1 Amir Tadjedin

Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 1 of 31 Page ID#: 21 Amir Tadjedin (OSB 055613) [email protected] Andrew N. Harris (OSB 071273) [email protected] MARKUN ZUSMAN & COMPTON LLP 811 SW Naito Parkway, Suite 420 Portland, Oregon 97204 Telephone: (503) 224-9294 Facsimile: (503) 224-1123 Benjamin W. White, CASB No. 221532 (Pro Hac Vice Application Pending) [email protected] LAW OFFICES OF BENJAMIN W. WHITE 1331 N. California Blvd, Suite 200 Walnut Creek, California 94596 Telephone: (925) 280-0100 Facsimile: (925) 407-2846 Attorneys for Defendants and Counter-Claimants SOULPANCAKE, LLC and RAINN WILSON UNITED STATES DISTRICT COURT DISTRICT OF OREGON PORTLAND DIVISION THINK BRILLIANT MEDIA STUDIOS, LLC, Case No. CV 10-796 PK an Oregon limited liability company, Plaintiff, DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER vs. AND COUNTER-CLAIMS SOULPANCAKE, LLC, a California limited liability company, dba SOUPLPANCAKE.COM, and RAINN WILSON, an individual, DEMAND FOR TRIAL BY JURY Defendants. ______________________________________ DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER AND COUNTER-CLAIMS 1 Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 2 of 31 Page ID#: 22 _______________________________________ SOULPANCAKE, LLC and RAINN WILSON, Counter-Claimants, vs. THINK BRILLIANT MEDIA STUDIOS, LLC, Counter-Respondent, and AVIV HADAR, DAVID FIELDS, TOM FITE, DARREN BUCKNER, and SAM WESTON, Third-Party Respondents. Defendants SOULPANCAKE, LLC (“SoulPancake”) and RAINN WILSON (“Mr. Wilson”) (collectively, “Defendants” or “Counter-Claimants”), in response to the Complaint filed by Plaintiff THINK BRILLIANT MEDIA STUDIOS, LLC (“Think Brilliant”), allege as follows: ANSWER TO COMPLAINT 1) Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 1 and on that basis deny the allegations of this paragraph. 2) The allegations contained in Paragraph 2 of the Complaint as to SoulPancake are admitted. Mr. Wilson admits that he is a resident of California, but states that although he is the largest single shareholder in SoulPancake, his ownership percentage does not exceed 50%. 3) Paragraph 3 of the Complaint states legal conclusions as to which no response is required. 4) Paragraph 4 of the Complaint states legal conclusions as to which no response is required. 5) Defendants admit the allegations of Paragraph 5 of the Complaint. DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER AND COUNTER-CLAIMS 2 Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 3 of 31 Page ID#: 23 6) Defendants admit the allegations of Paragraph 6 of the Complaint but further allege that the discussions regarding a potential equity stake were preliminary and based on a possible future long-term relationship. In October 2008, SoulPancake admits that it had already paid Think Brilliant, but denies that it was a “small” payment as alleged. The amount of the payment was $20,000. 7) Defendants admit the allegations of contained in the first sentence of Paragraph 7 of the Complaint. As to the remaining allegations, Defendants admit that they agreed to further payments but further deny that “increased work” was the only condition to be met by Plaintiffs in order to receive further payments. More specifically, they allege that a condition precedent to the payment of any compensation to Plaintiff (whether in the form of money or equity in SoulPancake or SoulPancake.com) was that Plaintiff agreed to dedicate all of its human resources, energies and efforts to SoulPancake.com. 8) Defendants deny the allegations of Paragraph 8 of the Complaint. Defendants allege that a condition precedent to the payment of any compensation to Plaintiff (whether in the form of money or equity in SoulPancake or SoulPancake.com) was that Plaintiff agreed to dedicate all of its human resources, energies and efforts to SoulPancake.com. Defendants further allege that the description of Plaintiff’s total potential equity interest was referred to as “transitive equity” in SoulPancake.com, not SoulPancake, LLC. Defendants further allege that the discussions regarding Plaintiff’s potential equity interest included a condition that any equity interest would be subject to a vesting period of at least 24 months. 9) Defendants admit the allegations of Paragraph 9 of the Complaint. 10) Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 10 and on that basis deny the allegations of this paragraph. Defendants further allege as follows. SoulPancake and Think Brilliant discussed granting Think Brilliant an equity stake in SoulPancake.com as additional compensation for its services. These discussions occurred over the course of many months and culminated in a proposal in or around November 2009, pursuant to which Think Brilliant could potentially earn DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER AND COUNTER-CLAIMS 3 Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 4 of 31 Page ID#: 24 up to 18% equity in SoulPancake.com. In addition, SoulPancake and Think Brilliant discussed an equity exchange in which each company would receive a 3% interest in the other as a mutual bonus for a long-term relationship. Defendants further allege that a condition precedent to the payment of any compensation to Plaintiff (whether in the form of money or equity in SoulPancake or SoulPancake.com) was that Plaintiff agreed to dedicate all of its human resources, energies and efforts to SoulPancake.com. 11) Defendants admit the allegations of Paragraph 11 of the Complaint, but further allege the Plaintiff’s plan was rejected by Defendants when Defendants became aware of Plaintiff’s wrongful actions as alleged herein and in Defendants’ Counter-Claim. 12) Defendants admit the allegations of Paragraph 12 of the Complaint, with the exception that Mr. Wilson never requested that Plaintiff “do the work for no immediate compensation.” 13) Defendants deny the allegations of Paragraph 13 of the Complaint. 14) Defendants deny the allegations of Paragraph 14 of the Complaint. Neither SoulPancake nor Mr. Wilson (nor any other SoulPancake employee) “surreptitiously hacked” into Think Brilliant’s database. Indeed, as Think Brilliant is well aware, on or about June 21, 2010, at the request of SoulPancake employee Devon Gundry (“Mr. Gundry”), Aviv Hadar (“Mr. Hadar”) of Think Brilliant sent an email to Mr. Gundry containing a link to click to a code repository website where Mr. Gundry could review Think Brilliant’s work on SoulPancake.com. When Mr. Gundry clicked on the link that Mr. Hadar had emailed, he was instantly granted full access to all areas of the code repository website. To Mr. Gundry’s utter shock and dismay, the code repository clearly showed that for several months, Think Brilliant had been covertly doing extensive work on the development of another software project (called Ziphook), which was a blatant violation of Think Brilliant’s agreement with SoulPancake and a direct contradiction to representations Mr. Hadar had previously made to SoulPancake. 15) With respect to Paragraph 15 of the Complaint, Mr. Wilson admits that he sent two emails on July 1, 2010, but denies that they included any false accusations or that they DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER AND COUNTER-CLAIMS 4 Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 5 of 31 Page ID#: 25 constitute defamation. Mr. Wilson further denies all other allegations in Paragraph 15 of the Complaint, including the allegation that he sent an email on July 6, 2010 making any false allegations about Plaintiff. 16) With respect to Paragraph 16 of the Complaint, Defendants deny any promise to deliver 20.16 percent ownership in SoulPancake to Plaintiff. SoulPancake and Think Brilliant discussed granting Think Brilliant an equity stake in SoulPancake.com as additional compensation for its services. These discussions occurred over the course of many months and culminated in a proposal in or around November 2009, pursuant to which Think Brilliant could potentially earn up to 18% equity in SoulPancake.com. In addition, SoulPancake and Think Brilliant discussed an equity exchange in which each company would receive a 3% interest in the other as a mutual bonus for a long-term relationship. Defendants further allege that a condition precedent to the payment of any compensation to Plaintiff (whether in the form of money or equity in SoulPancake or SoulPancake.com) was that Plaintiff agreed to dedicate all of its human resources, energies and efforts to SoulPancake.com. 17) In response to Paragraph 17 of the Complaint, Defendants hereby incorporate by reference each and every admission, denial and allegation in Paragraphs 1-16, inclusive, of their Answer as though set forth fully herein. 18) Defendants deny the allegations of Paragraph 18 of the Complaint. 19) Defendants deny the allegations of Paragraph 19 of the Complaint. 20) Defendants deny the allegations of Paragraph 20 of the Complaint. 21) In response to Paragraph 21 of the Complaint, Defendants hereby incorporate by reference each and every admission, denial and allegation in Paragraphs 1-20, inclusive, of their Answer as though set forth fully herein. 22) Defendants deny the allegations of Paragraph 22 of the Complaint. 23) In response to Paragraph 23 of the Complaint, Defendants hereby incorporate by reference each and every admission, denial and allegation in Paragraphs 1-22, inclusive, of their Answer as though set forth fully herein. DEFENDANTS SOULPANCAKE, LLC AND RAINN WILSON’S ANSWER AND COUNTER-CLAIMS 5 Case 3:10-cv-00796-PK Document 4 Filed 07/22/10 Page 6 of 31 Page ID#: 26 24) Defendants deny the allegations of Paragraph 24 of the Complaint. 25) In response to Paragraph 25 of the Complaint, Defendants hereby incorporate by reference each and every admission, denial and allegation in Paragraphs 1-24, inclusive, of their Answer as though set forth fully herein.

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