DAVID P, BEITCHMAN, SBN 198953
MICHELLE SEANEZ, SBN 241945
TODD E. CHVAT, SBN 238282
BEITCHMAN & ZEKIAN, P.C.
510 WEST SIXTH STREET, PENTHOUSE 1220
LOS ANGELES, CALIFORNIA 90014
TELEPHONE: (213) 488-1115
FACSIMILE: (213) 488-1176
Attorneys for Plaintiff
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES – CENTRAL DISTRICT
MICHAEL FLETCHER, an individual,
Plaintiff,
vs.
SHEELAGH BLUMBERG aka SHY LOVE,
an individual; ERIC BLUMBERG, an
individual; and DOES 1 through 10, inclusive
Defendants.
Case No.:
PLAINTIFF’S COMPLAINT FOR:
(1) BREACH OF ORAL CONTRACT;
(2) PROMISE WITHOUT INTENT TO
PERFORM;
(3) SLANDER PER SE
(4) BREACH OF FIDUCIARY DUTY
(5) TORTIOUS INTERFERENCE OF
BUSINESS RELATIONS;
(6) INTENTIONAL INFLICTION OF
EMOTIONAL DISTRESS;
Dept.:
Hon. Judge
Plaintiff, MICHAEL FLETCHER, (hereinafter “Plaintiff” or “Fletcher”), for causes of action against Defendants, and each of them, complain and allege as follows:
INITIAL ALLEGATIONS
1. Plaintiff MICHAEL FLETCHER., is, and was at all times mentioned herein, an
individual living and conducting business in the State of California, County of Los Angeles.
2. Plaintiff is informed, believes, and thereon alleges that Defendants SHEELAUGH BLUMBERG (hereinafter “Defendants” collectively) is a resident and conducts business within the
State of California, County of Los Angeles, including but not limited to, entering into contracts within the County of Los Angeles.
3. Plaintiff is informed, believes, and thereon alleges that Defendants ERIC BLUMBERG is a resident and conducts business within the State of California, County of Los Angeles, including but not limited to, entering into contracts within the County of Los Angeles
4. At all times herein mentioned, each Defendant was the agent, servant, or employee of her or its co-defendant, and in doing the things hereinafter alleged, has acted within the course and scope of her or its authority and with the consent and authorization of its co-defendants.
5. Plaintiff is ignorant of the true names and capacities, whether individual, corporate, associate or otherwise, of defendants DOES 1 through 10, inclusive. Such fictitious defendants are sued pursuant to the provision of Section 474 of the California Code of Civil Procedure. Plaintiff is informed and believes, and thereon alleges, that each fictitious defendant was in some way responsible for, participated in, or contributed to the matters and things of which Plaintiff complains herein, and in some fashion has legal responsibility therefore. When the exact nature and identity of such fictitious
defendants’ responsibility for, participation in, and contribution to the matters and things herein alleged is ascertained by Plaintiff, Plaintiff will seek to amend this Complaint and all proceedings herein to set forth the same.
6. Jurisdiction and Venue is proper in the Superior Court, State of California, County of Los Angeles, because Defendants, and each of them currently reside and/or conduct their business in the State of California, and Defendants solicited Plaintiff’s business in the State of California, County of Los Angeles. Additionally, the contracts and obligations giving rise to this action were entered into in the State of California, County of Los Angeles, and the incidents giving rise to the other causes of action alleged herein occurred in the County of Los Angeles. Plaintiffs believe and thereon allege that the fictitious defendants sued herein pursuant to the provision of Section 474 of the California Code of Civil Procedure reside in the County of Los Angeles, or are otherwise subject to jurisdiction within the County of Los Angeles.
FACTUAL BACKGROUND
7. On or about July 25, 2005, Defendants, and each of them, filed a California corporation.
Plaintiff, and a third party, pursuant to representations made by Defendants, invested approximately $250,000.00 (hereinafter “Contribution”), in exchange for a total 50% ownership interest in the corporation; Plaintiff owns a 25% ownership interest.
8. Defendants, and each of them, are 25% interest holders each, however their contribution was a combined total of $20,000.00.
9. Over the course of the year following the organization of the Corporation, Plaintiff had duly participated in the business thereof.
10. However, in or around February 2006 Defendants, and each of them, requested that Plaintiff contribute additional monies to the Corporation. When Plaintiff requested accountings reflecting the assets and liabilities and expenses of the Corporation, Defendants refused to provide any such documentation. Plaintiff then refused to acquiesce to their demands for more money, at which time Defendants became outwardly hostile toward Plaintiff.
11. Additionally, Defendants then notified Plaintiff that he no longer held any interest in the Corporation and if he wanted to retain his ownership interest in the Corporation, he would have to contribute and additional $300,000.00.
12. Plaintiff is informed, believes, and thereon alleges that Defendants, and each of them, have further contacted Plaintiff’s investors, business associates, employees and clients of the Corporation, and other third parties and made various derogatory and untrue statements regarding Plaintiff personally as well as Plaintiff’s acumen in the business arena.
13. Moreover, Defendant’s, and each of them, have made unveiled threats against Plaintiff both personally and telephonically, and in some cases in the presence of third parties. These threats include, but are not limited to, threats against Plaintiff’s person, well-being, business, and in some instances, against Plaintiff’s life. Notably, Plaintiff Sheelagh Blumberg has threatened to, among other things, file false rape charges against Plaintiff and to “get [her] Mafia father to take care of [Plaintiff].
Defendant Eric Blumberg has also threatened to report a false rape against Plaintiff, to “cut off his fingers,” “smash [his] teeth out on the curb,” to “kill Fletch…and not get caught,” and has stated that Plaintiff will have to “deal with [his] wife and her Mafia father.”
14. Clearly, the most distressing are the threats against Plaintiff’s life and well-being and the threats Defendants have made to file false rape charges with the police.
15. Due to the unrelenting and virulent onslaught of threats and demands Plaintiff’s health is deteriorating; as someone who suffers from Crohn’s disease, he is vulnerable to various infections and maladies. Now, the stress he is undergoing is severely affecting his condition.
16. Plaintiff is further informed, believes, and thereon alleges that Defendants, and each of them, have made statements to clients, business associates, investors, employees, clients, friends and family members of Plaintiff’s that Plaintiff is “crazy,” an alcoholic, a drug addict, a liar, a thief, a criminal, and a dishonest person.
17. Defendant’s have further stated to business associates of Plaintiff’s that he does not own any part of the Corporation and that Defendants have filed restraining orders against Plaintiff because he will harass and/or attack a woman.
18. Most recently, Plaintiff has been told he is not to come to the office of the Corporation; should he be there, Defendants have asserted they will call the police and file trespassing charges against Plaintiff as well as file a false harassment lawsuit against Plaintiff
FIRST CAUSE OF ACTION
(Breach of Oral Contract)
19. Plaintiff realleges and incorporates by reference each and every allegation contained in
Paragraphs 1 through 18 above.
20. On or about July 25, 2005, Plaintiff entered into an oral agreement with Defendants whereby Plaintiff and a third party would contribute monies $250,000.00 to the Defendant’s Corporation in exchange for a 50% ownership interest therein.
21. Plaintiff remitted the contribution to Defendants; however, Defendants did not issue any stock certificates to Plaintiff at that time however, there is a comprehensive electronic mail trail that corroborates the oral agreement and the terms thereof.
22. Although Plaintiff has at all times performed his duties and obligations as a co-owner of this Corporation, Defendants have recently informed Plaintiff that Plaintiff no longer has any ownership interest in the company.
23. In or about February, Defendants, and each of them, demanded Plaintiff contribute additional monies to the Corporation in the amount of $300,000.00 if he wanted to retain any ownership interest in the Corporation.
24. Plaintiff has performed all obligations to Defendants except those obligations Plaintiff was prevented or excused from performing.
25. Plaintiff has not been issued any stock certificates to reflect his ownership interest, nor has he received any documentation regarding the Corporation.
26. At no time was performance by Defendants excused by Plaintiff, nor was it modified at any time.
27. Because Defendant unilaterally modified the oral agreement by not issuing any stock and attempting to rescind Plaintiff’s ownership interest in the Corporation, Defendant has breached material terms of the Agreement, and the caused Plaintiff a significant amount of monetary damages.
28. As a direct and proximate result of Defendants’ fraudulent conduct, Plaintiff has suffered serious economic damages in an amount within the jurisdictional limitations of this court, to be proven at time of trial, plus interest thereon from the date of the breach.
SECOND CAUSE OF ACTION
(Promise Without Intent to Perform)
29. Plaintiff realleges and incorporates by reference as though fully set forth herein, each and every allegation contained in paragraphs 1 through 28 of this Complaint.
30. On or before July 25, 2005, Defendants, and each of them approached Plaintiff and a third party seeking investment into their Corporation in exchange for the acquisition of 50% ownership interest in the Corporation; Plaintiff holds a 25% ownership interest thereof.
31. In the course of negotiation of the foregoing oral agreement, Defendants made certain representations to Plaintiff concerning the ownership interest to be acquired in exchange for the contribution.
32. Specifically, Defendants represented Plaintiff, and the third party, would acquire 50% ownership interest in the Corporation; Plaintiff would acquire 25% ownership interest thereof.
33. Although Plaintiff fully performed under the terms of the agreements, Defendants did not issue any stock certificates or any other such corporate documentation that reflected Plaintiff’s ownership interest.
34. However, in or about February 2006 Plaintiff was informed by Defendants that he was no longer an owner of the Corporation regardless of his initial contribution.
35. Defendants further informed Plaintiff that he wanted any ownership interest in the Corporation he must contribute $300,000.00.
36. Plaintiff is informed, believes, and thereon alleges that Defendants never intended to issue any ownership interest to Plaintiff, and Defendants thereby made intentional misrepresentations regarding Plaintiff’s acquisition of the ownership interest in an effort to induce and entice Plaintiff into remitting the $250,000.00 contribution.
37. Defendants continued their intentional misrepresentations of payment in an effort procure performance from Plaintiff.
38. Additionally, Plaintiff is informed, believes, and thereon alleges Defendants continued their façade in order to attempt to extract additional monies from Plaintiff.
39. The information intentionally misrepresented to Plaintiff was of a material and important nature as the entire agreement depended on that ownership interest transfer being granted by Defendants.
40. Plaintiff is informed, believes and thereon alleges that Defendants did in fact intend to induce reliance on the part of Plaintiff based on said intentional misrepresentations of payment to be remitted per the terms of the agreements and in the negotiations thereto.
41. Plaintiff did in fact rely on Defendants’ intentional misrepresentations of compensation and the grant of said ownership interest in the Content to its detriment by remitting the contribution to Defendants.
42. As a direct and proximate result of Defendants’ fraudulent conduct, Plaintiff has suffered serious economic damages in an amount within the jurisdictional limitations of this court, to be proven at time of trial.
43. Further, because of Defendants’ willful and intentional conduct, Plaintiffs are entitled to an award of punitive damages in an amount according to proof at time of trial, to prevent Defendants from conducting similar acts in the future.
THIRD CAUSE OF ACTION
(Slander Per Se)
44. Plaintiff realleges and incorporates herein by reference each and every allegation contained in Paragraphs 1 through 43 above.
45. At all times herein mentioned, Plaintiff enjoyed a good business reputation and a high level of professional goodwill.
46. Plaintiff is informed and believes that Defendants, and each of them, have made false and slanderous statements to certain current and prospective clients, associates, and business partners of Plaintiff’s in order to disrupt and damage Plaintiff’s goodwill and professional reputation.
47. Specifically, Defendants have made false and derogatory statements to Plaintiff’s clients, associates, and business partners stating that Plaintiff is “crazy,” an “alcoholic,” a “drug addict,” a “liar,” a “thief.” and a “criminal.”
48. Further, Plaintiff is informed and believes that Defendants, and each of them, have made certain slanderous statements to third parties accusing Plaintiff of committing a violent sexual assault.
49. Specifically, Defendants have published slanderous statements to third parties accusing Plaintiff of raping Defendant Sheelagh Blumberg.
50. The above statements are defamatory on their face as Defendants knew the statements to be false and nonetheless, with total disregard for the veracity of the statements, made such statements to third parties.
51. Plaintiff is informed, believes, and thereon alleges that Defendants, and each of them, made the above false communications and misrepresentations to Plaintiff’s clients, business associates, investors, friends, and employees, knowingly, willfully, and intentionally with the intent of exposing Plaintiff to contempt, hatred, and ridicule, to cause Plaintiff to lose clients and business endeavors, and to interfere with and tarnish Plaintiff’s personal and professional reputation and goodwill
52. Plaintiff is informed and believes and thereupon alleges that Defendants continue to engage in the wrongful conduct as alleged herein.
53. As a direct and proximate result of Defendants slanderous statements, Plaintiff has been damaged in an amount to be proven at trial, plus interest thereon, and continuing to be incurred throughout this suit.
54. Further, Plaintiff is informed and believes and thereupon alleges that Defendants actions were undertaken with fraud, malice and/or oppression, or with a conscious disregard of Plaintiff’s rights, and therefore, Plaintiff is entitled to an award of exemplary and punitive damages against Defendants,
and each of them, in an amount according to proof.
FOURTH CAUSE OF ACTION
(Breach of Fiduciary Duty)
55. Plaintiff realleges and incorporates herein by reference each and every allegation contained in Paragraphs 1 through 52 above.
56. By virtue of the special relationship existing between the parties and Plaintiff’s role as an ownership interest holder in Vicious Media, Inc., Defendants, and each of them, owed a statutory duty of care and loyalty to Plaintiff.
57. Defendants, and each of them, were further required by their relationship with Plaintiff to conduct any and all dealings involving Plaintiff in a fair and reasonable manner.
58. Defendants, and each of them, breached their duty of care and loyalty owed to Plaintiff by intentionally interfering with Plaintiff’s current and prospective contracts and business relationships due to their threatening and defamatory statements made to Plaintiff’s associates, clients, business partners and other related third parties.
59. To date, Defendants continue to engage in the conduct as alleged herein.
60. As a result of Defendants conduct, Plaintiff has been damaged in an amount to be proven at trial, plus interest thereon, and continuing to be incurred throughout this suit.
61. Further, Plaintiff is informed and believes and thereupon alleges that Defendants actions were undertaken with fraud, malice and/or oppression, or with a conscious disregard of Plaintiff’s rights, and with the intent to injure and interfere with Plaintiff’s business dealings and jeopardize Plaintiff’s livelihood and goodwill, and therefore, Plaintiff is entitled to an award of exemplary and punitive damages against Defendants, and each of them, in an amount according to proof.
FIFTH CAUSE OF ACTION
(Tortious Interference with Economic Relations)
62. Plaintiff realleges and incorporates herein by reference each and every allegation contained in Paragraphs 1 through 29 above.
63. At all times herein mentioned, Plaintiff enjoyed a favorable business relationship with various financial investors, business associates, individuals in the entertainment industry (both the mainstream and adult industry), as well as with clients and employees. Plaintiff customarily entered into a number of business relationships with investors and associates in order to fund his projects.
64. Defendants know, and have known, of the existence of Plaintiff’s business relationships with the various individuals and companies in the entertainment industry and thus have made numerous false representations to these individuals regarding Plaintiff’s business and personal practices. Plaintiff is informed and believes this was intentionally done to in order to cause disruptions in Plaintiff’s business relationships.
65. A number of Defendants’ statements allege Plaintiff has a drug addiction, namely that he uses crack cocaine, Defendants’ have also stated Plaintiff is “crazy,” a “thief,” a “liar,” “dishonest,” and a “criminal.” Further, and most distressing and serious, are Defendants’ statements that they had filed a restraining order against Plaintiff as he is violent against women.
66. Plaintiff has been approached by a number of said associates, investors, clients, and employees regarding the statements made by Defendants.
67. Defendants know these statements regarding Plaintiff are false, as Defendants willfully fabricated the statements, and, nonetheless, made the statements to a number of Plaintiff’s investors, associates, and clients with complete disregard to the falsity of the statements.
68. These false statements were made by Defendants in order to disrupt Plaintiff’s business and to induce Plaintiff’s investors, associates, clients, and employees cease and sever their business relationships with Plaintiff.
69. As a direct and proximate result of Defendants statements and inducements to Plaintiff’s clients, Plaintiff suffered a multitude of damages, which are ongoing at present.