Soundgarden's Countersuit Against Vicky Cornell

Case 1:19-cv-25045-JEM Document 68 Entered on FLSD Docket 05/06/2020 Page 1 of 60
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA
Miami Division
CASE NO.: 19-25045 –CIV-MARTINEZ-OTAZO-REYES
Vicky Cornell, individually, JURY TRIAL DEMANDED

and in her capacity, and as the Personal
Representative of the Estate of Christopher John
Cornell a/k/a Chris Cornell,
Plaintiffs,
v.
Soundgarden, a purported Washington

General Partnership, Kim A. Thayil,
Matt D. Cameron, Hunter Benedict Shepherd,
Rit Venerus and Cal Financial Group, Inc.,
Defendants.
______________________________________/
SOUNDGARDEN’S ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS
Defendant Soundgarden, a Washington general partnership (“Soundgarden”), by and
through undersigned counsel and pursuant to Federal Rules of Civil Procedure 12 and 13, hereby
submits its Answer, Affirmative Defenses, and Counterclaims (joined by Soundgarden Recordings
LLC) in response to the Complaint (D.E. 1) filed by Plaintiffs Vicky Cornell, individually and in
her capacity as the Personal Representative of the Estate of Christopher Cornell a/k/a Chris Cornell
(“Plaintiffs”).
INTRODUCTORY STATEMENT
In her Complaint, Vicky Cornell, the widow and heir of deceased famous lead-singer
Christopher Cornell (“Cornell”), brings claims in Florida against Cornell’s Seattle-based band,
Soundgarden, and Cornell’s Soundgarden ex-bandmates and their financial manager. The
Complaint is an offensive recitation of false allegations and accusations. Soundgarden
categorically denies every material contention lobbed by Vicky Cornell, who filed her
Complaint—rashly and without good cause—with the true purpose of extorting Soundgarden into
conceding rights to which she is not legally entitled, and of coercing Soundgarden to prematurely
distribute Soundgarden funds to her.
All claims of the Complaint are premised on falsehoods. While Plaintiffs are entitled to
money from the Soundgarden partnership for Cornell’s share of accumulated band revenues
(which the expenses of this action are now senselessly and significantly depleting), by law such
distributions require the vote of the partners (not including Vicky Cornell) which has not occurred.
There is no “conspiracy” with the band’s financial manager. Most importantly, Plaintiffs are not
the owners of the music audio files at issue, or the underlying recordings. Vicky Cornell only
possesses these files because of Soundgarden’s courtesy in returning Cornell’s personal property,
including his laptop(s), to her after his death. The recordings at issue are Soundgarden material
intended for a planned new Soundgarden album which the band members, including Cornell, had
been working on together for several years before Cornell’s death, and which the band contracted
in 2012 to deliver to Mercury Records, a division of Universal Music.
This legal action by Vicky Cornell is lamentable, preventable, and spurious. Soundgarden
seeks the Soundgarden audio files in Plaintiffs’ possession to confirm that there is sufficient
recorded material for a last Soundgarden studio album, and to work on album track finalization—
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a project that the surviving band members believe they owe to Cornell, the band’s legacy, and its
fans. Vicky Cornell’s decision to file a federal action to inhibit the album project is bewildering,
especially because she will benefit financially from any album released. Also disconcerting to the
band is Vicky Cornell’s refusal to relinquish control of Soundgarden’s social media accounts,
including its official website, over which she has no rational claim of ownership or control. The
band has additional mounting concerns over the treatment of revenue generated by a 2019 charity
concert organized by Vicky Cornell following Cornell’s death, for which she has refused to
account.
By this filing, Soundgarden answers the Complaint, declares its affirmative defenses, and
asserts Counterclaims. In the Counterclaims, Soundgarden, together with Soundgarden Recordings
LLC, the company owned by the band members (collectively “Soundgarden Parties”) that entered
the 2012 recording agreement with Mercury Records, countersues Vicky Cornell (in her asserted
capacities) for various claims which include: judicial declarations regarding ownership of the
audio files of the recordings of the band’s musical and vocal performances, copyrights in the
recordings, and ownership of the band’s social media accounts and official website (which Vicky
Cornell controls and refuses to relinquish); conversion of the band’s intellectual property and
social media; breaches of the 2012 recording agreement and of the contract relating to the 2019
charity concert; tortious interference with the 2012 recording agreement by Vicky Cornell; and
trademark violations and misappropriations relating to social media wrongdoing.
The Soundgarden Parties note that this filing (Answer, Affirmative Defenses, and
Counterclaims) is not yet procedurally required pursuant to Federal Rule of Civil Procedure Rule
12(a)(4) pending this Court’s resolution of the Motion to Dismiss or Transfer (D.E. 26: “Motion
to Dismiss”) filed by Soundgarden and individual defendants Matt Cameron (“Cameron”), Kim
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Thayil (“Thayil”) and Hunter Benedict (Ben) Shepherd (“Shepherd”) (together the “Surviving
Band Members” or “Remaining Partners”). This procedural position has been repeatedly
confirmed in filings to this Court and publicly accepted by Plaintiffs. See D.E. 30 (Joint Motion
for Extension of Time to Complete Briefing on Defendants’ Motions to Dismiss) ¶ 12 (“Under
Fed. R. Civ. P. 12(a)(4), Defendants are not required to file answers or counterclaims until the
Court rules on the pending Motions.”).
In making this filing now, the Soundgarden Parties do not concede jurisdiction or venue in
this Court or waive the positions set forth in the Motion to Dismiss, on behalf of themselves or the
Surviving Band Members. In making this filing, the Soundgarden Parties rely on the assurance of
this Court that concerns about “potential waiver of jurisdictional and venue arguments” are
“unfounded” and that this Court will not “construe adherence to mandatory deadlines in the
Court’s pretrial order and federal procedural rules to be a waiver.” (D.E. 34). Given the procedural
posture of this action, including the ordered discovery completion deadline of June 5, 2020 (D.E.
12), along with this Court’s denial of the previous motion to extend case deadlines (D.E. 34) filed
by Soundgarden and the Surviving Band Members, the Soundgarden Parties believe that this filing
is practically mandatory at this time to avoid effective claim abandonment and other extreme
prejudice. Such potential prejudice includes the inability absent this filing to timely and effectively
conduct discovery relevant to the Soundgarden Parties’ Counterclaims before the discovery
completion deadline, as most recently evidenced by Plaintiffs’ refusal to provide interrogatory
responses and document productions in response to written discovery relating to the disclosed and
described—but previously unfiled—Counterclaims.
In making this filing, the Soundgarden Parties do not waive or relinquish any legal rights
or arguments, including the continuing right of the Surviving Band Members to file their own
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Answers, Affirmative Defenses, and Counterclaims in this action consistent with Federal Rule of
Civil Procedure Rule 12(a)(4).
SOUNDGARDEN’S ANSWER
Soundgarden denies each and every allegation of the Complaint not specifically admitted herein.
I. INTRODUCTION
1. Soundgarden admits that Chris Cornell (“Cornell”) was at least one creator of
musical works at issue in this action, but denies the remaining allegations in Paragraph 1.
2. Soundgarden admits that it wants Plaintiffs to turn over certain audio recordings
because they are Soundgarden property, but denies the remaining allegations in Paragraph 2.
3. Soundgarden admits, on information and belief, that seven audio recordings contain
Cornell’s vocal tracks, but denies the remaining allegations in Paragraph 3.
4. Soundgarden denies the allegations in Paragraph 4.
7. Paragraph 7 of the Complaint contains statements of opinion or intent by Plaintiffs
requiring no answer, but to the extent deemed allegations of fact Soundgarden denies the
allegations in Paragraph 7.
II. PARTIES, JURISDICTION, AND VENUE
8. Soundgarden admits that Vicky Cornell is the widow of Cornell and that, on
information and belief, Vicky Cornell is the Personal Representative of the Estate of Christopher
John Cornell. Soundgarden lacks knowledge and information sufficient to form a belief as to the
truth of the remaining allegations in Paragraph 8, and on that basis, denies those allegations.
9. Soundgarden admits that “Chris was an internationally-renowned musician, singer
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and songwriter, best known as the lead vocalist for the rock bands Soundgarden and Audioslave,
with an octave-scaling voice and a signature vocal belting technique.” Soundgarden lacks
knowledge and information sufficient to form a belief as to the truth of the remaining allegations
in Paragraph 9, and on that basis, denies those allegations.
10. Soundgarden admits that it is a Washington General Partnership with its principal
place of business in the State of Washington, that the Band was formed in 1984 in Seattle,
Washington, and that it is the owner of its own intellectual property. Soundgarden denies that it
conducts sufficient business activity in Florida to generate general jurisdiction or venue.
Soundgarden alleges that Plaintiffs are currently wrongfully withholding login information and
access to the Band’s own official website at https://www.soundgardenworld.com/. Soundgarden
lacks knowledge and information sufficient to form a belief as to the truth of the remaining
allegations in Paragraph 10, and on that basis, denies those allegations.
11. Soundgarden admits that Thayil is a partner in the Partnership and admits the
remainder of the allegations in Paragraph 11.
12. Soundgarden admits that Cameron is a partner in the Partnership and admits the
13. Soundgarden admits that Shepherd is a partner in the Partnership and admits the
14. Soundgarden admits that Richard (Rit) Venerus (“Venerus”) is the current business
manager for the Band. Soundgarden lacks knowledge and information sufficient to form a belief
as to the truth of the remaining allegations in Paragraph 14, and on that basis, denies those
allegations.
15. Soundgarden admits the allegations in Paragraph 15 on information and belief.
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16. Soundgarden states that the allegations in Paragraph 16 are legal conclusions on
which Plaintiffs bear the burden of proof and no response is therefore required.
which Plaintiffs bear the burden of proof and no response is therefore required. To the extent a
response is required it is set forth in Soundgarden’s papers in support of its Motion to Dismiss and
as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and Cal Financial
Group, Inc. (“Cal Financial”) (D.E. 25, 26, 40, 43).
22. The allegations in Paragraph 22 are not directed at Soundgarden which therefore
has no obligation to respond. To the extent a response is required, Soundgarden lacks knowledge
and information sufficient to form a belief as to the truth of the allegations in Paragraph 22, and
on that basis, denies those allegations.
response is required it is set forth in Soundgarden’s papers in support of its Motion to Dismiss and
as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and Cal Financial
(D.E. 25, 26, 40, 43).
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response is required Soundgarden denies the allegations in Paragraph 24.
III. FACTUAL BACKGROUND
25. Soundgarden claims that the background allegations in this section of the
Complaint go beyond the pleading requirements of Federal Rules of Civil Procedure, which call
for “a short and plain statement of the claim.” Fed. R. Civ. P 8. Soundgarden admits the allegations
in Paragraph 25 on information and belief.
26. Soundgarden admits that Cornell wrote many of the Band’s songs and compositions
but states that Band songwriting, like recording, was often an iterative, collective process, with
different Band members making suggestions, altering lyrics and melodies, and revising until
reaching the final product. Each of the Band members are songwriters and lyricists and have
multiple writing credits on Soundgarden albums.
27. Soundgarden admits the allegations in Paragraph 27.
28. Soundgarden denies the allegations in footnote 1 of Paragraph 28 to the extent it
alleges that the Band immediately changed equal share split for writing credits upon Shepherd
joining the Band. Soundgarden admits the remaining allegations in Paragraph 28.
31. Soundgarden denies that “most of the songs on the [Superunknown] album” were
“penned solely by” Cornell given that the majority of the songs were written in whole or in part
by the Surviving Band Members. Soundgarden admits the remaining allegations in Paragraph 31.
33. Soundgarden admits the allegations in Paragraph 33 on information and belief and
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states that the other Band members also continued to realize success on their respective projects.
37. Soundgarden denies that “[o]ver the next few years, the Band released a number of
additional albums” given that the only albums released since 2010 were a live album and King
Animal. Soundgarden admits the remaining allegations in Paragraph 37.
46. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”
and lacks knowledge and information sufficient to form a belief as to the truth of the remaining
47. Soundgarden lacks knowledge and information sufficient to form a belief as to the
truth of the allegations in Paragraph 47, and on that basis, denies those allegations.
48. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”
and lacks knowledge and information sufficient to form a belief as to the truth of the remaining
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54. Soundgarden admits that the interview text quoted in Paragraph 54 is accurate, but
denies the remaining allegations in Paragraph 54.
55. Soundgarden admits that the interview text quoted in Paragraph 55 is accurate, but
denies the remaining allegations in Paragraph 55.
56. Soundgarden admits that on November 14, 2019, counsel for the Partnership sent a
letter stating that all of the Unreleased Sound Recordings belong to the Partnership, that this letter
is attached to the Complaint as Exhibit 1 (D.E. 1, Ex. 1), and that the November 14, 2019 letter
speaks for itself, but denies the remaining allegations in Paragraph 56.
57. Soundgarden states that the November 14, 2019 letter (D.E. 1, Ex. 1) speaks for
itself, and denies the remaining allegations in Paragraph 57.
61. Soundgarden admits, on information and belief, that Cornell sometimes worked on
Band music at his recording studio in New York, and perhaps in Florida, but denies the remaining
allegations in Paragraph 61.
62. Soundgarden admits, on information and belief, that not all of Cornell’s songs were
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created for the Band, but denies the remaining allegations in Paragraph 62.
64. Soundgarden denies that Plaintiffs are the “lawful owner” of the Unreleased Sound
Recordings, and lacks knowledge and information sufficient to form a belief as to the truth of the
remaining allegations in Paragraph 64, and on that basis, denies those allegations.
COUNT I
(Declaratory Relief – Copyright Ownership)
(Against The Partnership and Surviving Band Members)
69. Soundgarden readopts and realleges its answers to all prior paragraphs in this
Answer as if set forth fully herein.
70. Soundgarden denies that it or the Surviving Band Members “threatened litigation”
against Plaintiffs, in the November 14, 2019 letter (D.E. 1, Ex. 1) or otherwise, but admits the
remaining allegations in Paragraph 71.
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response is required Soundgarden admits the allegations in Paragraph 79.
COUNT II
(Equitable Accounting)
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84. Soundgarden denies the allegations in Paragraph 84, and states that the allegations
in footnote 10 are legal conclusions on which Plaintiffs bear the burden of proof and no response
is therefore required. To the extent a response is required Soundgarden denies the allegations in
footnote 10.
COUNT III
(Conversion – Chris’ Royalties)
(Against All Defendants)
89. Soundgarden states that Plaintiffs’ August 2019 email (D.E. 1, Ex. 2) speaks for
90. Soundgarden states that the referenced emails (D.E. 1, Ex. 2) speak for themselves,
and denies the remaining allegations in Paragraph 90.
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COUNT IV
(Conversion – Chris’ Personal Property)
COUNT V
(Unjust Enrichment)
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PRAYER FOR RELIEF
Soundgarden denies that Plaintiffs are entitled to any of the relief Plaintiffs request in their
Prayer for Relief including Paragraphs 1 through 10.
SOUNDGARDEN’S AFFIRMATIVE DEFENSES
Soundgarden alleges the following affirmative and other defenses, reserving the right to
modify, amend, and/or expand upon these defenses as discovery proceeds.
FIRST AFFIRMATIVE DEFENSE

(Lack of Personal Jurisdiction)
This Court does not have personal jurisdiction, as set forth in Soundgarden’s papers in
support of its Motion to Dismiss and as adopted and incorporated by joinder in the Motions to
Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43) which are incorporated herein by
reference.
SECOND AFFIRMATIVE DEFENSE

(Improper Venue/Inconvenient Forum)
Venue is improper in this Court and, alternatively, venue should be transferred to the
Western District of Washington under 28 U.S.C. § 1404(a) “[f]or the convenience of parties and
witnesses, in the interest of justice” as set forth in Soundgarden’s papers in support of its Motion
to Dismiss and as adopted and incorporated by joinder in the Motions to Dismiss by Venerus and
Cal Financial (D.E. 25, 26, 40, 43) which are incorporated herein by reference.
THIRD AFFIRMATIVE DEFENSE

(Failure to State a Claim)
The Complaint, in whole or in part, fails to state a claim against Soundgarden upon which
relief can be granted. Without limitation, Plaintiffs’ claim to own the Unreleased Sound
Recordings fails because they are owned by Soundgarden and/or Soundgarden Recordings LLC
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as described in the Counterclaims, infra, which Soundgarden incorporates herein by reference.
Plaintiffs’ claim to an accounting fails because she is not a partner in Soundgarden and so has no
such rights as described in the Counterclaims, infra, which Soundgarden incorporates herein by
reference. Soundgarden is in custody of no converted personal property of Cornell, and no
royalties belonging to Cornell have been converted as described in the Counterclaims, infra,
which Soundgarden incorporates herein by reference. Soundgarden has not been unjustly enriched
at Plaintiffs’ expense as described in the Counterclaims, infra, which Soundgarden incorporates
herein by reference.
FOURTH AFFIRMATIVE DEFENSE

(Plaintiffs’ Conduct)
Plaintiffs’ claims are barred, in whole or in part, by Plaintiffs’ own conduct, including, but
not limited to, the conduct described in Soundgarden’s other defenses and the Counterclaims,
infra, which Soundgarden incorporates herein by reference.
FIFTH AFFIRMATIVE DEFENSE

(Failure to Mitigate)
Plaintiffs’ claims are barred and/or its remedies are limited, in whole or in part, by
Plaintiffs’ failure to mitigate their alleged damages, including, without limitation, as set forth in
Soundgarden’s other defenses and the Counterclaims, infra, which Soundgarden incorporates
herein by reference.
SIXTH AFFIRMATIVE DEFENSE

(Set-Off and Contribution)
Plaintiffs’ claimed damages, if any, should be set off, in whole or in part, by the damages
to Soundgarden for which Plaintiffs are liable, as pled in the Counterclaims, infra, or for which
Soundgarden may otherwise seek contribution against Plaintiffs.
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SEVENTH AFFIRMATIVE DEFENSE

(Contributory Fault)
Plaintiffs’ right to recover any damages is reduced or eliminated because of Plaintiffs’
own comparative or contributory fault as described in the Counterclaims, infra, which
Soundgarden incorporates herein by reference.
EIGHTH AFFIRMATIVE DEFENSE

(Equitable Defenses)
One or more of Plaintiffs’ claims are barred by equitable defenses, including but not
limited to estoppel, laches, unclean hands, acquiescence, implied assignment, constructive trust,
or waiver as described in the Counterclaims, infra, which Soundgarden incorporates herein by
reference.
NINTH AFFIRMATIVE DEFENSE

(Express Or Implied License)
One or more of Plaintiffs’ claims are barred because of the existence of an implied or
express license as described in the Counterclaims, infra, which Soundgarden incorporates herein
by reference.
TENTH AFFIRMATIVE DEFENSE

(Supervening Causes)
Plaintiffs’ right to recover any damages is reduced or eliminated because of the
supervening actions of other, third parties or agents, whether purporting to act on Plaintiffs’ behalf
or not, or by other events, forces, or processes as described in the Counterclaims, infra, which
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ELEVENTH AFFIRMATIVE DEFENSE

(Limitations on Actions or Damages)
One or more of Plaintiffs claims may be barred by the doctrine of laches, by an applicable
statute of limitations, by estoppel, or by some other limiting principle, rule, or law as described in
the Counterclaims, infra, which Soundgarden incorporates herein by reference.
TWELFTH AFFIRMATIVE DEFENSE

(Lack of Standing)
Plaintiffs lack standing to bring some or all of their claims including on the basis that
Plaintiffs are not partners in the Partnership.
FOURTEENTH AFFIRMATIVE DEFENSE

(Mootness)
Plaintiffs’ claims are barred, in whole or in part, on the grounds that they may be rendered
moot before the entry of judgment in this case as described in the Counterclaims, infra, which
FIFTEENTH AFFIRMATIVE DEFENSE

(Estoppel by Contract re Copyright Assignment)
Plaintiffs’ copyright claims are barred, in whole or in part, because Plaintiffs are
contractually estopped from denying the written assignment of copyrights as described in the
Counterclaims, infra, which Soundgarden incorporates herein by reference.
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SOUNDGARDEN AND SOUNDGARDEN RECORDINGS LLC’S COUNTERCLAIMS
Counter-Plaintiffs Soundgarden, a Washington General Partnership, and Soundgarden
Recordings LLC, a Delaware Limited Liability Company (together “Counter-Plaintiffs”), sue
Counter-Defendants Vicky Cornell, individually, and in her capacity as the Personal
Representative of the Estate of Christopher John Cornell a/k/a Chris Cornell (collectively,
“Counter-Defendants”) and states as follows:
PARTIES, JURISDICTION AND VENUE
The Parties
1. Counter-Plaintiff Soundgarden (“Soundgarden”) is a General Partnership formed
in the State of Washington (the “Partnership”) between Cornell, Thayil, Cameron, and Shepherd.
Soundgarden is also a world-famous rock band (the “Band”).
2. Counter-Plaintiff Soundgarden Recordings LLC is a Limited Liability Company
formed in the State of Delaware (“SGR LLC”) between Cornell, Cameron, Thayil and Shepherd.
3. Counter-Defendant Vicky Cornell (“Vicky Cornell”) is an individual who Counter-
Plaintiffs are informed and believe and thereon allege is domiciled and principally resides in the
State of New York.
4. Counter-Plaintiffs are informed and believe and thereon allege that Counter-
Defendant Vicky Cornell, as the Personal Representative of the Estate of Christopher John Cornell
a/k/a Chris Cornell (the “Estate), is the personal representative of the Estate which has been
probated in the Circuit Court for Palm Beach County, Florida.
Jurisdiction and Venue
5. This Court possesses subject matter jurisdiction over this action because this action
arises, in part, under the Lanham Act, 15 U.S.C. § 1125(a), the Copyright Act, 17 U.S.C. § 101 et
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seq., as well as the Declaratory Relief Act, 28 U.S.C. § 2201 et seq. This Court therefore has
federal question jurisdiction over this action pursuant to 15 U.S.C. § 1121, 28 U.S.C. § 1331 and
28 U.S.C. § 1338(a). This action also presents an actual case or controversy under Article III of
the United States Constitution and serves the essential purpose of clarifying and settling the legal
rights at issue.
6. This Court additionally possesses diversity jurisdiction over this action pursuant to
28 U.S.C. § 1332 because the amount in controversy exceeds $75,000.00, excluding interest and
costs, and this action meets the conditions of perfect diversity in that at all pertinent times,
Defendant/Counter-Plaintiff Soundgarden has been a citizen of Washington, the other Defendants
and Counter-Plaintiff SGR LLC are citizens of Washington, Virginia and Delaware, and
Plaintiff/Counter-Defendant Vicky Cornell is a citizen of New York and the Estate is probated in
Florida.
7. This Court possesses supplemental subject matter jurisdiction over the non-federal
claims in this action, which are brought under the common and statutory laws of the State of
Washington, pursuant to 28 U.S.C. § 1367(a) because these claims are so related to claims in the
action over which the Court has original jurisdiction that they form part of the same case or
controversy.
8. As set forth in the Motion to Dismiss and as adopted and incorporated by joinder
in the Motions to Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43), it is the position of
Counter-Plaintiffs that this Court does not possess personal jurisdiction over some or all of the
Defendants (Counter-Plaintiff Soundgarden and the Surviving Band Members), and also does not
have personal jurisdiction over Counter-Plaintiff SGR LLC, and Counter-Plaintiffs thereby allege
that this action should be dismissed or transferred to the Western District of Washington.
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9. As set forth in the Motion to Dismiss and as adopted and incorporated by joinder
in the Motions to Dismiss by Venerus and Cal Financial (D.E. 25, 26, 40, 43), it is the position of
Counter-Plaintiffs that this Court does not have proper venue over some or all of the Defendants
(Counter-Plaintiff Soundgarden and the Surviving Band Members), and also does not have proper
venue over Counter-Plaintiff SGR LLC, and Counter-Plaintiffs thereby allege that this action
should be dismissed or transferred to the Western District of Washington.
FACTUAL BACKGROUND
Background On The Band
10. The Band was originally formed in Seattle, Washington, in 1984, by Cornell
(drums, vocals), Thayil (guitars), and Hiro Yamamoto (bass, vocals). Cameron became the Band’s
full-time drummer in 1986. Shepherd became a permanent bassist replacing Yamamoto in 1990.
11. Cornell and Thayil were born and raised in Seattle. Cornell, Cameron, Thayil, and
Shepherd (the “Band Members”) all met in Seattle and began their principal music careers together
there, eventually becoming a seminal influence on “grunge” rock music and the associated cultural
movement originating in Seattle.
12. The Band immediately garnered critical acclaim and increasing commercial
success with a series of independent releases and their major label debut. The Band’s fourth album,
Badmotorfinger, recorded in Seattle and released in 1991, was the first to feature all four Band
Members, and would be the Band’s highest charting album to date on the Billboard 200.
13. With accomplishment came a series of financial decisions, and the Band Members
all agreed to operate as a partnership and to evenly share the revenue from their songs, recordings,
and performances.
14. The Band’s fifth studio album, Superunknown, recorded in Seattle, was released in
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March 1994 and catapulted them into mainstream success: debuting at number one on the
Billboard 200 and earning the Band two Grammy Awards. The Band’s sixth studio album, Down
on the Upside, recorded in Seattle, was released in May 1996.
15. By early 1997, the Band Members experienced creative musical differences as
Cornell chose to pursue a singer-songwriter direction. On April 9, 1997, the Band announced it
was disbanding.
16. For a few years, each Band Member pursued other projects, both as solo artists and
with other lineups—such as Cornell’s work with Audioslave, and Cameron’s joining the multi-
Platinum-certified group Pearl Jam—but they remained close friends and actively supported each
other’s new ventures (for example, Cameron performed on Cornell’s 1999 solo album, Euphoria
Morning).
Band Re-Formation, Formation of SGR LLC, and Recording Agreement with

Universal
17. In early 2010, the Band Members again began working on projects as a group. This
eventually included work on a new studio album to be called King Animal.
18. In connection with its album work, and after the Band had substantially completed
work on King Animal, the Band Members determined to enter into a recording agreement with
Mercury Records, a division of Universal Music Operations Limited (“Universal”). For purposes
of this legal commitment, the Band Members (Cornell, Cameron, Thayil and Shepherd) formed
SGR LLC, with the Band Members intended to be the four members of the Delaware-registered
limited liability company. Counter-Plaintiffs are informed and believe and thereon allege that no
formal, written operating agreement for SGR LLC was ever entered into by the Band Members
but that other evidence, including tax records, establishes the Band Members’ ownership and
operating intent.
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19. On or about October 23, 2012, SGR LLC entered into a binding exclusive recording
agreement entitled “Heads of Agreement” with Universal (“Universal Recording Agreement”). A
true and correct copy of the Universal Recording Agreement is attached hereto as Exhibit A and
incorporated by reference.
20. Following are certain key provisions of the Universal Recording Agreement:
A. SGR LLC “warrants that it is entitled to the services of Chris Cornell and Kim
Thayil and Matt Cameron and Ben Shepherd (jointly and severally ‘Artist’)
sufficient to enter into this agreement.” (Ex. A, Preamble).
B. The Universal Recording Agreement incorporates a letter of inducement (Ex.
A, pp.8-9) executed by all the Band Members including Cornell, in which they
each “jointly and severally” commit as follows:
i. “Confirm that Soundgarden Recordings LLC (‘SG’) has the right to
enter into the Agreement and grant you the rights granted therein.”
ii. “Confirm and agree with the terms of the Agreement.”
iii. “Agree that if SG shall be dissolved or otherwise cease to exist or for
any reasons whatsoever should fail be unable neglect or refuse duly to
perform or observe each and all of the terms and conditions of the
Agreement requiring performance and compliance on the part of SG or
us we shall at your election be deemed substituted as a direct party to
the Agreement in place of SG and shall duly perform all the terms and
conditions therein contained.”
c. The Universal Recording Agreement sets forth a “Recordings Commitment” of
“two (2) LP’s firm” (of which the first LP was King Animal). (Ex. A, § 1).
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d. The Universal Recording Agreement confirms that “[a]ll recordings for the
LP’s shall be new studio recorded recordings by Artist of previously unreleased
material and shall be commensurate in style and content with previous
recordings released by Artist and shall be technically satisfactory.” (Ex. A, §
1.2)
e. SGR LLC grants Universal exclusive rights, including license rights, over
various recordings, including “Restricted Recordings,” which are defined as
“new studio recordings which are exploited using the name Soundgarden.” (Ex.
A, § 3.2.1).
f. SGR LLC “on behalf of Artist grants to Universal the right to use their name,
approved likeness and approved biography in connection with exploiting
recordings hereunder.” (Ex. A, § 12(c))
g. The “Term” of the Universal Recording Agreement is the earlier of “(i) delivery
of the second LP, and (ii) seven (7) years” from the effective date of the
Universal Recording Agreement. The “License Period” of the Universal
Recording Agreement is the “later of (a) five (5) years from expiry of the
Term…or (b) the date of recoupment of all unrecouped advances…” (Ex. A, §
3.1).
h. In exchange for these commitments, Universal commits to SGR LLC to pay
money advances for the first LP, advances for the second LP based on a
formula, and various royalty commitments. (Ex. A, §§ 4, 5)
21. The Universal Recording Agreement, which governed King Animal and the new
planned Soundgarden album, was only the most recent recording agreement entered into by the
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Band. On October 18, 1988, the Band entered into a recording agreement with A&M Records,
which was amended in 1995 and 2010 (together the “A&M Recording Agreement”). Like the
Universal Recording Agreement, the A&M Recording Agreement contained provisions granting
exclusive rights to the record company regarding contracted recordings, including conceding,
granting, and/or assigning the Band Members’ copyrights in such recordings and granting name
and likeness rights.
22. In November 2012, Universal (via Mercury Records) released King Animal, the
Band’s seventh studio album, which was recorded in Seattle.
23. On or about July 23, 2013, the U.S. Copyright Office registered the copyright in
the recordings included in King Animal to SGR LLC based on “[t]ransfer” “[b]y written
agreement” from authors Cornell, Cameron, Thayil, and Shepherd: U.S. Copyright Registration
No. SR0000727137. Soundgarden is informed and believes and thereon alleges that this copyright
registration was based on and supported by a written assignment agreement of copyrights from the
Band Members to SGR LLC, consistent with the commitments made by the Band Members in the
letter of inducement in the Universal Recording Agreement, and that as a result Counter-
Defendants are contractually estopped from denying the existence of that written assignment
agreement.
24. On or about May 12, 2014, a written amendment to the Universal Recording
Agreement (“Universal Amendment”) was entered into between SGR LLC and Universal. The
principal effect of the Universal Amendment was to extend the “Termination Period” of the
Universal Recording Agreement “indefinitely until the date being 30 days after either party has
received notice in writing from the other…confirming that party’s intention to bring the
Termination Period to an end.” A true and correct copy of the Universal Amendment is attached
25
hereto as Exhibit B and incorporated by reference.
25. Counter-Plaintiffs are informed and believe and thereon allege that the Universal
Recording Agreement, as amended by the Universal Amendment, remains valid and enforceable,
in whole or in part, including that Cornell’s contractual commitments to Universal, and Cornell’s
related “joint and several” contractual commitments to SGR LLC and to the Surviving Band
Members, remain binding on Vicky Cornell, as Personal Representative of the Estate, on at least
the following bases: (a) the “Term” of the Universal Recording Agreement was extended
“indefinitely” by way of the Universal Amendment; and/or (b) the License Period of the Universal
Recording Agreement remains operative.
26. To the extent that the original Term of the Soundgarden Recording Agreement was
not extended by way of the Universal Amendment, thereby expiring on October 23, 2019, and/or
the License Period is deemed not currently operative, Counter-Plaintiffs are informed and believe
and thereon allege that Counter-Defendants remain liable pursuant to the Universal Recording
Agreement as set forth in these Counterclaims on at least the following bases: (a) the Universal
Recording Agreement was in effect during the period that the Album Files and the Album
Recordings (as hereinafter defined) were created; and (b) the Universal Recording Agreement was
in effect during the period since Cornell’s death during which Counter-Defendants have refused
to return the Album Files to Counter-Plaintiffs, thus preventing SGR LLC from complying with
its contractual obligations and rights including delivering to Universal recordings for the “second
LP” and obtaining contractual consideration from Universal on the basis of such delivery.
Band Personal Management Since 2010
27. Since at least 2014, the Band has been represented by Ron Lafitte as personal
manager. Since late 2016, Lafitte’s services were furnished to the Band through Patriot
26
Management (“Patriot”). Lafitte and Patriot also represented Cornell individually in relevant
periods.
28. In October 2019, the Band terminated Patriot as its personal manager but Counter-
Plaintiffs are informed and believe and thereon allege that Patriot continues to act as the personal
manager for Vicky Cornell, as Personal Representative of the Estate.
The New Band Album
29. Beginning in approximately 2015, the Band Members began work on material for
the second studio album under the Universal Recording Agreement. This work was confirmed by
Thayil in interviews in late 2014.
We’re probably gonna start working on another album in 2015. I know Chris [Cornell] has
been writing stuff while we’re on tour. It’s hard to write on tour….But Chris spent some time
– he travels with a computer and ProTools equipment – and he’ll work on songs in his hotel
room, which is great.1
30. In mid-2015 and early 2016, the Band Members returned to a Seattle studio to work
on their new album.
31. In an interview with Rolling Stone, published on August 24, 2015, Cornell
confirmed that he and the Band were working on material for a new Soundgarden studio album:
“…Cornell says [Soundgarden] is alive and well. ‘We’re already working on new material for an
album….There’s a lot of things coming…as well as a new Soundgarden album.’”2
32. In an interview in September 2015 with David Fricke for SiriusXM’s “Artist
Confidential” series, Cornell revealed the status of certain demos intended for the new
1
https://web.archive.org/web/20141210113431/http://www.fasterlouder.com.au/features/40341/S
oundgarden-talk-Soundwave-2015-and-Superunknown
2
https://www.rollingstone.com/music/music-news/chris-cornell-on-new-solo-album-scream-
hate-and-future-of-soundgarden-73305/
27
Soundgarden album, along with the process by which his demos became Soundgarden songs:
…When we spoke before that you had actually just done a whole kind of week and change
working on demos yourself for a new Soundgarden record. What do those demos sound
like versus what they might become once the band gets a grip on it?
Well, we played through them already, so…they’re Soundgarden songs in my mind
now….[T]hey’re all different than anything we’ve ever done, which I think for us is always
the point…and what makes them Soundgarden songs is that the four of us are doing it…the
craziest Soundgarden demo you might hear for what would surprise you how quickly it sounds
like… oh that’s Soundgarden once we’re all playing it.3
33. Shepherd and Cameron publicly confirmed the progress of the album in an
interview in July 2016: “I think we’ve got six solid tunes right now, we’re gonna get together in
August for about a week, do more writing, and hopefully got five or six more going at that point.
We’re off to a very good start.”4
34. In an effort to finish the album, the Band booked more multi-day recording sessions
at “Strange Earth” studios in Seattle during August-September 2016 and January 2017. In an
interview published on February 6, 2017, Cornell again publicly confirmed that the Band was
working on its album and had developed “a lot of interesting songs.”
How’s the new [Soundgarden album] material shaping up?

“We have a lot of interesting songs - sort of similar in that nothing really sounds like anything
we’ve done before, and there’s definitely new territory, but it definitely sounds like us. That’s
what I’m doing today, as soon as we hang up.”5
35. In late April 2017, the Band again assembled in Seattle for studio time.
36. Among the Soundgarden tracks in existence by the end of April 2017 were the
following tracks as alleged in the Complaint (the “Unreleased Sound Recordings”):
3
https://www.youtube.com/watch?v=M-nDWbOBmZE
4
https://web.archive.org/web/20160724014200/http://radio.com/2016/07/11/soundgardens-matt-
cameron-and-ben-shepherd-look-back-at-hater/
5
https://www.musicradar.com/news/chris-cornell-on-ultramega-oks-essential-reissue-new-
soundgarden-album-and-audioslave-reunion
28
Title Finished Songwriters Running

Vocals Time
Road Less Travelled Yes Chris Cornell/Matt Cameron 4:10
Orphans Yes Chris Cornell/Matt Cameron 3:18
At Ophians Door Yes Chris Cornell/Matt Cameron 5:05
Cancer Yes Chris Cornell 4:00
Ahead of the Dog Yes Chris Cornell/Kim Thayil 3:47
Merrmas Yes Chris Cornell/Ben Shepherd 4:32
Stone Age Mind Yes Chris Cornell 4:22
37. Additionally, by this time the Band had recorded a significant number of other
songs, musical concepts and ideas, sometimes referred to by musicians as “riffs and jams,” during
their recording sessions in 2015, 2016, and 2017. This material was deemed of sufficient quality
that the Band’s engineers were instructed to upload recordings thereof to a Dropbox site for Cornell
to access.
38. The musical composition entitled “Stone Age Mind” was presented to the Band by
Cornell shortly before his death as material intended by Cornell to be a Band recording for the
planned new album. This intent is made clear in an email from Cornell to the Band dated March
3, 2017, in which Cornell describes the musical interpretations of the song he had so far recorded:
“Needs you guys for it to sound right….I think it needs work with all of us in a room. Once I sang
on the chorus I wasn't sure what to do with it, so all three are different…Anyway, we will improve
it when we get in a room.”
39. All four Band Members intended the Unreleased Sound Recordings, along with
these other developed songs, “riffs and jams,” to be the building blocks of the new Soundgarden
album.
40. Following the April 2017 studio session in Seattle, the Band began a national tour
starting on April 28, 2017.
29
Cornell’s Death And Cornell Concert
41. Cornell died on May 18, 2017.
42. Since Cornell’s death, the Surviving Band Members have not played together as
Soundgarden, except for one performance on January 16, 2019, at a concert entitled “I Am the
Highway: A Tribute to Chris Cornell” at the Forum in Los Angeles (“Cornell Concert”). The
Cornell Concert—which was performed without compensation by the Surviving Band Members,
and many other musicians and celebrities—was intended to benefit The Chris and Vicky Cornell
Foundation (“Cornell Foundation”), a California nonprofit corporation, and is believed to have
raised many millions of dollars.
43. In late 2018, as material inducement to perform at the Cornell Concert without
compensation, Vicky Cornell promised to the Soundgarden, and on information and belief to other
participants in the Cornell Concert, that revenue from the Cornell Concert would be used for
charitable purposes.
44. However, all recipient(s) of the revenue from the Cornell Concert have not been
identified, and Vicky Cornell has failed to adequately respond to Counter-Plaintiffs’ formal and
informal inquiries about how these revenues were used and expended.
45. In a Declaration in Support of her Opposition to the Motion to Dismiss filed in this
action, Vicky Cornell states that $643,000 of the concert revenue was donated to the Epidermolysis
Bullosa Medial Research Foundation (“EBMRF”). (D.E. 37, ¶ 37). But Counter-Defendants have
not identified the whereabouts or disposition of the remaining revenue. Counter-Defendants have
so far refused to respond to inquiries relating to the Cornell Concert, including failing to provide
any substantive interrogatory responses or document productions in response to discovery
propounded by Soundgarden in this action relating to the Cornell Foundation and the Cornell
30
Concert.
46. Moreover, until shortly before this filing when the Cornell Foundation released its
2018 Form 990 (almost a year late), the Cornell Foundation had not publicly released any
information detailing its financial position since 2017 (https://www2.guidestar.org/profile/46-
1543070). Finally, as of the date of these Counterclaims, the Cornell Foundation’s website still
appears not to have been updated since 2017. https://chrisandvickycornellfoundation.org/
47. A thorough accounting is required because Vicky Cornell promised Soundgarden
that no portion of the revenue generated from the Cornell Concert would be used for anything
other than charitable purposes as consideration to induce Soundgarden to play at the Cornell
Concert.
The Album Files
48. Each of the four Band Members played a songwriting role in connection with
certain songs on all of the Band albums, including the planned new Soundgarden album. In some
instances, the Band Members brought their individual song ideas (“demos” of which often
consisted purely of instrumentals, and other times also included vocals) to some or all of the rest
of the Band Members to continue working on them together. In other instances, song ideas arose
organically while the Band or some of its members were playing together in a studio. Some song
ideas were ultimately rejected by the Band, while others were developed further by the Band as a
whole.
49. The Surviving Band Members are unaware of any occasion in which one of the
Band Members, including Cornell, unilaterally withdrew a song that had been presented to the
Band for consideration or accepted by the Band as a Soundgarden song. Counter-Plaintiffs are
informed and believe and thereon allege that Cornell only presented songs to the Band for
31
consideration when he identified them stylistically or legally as “Soundgarden songs.” Counter-
Plaintiffs are informed and believe and thereon allege that although Cornell also wrote songs of a
different style for solo efforts, other bands (like Audioslave), or other purposes, Cornell never
presented such a song to the Band.
50. Over several years, Cornell and the Band had been working on vocal and
instrumental parts for the new Soundgarden tracks using the method of “overdubbing,” which is
the addition of separately-recorded vocal or instrumental tracks to other instrumental tracks to
create a full band recording. “Multi-track” recordings are the audio building blocks of a fully mixed
and produced album product. When he died, Cornell was in sole possession of unique audio files
embodying digital multi-track recordings in the process of being produced by both Cornell and the
Band for the new planned Soundgarden studio album governed by the Universal Recording
Agreement (collectively the “Album Files”). Specifically the Album Files consist of: (a) the seven
Unreleased Sound Recordings; (b) other Band recordings including Band performances of songs,
“riffs and jams” from the Band’s recording sessions in 2015, 2016, and 2017; (c) Cornell’s
overdubs and other material produced by Cornell to augment such Band recordings; and (d) other
recordings intended by Cornell for Soundgarden’s use. The Album Files were stored on at least
one (and perhaps more) of Cornell’s laptops, and perhaps on other of Cornell’s computers or
devices.
51. Out of respect for Cornell’s family, promptly after Cornell’s death, the Surviving
Band Members and the Band’s team arranged delivery of all of Cornell’s personal effects,
including his laptop(s), to Vicky Cornell. Unfortunately, the Surviving Band Members
subsequently realized that Cornell had the only existing multi-track versions of the seven
Unreleased Sound Recordings that include Cornell’s vocal and instrumental overdubs, along with
32
other unique Album Files.
52. Counter-Plaintiffs are informed and believe and thereon allege that additional
copies of the Album Files have been made since Cornell’s death, including by Tom Syrowski, an
engineer, mixer and producer who has worked with producer Brendan O’Brien.
53. Following a period of grief and mourning, the Surviving Band Members reached
out to Vicky Cornell to recover the Album Files including from Cornell’s laptop(s). In part, they
wanted to confirm their belief that there is sufficient recorded material in the Album Files for a
last Soundgarden studio album – a project that the Surviving Band Members believe they owe to
Cornell, the Band’s legacy and fans.
54. Despite admitting that the Album Files were Band material, Vicky Cornell has
refused to return them to the Soundgarden and the Surviving Band Members.
55. In August 2017, Vicky Cornell revealed in a telephone call with one of the Band’s
audio engineers that Cornell’s laptop(s)/computers were stored in Cornell’s recording studio along
with other important equipment at her home in New York City which had suffered flooding. The
audio engineer immediately offered to travel to New York, along with another audio engineer, to
assist with recovery efforts and to help review, catalog, and make safety back-ups of all the audio
recording files on the laptops/computers. This offer was ultimately not accepted.
56. In late January and early February 2019, Vicky Cornell exchanged text messages
with Cameron confirming her custody of “SG files” and stating that “I will have to sort a time to
have the hard drive sent back to Tom so he can extract the SG files to send to you.” But no delivery
was made.
57. On July 26, 2019, Cameron sent an email to Chris Nary at Patriot, copying Vicky
Cornell among others, again attempting to obtain access to the Album Files which stated, in part,
33
as follows:
We need an update and access to our audio files for the unfinished record. I have made it
very clear what it will take for us to complete the new music and yet we have not been
allowed access. Vicky and Ron need to do the right thing and give us the opportunity to
finish the last Soundgarden album.
58. On July 27, 2019, Vicky Cornell responded by email to Cameron, in relevant part,
as follows:
As Peter can confirm, I have never said that the music will never be released. I said
the music can be released if we have an agreement on a proper producer, manager and
marketing, among other issues.
...
I will not release anything without proper set up and without say in the management…a
producer, marketing and publicity, etc...
If you’d like to release a record, I’m more than happy to and feel the fans should have this
but there are parameters that must be reached.
59. On August 1, 2019, Cameron responded by email to Vicky Cornell, in relevant part,
as follows:
We have no issues with including you/Ron/label with a marketing plan once the new music
is finished, but we have to finish the music first. We want to the opportunity to use Chris’
vocals from his demos to build the new tracks from. 3 of the songs I co wrote, 1 song Ben
co wrote, Chris wrote 2 songs entirely, Kim co wrote 1 song. There could be more finished
vocals/songs buried somewhere in the files, we won’t know until we listen. I supplied
Peter with a list of producers I contacted about the project. Apparently you had no idea
who Butch Vig was, but he would be great for something like this, rebuilding tracks from
source material. Chris always recorded amazing demos, so lucky for us, his demo vocals
were perfect for these new songs. We just have to find his vocal tracks from his
demos/computer files.
You are conflating many unrelated topics in your email. We would never do anything to
tarnish Chris’ legacy, a legacy we feel honored to be a part of. Any suggestion to the
contrary is simply not true, extremely counterproductive and downright hurtful. I
understand you are under pressure, we all are, but Soundgarden/Seatlle is not the enemy.
We just want the opportunity to let the new music live, have a life of its own and add to
the legacy.
60. Neither Cameron, nor any other Surviving Band Member, heard back from Vicky
Cornell or any of her representatives in response to Cameron’s August 1, 2019, email.
34
61. On November 14, 2019, after a number of telephone calls to various representatives
of Counter-Defendants without success, counsel for Soundgarden delivered a letter to
representatives of Vicky Cornell requesting return of the Album Files, adding that “[w]e are
hopeful that this issue can be resolved easily and voluntarily.” A true and correct copy of the
November 14, 2019, letter from counsel for Soundgarden is attached hereto as Exhibit C. But
neither the Surviving Band Members nor their counsel received a substantive response until
learning from the media on December 9, 2019, that Vicky Cornell had filed her Complaint in this
federal action in Miami, Florida.6
62. In her Complaint, Vicky Cornell claims that “[in] 2017, while at his home in
Florida, [Cornell] recorded a number of unreleased sound recordings.” (D.E. 1, ¶ 42). She claims
that these recordings, including the Unreleased Sound Recordings, were “solely created by Chris
on his laptop at his personal recording studio, known as TNC Studios,” that “[Cornell] was the
sole and exclusive owner and copyright holder”, and that Vicky Cornell now “is the sole and
exclusive owner[]” of these files. (D.E. 1, ¶¶ 42-44.). These claims are all false.
63. The material in the Album Files, including the Unreleased Sound Recordings (with
the exception of the musical composition “Stone Age Mind”), were created and developed
collectively by the Band. All of the Album Files were intended by Cornell and the Band for
Soundgarden. This is provable by abundant evidence, including emails between the Band
Members (including Cornell) exchanging audio files and lyrics, and other tangible evidence such
as full “live” audio recordings of the Band working on and performing the songs at its Seattle
studios.
6
See, e.g., https://www.rollingstone.com/music/music-news/chris-cornell-vicky-cornell-
soundgarden-lawsuit-royalties-924015/) (“Chris Cornell’s Widow Sues Soundgarden Over
Unreleased Recordings”).
35
64. Defendants even have evidence directly from Vicky Cornell, including an email
from January 2016 in which she states “[Soundgarden] are making record and they aren't quick,”
an email from February 2017 in which she states “[Soundgarden] are now on second record,” an
email from March 2017 in which she states that Chris is traveling for the “SG record,” and her
email correspondence with Cameron, including her emails in July 2019, acknowledging that the
Album Files are intended for the new Soundgarden album: “If you’d like to release a record, I’m
more than happy to and feel the fans should have this but there are parameters that must be
reached.”
65. Moreover, many of the Album Files significantly predate 2017: for example, the
instrumental recording of “Ahead of the Dog” (originally titled “Summer Tiger”) was initially
performed by several of the Soundgarden Band Members, during their King Animal recording
sessions in early 2011.
66. Cornell’s work on vocal and instrumental overdubs for the Album Files took place
in various locations including Seattle, and Cornell often worked from his personal recording studio
at his home in New York City. In 2017, for example, Cornell was using his New York home
recording studio, including specifically to work on the planned new Soundgarden album, as proved
by evidence showing that (1) in January 2017, Cornell purchased certain recording equipment and
had it shipped to his New York home; (2) in January 2017, Cornell had guitars and equipment
shipped from Seattle to his New York home specifically “because he is working on the
[Soundgarden] album in his home studio” in New York; and (3) in April 2017, Cornell shipped
that equipment from New York back to Seattle for the Band studio session at Strange Earth.
Partnership Voting, Property, And Distributions
67. Each of the Band Members, including Cornell and his representatives,
36
acknowledged and approved the existence of Soundgarden as a Washington general partnership,
in writing and otherwise on numerous occasions over many years.
68. On or about May 2, 1997, the four Band Members met in Seattle with the Band’s
counsel, Peter Paterno (“Paterno”), of the law firm currently known as King, Holmes, Paterno &
Soriano LLP (“King Holmes”). At that meeting, Paterno distributed to each of the four Band
members a written, four-page memorandum entitled “Partnership wind-up” that advised the band
members to “do a simple general partnership agreement” to govern “Soundgarden’s future
activities.” The May 2, 1997 memorandum outlined the proposed material partnership terms. All
of the Band Members stated their agreement to those terms.
69. Paterno memorialized the Band Members’ agreement to the partnership terms in a
memorandum dated May 27, 1997, entitled “Soundgarden Partnership wind-up.” The May 27,
1997 memorandum states, among other things, that “[e]xcept for publishing income (discussed
below), all revenue is divided equally among the partners.” The May 2 and May 27, 1997,
memoranda from Paterno shall be referred to as the “Paterno Memoranda.”
70. It was intended that the Band partnership agreement would be reduced to a final,
written, signed contract. However, that never happened. Instead, the Band and its representatives
(such as its legal counsel at King Holmes and its business managers at VWC Management and
later Cal Financial Group, Inc.) operated substantially in accordance with the terms stated in the
Paterno Memoranda.
71. The partnership agreement applicable to the Partnership, as set forth in the Paterno
Memoranda, specifically provides that only “[a]ny living partner should have voting rights” and
“the estate of a deceased partner will not have voting rights.” Only the Remaining Partners of the
Partnership―namely, Cameron, Thayil and Shepherd―are entitled to vote on Partnership matters,
37
including, but not limited to, distributions of Partnership funds and other property.
72. To the extent the Paterno Memoranda are deemed not to apply or not to be binding,
Washington general partnership law provides the same result. As a Washington general
partnership, Soundgarden is governed by Washington’s Revised Uniform Partnership Act
(“RUPA”) which is codified in Chapter 25.05 of the Revised Code of Washington (“RCW”). RCW
§ 25.05.015(1) holds that RUPA governs to the extent any agreement is silent. Under RUPA,
partners share partnership profits and losses equally, unless the partners have agreed otherwise.
RCW § 25.05.150(2). This rule applies regardless of whether the partners have invested different
amounts into the business. Id.
73. The Partnership partners never entered into a written partnership agreement, nor
otherwise agreed, to share partnership profits and losses other than equally, with the exception of
“publishing income.” On the basis of the Paterno Memoranda, and RUPA, Cornell’s share of
profits and losses relating to the Partnership—except for publishing income—is therefore 25%.
Under the Band’s eventual arrangement, publishing and songwriting are not considered Band
property.
74. With regard to publishing, the Band agreed to split revenue relating to publishing
equally through and including the album Badmotorfinger, with publishing for subsequent albums
split based upon each Band Members’ respective songwriting contributions.
75. Counter-Plaintiffs are informed and believe and thereon allege that Vicky Cornell,
as the beneficiary and Personal Representative of the Estate, inherited Cornell’s economic interest
in the Partnership.
76. Pursuant to the Paterno Memoranda, only “[a]ny living partner should have voting
rights” and “the estate of a deceased partner will not have voting rights.” Under Washington
38
general partnership law, upon Cornell’s death, Counter-Defendants are considered a “transferee”
of Cornell’s “transferable interest” in the Partnership. RCW § 25.05.210(1)(c). This “transferable
interest” entitles Counter-Defendants to (i) Cornell’s share of Partnership profits and losses, and
(ii) Cornell’s right to receive distributions to which he would have been entitled. RCW §
25.05.205. Upon Cornell’s death, Counter-Defendants did not become, and are not currently,
partners in the Partnership. Therefore, Counter-Defendants have no associated management or
other such partnership rights. RCW § 25.05.150(9). Specifically, Counter-Defendants are not
entitled to participate in the management or conduct of the Band’s business, to access information
about the Band’s transactions, or to inspect or copy the Band’s books or records. RCW §
25.05.210(1)(c).
77. With regard to partnership property, Counter-Defendants have no ownership rights.
RCW § 25.05.150(9). Indeed, pursuant to RUPA, even full partners are not considered co-owners
of partnership property and have no legally recognized interest in partnership property. RCW §
25.05.200. Property acquired by a partnership is property of the partnership and not of the partners
individually. RCW § 25.05.060. Even a partner may use or possess partnership property only on
behalf of the partnership. RCW § 25.05.150(7).
78. The Partnership has not made financial distributions to any of its partners, or to
Counter-Defendants, since 2018, as reflected in the Partnership’s financial records. The
Partnership will not legally be required to make distributions to Counter-Defendants (as heir to
Cornell’s economic interest) until the Partnership, by vote of the Remaining Partners, formally
elects to make such a distribution. When a Partnership distribution is made, Counter-Defendants
will be entitled to an appropriate payment as the “transferee” of Cornell’s Partnership share.
However, this share will be reduced by expenses including litigation costs, such as attorneys’ and
39
experts’ fees and costs, incurred by Soundgarden and by the Surviving Band Members, relating to
this action. Under Washington general partnership law, all Partners, including Cornell, equally
share profits and losses and are “deemed to have an account” that reflects all “credit[s]” and
“charge[s]” which includes losses and liabilities such as legal fees. RCW § 25.05.150. Proper legal
expenditures by the Partnership also include legal fees relating to the Remaining Partner
defendants. RCW §§ 25.05.120(1); 25.05.150(3).
Vicky Cornell’s Conversion Of Soundgarden’s Social Media Accounts
79. For many years, the Band’s social media accounts were administered by different
individuals who would work at the direction of the Band with management, most recently Patriot,
acting as the intermediary for approvals and instructions. Since 2010, the Band’s social media
accounts include, but are not limited to, Facebook, Twitter, Instagram, Vimeo, YouTube,
Snapchat, Tumblr, Top Spin, and Pinterest, and also the Band’s official website at
https://www.soundgardenworld.com/, including the customer account with GoDaddy, which
registered the URL for and provides access to the Band’s official website (collectively
“Soundgarden Social Media Accounts”).
80. Patriot’s services to Soundgarden were terminated in October 2019.
81. On early December, 2019, Soundgarden’s attorney corresponded with Patriot
requesting the delivery of the log-in information and other access rights for the Soundgarden Social
Media Accounts. Patriot failed to deliver such log-in information and other access rights. Instead,
Counter-Plaintiffs are informed and believe and thereon allege that Patriot provided that
information to Counter-Defendants without Band authority or permission.
82. At no point were the Surviving Band Members informed or aware that Vicky
Cornell had any role regarding the Soundgarden Social Media Accounts. Yet in an email dated
40
March 20, 2020, Vicky Cornell’s counsel wrote: “Vicky has been running the social media sites
for years.” Again, the Band has not given Vicky Cornell permission to operate or post on the
Soundgarden Social Media Accounts.
83. Despite repeated requests, Counter-Defendants have refused to deliver the log-in
information and other access rights to the Soundgarden Social Media Accounts or to otherwise
relinquish control over the Soundgarden Social Media Accounts. With regard to Soundgarden’s
official website, Counter-Defendants’ position belies their own allegation in the Complaint that
Soundgarden “is also the owner, operator and/or licensor of the Band’s website, which offers
official Soundgarden merchandise for sale to citizens of the State of Florida. (See
http://www.soundgardenworld.com/).” (D.E. 1, ¶10).
84. In recent responses to Soundgarden’s Interrogatories, Counter-Defendants have
made clear their refusal to return control to Soundgarden of the Soundgarden Social Media
Accounts, even though Vicky Cornell is not a partner in the Partnership or a member of the Band.
85. While Vicky Cornell improperly refuses to return control of the Soundgarden
Social Media Accounts to Soundgarden, she has continued to control and manage these accounts
to the detriment of Soundgarden. Without Band permission, Vicky Cornell, identifying herself as
“Soundgarden,” has removed fan comments and has herself posted images and comments to
publicly-accessible Band Social Media pages. Some of those postings by Vicky Cornell are
intended to denigrate the Band and the Surviving Band Members.
86. At least some of the Band’s fans are aware that Vicky Cornell is posing as
“Soundgarden” and is posting the content. For example, in mid-March of 2020, Vicky Cornell
posted as “Soundgarden” on Soundgarden’s official Instagram page at Instagram.com/p/B-
bBXofJIRO/ a photo of Cameron, Soundgarden’s drummer, with the capitalized words “FEEL
41
THE RHYTHM WITH YOUR HANDS STEAL THE RHYTHM WHILE YOU CAN” printed
over the photo. These words are lyrics taken from the 1994 Soundgarden hit recording entitled,
“Spoonman.” This posting was meant to be understood by Soundgarden fans as a comment from
Vicky Cornell (masquerading as “Soundgarden” on the official Soundgarden Instagram page)
about the rhythm player “stealing” from Vicky Cornell. Many fans got the message and they did
not like it. Examples of publicly-available fan comments on the post include the following:
• “All time SoundgardenFan unfollowing this & CC IG account & not buying or streaming
anything from the band or Chris Cornell anymore (I have my CDs & concert memories
from the past & that’s it)! As honestly truly sorry I am for the remaining band
members…but I hate this focus on C.Cornells family and this money/rights/power
crusade … those band mocking posts… the hurting comments of people… with the only
effect of bruising & harming the image & the art of a real real amazing BAND! Thx 2
Soundgarden for their amazing music!! RIP Chris Cornell! Kim, Ben, Matt: Keep your
head up guys & stay creative!”
• “#istandwithmatt Chis would be disgusted by what your doing to his band’s account and
to his bandmates this isn’t your account Vicky.. get off no one likes you”
• “You’re an idiot look at the post and caption Chris would be disgusted with that. You
aren’t a Soundgarden fan. You speak for yourself!!!”
• “if only Matt had access to this account. Chris’s widow controls it..”
• “yes its basically Vicky k mocking SG and their lawsuit”
87. Otherwise, the Soundgarden Social Media Accounts have been in a state of neglect.
There has been no news item added to the Band’s official website since October 15, 2019, no new
post on the Band’s Twitter account since January 28, 2020, no new post on the Soundgarden
Facebook account since February 23, 2020, and the Band’s Tumbler account has no content on it.
The links on the Band’s Facebook “About” page include dead links to the Twitter and Tumbler
accounts and a plug for the Chris Cornell retrospective album. The Band’s Facebook “Official
Store” page is not operational and contains a link back to the Band’s main Facebook page. The
“About” page on the Band’s YouTube channel contains the following: “Description: The 'Chris
Cornell' Career Retrospective, featuring ‘When Bad Does Good,’ is available now at
www.chriscornell.com.”
42
88. As noted, Soundgarden is informed and believes and thereon alleges that fans of
Soundgarden have become aware that Vicky Cornell, and not Soundgarden, is controlling the
Soundgarden Social Media Accounts. This circumstance has caused direct injury to Soundgarden
including reputational harm and loss of income including on the basis that fans have been
dissuaded from purchasing merchandise on the Soundgarden official website due to doubts about
the recipient of associated revenue.
Inquiry Re Cornell’s Personal Property
89. In mid-September 2019, counsel for Vicky Cornell contacted representatives and
counsel for Soundgarden inquiring as to the existence of potential personal property of Cornell
still in the custody of Soundgarden.
90. On September 24, 2019, following an investigation, counsel for Soundgarden
delivered a letter to counsel for Vicky Cornell disclosing as follows: (a) “Following his passing in
2017, all of Chris Cornell’s personal items in the possession of [Soundgarden] were delivered to
Vicky Cornell…”; (b) “There are no personal items belonging to Chris Cornell remaining at the
Pearl Jam warehouse at Deke River” and (c) “There are no other known personal items of Chris
Cornell at any other storage space, or any other location, utilized by our clients.” A true and correct
copy of this September 24, 2019 letter is attached hereto as Exhibit D.
91. Neither the Surviving Band Members nor their counsel received any response on
this issue until Vicky Cornell filed her Complaint falsely alleging, in part, that “[d]espite Plaintiffs’
demand, the Partnership and Surviving Band Member have refused to transfer or other [sic]
relinquish Chris’ Personal Property to Plaintiff.” (D.E. 1, ¶ 99).
Soundgarden’s Authority To File Claims
92. On January 19, 2018, Vicky Cornell filed a Petition for Administration of the Estate
43
of Christopher Cornell in the Circuit Court for Palm Beach County Florida, Probate Division,
captioned In Re: Estate of Christopher John Cornell, aka Christopher Cornell, Case No. 502018-
CP-000260XXXXNB (the “Probate Action”). While Soundgarden has not filed a Statement of
Claim in the Probate Action, Soundgarden is authorized to file these Counterclaims against Vicky
Cornell, as Personal Representative of the Estate, pursuant to Florida probate law. See F.S.
733.702(4)(c) (“A creditor who has not timely filed a claim against the estate may file a crossclaim
or counterclaim in an independent action instituted by the estate.”).
93. Additionally, there is no statutory preclusion to Soundgarden filing these
Counterclaims against Vicky Cornell individually, against Vicky Cornell, as Personal
Representative of the Estate, relating to conduct since Cornell’s death, or against any Counter-
Defendant for non-monetary remedies.
94. Counter-Plaintiffs are informed and believe and thereon allege that any applicable
statutes of limitations relating to any of the claims set forth in these Counterclaims are tolled by
the delayed discovery rule, the fraudulent concealment rule, the equitable estoppel rule, or any
other equitable rule or principle that would apply, under the circumstances of these Counterclaims,
to toll any applicable time period for filing a legal claim.
FIRST CAUSE OF ACTION

(Declaratory Relief – Ownership Of Album Files)
(By Counter-Plaintiffs Against Counter-Defendants)
95. Counter-Plaintiffs incorporate by reference and reallege each and every allegation
contained above, as though fully set forth herein.
96. As a result of the Counter-Defendants’ failure to return the Album Files and their
filing of this action claiming sole ownership over the Unreleased Sound Recordings, an actual and
justiciable controversy has arisen and now exists between Counter-Plaintiffs, on the one hand, and
Counter-Defendants, on the other hand, as to the parties’ respective ownership, rights, and
44
entitlements to the Album Files.
97. Counter-Defendants assert that Cornell was the sole author and creator of the
Unreleased Sound Recordings (and presumably the other Album Files) and that Counter-
Defendants are therefore exclusive owners under copyright law. However, even if Cornell
technically “created” some part of the Album Files—meaning Cornell last saved-to-memory some
or all of the files—Counter-Defendants do not now own those files embodying the copyrighted
works, under copyright law or on any other basis. The relevant ownership law applicable to the
Counter-Plaintiffs determines ownership of such tangible personal property even if that property
embodies a copyrightable work. 17 USC § 202 (“Ownership of a copyright, or of any of the
exclusive rights under a copyright, is distinct from ownership of any material object in which the
work is embodied.”).
98. Counter-Defendants assert that Counter-Plaintiffs claim ownership over Cornell’s
solo work, but Counter-Plaintiffs only claim property rights to provable Band recordings and
related files in Counter-Defendants’ custody, not any solo-Cornell songs/recordings, and Counter-
Plaintiffs do not deny Cornell’s copyrightable publishing rights, now putatively owned by
Counter-Defendants, relating to Cornell’s share of songwriting.
99. Counter-Plaintiffs seek a judicial determination and declaration of the parties’
respective ownership rights in the Album Files in these circumstances, and specifically seek a
declaratory judgment decreeing that one or both of the Counter-Plaintiffs is the sole owner of the
Album Files and that Counter-Defendants possess no ownership interest in the Album Files.
100. A judicial declaration of the parties’ respective rights and obligations with respect
to the foregoing disputed matters is necessary and appropriate.
45
SECOND CAUSE OF ACTION

(Declaratory Relief – Copyright Ownership and Express and Implied License)
102. An actual and justiciable controversy has arisen and now exists between Counter-
Plaintiffs and Counter-Defendants concerning their respective rights to the copyrights in the
recordings contained in the Album Files (“Album Recordings”).
103. Counter-Defendants assert that Cornell was the sole author and creator of the
recordings contained in the Unreleased Sound Recordings (and presumably the other Album
Recordings) and that Counter-Defendants are therefore exclusive owners under copyright law.
104. Counter-Plaintiffs assert:
A. That the copyrights in the Album Recordings are owned solely and exclusively
by Counter-Plaintiffs based on a written assignment by all Band Members,
including Cornell, to the Counter-Plaintiffs, and that Counter-Defendants are
contractually estopped from denying said written assignment pursuant to the
Universal Recording Agreement and its incorporated letter of inducement;
B. Alternatively or additionally, that the Album Recordings are “joint works”
jointly owned by all Band Members pursuant to the Copyright Act, 17 U.S.C.
§ 101, because they were “prepared by two or more authors with the intention
that their contributions be merged into inseparable or interdependent parts of a
unitary whole,” and because Cornell and the Surviving Band Members at all
times intended the Band Members to be joint authors of those Album
Recordings, and intended that their contributions to the Album Recordings be
merged into the joint works that would comprise the Album Recordings in
46
which they would each own a copyright interest as a joint owner.
C. Alternatively or additionally, that the Surviving Band Members possess
copyright interests in their own contributions to the Album Recordings which
have never been assigned to Counter-Defendants, and which Counter-
Defendants may not use without Counter-Plaintiffs’ consent.
D. Alternatively or additionally, that Cornell has granted to one or both Counter-
Plaintiffs an express exclusive license to use, and to sub-license, his
contributions to the Album Recordings including any related copyrights.
Without limitation, these express licenses are evidenced by the Universal
Recording Agreement Cornell signed. Counter-Plaintiffs assert that the express
license granted to one or both of the Counter-Plaintiffs is binding on Counter-
Defendants under copyright law and the law of estoppel by contract.
E. Alternatively or additionally, Counter-Plaintiffs assert that Cornell by his
conduct granted to one or both Counter-Plaintiffs an implied license to use, and
to sub-license, his contributions to the Album Recordings including any related
copyrights. Without limitation, these implied licenses are evidenced by the
Universal Recording Agreement, by various oral and written communications
involving Cornell, and by Cornell’s history and course of dealings with
Counter-Plaintiffs and the Surviving Band Members, including his activities
and communications relating to the planned new Soundgarden album. Counter-
Plaintiffs assert that the implied licenses granted to one or both of the Counter-
Plaintiffs is binding on and irrevocable by Counter-Defendants at least in part
because Cornell received consideration for such license grants.
47
respective ownership rights in the Album Recordings in these circumstances, and specifically seek
a declaratory judgment decreeing that: (a) one or both of the Counter-Plaintiffs own all copyright
interests in the Album Recordings; (b) alternatively, that the Album Recordings are joint works
jointly owned by the Surviving Band Members and Vicky Cornell as the successor to Chris
Cornell; (c) alternatively, that the Surviving Band Members possess copyright interests in their
own contributions to the Album Recordings which have never been assigned to Counter-
Defendants; (d) alternatively, that Cornell granted to one or both Counter-Plaintiffs express
exclusive licenses to use, and to sub-license, his contributions to the Album Recordings, including
any related copyrights, which are binding on and irrevocable by the Counter-Defendants; and (e)
alternatively, that Cornell granted to one or both Counter-Plaintiffs implied licenses to use, and to
sub-license, his contributions to the Album Recordings, including any related copyrights, which
are binding on and irrevocable by the Counter-Defendants.
106. Counter-Plaintiffs are entitled to an award of their attorneys’ fees pursuant to 17
U.S.C. § 504.
THIRD CAUSE OF ACTION

(Declaratory Relief – Name and Likeness Rights)
109. An actual and justiciable controversy has arisen and now exists between Counter-
Plaintiffs and Counter-Defendants concerning their respective rights to use of the name and
likeness of Cornell, including in association with promotion and marketing of the planned new
48
Soundgarden album.
110. Counter-Defendants have communicated, including through counsel, that Counter-
Plaintiffs are precluded from using Cornell’s name and/or likeness, including in association with
promotion and marketing of the planned new Soundgarden album.
111. Counter-Plaintiffs assert that Cornell has granted to one or both Counter-Plaintiffs
express and/or implied rights to use his name and/or likeness, including rights to grant sub-rights,
including in association with promotion and marketing of the planned new Soundgarden album.
Counter-Plaintiffs further assert that Counter-Defendants are contractually estopped from denying
Cornell’s grant of such rights to Counter-Plaintiffs. Without limitation, these express and/or
implied rights are evidenced by the Universal Recording Agreement, by various oral and written
communications involving Cornell, and by Cornell’s history and course of dealings with Counter-
Plaintiffs and the Surviving Band Members, including his activities and communications relating
to the planned new Soundgarden album. Counter-Plaintiffs assert that the express and/or implied
rights granted to one or both of the Counter-Plaintiffs is binding on and irrevocable by Counter-
Defendants at least in part because Cornell received consideration for such rights grants.
112. Alternatively or additionally, Counter-Plaintiffs assert that any use of Cornell’s
name and/or likeness to describe Cornell’s contributions to the Album Recordings or otherwise in
connection with the Album Recordings and planned new Soundgarden album would be a “fair
use” of Cornell’s name and/or likeness that would not violate Cornell’s right of publicity under
applicable law, including but not limited to RCW §§ 63.60.070(2)(d), (5).
respective rights to use Cornell’s name and likeness to promote Album Recordings in which his
performances appear in these circumstances, and specifically seek a declaratory judgment
49
decreeing that Counter-Plaintiffs have express and/or implied rights to use Cornell’s name and/or
likeness, including rights to grant sub-rights, including in association with promotion and
marketing of the planned new Soundgarden album, which are binding on and irrevocable by the
Counter-Defendants, and decreeing that Counter-Defendants are contractually estopped from
disputing Counter-Plaintiffs’ possession of such rights. Alternatively or additionally, Counter-
Plaintiffs seek a judicial determination and declaration that Counter-Plaintiffs’ use of Cornell’s
name and/or likeness to describe Cornell’s contributions to the Album Recordings or otherwise in
connection with the Album Recordings and planned new Soundgarden album is a “fair use” of
Cornell’s name and/or likeness that would not violate Cornell’s right of publicity under applicable
law, including but not limited to RCW §§ 63.60.070(2)(d), (5).
FOURTH CAUSE OF ACTION

(Conversion of Album Files)
116. By their wrongful acts and omissions as alleged herein, Counter-Defendants
improperly and illegally converted the Album Files belonging to Soundgarden to their own
personal custody and use. Counter-Defendants intended to convert this property and intended for
the wrongful taking of the property to be permanent, even if wrongful.
117. As the result, Soundgarden has been deprived of the use and interest in the
converted Album Files all to its damage.
118. Soundgarden is entitled to restitution and recovery from Counter-Defendants of,
and imposition of a constructive trust on, the Album Files.
50
FIFTH CAUSE OF ACTION

(Conversion of the Soundgarden Social Media Accounts)
(By Soundgarden Against Counter-Defendants)
120. By their wrongful acts and omissions as alleged herein, Counter-Defendants
improperly and illegally converted the Soundgarden Social Media Accounts belonging to
Soundgarden to their own personal custody and use. Counter-Defendants intended to convert this
property and intended for the wrongful taking of the Social Media Accounts to be permanent or
indefinite, even if wrongful. Counter-Defendants have never provided a good-faith basis for the
ongoing wrongful exercise of control or dominion over the Soundgarden Social Media Accounts.
121. As the result, Soundgarden has been deprived of the use and interest in the
converted Soundgarden Social Media Accounts all to its damage.
122. Soundgarden is entitled to restitution and recovery from Counter-Defendants of,
and imposition of a constructive trust on, the Soundgarden Social Media Accounts including their
log-in and other access information.
SIXTH CAUSE OF ACTION

(Unjust Enrichment)
124. By their wrongful acts and omissions Counter-Defendants have been unjustly
enriched at the expense of and to the detriment of Counter-Plaintiffs.
125. Counter-Plaintiffs seeks restitution from Counter-Defendants and seeks an order of
this Court disgorging and returning the Album Files, the Soundgarden Social Media Accounts,
including their log-in and access information, and all moneys improperly received, and not
51
distributed to charity, relating to Soundgarden’s participation in the Cornell Concert.
126. Under the facts of this action, it would be inequitable not to correct the unjust
enrichment by forcing Counter-Defendants to disgorge the property and moneys that enriches
them.
SEVENTH CAUSE OF ACTION

(Breach of Written Contract)
(By SGR LLC Against Vicky Cornell, as Personal Representative of The Estate)
128. SGR LLC entered into the Universal Recording Agreement with Universal. In
connection with the Universal Recording Agreement, Cornell executed a letter of inducement in
which “jointly and severally” along with the other Band Members he made various contractual
commitments to Universal to which SGR LLC was a third party beneficiary. Cornell’s contractual
commitments in the letter of inducement also constitute direct contractual cross-commitments to
SGR LLC and to the Surviving Band Members.
129. Cornell knew that SGR LLC would benefit from the Universal Recording
Agreement and that SGR LLC would be harmed by any breach of the Universal Recording
Agreement. Vicky Cornell, as Personal Representative of the Estate, knew that SGR LLC would
benefit from the Universal Recording Agreement and that SGR LLC would be harmed by any
breach of the Universal Recording Agreement.
130. Following Cornell’s death, Vicky Cornell, as Personal Representative of the Estate,
is bound by Cornell’s contractual commitments in the letter of inducement in the Universal
Recording Agreement.
131. As set forth herein, Vicky Cornell, as Personal Representative of the Estate, has
breached the letter of inducement in the Universal Recording Agreement against SGR LLC, as a
52
third party beneficiary and as a direct contracting party, by, among other breaches, claiming sole
ownership over and refusing to return the Album Files which embody Album Recordings intended
for the “second LP” governed the Universal Recording Agreement. Such breaches have directly
prevented SGR LLC from fulfilling its contractual obligations to Universal to deliver finished
recordings for the second Soundgarden LP.
132. As a third-party beneficiary and/or as a direct contracting party, SGR LLC is
entitled to damages from Vicky Cornell, as Personal Representative of the Estate, because SGR
LLC suffered damages as a result of the breaches of Vicky Cornell, as Personal Representative of
the Estate.
133. As a direct and proximate result of the breaches of Vicky Cornell, as Personal
Representative of the Estate, SGR LLC has suffered damages.
EIGHTH CAUSE OF ACTION

(Tortious Interference With A Contract Or Business Expectancy)
(By SGR LLC Against Vicky Cornell)
135. SGR LLC entered into the Universal Recording Agreement with Universal. In
connection with the Universal Recording Agreement, Cornell executed a letter of inducement in
which “jointly and severally” along with the other Band Members he made various contractual
commitments to Universal to which SGR LLC was a third party beneficiary. Cornell’s contractual
commitments in the letter of inducement also constitute direct contractual cross-commitments to
SGR LLC and to the Surviving Band Members.
136. Vicky Cornell intentionally and wrongfully interfered with the Universal
Recording Agreement by, among other actions, converting and refusing to return the Album Files
to Counter-Plaintiffs.
53
137. Vicky Cornell’s interference was done both for an improper purpose and by
improper means, because her interference was an unlawful restraint of trade and involved a direct
or implied refusal to deal with SGR LLC that induced, compelled, or pressured SGR LLC to be
unable to fulfill its obligations to Universal pursuant to the Universal Recording Agreement. If not
for Vicky Cornell’s tortious interference, SGR LLC would have been able to comply with its
obligations to deliver recordings to Universal for a “second LP.”
138. As a direct and proximate result of Vicky Cornell’s tortious interference, SGR LLC
has suffered damages in the form of lost profits, loss of goodwill, and harm to business reputation,
as well as actual expenses.
NINTH CAUSE OF ACTION

(Breach of Oral Contract)
(By Soundgarden Against Vicky Cornell)
140. On or about late 2018, Soundgarden and Vicky Cornell entered into an oral
agreement whereby the Surviving Band Members of Soundgarden would agree to perform at the
Cornell Concert without compensation in exchange for Vicky Cornell’s agreement that the revenue
from the Cornell Concert would be used for charitable purposes.
141. Soundgarden has performed all of the conditions, covenants and promises required
by it to be performed in accordance with the terms and conditions of the contract by performing at
the Cornell Concert without compensation.
142. Soundgarden is informed and believes and thereon alleges that Vicky Cornell
breached the oral agreement with Soundgarden by failing and refusing to perform in good faith
her promise to use the revenue from the Cornell Concert for charitable purposes.
143. As a direct and proximate result of the breach of Vicky Cornell, Soundgarden has
54
suffered damages including lost reasonable compensation for the Cornell Concert and reputational
harm.
TENTH CAUSE OF ACTION

(Fraudulent Inducement)
(By Soundgarden Against Vicky Cornell)
145. On or about late 2018, Vicky Cornell requested that Soundgarden agree to perform
at the Cornell Concert without compensation. To induce Soundgarden to agree to this request,
Vicky Cornell represented that the revenue from the Cornell Concert would be used for charitable
purposes.
146. Soundgarden is informed and believes and thereon alleges that Vicky Cornell’s
representation was false in that Vicky Cornell did not have the intention of using some or all of
the revenue from the Cornell Concert for charitable purposes, but rather for personal purposes for
herself and her family.
147. Soundgarden is informed and believes and thereon alleges that Vicky Cornell knew
that the representation was false, or exhibited recklessness or negligence as to its truth or falsity,
for the purpose and with the intent of inducing Soundgarden into agreeing to perform at the Cornell
Concert without compensation.
148. Vicky Cornell’s representation was material to Soundgarden in that Soundgarden
had no interest in performing without compensation at a concert that financially benefited Vicky
Cornell and her family. Soundgarden relied on its belief that the revenue from the Cornell Concert
would be used for charitable purposes in deciding to agree to perform at the Cornell Concert
without compensation.
149. As a direct and proximate result of the breach of Vicky Cornell, Soundgarden has
55
suffered damages as a result of Vicky Cornell’s misrepresentation including lost reasonable
compensation for the Cornell Concert and reputational harm.
ELEVENTH CAUSE OF ACTION

(False Designation of Origin and False Endorsement
Under the Lanham Act, 15 U.S.C. § 1125(a))
(By Soundgarden Against Counter-Defendants)
151. Counter-Defendants’ wrongful conduct as described above, including their failure
to return control and their use of the Soundgarden Social Media Accounts, has damaged and is
continuing to damage Soundgarden’s right in its name and identity by, among other things,
exploiting those rights without Soundgarden’s permission, thus diminishing their value.
152. Counter-Defendants have also injured Soundgarden by commercially exploiting
Soundgarden’s name and identity without Soundgarden’s retaining control thereof or receiving
any income properly owing to them as the sole owner of commercial endorsement rights in their
name and identity.
153. Counter-Defendants’ acts have damaged, and will irreparably damage,
Soundgarden. Soundgarden has no adequate remedy at law for certain of these wrongs and injuries.
The damage to Soundgarden includes harm to its goodwill and reputation, and the loss of control
over its name and identity as an indicator of its artistic output, that money damages cannot
compensate.
154. By reason of the foregoing, Soundgarden is entitled to a temporary, preliminary
and permanent injunctive relief under 15 U.S.C. § 1116 restraining and enjoining Counter-
Defendants, their agents, servant and employees, all persons acting in concert with Counter-
Defendants or on Counter-Defendants behalf, from using Soundgarden’s name or identity.
56
155. Soundgarden also asserts a claim against Counter-Defendants for damages, costs
and attorneys’ fees pursuant to 15 U.S.C. §§ 1125, 1116, and 1117.
PRAYER FOR RELIEF
WHEREFORE, Counter-Plaintiffs demand judgment in their favor and against Counter-
Defendants as follows:
1. For compensatory and general damages in an amount to be proven at trial or,
alternatively or additionally, statutory damages;
2. For prejudgment and post-judgment interest on any recovery by Counter-Plaintiffs;
3. For a declaration that one or both of the Counter-Plaintiffs is the sole owner of the
Album Files and that Counter-Defendants possess no ownership interest in the Album Files;
4. For a declaration that : (a) one or both of the Counter-Plaintiffs own all copyright
interests in the Album Recordings; (b) alternatively or additionally, that the Album Recordings are
joint works jointly owned by the Surviving Band Members and Vicky Cornell as the successor to
Chris Cornell; (c) alternatively or additionally, that the Surviving Band Members possess
copyright interests in their own contributions to the Album Recordings which have never been
assigned to Counter-Defendants; (d) alternatively or additionally, that Cornell granted to one or
both Counter-Plaintiffs express exclusive licenses to use, and to sub-license, his contributions to
the Album Recordings, including any related copyrights, which are binding on and irrevocable by
the Counter-Defendants; and (e) alternatively or additionally, that Cornell granted to one or both
Counter-Plaintiffs implied licenses to use, and to sub-license, his contributions to the Album
Recordings, including any related copyrights, which are binding on and irrevocable by the
Counter-Defendants.
5. For a declaration that: (a) Counter-Plaintiffs have express and/or implied rights to
use Cornell’s name and/or likeness, including rights to grant sub-rights, including in association
with promotion and marketing of the planned new Soundgarden album, which are binding on and
irrevocable by the Counter-Defendants, and decreeing that Counter-Defendants are contractually
57
estopped from disputing Counter-Plaintiffs’ possession of such rights; (b) alternatively or
additionally, that Counter-Plaintiffs’ use of Cornell’s name and/or likeness to describe Cornell’s
contributions to the Album Recordings or otherwise in connection with the Album Recordings and
planned new Soundgarden album is a “fair use” of Cornell’s name and/or likeness that would not
violate Cornell’s right of publicity under applicable law, including but not limited to RCW §§
63.60.070(2)(d), (5).
6. For a preliminary and a permanent injunction requiring that Counter-Defendants
deliver the Album Files and other related material to Counter-Plaintiffs;
7. For a preliminary and a permanent injunction requiring that Counter-Defendants
deliver log-in information and other access to the Soundgarden Social Media Accounts to Counter-
Plaintiffs and barring Counter-Defendants from continuing use of or access to such Soundgarden
Social Media Accounts;
8. For a preliminary and a permanent injunction prohibiting Counter-Defendants from
using the Album Files, the Album Recordings, or the name, likeness, any confusingly similar
variant of the foregoing, or any other aspect of the name, voice, likeness, or other indicia of identity
of Soundgarden or the Surviving Band Members in any other manner to infringe Counter-
Plaintiffs’ trademarks, and other rights;
9. For disgorgement of the Album Files, log-in information and other access to the
Soundgarden Social Media Accounts, and all moneys improperly received, and not distributed to
charity, relating to Soundgarden’s participation in the Cornell Concert;
10. For punitive and exemplary damages;
11. For costs of suit incurred herein, including reasonable attorneys’ fees and expenses;
and
12. For such other and further relief as the Court deems just and proper.
58
Dated: May 6, 2020
Respectfully submitted,
RIMON P.C.
Gabriel G. Gregg
Email: gabriel.gregg@rimonlaw.com
Matthew Poppe
Email: matthew.poppe@rimonlaw.com
800 Oak Grove Avenue, Suite 250
Menlo Park, CA 94025
(650) 461-4433 (telephone/facsimile)
Pro Hac Vice Admitted
GRAVIS LAW
Paul H. Beattie
Email: PBeattie@gravislaw.com
701 Fifth Avenue, Suite 2800
Seattle, WA 98104-7003
(206) 696-9095 (telephone)
(866) 419-9269 (facsimile)
Pro Hac Vice Admitted
HOLLAND & KNIGHT LLP

701 Brickell Avenue, Suite 3000
Miami, Florida 33131
(305) 374-8500 (telephone)
(305) 789-7799 (facsimile)
By: /s/Benjamin Taormina

Sanford L. Bohrer (FBN 160643)
Email: sbohrer@hklaw.com
Benjamin A. Taormina (FBN 106731)
Benjamin.taormina@hklaw.com
Attorneys for Defendants Soundgarden, Kim A. Thayil,

Matt D. Cameron, and Hunter Benedict Shepherd, and
Counter-Plaintiffs Soundgarden and Soundgarden
Recordings LLC
59
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 6th day of May, 2020, a copy of the foregoing was
filed electronically with the Clerk of the Court using the CM/ECF system, which will send Notices
of Electronic Filing to all counsel of record.
By: /s/ Benjamin Taormina

Benjamin A. Taormina (FBN 106731)
SERVICE LIST
David Binder Jonelis, Esq. Kevin D. Tragesser, Esq.

Lavely & Singer Avery A. Dial, Esq.
2049 Century Park E., Suite Kaufman Dolowich & Voluck, LLP
2400 Los Angeles, CA 90067 100 S.E. Third Avenue, Suite 1500
310-556-3501 Fort Lauderdale, FL 33394
Email: djonelis@lavelysinger.com Telephone: (954) 712-7442
PRO HAC VICE Fax: (888) 464-7982
ktragesser@kdvlaw.com
adial@kdvlaw.com
fgonzalez@kdvlaw.com
Martin D. Singer, Esq.
Lavely & Singer Attorneys for Defendants, Rit Venerus
2049 Century Park E, Suite 2400 and Cal Financial Group, Inc.
Los Angeles, CA 90067
310-556-3501
Fax: 556-3615
Email: mdsinger@lavelysinger.com
PRO HAC VICE
James George Sammataro, Esq.

Pryor Cashman LLP
201 South Biscayne Boulevard
Suite 2700
Miami, FL 33131
Email: jsammataro@pryorcashman.com
Attorneys for Plaintiff
60

Soundgarden&#39;s Countersuit Against Vicky Cornell

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Soundgarden&#39;s Countersuit Against Vicky Cornell

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Case 1:19-cv-25045-JEM Document 68 Entered on FLSD Docket 05/06/2020 Page 1 of 60

UNITED STATES DISTRICT COURT

CASE NO.: 19-25045 –CIV-MARTINEZ-OTAZO-REYES

Vicky Cornell, individually, JURY TRIAL DEMANDED

Soundgarden, a purported Washington

SOUNDGARDEN’S ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS

Defendant Soundgarden, a Washington general partnership (“Soundgarden”), by and

Complaint is an offensive recitation of false allegations and accusations. Soundgarden

distribute Soundgarden funds to her.

in 2012 to deliver to Mercury Records, a division of Universal Music.

asserts Counterclaims. In the Counterclaims, Soundgarden, together with Soundgarden Recordings

trademark violations and misappropriations relating to social media wrongdoing.

for Extension of Time to Complete Briefing on Defendants’ Motions to Dismiss) ¶ 12 (“Under

Court rules on the pending Motions.”).

completion deadline, as most recently evidenced by Plaintiffs’ refusal to provide interrogatory

described—but previously unfiled—Counterclaims.

Civil Procedure Rule 12(a)(4).

Cornell’s vocal tracks, but denies the remaining allegations in Paragraph 3.

4. Soundgarden denies the allegations in Paragraph 4.

5. Soundgarden denies the allegations in Paragraph 5.

6. Soundgarden denies the allegations in Paragraph 6.

7. Paragraph 7 of the Complaint contains statements of opinion or intent by Plaintiffs

II. PARTIES, JURISDICTION, AND VENUE

9. Soundgarden admits that “Chris was an internationally-renowned musician, singer

in Paragraph 9, and on that basis, denies those allegations.

conducts sufficient business activity in Florida to generate general jurisdiction or venue.

access to the Band’s own official website at https://www.soundgardenworld.com/. Soundgarden

allegations in Paragraph 10, and on that basis, denies those allegations.

remainder of the allegations in Paragraph 11.

remainder of the allegations in Paragraph 12.

remainder of the allegations in Paragraph 13.

15. Soundgarden admits the allegations in Paragraph 15 on information and belief.

Group, Inc. (“Cal Financial”) (D.E. 25, 26, 40, 43).

20. Soundgarden denies the allegations in Paragraph 20.

21. Soundgarden denies the allegations in Paragraph 21.

on that basis, denies those allegations.

(D.E. 25, 26, 40, 43).

response is required Soundgarden denies the allegations in Paragraph 24.

III. FACTUAL BACKGROUND

in Paragraph 25 on information and belief.

multiple writing credits on Soundgarden albums.

27. Soundgarden admits the allegations in Paragraph 27.

28. Soundgarden denies the allegations in footnote 1 of Paragraph 28 to the extent it

29. Soundgarden admits the allegations in Paragraph 29 on information and belief.

30. Soundgarden admits the allegations in Paragraph 30 on information and belief.

32. Soundgarden admits the allegations in Paragraph 32 on information and belief.

34. Soundgarden admits the allegations in Paragraph 34 on information and belief.

35. Soundgarden admits the allegations in Paragraph 35 on information and belief.

36. Soundgarden admits the allegations in Paragraph 36 on information and belief.

Animal. Soundgarden admits the remaining allegations in Paragraph 37.

38. Soundgarden admits the allegations in Paragraph 38.

39. Soundgarden denies the allegations in Paragraph 39.

40. Soundgarden admits the allegations in Paragraph 40 on information and belief.

41. Soundgarden admits the allegations in Paragraph 41 on information and belief.

42. Soundgarden denies the allegations in Paragraph 42.

43. Soundgarden denies the allegations in Paragraph 43.

44. Soundgarden denies the allegations in Paragraph 44.

45. Soundgarden denies the allegations in Paragraph 45.

46. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”

allegations in Paragraph 46, and on that basis, denies those allegations.

48. Soundgarden denies any discussion regarding involvement of a “Trusted Producer”

allegations in Paragraph 48, and on that basis, denies those allegations.

49. Soundgarden denies the allegations in Paragraph 49.

50. Soundgarden denies the allegations in Paragraph 50.

Soundgarden's Countersuit Against Vicky Cornell

Soundgarden's Countersuit Against Vicky Cornell