casa v. caa:gbg, final draft of complaint 6.27

SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY ----------------------------------------------------------------------X CHAMPAGNE AND SPIRITS ALLIANCE, LLC, FISHFORK, LLC, SUMMONS Plaintiff, Index No. _____ - against - Plaintiffs Designate PLAYBOY ENTERPRISES INTERNATIONAL, INC., New York County as the PRODUCTS LICENSING, LLC, place of trial CAA BRAND MANAGEMENT, LLC, CREATIVE ARTISTS AGENCY, LLC, GLOBAL BRANDS GROUP HOLDING LIMITED, GBG INTERNATIONAL HOLDING COMPANY LIMITED, CAA-GBG, LLP, CAA-GBG USA, LLC, KIM HANSEN, NEW CO., MARCO BATISTI, AND JORDAN GOODMAN,

Defendants. ----------------------------------------------------------------------X YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with the summons, to serve a notice of appearance of the day of service. If this summons is not personally served upon you, or if this summons is served upon you outside of the State of New York, then your answer or notice of appearance must be served within thirty (30) days. In case of your failure to appear or answer, judgment will be taken against you by default, for the relief demanded in the complaint.

The basis of venue is CPLR 501 and CPLR 301. Dated: June 28, 2017 New York, New York

Respectfully submitted,

THE LANDAU GROUP, PC

____________________________ Kevin A. Landau 45 Rockefeller Plaza, Suite 2000

!

! #$!

118. Plaintiffs have suffered damages as a result of the conspiracy to defraud, and the

tortious interference, engaged in by the Defendants.

WHEREFORE,

A. Plaintiffs’ respectfully request that this Court enter a judgment against

Defendants’ for all damages to which Plaintiffs’ are entitled to under law and equity, in

an amount to be determined at trial, plus all applicable interest, cost, attorney fees, and

such other relief as this Court deems just and proper; and

B. Plaintiffs’ respectfully request that this Court enjoin the full amount of the film

tax credit totaling $1,950,000.00 to be held in escrow pending judgment in their favor

against Defendants, and to award such other legal and equitable relief as necessary to

make them whole, plus court costs and attorney fees incurred herein.

JURY DEMAND

Plaintiffs’ demand trial by jury on all issues so triable.



By: ____________________________ Kevin A. Landau (P65601) Attorneys for the Plaintiffs 38500 Woodward Ave., Ste. 310 Bloomfield Hills, Michigan 48304 248.686.5916 Dated: July 14, 2014

Generated by CamScanner

FILED: NEW YORK COUNTY CLERK 06/28/2017 11:30 AM INDEX NO. 654545/2017

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/28/2017

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New York, New York 10111 212.537.4025 [email protected]

Attorneys for Champagne and Spirits Alliance, LLC and Fishfork, LLC



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SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY ----------------------------------------------------------------------X CHAMPAGNE AND SPIRITS ALLIANCE, LLC, FISHFORK, LLC,

COMPLAINT AND JURY Plaintiff, DEMAND

Index No. _____ - against -

Plaintiffs Designate PLAYBOY ENTERPRISES INTERNATIONAL, INC., New York County as the PRODUCTS LICENSING, LLC, place of trial CAA BRAND MANAGEMENT, LLC, CREATIVE ARTISTS AGENCY, LLC, GLOBAL BRANDS GROUP HOLDING LIMITED, GBG INTERNATIONAL HOLDING COMPANY LIMITED, CAA-GBG, LLP, CAA-GBG USA, LLC, KIM HANSEN, NEW CO., MARCO BATISTI, AND JORDAN GOODMAN,

Defendants. ----------------------------------------------------------------------X

Plaintiffs’ Champagne and Spirits Alliance, LLC (“CASA”), and Fishfork, LLC

(“Fishfork”), (collectively, “Plaintiff”), by and through their undersigned attorneys, the Landau

Group, PC, as and for their complaint against Defendants’ Playboy Enterprises International,

Inc., Products Licensing, LLC, (collectively, “Playboy”), CAA Brand Management, LLC,

Creative Artists Agency, LLC, (collectively “CAA”), Global Brands Group Holding Limited,

GBG International Holding Company Limited, (collectively, “GBG”), CAA-GBG, LLP, CAA-

GBG USA, LLC, (collectively, “CAA/GBG”), Kim Hansen, Marco Batisti, And Jordan

Goodman, (collectively, “Defendants”), alleges as follows:

PRELIMINARY STATEMENT

1. In 2016 CASA brought a fully formed and structured global licensing deal to Defendants

Playboy, and their global licensing agent CAA-GBG.



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2. After nearly a year of negotiations, Playboy through their licensing agent CAA-GBG, and

their employee, Jordan Goodman, systematically destroyed CASA’s relationships and reputation

with its investors and business associates, snaked a multi-million dollar deal in a malicious and

wanton manner, and utterly decimated CASA’s entire business.

PARTIES, JURISDICTION AND VENUE

3. Plaintiff Champagne and Spirits Alliance, LLC (“CASA”), is a Nevada limited liability

company conducting business in New York.

4. Fishfork, LLC (“Fishfork”), is a Nevada limited liability company conducting business in

New York.

5. Defendant Playboy Enterprises International, Inc. is a Delaware corporation, incorporated

under the laws of Delaware, with a principal place of business in Los Angeles, California.

Playboy is an internationally known and recognized men’s lifestyle magazine and brand.

6. Defendant Products Licensing, LLC, is a Delaware limited liability company organized

under the laws of Delaware, conducting business in New York.

7. Defendants’ CAA Brand Management, LLC, and Creative Artists Agency, LLC,

(collectively “CAA”), are Delaware limited liability companies, conducting business in New

York. CAA is among the largest talent agencies in the world, and has offices throughout the

world, including in New York City

8. Global Brands Group Holding Limited and GBG International Holding Company

Limited, (collectively, “GBG”), is an international licensing and brand management company,

conducting business in New York. GBG is among the largest global licensing and brand

management companies in the world, with offices located in New York City.



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9. In 2016, CAA and GBG entered into a joint venture agreement, and created CAA-GBG,

LLP, and CAA-GBG USA, LLC, (collectively, “CAA/GBG”), which is advertised as the world’s

largest brand management company, and which conducts business in New York, including

offices located in Manhattan.

10. Defendant Kim Hansen is an individual conducting business in New York, New York.

Mr. Hansen entered into a Non-Disclosure, and Non-Circumvention, agreement with CASA,

which contained a forum selection clause for New York, New York.

11. Defendant Marco Batisti is an individual conducting business in New York, New York.

Mr. Batisti entered into a Non-Disclosure, and Non-Circumvention, agreement, with CASA,

which contained a forum selection clause for New York, New York.

12. Defendant Jordan Goodman is an individual conducting business in New York, New

York. Mr. Goodman is an employee of CAA/GBG, and represented Playboy on behalf of

CAA/GBG, as Playboy’s licensing agent, during the times periods alleged in the complaint.

13. CASA’s agreements with certain defendants provides for venue in a federal or state court

in New York, New York. Therefore, venue is proper in this court under CPLR 501.

14. This Court has jurisdiction over Defendants pursuant to CPLR 301 as Defendants

maintain a continuous and systematic course of doing business in New York, with a fair measure

of permanence and continuity.

STATEMENT OF FACTS

15. Prior to Defendant Goodman’s, wanton and malicious actions against CASA, and during

all times herein asserted, Plaintiff was a global licensing partner of Playboy’s for its branded

Champagne, and other non-alcoholic beverages and products.



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16. CASA, with Playboy’s knowledge and initial support, assembled the infrastructure and

long term manufacturing and distributions relationships to pursue expansion of its license for the

inclusion of Playboy-branded Whisky throughout Asia and Europe; as well launch Playboy-

branded nightclubs in Miami and the United Arab Emirates (“UAE”).

17. Breff Gorman, an agent and partner of CASA, drew upon his considerable network in

establishing the financial backing of interested investors located in the UAE.

18. Plaintiffs were able to secure interest financing for said whiskey license, as well as the

Playboy nightclubs, from Vivek Rao of Bond Investments and their affiliates.

19. On or about July 2016, Mr. Rao entered into formal agreements with CASA, relative to

investment into CASA for its Playboy-branded spirits, and other non-alcoholic beverages.

20. Mr. Rao’s interest and considerable financial commitment was codified on July 26, 2016,

when Plaintiff and Centurion Hospitality, Mr. Rao’s specially formed company for the

transaction, entered into a Memorandum of Understanding (“MOU”).

21. The terms and conditions of this MOU included, but were not limited to the following:

a. That Centurion will make a 25% Equity Investment in a special purpose company (“SPC”) that will hold CASA’s rights to market and distribute Playboy Beverages (in the defined Territory);

b. That the SPC will grant Centurion a First Right of Refusal granted for exclusive rights

to market and distribute Playboy Beverages in the territory not currently secured by others; and

c. That Centurion shall have the following obligations:

o Actively, and as a priority, promote Playboy Beverages in the Territory; and o Provide support to CASA for promotion of Playboy Beverages; and o Be available to inject further funding into CASA at a later date for further

expansion of the company; and o That CASA and Centurion will support each other in connection with the above

obligations, including the sharing of information.



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22. One of the signatories to the MOU was a Marco Batisti, who worked with Mr. Rao at

Bond Investments, and who was titled as the CEO of Centurion.

23. Following the MOU, Mr. Batisti also entered into a Non-Disclosure and Non-

Circumvention Agreement with CASA.

24. On or about, October 13, 2016, Plaintiff entered into a non-exclusive agent agreement

with Defendant Kim Hansen, and New Co., to distribute a Playboy-branded vodka and whiskey,

in the defined territories of: India, Poland and Denmark.

25. Mr. Hansen agreed to pay CASA $560,000.00 for the opportunity to distribute Playboy-

branded Vodka and Whiskey in said territories.

26. Further, in August 2016, CASA and Mr. Hansen entered into a non-disclosure, and non-

circumvention agreement (“NCND”).

27. Discussions with Mr. Rao, CASA, Mr. Hansen and Mr. Batisti intensified, and continued

following the foregoing agreements, until Defendant Goodman, CAA-GBG’s employee, and

person charged with overseeing CASA as a Playboy licensee, interfered, and colluded with

Defendants Batisti and Hansen; attempting to deceive the Plaintiffs and procure investment from

Mr. Rao, directly, thereby eliminating CASA’s involvement with the lucrative Playboy license

for whisky and nightclubs.

28. Prior to CASA, Playboy had numerous problems, including litigation, with its agents and

licensees, relative to contract breaches, in such categories as; vodka and whiskey.

29. Playboy-branded clubs, existed throughout the United States in the 1960’s and 1970’s,

were closed in the 1980’s. Several US cities subsequently tried to reopen said clubs in the

2000’s, such as, Las Vegas, however, these attempts failed, and said projects were eventually



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abandoned. To date, there are no Playboy branded, licensed-clubs in the United States; globally,

the Playboy branded, licensed – clubs that exist, are located in London, Hanoi, and India.

30. Playboy’s business model, largely shifted to the Asian markets, where its brand remains

very popular, and where the spirits industry is developing exponentially, especially in the

whiskey category.

31. In June,2015, the Economic Times published an article noting that India’s 290 million

cases of spirits market was the world's second largest after China that consumed 620 million

cases of alcohol every year. See URL: http://economictimes.indiatimes.com/industry/cons-

products/liquor/officers-choice-pips-smirnoff-as-worlds-top-selling-spirits-

brand/articleshow/47741128.cms?intenttarget=no. The article noted that there were only 65,000

licensed spirits retailers in all of India, which equated to just one retail outlet per 18,000 people

in the country, 76 times lower than the global average. See Id.

32. Accordingly, the whiskey market in Asia, particularly in India, is ripe for expansion.

CASA had the contacts, Playboy desired the access.

33. Therefore, Playboy was interested in the new opportunities CASA was negotiating with

Mr. Rao and Bond Investments. Mr. Rao and his company, represented a financial partner with a

proven track record in Asia, who recognized Playboy’s value in said market.

34. On several occasions, Mr. Rao indicated to CASA, that Bond would invest

$30,000,000.00 in CASA and Fishfork, for the Playboy-branded whiskey license deal and

nightclubs, in Miami and Dubai.

35. Plaintiff, during the time periods stated herein, was divided into two (2) companies: (i)

CASA, LLC; and (ii) Fishfork, LLC. CASA was designated as the champagne and spirits arm;

and Fishfork was to oversee the hospitality and nightclubs. .



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36. On August 1, 2016, Playboy provided Fiskfork with a letter to serve as proof of authority

that it was in the process of negotiating an exclusive license with Playboy to open nightclub

lounges bearing the Playboy brand, in certain territories including UAE and Miami, Florida; and

that in lieu an executed license agreement between the parties, that Playboy permitted Fishfork to

hold discussions with potential venue opportunities for said purposes.

37. In early September, 2016, Playboy represented to CASA that it would grant CASA

licensing rights to the vodka brand, for certain territories in Europe and Asia, specifically, India,

Poland and Denmark, despite such license having already been acquired by an unrelated third

party.

38. Similarly, around this time, Playboy represented to CASA that it’s licensing fee for the

Champagne would be deferred until the whisky transaction was complete.

39. On, or around, November of 2016, Defendant Goodman, an agent for CAA/GBG, took

over negotiations for Playboy, relative to CASA’s licensing agreements with Playboy, and the

pending whiskey deal.

40. Mr. Zagni and Mr. Goodman engaged in communications, for several months, in regard

to the whiskey license ; and renegotiating CASA’s pre-existing license agreement for Playboy-

branded champagne..

41. From November 2016 to on or about February 10 , 2017, Mr. Goodman and Mr. Zagni

exchanged correspondence, mainly through text messages, on a daily basis. The sole purpose of

these exchanges, was to negotiate a licensing deal for a Playboy-branded whiskey and vodka.

42. Mr. Zagni and Mr. Goodman exchanged thousands of text messages during this period of

time. Within these text messages the entire whiskey deal is negotiated, and discussed, including,

but not limited to:



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a. specific deal points;

b. the parties involved in the deal;

c. the amount and terms of investment and the parties providing the investment for the deal,

and MOU’s and agreements entered into with said parties, indicating the amount of

investment that was presently offered and available for the deal;

d. distribution partners to the deal, and agreements entered into with said partners, including

NDA and non-circumvention agreements, and investment that was available from said

partners to close the deal;

e. sales agents to the deal, and agreements entered into with said agents;

f. full and complete explanations of who said parties were, and how to contact them;

g. meetings and communications that were held between the foregoing parties to close the

whiskey deal, including the results of said meetings, the amount of money that was

already raised and available to close the deal with Playboy/CAA-GBG; and

h. all documents and agreements already in place with the foregoing named parties

concerning the whiskey deal.

43. Further, Mr. Goodman and Mr. Zagni discussed CASA’s renegotiation of the agreement

for Playboy-branded champagne, to coincide with the new whiskey license.

44. Moreover, during this time, in January 2017, Defendant Goodman requested that Mr.

Zagni, include him in conversations with Mr. Rao, who was to be CASA’s largest investor.

45. Defendant Goodman was a party to phone calls with Mr. Rao, and was aware that Mr.

Rao was agreeable to investing $30,000,000.00 in CASA and Fishfork.



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46. Messrs. Zagni and Goodman exchanged a Non-Binding Deal Memorandum, and entered

into a Binding Deal Memorandum (on behalf of Playboy) following negotiations between the

parties, on or about January 11, 2017.

47. Defendant Goodman, as Playboy’s global licensing agent, drafted a binding deal

memorandum for CASA’s execution.

48. On January 11, 2017, Mr. Goodman assured Mr. Zagni, that the contract was on behalf of

Playboy.

49. The following terms and conditions were included in the negotiated deal memorandum

between CASA and Playboy:

a. That this term sheet was binding between the parties, in accordance with its terms;

b. That this term sheet superseded all prior and/or contemporaneous oral or written

agreements and understandings regarding the subject matter of this term sheet;

c. That the agreement was exclusive between the parties;

d. That the initial territories of said agreement were: Denmark, Poland and India;

e. That the Playboy branded products being licensed were “Playboy Scotch Blended

Whiskey” and “Playboy Single Malt Scotch”;

f. That the minimum Guarantee and Payments were as follows:

i. LY1: $75,000.00; ii. LY2: $100,000.00;

iii. LY3: $150,000.00; iv. LY4: $200,000.00; v. LY5~LY10: $200,000.00 per year, paid in two installments each year;

g. That $75,000.00 would be applied against LY1 of this Term Sheet; and



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h. That $125,000.00 would be applied against the Champagne license contract, with

the balance of LY1 and LY2 of the Champagne terms $375,000.00, to be paid in three separate

$125,000.00 installments or before each of: April 30, 2017, July 31, 2017, and October 31, 2017.

i. That the Product Launch Date was “Within 12 months of executed Definitive

Agreement.”

j. That the following Termination Right was stated as follows:

“Licensee must secure distribution and make available for sale at retail the Licensed Products in all three countries listed in Territory within the first six (6) months of LY1 of this Term Sheet. Should Licensee fail to accomplish the aforementioned, Licensor will have the right in its sole and absolute discretion to terminate this Term Sheet. For the avoidance of doubt, the $200,000 Advance listed in ‘Compensation’ shall be non-refundable or recoupable should Licensor exercise this Termination Right.” 50. On January 11, 2017, Mr. Goodman stated to Mr. Zagni that he could sign the binding

deal memo; and that CAA/GBG’s “lawyers vetted and its good.”

51. Accordingly, a binding deal memo had been entered into between CASA and Playboy,

through negotiations with their licensing agent CAA/GBG, for the whiskey deal, and the terms

and conditions outlined above.

52. Mr. Goodman made numerous representations to Mr. Zagni relative to the whiskey deal,

and stated on several occasions that he was his “partner” in this transaction.

53. As such, CASA was becoming a very lucrative global liquor company which CAA-GBG,

and by extension Playboy, were intimately aware of; the investment was secured; licensing rights

had been negotiated and finalized with CAA-GBG; distribution and production was being

worked out and secured; and a wonderful new global spirits company was set to launch and take

off.



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54. Following the binding deal memo being entered into, Mr. Zagni and Mr. Goodman

continued to correspond on a daily basis, and additional phone calls and communications were

also exchanged with Mr. Rao, with Mr. Goodman being a party to said communications.

55. On February 6, 2017, Mr. Zagni informed Mr. Goodman that Mr. Hansen was attempting

to go around CASA, and that Mr. Hansen had suggested Mr. Goodman was involved. In

response, Mr. Goodman stated: “He’s not going around you with me.”

56. On February 10, 2017, Mr. Zagni stated to Mr. Goodman as follows:

Hi J, I’m hearing lots of rumours from Dubai that Kim [Hansen] has a deal on the table directly with GBG! Can you let me know if this is the case or if you have heard from him. Its getting a little embarrassing as Vivek [Rao] is now aware of the rumours too. We have a NDA with non circumvent in place with Kim so we might need to go legal if the rumours are true.

57. Attached to this correspondence was a copy of the NDA and non-circumvent, CASA had

with Mr. Hansen.

58. Subsequent to this correspondence, Mr. Zagni received a communication, with a letter

attached. The attached letter was from Jordan Goodman, to Kim Hansen, stating as follows:

February 6th, 2017 To: Kim Rene Hansen Re: Playboy Whiskey License Agreement Dear Kim, As Playboy’s official Licensing Agency, CAA-GBG is pleased to allow this letter to serve as a statement of intent to enter into a Binding Deal Memo subject but not limited to, funding & Advance payment as outlined in the Deal Memo. We are excited to move forward and build this business with you and your team. Sincerely Jordan

59. Mr. Zagni frantically sent this letter to Mr. Goodman on February 11, and asked for an

explanation: “Don’t you think I deserve an explanation on what’s going on?”



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60. Mr. Goodman failed to respond. Mr. Zagni subsequently sent him multiple other text

messages requesting the same, Mr. Goodman waited a week to respond, and then merely stated:

“I will call you in the next week or two.”

61. No explanation was forthcoming.

62. Instead, CAA-GBG and Playboy entered into communications and negotiations with

CASA’s former partners, and agents, without CASA.

63. CAA-GBG destroyed all of CASA’s relationships with the parties involved, including

CASA’s preexisting relationship with Playboy, and Mr. Rao.

64. Accordingly, CAA/GBG/Playboy not only ruined CASA’s deal, but destroyed their

credibility with investors and overall reputation.

65. In addition, CAA-GBG/Playboy became vindictive and ruthless, and decided to shut

CASA out, terminate their relationship, and threaten to sue CASA if CASA challenged

Playboy’s actions.

66. Accordingly, the actions of CAA-GBG and Playboy have irreparably damaged CASA,

and cost them their business, relationships, thousands of working hours, and tens of millions of

dollars.

67. CASA seeks justice and brings this action to remedy these wrongs.

CAUSE OF ACTION ONE

TORTIOUS INTERFERENCE WITH A CONTRACT (Against Defendants Goodman, CAA-GBG)

68. Plaintiffs repeat, replead and incorporate by reference each and every allegation of

paragraphs 1 through 67 of this Complaint as set forth in full herein.

69. As more fully set forth above, Plaintiffs possessed valid agreements with the following

parties:



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a. Vivek Rao, and affiliated entities, for the terms outlined in the MOU above, and

investment in the amount of $30,000,000.00;

b. Marco Batisti, which included an NDA and Non-Circumvention agreement, and

related agreements for production and distribution, and initial fees to CASA of $250,000.00;

c. Kim Hansen, which included an NDA and Non-Circumvention agreements; and

the non-exclusive Agent Agreement for Poland, India, and Denmark, with initial fees to CASA

of $560,000.00; and

d. Playboy, which included the exclusive license agreement to license Playboy

branded nightclubs; and the binding deal memo relative to the Playboy branded whiskey deal,

and the renegotiated repayment terms of the prior Champagne license agreement, the terms of

the binding deal memo are outlined in full above.

70. The foregoing contracts were valid and binding contracts.

71. As more fully set forth above, Defendants Goodman and CAA/GBG, knew about the

foregoing contracts, and in some cases actually negotiated them (such as the binding deal

memo), and had requested many of the actual agreements above, directly from CASA, such as

the NDA with Mr. Hansen.

72. Likewise, representatives from Playboy engaged in negotiations and correspondence

directly with representatives from Fishfork relative to the Playboy-branded nightclubs.

73. As more fully set forth above, Defendant Goodman and CAA-GBG intentionally and

improperly procured the breach of the foregoing contracts; and said breach(es) resulted in

substantial and irreparable damage to Plaintiffs.

74. The Defendants’ conduct was and continues to be intentional, and in wanton and

deliberate disregard of Plaintiff’s rights, therefore, the imposition of exemplary and punitive



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damages is warranted, and should be assessed against Defendants to punish Defendants for such

appalling acts.

75. Defendants’ collectively, and each of them individually, by engaging in the

aforementioned acts and/or in authorizing and/or ratifying such acts, engaged in willful,

malicious, intentional, oppressive and despicable conduct, and acted with willful and conscious

disregard of the rights, and welfare of Plaintiff, thereby justifying the award of punitive and

exemplary damages.

WHEREFORE, Plaintiffs respectfully requests actual and compensatory damages in the

amount of $30,000,000.00; and Exemplary and Punitive Damages in an amount in excess of

$5,000,000.00, with costs, interest, and attorneys’ fees; and for such other relief that the Court

deems just and proper.

SECOND CAUSE OF ACTION BREACH OF CONTRACT (Against Defendant Playboy)



77. As more fully set forth above, CASA had multiple agreements with Playboy, including a

licensing agreement for Playboy branded Champagne, and other non-alcoholic beverages, and

co-branded products; and a binding deal memorandum for licensing a Playboy branded Whiskey.

78. Playboy breached its agreements with CASA.

79. Likewise, Fishfork had an agreement with Playboy, relative to licensing Playboy branded

nightclubs in UAE and Miami, Florida.

80. Playboy breached its agreement with Fishfork.



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81. Plaintiffs suffered substantial and irreparable damages as a result of Playboy’s particular

breach(es), that it can prove with reasonable certainty.

82. Based on Playboy’s own formula, Playboy valued the Champagne license at $9,583,333

(based on a 6% royalty rate, with $575,000 in minimum guaranteed payments over a 3 year

period). Therefore, CASA’s damages as a result of Playboy breaching the Champagne license

agreement is $9,008,333.00.

83. Further, based on this formula, Playboy valued the whiskey license at $50,000,000.00

(based on a 6% royalty rate, with $2,975,000.00 in minimum guaranteed payments over a 10

year period). Therefore, CASA’s damages as a result of Playboy breaching the binding deal

memo, and whisky licensing agreement, is $47,025,000.00.

WHEREFORE, Plaintiffs’ respectfully requests actual and compensatory damages of

$56,033,333.00, with costs, interest, and attorneys’ fee.

THIRD CAUSE OF ACTION BREACH OF CONTRACT

(Against Defendant Hansen and New Co.)



85. As more fully set forth above, CASA had multiple agreements with Mr. Hansen,

including an agent agreement, and an NDA and non-circumvention agreement(s).

86. Mr. Hansen breached its agreements with CASA.

87. Plaintiffs suffered damages as a result of Mr. Hansen’s particular breach(es).

WHEREFORE, Plaintiffs’ respectfully requests actual and compensatory damages in an

amount in excess of $560,000.00.

FOURTH CAUSE OF ACTION BREACH OF CONTRACT



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(Against Defendant Batisti)



89. As more fully set forth above, CASA had an NDA and non-circumvention agreement

with CASA.

90. Mr. Batisti breached its agreements with CASA.

91. Plaintiffs suffered damages as a result of Mr. Batisti’s particular breach(es).

WHEREFORE, Plaintiffs’ respectfully requests actual and compensatory damages in an

amount in excess of $250,000.00, with costs, interest, attorneys fees, and for such other relief as

the Court deems just and proper.

FIFTH CAUSE OF ACTION

FRAUD (Against Defendants Goodman, CAA/GBG)



93. As more fully set forth above, multiple instances of fraud occurred in this matter.

94. Defendant Goodman made multiple material misrepresentations of fact to CASA,

specifically, Mr. Zagni.

95. Defendant Goodman made these misrepresentations to CASA with an intent to defraud

them.

96. Mr. Goodman’s misrepresentations to CASA, relative to the whiskey deal, and his

authority, destroyed CASA’s relationship with Playboy; and caused Playboy to issue CASA a

default notice, and threaten suit.



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97. Further, Mr. Goodman’s misrepresentations to CASA’s agents, contractors, and investors

on the whiskey deal, led to said parties breaching their agreements with CASA, to deal directly

with CAA/GBG; thereby eliminating CASA from the whiskey deal, which in turn caused

Plaintiff’s investors and financial partners to terminate their relationship.

98. Certain material misrepresentations made by Defendants Goodman/CAA/GBG, and his

willful and fraudulent actions and conduct, are memorialized in the letter Goodman sent to Kim

Hansen on February 8, 2017.

99. Further, subsequent to this letter, Goodman continued to misrepresent his intentions on

the whiskey deal to CASA, even though said Defendant had already colluded with CASA’s

agents, specifically, Hansen and Batisti, to destroy CASA’s deal, and cut them out of it.

100. Mr. Goodman made such misrepresentations to CASA with an intent to defraud, and

disenfranchise the Plaintiff, and destroy any chance for CASA to perform under the binding deal

memorandum.

101. Plaintiffs’ reasonably relied on Mr. Goodman’s representations as the forgoing illustrates.

102. The conduct of Defendants’ was and continues to be intentional, and in wanton and

deliberate disregard of Plaintiff’s rights, therefore, the imposition of exemplary and punitive

damages is warranted, and should be assessed against Defendants to punish Defendants for such

appalling acts.

103. Defendants’ collectively, and each of them individually, by engaging in the

aforementioned acts and/or in authorizing and/or ratifying such acts, engaged in willful,

malicious, intentional, oppressive and despicable conduct, and acted with willful and conscious

disregard of the rights, and welfare of Plaintiff, thereby justifying the award of punitive and

exemplary damages.



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WHEREFORE, Plaintiffs respectfully request actual and compensatory damages in an

amount in excess of $30,000,000.00, Exemplary and Punitive Damages in an amount in excess

of $5,000,000.00; and costs, interest, and attorneys’ fees; and for such other relief that the Court

deems just and proper.

SIXTH CAUSE OF ACTION NEGLIGENCE/NEGLIGENT MISREPRESENTATION (Against Defendants Goodman, CAA/GBG, and Playboy)



105. CASA had a special or privity like relationship with Defendants Goodman, CAA/GBG

and Playboy, imposing a duty on said Defendants to impart correct information to the Plaintiffs.

106. On or about January 11, 2017, Mr. Goodman informed CASA that the negotiated deal

memo for the whisky license and preexisting license agreement was binding, and was with

Playboy, and could be signed, however, this proved to be wrong.

107. Further, in January 2017, after said negotiations and correspondence, Mr. Goodman

specifically informed CASA, that CASA’s preexisting licensing agreement with Playboy had

been renegotiated, and that any outstanding licensing payments were to be extended to 2017 in

conjunction with the whiskey deal, however, this proved to be wrong.

108. As such, the foregoing information imparted by Goodman and CAA/GBG to CASA was

incorrect or inaccurate, and thus Defendants’ Goodman, CAA/GBG, are liable for negligently

imparting the incorrect or inaccurate information to CASA.

109. CASA reasonably relied on said information to its profound detriment and expense, and

as a result of such reliance, CASA’s relationship with Playboy was tarnished; and a default



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notice was issued by the Defendant, demanding hundreds of thousands of dollars in payments or

else legal proceedings would be immediately pursued.

110. Defendant Playboy imparted incorrect information to CASA and/or made a material

misrepresentation of fact to Fishfork relative to the letter of August 1, 2016, wherein Playboy

provided Fishfork with proof of authority that Fishfork was in the process of negotiating an

exclusive license with Playboy to open nightclub lounges bearing the Playboy brand, in certain

territories including UAE and Miami, Florida; and that in lieu of an executed license agreement

between the parties, that Playboy permitted Fishfork to hold discussions with potential venue

opportunities for said purposes.

111. Plaintiffs’ reasonably relied on Playboy’s representation, as Plaintiffs were in active

negotiations for investment for said nightclubs based on the foregoing authority granted to them

by Playboy.

112. Subsequent to this letter, Playboy represented to Plaintiffs that the letter was non-binding,

which ruined Plaintiffs’ credibility, and wasted its time and considerable efforts spent

negotiating investment for said clubs, and establishing the business thereto.

WHEREFORE, Plaintiffs’ respectfully requests actual and compensatory damages of

$56,033,333.00, with costs, interest, and attorneys’ fee.

SEVENTH CAUSE OF ACTION MISAPPROPRIATION OF LABOR, SKILLS AND EXPENDITURES

(Against All Defendants’)

113. Plaintiff repeats, repleads and incorporates by reference each and every allegation of

paragraphs 1 through 112 of this COMPLAINT as fully set forth herein.

114. Defendants’ misappropriated Plaintiff's labor, skills, expenditures and good will, and

displayed some element of bad faith in doing so.



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115. Plaintiffs spent over a year, and incurred thousands of working hours, and hundreds of

thousands of dollars on the ventures and businesses alleged herein, and on its preexisting

business and license with Playboy, and creating and producing a Playboy-branded Champagne

thereto.

116. Defendants’ defrauded Plaintiffs out of their labor, skills, expenditures and good will,

through deception and by abusing their relationship with Plaintiffs.

117. Defendants’ misappropriation was committed in furtherance of Defendants’ business and

within the scope of their employment of said business.

118. Plaintiffs suffered damages as a result of Defendants’ misappropriation.

WHEREFORE, Plaintiffs respectfully request actual and compensatory damages in an amount

exceeding $1,000,000.00, with costs, interest, and attorneys’ fee; and for any other relief that the

court deems just and proper.

Dated: June 28, 2017 New York, New York Respectfully submitted,


By: ____________________________ Kevin A. Landau 45 Rockefeller Plaza, Suite 2000 New York, New York 10111 212.537.4025 [email protected]

Attorneys for CASA and Fishfork

JURY DEMAND Plaintiffs’ demand a trial by jury, on all issues so triable. Dated: New York, New York June 28, 2017

!

! #$!



WHEREFORE,









JURY DEMAND








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By: ____________________________ Kevin A. Landau 45 Rockefeller Plaza, Suite 2000 New York, New York 10111 212.537.4025 [email protected]

Attorneys for CASA and Fishfork

!

! #$!



WHEREFORE,









JURY DEMAND








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casa v. caa:gbg, final draft of complaint 6.27

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