View
0
Download
0
Category
Preview:
Citation preview
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP GREGORY P. KORN (SBN 205306) gkorn@kwikalaw.com KATHERINE T. KLEINDIENST (SBN 274423) kkleindienst@kwikalaw.com 808 Wilshire Boulevard, 3rd Floor Santa Monica, California 90401 Telephone: 310.566.9800 Facsimile: 310.566.9850 Attorneys for TOMAS JEGEUS
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, WESTERN DISTRICT
TOMAS JEGEUS, an individual,
Plaintiff,
vs. AVIRON PICTURES, LLC, a Delaware limited liability company; WILLIAM SADLEIR, an individual; and DOES 1 through 10, inclusive,
Defendants.
Case No. COMPLAINT FOR: (1) BREACH OF CONTRACT (2) FRAUDULENT
MISREPRESENTATION AND CONCEALMENT
(3) NEGLIGENT MISREPRESENTATION
(4) QUANTUM MERUIT (5) DECLARATORY RELIEF DEMAND FOR TRIAL BY JURY
Electronically FILED by Superior Court of California, County of Los Angeles on 01/13/2020 04:19 PM Sherri R. Carter, Executive Officer/Clerk of Court, by J. Bradley,Deputy Clerk
Assigned for all purposes to: Santa Monica Courthouse, Judicial Officer: Mark Young
20SMCV00058
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 2 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
Plaintiff Tomas Jegeus (“Plaintiff” or “Jegeus”) by and through his attorneys, alleges the
following causes of action against Defendants Aviron Pictures, LLC, William Sadleir, and Does 1-
10, inclusive, and each of them, as follows:
INTRODUCTION
1. After nearly three decades of working at Twentieth Century Fox International
(“Fox”), Plaintiff Tomas Jegeus was considering his next career move, when William Sadleir
persuaded him to come onboard as the CEO of a relatively new film distribution company called
Aviron Pictures (“Aviron”).
2. Sadleir, the Chairman and Founder of Aviron, made a hard sell. Aviron had been in
the business of acquiring and distributing theatrical films for the past two years. Although some of
the company’s early films were successful, the most recent three films were all flops. As a result,
Aviron was in the market for new financing—and new leadership. Because of his background in
transactional and film financing, Sadleir said he had the new funding covered. In fact, he claimed
to have two or three different investors who had already written competitive financing offers and
were committed for at least the next five years. As for new leadership, that is where Jegeus would
fit in.
3. Based on Sadleir’s representations about Aviron’s funding and resources, Jegeus
knew exactly how to right the ship and turn Aviron into a prospering business. For example,
because Aviron had only been distributing its films domestically, it was leaving international
distribution revenues on the table. Jegeus, who has decades of experience in global distribution,
envisioned setting up international distribution deals and infrastructure to expand Aviron’s share
of the pie for each of its projects. Similarly, Jegeus planned to expand Aviron’s role to include
production of original content, not just distribution of acquired content, so that Aviron could take
greater control of its projects and ownership of the intellectual property. Finally, Jegeus wanted to
ensure that Aviron was ready to adapt to the changing landscape of filmed-entertainment, by being
open to episodic content and streaming platforms, not just theatrically-released, feature films.
4. Sadleir promised that Jegeus would be given the resources and support needed to
execute his vision—and that he would be well-compensated for his efforts. The parties ultimately
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 3 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
agreed to a $250,000 signing bonus, a $1 million annual salary, and incentive compensation that
included project bonuses and profit participation. By early June 2019, Sadleir had confirmed in
writing that the deal was “closed.”
5. The parties agreed that Jegeus would take the reins as CEO on July 15, 2019, and
Deadline released an exclusive on his hiring on his first day. In the meantime, the parties’
attorneys put together a long-form employment agreement, which was finalized and ready for
signature by mid-August.
6. It was around that time that Jegeus first began to suspect that something was amiss.
Despite having put in more than a month of work, Jegeus had yet to receive either his singing
bonus or his first or second paychecks. And while Sadleir had promised that the funding was a
done deal, the investments had not yet materialized.
7. When Jegeus confronted Sadleir about these issues, Sadleir strung him along,
promising that the funding was imminent and that he would get Jegeus paid forthwith. Months
later, both promises remained unfulfilled. Worse, even, Jegeus had learned additional details about
Aviron’s finances that raised serious red flags about the company, including that Aviron was
carrying large amounts of debt (making it next to impossible to secure additional funding) and that
Sadleir was using seemingly fabricated assets to entice new investors.
8. With Jegeus having been misled about the financial state of the company and
having worked nearly four months without pay, and with Aviron having failed to cure its material
breaches of Jegeus’s employment agreement, he exercised his right under the agreement to resign
for “Good Reason” and demanded the compensation and benefits owed to him in such event. In
response, Sadleir and Aviron not only refused to honor Aviron’s contractual obligations, but they
instead disingenuously claimed that Jegeus was entitled to receive nothing because, despite his
months of service, he was, according to them, never employed by Aviron at all.
9. The express provisions of Plaintiff’s employment agreements entitle him to receive
compensation not only for his past services, but also for the remainder of the two-year
employment term. Aviron has repudiated all of its obligations under this agreement, leaving
Plaintiff no choice but to proceed with this action.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 4 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
PARTIES
10. Plaintiff Tomas Jegeus is an individual residing in Los Angeles County.
11. Plaintiff is informed and believes, and on that basis alleges, that Defendant Aviron
Pictures, LLC is a limited liability company organized and existing under the laws of the State of
Delaware with its principal place of business in Beverly Hills, 90212, in Los Angeles County.
12. Plaintiff is informed and believes, and on that basis alleges, that Defendant William
Sadleir is an individual residing in Beverly Hills, California, 90210, in Los Angeles County.
13. Plaintiff is ignorant of the true names and capacities of Defendants Does 1 through
10 and therefore sue these Defendants by such fictitious names. Plaintiff will amend this
Complaint to allege these Defendants’ true names and capacities when ascertained. On
information and belief, each of these Defendants is responsible and liable in some manner for the
events alleged herein and damages caused thereby. On information and belief, Defendants, and
each of them, conspired with each other in doing all that is alleged herein, making the actions of
any Defendant attributable to all Defendants. On information and belief, at all times relevant
hereto, Defendants, and each of them, were agents of one another and in doing the things alleged
in this Complaint were acting in concert and within the course and scope of such agency and with
the knowledge and consent of each other.
JURISDICTION AND VENUE
14. Jurisdiction is proper in the Superior Court of the State of California for the County
of Los Angeles pursuant to section 410.10 of the California Code of Civil Procedure.
15. Venue is proper in Los Angeles County, California, pursuant to Section 392 et seq.
of the California Code of Civil Procedure because the Defendants are located in or reside in Los
Angeles County at the commencement of this action and because the causes of action herein arose
in Los Angeles County, and is proper in the Western District pursuant to Local Rule 2.3.
ALLEGATIONS COMMON TO ALL CAUSES OF ACTION
Jegeus’s Decades of Experience as an Executive at 20th Century Fox
16. Prior to joining Aviron Pictures, Jegeus had amassed decades of experience in film
marketing and distribution, primarily acquired during his more than 25 years at Fox.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 5 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
17. Jegeus began his career at Fox as the marketing director for its U.K. office in 1990
and quickly rose through the ranks. In 1998, Jegeus moved to Hong Kong after being promoted to
Vice President of Fox’s Asia/Pacific marketing division. Following a three-year stint as Executive
Vice President of Marketing for UIP in the early 2000s, Jegeus returned to Fox in January of 2005
as Executive Vice President at 20th Century Fox International in Los Angeles, where he oversaw
the international marketing campaigns for Fox’s films. Later that year, Jegeus was promoted to co-
president of the division. In 2013, Fox promoted Jegeus once again to Co-President of Global
Theatrical Marketing and Distribution, expanding his role to overseeing not only international
distribution and marketing, but domestic efforts as well. And, in 2015, Fox named Jegeus
President of Fox International Productions, putting him in charge of all international feature film
productions and acquisitions.
18. During his time at Fox, Jegeus helped spearhead the launch of numerous iconic
feature films and franchises, including Avatar, X-Men, Kingsman, Planet of the Apes, Ice Age, and
Night at the Museum, among others. Jegeus left Fox in 2018 in order to be home to help care for
his wife, who was suffering from a serious medical condition.
Sadleir Courts Jegeus for the CEO Position at Aviron Pictures
19. By the Spring of 2019, Jegeus was ready to explore new career opportunities.
During this time, Jegeus was considering a number of career moves, including positions at
independent production companies, big studios, and a leading talent agency, as well as the
possibility of creating his own production startup.
20. In or around March 2019, William Sadleir approached Jegeus about the possibility
of coming onboard as the CEO of Aviron Pictures. Aviron Pictures had been founded two years
earlier, in 2017, to acquire, market, and domestically distribute theatrical films, funded through an
affiliated entity called Aviron Capital.
21. This was not the first time Sadleir had tried to recruit Jegeus. In 2013, Sadleir had
tried to convince Jegeus to join his previous company, Clarius Entertainment. Jegeus was
promoted to Co-President of Global Theatrical Marketing and Distribution at Fox around the same
time, however, so he declined Sadleir’s overtures. Sadleir had also broached the possibility of
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 6 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
Jegeus joining Aviron during the summer of 2018, not long after Jegeus had left Fox, but Jegeus
was not yet ready to go back to work at that time.
22. When Sadleir approached Jegeus in early 2019, Aviron Pictures had enjoyed a few
early successes, but also suffered some recent setbacks. Its last three films, A Private War,
Serenity, and After, had struggled at the box office.
23. In light of its recent performance, Jegeus peppered Sadleir with questions about
Aviron’s structure, business model, and financial prospects. Sadleir repeatedly assured Jegeus that
the company was on solid footing and that additional financing was on its way to fund Aviron’s
next slate of films.
24. With regard to the financing, Sadleir explained that Aviron Capital had a revolving
credit facility with BlackRock, but that BlackRock had made the investment through a closed-end
real estate fund that was winding down. Therefore, Sadleir claimed, BlackRock would not be able
to provide the expansion capital needed for Aviron’s next slate of films. However, Sadleir assured
Jegeus that, “with BlackRock's support,” Sadleir had already received “separate, competitive
funding offers from HPS and Whitehorse Capital,” that a “wealth manager at Alex Brown, & Sons
is also preparing a similar funding.” He claimed that all of these investors were onboard for at
least the next five years. When asked how confident he was that the funding for a new film slate
would come through, Sadleir responded: “Elephant size confidence.”
25. With respect to Aviron's future, Sadleir and Jegeus discussed the need for new
leadership to navigate the ever-changing landscape of the filmed entertainment world. During their
discussions, Jegeus shared his vision for Aviron. So far, Aviron’s distribution efforts had been
limited to the North American markets. With his global experience and contacts, Jegeus could put
deals and infrastructure in place that would allow Aviron to profit from international sales and box
office receipts, not just domestic performance. In addition, Jegeus saw opportunities to grow
Aviron’s domestic distribution profits by expanding into production as well as streaming and
episodic content. Based on these discussions, Sadleir offered Jegeus the chance to shepherd
Aviron through that next phase and beyond, and promised Jegeus that he would be well-
compensated for his efforts.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 7 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
26. Even though Jegeus was exploring other potentially lucrative career opportunities,
the possibility of being at the helm of an organization that was poised to grow and evolve excited
him, and he decided to pursue the position.
Sadleir and Jegeus Strike a Deal
27. Once he decided that he was interested in the CEO position, Jegeus turned
negotiations over to his attorney, Peter Nichols ("Nichols"). Nichols reached out to Sadleir in late
April to discuss potential employment terms and compensation packages, and they exchanged
emails on the subject throughout May 2019. In the interim, even though he had not yet officially
started working for Aviron, Jegeus continued to consult with Sadleir regarding Aviron’s latest
films and business plan.
28. On May 17, Nichols proposed the following terms for Jegeus’s employment as
CEO of Aviron: (1) a 2 year term; (2) $250K signing bonus; (3) a base salary of $1 million per
year; (4) a production/acquisition bonus of $150K per picture; and (5) a profit participation of 6
percent.
29. On May 28, Sadleir responded to the proposed terms as follows:
1. Two year term is fine, although for both of our sakes I hope it will turn into two decades.
2. A $250K signing bonus is fine, although I may have to stagger the payments. I've also proposed as an alternative a 1% fee on any funding Tomas is helpful in attracting, but not less than $250K.
3. Base salary of $1M is reasonable.
4. Production/Acquisition bonus of $150K per picture is reasonable.
5. Let’s make the profit participation 6% of EBITDA, which is more beneficial and a better measurement.
30. After additional back and forth on the fifth term, the parties agreed that Jegeus
would be vested with a 6% profit, on a picture by picture basis, in perpetuity, for every film he put
in production or acquired, even if the money came in after the initial, two-year term. With this
final term resolved, Sadleir confirmed in writing in a June 5, 2019 email: “We're closed.” He said
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 8 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
his attorneys would put together long-form documentation and send a draft for review in the next
few days.
While the Parties Negotiate a Long Form, Jegeus Starts Work as CEO
31. Although negotiations for a long-form agreement went smoothly, they dragged out
through the summer months. While those negotiations were ongoing, the parties agreed that July
15, 2019 would be Jegeus’s official start date as CEO—although he had been informally
consulting with Sadleir on Aviron’s business and taking meetings with Sadleir and potential
business contacts since late April.
32. On July 15, 2019, Jegeus officially started as CEO, and Aviron announced his new
position through an “exclusive” in Deadline. According to the article, Sadleir extolled the
experience and connections that Jegeus brought to the company, saying, “Tomas brings a wealth
of expertise and relationships in these new verticals, as well as a passion for bridging the gap
between traditional models and innovative solutions to the ever-changing landscape of the film
marketplace. His addition to the Aviron family at this juncture allows us to amplify our operations,
develop our new slate accordingly and be poised for continued success and growth in the future.”
33. Once Jegeus had officially started working, negotiations for the long-form
documentation stalled. Nichols reached out to Sadleir in late July to ask whether there were any
open issues, but Sadleir did not respond. Nichols followed up twice more before he finally
received a response from Sadleir on August 19. In that email, Sadleir indicated that the changes
looked fine, and he only had one minor change to Exhibit A, Contingent Compensation. With that
one change, he said, “we'll get it signed and closed.” Nichols responded, “Ok, great. Will do.” He
promised to make the change that afternoon and send out an execution copy.
34. Even though the parties agreed to the long-form documentation in August, by mid-
September, Sadleir still had not signed the execution copy. Worse, Jegeus, who had been officially
working as Aviron’s CEO for more than two months, still had not been paid. Nor were the
business expenses that he personally incurred being reimbursed by the company, as agreed. When
Jegeus asked Sadleir about the long-form documentation and his compensation during a meeting
on September 24, Sadleir assured him that he was happy with the long-form as drafted and
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 9 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
promised that he would sign it that week. Sadleir also represented that Aviron would receive the
first wave of investment in the next two weeks, and Jegeus would receive all pay retroactively
(back to his July 15 start date) as soon as the funding came in. Even though Jegeus’s right to
receive compensation was never conditioned on Aviron’s ability to receive funding, Jegeus took
Sadleir at his word that he would soon be made whole.
35. Over the following six weeks, however, Sadleir continued to drag his feet on
signing the long-form documentation, and Jegeus continued to work without getting paid.
Jegeus Discovers that Sadleir Misrepresented Aviron's Financial Position
36. After joining Aviron, Jegeus discovered that Sadleir had materially misrepresented
Aviron's financial prospects, as well as the resources that would be available to him to right the
ship as CEO.
37. For example, contrary to Sadleir’s guarantee that Aviron would soon secure new
funding—and that he had multiple, competitive funding offers in hand—the reality was much
bleaker. After Jegeus came onboard, he found out that there were no funding offers on the table
from HPS, Whitehorse Capital, and Alex Brown, & Sons. Rather, Sadleir seemed to be focused
almost exclusively on obtaining additional funding from BlackRock. To make matters worse,
Jegeus learned that Aviron’s credit facility with BlackRock was almost completely tapped out, and
that Aviron was carrying large amounts of debt on its books. Sadleir ultimately confessed to
Jegeus that BlackRock was unable to provide additional funding until Aviron had paid down at
least some of its existing debt to BlackRock.
38. Because of Aviron’s dire financial situation, the role Jegeus was asked to take on
after joining Aviron bore no resemblance to what Sadleir had promised. Sadleir had told Jegeus
that he would take care of the funding (which was basically a done deal) and that the company was
ready to grow significantly from 28 employees to 40 or 50. This would allow Jegeus to hire the
production team and international executives needed to execute his vision for the company.
Instead, Jegeus came onboard only to find he had been lured onto a sinking ship, and he was
forced to refocus his efforts on helping Sadleir secure funding to keep Aviron afloat.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 10 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
Sadleir’s Representations to Potential Investors Raise Red Flags
39. Sadleir’s deception did not stop after Jegeus came onboard as CEO. While they
were trying to obtain new funding, in September or October of 2019, Sadleir represented to Jegeus
(and others) that Aviron has pre-bought national advertising with GroupM, one of the world's
leading media companies. Sadleir told Jegeus that he should use this purported pre-bought
national advertising time as collateral to secure additional investments. At one point, however,
Sadleir mentioned that he hoped no one would look too closely at the pre-bought advertising
numbers because they “exist only as a line item in GroupM's books.”
40. Unclear about the amount and status of the GroupM pre-bought advertising, Jegeus
decided to do some digging. Based on his investigation, no such pre-bought advertising exists.
Sadleir appears to be using a fabricated asset to induce potential investors to provide new funding
for Aviron. Even worse, he tried to convince Jegeus to unwittingly do the same.
Jegeus Resigns for Good Reason
41. Pursuant the agreed-upon long-form agreement (the “Employment Agreement”),
Jegeus had the right to resign for Good Reason. “Good Reason” as defined in the Employment
Agreement, includes “the failure by the Company to pay the Executive any material sum due
under this Agreement” and “the material breach of the agreement by Company.” If Jegeus resigns
for Good Reason, he is entitled to receive not only his accrued compensation and benefits, but also
Severance Benefits consisting of the “continuation of [Jegeus’s] Annual Salary for the remainder
of the Employment Term and any outstanding vested Profit Participation Awards and unpaid
Picture Bonuses which accrue during the remainder of the term.”
42. The Employment Agreement provides that during the two-year Employment Term,
which began on July 15, 2019, Jegeus “shall receive an annual base salary of One Million Dollars
($1,000,000) per year, which shall be payable on a twice monthly basis in accordance with the
Company's usual payroll practices.” Jegeus officially began providing services to Aviron as CEO
on July 15, 2019. Nevertheless, months after starting work, Aviron had not paid Jegeus one penny
of his $250,000 signing bonus or his regular salary.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 11 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
43. Sadleir and Aviron were on notice throughout Jegeus’s employment that Aviron
was materially breaching its agreement to pay Jegeus the compensation owed to him under his
employment contract, and the parties repeatedly discussed the fact that Jegeus was not being paid.
Nevertheless, at no point did the company attempt to or succeed in curing its material breaches of
contract.
44. Accordingly, on November 6, 2019, Jegeus resigned for Good Reason, and
demanded the Severance Benefits that he is entitled to pursuant to the Employment Agreement.
Aviron Refuses to Honor the Parties’ Agreement
45. Aviron’s response to Jegeus’s resignation was even more detached from reality
than the sales pitch Sadleir used to bring Jegeus onboard. Despite the fact that Jegeus had been
officially brought on as CEO nearly months earlier—and his employment had been announced in
the press—Aviron took the preposterous position that Jegeus was never really employed by
Aviron at all. Rather, Aviron now claims that Jegeus’s employment had always been conditioned
on (1) Aviron securing new funding with Jegeus's assistance, (2) BlackRock approving Jegeus as
CEO, and (3) the parties' decision to move forward after a “90-day mutual trial employment
period.” Aviron further contends that, despite his months of work for the company, Jegeus is
entitled to no compensation or Severance Benefits. Aviron's newfound position is absurd.
46. At no point during the parties’ discussions and negotiations did Aviron or Sadleir
ever suggest that Jegeus’s position would be contingent on Aviron securing new funding or on
BlackRock’s approval. Nor did the parties ever discuss the possibility of a “90-day mutual trial
employment period.” Jegeus never agreed to any of these purported conditions on his
employment. And none of these purported conditions were ever included in the long-form
employment contract that the parties drafted, or in the agreement consummated in writing (via
email) that preceded it. Aviron invented these purported conditions precedent, after Jegeus
resigned, in a transparent attempt to flout its contractual obligations.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 12 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
FIRST CAUSE OF ACTION
(Breach of Contract – Against Aviron and Does 1-10)
47. Plaintiff realleges and incorporates by reference the allegations contained in
Paragraphs 1 through 46 as though fully set forth herein.
48. The long-form contract negotiated and agreed upon by the parties is a valid,
binding contract (hereinafter, “Employment Agreement”) by virtue of the parties’ performance
thereunder, and by virtue of Aviron’s acceptance of the benefits of Jegeus’s performance and the
Employment Agreement. Alternatively, the parties entered into a valid and enforceable contract
through a series of emails setting forth the material terms of an employment contract and
culminating in Sadleir’s email that the deal on those terms was “closed” (“Email Agreement”).
The Employment Agreement and Email Agreement are hereinafter referred to individually and
collectively as the “Agreements”
49. Plaintiff has fully complied with his obligations under the Agreements except as
waived or excused by Aviron.
50. Aviron has materially breached the Agreements and the implied covenant of good
faith and fair dealing by, inter alia, failing and refusing to pay the monies, other benefits, and
expense reimbursements due to Plaintiff under the Agreements and repudiating Plaintiff’s right to
receive Severance Benefits going forward under the Agreements.
51. Aviron’s material breaches of the Agreements have denied Plaintiff the benefit of
their bargain and have proximately caused damages to Plaintiff. The exact amount of these
damages will be proven, but they are in excess of $2,250,000.
SECOND CAUSE OF ACTION
(Fraudulent Misrepresentation and Concealment – Against All Defendants)
52. Plaintiff realleges and incorporates by reference the allegations contained in
Paragraphs 1 through 51 as though fully set forth herein.
53. Sadleir represented to Plaintiff and his agents, in conversations, text messages, and
emails, that Plaintiff would be employed as the Chief Executive Officer of Aviron; that Plaintiff
would receive a $250,000 signing bonus; that Plaintiff would be paid an annual salary of
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 13 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
$1 million on a twice monthly basis; that Plaintiff would receive additional bonus compensation
and profit participations; that Plaintiff’s business expenses would be reimbursed by Aviron; that
Aviron would be receiving new funding; and that, in his role as CEO, Plaintiff would be allowed
to hire at least a dozen new employees to implement his vision for the company. Sadleir further
represented that Aviron’s financial outlook was good, and that it would have sufficient resources
to acquire, produce, and distribute films.
54. These representations and statements by Sadleir were false at the time they were
made. Sadleir knew he had no intention to comply with the promises made to Plaintiff, and had no
intention for Aviron to comply with the terms of its Agreements with Plaintiff. On information
and belief, Sadleir secretly intended not to comply with the terms of the Agreements or to pay
Jegeus the compensation he was promised unless and until Aviron secured new financing—an
undisclosed condition precedent that was never discussed, agreed to, or documented in the
Agreements. Sadleir purposefully failed to disclose to Plaintiff that Aviron would not be
complying with the Agreements to induce him to accept a position at the company and to begin
work on its behalf.
55. Sadleir further knew that his representations concerning Aviron’s financial status
and ability to acquire, produce, and distribute films were false. Sadleir purposefully concealed
from Plaintiff the true financial condition of Aviron, including its debts to BlackRock and other
creditors.
56. Sadleir purposefully made false representations, and concealed material facts, with
the intent to induce Plaintiff to rely on those false representations and omissions.
57. Plaintiff was unaware of the falsity of Sadleir’s representations, and was unaware
of the material facts that were concealed from him. Plaintiff was induced to rely on, and
reasonably did rely on, Sadleir’s fraudulent statements and omissions by passing up other job
opportunities, refraining from seeking other employment, and accepting a position with Aviron.
Plaintiff also relied on Sadleir’s fraudulent statements and omissions by incurring business
expenses in the performance of his duties as CEO.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 14 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
58. Plaintiff has suffered damages as a result of Sadleir’s false representations and
material omissions, the exact amount of which will be proven at trial.
59. In committing the fraud alleged above, Sadleir acted intentionally, maliciously, and
oppressively, with a willful and conscious disregard of Plaintiff’s rights, so as to constitute
oppression, fraud, or malice under the law. Accordingly, Plaintiff is entitled to recover punitive
and exemplary damages in an amount sufficient to punish Sadleir and to deter similar conduct in
the future.
THIRD CAUSE OF ACTION
(Negligent Misrepresentation – Against All Defendants)
60. Plaintiff realleges and incorporates by reference the allegations contained in
Paragraphs 1 through 59 as though fully set forth herein.
61. Sadleir represented to Plaintiff and his agents, in conversations, text messages, and
emails, that Plaintiff would be employed as the Chief Executive Officer of Aviron; that Plaintiff
would receive a $250,000 signing bonus; that Plaintiff would be paid an annual salary of
$1 million on a twice monthly basis; that Plaintiff would receive additional bonus compensation
and profit participations; that Plaintiff’s business expenses would be reimbursed by Aviron; that
Aviron would be receiving new funding; and that, in his role as CEO, Plaintiff would be allowed
to hire at least a dozen new employees to implement his vision for the company. Sadleir further
represented that Aviron's financial outlook was good, and that it would have sufficient resources to
acquire, produce, and distribute films.
62. These representations and statements by Sadleir were false at the time they were
made.
63. Sadleir made these false representations negligently, and with the intent to induce
Plaintiff to rely on those false representations and omissions.
64. Plaintiff was unaware of the falsity of Sadleir’s representations. Plaintiff was
induced to rely on, and reasonably did rely on, Sadleir’s misstatements and omissions by passing
up other job opportunities, refraining from seeking other employment, and accepting a position
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 15 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
with Aviron. Plaintiff also relied on Sadleir’s fraudulent statements and omissions by incurring
business expenses in the performance of his duties as CEO.
65. Plaintiff has suffered damages as a result of Sadleir’s negligent misrepresentations
and omissions, the exact amount of which will be proven at trial.
FOURTH CAUSE OF ACTION
(Quantum Meruit – Against Aviron and Does 1-10)
66. Plaintiff reallege and incorporate by reference the allegations contained in
Paragraphs 1 through 65 as though fully set forth herein.
67. Plaintiff provided services to Aviron as its acting CEO from at least July 15, 2019
through November 6, 2019, with the understanding that Plaintiff would receive compensation for
these services. In addition, Plaintiff provided informal consulting services prior to his official start
date as CEO, based on his understanding that he had secured a two-year employment contract to
act as Aviron’s CEO and that he would receive the agreed-upon signing bonus, salary, project
bonuses, and profit participations, as outlined in the Agreements. Plaintiff’s services were not
gratuitously rendered.
68. Aviron accepted Plaintiff’s services until his resignation for Good Reason on
November 6, 2019.
69. Aviron has not provided any compensation for Plaintiff’s services. Moreover, in
November of 2019, Aviron took the position that Plaintiff is not entitled to any compensation for
the services Plaintiff provided to Aviron.
70. Accordingly, Aviron has been unjustly enriched to Plaintiff’s detriment, and
Plaintiff is entitled to compensation for the reasonable value of his uncompensated services.
FIFTH CAUSE OF ACTION
(Declaratory Relief – Against Aviron and Does 1-10)
71. Plaintiff realleges and incorporates by reference the allegations contained in
Paragraphs 1 through 70 as though fully set forth herein.
72. An actual controversy has arisen and now exists between Plaintiff and Aviron with
respect to their rights and obligations under the Agreements.
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 16 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
73. Plaintiff contends that he resigned for Good Reason pursuant to the Employment
Agreement and is therefore entitled to receive not only the Accrued Benefits, but also Severance
Benefits going forward.
74. Aviron contends that the Agreements never became effective and that Plaintiff is
not entitled to anything thereunder, including Accrued Benefits and/or Severance Benefits.
75. A declaration is necessary and appropriate at this time so that the parties may
ascertain their respective rights and obligations.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for judgment as follows:
1. On the First, Second, and Third Causes of Action, for an award of compensatory
damages in an amount to be determined at trial;
2. On the Second Cause of Action, for an award of exemplary and punitive damages;
3. On the Fourth Cause of Action, for restitution in the amount equal to the reasonable
value of the Plaintiff’s uncompensated services;
4. On the Fifth Cause of Action, for a declaratory judgment that the Employment
Agreement and/or Email Agreement are valid and enforceable contracts, that Plaintiff resigned
with Good Reason pursuant to the Employment Agreement, and that Plaintiff is entitled to receive
Accrued Benefits and Severance Benefits pursuant to the Employment Agreement;
5. For an award of attorney’s fees and costs;
6. For pre-judgment interest at the maximum legal rate; and
7. For such other and further relief as the Court may deem just and proper.
DATED: January 13, 2020 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
By: /s/ Gregory Korn
Gregory P. Korn Attorneys for TOMAS JEGEUS
Dead
line
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30544-00002/678500 17 COMPLAINT
KIN
SE
LL
A W
EIT
ZM
AN
IS
ER
KU
MP
& A
LD
ISE
RT
LL
P
808
WIL
SH
IRE
BO
ULE
VA
RD
, 3
RD
FLO
OR
SA
NT
A M
ON
ICA
, C
ALIF
OR
NIA
90401
TE
L 310.5
66.9
800
•
FA
X 3
10.5
66.9
850
DEMAND FOR TRIAL BY JURY
Plaintiff hereby demands trial by jury on all issues and causes of action triable by jury.
DATED: January 13, 2020 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
By: /s/ Gregory Korn
Gregory P. Korn Attorneys for TOMAS JEGEUS
Dead
line
Recommended