Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 1 of 21 Page ID #:1
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`Peter Anderson, Esq., Cal. Bar No. 88891
`peteranderson@dwt.com
`Sean M. Sullivan, Esq., Cal. Bar No. 229104
`seansullivan@dwt.com
`Eric H. Lamm, Esq., Cal. Bar No. 324153
`ericlamm@dwt.com
`DAVIS WRIGHT TREMAINE LLP
`865 South Figueroa Street, 24th Floor
`Los Angeles, California 90017-2566
`Tel: (213) 633-6800
`Fax: (213) 633-6899
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`Attorney for Plaintiff
`CHER, Individually and as
`Trustee of The Veritas Trust
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`Plaintiff,
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`v.
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`CHER, individually and as Trustee of
`The Veritas Trust,
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`MARY BONO, individually and as
`Trustee of the Bono Collection Trust,
`and DOES 1 through 10, inclusive,
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`) ) ) ) )
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`Defendants.
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`UNITED STATES DISTRICT COURT
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`CENTRAL DISTRICT OF CALIFORNIA
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`WESTERN DIVISION
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`Case No.
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`COMPLAINT FOR DECLARATORY
`RELIEF; AND BREACH OF
`CONTRACT
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`DEMAND FOR JURY TRIAL
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 2 of 21 Page ID #:2
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`Plaintiff Cher (“Plaintiff”) alleges:
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`JURISDICTION AND VENUE
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`The Court has jurisdiction of this action pursuant to 28 U.S.C. §§ 1331
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`and 1338(a), insofar as it arises under the Copyright Act of 1976, 17 U.S.C. §§ 101 et
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`seq., including by requiring the interpretation of the Copyright Act and the scope,
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`meaning, and effect of the statutory termination provisions of 17 U.S.C. § 304(c), and
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`because federal principles should control the claim.
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`2.
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`Alternatively, the Court has jurisdiction of this action pursuant to 28
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`U.S.C. § 1332(a) insofar as it is between citizens of different States and the matter in
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`controversy exceeds the sum or value of $75,000, exclusive of interest and costs.
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`3.
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`The Court has supplemental jurisdiction of the State law claim pursuant
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`to 28 U.S.C. § 1367(a) insofar as it is so related to the federal claim in this action that
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`it forms part of the case or controversy under Article III of the United States
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`Constitution.
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`4.
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`Venue is proper in this District under 28 U.S.C. § 1400(a), insofar as
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`defendants or their agents, including, without limitation, Wixen Music Publishing,
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`Inc. (“Wixen”), reside or may be found here, or, alternatively, under 28 U.S.C. §
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`1391(b)(1), insofar as at least one defendant resides in this District and all defendants
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`are residents of the State of California, or, alternatively, under 28 U.S.C. § 1391(b)(2),
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`insofar as a substantial part of the events or omissions giving rise to the claims
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`occurred in this District, or, alternatively, under 28 U.S.C. § 1391(b)(3), insofar as at
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`least one defendant is subject to the Court’s personal jurisdiction here.
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`5.
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`Plaintiff is an individual domiciled in Los Angeles County, California,
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`THE PARTIES
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`and the Trustee of The Veritas Trust, a California trust formerly known as The
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`Inshallah Trust.
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`///
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`///
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 3 of 21 Page ID #:3
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`6.
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`Plaintiff is informed and believes, and upon that basis alleges, that
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`defendant Mary Bono is an individual domiciled in Colorado and the Trustee of the
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`Bono Collection Trust.
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`7.
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`Plaintiff is presently unaware of the true names and/or the involvement
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`of the defendants sued herein by the fictitious designations Does 1-10 and for that
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`reason sues them by those designations. Plaintiff will seek leave of Court to amend
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`this pleading to identify those defendants when their true names and involvement in
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`the infringements hereinafter described are known.
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`BACKGROUND FACTS
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`Plaintiff and the Music that
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`She and Sonny Bono Made Famous
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`Plaintiff is a world-renowned Grammy, Oscar, Emmy, and Golden Globe
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`award-winning singer, recording artist, and actor.
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`9.
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`In or about 1964, Plaintiff and the late Salvatore (“Sonny”) Bono began
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`performing together as the musical group, Sonny and Cher. They married in 1967 and
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`during their marriage they achieved unparalleled success as a musical duo and
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`television personalities. Among other things, they publicly performed and recorded
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`multiple hit musical compositions – including musical compositions written, co-
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`written, or acquired by Sonny during their marriage – and starred in their own
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`television series. They performed and recorded numerous classic popular musical
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`compositions during their marriage, including, by way of example only, I Got You
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`Babe, The Beat Goes On, Baby Don’t Go, Little Man, and Bang Bang.
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`10. When they divorced, Plaintiff and Sonny agreed to an equal division of
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`their community property and, to that end, in 1978 Sonny irrevocably assigned to
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`Plaintiff, as her sole and separate property throughout the world and in perpetuity,
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`fifty percent of their rights in musical composition royalties, record royalties, and
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`other assets. Since 1978, Plaintiff has been the unchallenged owner of her fifty percent
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`of all musical composition and record royalties to which Plaintiff and Sonny were
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 4 of 21 Page ID #:4
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`entitled by reason of their collaboration and marriage, including fifty percent of all
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`royalties that Sonny, his businesses, and his successors, receive from those musical
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`compositions and recordings.
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`11. This action has become necessary because now, more than forty years
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`after Plaintiff received her fifty percent ownership of her and Sonny’s community
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`property, Sonny’s fourth wife and widow, defendant Mary Bono, claims that a wholly
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`inapplicable statutory termination provision of the Copyright Act of 1976, 17 U.S.C.
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`§§ 101 et seq., has undone Plaintiff’s ownership of her royalties from the songs and
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`recordings that she and Sonny made famous during their marriage, and deprived
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`Plaintiff of other long-established rights under the 1978 agreement.
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`Plaintiff and Sonny’s 1978
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`Marriage Settlement Agreement
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`12. On or about February 1, 1974, Plaintiff and Sonny separated and in 1975
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`their marriage was dissolved by the California Superior Court in an action for marital
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`dissolution, subject to the disposition of Plaintiff and Sonny’s community property.
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`13. On or about August 10, 1978, Plaintiff and Sonny entered into a written
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`Marriage Settlement Agreement, which is expressly governed by California law and
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`was subsequently approved by the California Superior Court in their marital
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`dissolution action.
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`14.
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`In paragraphs (9) and (10) of their Marriage Settlement Agreement, they
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`agreed to the equal division of their community property. To accomplish that equal
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`division, in paragraph (10) of their Marriage Settlement Agreement Sonny assigned
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`to Plaintiff, as her sole and separate property, an undivided fifty percent interest in
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`various community properties they owned as of their February 1, 1974, separation.
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`15.
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`In paragraphs (10)(a), (b), and (c) of their Marriage Settlement
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`Agreement, Sonny assigned to Plaintiff an undivided fifty percent of all contingent
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`receipts from record companies after July 14, 1978, with respect to recordings released
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`pursuant to their recording contracts with record companies prior to their separation
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 5 of 21 Page ID #:5
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`(the “Record Royalties”), and Sonny also agreed that Plaintiff has the right to elect to
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`have her fifty percent of Record Royalties paid directly to her.
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`16. Further, in paragraph (10)(d) of their Marriage Settlement Agreement
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`Sonny assigned to Plaintiff, as her sole and separate property, an undivided fifty
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`percent interest in, among other things, all of Sonny’s right, title, and interest,
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`individually or through any business, corporation, firm, or entity in which he had an
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`interest (referred to as his “other business” or “other businesses”), the contingent
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`receipts that he and his other business received after July 14, 1978, “from all sources
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`perpetually and throughout the world” (the “Composition Royalties”), from musical
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`compositions and interests in musical compositions that he wrote in whole or part
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`and/or acquired prior to their February 1, 1974, separation (collectively, the “Musical
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`Compositions”).
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`17. Sonny also agreed to account, or to cause others to account, directly to
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`Plaintiff for her fifty percent of share of the Composition Royalties, after deduction of
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`a ten percent administration fee paid to a worldwide administrator or administrators
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`chosen by Sonny. In addition, Sonny agreed that Plaintiff has the right to approve all
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`other agreements with third parties respecting the Musical Compositions and
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`Composition Royalties that are the subject of paragraph (10)(d), with her approval not
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`to be unreasonably withheld.
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`18. The Marriage Settlement Agreement expressly binds the two parties’
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`respective heirs and assigns. Also, Sonny specifically agreed in paragraph (10)(d) that
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`his successors in interest, his assigns, and all third parties with whom he or any of his
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`other businesses contract, are subject to Plaintiff’s rights as set forth in that paragraph
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`(10)(d).
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`19.
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`In the years following Plaintiff’s and Sonny’s 1978 Marriage Settlement
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`Agreement, Plaintiff received sums that Sonny or his designees represented were
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`Plaintiff’s fifty percent of all Record Royalties and Composition Royalties
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`(collectively, the “Royalties”) that Sonny or his other businesses received, directly or
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 6 of 21 Page ID #:6
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`indirectly, and, to the best of Plaintiff’s knowledge and belief, Sonny and his other
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`businesses honored Plaintiff’s approval and other rights under the Marriage
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`Settlement Agreement.
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`Sonny’s 1998 Death and His Estate’s Confirmation of
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`Plaintiff’s Ownership of Fifty Percent of the Royalties
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`20.
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`In January 1998, Sonny died from injuries suffered in a skiing accident.
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`21. Shortly after his death, a probate action was initiated in the California
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`Superior Court and his widow, defendant Mary Bono, was appointed the administrator
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`of his Estate. Pursuant to California law, Ms. Bono, as administrator of the Estate,
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`had the right to approve creditor’s claims.
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`22.
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`In July 1998, Plaintiff caused to be filed in the probate action her
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`creditor’s claim, raising Sonny’s obligations to her under the Marriage Settlement
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`Agreement, including but not limited to the obligation to pay and account to her for
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`monies due under paragraph (10) of the Marriage Settlement Agreement and which
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`include Plaintiff’s fifty percent of the Royalties.
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`23.
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` In July 1999, Ms. Bono, as administrator of the Estate, caused to be filed
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`in the probate action the written agreement reached with Plaintiff regarding Plaintiff’s
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`creditor’s claim (the “Agreement re Creditor’s Claim”). In the Agreement re
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`Creditor’s Claim:
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`(a)
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` Ms. Bono “acknowledge[d] Plaintiff’s interest in certain
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`ongoing royalties relating to the assets inventoried in this estate as Items
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`1 through 4 on Attachment 2 of the Final Inventory and Appraisement
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`filed herein on March 17, 1999,” Item 1 of which is “Music portfolio
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`assets including royalties and publishing rights”;
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`(b)
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`Plaintiff confirmed that her creditor’s claim was limited “to
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`her ongoing rights under the terms and conditions of the [Marriage
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`Settlement Agreement], and the judgment entered in the subject marital
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`dissolution proceeding,” that Sonny was not in breach of the Marriage
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 7 of 21 Page ID #:7
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`Settlement Agreement, and that, in the course of administering the Estate,
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`Ms. Bono had disbursed to Plaintiff her share of the Royalties as provided
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`in the Marriage Settlement Agreement.
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`(c) Ms. Bono and Plaintiff agreed, “[i]n recognition of Plaintiff’s
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`continuing right to receive such royalty interests, and in the interests of the
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`heirs of the estate, … to cooperate in developing a mutually acceptable
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`mechanism for the collection and proper disbursement of such royalties to
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`Cher and to the heirs after the closing of this estate.”
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`The Agreement re Creditor’s Claim filed in the probate action includes and ends with
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`Ms. Bono’s express approval, as administrator of the Estate, of Plaintiff’s creditor’s
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`claim.
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`The Estate’s 1999 Distribution of its Assets, Subject to Plaintiff’s
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`Ownership of Fifty Percent of the Royalties, to Sonny’s Heirs
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`In August 1999, the probate court entered its Order Approving First and
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`Final Account and Report and:
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`(a) Confirmed that all creditor’s claims have either been
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`approved, compromised, or settled;
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`(b) Confirmed that the residue of the Estate included the “Music
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`portfolio assets including royalties and publishing rights” referenced in
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`the Agreement re Creditor’s Claim; and
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`(c) Directed that the residue be distributed to Sonny’s heirs,
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`namely Ms. Bono, Chesare Bono, Chianna Bono, Christy Bono, and
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`Chastity (Chaz) Bono (the “Heirs”).
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`25.
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` Following the Heirs’ receipt of their distributions in 1999, Plaintiff
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`received sums that they or their designees represented were Plaintiff’s fifty percent of
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`all Royalties they received, directly or indirectly, as her share of community property
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`assigned to her under the Marriage Settlement Agreement as her separate property,
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 8 of 21 Page ID #:8
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`and, to the best of Plaintiff’s knowledge and belief, the Heirs honored Plaintiff’s
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`approval and other rights under the Marriage Settlement Agreement.
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`The Veritas Trust and
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`The Bono Collection Trust
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`26.
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`In 1990, Plaintiff formed The Veritas Trust, initially known as the
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`Inshallah Trust, and transferred to herself, as Trustee of that Trust, her undivided fifty
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`percent ownership of the Royalties, including her rights to receive accountings and
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`payments with respect to her fifty percent interest.
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`27. Plaintiff is informed and believes, and upon that basis alleges, that at
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`some time prior to April 2011, the Heirs transferred their rights to receive Royalties,
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`subject to their obligations to pay and account to Plaintiff with respect to her fifty
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`percent of the Royalties, to The Bono Collection Trust, of which Ms. Bono is the sole
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`Trustee.
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`The 2011 Agreements with
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`Wixen Music Publishing, Inc.
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`28.
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`In or about April 2011, The Bono Collection Trust and The Veritas Trust
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`entered into three agreements with Wixen:
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`(a)
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`an Administration Agreement providing Wixen a ten
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`percent commission on publishing income with respect to the Musical
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`Compositions;
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`(b)
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`a Collection Agreement relating to Record Royalties and
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`certain performance monies and providing Wixen a ten percent
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`commission with respect to those Record Royalties and performance
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`monies; and
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`(c)
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`a Promotion Agreement providing Wixen a fifteen percent
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`commission on receipts from opportunities it obtains to exploit Musical
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`Compositions and other properties that were the community property of
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`Plaintiff and Sonny and part of their equal division of their community
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`property pursuant to the Marriage Settlement Agreement (the “Wixen
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`Agreements”).
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`29. Each of the Wixen Agreements provides for an initial two-year term
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`followed by successive six-month terms, and also provides that each party has the
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`right to terminate the Wixen Agreements. Each agreement also provides that
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`termination of one of the three agreements terminates them all.
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`30. Both the Administration Agreement and Collection Agreement provide
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`that Wixen shall not be involved in any attempts by The Bono Collection Trust or The
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`Veritas Trust Copyright Act to terminate transfers of copyrights, recapture copyright
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`interests, or issue termination notices, with the sole exception that Wixen shall, at the
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`request of The Bono Collection Trust and The Veritas Trust, assist them in locating
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`and engaging counsel to provide those services.
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`31. Under one or more of the Wixen Agreements, Wixen, after deducting its
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`commission or commissions, has since April 2011 collected and disbursed to Plaintiff
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`(or her Trust) sums that Wixen represented constitute Plaintiff’s fifty percent of
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`Royalties that Sonny assigned to Plaintiff in the Marriage Settlement Agreement as
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`her share of their community property, and, to the best of Plaintiff’s knowledge and
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`belief, the Heirs honored Plaintiff’s approval and other rights under the Marriage
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`Settlement Agreement.
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`The Heirs’ 2016 Notice of their Claimed 17 U.S.C. § 304(c)
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`Termination of Sonny’s Pre-1978 Music Publishing Grants
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`32. Section 304(c) of the Copyright Act of 1976 provides, subject to various
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`conditions and limitations, that a deceased author’s widow or widower and surviving
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`children may terminate the deceased author’s grant of a transfer or license of a renewal
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`copyright or any right under it, executed prior to January 1, 1978.
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`33. Plaintiff is informed and believes, and upon that basis alleges, that in or
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`about 2016 the Heirs, or a majority of them, with the assistance or participation of
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`Wixen, issued a notice of termination to various music publishers or other companies
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 10 of 21 Page ID #:10
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`to whom Sonny had granted a transfer or license of the renewal copyrights, or rights
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`under them, in the Musical Compositions. The Heirs’ notice specified various
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`effective dates of termination ranging from dates in 2018 to 2026.
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`34. The Heirs’ issuance of their notice of termination was done without
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`Plaintiff’s knowledge or participation, and Plaintiff never requested that Wixen assist
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`in the issuance of any notice of termination.
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`35. Following the Heirs’ 2016 notice of termination, Wixen, after deducting
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`its commission or commissions, has continued to collect and disburse to Plaintiff (or
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`her Trust) sums that Wixen represented constitute Plaintiff’s fifty percent of Royalties
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`that Sonny assigned to Plaintiff in the Marriage Settlement Agreement as her share of
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`their community property, and, to the best of Plaintiff’s knowledge and belief, the
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`Heirs honored Plaintiff’s approval and other rights under the Marriage Settlement
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`Agreement.
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`Defendants’ Claim that the Heirs’ § 304(c) Termination of
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`Music Publishing Grants Also Terminates Plaintiff’s Rights,
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`Including Her Ownership of Fifty Percent of the Royalties
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`36.
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` In or about September 2021, representatives of The Bono Collection
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`Trust advised Plaintiff’s representatives that The Bono Collection Trust contends that
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`the Heirs’ § 304(c) notice of termination, by terminating grants to music publishers or
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`other companies that have paid Royalties to The Bono Collection Trust, also
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`terminates the stream of Composition Royalties that Sonny assigned to Plaintiff in the
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`1978 Marriage Settlement Agreement and, as a result, the Heirs’ statutory termination
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`ends her right to those Royalties. Based on that contention, The Bono Collection Trust
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`has advised Plaintiff that upon the effective dates of the Heirs’ termination of each of
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`the music publisher and other contracts, The Bono Collection Trust will no longer pay
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`and account to Plaintiff for her fifty percent ownership of the Composition Royalties
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`that Sonny assigned to Plaintiff in the Marriage Settlement Agreement as her share of
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`their community property.
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 11 of 21 Page ID #:11
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`37.
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`In addition, The Bono Collection Trust now contends that Plaintiff no
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`longer has approval rights with respect to all agreements with third parties respecting
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`the Musical Compositions and Composition Royalties; no longer is entitled to direct
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`payment of fifty percent of Record Royalties directly from record companies; no
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`longer is entitled to object to administration fees in excess of ten percent; and does not
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`have the right to terminate the Wixen Agreements and, if she has that right, by her
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`2011 approval of the Wixen Agreements she is deemed to have irrevocably approved
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`any and all new agreements with Wixen.
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`38. Plaintiff disputes each of The Bono Collection Trust’s contentions but
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`The Bono Collection Trust continues to adhere to its contentions and has stopped, or
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`will shortly stop, paying to The Veritas Trust Plaintiff’s fifty percent of Composition
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`Royalties and honoring Plaintiff’s rights under the Marriage Settlement Agreement.
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`FIRST CLAIM FOR RELIEF
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`(For Declaratory Relief as to Effect of
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`17 U.S.C. § 304(c) Termination on Plaintiff’s Rights)
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`(Against Defendants)
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`39. Plaintiff refers to and re-alleges each and every allegation contained in
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`paragraphs 1 through 38, inclusive, above, as if set forth herein.
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`40. Section 304(c) provides, inter alia, that termination under that Section is
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`limited to grants by an author executed prior to January 1, 1978, of rights in renewal
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`copyrights or rights under renewal copyright; that a notice of termination must be
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`timely served on the grantee or the grantee’s successor in title and recorded with the
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`Copyright Office; and that “[t]ermination of a grant under this subsection affects only
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`those rights covered by the grant that arise under the Copyright Act, and in no way
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`affects rights arising under any other Federal, State, or foreign laws.”
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`///
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`///
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`///
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 12 of 21 Page ID #:12
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`41. Plaintiff contends that even if, and to the extent that, the Heirs’ § 304(c)
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`notice of termination is valid and effective:
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`(a) The Heirs’ notice did not terminate, and could not have
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`terminated, the Marriage Settlement Agreement or its recognition and
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`confirmation of Plaintiff’s community property, the Marriage Settlement
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`Agreement’s assignment to her of fifty percent of the Royalties as her
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`sole and separate property in perpetuity and throughout the world, and
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`Plaintiff’s other rights under the Marriage Settlement Agreement, or any
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`of the foregoing;
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`(b) The Heirs’ notice did not terminate, and could not have
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`terminated, grants executed by Sonny on or after January 1, 1978, of
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`renewal copyrights, or rights under renewal copyrights, in the Musical
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`Compositions, and, as a result, has no effect on Plaintiff’s ownership of
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`fifty percent of all Composition Royalties received pursuant to those
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`grants;
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`(c) The Heirs’ notice did not terminate, and could not have
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`terminated, Sonny’s grants of renewal copyrights, or rights under
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`renewal copyrights, in the Musical Compositions that he did not author
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`or co-author but instead acquired prior to July 14, 1978, and, for that
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`additional reason, has no effect on Plaintiff’s ownership of fifty percent
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`of all Composition Royalties received pursuant to those grants;
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`(d) The Heirs’ notice did not terminate, and could not have
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`terminated, Sonny’s grants of rights outside the United States and, for
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`that additional reason, has no effect on Plaintiff’s ownership of fifty
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`percent of all Composition Royalties received pursuant to those grants;
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`(e) The Marriage Settlement Agreement’s recognition and
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`confirmation of Plaintiff and Sonny’s community property, including the
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`Record Royalties, Musical Compositions, and Composition Royalties, is
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 13 of 21 Page ID #:13
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`not a grant of renewal copyrights, or rights under renewal copyrights,
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`and, instead, Plaintiff’s fifty percent ownership of Record Royalties,
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`Musical Compositions, and Composition Royalties arose under State law
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`and, for that additional reason, are not subject to § 304(c) termination;
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`(f)
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`Sonny’s assignment to Plaintiff in the Marriage Settlement
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`Agreement of an undivided fifty percent ownership of the Royalties is
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`not a grant of renewal copyrights or rights that arise under the Copyright
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`Act and, for that additional reason, is not subject to § 304(c) termination;
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`and
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`(g)
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`Plaintiff’s approval rights and other rights under the
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`Marriage Settlement Agreement, and her termination rights under the
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`Wixen Agreements, are rights that arise under State law and not rights
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`that arise under the Copyright Act and, for that additional reason, are not
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`subject to § 304(c) termination.
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`42. Plaintiff further contends that, despite the Heirs’ notice of termination,
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`Plaintiff, individually or as the Trustee of The Veritas Trust:
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`///
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`(a) Continues to own and owns an undivided fifty percent of the
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`Royalties, from any and all sources, including whether those sources are
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`music publishers or other companies identified in the Heirs’ notice of
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`termination or others taking their place upon termination of Sonny’s
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`grants to them;
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`(b) Continues
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`to have
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`the right
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`to reimbursement and
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`compensation in the event that Sonny or his successors, including Ms.
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`Bono, individually or as Trustee of The Bono Collection Trust, has
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`agreed to, permitted, or allowed administrators to charge, and, in the
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`calculation of Plaintiff’s fifty percent of Composition Royalties, have
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`deducted or deduct, administration fees in excess of ten percent;
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 14 of 21 Page ID #:14
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`(c) Continues to have approval rights as to any and all third
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`party contracts with respect to the Musical Compositions and Royalties,
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`including but not limited to any future agreement or agreements with
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`Wixen;
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`(d) Continues to have the right to terminate the Wixen
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`Agreements as expressly provided in the Wixen Agreement;
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`(e) Continues to have the right to disapprove a new agreement
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`or agreements with Wixen, and the withholding of approval of Wixen is
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`reasonable, including, without limitation, on the grounds that:
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`(1)
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`Paying Wixen a commission to administer the
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`Musical Compositions that already are administered by other
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`music publishers in return for administration fees equal to or in
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`excess of ten percent, violates the Marriage Settlement Agreement
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`and exceeds the ability and authority of The Bono Collection
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`Trust, as successor in interest to Sonny, to select administrators;
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`and
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`(2)
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`Plaintiff is informed and believes, and upon that basis
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`alleges, that Wixen, without Plaintiff’s knowledge or consent and
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`in violation of the terms of the Administration Agreement and
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`Collection Agreement, has encouraged, aided, and abetted
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`defendants’ scheme of misusing the Heirs’ notice of termination
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`in an attempt to deprive Plaintiff of her rights and her ownership
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`of her fifty percent of Royalties that Sonny assigned to her in the
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`Marriage Settlement Agreement as her share of their community
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`property;
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`(f) Continues to have approval rights with respect to all other
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`agreements with third parties respecting the Musical Compositions and
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`Composition Royalties; and
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 15 of 21 Page ID #:15
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`(g) Continues to have the right to elect to have her fifty percent
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`of Record Royalties paid directly to her by record companies.
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`43. Plaintiff is informed and believes, and upon that basis alleges, that
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`defendants dispute the foregoing contentions, and each of them.
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`44. A judicial declaration of the respective rights and obligations of Plaintiff
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`and defendants is necessary and appropriate.
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`SECOND CLAIM FOR RELIEF
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`(For Breach of Contract)
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`(Against Defendants)
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`45. Plaintiff refers to and re-alleges each and every allegation contained in
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`paragraphs 1 through 43, inclusive, above, as if set forth herein.
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`46. The Marriage Settlement Agreement provides, inter alia, that it is
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`binding upon, and inures to the benefit, of the parties and their respective heirs and
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`assigns.
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`47. Plaintiff has performed all of her obligations, and satisfied all conditions
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`to be satisfied by her, under the Marriage Settlement Agreement, except as her
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`performance and satisfaction are excused by reason of the defendants’ breaches.
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`48. Defendants have breached, or anticipatorily breached, or both, the
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`Marriage Settlement Agreement by:
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`(a) Refusing to pay to Plaintiff, as Trustee of the Veritas Trust,
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`her undivided fifty percent of Composition Royalties;
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`(b) Repudiating Plaintiff’s approval rights with respect to all
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`agreements with third parties respecting the Musical Compositions and
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`Composition Royalties, including new agreements with Wixen;
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`(c) Repudiating Plaintiff’s right to terminate the Wixen
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`Agreements;
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`(d) Agreeing to, permitting, or allowing Wixen and possibly
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`others to charge administration fees in addition to those administration
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`Case 2:21-cv-08157-JAK-RAO Document 1 Filed 10/13/21 Page 16 of 21 Page ID #:16
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`fees charged by other music publishers with respect to the same
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`Composition Royalties, thereby increasing the levels of administration
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`and increasing the administration fees charged against and deducted from
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`those Composition Royalties and, as a result, violating the Marriage
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`Settlement Agreement’s limit on administration fees and reducing the
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`amount paid to Plaintiff after deduction of those excessive administration
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`fees; and
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`(e) Refusing to honor Plaintiff’s election to have her fifty
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`percent of Record Royalties paid directly to her, as expressly provided in
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`the Marriage Settlement Agreement.
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`The full nature and extent of defendants’ breaches are not presently known and
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`Plaintiff will, if necessary and appropriate, seek leave of Court to amend this
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`Complaint to allege all of defendants’ breaches once they are ascertained.
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`49. As a direct and proximate result of defendants’ breaches, Plaintiff has
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`sustained damages, and will continue to sustain damages, in an amount not presently
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`known but believed to exceed $1,000,000.
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`50. Plaintiff is entitled to and requests the imposition of a constructive trust
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`on the undivided fifty percent of Royalties that she owns but which defendants have
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`received and failed to pay over to her or instruct that she be paid directly.
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`PRAYER
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`WHEREFORE