11 Joseph

Joseph R.
R. Taylor
Taylor (SBN
(SBN 129933)
129933)
[email protected]
[email protected]
22 Tiffany
Tiffany Caterina
Caterina (SBN
(SBN 280159)
280159)
[email protected]
[email protected]
3 Christopher
3 Christopher A.
A. Johnson
Johnson (SBN
(SBN 316609)
316609)
[email protected]
[email protected]
44 FRANKFURT
FRANKFURT KURNIT KURNIT KLEIN
KLEIN + + SELZ PC
SELZ PC
2029 Century
2029 Century Park
Park East,
East, Suite 2500N
Suite 2500N
55 Los
Los Angeles,
Angeles, California
California 90067
90067
Telephone: (310)
Telephone: (310) 579-9600
579-9600
66 Facsimile:
Facsimile: (310) 579-9650
(310) 579-9650

7 Attorneys
7 Attorneys for Plaintiff Bonnie
for Plaintiff Bonnie Aarons
Aarons
8
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
99
COUNTY OF
COUNTY LOS ANGELES,
OF LOS ANGELES, CENTRAL DISTRICT
10
10
11
11
BONNIE AARONS, an
BONNIE AARONS, an individual,
individual, Case No.
Case No.
12
12
Plaintiff, COMPLAINT
COMPLAINT FOR:
FOR:
13
13
v..
v 1. BREACH
1. BREACH OF
OF CONTRACT
14
14
WARNER BROS. ENTERTAINMENT,
WARNER BROS. ENTERTAINMENT, INC. INC. 2. BREACH OF THE COVENANT OF
15 a
15 a Delaware
Delaware corporation;
corporation; NEW
NEW LINE
LINE GOOD FAITH AND
GOOD FAITH AND FAIR
FAIR DEALING
DEALING
LLC, aa Delaware
CINEMA LLC, Delaware limited liability
16 company;
16 company; SCOPE
SCOPE PRODUCTIONS,
PRODUCTIONS, LLC, LLC, aa 3. ACCOUNTING
3. ACCOUNTING
Delaware
Delaware limited liability company;
limited liability company; and
and
17 DOES
17 1-10, inclusive
DOES 1-10, inclusive

18
18 Defendants.
Defendants.
19
19
20
20
21
21
22
22
23
23
24
24
25
25
26
26
27
27
28
28

COMPLAINT
COMPLAINT
 1
1 NATURE OF THE
NATURE THE ACTION
ACTION
22 1.
1. Warner Bros.
Warner Bros. exploited
exploited the
the talent,
talent, creativity,
creativity, and
and likeness
likeness of
of Bonnie
Bonnie Aarons—the
Aarons—the

3 actor
3 actor who
who portrayed
portrayed the
the demon
demon nun Valak in
nun Valak in The
The Conjuring 2, The
Conjuring 2, Nun, and
The Nun, and the
the upcoming
upcoming The
The

4 Nun
4 Nun 2—to
2—to enormous
enormous financial
financial success.
success. The Nun grossed
The Nun grossed over
over $365
$365 million
million in
in worldwide
worldwide box
box

55 office
office revenue
revenue against
against aa production
production budget
budget of
of $22
$22 million
million making
making it
it the
the highest
highest grossing
grossing film
film in
in

66 the
the Conjuring
Conjuring Cinematic
Cinematic Franchise.
Franchise.

7
7 2.
2. The importance
The importance of
of Ms.
Ms. Aarons'
Aarons’ contributions
contributions to
to the
the success
success of
of the
the films
films is
is

8 undeniable.
8 undeniable. Unlike
Unlike most horror movie
movie monsters
monsters who
who hide
hide behind
behind aa mask or are
mask or are CGI
CGI creations,
creations,

9 Valak
Valak is
is based
based on
on Ms.
Ms. Aarons'
Aarons’ physical
physical features.
features. In
In fact,
fact, Peter
Peter Safran,
Safran, aa producer
producer for
for The
The

10 Conjuring
10 Conjuring 22 and
and The Nun, stated:
The Nun, stated: "The
“The moment
moment we
we saw
saw [Ms.
[Ms. Aaronsl,
Aarons], with
with the
the unique
unique geography
geography

11 of
11 of her
her face,
face, everybody
everybody said:
said: ‘this is exactly
`this is exactly who
who we
we want,
want, this is who
this is who it
it has to be."'
has to be.’”

12
12 3.
3. Ms. Aarons’
Ms. character is
Aarons' character is so
so popular
popular that
that her
her appearance
appearance in
in The
The Conjuring 22

13 spawned
13 spawned the spinoff franchise,
the spinoff franchise, The Nun movies,
The Nun movies, based
based upon
upon Ms.
Ms. Aarons'
Aarons’ character,
character, as
as well
well as
as all
all

14 manner
14 manner of
of merchandise
merchandise including
including toys,
toys, dolls,
dolls, decorations,
decorations, pins,
pins, jewelry,
jewelry, t-shirts,
t-shirts, socks,
socks, bedding,
bedding,

15 costumes,
15 costumes, drinkware,
drinkware, and
and posters
posters all
all using
using Ms.
Ms. Aarons'
Aarons’ likeness.
likeness. A
A significant
significant portion
portion of
of all
all

16 merchandise
16 merchandise for
for the
the Conjuring
Conjuring Cinematic
Cinematic Universe uses Ms.
Universe uses Ms. Aarons'
Aarons’ likeness
likeness because
because Valak
Valak is
is its
its

17 most
17 most popular
popular character
character and
and there
there are
are no logos associated
no logos associated with
with franchise
franchise to
to use
use on
on merchandise.
merchandise.

18
18 4.
4. Despite the
Despite overwhelming financial
the overwhelming financial success of The
success of Nun and
The Nun and Ms.
Ms. Aarons'
Aarons’ character,
character,
19 Warner
19 Warner Bros.
Bros. has refused to
has refused to account
account intelligibly
intelligibly and
and to
to pay
pay Ms.
Ms. Aarons
Aarons her
her contractually
contractually required
required
20 share
20 share of
of merchandising
merchandising revenues. The contract
revenues. The contract for
for the
the services
services of
of Ms.
Ms. Aarons
Aarons called
called for
for fixed
fixed

21 compensation
21 compensation of
of $71,500
$71,500 for
for her
her work
work in
in The Nun, with
The Nun, with the
the opportunity
opportunity for
for additional
additional

22 compensation
22 compensation through
through box
box office
office bonuses,
bonuses, but
but also
also required
required that
that Ms.
Ms. Aarons
Aarons would
would receive
receive aa share
share

23 of
23 of Warner
Warner Bros.'
Bros.’ gross
gross receipts
receipts from
from merchandise
merchandise exploiting
exploiting Ms.
Ms. Aarons'
Aarons’ likeness.
likeness. Instead
Instead of
of

24 accounting
24 accounting and
and paying
paying in
in aa transparent
transparent fashion,
fashion, Warner
Warner Bros.
Bros. obscures
obscures and
and hides
hides the
the true
true amount
amount

25 of
25 of Ms.
Ms. Aarons’ rightful share
Aarons' rightful of merchandising
share of merchandising revenues,
revenues, all
all while
while continuing
continuing to
to exploit
exploit her.
her.

26
26 PARTIES
PARTIES

27
27 5.
5. Plaintiff Bonnie
Plaintiff Bonnie Aarons
Aarons is,
is, and
and was
was at
at all
all relevant
relevant times
times was,
was, aa resident
resident in
in Los
Los

28 Angeles
28 Angeles County,
County, California.
California.

FKKS:3493089v.9 32682.200
FKKS3493089v9 32682.200 2
2
COMPLAINT
COMPLAINT
 1 6.
6. Defendant Warner
Defendant Warner Bros.
Bros. is,
is, and
and was
was at
at all
all relevant
relevant times
times was,
was, aa Delaware
Delaware

corporation with
2 corporation with its
its principal
principal place
place of
of business
business in
in Los
Los Angeles
Angeles County,
County, California.
California.
3 7.
7. Defendant New
Defendant New Line Cinema LLC
LLC ("New
(“New Line")
Line”) as
as successor
successor in interest
interest to
to

Defendant Scope
4 Defendant Scope Productions, (“Scope”) is,
Productions, LLC ("Scope") is, and
and was
was at
at all
all relevant
relevant times
times was,
was, aa Delaware
Delaware

55 limited liability company with its principal place of business in Los Angeles County,
Los Angeles County, California.
California.

66 8.
8. Defendant Scope
Defendant Scope is,
is, and
and was
was at
at all
all relevant
relevant times was, aa Delaware
times was, Delaware limited liability

7 company
7 company with
with its
its principal
principal place
place of
of business
business in
in Los
Los Angeles
Angeles County,
County, California.
California.

8
8 9.
9. Ms. Aarons
Ms. is informed
Aarons is informed and
and believes,
believes, and
and based
based thereon
thereon alleges,
alleges, that
that the
the

9 fictitiously-named defendants
defendants designated
designated herein as Does 1-10, inclusive, and each of
of them, were in

some manner
10 some manner responsible
responsible or
or legally
legally liable
liable for
for the actions, events,
the actions, events, transactions
transactions and
and circumstances
circumstances

alleged herein.
11 alleged herein. The
The true
true names
names of
of such
such fictitiously
fictitiously named
named defendants,
defendants, whether
whether individual,
individual,

corporate, or
12 corporate, or otherwise,
otherwise, are
are presently
presently unknown
unknown to Ms. Aarons.
to Ms. Aarons. Ms.
Ms. Aarons
Aarons will
will amend
amend this
this

13 Complaint
13 Complaint to
to assert
assert the
the true
true names and capacities
names and capacities of
of such
such fictitiously-named
fictitiously-named defendants
defendants when
when the
the

same have
14 same been determined
have been determined by
by Ms.
Ms. Aarons.
Aarons.

15
15 10. relevant times,
At all relevant times, as
as alleged
alleged more fully herein, each Defendant
Defendant acted as an

16 agent, servant,
16 servant, employee,
employee, co-conspirator,
co-conspirator, alter-ego
alter-ego and/or joint venturer of
of the other Defendants,
the other Defendants,

17 and
17 and in
in doing
doing the
the things alleged herein acted within
herein acted within the
the course
course and
and scope
scope of
of such
such agency,
agency,

employment, alter-ego
18 employment, alter-ego and/or
and/or in
in furtherance
furtherance of
of the
the joint
joint venture. Each of
venture. Earl of the
the Defendant's
Defendant’s acts
acts
alleged herein
19 alleged herein was
was done
done with
with the
the permission and
and consent
consent of
of each of
of the other Defendants.
the other Defendants.
20 11. At all times relevant hereto,
hereto, Defendants
Defendants Warner Bros., New
Warner Bros., New Line,
Line, and
and Scope
Scope were
were

the alter
21 the alter egos
egos of
of each other, and there exists, and
there exists, and at
at all
all times
times herein mentioned has
has existed, a unity

of interest
22 of interest and
and ownership
ownership between
between Defendants
Defendants such
such that any separateness
that any separateness between
between them
them has
has

ceased to
23 ceased exist in
to exist in that
that Defendant
Defendant Warner
Warner Bros.
Bros. completely
completely controlled,
controlled, dominated,
dominated, managed,
managed, and
and

operated the
24 operated the other
other Defendants
Defendants to
to suit
suit its
its convenience. According to Defendant
Defendant Warner
Warner Bros.'
Bros.’

website located
25 website located at
at https://www.wamerbros.e,om/studio/aboutie,ompany-overview,
https://www.warnerbros.com/studio/about/company-overview, "New
“New Line
Line

Cinema, part of Warner Bros. Entertainment since 2008, coordinates

26 Cinema, coordinates its
its development,
development, production,

marketing, distribution
27 marketing, distribution and
and business
business affairs
affairs activities
activities with
with Warner Bros. Pictures
Pictures to
to maximize film

performance and
28 performance and operating
operating efficiencies."
efficiencies.” The
The facts
facts are
are such
such that
that an
an adherence
adherence to
to the
the fiction
fiction of
of the
the

FKKS:3493089v.9 32682.200
FKKS3493089v9 32682.200 33
COMPLAINT
COMPLAINT
 1 separate
1 separate existence
existence of
of these
these entities
entities would,
would, under the particular
under the particular circumstances,
circumstances, sanction
sanction aa fraud
fraud or
or
22 promote
promote injustice.
injustice.

3
3 FACTUAL ALLEGATIONS
FACTUAL ALLEGATIONS

4 Defendants'
4 Defendants’ Contractual
Contractual Obligations
Obligations

55 12.
12. Ms. Aarons, on
Ms. on the
the one
one hand,
hand, and
and Defendant
Defendant Scope,
Scope, on
on the
the other
other hand,
hand, entered
entered into
into

66 the
the written
written Employment
Employment Agreement,
Agreement, dated
dated as
as of
of March
March 25,
25, 2017,
2017, in
in which
which Defendants
Defendants Scope and
Scope and

7 New
7 New Line
Line employed
employed Ms.
Ms. Aarons
Aarons to
to render acting and
render acting and related services as
related services as the
the Demon
Demon Nun,
Nun, an
an

8 incarnation
8 incarnation of
of Valak, from The
Valalc, from The Conjuring 2, in
Conjuring 2, in the
the feature-length
feature-length theatrical
theatrical motion
motion picture
picture spinoff
spinoff

9 The Nun.
The Nun.

10
10 13.
13. On May
On May 22,
22, 2017,
2017, the
the Vice
Vice President
President of
of Business
Business and
and Legal
Legal Affairs
Affairs for
for Defendant
Defendant

11 New
11 New Line
Line sent
sent Ms.
Ms. Aarons'
Aarons’ representatives
representatives fully-executed
fully-executed copies
copies of
of the
the Employment
Employment Agreement.
Agreement.

12
12 14.
14. Under the
Under the Employment
Employment Agreement,
Agreement, Defendants
Defendants Scope and New
Scope and New Line
Line paid
paid Ms.
Ms.

13 Aarons
13 Aarons only
only $71,500
$71,500 in
in guaranteed
guaranteed fixed
fixed compensation
compensation for
for the
the movie.
movie. Based
Based upon
upon the
the success
success of
of

14 the
14 the movie,
movie, Ms.
Ms. Aarons
Aarons earned
earned $175,000
$175,000 in
in box
box office
office bonuses.
bonuses. Similarly, Defendants agreed
Similarly, Defendants agreed to
to

15 pay
15 pay Ms.
Ms. Aarons
Aarons aa percentage
percentage of
of the
the money
money made
made from
from merchandising Ms. Aarons’
merchandising Ms. likeness.
Aarons' likeness.

16 Paragraph
16 Paragraph 6(f)
6(f) of
of the
the Employment
Employment Agreement
Agreement states:
states:

17
17 With respect
With respect to
to any
any merchandising
merchandising item item using Employee's
Employee’s name name oror
likeness (other
likeness (other than use of
than use of Employee’s
Employee's name name asas part
part of
of the
the so called
so called
18
18 billing block
billing block and/or
and/or credit
credit list
list for
for the
the Picture
Picture and
and other
other than
than using
using
Employee’s name
Employee's name or or likeness
likeness onon soundtrack
soundtrack covers
covers (including
(including thethe
19
19
front and
front and back
back covers
covers and
and liner
liner notes), covers of
notes), covers of novelizations, tie in in
20
20 editions of
editions of underlying literary properties
underlying literary properties (in(in print
print and/or
and/or audio
audio
cassette form)
cassette form) printed
printed programs
programs and and booklets),
booklets), Producer shall pay
Producer shall pay
21
21 Employee a pro-rata share (payable among all members
Employee a pro-rata share (payable among all members of the cast of the cast
of the
of the Picture
Picture whose
whose names
names or or likeness
likeness are
are used
used in in the particular
the particular
22
22 merchandising item
merchandising item involved)
involved) of of 5%
5% ofof 50% (but in
50% (but in no
no event
event
reducible to
reducible to less
less than 2% of
than 2% of 50%)
50%) of of the
the gross
gross receipts,
receipts, ifif any,
any,
23
23
actually received
actually received by by Producer
Producer or or Producer's
Producer’s licensing
licensing agent
agent from
from the
the
24
24 licensing of
licensing of such
such merchandising
merchandising right.right. Notwithstanding
Notwithstanding the the
foregoing with
foregoing with respect
respect toto interactive
interactive merchandising
merchandising items,items, such
such
25
25 royalty shall
royalty shall be
be 5%
5% of
of 50% reducible without
50% reducible without aa floor.
floor.
26
26 15.
15. Ms. Aarons
Ms. is informed
Aarons is informed and
and believes,
believes, and
and based
based thereon
thereon alleges,
alleges, that
that Defendant
Defendant
27 Scope
27 Scope assigned
assigned its
its rights
rights and
and obligation
obligation under
under the
the Employment
Employment Agreement
Agreement to Defendant New
to Defendant New
28 Line.
28 Line.

FKKS:3493089v.9 32682.200
FICKS:3493089v9 32682.200 4
4
COMPLAINT
COMPLAINT
 1
1 16.
16. Ms. Aarons is
Ms. is informed
informed and
and believes,
believes, and
and based
based thereon
thereon alleges,
alleges, that
that Defendants
Defendants
22 Scope
Scope and
and New
New Line
Line assigned
assigned their rights and
their rights and obligation
obligation under
under the
the Employment Agreement to
Employment Agreement to

3 Defendant
3 Defendant Warner
Warner Bros.
Bros.

4
4 17.
17. The Nun was
The Nun was released in theaters
released in theaters in
in September
September 2018
2018 with
with opening
opening credits
credits for
for

55 Defendants
Defendants Warner
Warner Bros.
Bros. and
and New
New Line.
Line. The Nun grossed
The Nun grossed $117.5
$117.5 million in the
million in the United
United States and
States and

66 Canaria,
Canada, and
and $248.1
$248.1 million in other
million in other territories,
territories, for
for aa total
total worldwide
worldwide gross
gross of
of $365.6
$365.6 million,
million,

7 against
7 against aa production
production budget
budget of
of $22
$22 million,
million, becoming
becoming the
the highest-grossing film in
highest-grossing film in the
the Conjuring
Conjuring

8 Cinematic
8 Cinematic Franchise.
Franchise. In
In addition
addition to
to box
box office
office receipts,
receipts, Defendant
Defendant Warner
Warner Bros.
Bros. entered
entered into
into

9 numerous
numerous third-party
third-party merchandising
merchandising agreements
agreements exploiting
exploiting Ms.
Ms. Aarons'
Aarons’ likeness
likeness as
as Valak.
Valak.

10
10 18.
18. Between May
Between May 15,
15, 2019
2019 and
and September
September 30,
30, 2022,
2022, Defendant
Defendant Warner Bros. sent
Warner Bros. Ms.
sent Ms.

11 Aarons'
11 Aarons’ representatives
representatives aa handful
handful of
of written
written statements
statements purporting
purporting to
to show
show Ms.
Ms. Aarons'
Aarons’ share
share of
of

12 merchandising
12 merchandising revenues,
revenues, but
but which
which were
were inconsistent
inconsistent with
with the
the extensive
extensive merchandising
merchandising activities
activities

13 by
13 by Warner
Warner Bros.
Bros. for
for Ms.
Ms. Aarons'
Aarons’ character
character (the “Statements”).
(the "Statements").

14
14 19.
19. On November
On November 4,
4, 2022,
2022, counsel
counsel for
for Ms.
Ms. Aarons spoke to
Aarons spoke to aa representative of
representative of

15 Defendant
15 Defendant Warner
Warner Bros.,
Bros., questioning
questioning the Statements and
the Statements and requesting access to
requesting access to supporting
supporting

16 documentation
16 documentation for
for the
the Statements. Defendant Warner
Statements. Defendant Warner Bros.
Bros. did
did not
not substantively respond to
substantively respond to Ms.
Ms.

17 Aarons'
17 Aarons’ request.
request.

18
18 20.
20. On December
On December 12,
12, 2022,
2022, counsel
counsel for
for Ms.
Ms. Aarons
Aarons sent
sent aa letter
letter to
to Defendant
Defendant Warner
Warner
19 Bros.
19 Bros. again
again requesting
requesting that Defendant Warner
that Defendant Bros. substantively
Warner Bros. respond to
substantively respond to Ms.
Ms. Aarons'
Aarons’ request
request
20 for
20 for supporting
supporting documentation
documentation for
for the
the Statements. Warner Bros.
Statements. Warner Bros. provided
provided aa single
single PDF
PDF

21 spreadsheet
21 spreadsheet that
that contained
contained line
line items
items corresponding
corresponding to
to only
only aa fraction
fraction of
of the
the known
known licensees.
licensees.

22
22 21.
21. On December
On December 21,
21, 2022,
2022, counsel
counsel for
for Ms.
Ms. Aarons
Aarons and
and Defendant
Defendant Warner
Warner Bros.
Bros.

23 entered
23 entered into
into aa tolling
tolling agreement
agreement extending
extending the
the time for Ms.
time for Ms. Aarons
Aarons to
to bring
bring aa claim
claim arising
arising from
from

24 Paragraph
24 Paragraph 6(f)
6(f) of
of the
the Employment
Employment Agreement
Agreement to
to May
May 20,
20, 2023.
2023.

25
25 22.
22. On May
On May 8,
8, 2023,
2023, counsel
counsel for
for Ms.
Ms. Aarons
Aarons and
and Defendant
Defendant Warner
Warner Bros.
Bros. amended
amended the
the

26 tolling
26 tolling agreement
agreement to
to further
further extend
extend the time for
the time for Ms.
Ms. Aarons
Aarons to bring aa claim
to bring claim arising
arising from
from

27 Paragraph
27 Paragraph 6(f)
6(f) of
of the
the Employment
Employment Agreement
Agreement to
to August
August 21,
21, 2023.
2023.

28
28

FKKS:3493089v.9 32682.200
FKKS3493089v9 32682.200 55
COMPLAINT
COMPLAINT
 1
1 FIRST CAUSE
FIRST CAUSE OF ACTION
OF ACTION

22 (Breach of
(Breach of Contract—Against
Contract—Against All
All Defendants)
Defendants)

3
3 23.
23. Ms. Aarons
Ms. Aarons repeats and re-alleges
repeats and re-alleges the allegations of
the allegations of paragraphs
paragraphs 11 through
through 21,
21,

4 inclusive,
4 inclusive, as
as if
if fully
fully set
set forth
forth herein.
herein.

55 24.
24. The Employment
The Employment Agreement
Agreement is
is aa valid
valid and
and binding
binding contract
contract between
between Ms.
Ms. Aarons
Aarons

66 and
and Defendant
Defendant Scope,
Scope, which
which Employment
Employment Agreement
Agreement was
was subsequently
subsequently assigned
assigned to
to Defendant
Defendant

7 New
7 New Line
Line and
and Defendant
Defendant Warner
Warner Bros.,
Bros., respectively.
respectively.

8
8 25.
25. Ms. Aarons
Ms. has performed
Aarons has performed all
all of
of the
the significant
significant terms
terms required of her
required of her under
under the
the

99 Employment
Employment Agreement, unless excused,
Agreement, unless excused, prevented,
prevented, or
or waived
waived by
by Defendants.
Defendants.

10
10 26.
26. Defendants materially
Defendants materially breached
breached the
the Employment
Employment Agreement
Agreement by
by failing
failing to
to perform
perform

11 their
11 their obligations
obligations to
to pay
pay Ms. Aarons under
Ms. Aarons under Paragraph
Paragraph 6(f) of the
6(f) of the Employment Agreement.
Employment Agreement.

12
12 27.
27. As aa direct
As direct and
and proximate
proximate result of Defendants'
result of Defendants’ breach
breach of
of the
the Employment
Employment

13 Agreement,
13 Agreement, Ms.
Ms. Aarons
Aarons has suffered damages
has suffered damages in
in an
an amount
amount to
to be
be proven
proven at
at trial.
trial.

14
14 SECOND CAUSE
SECOND CAUSE OF
OF ACTION
ACTION

15
15 (Breach of
(Breach of the
the Covenant
Covenant of
of Good
Good Faith
Faith and
and Fair
Fair Dealing—Against
Dealing—Against All
All Defendants)
Defendants)

16
16 28.
28. Ms. Aarons
Ms. Aarons repeats and re-alleges
repeats and re-alleges the allegations of
the allegations of paragraphs
paragraphs 11 through
through 26,
26,

17 inclusive,
17 inclusive, as
as if
if fully
fully set
set forth
forth herein.
herein.

18
18 29.
29. In every
In every contract
contract there
there is
is an
an implied
implied promise
promise of
of good
good faith
faith and
and fair
fair dealing.
dealing. This
This
19 implied
19 implied promise
promise means
means that each party
that each party will
will not
not do
do anything
anything to
to unfairly
unfairly interfere
interfere with
with the
the right of
of
20 any
20 any other
other party
party to
to receive
receive the
the benefits
benefits of
of the
the contract.
contract. Good
Good faith
faith means
means honesty
honesty of
of purpose
purpose

21 without
21 without any
any intention
intention to
to mislead
mislead or
or to
to take unfair advantage
take unfair advantage of
of another.
another.

22
22 30.
30. Defendants’ steadfast
Defendants' steadfast refusal
refusal to provide any
to provide any explanation
explanation or
or support
support for
for the
the paltry
paltry

23 payments
23 payments to
to Ms.
Ms. Aarons
Aarons or
or cooperate
cooperate in
in any
any way
way to
to verify
verify Defendants'
Defendants’ purported
purported performance
performance

24 relating
24 relating to
to merchandising
merchandising agreements
agreements exploiting
exploiting Ms.
Ms. Aarons'
Aarons’ name or likeness
name or likeness has prevented Ms.
has prevented Ms.

25 Aarons
25 Aarons from
from receiving
receiving the benefits under
the benefits the Employment
under the Employment Agreement.
Agreement.

26
26 31.
31. By refusing
By refusing to allow Ms.
to allow Ms. Aarons access to
Aarons access to any
any supporting
supporting information
information contained
contained in
in

27 Defendants'
27 Defendants’ books
books and
and records relating to
records relating to merchandising
merchandising agreements
agreements relating
relating to
to exploitation
exploitation of
of

28 Ms.
28 Ms. Aarons’ name or
Aarons' name or likeness,
likeness, Defendants
Defendants did
did not
not act
act fairly
fairly or
or in
in good
good faith.
faith.

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COMPLAINT
COMPLAINT
 1 32.
32. As aa direct
As direct and
and proximate
proximate result
result of
of Defendants'
Defendants’ actions,
actions, Ms.
Ms. Aarons
Aarons has
has suffered
suffered

damages in
2 damages in an
an amount
amount to
to be
be proven
proven at
at trial.
trial.
3 OF ACTION
THIRD CAUSE OF ACTION
4 Defendants)
(Accounting—Against All Defendants)
55 33.
33. Ms. Aarons
Ms. repeats and
Aarons repeats and re-alleges
re-alleges the
the allegations
allegations of
of paragraphs
paragraphs 11 through
through 31,
31,

66 inclusive,
inclusive, as
as if
if fully
fully set
set forth
forth herein.
herein.

7
7 34.
34. As alleged
As alleged above, Defendants
Defendants breached
breached their
their duties
duties under
under the
the Employment
Employment

8 properly pay Ms. Aarons

Agreement by failing to properly Aarons under
under paragraph 6(f) of
of the
the Employment
Employment

Agreement.
9 Agreement.
10 35.
35. The exact
The exact amount
amount of
of the
the compensation
compensation improperly withheld from Ms.
Ms. Aarons
Aarons is
is

unknown to Ms. Aarons and cannot

11 unknown cannot be
be determined
determined without
without an
an accounting
accounting of
of the financial

Defendants.
12 information and records of Defendants.
13 36.
36. An accounting
An accounting is
is required
required to
to determine
determine the
the true
true amount
amount of
of compensation
compensation due
due and
and

owing to
14 owing to Ms.
Ms. Aarons
Aarons under
under the
the Employment
Employment Agreement.
Agreement.

15 PRAYER FOR RELIEF

16 judgment as
WHEREFORE, Ms. Aarons prays for judgment as follows:
follows:

17 On the
On the First
First Cause
Cause of Action

18 1. compensatory damages
For actual and compensatory damages in
in an
an amount
amount to
to be
be determined
determined at
at the
the trial of
the action
19 the action in
in excess
excess of
of the
the jurisdictional
jurisdictional limit
limit of
of the
the Court;
Court;

20 2. interest at
For prejudgment interest at the
the maximum legal
legal rates
rates and
and to
to the
the maximum
maximum extent
extent

and,
21 permitted by law; and,
22 3.
3. Aarons as
For any other relief in favor of Ms. Aarons as the
the Court
Court may
may deem
deem just
just and
and proper.

23 On the
On the Second
Second Cause
Cause of Action
24 4. compensatory damages
For actual and compensatory damages in
in an
an amount
amount to
to be
be determined
determined at
at the
the trial of

the action
25 the action in
in excess
excess of
of the
the jurisdictional
jurisdictional limit
limit of
of the
the Court;
Court;

26 5.
5. interest at
For prejudgment interest at the
the maximum legal
legal rates
rates and
and to
to the
the maximum
maximum extent
extent

permitted by
27 permitted by law; and,

28 6.
6. For any other relief in favor of Ms. Aarons
Aarons as
as the
the Court
Court may
may deem
deem just
just and
and proper.

FKKS:3493089v.9 32682.200
FICKS:34930Etv9 32682.200 7
7
COMPLAINT
COMPLAINT
 1
1 On the
On the Third
Third Cause of Action
Cause of Action

2
2 7.
7. For an
For an accounting
accounting from
from Defendants
Defendants for
for Ms.
Ms. Aarons'
Aarons’ compensation
compensation pursuant
pursuant to
to

3 paragraph
3 paragraph 6(f) of the
6(f) of the Employment Agreement;
Employment Agreement;

4
4 8.
8. For the
For the amount
amount of
of compensation
compensation due to Ms.
due to Ms. Aarons
Aarons as
as aa result
result of
of the
the accounting;
accounting;

55 9.
9. For prejudgment
For prejudgment interest
interest at
at the
the maximum
maximum legal rates and
legal rates and to
to the
the maximum
maximum extent
extent

66 permitted
permitted by
by law;
law; and,
and,

7
7 10.
10. For any
For any other
other relief
relief in
in favor of Ms.
favor of Ms. Aarons
Aarons as
as the
the Court
Court may
may deem
deem just
just and
and proper.
proper.

88

99 DATED:
DATED: August
August 15,
15, 2023
2023 FRANKFURT KURNIT
FRANKFURT KURNIT KLEIN
KLEIN +
+ SELZ PC
SELZ PC

10
10
71.)
CI) 11
11
By:
By:
12
12 Joseph Taylor
Joseph Ta 1
Tiffany Caterina
Tiffany Caterina
13
13 Christopher Johnson
Christopher Johnson
Attorneys for
Attorneys for Plaintiff
Plaintiff
14
14
o BONNIE AARONS
BONNIE AARONS
15
15

16
16

17
17

18
18

19
19

20
20

21
21

22
22

23
23

24
24

25
25

26
26

27
27

28
28

FKKS:3493089v.9 32682.200
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8
COMPLAINT
COMPLAINT