gleed v. theodore

JS 44C/SDNYREV. 4/2014 *

4 CVET** 5342

The JS-44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings or other papers as required by law, except as provided by local rules of court. This form, approved by theJudicial Conference of the United States in September 1974, is required for use of the Clerk of Court for the purpose ofinitiating the civil docket sheet.

PLAINTIFFS

Jason GleedJUDGE TORRES

DEFENDANTS

ALI DEE THEODORE P/K/A ALI DEE, DEETOWN ENTERTAINMENT, INC.,DAVID JORDAN, CANVAS, INC. D/B/A CANVAS ONE PUBLISHINGAND/OR CANVAS ONE MUSIC. ASCAP. BROADCAST MUSIC. INC.. AND

ATTORNEYS (IF KNOWN)

"JUL * 6 2014

ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER

Robert S. Meloni

Meloni & McCaffrey PC3 Columbus Circle, 15th Fl, New York, NY 10019

CAUSE OF ACTION (CITETHE U.S. CIVIL STATUTE UNDERWHICH YOU ARE FILING ANDWRITE A BRIEFSTATEMENT OF CAUSE)(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)

17 U.S.C. §101 et seq. and 28 U.S.C. §§ 2201: declaration of copyright authorship and ownership

Has this action, case, orproceeding, orone essentially the same been previously filed in SDNY atany time? NtHfesI—budge Previously Assigned

If yes,wasthis case Vol. ("J Invol. |~J Dismissed. No["J Yes [~J If yes,give date &Case No.

IS THISAN INTERNATIONAL ARBITRATION CASE?

(PLACE AN M INONEBOXONLY)

TOUTS

No • Yes •

NATURE OF SUIT

[J 110[]120111301)140

[1150

1115111152

11160

[Xl190

n Tae

niae

PERSONAL INJURY

[ J 310 AIRPLANE[ )315 AIRPLANE PRODUCT

LIABILITY

[ ] 320 ASSAULT, LIBEL &SLANDER

[ ) 330 FEDERALEMPLOYERS'LIABILITY

[ ]340 MARINE[ ] 345 MARINE PRODUCT

LIABILITY

[ ]350 MOTOR VEHICLE[ ]355 MOTOR VEHICLE

PRODUCT LIABILITY

[ ] 360 OTHER PERSONALINJURY

[ J362 PERSONAL INJURY -MED MALPRACTICE

INSURANCE

MARINE

MILLER ACT

NEGOTIABLEINSTRUMENT

RECOVERY OF

OVERPAYMENT &

ENFORCEMENT

OF JUDGMENT

MEDICARE ACTRECOVERY OF

DEFAULTED

STUDENT LOANS

(EXCL VETERANS)RECOVERY OFOVERPAYMENT

OF VETERAN'S

BENEFITSSTOCKHOLDERS

SUITSOTHERCONTRACTCONTRACT

PRODUCT

LIABILITY

FRANCHISE

PERSONAL INJURY FORFEITURE/PENALTY[ ] 367 HEALTHCARePHARMACEUTICAL PERSONAL ( , 625 DRUG RELATEDINJURY/PRODUCT LIABILITY SE|ZURE QF pROpERTy[ ]365 PERSONALINJURY ,1 USC 881

PRODUCT LIABILITY . . RannTUPBI ]368 ASBESTOS PERSONAL l ' 68° OTMtK

INJURY PRODUCT

LIABILITY

PERSONAL PROPERTY

( ]370 OTHER FRAUD[ ] 371 TRUTH IN LENDING

ACTIONS UNDER STATUTES

CIVIL RIGHTS

( ]440 OTHER CIVIL RIGHTS(Non-Prisoner)

[ 1441 VOTING[ ] 442 EMPLOYMENT[ ) 443 HOUSING/

ACCOMMODATIONS[ ]445 AMERICANS WITH

DISABILITIES -

EMPLOYMENT

[ ]446 AMERICANS WITHDISABILITIES -OTHER

[ ]448 EDUCATION

[ ] 380 OTHER PERSONALPROPERTY DAMAGE

[ ] 385 PROPERTY DAMAGEPRODUCT LIABILITY

PRISONER PETITIONS

[ ]463 ALIEN DETAINEE[ ] 510 MOTIONS TO

VACATE SENTENCE

28 USC 2255

[ J530 HABEAS CORPUS[ ] 535 DEATH PENALTY[ ] 540 MANDAMUS & OTHER

REAL PROPERTY

LABOR

[ ]710 FAIR LABORSTANDARDS ACT

[ ] 720 LABOR/MGMTRELATIONS

[ ] 740 RAILWAY LABOR ACT

[ ] 751 FAMILY MEDICALLEAVE ACT (FMLA)

[ ) 790 OTHER LABORLITIGATION

[ J791 EMPL RET INCSECURITY ACT

IMMIGRATION

[ ]462 NATURALIZATIONAPPLICATION

[ ] 465 OTHER IMMIGRATIONACTIONS

11210

[ ]220( ]230

I I 240II 245

(]290

LAND

CONDEMNATION

FORECLOSURE

RENT LEASE &

EJECTMENT

TORTS TO LAND

TORT PRODUCT

LIABILITY

ALL OTHERREAL PROPERTY

Check ifdemanded in complaint:

CHECK IF THIS IS ACLASS ACTIONUNDER F.R.C.P. 23

PRISONER CIVIL RIGHTS

[ ] 550 CIVIL RIGHTS[ ] 555 PRISON CONDITION( ] 560 CIVIL DETAINEE

CONDITIONS OF CONFINEMENT

•"*•*-

ACTIONS UNDER STATUTES

BANKRUPTCY OTHER STATUTES

[ )422 APPEAL28 USC 158

I 1 375 FALSE CLAIMS( (400 STATE

REAPPORTIONMENT

[ ) 423 WITHDRAWAL28 USC 157

PROPERTY RIGHTS

[ )410 ANTITRUST[ ]430 BANKS & BANKING[ 1450 COMMERCE[ ]460 DEPORTATION[ ]470 RACKETEER INFLU

ENCED & CORRUPT

M 620 COPYRIGHTS[ ) 830 PATENT[ J840 TRADEMARK

ORGANIZATION ACT

(RICO)[ ]480 CONSUMER CREDIT[ ] 490 CABLE/SATELLITE TV

SOCIAL SECURITY [ ]850 SECURITIES/COMMODITIES/

( ]861 HIA (1395ff)( ] 862 BLACK LUNG (923)( ]863 DIWC/DIWW (405(g))| ]864 SSID TITLE XVI[ ]865 RSI (405(g))

EXCHANGE

[ ] 890 OTHER STATUTORYACTIONS

[ ] 891 AGRICULTURAL ACTSFEDERAL TAX SUITS

[ ] 870 TAXES (U.S. Plaintiff orDefendant)

[ ] 871 IRS-THIRD PARTY26 USC 7609

[ J 893 ENVIRONMENTALMATTERS

( ) 895 FREEDOM OFINFORMATION ACT

[ ) 896 ARBITRATION

[ ] 899 ADMINISTRATIVE

PROCEDURE ACT/REVIEW OR

APPEAL OF AGENCY DECISION

[ ] 950 CONSTITUTIONALITY OFSTATE STATUTES

•DEMAND $_ OTHER

DO YOU CLAIM THIS CASE IS RELATED TO A CIVIL CASE NOW PENDING IN S.D.N.Y.?

JUDGE DOCKET NUMBER

CheckYES onlyifdemandedincomplaintJURY DEMAND: S YES LJNO NOTE: You must also submit at the time of filing the Statement of Relatedness form (Form IH-32).

(PLACE ANx INONE BOX ONLY) ORIGIN

HD 1 Original U 2 Removed from L-l 3 Remanded D 4 Reinstated or O 5 Transferred from • 6 MultidistrictProceeding 5,ate Q0urx from Reopened (Specify District) Litigation

• a. .Ilp.rttor.pn.mt.d Appellate1—' Court

I | b. At lust oneparty Is pro se.

(PLACEANxINONEBOXONLY) BASIS OF JURISDICTION IFDIVERSITY, INDICATE• 1 U.S. PLAINTIFF • 2 U.S. DEFENDANT [x] 3 FEDERAL QUESTION D4 DIVERSITY CITIZENSHIP BELOW.

(U.S. NOT A PARTY)

CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)

(Place an [X] in one box for Plaintiff and one box for Defendant)

I I 7 Appeal toDistrictJudge fromMagistrate JudgeJudgment

CITIZEN OF THIS STATE

PTF DEF

[]1 []1 CITIZEN OR SUBJECT OF A

FOREIGN COUNTRY

PTF DEF

[]3[]3PTF DEF

INCORPORATED and PRINCIPAL PLACE [ ) 5 [ ] 5OF BUSINESS IN ANOTHER STATE

CITIZEN OF ANOTHER STATE [ ] 2 [ ] 2 INCORPORATED or PRINCIPAL PLACE [ ] 4 [ ] 4OF BUSINESS IN THIS STATE

FOREIGN NATION []6 []6

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)

Jason Gleed

c/o Gleedsville, Inc.635 North Naomi Street

Burbank, CA 91505

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

AN Dee Theodore and Deetown: 373 Park Avenue South, New York, NY 10016 (NY County)Canvas Inc., Format Entertainment and David Jordan: 4610 Hollywood Blvd., Los Angeles, CA 90028Broadcast Music, Inc.: 7 World Trade Center, 250 Greenwich Street, New York, NY 10007-0030ASCAP: 1 Lincoln Plaza, New York, New York 10023

DEFENDANT(S) ADDRESS UNKNOWNREPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN

RE9IBENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:

JOHN DOE ENTITIES 1 THROUGH 10,

Check one: THIS ACTION SHOULD BEASSIGNED TO: • WHITE PLAINS(DONOTcheck either box ifthis a PRISpNER PETITION/PRISONER CIVIL RIGHTSCOMPLAINT.)

DATE 7/16/2014 -SfGfiATUR^FATTORNaYOFREQTORD

S MANHATTAN

RECEIPT #

Magistrate Judge is to be designated by the Clerk of the Court.

Magistrate Judge

ADMITTED TO PRACTICE IN THIS DISTRICT

[] NOpfl YES (DATE ADMITTED Mo.12 Yr. 1982 )Attorney Bar Code # 1708O8O

v/ J-^C1 is so Designated.

Ruby J. Krajick, Clerk of Court by. Deputy Clerk, DATED.

UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

JASON GLEED

o

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

Gleed, Case No.

-against-

ALI DEE THEODORE P/K/A ALI DEE,DEETOWN ENTERTAINMENT, INC., DAVIDJORDAN, CANVAS, INC. D/B/A CANVAS ONEPUBLISHING AND/OR CANVAS ONE MUSIC,BROADCAST MUSIC, INC., THE AMERICANSOCIETY OF COMPOSERS, AUTHORS ANDPUBLISHERS, AND JOHN DOE ENTITIES 1THROUGH 10,

14 CV 5349COMPLAINT & JURY DEMAND

JUDGE TORRES

Defendants.

Jason Gleed. ("Plaintiff or "Gleed"), by his attorneys Meloni & McCaffrey, P.C., as anff_..;•=: CO

for his Complaint, alleges as follows:

INTRODUCTIONen :x:F

d m

o.z<-Gleed, a talented musician, songwriter and performer, moved to this country from hf§2

home in Canada to express his creativity and make his fortune in New York City. Like any

ambitious talent that wants to quickly become established in the music business, Gleed set his

sights on JSM Music, the then pinnacle in the world of commercial advertising music that had

accumulated a wealth of gold and platinum records, Grammy and Emmy awards, and every

advertising award imaginable.

At JSM, Gleed quickly established himself as a first among equals and was awarded a

majority of the major projects from a client roster that included Hershey's, American Express,

Dove, Chevrolet, Bacardi, Dodge and Lincoln. With his meteoric creative success came

economic remuneration and soon Gleed had saved almost $300,000.

During this period, Gleed was introduced to Defendant Ali Dee Theodore ("Theodore" or

"Defendant"), a charismatic music producer who sometimes provided independent services for

JSM. Theodore had his own growing film music business that he called Deetown. In late 2006,

Theodore convinced Gleed to moonlight on some film projects Theodore was soliciting;

including what was to become the first of the three films in the Alvin and The Chipmunks Movie

franchise. Gleed worked hard on this project and put in long hours working late into the night.

Based substantially upon Gleed's talents and efforts, Deetown was awarded the soundtrack work

for the film franchise. Thereafter, Theodore cleverly poached Gleed from JSM Music and

convinced him to come and work onDeetown's film and commercial projects as an independent

contractor.

Theodore promised Gleed that he would be compensated for his creative work as a

songwriter, performer, producer and composer, and that he would be paid his pro-rata share on

anything Gleed worked on, including all royalties payable in the future. Gleed never signed any

agreement to that effect and Theodore never kept his promise. Instead, Theodore surreptitiously

attempted to alienate Gleed from his intellectual property rights as well as his money.

JURISDICTION AND VENUE

1. This Court has original and exclusive subject matter jurisdiction over this action

pursuant to 28 U.S.C. §§ 2201, 1331 and 1338(a) because of the federal questions raised

pursuant to the Declaratory Judgment Act and since some ofthe claims alleged herein concern

federal questions which arise under the Copyright Act of 1976, as amended (the "Copyright

Act"), 17 U.S.C. §101 et seq. This Court has supplemental jurisdiction under 28 U.S.C. §1367

0

over Gleed's state-law claims which arise from the same transactions or occurrences and

implicate the same questions offact and related questions oflaw.

2. Venue is proper in the Southern District of New York under 28 U.S.C. §1391

where the Defendants are subject to personal jurisdiction and are doing business, and where the

acts complained of occurred or originated in such district. Venue is also proper in this judicial

district pursuant to 28 U.S.C. §1400(a).

PARTIES

3. Plaintiff Jason Gleed is a citizen of Canada and is a permanent resident of the

State of California.

4. During the relevant time period, Gleed's business operated through his wholly

owned company, Gleedsville, Inc., a New York corporation with offices located within the

jurisdiction and venue ofthis Court during the relevant time period herein.

5. Defendant Ali Dee Theodore ("Theodore") is a citizen of the United States and a

resident of New York State. Theodore works and lives within the jurisdiction and venue of this

Court.

6. Defendant Deetown Entertainment, Inc. ("Deetown") is an entity formed and

operated by Defendant Theodore and others, including the other defendants in this action.

However, throughout the relevant time period, Defendant Theodore exercised complete

dominion and control over Deetown. Deetown is a resident of the State of New York and its

offices are located within the jurisdiction and venue of this Court.

7. Upon information and belief, Theodore is now, and at all relevant times has been,

an owner of Deetown and exercises total control over its affairs. In fact, Theodore's domination

of Deetown is so complete that the entity is merelyhis alter ego.

©

8. Upon information and belief, Theodore now operates, and at all relevant times has

operated, Deetown in violation ofthe Business Corporation Law ofNew York by disregarding

the corporate form required to give corporations an independent legal existence under that Law,

intermingling assets of Theodore and Deetown for their mutual convenience. As a result,

Deetown and Theodore are the alter egos of each other.

9. Because Deetown is merely a device through which Theodore operates, Deetown

and Theodore are the alter egos of each other and, therefore, Deetown is liable for any breaches

by Theodore of the oral agreement with Gleed, and vice versa.

10. Upon information and belief, Dave Jordan ("Jordan"), a resident of the State of

California, does business throughout the United States, including substantial business in the State

of New York and within the jurisdiction and venue of this Court, through Canvas, Inc. and

Format Entertainment.

11. Defendant Canvas, Inc., doing business as Canvas One Publishing and Canvas

One Music ("Canvas") is a resident of the State of California doing business throughout the

United States, including substantial business in the State ofNew York and within the jurisdiction

and venue of this Court. Upon information and belief, Canvas' music publishing catalogue is

administered in theUnited States by Songs of Kobalt Music Publishing, with offices in the City,

County and State ofNew York.

12. Defendant Format Entertainment ("Format") is a resident of the State of

California doing business throughout the United States, including substantial business in the

State ofNew York and within the jurisdiction and venue of this Court.

13. Defendant Broadcast Music, Inc. ("BMI") is a resident ofthe State ofNew York

doing business throughout the United States, including substantial business in the State of New

York and within thejurisdiction and venue of this Court.

14. Defendant The American Society Of Composers, Authors, and Publishers

("ASCAP") is aresident of the State of New York doing business throughout the United States,

including substantial business in the State of New York and within the jurisdiction and venue of

this Court.

15. John Doe Entities 1-10 are entities that are yet unknown or not necessarily

germane to the allegations in the Complaint but are believed to have conspired with and/or aided

and abetted the remaining Defendants in the conduct alleged herein.

SUMMARY OF FACTS

A. deed's Creative History.

16. In the 1990s, Jason Gleed began performing as a solo artist, as a member of

various rock bands, and as the leader ofthe electronic trip-hop band called The Jonah Complex.

During this period he also became heavily immersed in the electronic dance music scene, and at

some point towards the end of that decade formed aduo p/k/a Hatjak with George Hatiras p/k/a

DJ Hatiras. The two men toured the world with Gleed serving as vocalist and instrumentalist.

Hatjak continued to tourintermittently until 2009.

17. In the late 1990s, one of deed's high school friends opened a music production

studio, which came to be known as Grayson Matthews Audio. Gleed was invited to work with

the start-up and he threw himself into the opportunity. Over the next five years Gleed worked

day and night perfecting his craft. By 2001, Grayson Matthews Audio had become the hottest

TV commercial music company in Canada.

18. By 2004, Gleed had created an impressive music reel comprised of his award

winning work for some ofCanada's largest companies including Coke, Pepsi, Subaru, Wal-Mart,

McDonalds, Budweiser and some of Canada' largest Ad Agencies including BBDO, Leo

Burnett, Publicis, DDB and Cossette. Gleed nonetheless turned down an offer of partnership in

Grayson Matthews, and began working freelance while he started exploring employment

opportunities in New York City.

19. By 2005, Gleed had obtained offers of employment from some of the largest

commercial music studios in the business, includingElias Arts, Face The Music and JSM Music.

20. JSM offered Gleed the best financial package and the most diverse creative

direction, so in 2006, JSM sponsored Gleed's first O-IB Temporary Work Visa, and paid to

relocate Gleed to New York City with an offer of full-time employment valid until January 1,

2008.

21. Gleed's career took off from the moment he landed at JSM, and throughout 2006

and 2007, Gleed's music jingles dominated American advertisements. He won national

campaigns for Chevy, Ford, Alltel and Pepsi and got the opportunity to work on commercials

with talent from all ends of the entertainment spectrum, from Rev. Run, of Run DMC, to Kelly

Clarkson. Despite being on a base of $80,000 per year, his income was bolstered by

considerable performance income for vocal performances via the Screen Actors Guild and/or the

American Federation Of Television And Radio Artists (hereafter collectively called "SAG-

^^m

AFTRA"),1 and for instrumental performances via The American Federation ofMusicians ("AF

of M") until it exceeded $300,000.

B. Deetown and The Jordan Companies.

22. During Gleed's tenure at JSM, he was one of a group of seven writers and

performers. Ali Dee Theodore was an independent music producer who had established his own

special niche at JSM. Theodore's office space at JSM was always bustling with activity, and

Gleed soon learned that Theodore was developing a burgeoning film music business.

23. Gleed's tremendous success as a songwriter and producer at JSM was self-

evident. He was a self-contained producer, composing music and lyrics, performing all

instrumentals and vocals, and producing the final sound recordings entirely on his own.

Recognizing that Gleed was an incredibly valuable asset, Theodore approached Gleed in late

2006 to write and produce demos for submission to 20th Century Fox for the first Alvin and The

Chipmunks movie, set for release in December 2007. Theodore entrusted Gleed with arranging,

performing, and co-producing a rock version of the classic "Chipmunk Song"; as well as co-

writing, performing, and co-producing an original song, "Follow Me Now." Gleed's exceptional

work product helped secure the contract for Deetown to do the entire soundtrack. Gleed then

went on to write and perform another original song titled, "Abyss Of Death", effectively

becoming the singing voice of the iconic Dave Seville character, as well as performing lead

vocals for a cover of the Ramones' "California Sun". This soundtrack eventually went on to win

the American Music Award for Best Soundtrack in 2008. Theodore agreed to pay Gleed

1Until March 30, 2012 the Screen Actors Guild andThe American Federation of Television and Radio Artists weretwo separate unions. They have since merged into a single union called SAG-AFTRA. Any references to SAGalone herein, orinany Exhibits, shall henceforth refer to both SAG and AFTRA asapplicable, aswell asthe mergedSAG-AFTRA performance union.

$15,000 for his production work on this film, and Theodore assured Gleed he would receive all

applicable AF ofMand SAG-AFTRA income separately.

24. It was during this initial project with Theodore that Gleed became aware of

Theodore's business relationship with Dave Jordan, a successful music supervisor and music

publisher in Los Angeles. Dave Jordan owns and operates Format Entertainment, a music

supervision company with numerous staff music supervisors. Jordan also manages numerous

music catalogs, such as Canvas One, comprised of songs available for licensing to film and

television.

25. In mid-2007, Gleed was asked by Dave Jordan directly to compose and produce

an original song to be licensed for the film, "American Pie: Beta House". Theodore was

unavailable at the time, so Gleed took onthe task alone - composing, performing, producing and

mixing a songfor that film entitled "My Everything".

26. Around this time, Theodore and Gleed first discussed Deetown's arrangement

with Dave Jordan regarding songs licensed from the Canvas song catalog (hereafter the

"Licensed Works"). Theodore assured Gleed that he never participated in the so-called

"publisher's share" of the music license income under that arrangement. Theodore also told

Gleed that he would split all Deetown license income (hereafter the "License Fee") with Gleed

pro rata among the writers and producers ofany particular licensed song. In this case regarding

the song licensed to American Pie Beta House, the License Fee Theodore claimed to receive

from Dave Jordan was $5,000, so he agreed to pay Gleed $2,500.

27. In late 2007, Theodore made an effort to lure Gleed to work on more Deetown

projects. On December 17, 2007, Deetown successfully petitioned to secure a concurrent O-IB

Temporary Work Visa for Gleed. Theodore offered Gleed a chance to work on numerous

8

exciting film and TV projects, and promised that within ayear his annual income would build to

amounts far surpassing anything Gleed had ever known at JSM. The latter promise proved to be

untrue during Gleed's time as an independent contractor for Deetown, as his annual income

steadily declined each year despite his creative success working on big-budget Hollywood

blockbusters.

28. Gleed was torn about giving up his lucrative position at JSM, but Theodore was

relentless in his pursuit, and advised Gleed, "in order to reach higher levels of success,

sometimes youjust need to take a blind leap of faith."

29. In February 2008, Gleed finally agreed to leave JSM so he could work on

Deetown projects as an independent contractor, as is permitted under his O-IB Temporary Work

Visa, focusing on the film and televisionbusiness.

30. Soon after leaving JSM, Gleed set to work on a number of big-budget film

projects for Deetown, including "Speed Racer", "What Happens In Vegas", and "Hannah

Montana: The Movie". Gleed continued his success on a creative level that he had demonstrated

with Grayson Matthews and JSM.

31. As an independent contractor for Deetown, Gleed worked in various creative

capacities on a number ofhigh profile film and television projects, including, without limitation,

the Alvin and TheChipmunks film franchise, the most recent Muppets film and the Matt Damon

film "The Adjustment Bureau". Gleed also worked on numerous large advertising projects,

including campaigns for Best Buy and AT&T. A copy of the schedule of those projects and the

capacity Gleed performed on themis attached hereto as Exhibit A.

32. Some of these projects involved Licensed Works. Typically a Licensed Work

allowed for a limited, non-exclusive usage of a particularpiece of music taken from the Canvas

catalog ofsongs. These songs were typically made available for license to multiple clients in

multiple projects.

33. Others tasks involved custom-made, original compositions and/or productions

only for use in a specific film or television project (hereafter the "Original Works").

34. Whether a job utilized a Licensed Work or Original Work was dependent upon

the wants and needs of the Film, Television or Advertising Companies.

35. Upon information and belief, the Film, Television or Advertising Companies

demanded an ownership interest in the Original Works. Some examples of Original Works

would include, without limitation: (a) A remix or remake of a pre-existing song only for use in a

specific project, such as the remake ofthe theme song for Speed Racer in the Warner Brothers

"Speed Racer" movie in 2008; (b) An entirely original composition and recording made

specifically for one film only, such as the song "Let's Talk About Me" for the 2011 Muppets

movie; (c) An original theme song for a specific TV show, such as the theme for Disney's "So

Random"; (d) A song previously available as a Licensed Work that was purchased by a Film,

Television, or Advertising company for a specific project, such as the song "All The Way Up"

which had been previously licensed numerous times to various companies for various projects,

but then sold to the Disney Company for the television show, Shake It Up, and its associated

soundtrack, thus making it no longer available for future exploitation as a Licensed Work; or (e)

An original advertising composition created for use by a specific company, such as the music for

the2008 Best Buy holiday television campaign. Upon information and belief, in these instances

involving Original Works the hiring Film, Television or Advertising Company would typically

pay Deetown and/or Theodore and/or Jordan and/or the Jordan Companies, one or two separate

fees for a musical work as applicable - one for the rights to the musical composition(s) (the

10

^B

"Songwriting Fee") and one for the rights to the recording(s) performed and produced of that

composition (the "Production Fee"). In some instances, they would also pay fees for demo or

exploratory work (the "Demo Fee"). Finally, in other instances, a consolatory fee is paid when a

large amount ofwork is put into a project, usually to completion, that is ultimately canceled for

some unforeseen reason (the "Kill Fee").

36. In exchange for Gleed's creative services as an independent contractor, Theodore

promised to pay Gleed apro rata, equal share of all income received by Theodore from any

source, including monies received by any of Theodore's companies, which would include,

without limitation, License Fees, Production Fees, Songwriting Fees, Demo Fees, Kill Fees,

or any recurring payments such as royalties, to be split equally among Gleed, and any other

writer, composer, or producer that contributed significantly to the particular composition and/or

soundrecording that resulted from Gleed's creative services.

37. Additionally, where Gleed functioned in the capacity of a writer or composer on a

particular composition and/or sound recording, Theodore promised Gleed a pro rata, equal

portion of the so-called writer's share, as reflected in the PRO registrations, and all associated

writer's performance royalties. Where Gleed performed in the capacity of producer on a

particular composition and/or sound recording, Theodore promised Gleed a pro rata, equal

portion of all producer royalties based on song and/or soundtrack sales split between the

producers. Furthermore, Theodore promised Gleed that hewould receive all relevant labor union

payments due to him. Theodore also assured Gleed he would be given proper professional

credit, typically on-screen, in thecapacities in which heperformed for a particular project.

11

^m

38. Gleed and Theodore never discussed or reached any agreement with respect to the

ownership of any copyrights in and to the compositions and/or sound recordings that involved

Gleed's creative services.

39. Gleed's oral agreement with Theodore was never memorialized in a writing

signed by Gleed.

40. In March 2008, Theodore attempted to have Gleed sign a contract with Dave

Jordan and Canvas Inc. The draft agreement submitted to Gleed by Theodore, which was neither

approved nor executed by Gleed, provided that Canvas, Inc. would become sole administrator of

all musical compositions written by Gleed, and required Gleed to assign to Canvas 100% of his

so-called "publisher's share" in perpetuity. Gleed was advised not to sign this contract by his

then counsel, who revised and delivered a new draft contract to Theodore in September 2008.

Theodore told Gleed he would pass this new draft on to Dave Jordan for review. Theodore was

insistent that he should remain the bridge of communication between Gleed and Jordan in this

matter.

41. Despite Gleed's inquiries to Theodore, no mention of this new draft was ever

made again by Theodore or Jordan, and no contracts were ever signed by Gleed.

42. In 2012, Gleed discovered that someone had forged Gleed's signature on a copy

of the original draft submitted by Theodore, and forwarding that "signed" document to Canvas.

Theodore has since admitted to signing Gleed's name on this contract. Gleed never gave

Theodore consent to sign this contract on his behalf, or otherwise affirmed the contract after the

fact.

43. Furthermore, upon information and belief, Dave Jordan and/or the Jordan

Companies would take a twenty percent commission on the all fees payable to Deetown by the

12

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Film, Television or Advertising Companies with respect to each Original Work, including a

twenty percent commission on Gleed's share of that income. This practice included, without

limitation, taking commissions on the Songwriting Fee, the Production Fee, the Demo Fee, the

Kill Fee, or any royalties generated by the exploitation of the music. However, Gleed never

knew of this arrangement, never agreed to this arrangement and never directly retained the

Jordan Companies as his agent in any capacity to obtain the employment at issue.

Upon information and belief, without Gleed's knowledge or authorization, Theodorepermitted the Jordan Companies to improperly retain this commission from the Film,Television or Advertising Company payments, which were then charged,pro-ratabasedon Gleed's contributions, against any share paid or due Gleed for the work he performedon the Original Works. Theodore benefitted from surreptitiously causing Gleed to sharein Theodore's obligationto pay commission to the Jordan Companies because it directlyreduced Theodore's contractual obligation to the Jordan Companies

C. Workflow And Payments.

44. From the beginning, Gleed controlled both the manner and means of each creation

from start to finish. He exercised his discretion to work either out of his own home studios in

New York and Toronto, on the road in hotel rooms, or at Deetown's studio. The vast majority of

the time he used his own equipment and instruments. He employed highly specific and unique

skills honed over many years. He made his own hours and completed work on his own timeline,

subject only to deadlines imposed by the Film, Television or Advertising Companies. Gleed

always had the right to refuse Deetownprojects and was free to work on other projects for other

companies.

45. Gleed did not receive a salary or any employeebenefits, and no tax withholdings

on any payments were ever deducted by Deetown. Gleed was not issued a W-2 from Deetown in

any year during his time working on their projects, and he paid his own taxes as an independent

contractor. Despite Gleed's consistently excellent creative work product, output and results for

13

^B

Deetown projects, the remuneration didn't track his efforts or comport with what Theodore

promised Gleed, as Gleed later discovered. Gleed received random, periodic payments from

Theodore for his work. Gleed was never properly accounted to at any time during his time

providing independent contractor services for Deetown, despite his repeated demands for the

same, and upon information and belief, Gleed has not been paid his full pro rata, equal share of

the income Theodore has received from each and every Gleed-related composition and/or sound

recording.

46. Furthermore, any payments that were made by Theodore for Gleed's services

were made to Gleed's company, Gleedsville, Inc.

D. Labor Union Work.

47. As part of his services on the Deetown projects, Gleed would often perform

vocals for some of the films in which Gleed's musical work was incorporated. For example,

Gleed has performed vocals for some of the animated characters, and as a featured solo vocal

performer, in the "Alvin and The Chipmunks" franchise. In these circumstances, Gleed was

supposed to be compensated separately for those services by the Film, Television or Advertising

Companies, and properly credited for that work with SAG-AFTRA so that Gleed received the

proper payments for performing those roles (both upfront session fees and residual payments)

and proper credit towards his Health and Pension plans with SAG-AFTRA. Gleed had been a

dues-paying member of SAG-AFTRA since 2006, and was a member in good standing

throughout his time as an independent contractor with Deetown. A copy of the scheduleof those

projects where Gleed performed as a vocalist is attached hereto as Exhibit B.

14

^B

48. From January-December 2007, Gleed worked on the first Alvin and the

Chipmunks film entitled Alvin and the Chipmunks (2007) ("Chipmunks I"). He wrote and

performed the lead human vocals and some backing vocals of some of the Chipmunk characters

on the song "Follow Me Now", performed and arranged 100% of the instrumentals of the rock

version of the "The Chipmunk Song (Christmas Don't Be Late)" as well as sang some backing

vocals of the Chipmunks characters, composed and performed lead human vocals for the song

"Abyss Of Death", and performed the lead human vocals on the cover of the Ramones' song,

"California Sun". In addition, Gleed wrote and performed 5 instrumental and vocal demos for

the "Abyss Of Death" scene, performed and arranged various versions of the "The Chipmunk

Song (Christmas Don't Be Late)", did an instrumental and vocal demo for the romantic scene,

and made numerous revisions to all of Gleed's vocal and instrumental parts on various track

demos as per instructions from executives of Fox 2000 Pictures, a subsidiary of Twentieth

Century Fox Film Corporation ("Fox Films").

49. Without Gleed's knowledge or consent, in October 2007, Theodore submitted the

Deetown singer list, along with Ali's personal determination as to the number of hours Gleed

workedas a vocalist, on Chipmunks I to Fox Films. Theodore failed to properly credit Gleed for

his SAG related services. Theodore would decide what performer shares he thought Gleed

shouldreceive, and report those shares to the Film, Television or Advertising Companies without

ever consulting Gleed about their accuracy, which were never disclosed to Gleed. Indeed, upon

information and belief, Theodore credited other persons, including Theodore, for Gleed's vocal

performances in the film. As a result, Gleed was not paid for his vocals by Fox Films, and his

SAG Health and Pension accounts were adversely affected. Instead Fox Films has paid, and

continues to pay, the entire amount required for Gleed's vocals, including repeat-broadcast

15

^p

residuals, to Deetown and/or Theodore, leaving Gleed without any recourse. All this despite

Gleed being visibly credited as a vocal performer in the end credits of the film, and on the

soundtrack album credits.

50. In addition, Gleed's work as a musician on numerous film soundtracks and

soundtrack albums was improperly credited with the American Federation of Musicians union

("AF of M") on films that were signatory to the union, thus required to pay all instrumentalists

involved with the film. Gleed is a skilled multi-instrumentalist, and would often perform all of

the musical instrumentals on the sound recordings embodied in the film soundtracks and

soundtrack albums he was asked to work on, and yet his account with the AF of M would not be

properly credited, resulting in Gleed losing both the resulting payment for that performance, and

the proper credit towards his union health and pension plan. Furthermore, Gleed has lost

considerable income via the Film Musicians Secondary Market Fund, which pays AF of M

musicians' additional fees once a film transitions from the big screen to any other form ofmedia.

A copy of the schedule of those projects where Gleed performed as a musician is attached hereto

as Exhibit C.

51. It was later learned that in some instances Theodore intentionally left Gleed off

AF of M contracts entirely. For example, Gleed performed the entire instrumental for the cover

version of "Real Wild Child" for the on-screen version in "Alvin and the Chipmunks:

Chipwrecked" (2011) ("Chipmunks III"). Theodore willfully excluded Gleed from the musician

contracts that were filed with the AF of M for this film after explicitly engaging Gleed to

perform and produce this instrumental, and provide Deetown with the final mix elements to

submit to Fox. Theodore, who did not perform any instrumentation whatsoever on this piece of

music, as well as others in the Deetown stable at Theodore's direction, have been collectingAF

16

©

of M monies for Gleed's performance in this film, and collecting Gleed's contributions towards

their own pension and health. See Exhibit C.

E. Copyright Ownership.

52. As previously stated, Gleed and Theodore never discussed or reached any

agreement with respect to the ownership of any copyrights in and to the compositions and/or

sound recordings that involved Gleed's creative services.

53. Upon information and belief, Theodore, along with the Jordan Companies,

maintains control of the copyrights and/or receives an income participation in the publisher's

share of all publishing income generated by the compositions created in whole and/or in partby

Gleed ("Gleed Compositions").

54. Pursuant to music industry custom, in the absence of an agreement to the

contrary, music-publishing income from the exploitation of musical compositions is divided

equally between the music publisher, on the one hand, and the songwriters, on the other hand.

55. Theodore and Gleed never discussed, no less agreed upon, anything having to do

with the ownership of the copyrights of the Gleed Compositions. Gleed never signed any

document, including the document containing the forged signature referred to in paragraph 42,

above, and never specifically agreed that any copyright ownership interests in his music, to the

extent of his authorship share, would be assigned to anyone. As a result, Theodore and/or his

companies and/or the Jordan Companies have no ownership interest in any of Gleed's share of

the copyrights in the Gleed Compositions.

17

^a

COUNT I - BREACH OF CONTRACT

(Defendants Theodore and Deetown)

56. Gleed incorporates herein by reference in their entirety the allegations set forth in

the paragraphs 1 through 57 of this Complaint as if fully restated herein.

57. Through their misconduct, Theodore and Deetown have surreptitiously and

intentionally circumvented and vitiated Gleed's rights to receive an equal, pro-rata share of all

income generated by Gleed's prolific contributions to the musical works for the numerous film

and television projects created during Gleed's tenure as independent contractor for Theodore and

Deetown.

58. Through the aforementioned actions, Theodore and Deetown have concealed

monies otherwise due to Gleed through their agreements with Canvas and Format (hereinafter

referred to collectively as the "Jordan Companies").

59. As a result thereof, Theodore and Deetown have materially breached their oral

agreement to pay Gleed, on an equal pro-rata basis, all economic benefits Theodore received

through his exploitation of Gleed's creative works.

60. Gleed is without knowledge of the exact amount of monies due him from

Theodore and Deetown with respect to the exploitation of the musical compositions created in

whole and/or in part by Gleed ("Gleed Compositions"), and all recordings of those compositions

which were produced by Gleed and/or which embody his vocal and/or instrumental

performances during his tenure as an independent contractor with Deetown ("Gleed

Recordings"). The Gleed Compositions and the Gleed Recordings are herein below collectively

referred to as the "Gleed Works."

61. Gleed cannot obtain such knowledge or ascertain the exact amount of such

monies without a detailed accounting from Theodore and Deetown, with the assistance of Dave

18

^m

Jordan and the Jordan Companies, who have sole and exclusive knowledge of the income

derived from the license, use and/or other exploitation of the Gleed Works.

62. Gleed is entitled to an order of this Court directing Theodore and Deetown to

provide an accurate accounting which specifies in complete detail the information and

documents, including, without limitation, all related contracts concerning the exploitation of the

Gleed Works, necessary for an audit of their books and records relating to the use, licensing,

sale, performance or other exploitation of the Gleed Works.

63. Furthermore, Gleed demands that Theodore and Deetown make immediate and

appropriate payments to Gleed for any and all deficiencies established as a result of that

accounting, in an amount to be determined at trial, but in no event less than the jurisdictional

limit of this Court.

COUNT II - BREACH OF CONTRACT




65. Gleed is an author or co-author of the Gleed Works.

66. As more fully alleged in Count IV and Count V herein, Gleed also owns a ratable

share of all copyright interests in each of the Gleed Works, pro-rated to reflect his individual

authorship contributions.

67. Although in some instances Gleed had agreed to a limited non-exclusive license

of the Gleed Works to Film, Television or Advertising Companies, subject to the terms of his

oral agreement with Deetown, he did not authorize or consent to any assignment of his ratable

ownership share of the copyright ownership therein.

19

^B

68. Upon information and belief, Defendants Theodore and Deetown improperly

assigned Gleed's share of the copyright ownership interests in certain Gleed Works, including

improper assignments to Canvas and/or the Film, Television or Advertising Companies, without

Gleed's knowledge, permission or consent. This improper conduct includes the forging of

Gleed's purported signature on the document referred to in paragraph42, above.

69. Besides constituting a violation of Gleed's rights under the Copyright Act, 17

U.S.C. 101, et seq., these improper assignments constituted a material breach of the oral

agreement, to the extent that they deprived Gleed of his ratable share in all copyright ownership

interests owned by Gleed in the Gleed Works.

70. As a result thereof, Gleed has been damaged in an amount to be proved at trial,

but in no event less than the jurisdictional limit of this Court.

COUNT III - FRAUD




72. Theodore had an obligation to Gleed and other performers to correctly report all

information concerning artist's performances and credits to each Film, Television or Advertising

Company for whom Gleed's vocal performance appears as part of the song incorporated into

their SAG-AFTRA signatory film or television project. That duty is to ensure that Gleed and

other performers received the appropriate performance fees and residuals, and credits to the

SAG-AFTRA union health and benefit plans. Similarly, Theodore had an obligation to Gleed

and other performers to correctly report to the Film, Television or Advertising Companies all

information concerning musical contributions andcredits to each Film, Television or Advertising

20

^B

Companies for whom Gleed's musical performance appears as part of the song incorporated into

their AF of M signatory film or television project. That duty is to ensure that Gleed and other

performers received the appropriate performance fees and residuals, and credits to the AF of M

union health and benefit plans.

73. Gleedjustifiably relied on Theodore complying with his obligationwith respect to

accurately reporting Gleed's information to each Film, Television or Advertising company so that

he would be properly and accurately credited for his work on these projects with SAG-AFTRA

and AF ofM.

74. Gleed has performed as a vocalist and musician on numerous soundtracks on

SAG-AFTRA and AF of M signatory film and television projects during his tenure performing

independent contractor services on these projects for Deetown. See Exhibits B-C.

75. For example, with respect to Gleed's vocal and musical performances on the

Gleed Recordings used by Fox Films in the Alvin and The Chipmunks franchise including

Chipmunks I, "Alvin and the Chipmunks: The Squeakquel" (Chipmunks II) (2009), "Alvin and

the Chipmunks: Chipwrecked" (2011) ("Chipmunks III") and ancillary films or spin offs thereof

which embodied Gleed Works (the "Chipmunk Films"), as well as other films and television

productions, Theodore intentionally and fraudulently failed to report and/or submit the proper

information regarding those projects to SAG-AFTRA and/or AF of M and/or the Film,

Television or Advertising Companies, and failed to submit and/or report any contracts altogether

on numerous signatory films, as per the respective union collective bargaining agreements,

thereby depriving Gleed of rightful income along with associated pension and health benefits.

21

^%

76. Upon information and belief, Theodore and Deetown have failed to comply with

their obligations to accurately report Gleed's contributions to the vocal and musical

performances on these projects.

77. As a result thereof, Theodore has received or otherwise deprived Gleed the

payment of the vocal and musical performance fees that were otherwise due Gleed as well as the

corresponding payments from the Film Musicians Secondary Market Fund, and the credits

towards the SAG and AF of M Health and Pension funds.

78. Gleed has been damaged by the loss of those vocal and musical performance fees

in an amount to be proven at trial, but in no event less than the jurisdictional amount.

79. As a result thereof, Gleed demands the recovery of his actual damages as against

Theodore and Deetown in an amount of to be determined at trial, including: (i) all vocal and

musical performance fees and residuals obtained by Theodore, or that Theodore fraudulently

assigned to others, attributable to Gleed's performances, (ii) the corresponding payment and

credit into Gleed's Health and Pension funds in SAG-AFTRA and AF of M, (iii) an order

directing Deetown and Theodore to correct or cause to be corrected, on a prospective basis, any

performance credits to which Gleed is entitled with respect to all productions in which he

performed.

80. As a result of Theodore's fraudulent conduct, Gleed also seeks the award of

punitive damages.

22

^B

COUNT IV - DECLARATORY JUDGMENT

AS TO MUSICAL COMPOSITION COPYRIGHTS

(All Defendants)



82. This claim arises under the Copyright Act (17 U.S.C. §101 et seg_.) and is a claim

for declaratory judgments pursuant to 28 U.S.C. § 2201 for the purposes of determining

questions of actual controversy among the parties as hereinabove more fully appeared.

83. There is an actual, present and existing dispute between Gleed, on the one hand,

and the Defendants, on the other, concerning Gleed's actual authorship and copyright ownership

shares in the Gleed Compositions requiring an interpretation of the Copyright Act. Specifically,

the proper authorship share attributable to Gleed for those compositions, and the ownership of

the copyrights therein (to the extent of Gleed's authorship contributions).

84. Gleed acted, and was treated by Deetown, as an independent contractor in the

performance of all work for Deetown.

85. The Copyright Act requires that all assignments of copyright must be in writing

and signed by the owner of the rights conveyed. See 17 U.S.C. §204(a). Gleed did not sign any

document assigning any copyright interests in the Gleed Compositions to any Defendant. That

includes, without limitation, the forged signature on the document referred to in paragraph 36

above.

86. Theodore controlled all information provided to the Jordan Companies, the Film,

Television or Advertising Companies and the music performing rights organizations such as

ASCAP and BMI, who in turn furnished that information to their Canadian counterpart SOCAN

(hereafter ASCAP, BMI and SOCAN are referred to as a "PRO" or "PROs") in connection with

23

^H

the Gleed Compositions, including providing them with the "writer splits" for each Gleed

Compositions.

87. More importantly, the share attributed to each writer determines their financial

interest in each song, and the amount of publishing revenues they are entitled to be paid (both

writer's share and their retained co-publisher share).

88. Public performance income collected by a publishing agent was handled the same

way. The typical policy of a PRO is such that the so-called writer share of public performance

income must be paid directly to the songwriter, regardless of any agreement between the writer

and his/her publisher to the contrary. This policy was implemented by PROs decades ago to

prevent abuses by unscrupulous music publishers.

89. The Defendants easily circumvented that restriction.

90. For nearly every Gleed Composition co-written by Gleed and other writers

working with the Defendants reported writer splits to a PRO, according Gleed writer shares

which were less than his actual authorship contribution.

91. With respect to certain Gleed Compositions co-written by Gleed and other writers

working with the Defendants failed to accord Gleed any writer shares at all, and instead

Theodore claimed the writer share properly attributable to Gleed, or in some cases claimed for

himself a writer share in excess of what Theodore was entitled to receive. The Defendants also

did not credit Gleed with any of the so-called publisher's share of performance income paid by

the PROs either.

92. The Defendants fraudulently deprived Gleed of his full share of writer credits and

co-ownership of the Gleed Compositions by fraudulently claiming writer credits for Theodore

despite his not having written many of the songs, or having co-written portions thereof and

24

claiming a larger writer share then he deserved. Even worse, in many cases Theodore took a

much greater share than the shares he accorded to Gleed.

93. For example, 75% of the music and lyrics for the song "Let's Talk About Me,"

which appeared in the movie entitled "The Muppets" (2011), was composed by Gleed.

However, Gleed's contributions were not credited at all with the PROs. Moreover, Gleed was

denied professionally valuable on-screen credit and/or mention in numerous publicity articles for

the film. Instead, Theodore took all the credit, including the 75% of the songwriting income for

himself, knowing he contributed no original compositional input to the song whatsoever and that

Gleed was the true 75% composer of the song. Theodore's role was only as producer, and thus

has been fraudulently collecting PRO income rightfully belonging to Gleed.

94. Gleed seeks a declaration from this Court as to the true co-authorship and co-

ownership shares due Gleed for the Gleed Compositions, and further declaring Gleed's

entitlement to 100% of his pro-rata ownership share of the copyrights and of the monies paid to

the Defendants for that share.

95. Accordingly, the dispute is ripe for a declaratory judgment by the Court. The

federal Declaratory Judgment Act, 28 U.S.C. §2201, authorizes this Court to declare the rights

and legal relations of parties to an active controversy under its jurisdiction.

COUNT V - DECLARATORY JUDGMENT

AS TO SOUND RECORDING COPYRIGHTS

(All Defendants)



25

97. This claim arises under the Copyright Act (17 U.S.C. §101 et seg.) and is a claim

for declaratory judgments pursuant to 28 U.S.C. §2201 for the purposes of determining questions

of actual controversy among the parties as hereinabove more fully appeared.

98. There is an actual, present and existing dispute between Gleed, on the one hand,

and all of the Defendants, on the other, concerning Gleed's actual authorship and copyright

ownership shares in the Gleed Recordings requiring an interpretation of the Copyright Act.

Specifically, the proper authorship share attributable to Gleed for those recordings, and the

ownership of the copyrights in those recordings (to the extent of Gleed's authorship

contributions).

99. Gleed acted, and was treated by Deetown, as an independent contractor in the

performance of all work for Deetown.

100. The Copyright Act requires that all assignments of copyright must be in writing

and signed by the owner of the rights conveyed. See 17 U.S.C. §204(a). Gleed did not sign any

document assigning any copyright interests in the Gleed Recordings to any Defendant. That

includes, without limitation, the forged signature on the document referred to in paragraph 35

above.

101. Gleed seeks a declaration from this Court as to the true co-authorship and co-

ownership shares due Gleed for the Gleed Recordings, and further declaring Gleed's entitlement

to 100%) of his pro-rata share of the ownership share of the copyrights and monies paid to the

Defendants for that share.

102. Accordingly, the dispute is ripe for a declaratory judgment by the Court. The

federal Declaratory Judgment Act, 28 U.S.C. §2201, authorizes this Court to declare the rights

and legal relations of parties to an active controversy under its jurisdiction.

26

^B

COUNT VI- MONEY HAD AND RECEIVED

(Defendants BMI and ASCAP)



104. Defendants Broadcast Music, Inc. ("BMI") and The American Society Of

Composers, Authors, and Publishers ("ASCAP") are in the business of licensing the performing

rights of copyrighted musical compositions on behalf of songwriters, composers, and music

publishers, and distributes income derived therefrom as royalties to those members whose works

have been publicly performed or broadcast. It performed this function with respect to the Gleed

Compositions.

105. Such performance royalties are paid in equal shares to the music publisher(s) or

administrators and to each of the writers or co-writers of each composition. BMI and/or ASCAP

determine the "split" of each writer share based on the information the music publisher provides

to it.

106. For every Gleed Composition co-written by Gleed and other Deetown writers, the

Defendants reported writer splits to BMI and/or ASCAP, according Gleed writer shares which

were less than his actual authorship contribution.

107. With respect to certain Gleed Compositions co-written by Gleed and other

Deetown writers, Defendants failed to accord Gleed any writer shares at all, and instead

Theodore claimed the writer share properly attributable to Gleed, or in some cases claimed for

himself a writer share in excess of what Theodore was entitled to receive. The Defendants also

did not credit Gleed with any of the so-called publisher's share of performance income paid by

BMI either.

27

^A

108. Canvas claimed a 100%) publisher share of the Gleed Compositions for purposes

of BMI distributions.

109. On December 20, 2012, counsel for Gleed wrote to BMI to place BMI on notice

of the existence of a dispute relating to the failure to accord Gleed with any writer and publisher

credit for his contributions to the song "Let's Talk About Me" which appeared in the 2011

Disney film entitled "The Muppets." That letter also advised BMI of the larger dispute between

Gleed and Deetown for the other Gleed Compositions. Finally, the letter demanded that BMI

freeze any and all payments for that song pending resolution of the dispute.

110. On February 6, 2013, BMI's representative responded that it was BMI's policy

not to withhold any performance income that is the subject of a dispute unless BMI is named as a

party to a lawsuit.

111. All performance monies collected by BMI and/or ASCAP were entrusted to

BMI's and/or ASCAP's custody for the benefit of the actual writers and publishers of each song

they administer.

112. BMI and ASCAP have wrongfully withheld monies otherwise due to Gleed for

his equal pro-rata share of Theodore's share of the public performance income collected by BMI

and ASCAP with respect to the Gleed Compositions.

113. Equity and good conscience requires the restitution of that money to Gleed.

114. Gleed is entitled to an order of this Court directing BMI and ASCAP to provide

an accurate accounting that specifies in complete detail the information and documents necessary

for an audit of their books and records relating to such public performance income collected by

BMI and ASCAP.

28

^^m

115. Furthermore, Gleed demands that BMI and ASCAP make appropriate payments

to Gleed as a result of that accounting.

COUNT VII- MONEY HAD AND RECEIVED

(All Defendants)



117. Upon information and belief, during all relevant periods, Canvas and/or Format

collected and distributed income derived from the exploitation of the Gleed Compositions and

the Gleed Recordings. All such income, to the extent attributable to Gleed's creative efforts, was

retained in part by Canvas and/or Format, and paid in part to Theodore and/or Deetown..

118. Upon information and belief, in certain instances where the Film, Television or

Advertising Companies demanded ownership in the Gleed Works, Dave Jordan and/or the

Jordan Companies, without Gleed's knowledge or agreement, deducted a twenty percent

commission on the all fees payable to Deetown by the Film, Television or Advertising

Companies with respect to each production, including on Gleed's share of that income.

However, Gleed never knew of this arrangement, never agreed to this arrangement, and never

directly retained Dave Jordan or the Jordan Companies as his agent in any capacity to obtain the

theatrical employment at issue.

119. Upon information and belief, without Gleed's knowledge or authorization,

Theodore permitted the Jordan Companies to improperly retain this commission from the Film,

Television or Advertising Companies' payments, which were charged or passed through (pro

rata based on Gleed's contributions) to Gleed out of any share paid or due him for the recording

and production work he performed in New York. Theodore benefitted from surreptitiously

29

causing Gleed to share in Theodore's obligation to pay commission to the Jordan Companies

because it directly reduced Theodore's contractual obligation to the Jordan Companies.

120. Defendants have wrongfully withheld monies otherwise due to Gleed for his

equal pro-rata shareof monies paid by the Film,Television or Advertising Companies.

121. Equity and good conscience requires the restitutionof that money to Gleed.

122. Gleed is entitled to an order of this Court directing Defendants to provide an

accurate accounting which specifies in complete detail the information and documents necessary

for an audit of their books and records relating to improper commission collected from money

otherwise due and owing to Gleed.

123. Furthermore, Gleed demands that Defendants make appropriate payments to

Gleed as a result of that accounting.

WHEREFORE, Gleed demands judgment as follows:

a. Count I: An order directing Theodore and Deetown, with the assistance of Dave

Jordan on behalf of Defendants Format Entertainment and Canvas, Inc., to provide

an accurate accounting which specifies in complete detail the information and

documents, including, without limitation, all related contracts concerning the

exploitation of the Gleed Works, necessary for an audit of their books and records

relating to the use, licensing, sale, performance or other exploitation of the Gleed

Works, and directing payment to Gleed by Theodore and Deetown of Gleed's equal

pro-rata share of all economic benefits Theodore and Deetown received from any

source through the exploitation of the Gleed Works;

30

Count II: Awarding Gleed his actual damages in an amount to be proven at trial

suffered by Gleed as a result of any improper assignments by Theodore and Deetown

of Gleed's share of the copyright ownership interests in the Gleed Works;

Count III: Awarding Gleed his actual damages as against Theodore and Deetown in

an amount of to be determined at trial, including: (i) all vocal and musical

performance fees obtained by Theodore attributable to Gleed's performances, (ii) the

corresponding payment and credit into Gleed's Health and Pension funds in SAG

and AF of M, (iii) an order directing Deetown and Theodore to correct or cause to be

corrected, on a prospective basis, any performance credits to which Gleed is entitled

with respect to all productions in which he performed, and (iv) punitive damages;

Count IV: A declaration from this Court as to the true co-authorship and co-

ownership shares due Gleed for the Gleed Compositions, and further declaring

Gleed's entitlement to 100%> of his pro-rata ownership share of the copyrights and

of the monies paid to the Defendants for that share;

Count V: A declaration from this Court as to the true co-authorship and co-

ownership shares due Gleed for the Gleed Recordings, and further declaring Gleed's

entitlement to 100% of his pro-rata share of the ownership share of the copyrights

and monies paid to the Defendants for that share;

Count VI: An accounting of and restitution to Gleed of any money wrongfully

withheld and/or otherwise due to Gleed for his pro-rata share of the public

performance income collected by BMI and ASCAP with respect to the Gleed

Compositions;

31

g. Count VII: An accounting of and restitution to Gleed of any money paid from his

pro rata share of income by Theodore and Deetown to Format and Canvas as

commissions;

h. The costs of this action, including reasonable attorney's fees and expert witness fees;

and

i. Such other and further relief as the Court may deem just and proper.

JURY DEMAND

Gleed demands a trial by jury of all issues which are so triable.

Dated: July 15, 2014

M

Robert S. Meloni

Thomas P. McCaffrey3 Columbus Circle - 15th FloorNew York, New York 10019Tel: (212)520-6089

Attorneysfor PlaintiffJason Gleed

32

gleed v. theodore

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