2010.03.24 - Azoff Vs. Axl lawsuit document

KING, HOLMES, PATERNO & BERLINER LLP
Howard E. King, Esq., State Bar No. 077012
Stephen D. Rothschild, Esq., State Bar No. 132514
[...]
Attorneys for Plaintiff FRONT LINE MANAGEMENT, INC.

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES - WEST DISTRICT

FRONT LINE MANAGEMENT, INC., a Delaware corporation, Plaintiff,
vs.
WILLIAM BILL BAILEY, professionally known as AXL ROSE, an individual; BLACK FROG MUSIC, a California corporation; BVF PRODUCTIONS INC., a California corporation; and DOES 1 through 10, inclusive, Defendants.

CASE NO. B C434638
COMPLAINT for
1) BREACH OF CONTRACT
2) COMMON COUNT; and
3) ACCOUNTING

Plaintiff Front Line Management, Inc. (“plaintiff’) hereby alleges as follows:

1. Plaintiff is and at all times material herein has been a corporation organized and existing under the laws of the State of Delaware, duly authorized to conduct business in the State of California, and engaged in the business of rendering personal management services to artists in the entertainment industry.

2. Defendant William Bill Bailey, professionally known as Axl Rose (“Rose”), is and at all times material herein has been a musician and the lead vocalist of the band Guns 'N Roses.

3. Plaintiff is informed and believes and based thereon alleges that defendant BVF Productions Inc. is and at all times material herein has been a corporation organized and existing under the laws of the State of California through which Rose provides services as a performer.

4. Plaintiff is informed and believes and based thereon alleges that defendant Black Frog Music (“Black Frog”) is and at all times material herein has been a corporation organized and existing through the laws of the State of California through which Rose provides services as a writer of musical compositions.

5. Plaintiff sues Does 1 through 10, inclusive, herein under fictitious names. Plaintiff does not know their true names and capacities. When plaintiff ascertains the Doe defendants’ true names and capacities, plaintiff will amend this complaint by inserting their true names and capacities herein. On information and belief each defendant named herein as a Doe acted with the other defendants and is responsible for the damages to plaintiff herein alleged. Each reference in this complaint to defendants, or to any of them, also refers to all defendants sued under fictitious names.

6. On information and belief at all times material herein each of the defendants was the agent and employee of the other defendants, and in doing the things hereinafter alleged, was acting within the course and scope of such agency and employment.

7. On information and belief, at all times material herein, BVF and Black Frog were Rose’s alter egos, and there exists and has existed at all times material herein a unity of interest and ownership among and between them, such that any separateness among and between them has ceased to exist, and that BVF and Black Frog are mere shells, instrumentalities and conduits through which Rose has at all times material herein carried out his business, exercising complete control and dominance over them such that any individuality or separateness of BVF and Black Frog, on the one hand, and Rose on the other hand, has ceased to exist.

8. Adherence to the fiction of the separate existence of BVF and Black Frog as entities distinct from Rose would permit an abuse of the corporate privilege and would sanction fraud and promote injustice. In this complaint, references to “defendants” include Rose individually and Rose, BVF, Black Frog and DOES 1 through 10, inclusive, collectively.

FIRST CAUSE OF ACTION
(Breach of Contract)

9. Plaintiff realleges and incorporates by reference paragraphs 1 through 8, inclusive above, as though fully set forth.

10. Effective in or about August 2008, plaintiff, on the one hand, and on the other hand defendants, individually and on behalf of the band professionally known as Guns N’ Roses, entered into an oral agreement (the “Agreement”), pursuant to which plaintiff agreed to serve as defendants’ personal artist’s manager and in exchange defendants agreed to pay plaintiff a commission of fifteen percent (15%) of all gross monies that defendants received or earned derived from the entertainment industry.

11. Plaintiff performed all conditions, covenants and promises required on its part to be performed under the Agreement, except those that defendants waived or that were rendered impossible to perform.

12. Defendants breached the Agreement by failing and refusing to pay plaintiff and/or cause plaintiff to be paid commissions due to plaintiff thereunder, including, but not limited to, commissions on in excess of $12,470,000 in monies that defendants received and/or earned in connection with performances in Taipei, Seoul, Japan, Canada and South America.

13. As a result of defendants’ breach of the Agreement, plaintiff has suffered damages in an amount of in excess of $1,870,500 in commissions due to plaintiff under the Agreement.

SECOND CAUSE OF ACTION
(Quantum Meruit)

14. Plaintiff incorporates paragraphs 1 through 13, above, as though fully set forth.

15. Within the last two years, at Los Angeles, California, plaintiff performed services at the special request of defendants including, but not limited to, personal artist management services.

16. The fair and reasonable value of the services provided to defendants for which defendants have not paid plaintiff is at least $1,870,500.

THIRD CAUSE OF ACTION
(Accounting)

17. Plaintiff incorporates paragraphs 1 through 16, above, as though fully set forth.

18. Plaintiff is unaware of the exact amounts owed to it by defendants with respect to monies that defendants have earned and/or received during the term of the Agreement. The information necessary to ascertain those amounts is complex and strictly within defendants' control. Accordingly, plaintiff seeks an accounting of those amounts.

WHEREFORE, plaintiff prays for relief, as follows:

1. For damages in excess of $1,870,500, in an amount to be proved at trial, plus interest at the legal rate;
2. For an accounting;
3. For costs incurred herein; and
4. For such other and further relief as the Court deems just and proper.

DATED: March 24, 2010
KING, HOLMES, PATERNO & BERLINER, LLP
By: Howard E. King
Attorneys for Plaintiff Front Line Management, Inc.