~~., ~.ut~awi..,...r~ ~~.r~i( ~u~aeRIC~CNAo CaED is 1 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP ounh• nt ~ os n~^a!~c ~ DALE F. KINSELLA(SBN 063370) 2 [email protected] !~~T 1 '7 SUANN C. MACISAAC(SBN 205659) ~~1~ Sherri t~. O 3 [email protected] C:aRer, txec~uve .;;;;ceo/~ter;~ 808 Wilshire Boulevard, 3rd Floor By Marra Guadian, Q~,~~;y 4 Santa Monica, California 90401 Telephone: 310.566.9800 5 Facsimile: 310.566.9850
6 Attorneys for R~a~r~ti~~:;~Teal Moritz and Neal H. Moritz, Inc. 7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA a a a 9 COUNTY OF LOS ANGELES, WEST DISTRICT N w 10 .. o A ~ ~ 11 `~ °o~ !,$SMC1d00036 ~ °o~o rn ~ 12 NEAL MORITZ and NEAL H. MORITZ, Case No. m Qo INC., ~ °~ r~ 13 COMPLAINT FOR: x~ >~~Q°~ 14 Plaintiffs, (1) BREACH OF ORAL CONTRACT; r~ ~ U H mQo U VS. (2) BREACH OF IMPLIED CONTRACT 7 ~z~ 15 ~ =o ff (ALTERNATIVE); ~ ~~~ 16 ~ ~z~~- L7NIVERSAL CITY STUDIOS, LLC, a (3) PROMISSORY FRAUD ~o Q m 17 Belaware limited liability company, FFSO ~ 00 ~w PRODUCTIONS LLC, a Delaware limited ~ ~ a 18 liability company, and DOES 1 through 50, DEMAND FOR JURY TRIAL a inclusive, 19 Defendants. 20 Deadline 21
22
23
24
25
26
27
28
10054.00001/601657 COMPLAINT 1 Plaintiffs Neal Moritz and Neal H. Moritz, Inc. (collectively, "Plaintiffs" or "Moritz"), by
2 and through their attorneys of record, allege the following causes of action against Defendants
3 Universal City Studios, LLC, FFSO Productions LLC (collectively, "Defendants" or "Universal")
4 I I and Does 1-50:
5 INTRODUCTION
6 1. This case presents a classic example of Hollywood greed. Plaintiff Neal Moritz is a
7 ~ preeminent producer of motion pictures and television with over $10 billion in worldwide box
8 office success, ranking Moritz as the fifth highest grossing motion picture producer of all time. a, a 9 on the a Moritz is undisputedly one of the main forces behind the blockbuster franchise based H W 10 original motion picture The Fast and the Furious (the "FF Franchise"). It is no exaggeration to o A o ~~ 11 state that Moritz has been involved in every aspect of the FF Franchise from its inception until ~o~ ~ o rn ~ 12 today. ~ MQo ~ ~~ 13 2. In or around 1999, Moritz had just completed the production of The Skulls, which x ~~0 W ~~`; 14 was directed by Rob Cohen and starred Paul Walker. Moritz pitched Cohen and Walker on the ~ mQo 15 idea of reteaming for a film based on a magazine article that Universal had optioned about illegal z~ =o~z~°' ~ ~'~~ 16 street racing in New York City. Walker and Cohen immediately signed onto the project, which at
M ~ Z ~ W O ~ ~''~ 17 the time was known as Racer X. Moritz came up with the idea to cast Vin Diesel in the iconic role J a ~ 18 I, of Dom Toretto and later convinced him to take the role. This was the genesis of FF Franchise, w 19 which has been distributed to enormous success by Universal. x ZO 3. The FF FranchiseDeadline includes eight major motion pictures—The Fast and the Furious 21 (2001), 2 Fast 2 Furious (2003), The Fast and the Furious: Tokyo Drift (2006), Fast &Furious
22 (2009), Fast Five (2011), Fast &Furious 6(2013), Furious 7(2015), and The Fate ofthe Furious
23 (2017). Notably, Moritz has been the lead producer and common denominator on all of the above
24 films, which at times have involved different directors, writers, casts and studio executives. Moritz
25 is the only key talent who has been involved in all eight of the films.
26 4. The main theme in all of the Fast and Furious films is the importance of family
27 and loyalty. Up until the recent events described below, the key players who contributed to the
28 enormous success of the FF Franchise were in many ways like a family. Moritz, along with many
10054.00001/601657 COMPLAINT of the cast, writers, directors, and studio executives working on the films, grew up together in
Hollywood, celebrated enormous success together, and grieved together. Moritz, along with Vin
Diesel, are the key patriarchs of the FF Franchise.
5. Moritz's contributions and personal dedication to the FF Franchise isfar above that
of a typical producer. Over the years, Universal relied on Moritz's dedication and strong
relationships with the cast, writers and various directors who worked on the films to ensure the FF
Franchise's mega-success. The very close working relationship between Universal and Moritz
8 over the last approximately twenty years, makes Universal's betrayal of Moritz as described herein a a a 9 that much more egregious and disgraceful. N x ever, w 10 6. As of May 2017, the FF Franchise became Universal's biggest franchise m o A ~ ~ 11 grossing over $5 billion. On information and belief, the FF Franchise is currently reported to be `~ °o~ °o than most franchises ~ ~oc~o ~~ 12 the sixth-highest grossing film series of all time. Remarkably, and different M Q O ~ ~M 13 in Hollywood, the later films in FF Franchise have been even more popular than the original x ~~0 J Ll.. 14 movie. It is also one of the few major franchises not based onpre-existing intellectual property, r,~~U• 0 FBI m U p 15 making its success even more remarkable. ¢ ~o °~' success, one would assume that Universal N ~~~a 16 7. Against this backdrop of enormous 0 W o~M 17 would be grateful to Moritz and would adhere to its contractual commitments to him. ►~ OO J w da' ~" 18 Unfortunately, that has not been the case. As explained in detail below, despite reaching an oral a w and z 19 agreement with Moritz back in 2017, regarding the production of Hobbs and Shaw ("Hobbs x 20 Shaw" or the "Picture")Deadline—which is the next film in the FF Franchise and based on an idea 21 developed by Moritz and screenwriter, Chris MorganUniversal has denied the parties'
22 agreement, and cut Moritz out of the production. This occurred only after Moritz had developed
23 the Picture for over a year and a half with Dwayne Johnson, Jason Statham and, once he agreed to
24 come on board, the director, David Leitch.
25 8. In an extraordinary show of bad faith, and just a few days before filming was set to
26 begin on Hobbs and Shaw, Universal took the position that Moritz either had to amend his oral
27 producer deal to accept substantially inferior financial terms, or be cut out of the Picture
28 altogether. Remarkably, despite Moritz having complete Pay-or-Play protection on all of his last
10054.00001/601657 COMPLAINT 1 several deals on the FF Franchise and having relied on Universal's oral promises, Universal also
2 took the extraordinary position that it was free to exploit Moritz's ideas for Hobbs and Sha~~, and
3 his work product over an approximately year-and-a-half period, without honoring its oral producer
4 ~ ~ agreement. Indeed, Universal has claimed that it can move forward with Hobbs and Shaw without
5 providing Moritz with any credit or compensation. This is an enormous betrayal by Universal of
6 ~ ~ the producer that shepherded the studio its most successful franchise of all time. Indeed, there
7 were many years when a Fast and Furious movie was the only bright spot in Universal's slate of
8 films. a bad faith and a 9 9. When Moritz refused to go along with Universal's extraordinary N W 10 ~ fraud, Universal banned him from the production of Hobbs and Shaw. If Universal believes that it m ~ o producers with such extraordinary bad faith, one can only aA o~~`~ 11 can treat one of its most successful ~3 ~~~ 12 imagine how Universal treats its lesser established producers. ~ i~ao p ~~~ 13 10. As plead in detail below, California law does not allow for such a wholly unfair x Q o ,~ ~ ~ ~`; 14 '', ~ result. Universal must be specifically forced to fully perform on its oral producer agreement with ~ mQo Moritz as alleged herein, including by fully compensating him under the oral agreement and ~ ~Z~ 15 z o '°~ N ~~° 16 crediting him as the lead producer on the Picture. ~ ~z~ w o~M 17 1 1. In the alternative, Universal is liable to Moritz for tens of millions dollars in OO J w Moritz, stealing and ~ Ig damages in lost compensation for breaching its producer agreement with a w z 19 exploiting his ideas for Hobbs and Shaw, and for various fraudulent promises and representations x 20 that were made to MoritzDeadline over an approximately year-and-a-half period to induce him to continue 21 working on the Picture. Universal will also be liable to Moritz for tens of millions of additional
22 dollars in reputational damage that he will inevitably suffer if the studio fails to fully credit him as
23 the lead producer on the Picture.
24 JURISDICTION AND VENUE
25 12. Jurisdiction is proper in the Superior Court of the State of California for the County
26 of Los Angeles pursuant to section 410.10 of the Code of Civil Procedure.
27 13. Venue is proper in Los Angeles County, California pursuant to section 392 et seq.
28 of the Code of Civil Procedure because Los Angeles County is where Defendants have their
10054.00001/601657 COMPLAINT 1 principal pace of business and is where the contract at issue was entered into, where it has been
2 ~ performed, and where the breaches have occurred.
3 PARTIES
4 14. Plaintiff Neal Moritz is a highly acclaimed film and television producer. At all
5 times material to this Complaint, he has principally resided and worked in Los Angeles County,
6 ~ California. Moritz has produced over 60 films and numerous television series. Among Moritz's
7 biggest credits are the FF Franchise,I Know What You Did Last Summer, Urban Legend, C~~uel
8 Intentions, Not Another Teen Movie,XXX, S. W.A.T., Evan Almighty,I Am Legend, Made of a 'a~ 9 Honor, Total Recall, Click, Vantage Point, 21 Jump Street, 22 Jump Street, Prison Break, The Big E w 10 C, Preacher, Happy, Goosebumps and numerous other successful movies and television shows. ~ o A ~' 11 15. Plaintiff Neal H. Moritz, Inc. is a California corporation with its principal place of a o~~ ~oc~o ~ rn ~ 12 business in Los Angeles County, California. Plaintiff Neal H. Moritz, Inc. acts as a loan out M Q O ~ ~~ 13 corporation for Plaintiff Neal Moritz's production services. x Q o ,~ w ~ ~`; 14 16. Defendant Universal City Studios LLC is a Delaware Limited Liability Company ,gy °m do Z ~ z o0 15 with its principal place of business in Los Angeles County, California. On information and belief, z o °~~ N ~~~ 16 Universal City Studios LLC often does business under the fictitious name Universal Pictures. ~ ~ z ~ ~ o~~ 17 17. Defendant FFSO Productions LLC is a Delaware Limited Liability Company, OD J w a ~ ig which on information and belief, is the entity that Universal is using to own and distribute the a w 7 19 Picture. On information and belief, FFSO Productions LLC also has its principal place of business x 20 in Los Angeles County, California.Deadline 21 18. Plaintiffs are informed and believe, and on that basis allege, that the fictitiously-
22 named Defendants sued herein as Does 1 through 50 (the "Doe Defendants"), and each of them,
23 are in some manner responsible or legally liable for the actions, events, transactions and
24 circumstances alleged herein. The true names and capacities of such fictitiously-named
25 Defendants, whether individual, corporate, associate or otherwise, are presently unknown to
26 Plaintiffs, and Plaintiffs will seek leave of Court to amend this Complaint to assert the true names
27~ and capacities of such Doe Defendants when the same have been ascertained.
28 II
10054.00001/601657 COMPLAINT 1 19. Plaintiffs are informed and believe, and on that basis allege, that each of the
2 Defendants, including the Doe Defendants, is and was at all relevant times, the agent,
3 representative and/or employee of Universal, and was acting within the course and scope of said
4 agency, representation, and/or employment and with the knowledge and consent of Universal.
5 BACKGROUND FACTS
6 Moritz's Primary Role In the FF Franchise
7 20. In or about 1999, Universal brought Moritz an article from Vibe magazine about
8 illegal street racing in New York City. Moritz irrunediately recognized that it could make a great
~ 9 film and developed it as a starring vehicle for Paul Walker. As alleged above, Moritz also brought N W 10 both director Rob Cohen and actor Vin Diesel to the film, which was originally called Racer X. aA a~~~ ll 21. Moritz was instrumental in all aspects of the original film including inter alia pre-production, production, post-production and marketing. It was even Moritz's ~3 ~o ~~~ L(') 12 ~ development, Q, i+ c~ Q O ~ ~~M 13 idea to rename the original movie from Racer X to The Fast and the Furious. Moritz also helped x Q o ,~ W ~ ~`; 14 secure the title from famed filmmaker, Roger Corman, as a result of his family's long-time ~ mQo 15 relationship with Corman. z ~z~rn was released on or about June 22, 2001, and exceeded all ~'~~Q 16 22. The Fast and the Furious N ~ Z ~ W O~~`, 17 box office expectations. Thereafter, seven other films have been made in the FF Franchise. C~0 J w ~ 18 Although a variety of different directors, screenwriters, cast, and studio executives have worked a . w 19 on the movies, Moritz is the only producer who has worked on all of the films. x 20 23. One of theDeadline most extraordinary aspects of the FF Franchise is its increasing 21 popularity over time. For example, The Fast and the Furious was released in 2001, and made over
22 $200 million. By contrast, The Fate ofthe FuNious was released in 2017, and made nearly six
23 times that amount for a total of more than $1.2 billion.
24 24. On information and belief, one of the primary reasons that the FF Franchise has
25 been so prolific and successful is its commitment to staying true to its varying characters, but
26 pivoting and developing different story lines and relationships over time. Moritz has been critical
27 to keeping the franchise true to its roots, but shifting its focus over the years. As explained herein,
28 Moritz's and Chris Morgan's idea for the latest installment in the FF Franchise, Hobbs and Shaw,
10054.00001/601657 COMPLAINT 1 is an effort to expand the story to a relationship between characters Luke Hobbs and Deckard
2 I I Shaw.
3 Moritz's Producer Deals With Universal
4 25. Moritz's producer agreements with Universal have varied in connection with each
5 of the films in the FF Franchise ("FF films"). Importantly, the way the process has generally
6 worked over the last 17-years, is that Moritz and his attorney and various Universal executives
7 have fully negotiated and agreed upon an oral producer deal before any writings were exchanged.
8 26. Typically, Moritz would begin working on the production of the film prior to the .o a 9 a '~ ~ oral producer deal being reduced to writing. In fact, with respect to Fast Five (2011), which was H agreement. Despite the ~w 10 the fifth movie in the FF Franchise, there never was an executed written N O A o~~ 11 lack of written agreement, both Moritz and Universal fully adhered to their oral producer deal for
~3 ~~~ 12 the film. ~ MQo ~ ~~ 13 27. The financial terms of Moritz's various producer agreements with Universal for the 0 x Q~~ W ~ ~`; 14 ~ eight films in the FF Franchise have differed in three relevant respects (1) Maritz's fixed ~ ° o z mz~ is compensation for his production services;(2) his various bonuses, backend participations. and over = o ff N ~~~ 16 budget adjustment provisions; and (3)the vesting schedule related to Moritz's Pay-or-Play ~ ~Zo W o~~ 17 protection. J W a ~ 18 28. At varying points in the Franchise, Moritz has received what is known in a T 19 ~ Hollywood as a "first dollar gross deal." However, in connection with certain of the films in the ., x 20 FF Franchise, Moritz agreedDeadline after substantial negotiation to accept higher upfront fixed 21 compensation, substantial multi-million dollar bonuses (based on box office success) and
22 participated in a "participation pool" with other backend recipients in lieu of a first dollar gross
23 deal.
24 29. Importantly, in his last several deals with Universal, Moritz has received complete
25 Pay-or-Play protection. This meant that if Universal terminated Moritz from the production of a
26 ~ FF film, his rights were deemed fully vested, and he received his full producer credit and all
27 compensation under the producer deal, including all fixed compensation, bonuses, participation,
28 ~ and other contingent compensation.
10054.00001/601657 COMPLAINT 1 30. For purposes of this Complaint, there is one written producer agreement between
2 Moritz and Universal that is relevant. It relates to the production of"Fast and Furious 8 ("FF8"),"
3 Fast and Furious 9("FF9")," and "Fast and Furious 10 ("FF10")," and is dated as of February 9,
4 2015 (the "FF8-10 Agreement"). The FF8-10 Agreement provides that to the extent FF8, FF9,
5 and/or FF 10 are considered Sequels or Remakes under a prior agreement between the parties, the
6 production of those films would be governed by the following terms:
7 • Moritz would either receive a combination of $6,825,000 in fixed compensation
8 and advances, millions of additional potential dollars in contingent box office
9 bonuses, and participation in the "pool"; or
W 10 • Alternatively, Universal could decide in its discretion to pay Moritz a first dollar H o Q o~~ 11 gross participation in lieu of the pool participation. This was for $2 million in fixed ~ o~~ ~oco applicable against a 6% first dollar gross participation on FF8, FF9 ~ a rn ~ 12 compensation ~ ~,ao ~ ~M 13 and FF10, which participation was reducible "with all other first dollar gross x ~ 0 w ~~`; 14 proceeds participations on a pro rata basis" according to a specific formula; ~ mQo There was also an "Over Budget Adjustment Provision," which allowed Universal % ~z~ 15 • 0 on the budget for the ~' `J~~~ ~ 16 to recoup a proscribed percentage of a defined overage
H ~ Z ~ W o~M 17 subsequent Picture before Moritz's participation kicked in, but with specific OO J w a ~ 18 limitations on what could be included in calculating the overage; and a w 7 19 • Lastly, the FF8-10 Agreement also contained complete Pay-or-Play protection x 20 which guaranteedDeadline Moritz his full credit and all compensation, including 21 participation, if he was terminated from the production of a picture covered by the
22 Agreement.
23 Moritz Pitches The Idea For Hobbs Ancl Shaw To Universal And The
24 Parties Reach An Oral Agreement Re~ardin~ Same
25 31. After completion of principal photography of The Fate ofthe Furious, Moritz and
26 screenwriter, Chris Morgan, who was the screenwriter on all of the FF films starting with the third
27 film, first came up with the basic storyline for Hobbs and Shaw. The idea was to focus on the
28
1004.00001/601657 COMPLAINT 1 relationship and an unlikely alliance between Luke Hobbs and Deckard Shaw, and shift the story
2 line more toward a buddy cop film with international spy aspects.
3 32. In or around spring 2017, Moritz and Morgan pitched Universal Pictures Chairman,
4 Donna Langley, with the idea for Hobbs and Shaw. Langley absolutely loved the concept. Not
5 only was it a great shift in the FF Franchise story line, it also had a very pragmatic appeal for
6 Universal.
7 33. Shortly thereafter, and on information and belief, Universal locked down Dwayne
8 Johnson and Jason Statham for the lead roles in Hobbs and Shaw, with first dollar gross deals. At a a 9 a or around that same time, Moritz had conversations with the President of Universal Pictures, N ~ca 10 Jimmy Horowitz, where they discussed Moritz's producer deal for Hobbs and Shaw. Horowitz •• o deal on Hobbs and Shaw would return to a first dollar aA °0°~ '00~' 11 orally promised Moritz that his producer ~ °a~ro ~oco option from his last producer deal with Universal, ~ o rn ~ 12 gross deal, and would be the first dollar gross M a o ~ ~~~ 13 which was the FF8-10 Agreement. 0 x Q W ~ ~`; 14 34. Accordingly, in 2017, and before beginning substantial work on the Picture, the 0 z mz~ is President of Universal Pictures, Jimmy Horowitz, orally agreed with Moritz that his compensation ~ =o~ ~ `~~~~ ~ 16 for producing Hobbs and Shaw would be $2 million in fixed compensation applicable against a 0 W O ~ ~''~ I 6% first dollar gross participation, which participation would reducible with all other first dollar ~ J W a ~ 18 gross proceeds participation on a pro rata basis, along with a defined Over Budget Adjustment a w z 19 provision, which was modeled on the first dollar gross compensation option in the FF8-10 x 20 Agreement. Deadline 21 35. Based on the above oral agreement, Moritz began diligently working on the
22 production of Hobbs and Shaw. As explained below, for well over a year, Moritz worked
23 extensively on every aspect of the production of Hobbs and Shaw. Universal obviously
24 understood, and at varying times acknowledged, that Moritz was producing the Picture based on
25 the oral first dollar gross deal discussed above.
26
27
28
~ 10054.00001/601657 COMPLAINT 1 For Approximately A Year And A Half, Moritz Works Extensively
2 On Every Aspect Of The Production Of Hobbs And Shaw
3 36. For the next approximately year and a half, Moritz worked on all aspect of the
4 production of Hobbs and Shaw. This included inter alia (i) participating in hundreds of meetings
5 and telephone conferences with the highest level executives- at Universal and key cast and crew
6 regarding the plot, characters, settings, themes, action and dialogue of the script; (ii) meeting with
7 potential directors for the Picture and ultimately, suggesting David Leitch as the director and
8 convincing him to direct the film; and (iii) working extensively on virtually all aspects of casting,
9 locations, budgeting, planning and scheduling. H W 10 37. In addition to being a critical part of the original idea for Hobbs and Shaw, Moritz o A o ~~ 11 made major contributions to the Picture's themes, story, plot, character development and script.
~- o co at Universal's expense in connection with the Picture. ~ °~~O ~ IA 12 Moritz also made three trips to London ('7 Q O ~ ~M 13 38. Moritz's production executive, Amanda Lewis, made numerous additional trips to 0 x ~ ~ ~ W ~ ~`; 14 ~ London at Universal's expense. In fact, at Universal's expense, Ms. Lewis moved to London with ~ mQo Universal paid for Ms. Lewis to rent an apartment in z ~z00 15 her husband and her two young children. ~ =off ~ ~~~ 16 London, and Ms. Lewis enrolled her seven year old child in school there. Ms. Lewis' husband 0 even transferred his job to London. OO J w a ~ 18 Universal Repeatedly Acknowledges, And Then Attempts To Disclaim And a w 19 Renegotiate, Its Oral Producer Deal With Moritz x 20 39. On or aroundDeadline May 1, 2018, Moritz's long-time entertainment lawyer, Howard 21 Abramson, was on a telephone call with Tom McGlovkin—a business affairs executive at
22 Universal—regarding another movie. During that conversation, Abramson asked McGlovkin
23 when he should expect to receive a draft written agreement papering Moritz's producer deal on
24 Hobbs and Shaw. McGlovkin responded that it was forthcoming and that it would be easy to draft,
25 acknowledging that the parties had orally agreed to the $2 million against 6% of first dollar gross
26 deal.
27 40. At or around the same time, and in recognition of their oral producer deal, senior
28 ~ ~ executives at Universal were communicating with Moritz regarding the producer credit he, and
10054.00001/601657 COMPLAINT 1 potential others, would receive on Hobbs and Shaw. For example, on or about May 10, 2018,
2 Jimmy Horowitz, the President of Universal Pictures, emailed Moritz that he would receive both
3 first position producer and production company credit on Hobbs and Shaw. The following day,
4 Horowitz again emailed Moritz explaining that he had convinced others on the film to take a lesser
5 I ~ producer credit. Notably, in his May 11 email, Horowitz wrote Moritz that it was "[t]ime to turn
6 ~ ~ our focus to making a great movie." At or around this same time, Horowitz confirmed to Moritz's
7 long-time attorney, Abramson, that Moritz would also receive his own individual and production
8 company cards on Hobbs and Shaw.
9 41. Obviously, if Universal had understood that it had no producer agreement with N W 10 Moritz (as it now disingenuously claims), it would not have emailed Moritz that he was receiving o A o ~~ 11 first position producer credit on the Picture, or consulted with him regarding who else could
~3 ~~~ 12 receive a producer credit. Nor would the President of Universal Pictures, Jimmy Horowitz, have ~ mao p ~~m 13 emailed Moritz that it was time to "turn our focus to making a great movie." Indeed, if the parties ~ ~°~ W ~ ~`; 14 had no oral agreement, one would have expected Horowitz to make some reference to finalizing a ~ mQo 7 ~ z o0 15 deal with Moritz so that he would be the producer on the Picture. ~ =o °' ~ ~~° 16 42. Less than one month later, Abramson received a first draft of the Hobbs and Shaw M ~ Q Z ~ parties had W o~M 17 agreement from Universal. This draft included the first dollar gross deal to which the OD J w which a ~ 18 orally agreed. However, it also included an onerous Over Budget Adjustment provision, a w z 19 had the potential to dramatically change Moritz's backend participation, and a new soundtrack M that sought to dramatically reduce Moritz's participation. The parties had never ~OI provision Deadline 21 discussed or agreed that the financial terms of the Hobbs and Shaw producer deal would be
22 anything other than the first dollar gross option that had been contained in his last producer deal,
23 which was the FF8-10 Agreement. This was an obvious attempt by Universal to change the oral
24 producer deal.
25 43. Additionally, and despite Moritz having had complete Pay-or-Play protection in his
26 last several FF producer agreements, and having orally agreed to have the same provision in the
27 Hobbs and Shaw deal, the draft agreement returned to a vesting schedule for Moritz's Pay-or-Play
28 clause. This meant that if Universal terminated Moritz before filming began on Hobbs and Shaw,
10054.00001/601657 COMPLAINT he would be entitled to only a percentage of his back-end compensation and may not be given
2 credit as the producer on the Picture. Again, this provision was entirely contrary to what Moritz
3 and Universal had orally agreed to back in 2017, and to what Moritz has received on all of the FF 4 films since approximately 2012(and had received on many FF films before that).
5 44. Thereafter, Abramson had a number of conversation with Universal executives
6 ~ ~ where he stated that the draft agreement must be revised to conform to what he understood was the
7 Parties' oral agreement, including in connection with the Over Budget Adjustment and the Pay-or- 8 Play provisions. On or about August 6, 2018, Abramson sent Universal a revised draft of the
~ 9 agreement reflecting the oral producer deal that Moritz had entered into with Universal back in H W 10 2017, and the conversations that Abramson had over the last month with Universal executives. o A ~ ~' 11 Universal never responded to this revised draft, or stated that Moritz's comments were `~ °o~ ~oc~°o ~ o rn ~ 12 unacceptable. ~ MQo p ~~M 13 45. Instead, on or about August 6, 2018, and shortly after Abramson's office had sent ,"~, Q o '~ W ~ ~J ,LL 14 .Universal the revised draft agreement, Jimmy Horowitz, the President of Universal Pictures, called
~ mQo phone conversation, z~ ~z~o ~ ~s Abramson and emailed him asking for a return call. During their subsequent deal. However, he N ~~~Q 16 Horowitz acknowledged that Universal had agreed to Moritz's first dollar gross ~ ~Z~ ~ o~~ 17 told Abramson that Universal now wanted to change Moritz's deal on Hobbs and Shaw to a post- J W
10 breakeven pool. a1-~ ~ w z 19 46. Horowitz' purported excuse for asking to change Moritz's first dollar gross deal 20 was that the Picture's budgetDeadline had supposedly increased. However, on information and belief, the 21 budget for Hobbs and Shaw was actually fifteen million less at the time of this call than it had
22 been when Universal had first sent the draft producer agreement to Moritz's counsel in May 2018,
23 which contained the first dollar gross deal to which the parties had orally agreed.
24 47. In other words, after entering into a first dollar gross oral agreement with Moritz,
25 and Moritz having worked on every aspect of the production of Hobbs and Shaw for well over a
26 year, Universal was now seeking to change the entire oral producer deal. To make matters worse,
27 the participation pool that Universal was proposing was far worse financially for Moritz than any
28 other pool participation he had ever received on any film in the FF Franchise.
10054.00001/601657 COMPLAINT 1 48. At or around the same time, Donna Langley, Chairman of Universal Pictures,
2 called Moritz directly to ask him to consider taking the "participation pool." One of the first
3 things that Langley said to Moritz during that conversation was—"We know you have a deal and
4 You don't have to change it." Langley was acknowledging that Universal had already orally agreed
5 with Moritz back in 2017, that Universal would pay him his first dollar gross deal for the
6 production of Hobbs and Shaw. On information and belief, Universal also had told other
7 participants in the Picture that Moritz's deal was a first dollar gross deal.
8 49. Moritz told Langley that he would consider the pool if there was an increase in his
9 ~ ~ upfront cash and box office bonuses as Universal had done on the last three FF films that he had N W 10 produced for them. Thereafter, and for the following few weeks, the parties continued to discuss a ~-+ o In all of these conversations, Moritz repeatedly aA °o°~ '~~' 11 producer agreement for Hobbs and Shaw. ~3 ~~~ 12 reminded Universal that they had agreed to an oral first dollar gross deal, and that if he agreed to a ~ c~Qo ~ ~M 13 participation pool, it would be a major concession and something he was not contractually ,~,, Q o '~ W ~~; 14 required to do. At no point during these conversations did anyone from Universal ever deny that it ~ °m gi g binding oral agreement with Moritz back in 2017, or claim that Universal was free z ~Z00 15 had reached a z o '~ N ~'~~; 16 to proceed with Hobbs and Shaw without including Moritz or fully honoring his oral deal. ~ ~z~ W o~M 17 50. Moreover, at the same time that Universal was asking Moritz to alter his oral ~ ~ W a ~ 18 producer agreement on Hobbs and Shaw to be financially inferior to the deals he had on the three a w FF on information and belief, the rest of the talent on the Picture were getting a `7~ 19 previous films, ~ 20 raise. Deadline 21 51. During this same time-frame, Moritz continued working steadily on production of
22 Hobbs and Shaw, including numerous conversations between and among Moritz and Horowitz
23 and Langley regarding checklists for production. Hobbs and Shaw was set to begin pre-shooting
24 on September 9, 2018, and principal photography was to start on September 12, 2018. Having
25 made three trips to London paid for by Universal, Moritz's entire summer was largely spent
26 working on the production of Hobbs and Shaw.
27 52. On or about September 5, 2018, Moritz participated in an approximately 1.5 hour
28 telephone conference with Universal Pictures Chairman, Donna Langley, Universal Pictures
1004.00001/601657 COMPLAINT 1 President, Jimmy Horowitz, and all the other key executives at Universal and from the production
~ ~ to go over every aspect of the final checklist for Hobbs and Shaw.
3 53. Remarkably, on September 7, 2018—the Friday before filming on Hobbs and Shaw
4 was set to begin in London—Abramson received a letter from the Deputy General Counsel of
5 Universal stating for the first time that "Universal is under no obligation to involve Mr. Moritz in
6 the production [of Hobbs and Shaw], nor to compensate him in connection with it."
7 54. The letter also advised that "until such time as an agreement is reached, Mr. Moritz
~ and his employees may not render any services in connection with the Picture or be involved in a to a 9 the production in any capacity." This was obviously a blatant and abusive attempt by Universal N eve of filming. ~w 10 force Moritz to accept a dramatic reduction in his producer deal on the o A ~ ~' 11 55. As Universal was well aware, Moritz's production associate was already in London `~ o~rn ~3~~~ 12 ~ working on the Picture, and Moritz was set to arrive the following week. Indeed, Moritz's M ao ~c 13 production executive, Amanda Lewis, had moved to London at Universal's expense with her ,~i Q o W ~ ~`; 14 husband and her two young children. Clearly, Universal assumed that if it strung Moritz along ~ mQo eve of filming, it could have the best of both worlds. Universal could exploit all of ~ ~ z 00 15 until the o °~ = c~ ~'~~ 16 Moritz's creative ideas and hard work in connection with Hobbs and Shaw, but then strong arm 0 w o~M 17 Moritz on the eve of filming into amending his oral deal to accept substantially inferior terms. OO J a ~ 18 56. When Moritz refused to go along with Universal's extraordinary bad faith and a w r 19 fraud, Universal banned him from the production of Hobbs and Shaw and this lawsuit followed. M FIRST CAUSE OF ACTION ~O Deadline 21 (For Breach of Oral Contract Against All Defendants)
22 57. Plaintiffs incorporate herein by reference all of the preceding paragraphs as though
23 ~ set forth fully herein.
24 58. As alleged above, in or about spring 2017, Moritz and Chris Morgan pitched
25 Universal regarding the idea for the film Hobbs and Shaw. Universal loved the concept and
26 quickly entered into an oral producer agreement with Plaintiffs for production of the Picture.
27 59. Specifically, Plaintiffs and Universal agreed that Plaintiffs' compensation would be
28 a first dollar gross deal—i.e., $2 million in fixed compensation applicable against a 6%first dollar
10054.00001/601657 COMPLAINT 1 gross participation, which participation would reducible with all other first dollar gross proceeds
2 participation on a pro rata basis, along with a defined Over Budget Adjustment provision, which
3 ~ ~ was modeled after the first dollar gross compensation option in the FF8-10 Agreement.
4 60. Plaintiffs have performed all of their obligations under the oral agreement, except
5 as excused, waived, or made impossible by Defendants. The consideration for the oral agreement
6 was fair and reasonable at the time the oral contract was entered into, and therefore just and
7 reasonable as to Defendants.
8 61. Defendants have materially breached, and will continue to breach, their oral .o a 9 I ~ producer agreement with Plaintiffs as alleged above, including without limitation, by excluding N ~w 10 Plaintiffs from the production of Hobbs and Shaw, and failing to honor their oral producer. ~ o A o ~~ 11 agreement with Plaintiffs.
~3 ~~~ 12 62. Plaintiffs have no adequate legal remedy for the continuing harm caused to them as a i~ao ~ ~~~ 13 a result of Defendants' continuing failure to abide by the terms of the oral agreement. x Q o ,~ W ~ ~~ 14 Accordingly, Plaintiffs request that the terms of the oral agreement be specifically enforced, Hu~ °mQ o z ~ z ~ is including without limitation, all of the financial terms and that Moritz be credited as the lead ~ _°~ N `~'~ ~ ~ 16 producer on Hobbs and Shaw. M ~ Z ~ ~ O ~ ~', 17 63. Alternatively, as a direct and proximate result of Defendants' breaches of the oral OJ J w ~a ~ 18 agreement alleged above, Plaintiffs have suffered, and will continue to suffer, general and special a z 19, damages. Plaintiffs seek compensation for all damages and losses proximately caused by the x Zo breaches and wrongful Deadlineconduct of Defendants, including all lost compensation due under the oral 21 agreement and for the substantial reputational damage that Moritz will suffer if he is not credited
22 as the lead producer on the Picture, in an amount to be proven at trial.
23 SECOND CAUSE OF ACTION
24 (For Breach of Implied Contract Against Defendants)
25 64. Plaintiffs incorporate herein by reference all of the preceding paragraphs as though
26 ~ set forth fully herein.
27
28
10054.00001/601657 COMPLAINT 1 65. In or about spring 2017, Plaintiffs along with screenwriter, Chris Morgan, pitched
2 Universal regarding the idea for the film Hobbs and Shaw, which would be the next movie in the
3 FF Franchise. Universal loved the concept.
4 66. Alternatively, at Defendants' request, Plaintiffs took numerous actions to produce
5 the Picture, including without limitation: (i) participating in hundreds of meetings and telephone
6 conferences with the highest level executives at Universal and key cast and crew regarding the
7 plot, characters, settings, themes, action and dialogue of the script; (ii) meeting with potential
8 directors for the Picture and ultimately, suggesting David Leitch as the director and convincing a a 9 a him to direct the film; and (iii) working extensively on casting, locations, budgeting, planning and N W 10 scheduling. o that Plaintiffs would aA o~~~' 11 67. It was always clearly and fully understood between the parties
~3 ~o ~~rn ~ 12 ~ receive their customary credit and full financial compensation for producing Hobbs and Shaw, a,Mao ~ ~~M 13 which was based on Plaintiffs' and Chris Morgan's original idea. This implied contract is a fully ~,, Q o '~ W ~ ~`; 14 valid .and enforceable agreement between Plaintiffs and Defendants. ~ mQo 15 68. Plaintiffs have performed all of their obligations under the implied contract, except Z ~ z o0 ~ =off ~ ~'~~ 16 as excused, waived, or made impossible by Defendants. ~ ~z~ ~ o~M 17 69. Based on the parties' lengthy history and discussions, Plaintiffs allege that the OO J a ~ 18 standard compensation that they would receive on the implied contract includes the same terms as a w z 19 I alleged above in connection with Plaintiffs' claim for breach of an oral agreement. The x 20 11 consideration for the impliedDeadline agreement was fair and reasonable at the time the contract was 21 entered into, and therefore just and reasonable as to Defendants.
22 70. Defendants have materially breached, and will continue to breach, their implied
23 contract with Plaintiffs as alleged above, including without limitation, by terminating Plaintiffs
24 from the production of Hobbs and Shaw, and failing to give Plaintiffs their standard credit and
25 compensation on the Picture.
26 71. Plaintiff has no adequate legal remedy for the continuing harm caused to it as a
27 result of Defendants' continuing failure to abide by the terms of the implied agreement.
28 Accordingly, Plaintiffs request that terms of the implied agreement be specifically enforced.
10054.00001/601657 COMPLAINT 1 72. Alternatively, as a direct and proximate result of Defendants' breaches of the
2 implied agreement alleged above, Plaintiffs have suffered, and will continue to suffer, general and
3 special damages. Plaintiffs seek compensation for all damages and losses proximately caused by
4 the breaches. and wrongful conduct of Defendants, including all lost compensation due under the
5 implied agreement and for the substantial reputational damage that Moritz will suffer if he is not
6 credited as the lead producer on the Picture, in an amount to be proven at trial
7 THIRD CAUSE OF ACTION
8 (For Promissory Fraud Against Defendants) a a a r~ 73. Plaintiffs incorporate herein by reference all of the preceding paragraphs as though N w 10 ~ set forth fully herein. ~ o A ~ promises to Plaintiffs to induce Plaintiffs to enter into the oral a a~~ 11 74. Defendants made ~ocC°o that Plaintiffs' compensation would be a first dollar ~ rn ~ 12 agreement alleged herein, including inter alia ~ ~Qo ~ ~~ 13 gross deal i.e., $2 million in fixed compensation applicable against a 6% first dollar gross xa >~~Q°~ 14 participation, which participation would reducible with all other first dollar gross proceeds W ~U• ~ °~°Qo on a pro rata basis, along with a defined Over Budget Adjustment provision, which Z ~ z °° 15 participation ~ =o °~ ~ ~~~ 16 was modeled after the first dollar gross compensation option in the FF8-10 Agreement. ~ ~Zo W ow j 17 Additionally, Defendants made numerous representations to Plaintiffs over an approximately year- ~ 00 W 18 and-a-half period to induce them to continue working on every aspect of the production of Hobbs a w 19 and Shaw, including acknowledging on numerous occasions that the parties had reached the above 20 binding oral producer agreement.Deadline 21 75. When Defendants made these promises and representations to Plaintiffs,
22 Defendants had no intention of performing the promises and knew that the representations were
23 false. By way of example, Jimmy Horowitz's representations in May 2018 that Moritz was the
24 lead producer on Hobbs and Shaw, and would receive first position producer credit, was
25 repudiated just a few months after the emails were sent. Additionally, both Horowitz and Langley
26 made express representations to Moritz during the Summer of 2017, acknowledging that Universal
27 had orally agreed to Moritz's first dollar gross deal, which Universal shortly thereafter repudiated.
28 Defendants made the promises and representations with the intent of inducing Plaintiffs to enter
10054.00001/601657 COMPLAINT 1 into the oral production for Hobbs and Shaw, and to continue working on the production of the
2 Picture for a year and a half, including during the Summer of 2017.
3 76. When Defendants made these promises and representations to Plaintiffs, which
4 were reaffirmed on a number of occasions, Defendants had no intention of performing the
5 promises. Defendants made the promises with the intent to i'nduce Plaintiffs to enter into the oral
6 agreement with Defendants, to share all of their ideas, concepts and work product on Hobbs and
7 Show, and to continue working tirelessly on the production of the Picture.
8 77. Plaintiffs reasonably relied on Defendants' promises, which were reaffirmed on a a a 9 number of occasions, in deciding to enter into the oral agreement alleged herein, in sharing their
W 10 ideas, concepts and work product on Hobbs and Show, and in continuing to work tirelessly on the A o a o~~ 11 production of the Picture for an approximately year-and-a-half period. Moreover, had Plaintiffs
~o~ intention not to perform, Plaintiffs would not have entered into the ~ o rn ~ 12 known of Defendants' secret M ao ~ ~M 13 oral producer agreement alleged herein, or continued working on the production of the Picture. As 0 x ~~-~ W ~ ~`; 14 a result of the foregoing, Plaintiffs were fraudulently induced to enter into the oral producer ~ mQo ~ z o0 15 agreement, to share their various ideas, concepts and work product on Hobbs and Shaw, and to z o'°~ N ~~~ 16 work tirelessly on the production of the Picture over ayear-and-a-half period. ~ 3z~ ~ O~c~ 17 78. As alleged herein, Defendants have wholly failed to abide by their promises to Q~ J W ~a ~ 18 Plaintiffs. a w 19 79. As a direct and proximate result of Defendants' conduct as alleged herein, Plaintiffs M including all lost compensation due under the oral agreement and for the ~O have been damaged, Deadline 21 substantial reputational damage that Moritz will suffer if he is not credited as the lead producer on
22 the Picture, in an amount to be proven at trial.
23 80. The conduct and actions of Defendants as alleged above were fraudulent, willful,
24 wanton, intentional, oppressive, and malicious, and thereby entitle Plaintiffs to punitive damages
25 in an amount to be proven at trial.
26 PRAYER FOR RELIEF
27 WHEREFORE,Plaintiffs pray for judgment against Defendants, as follows:
28 1. For general and special damages in an amount to be proven at trial;
10054.00001/601657 COMPLAINT 1 2. On the First and Second Causes of Action, for an order specifically enforcing the
2 parties' oral and/or implied agreement with respect to the production of Hobbs and
3 Shaw;
4 3. On the Third Cause of Action, for punitive and exemplary damages, according to
5 proof at trial, in an amount constitutionally permissible;
6 4. For interest at the maximum legal rate;
7 5. For reasonable attorneys' fees;
8 6. For costs of suit; and a a 9 7. For such other and further relief as the Court may deem just and proper. N x w 10 m o A ~ KINSE LA WEITZMAN ISER a o~~ 11 DATED: October 17, 2018 KUMP ALDISERT LLP ~ ~ioco ~~COo 12 a Mao x~ °~Q o~c~ 13 a >~~ 14 IC rr~ ~ U Daly .Kinsella ~ mQo eys for Plaintiffs Neal Moritz and Neal H. Z ~z°° 15 ~ =o °' Moritz, Inc. N J ~~ 16 ~ ~Z~ W o Q M i7 ~ °~~w 18 a w m z 19 20 Deadline 21 ~
22
23 ''
24
25
26
27
28
10054.00001/601657 COMPLAINT 1 DEMAND FOR JURY TRIAL
2 Plaintiffs Neal Moritz and Neal H. Moritz, Inc. hereby demand trial by jury on all issues
3 and causes of action triable by jury.
4
5 DATED: October 17, 2018 KINSELLA WEITZMAN ISER KU11t~P~& ALDISERT LLP 6
7
8 a a a 9 Attorneys for Plaintiffs Neal Moritz and Neal H. N Moritz, Inc. w 10 o 11 a o.- rn ~ ~oco rn ~C°o 12 ~ MQo ~ ~M 13 x ~~0 a J LL 14 r,~ ~ U ,gy °m do U 15 Zi ~ Z ~ Q~ = O ~CO~ N ~ ~ 16 ~N ~~o~Z w o Q~, i7 ~ 00 ~ W 18 a z 19 r 20 Deadline 21
22
23
24
25
26
27
28
10054.00001/601657 COMPLAINT