out of all receipts derived from GVN’s distribution of Armed;

23 (d) A Collection Account independently administered by a third party to be

24 created to collect all receipts derived from the distribution of Armed and to

25 be disbursed pursuant to the terms of the Armed P&A Agreement; and

26 (e) In the event of a dispute arising under the Armed P&A Agreement, the
27 prevailing party shall be entitled to an award of its attorney’s fees and

28 costs.
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 1 16. With respect to the motion picture Beautifully Broken, although Optimad had

2 originally intended to invest only Five Hundred Fifty Thousand Dollars ($550,000) in the P&A

3 budget for this film, at the last minute, Taylor requested that Optimad invest an additional Five

4 Hundred Thousand Dollars ($500,000) in the P&A Budget, making Optimad’s total P&A

5 investment One Million Fifty Thousand Dollars ($1,050,000). Taylor represented that, if

6 Beautifully Broken was released theatrically on a minimum of six hundred (600) screens, Netflix

7 would acquire the right to exhibit the film via subscription video on demand (“SVOD”) in

8 exchange for a fee equal to a percentage, which Optimad is informed and believes is

9 approximately sixty percent (60%), of the box office receipts. Taylor further represented to

10 Optimad that it would be able to recoup its total P&A investment and be paid a twenty percent

11 (20%) return on its investment in first position out of the receipts received both in connection with

12 the theatrical release of the film and the monies to be paid by Netflix. Taylor claimed that GVN

13 lacked the funds required to pay the Virtual Print Fees (“VPF’s”) necessary to release Beautifully

14 Broken theatrically on a minimum of six hundred (600) screens, and he represented that GVN

15 needed an additional Five Hundred Thousand Dollars ($500,000) to pay for the VPFs. Taylor

16 further represented to Optimad that it risked losing its entire investment in the P&A for Beautifully

17 Broken unless it agreed to invest an additional Five Hundred Thousand Dollars ($500,000) for the

18 VPF’s required to get the film into six hundred (600) theaters.

19 17. As a further inducement to Optimad to invest an additional Five Hundred

20 Thousand Dollars ($500,000) to pay for the VPF’s for Beautifully Broken, in multiple telephone
21 calls between Taylor, Weisberg and GVN’s in-house attorney, Hillary Jones, Taylor represented

22 that one hundred percent (100%) of the monies received from Netflix would be paid to Optimad

23 until it had fully recouped its investment in Beautifully Broken.

24 18. In reliance on the representations by Taylor set forth in Paragraphs 13, 16 and 17,

25 Optimad agreed to invest the total sum of One Million Fifty Thousand Dollars ($1,050,000) in the

26 P&A budget for Beautifully Broken, with Five Hundred Fifty Thousand ($550,000) being used for
27 digital media advertising paid for directly by Optimad, and an additional Five Hundred Thousand

28 Dollars ($500,000) paid by Optimad directly to GVN, which Taylor represented would be used to
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 1 pay for the VPF’s necessary for Beautifully Broken to be released theatrically on six hundred (600)

2 screens. Optimad and GVN entered into a written agreement dated as of August 22, 2018 (the

3 “Beautifully Broken P&A Agreement”), the material terms of which are as follows:

4 (a) GVN to theatrically release Beautifully Broken on a minimum of six

5 hundred (600) screens;

6 (b) Optimad to provide funds totaling Five Hundred Fifty Thousand Dollars

7 ($550,000) to fund the media portion of the P&A budget for Beautifully

8 Broken, including without limitation by Optimad going out of pocket to

9 purchase the digital media placement on behalf of GVN;

10 (c) Optimad to provide an additional Five Hundred Thousand Dollars

11 ($500,000) directly to GVN for VPF’s;

12 (d) Optimad to recoup Five Hundred Fifty Thousand Dollars ($550,000) in

13 first position out of theatrical receipts, and to recoup the remaining Five

14 Hundred Thousand Dollars ($500,000) plus a twenty percent (20%) return

15 on the entire investment (i.e., $210,000) in first position and pari passu

16 with GVN’s Two Hundred Thirty-Five Thousand ($235,000) investment

17 out of all receipts derived from GVN’s distribution of Beautifully Broken;

18 (e) A Collection Account independently administered by a third party to be

19 created to collect all gross receipts derived from GVN’s distribution of

20 Beautifully Broken and to be disbursed pursuant to the terms of the

21 Beautifully Broken P&A Agreement; and

22 (f) In the event of a dispute arising under the Beautifully Broken P&A

23 Agreement, the prevailing party shall be entitled to an award of its

24 attorney’s fees and costs.

25 19. With respect to the motion picture entitled Shine, although Optimad initially

26 contemplated investing Four Hundred Thousand Dollars ($400,000) in the P&A budget, in the
27 form of placing advertising in digital media for the film, Taylor claimed that GVN lacked

28 sufficient funds to pay for other elements of the P&A budget, including television advertising and
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 1 VPF’s. Taylor represented that GVN needed an additional One Hundred Fifty Thousand Dollars

2 ($150,000) to pay for television advertising and an additional Fifty Thousand Dollars ($50,000) to

3 achieve a theatrical release of the film on the minimum number of screens required before Netflix

4 would be obligated to acquire the film under a separate deal. Taylor represented that Optimad

5 would recoup Two Hundred Thousand Dollars ($200,000) of its investment in first position from

6 the theatrical receipts, with the balance recouped in first position and pari passu with other P&A

7 investors along with a twenty percent (20%) return on Optimad’s entire investment.

8 20. As a further inducement to Optimad to invest an additional Two Hundred

9 Thousand Dollars ($200,000) to pay for the television advertising and VPF’s for Shine, in multiple

10 telephone calls between Taylor, Weisberg and GVN’s in-house attorney, Hillary Jones, Taylor

11 represented that one hundred percent (100%) of the monies received from Netflix would be paid to

12 Optimad until it had fully recouped its investment in Shine.

13 21. In reliance on the representations made by Taylor set for in Paragraphs 13, 19 and

14 20, Optimad agreed to invest the total sum of Six Hundred Thousand Dollars ($600,000) in the

15 P&A budget for Shine, and entered into a written agreement with GVN dated as of July 20, 2018

16 (“Shine P&A Agreement”), the material terms of which are as follows:

17 (a) GVN to theatrically release Shine on a minimum of three hundred (300)

18 and maximum of six hundred ten (610) screens;

19 (b) Optimad to provide funds totaling Four Hundred Thousand Dollars

20 ($400,000) to fund the media portion of the P&A budget for Shine,
21 including without limitation by Optimad going out of pocket to purchase

22 the digital media placement on behalf of GVN;

23 (c) Optimad to pay GVN an additional One Hundred Fifty Thousand Dollars

24 ($150,000) to be used to pay for television advertising and an additional

25 Fifty Thousand Dollars ($50,000) to be used for VPF’s;

26 (d) Optimad to recoup Two Hundred Thousand Dollars ($200,000) of its

27 investment in first position from theatrical receipts, with the balance of its

28 investment recouped in first position and pari passu with other P&A
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 1 investments, along with a twenty percent (20%) return on Optimad’s entire

2 investment (i.e., $120,000) in first position and pari passu with all other

3 P&A investors out of all receipts derived from the distribution of Shine;

4 (e) A Collection Account independently administered by a third party to be

5 created to collect all monies derived from the distribution of Shine and to

6 be disbursed pursuant to the terms of the Shine P&A Agreement; and

7 (f) In the event of a dispute arising under the Shine P&A Agreement, the

8 prevailing party shall be entitled to an award of its attorney’s fees and costs.

9 22. With respect to the motion picture entitled London Fields, in reliance on the

10 representations by Taylor set forth in Paragraph 13, Optimad entered into a written agreement with

11 GVN dated as of September 21, 2018 (“London Fields P&A Agreement”), the material terms of

12 which are as follows:

13 (a) GVN to theatrically release London Fields on a minimum of three hundred

14 (300) and a maximum of six hundred ten (610) screens;

15 (b) Optimad to provide funds totaling Fifty Thousand Dollars ($50,000) to

16 fund the digital media portion of the P&A budget for London Fields,

17 including without limitation by Optimad going out of pocket to purchase

18 the digital media placement on behalf of GVN;

19 (c) Optimad to recoup its Fifty Thousand Dollars ($50,000) plus a twenty

20 percent (20%) return on its investment (i.e., $10,000) in first position and
21 pari passu with all other P&A investors out of all receipts derived from the

22 distribution of London Fields;

23 (d) A Collection Account independently administered by a third party to be

24 created to collect all gross receipts derived from GVN’s distribution of

25 London Fields and to be disbursed pursuant to the terms of the London

26 Fields P&A Agreement; and

27

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 1 (e) In the event of a dispute arising under the London Fields P&A Agreement,

2 the prevailing party shall be entitled to an award of its attorney’s fees and

3 costs.

4 23. After entering into the London Fields P&A Agreement, Taylor informed Optimad

5 that GVN wanted to have additional digital media advertising placed in support of London Fields.

6 Accordingly, Optimad and GVN entered into a written Optimad Media Insertion Order

7 Agreement, which contains the following material terms:

8 (a) For the period of October 1, 2018 through October 28, 2018, Optimad

9 would deliver digital media placement services in the form of a minimum

10 of One Million (1,000,000) YouTube views and Fifty Thousand (50,000)

11 clicks; and

12 (b) In exchange for Optimad’s delivery of digital media advertising services,

13 GVN agreed to pay Optimad the sum of One Hundred Fifty Thousand

14 Dollars ($150,000), with Fifty Thousand Dollars ($50,000) of that amount

15 payable pursuant to the terms of the London Fields P&A Agreement and

16 One Hundred Thousand Dollars ($100,000) payable immediately upon

17 execution of the Optimad Media Insertion Order Agreement.

18 24. Each of the Pictures was released between late August and late October 2018.

19 After the motion picture Beautifully Broken, which was released on August 24, 2018, grossed

20 approximately Five Hundred Thousand Dollars ($500,000) in its opening weekend at the box
21 office, on behalf of Optimad, Weisberg asked Taylor about the status of the establishment of the

22 Collection Accounts for each of the Pictures. Individually and on behalf of GVN, Taylor

23 repeatedly represented and assured Weisberg that the Collection Accounts had been established.

24 That was a lie.

25 25. Optimad has since discovered that Taylor and GVN failed to establish any

26 Collection Accounts for any of the Pictures. Individually and on behalf of GVN, Taylor has
27 further failed and refused to provide any reliable accounting whatsoever for the monies collected

28 in connection with the distribution of each of the Pictures.

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 1 26. By failing to establish independently administered Collection Accounts for each

2 of the Pictures and instead directly collecting all of the gross receipts derived from the

3 distribution of the Pictures for themselves, Taylor has been able to fraudulently conceal the total

4 amount of monies received for each of Pictures and to divert those funds to other motion picture

5 projects and, Optimad is informed and believes and based thereon alleges, to Taylor personally.

6 27. With respect to the motion picture entitled Beautifully Broken, Optimad provided

7 GVN with One Million Fifty Thousand Dollars ($1,050,000) in funding for P&A, comprised of

8 digital media access worth Five Hundred Fifty Thousand Dollars ($550,000), and Five Hundred

9 Thousand Dollars ($500,000) cash, which Taylor represented was necessary to pay the cost for

10 VPF’s so that the film could be released on Netflix. Although GVN paid Optimad for the digital

11 media placement, Beautifully Broken was reported to have grossed One Million Two Hundred

12 Nine Thousand Six Hundred Forty-Five Dollars (1,209,645) at the U.S. Box Office, and Taylor

13 claims that GVN has received over Six Hundred Thousand Dollars ($600,000) in SVOD receipts

14 from Netflix, to date, Optimad has only recouped approximately sixty-five percent (65%) of

15 portion of its investment, despite being in first position.

16 28. In further breach of the Beautifully Broken P&A Agreement, Taylor,

17 individually and on behalf of GVN, failed to set up an independent Collection Account to receive

18 the monies derived from GVN’s distribution of Beautifully Broken, thus preventing Optimad

19 from having any ability to track the funds received by GVN and/or Taylor in connection with the

20 exploitation of that Picture and preventing Optimad from ensuring that it recoups its investment
21 in first position and is paid a twenty percent (20%) coupon at the same time as all other P&A

22 investors.

23 29. Although the motion picture Beautifully Broken has grossed One Million Two

24 Hundred Nine Thousand Six Hundred Forty-Five Dollars ($1,209,645) domestically, Taylor has

25 represented to Optimad, without providing any supporting documentation, that GVN has only

26 collected approximately Three Hundred Forty-Nine Thousand Nine Hundred Twenty-Six Dollars
27 and Ninety-Four Cents ($349,926.94) in receipts from the domestic distribution of this Picture.

28 This figure does not add up. Plaintiff is informed and believes and based thereon alleges that
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 1 Taylor, individually and on behalf of GVN has intentionally concealed the total amount of

2 receipts collected in connection with the distribution of Beautifully Broken, and that he has

3 diverted a substantial portion of the receipts to GVN or himself personally, including without

4 limitation by diverting funds received in connection with Beautifully Broken to finance the P&A

5 budgets of other unrelated motion picture project.

6 30. Indeed, Taylor freely admitted that, without Optimad’s prior knowledge or

7 authorization, he caused gross receipts from Beautifully Broken totaling approximately Two

8 Hundred Fifty Thousand ($250,000) to be diverted to a motion picture entitled Gosnell.

9 31. As for the motion picture entitled Shine, Optimad provided P&A funding totaling

10 Six Hundred Thousand Dollars ($600,000), comprised of digital media placement worth Four

11 Hundred Thousand Dollars ($400,000), One. Hundred Fifty ($150,000) cash to purchase

12 television media and Fifty Thousand Dollars ($50,000) for VPF’s

13 32. GVN breached the Shine P&A Agreement by failing to establish an independent

14 Collection Account to collect the gross receipts derived from the domestic exploitation of the

15 Picture.

16 33. Although the motion picture Shine ultimately grossed Three Hundred Thirty

17 Three Thousand Three Hundred Eighty-Eight Dollars ($333,388) at the U.S. box office, and

18 Taylor has represented that GVN received over One Hundred Fifty Thousand Dollars ($150,000)

19 in SVOD receipts from Netflix, out of which Optimad is entitled to recoup its P&A investment

20 in first position, these monies have not been paid to Optimad.

21 34. Even more egregiously, although Taylor, individually and on behalf of GVN,

22 induced Optimad to pay Fifty Thousand Dollars ($50,000) for VPF’s, which Taylor claimed was

23 necessary in order to release Shine theatrically on a minimum of Six Hundred (600) screens so

24 that the Picture could be subsequently exploited as SVOD, Plaintiff is informed and believes and

25 based thereon alleges that Shine is not available on Netflix, Amazon Prime, iTunes or any other

26 digital platform in the U.S.

27 35. Furthermore, despite repeated requests, individually and on behalf of GVN,

28 Taylor has failed and refused to provide Optimad with any reliable accounting or other backup
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 1 documentation reflecting that GVN used the funds received from Optimad under the Shine P&A

2 Agreement to pay for P&A for this Picture. Plaintiff is informed and believes and based thereon

3 alleges that Shine’s director, Anthony Nardolilo, has also asserted claims against Defendants

4 based on their failure to pay for P&A in connection with GVN’s distribution of the motion

5 picture Shine.

6 36. Indeed, Taylor and GVN have failed to provide Optimad with any accountings at

7 all for Shine or for any of the Pictures for which Optimad provided P&A funding under the P&A

8 Agreements.

9 37. Although, pursuant to the Optimad Media Insertion Order Agreement for the

10 motion picture London Fields, GVN was required to pay Optimad One Hundred Thousand

11 Dollars ($100,000) immediately on execution of the agreement, GVN has failed and refused to

12 pay this amount to Optimad.

13 38. GVN has further breached the London Fields P&A Agreement by failing to

14 repay Optimad the Fifty Thousand ($50,000) it invested in P&A in accordance with the terms of

15 the London Fields P&A Agreement. To date, Optimad has only been paid Six Thousand Seven

16 Hundred Ninety-Two Dollars and Sixty-One Cents ($6,792.61) in connection with GVN’s

17 distribution of London Fields, despite the fact that it grossed Two Hundred Fifty-Two Thousand

18 Six Hundred Seventy-Six Dollars ($252,676) domestically, of which Taylor claims, without

19 providing any accounting or other supporting documentation, that GVN only collected Thirteen

20 Thousand Two Hundred Fifty-Three Dollars and Sixty-Five Cents ($13,253.65). Although
21 Taylor further claims that GVN has received Four Hundred Thousand Dollars ($400,000) in

22 SVOD receipts, no portion of that amount has been paid to Optimad.

23 39. Pursuant to the Armed P&A Agreement dated, Optimad provided GVN with

24 digital media valued at One Hundred Twenty-Five Thousand Dollars ($125,000), which it is

25 entitled to recoup in first position, plus receive a twenty percent (20%) coupon totaling Twenty

26 Five Thousand Dollars ($25,000) pari passu with all other P&A investments on all domestic
27 receipts. Although Armed has generated box office of Three Thousand Nine Hundred Forty-

28 Eight Dollars ($3,948), and the Picture is currently available via SVOD, in breach of the Armed
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 1 P&A Agreement, Defendants failed to establish a Collection Account and Optimad has been paid

2 nothing since Taylor claims that GVN has collected zero receipts for this Picture.

4 FIRST CAUSE OF ACTION

5 (For Fraud Against All Defendants)

6 40. Plaintiff incorporates and re-alleges each and every allegation set forth in

7 Paragraphs 1 through 39, inclusive, of this Complaint as if fully set forth herein.

8 41. In order to induce Optimad to provide P&A funding to GVN totaling One

9 Million Eight Hundred Twenty Five Thousand Dollars ($1,825,000) in connection with GVN’s

10 domestic distribution of the Pictures, in approximately March 2018, Taylor, individually and on

11 behalf of GVN made the following representations to Optimad’s Chief Executive Officer,

12 Weisberg:

13 a. For each of the Pictures for which Optimad provided P&A funding, a

14 separate Collection Account administered by an independent third party

15 collection agent would be established to collect and disburse the receipts

16 derived from the distribution of each Picture;

17 b. That an independent third party collection agent would be instructed to

18 disburse the receipts derived from the distribution of each of the Pictures

19 to Optimad in first position until it recouped its P&A investment in the

20 particular Picture;
21 c. That an independent third party collection agent would be instructed that,

22 after Optimad recouped its P&A investment, it would be entitled to

23 receive a twenty percent (20%) return on each Picture’s P&A investment

24 in first position and pari passu with all other P&A investors for that

25 particular Picture;

26 d. With respect to the motion picture entitled Beautifully Broken, if Optimad

27 paid the sum of Five Hundred Thousand Dollars ($500,000) for VPF’s,

28 Beautifully Broken would be released theatrically on a minimum of 600

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 1 screens and thereafter available via SVOD on Netflix, and all of the

2 receipts received for SVOD from Netflix would be paid to Optimad until

3 it recouped its entire One Million Fifty Thousand Dollar ($1,050,000)

4 P&A investment; and

5 e. With respect to the motion picture entitled Shine, if Optimad paid the sum

6 of One Hundred Fifty Thousand Dollars ($150,000) for television

7 advertising and Fifty Thousand Dollars ($50,000) for VPF’s, Shine would

8 be released via SVOD on Netflix, and all of the receipts received for

9 SVOD from Netflix would be paid to Optimad until it recouped its entire

10 Six Hundred Thousand Dollar ($600,000) P&A investment.

11 42. Each of the foregoing representations proved to be false. To the contrary, at the

12 time Taylor made the foregoing representations, Defendants had no intention of establishing

13 independent Collection Accounts for any of the Pictures or allowing Optimad to recoup its P&A

14 investment in first position and receive a twenty percent (20%) coupon pari passu with other

15 P&A investors. Nor did Defendants have any intention of releasing the motion picture Shine to

16 SVOD, as evidenced by the fact that this film has never been available to rent or purchase on

17 Netflix, Amazon Prime, Hulu, iTunes or any other similar platform. Nor did GVN pay Optimad

18 all of the SVOD monies received from Netflix for the motion pictures Beautifully Broken and

19 Shine until Optimad recouped its P&A investments in these films. Although Taylor has

20 represented to Optimad that Taylor’s company, GVN, received over Six Hundred Fifty
21 Thousand Dollars ($650,000) from Netflix for Beautifully Broken, and over One Hundred Fifty

22 Thousand Dollars ($150,000) from Netflix for Shine, none of those monies have been paid to

23 Optimad.

24 43. At the time that Taylor made the aforesaid representations, Optimad did not

25 know that the representations were false, but believed them to be true. Accordingly, in reliance

26 on the foregoing representations Optimad would never have paid One Million Eight Hundred
27 Twenty-Five Thousand Dollars ($1,825,000) for the P&A of the Pictures.

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 1 44. Optimad is informed and believes and based thereon alleges that, at the time

2 Taylor made the foregoing representations, Taylor knew that they were false. The true facts

3 were that Defendants had no intention of establishing separate Collection Accounts administered

4 by an independent third party collection agent to receive and disburse the monies derived from

5 the distribution of the Pictures, as evidenced by the fact that not one Collection Account was

6 ever created by Defendants in connection with any of the Pictures.

7 45. Instead, Defendants have concealed from Optimad the amount of receipts paid to

8 Taylor’s company, GVN, for the Pictures and, Optimad is informed and believes and based

9 thereon alleges, Defendants have diverted monies due and owing to Optimad for themselves,

10 including without limitation diverting Two Hundred Fifty Thousand Dollars ($250,000) in

11 receipts for the motion picture entitled Beautifully Broken, which should have been paid in first

12 position to Optimad toward the recoupment of its P&A investment in Beautifully Broken, to

13 finance the P&A budget of an unrelated film.

14 46. Had Optimad known that Defendants had no intention of establishing independent

15 Collection Accounts to collect and disburse the receipts derived from the distribution of the

16 Pictures and that Defendants instead intended to personally collect the receipts, conceal the amount

17 collected from Optimad and divert funds payable to Optimad for their own benefit, Optimad never

18 would have paid any money, much less One Million Eight Hundred Twenty-Five Thousand

19 Dollars ($1,825,000) to pay for the P&A budgets of each of the Pictures.

20 47. As a direct and proximate result of the false and fraudulent representations of
21 Taylor, individually and on behalf of GVN, Optimad has been damaged in the amount of One

22 Million Eight Hundred Twenty-Five Thousand Dollars ($1,825,000), together with accrued

23 interest thereon at the legal rate.

24 48. Plaintiff is informed and believes and based thereon alleges that Defendants, in

25 doing the things herein alleged, acted willfully, maliciously, oppressively and despicably with

26 full knowledge of the adverse effects of their actions on Plaintiff, and with willful and deliberate
27 disregard of the consequences to Plaintiff, and that such actions were authorized, ratified and

28 adopted by the officers, directors and/or managing agents of GVN. As a direct result of the
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 1 willful, deliberate and malicious conduct of Defendants, Plaintiff is entitled to exemplary and

2 punitive damages in an amount to be determined at the time of trial.

4 SECOND CAUSE OF ACTION

5 (For Breach of Contract Against All Defendants)

6 49. Plaintiff incorporates and re-alleges each and every allegation set forth in

7 Paragraphs 1 through 39, inclusive, of this Complaint as though fully set forth herein.

8 50. Plaintiff has performed all conditions, covenants and promises required of it

9 pursuant to the terms of the Armed P&A Agreement, the Beautifully Broken P&A Agreement,

10 the Shine P&A Agreement and the London Fields P&A Agreement (collectively the “P&A

11 Agreements”) except those conditions, covenants and promises which have been prevented or

12 otherwise excused by the conduct of Defendants.

13 51. Plaintiff is informed and believes and based thereon alleges that Defendants

14 breached each of the P&A Agreements by engaging in the following acts and omissions:

15 a. Failing to create independently administered third party Collection

16 Accounts to collect the receipts derived from the exploitation of each of the

17 Pictures;

18 b. Failing and refusing to provide Optimad with any accounting or other

19 backup documentation reflecting the monies received in connection with

20 the distribution of each of the Pictures;

21 c. Failing and refusing to provide Optimad with any accounting or other

22 backup documentation reflecting that the monies provided by Optimad

23 under the P&A Agreements were in fact used to finance the P&A budgets

24 for each of the Pictures;

25 d. Failing to repay the funds provided by Optimad in first position out of the

26 monies received in connection with the distribution of each of the Pictures;

27 and

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 1 e. Failing to pay Optimad a twenty percent (20%) return on its P&A

2 investments on a pari passus basis with all other P&A investments for each

3 Picture.

4 52. As a direct and proximate result of Defendants’ breach of the P&A Agreements,

5 Plaintiff has suffered damages in excess of One Million Dollars ($1,000,000), the exact amount

6 subject to proof at the time of trial, together with accrued interest thereon at the legal rate.

7 53. In addition, pursuant to Paragraph 9 of each of the P&A Agreements, Plaintiff is

8 entitled to an award of its reasonable attorney’s fees and costs incurred herein.

10 THIRD CAUSE OF ACTION

11 (For Breach of Contract Against All Defendants)

12 54. Plaintiff incorporates and re-alleges each and every allegation set forth in

13 Paragraphs 1 through 39, inclusive, of this Complaint as though fully set forth herein.

14 55. Plaintiff has performed all conditions, covenants and promises required of it

15 pursuant to the terms of the Optimad Media Insertion Order Agreement with GVN for the

16 motion picture entitled London Fields.

17 56. Defendants breached the Optimad Media Insertion Order Agreement by failing and

18 refusing to pay Optimad One Hundred Thousand Dollars ($100,000) of Optimad’s fee, which was

19 due immediately upon execution of that agreement

20 57. As a direct and proximate result of Defendants’ breach of the Optimad Media
21 Insertion Order Agreement, Optimad has been damaged in the amount of One Hundred

22 Thousand Dollars ($100,000), together with accrued interest thereon at the legal rate.

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24 FOURTH CAUSE OF ACTION

25 (For Accounting Against All Defendants)

26 58. Plaintiff incorporates and re-alleges each and every allegation set forth in
27 Paragraphs 1 through 39, inclusive, of this Complaint as if fully set forth herein.

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 1 59. Pursuant to the P&A Agreements, Defendants were required to establish separate

2 Collection Account for each of the Pictures for which Optimad provided P&A funding to be

3 administered by an independent third party collection agent who would collect the receipts derived

4 from GVN’s distribution of each of the Pictures and disburse the funds in accordance with the

5 terms of each of the P&A Agreements.

6 60. As set forth above, Defendants failed to establish Collection Accounts for any of

7 the Pictures and instead Defendants have exercised sole control over the collection and distribution

8 of receipts derived from the distribution of each of the Pictures. Plaintiffs are entitled to an

9 accounting of all proceeds and revenues received by Defendants from, by or in connection with the

10 distribution of each of the Pictures.

11 61. Due to Defendants’ failure to establish separate Collection Accounts for each of

12 the Pictures, and Optimad’s exclusion from exercising any control or management over the

13 collection, recording and accounting of monies received from the distribution of the Pictures, it is

14 impractical to ascertain a fixed sum which is owed to Optimad beyond the amounts claimed

15 hereinabove. Accordingly, the full amount owed and becoming due to Optimad can only be

16 determined pursuant to an accounting.

17

18 PRAYER FOR RELIEF

19 WHEREFORE, Optimad prays for relief against Defendants, and each of them, as

20 follows:
21 On the First Cause of Action:

22 1. General damages in the amount of One Million Eight Hundred Twenty-Five

23 Thousand Dollars ($1,825,000), together with interest thereon at the legal rate;

24 2. Punitive and exemplary damages, according to proof at the time of trial;

25 On the Second Cause of Action:

26 3. General damages in an amount no less than One Million Dollars ($1,000,000),

27 according to proof at the time of trial, together with interest theron at the legal rate;

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 1 4. An award of Plaintiff’s reasonable attorney’s fees and costs pursuant to Paragraph

2 9 of each of the P&A Agreements;

3 On the Third Cause of Action:

4 5. General damages in an amount no less than One Hundred Thousand Dollars,

5 according to proof at the time of trial, together with interest thereon at the legal rate;

6 On the Fourth Cause of Action:

7 6. An accounting of all receipts received in connection with distribution, sale,

8 licensing and/or exploitation of the Pictures, and the amounts of all sums owed to Plaintiff based

9 on the exploitation thereof;

10 On All Causes of Action:

11 7. For costs of suit incurred herein;

12 8. Reasonable attorney’s fees as may be provided by law; and

13 9. For such other relief as the Court may deem just and appropriate.

14

15 DATE: March 20, 2020 LAVELY & SINGER

PROFESSIONAL CORPORATION
16 MARTIN D. SINGER
ALLISON S. HART
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By: ______________________________
18 ALLISON S. HART
Attorneys for Plaintiff OPTIMAD MEDIA, LLC
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 1 REQUEST FOR JURY TRIAL
2 Plaintiff Optimad Media, LLC hereby demands trial by jury.
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4 DATE: March 20, 2020 LAVELY & SINGER

PROFESSIONAL CORPORATION
5 MARTIN D. SINGER
ALLISON S. HART
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By: ______________________________
7 ALLISON S. HART
Attorneys for Plaintiff OPTIMAD MEDIA, LLC
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