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1 | VALLE MAKOFF LLP JEFFREY B. VALLE (State Bar No. 110060) 2. | jvalle@vallemakoff.com ILAN WISNIA (State Bar No. 249137) 3 | iwisnia@vallemakoff.com 11911 San Vicente Bivd., Suite 324 4 | Los Angeles, California 90049 Telephone: (310) 476-0300 5 | Facsimile: (310) 476-0333 Random Acts Entertainment, LLC, 6 | Attomeys for Defendants/Cross-Complainants 7 | Scott Elias, and Anna M. Elias 9 10 SUPERIOR COURT OF THE STATE OF CALIFORNIA it COUNTY OF LOS ANGELES 12 Case No.: BC 704628 GERE PRODUCTIONS. INC... Assigned to: Hon. Steven J. Kleifield 13 Dept.: 57 14 Plaintiff, CROSS-COMPLAINT FOR: v, 15 (1) BREACH OF WRITTEN AGREEMENT; RANDOM ACTS ENTERTAINMENT. 16 | LLC: SCOTT ELIAS: ANNA ELIAS: and (2) BREACH OF COVENANT OF GOOD Does 1 Through 10. Inclusive. FAITH AND FAIR DEALING; and Defendants. (3) BREACH OF FIDUCIARY DUTY. 19 | RANDOM ACTS ENTERTAINMENT, LLC. a Florida limited liability company: 20 | SCOTT ELIAS. an individual: and ANNA M. ELIAS. an individual, Cross-Complainants,| SURY TRIAL DEMANDED 22 ¥ 23 | RICHARD GERE, an individual: GERE PRODUCTIONS. INC. a California 24 | cornoration. d/b/a Richard Gere Productions. Inc.: and DOES | throush10, 25 | inclusive. 26 efendants. 27 28 ‘CROSS-COMPLAINT ao 10 I 12 13 4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Cross-complainants Random Acts Entertainment, LLC, Scott Elias, and Anna M. Blias, by and through their attorneys of record, hereby allege, upon personal knowledge with respect to themselves and to their actions and upon information and belief as to all other matters, against cross-defendants Richard Gere and Gere Productions, Inc. as follows: OVERVIEW 1. According to cross-defendant Richard Gere, “[t]he reality is, we can change. We can change ourselves. We can change our minds. We can change our hearts. And therefore the Universe changes.” Unfortunately, for Gere, the U.S. legal system exists far apart from the mythical universe that changes at his whim. When one changes their mind and decides to not perform on a contract, the U.S. legal system calls that a breach 2. This case is about Richard Gere’s attempt to steal a project that he does not own, and does not want to pay for. Gere’s conduct is the antithesis of the alleged Buddhist beliefs he publicly prattles on about. 3. In December of 2009, Gere agreed to enter into a joint venture with producers Scott Elias and Anna M. Elias to develop a film based on the book, “Bones of the Master: A Journey to Secret Mongolia,” “Bones of the Master” is a novel that Scott and Anna Elias had optioned years before, and had spent considerable time, effort, and money trying to develop. Based on the book’s story about a Zen Buddhist monk returning to China to try to find his master’s bones, as well as Gere’s well known affinity for the Buddhist culture and religion as a whole, this was a project that spoke to Gere. Indeed, Gere was so excited to partner with Scott Elias and Anna M. Elias on this project, that prior to entering into the Joint Producer Agreement with them, he told them that this was “the movie [he] was born to make.” 4. After entering into the Joint Producer Agreement with Scott Elias and Anna M. Elias —an agreement that gave Gere, Scott Elias, and Anna M. Elias “equal business and creative controt” in the project, Gere became increasingly indecisive, “changing” his mind as to various aspeots of the project that had initially been agreed upon between the parties (ie., budget of the 1 See hitp://www.dalailamafilm. com/actor-richard-gere-on-happiness-3031; see also, http://voicesinwartime.org/node/4224, 1 CROSS-COMPLAINT Bo Scere WW 12 1B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 film, style of the film, etc.). As his changes continued, yet still unhappy with the state of affairs (including with his own draft of the script), Gere began to take steps to isolate and cut out Scott Elias and Anna M. Elias from the project — in blatant breach of his obligations to them. This included, but was not limited to, hiring various writers over their objection, refusing to permit them to communicate with these writers, refusing to timely provide them with scripts drafted by these writers, preventing them from attending creative meetings, and generally refusing to respond to concems raised by them regarding what was transpiring, 5. When things finally came to a head in 2017, Gere took the position that Scott Elias, and Anna M, Elias had taken the project as far as they could, and that he would either proceed without them (notwithstanding his obligations to them under the Joint Producer Agreement) or ‘would stall them out long enough with no progress on the project so that they would have no choice but to abandon it in his favor. In short, despite the written joint venture agreement that gave Scott Flias and Anna M, Elias equal rights in all creative and business decisions regarding the project, a 50% ownership interest in the underlying property and screenplays based thereon, and a 50% interest in all profits from the venture, Gere unilaterally decided that it was his project alone to do with what he wanted. 6. When Scott and Anna Elias balked at his attempt to run off with their joint project, he proposed to buy them out of the deal, But he only offered $50,000 - significantly less than their own out of pocket costs in the project over the past eight years, less than what individual writers were paid to draft a script Gere disliked, and substantially less than the value of the project he wanted to buy. 7 Scott and Anna Elias tried for months to negotiate a more reasonable buy-out price. Gere, however, refused to negotiate in good faith, and instead shut down the negotiations and instituted a malicious public campaign of character assassination against them, falsely accusing them of the crime of extortion for simply seeking to negotiate a fair buy-out of the project they jointly own with Gere. 2 CROSS-COMPLAINT 10 ul 12 13 4 15 16 7 18 19 20 an 23 24 25 26 27 28 ‘THE PARTIES 8. Cross-complainant Random Acts Entertainment, LLC is a Florida limited liability company, with its principal place of business in Orlando, Florida, 9, Cross-complainant Scott Elias is an individual residing in Orlando Florida. 10, Cross-complainant Anna M, Elias is an individual residing in Orlando Florida. ‘Anna M, Elias and Scott Elias are the sole members and managers of cross-complainant Random Acts Entertainment, LLC. 11, Cross-defendant Gere Productions, Ine. (“GPI”), d/b/a Richard Gere Productions, is a California corporation, which on information and belief has it principal place of business in Los Angeles, California, 12, Cross-deféndant Richard Gere is an individual, who on information and belief, resides in Bedford, New York, and has consented to jurisdiction in California by entering into the Joint Producer Agreement which provides for jurisdiction in the State of California. On. information and belief, Gere is the sole owner and officer of Cross-defendant Gere Productions, Inc. 13, Cross-complainants are informed and believe, and on that basis allege, that the fictitiously named defendants identified herein as Does 1 through 10, and each of them, are in some manner responsible or legally liable for the actions, events, transactions and circumstances alleged herein. The true names and capacities of the fictitiously named defendants, whether individual, corporate, associate, or otherwise, are presently unknown to cross-complainants, and eross-complainants will seek to amend this complaint to assert the true names and capacities of such fictitiously named cross-defendants when they have been ascertained. For convenience, each reference herein to Gere and/or GPI will also refer to Does 1 through 10. 14, — Cross-complainants are informed and believe, and based thereon allege that, at all relevant times, each cross-defendant was the principal, agent, servant and/or employee of each of the remaining cross-defendants, and that the acts and omissions alleged to have been done by each cross-defendant was done in the capacity of and as principal or agent of the remaining cross~ defendants. 3 CROSS-COMPLAINT wR ww u 12 13 4 16 17 18 19 20 21 2 2B 4 25 26 27 28 STATEMENT OF FACTS 15, Cross-complainant Scott Elias is a successful production manager and producer, having worked on movies like Music & Lyrics, Two Weeks’ Notice, Divine Secrets of the Ya-Ya Sisterhood, Miss Congeniality 2: Armed and Fabulous, and The Lake House. 16, Cross-complainant Anna M, Elias (“Anna Elias”) is a successful independent film writer and producer, having written various TV pilots, independent films, adaptations, and most recently a first novel and its TV adaptation, Anna Elias is married to Scott Elias, and together, they own cross-complainant Random Acts Entertainment, LLC (“RAE”). 17. Cross-defendant Richard Gere (“Gere”) is a successful actor, having starred in such films as American Gigolo, Pretty Woman, Primal Fear, and Chicago. Gere is the Chief Executive Officer of Cross-defendant Gere Productions, Inc., d/b/a Richard Gere Productions arr’, 18. In August of 2007, RAE partnered with i.d.e.a.s Entertainment (“Ideas”) to option the rights to the book “Bones of the Master: A Journey to Secret Mongolia” by George Crane. ‘Thereafter, Anna Elias proceeded to work with Crane to write an initial screenplay adaptation of the book, as well as a second draft sereenplay. 19, Atthe same time, and continuing throughout 2008, Scott and Anna Elias worked tirelessly to develop the project. This included, but is not limited to, (1) creating draft budgets (in the $18 to $24 million range), (2) conducting virtual location scouting, (3) developing a business plan, (4) meeting with domestic and foreign investors, and meeting with various other third parties (Le., George Crane’s agent) to help further the production process. 20. In January of 2009, Scott and Anna Elias met with Gere at William Morris’ offices in NY to discuss the book and Anna’s adaption of it. Gere showed interest in the project, stating at the time that he wanted to come on board as a fellow producer and possibly star in the eventual film. Gere further stated that Anna Elias should continue as the screenwriter on the project. 21. During the course of 2009, further drafts of the screenplay were written by Anna Elias, with Gere providing various input into the then current draft. 4 ‘CROSS-COMPLAINT wauw een 10 u 12 13 14 15 16 7 18 19 20 2 2 23 24 25 26 27 28 22. Inthe winter of 2009, RAE bought out Ideas’ interest in its co-owned option to the “Bones of the Master” book, thereby becoming the sole holder in the option. 23. Ataround the same time, Gere continued to express his enthusiasm for the project, now saying that he wanted to direct the eventual movie, as it was “the movie [he] was born to make.” 24. Based on this excitement, Gere (alongside his GPI) entered into a Joint Producer Agreement with Scott and Anna Elias (alongside their RAE) on December 17, 2009 (the “JPA”). A true and correct copy of the December 17, 2009 JPA is attached hereto as Exhibit “1” and is incorporated by reference herein, 25. The JPA creates a joint venture between Scott and Anna Elias and Gere, Indeed, it ‘makes clear throughout that the parties have a 50/50 percent ownership interest in the project, that they both have equal control in the project’s development, and to the extent any one party has unique rights, those rights are expressly carved out therein. For example, Sections 1(B), 3(A), 3(B), and 4 to the JPA state: 1(B). “RAE hereby grants GPI an undivided one-half interest in the Book, the screenplay material based on the Book, and other materials of the Picture.” ee 3(A) “... Producers [defined as Scott Elias, Anna Elias, and Gere] shall have equal business and creative control. The parties agree to exercise their approval rights in good faith and expeditiously and in a manner so as not to frustrate the production of the Picture. No Agreement with any third parties respecting the development, financing, production, or distribution of the Picture shall be valid or binding unless set forth in writing and signed by both RAE and GPI.” 3(B) “Producers [defined as Scott Elias, Anna Elias, and Gere] acknowledge and agree that [Richard Gere] shall have the right to be (and decline to be) the director and star of the Picture and that Anna Elias shall be a writer on the Picture.” 4, “Upon mutual agreement of Producers, projects shall be submitted to third party studios, distributors, financiers, and other parties for the further development. All parties shall receive prior notice of and shall have the right to attend any meetings hereunder (i.e. the schedule for any meetings shall be set to ensure that both parties may attend...” See JPA at Sections 1(B), 3(A), 3(B), and 4 (emphasis added). 5 ‘CROSS-COMPLAINT wih Bw ao 10 i 12 1B 14 16 7 18, 19 20 21 22 23 24 25 26 27 28 26, Thereafter, and until the present, Scott and Anna Elias worked tirelessly to develop the project. This included, but is not limited to: (1) meeting with the book's main character, ‘Toung Tsai, (2) introducing Gere to Tsung Tsai, (3) travelling to China and inner Mongolia with ‘Tsung Tsai to research sites for book and meet other characters from the book, (4) scouting possible film locations, (5) contacting documentarians for a possible behind-the-scenes companion documentary, (6) contacting casting directors and actors, and (7) creating model mn schedules and budgets. produ 27. Inthe Spring of 2012, however, Gere inexplicably began to change his mind about the project, stating all of a sudden, and unilaterally, that he was unhappy with the current draft of the script. This was the case even though Gere had previously told Scott and Anna Elias that “(qfhe script is really good, it’s really good” and had shared that version of the script with various other producers and actors.’ On this basis, despite the JPA’s express requirements that Gere share creative control with Scott and Anna Elias, and that Anna Elias be a writer on the picture, Gere proceeded to create his own draft of the script. He did so refusing any input from either Scott or ‘Anna Elias 28. Months later, unhappy with his own draft, Gere unilaterally decided that a new writer needed to be brought in to work on anew draft of the script. Scott and Anna Elias disagreed with this assessment, but left with no choice by Gere, recommended John Sayles. Thereafter, Gere proceeded to bring John Sayles onto the project, and do so on financial terms that he alone negotiated. And again, Gere rejected any input on the script from Scott or Anna Elias, When Scott and Anna Elias tried to meet with Gere and Sayles, and/or at least get copies of the then operative drafts, Gere rejected such attempts. Making matters worse, Gere also told Scott and Anna Elias that he had unilaterally decided that the budget for the project would be around $5 million, even though they always discussed the film having a budget in the $20 million range. 2 ‘This included sharing the script with possible co-producers Jon Kilik and Jeremy Thomas, as well as potential actors in the film including South Korean singer Rain. 6 = ‘CROSS-COMPLAINT 10 uw 12 13 4 15 16 17 18, 19 20 21 2 23 24 25 26 27 28 29. In 2014, upon receiving Sayles’ fourth draft of the script, Gere again prevented Scott and Anna Elias from contacting Sayles with input. Instead, Gere told them that they should communicate any notes they might have to GPI’s executive, Caroline Kaplan (and that, presumably she would pass those notes along) 30. In November of 2014, still unhappy with the script, and again changing his mind, Gere decided to bring in Oren Moverman (the writer from a previous film Gere had worked on) to try his hand at rewriting the script. As before, this was done over the objections of Scott and Anna Elias, who again, were excluded from the negotiation process to determine the terms of Moverman’s compensation. Also as before, all attempts by Scott and Anna Elias to collaborate with Moverman were rejected by Gere. Further, all attempts to see Moverman’s drafts were rejected for months on end. 31. Eventually, one year after Moverman was brought on, Scott and Anna Elias finally saw Moverman’s draft of the script in December of 2015. When they sought to have a discussion with Gere about the draft, in March 2016, Gere made clear that he had no intention of continuing to work with them on the project, telling them: “You guys have taken it as far as you can. We need to take it to the next level” — apparently forgetting that Scott and Anna Elias were his 50/50 partners in the joint venture, not his employees. Gere shockingly made this statement as if Moverman was a party to the Joint Producer Agreement (which he was not) and/or held any right, title, or interest to the project (which he did not). Further, Gere shockingly made this statement even though he had been largely working on the script without Scott and Anna Elias since March of 2012 — or for the last four years — thereby making it impossible for them to have taken “it as far as” they could, 32. Simultaneously, notwithstanding their deteriorating relationship, in December of 2015, RAI and GPI jointly exercised the option they had in the Bones of the Master book, paying $35,000 for the purchase price, Notably, the “Exercise of Literary Option” agreement stated, in part, “it is acknowledged that the exercise ... is being made by and on behalf of (GPI and RAE] (collectively “Producer”) who are and shall be joint owners of the Rights.” Gere, perhaps in an effort to diffuse the deteriorating relationship, and because his inaction nearly cost the option for ‘CROSS-COMPLAINT ul 12 4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a second time, volunteered to make the $35,000 payment alone, stating that GPI’s half would just be recouped from the final film budget. Consistent with this agreement, neither GPI nor Gere ever asked for this payment in the months and years that followed. Indeed, not one e-mail, letter, invoice, or even verbal request seeking reimbursement for half the option price was ever made. Similarly, Scott and Anna Elias chose not to seek reimbursement for the costs they themselves ‘were incurring in trying to develop the project, also assuming this would be sorted out as part of the final film budget. 33. In June of 2016, after many requests, Gere finally shared Moverman’s latest draft of the seript with Scott and Anna Elias. Scott and Anna Elias were shocked to discover that Gere and/or Moverman had removed Anna Elias’ name from the cover page of the script ~ even though her work was clearly incorporated into the script and the joint venture agreement expressly provided that she was to be a writer on the project. Indeed, Gere falsely stated that “this version represents wholly the work of me and Oren and will continue that way up to the shooting script.” 34. Thereafter, in August of 2017, with the situation deteriorating even further, Gere decided that he did not want to work with his partners anymore. At first, he took the position that he would just proceed with the project alone, notwithstanding that he only owned 50% of the project. When Scott and Anna Elias made clear that they would not stand still and let him just steal the project, Gere proposed that he would simply buy out Scott and Anna Elias’ interest. But instead of negotiating in good faith, Gere told them that he was only willing to pay them $50,000 for their half of the project. This was far less than their out of pocket costs in the project, less than individual writers were paid for preparing a single script that Gere disliked, and substantially Jess than 50% of the value of the project itself. Nor did his proposal take into consideration the eight years of work they had done on the project. Scott and Anna Elias engaged for months with Gere, trying to negotiate a fair and reasonable buy-out deal — pursuing the idea that he himself had proposed to resolve their differences. 35. Unwilling to pay a fair price for the rights, Gere instead shut down the negotiations jus, shameful and wholly false campaign of character assassination against & ‘CROSS-COMPLAINT u 12 13, 14 15 16 17 18 19 20 21 22 2B 4 25 26 27 28 Scott and Anna Elias, accusing them of committing the crime of extortion for simply secking to negotiate a fair buy-out of the rights in the project they brought to Gere in the first place. 36. Gere’s conduct as alleged herein violated the express terms of his joint venture agreement with Scott and Anna Elias, violated the covenant of good faith and fair dealing implied in the joint venture agreement, and violated his fiduciary duty to his joint venture partners, all of which caused substantial damages to Scott and Anna Elias. FIRST CAUSE OF ACTION (or Breach of Written Agreement By All Cross-Complainants Against All Cross- Defendants and Does 1 through 10) 37. _ Cross-complainants RAE, Scott Elias, and Anna Elias (collectively, “Cross- Complainants") incorporate by reference each of the allegations in paragraphs 1 through 36 above, as though fully set forth herein. 38. On or about December 17, 2009, Cross-Complainants entered into a written Joint Producer Agreement with Gere and GPI, for Gere and GP! to join Cross-Complainants in trying to produce a film based on the book entitled “Bones of the Master.” 39. Under the Section 3(A) of the Joint Producer Agreement, Gere and GPI agreed that Cross-Complainants would have “equal business and creative controf” with them in the project. Further, Gere and GPI agreed that all agreements entered into with third parties would be “set forth in writing and signed by both RAE and GPI” Under Section 3(B) of the Joint Producer Agreement, Gere and GPI agreed that “Anna Elias [would] be a writer on the Picture.” Under Section 4 of the Joint Producer Agreement, Gere and GPT agreed that Cross-Complainants would “receive prior notice of” and “have the right to attend any meetings” related to the development of the project. 40. Cross-Complainants have performed all conditions, covenants and promises on their part required to be performed pursuant to the terms of the Joint Producer Agreement except to the extent that such conditions, covenants and promises were excused, waived, or prevented by Gere and/or GPI. 9 ‘CROSS-COMPLAINT 1 41, Cross-defendants Gere and GPI breached the Joint Producer Agreement by, among, 2. | other things, hiring various writers to work on the project over the objection of Cross- 3. | Complainants, refusing to permit Cross-Complainants to communicate with these writers, 4 | refusing to timely provide Cross-Complainants with scripts drafted by these writers, preventing 5 | Cross-Complainants from attending creative meetings with these writers, unilaterally changing 6 | the scope and budget of the project, and ultimately simply taking over the project as if it was his 7 | alone to develop and produce in total disregard of his obligations to Cross-Complainants. 8 42. Asadirect and proximate result, Cross-Complainants have been damaged in an 9 | amount to be proven at trial. 10 SECOND CAUSE OF ACTION u (For Breach of Covenant of Good Faith and Fair Dealing By All Cross-Complainants 12 Against All Cross-Defendants and Does 1 through 10) 13 43. Cross-Complainants incorporate by reference each of the allegations in paragraphs 14 | 1 through 36 above, as though fully set forth herein. 15 44. The Joint Producer Agreement, entered into under and governed by California law, 16 | contains an implied covenant of good faith and fair dealing, 7 45. Cross-Complainants have performed all conditions, covenants and promises on 18 | their part required to be performed pursuant to the terms of the Joint Producer Agreement except 19 | to the extent that such conditions, covenants and promises were excused, waived, or prevented by 20 | Gere and/or GPL. 21 46. Cross-defendants Gere and GPI breached the implied covenant of good faith and 22 | fair dealing by, among other things, hiring various writers over Cross-Complainants’ objection so 23 | asto dilute the writing efforts performed by Anna Elias, thereby preventing her from receiving 24 | credit as a writer on any finished script and film that may ultimately result. 25 47. Cross-defendants Gere and GPI further breached the implied covenant of good 26 | faith and fair dealing, by, among other things, excluding Cross-Complainants from participating 27 | inmeetings with the various writers hired by Gere over Cross-Complainants’ objections, refusing 28 | to permit Cross-Complainants to communicate with the writers hired by Gere, refusing to timely 10 ‘CROSS-COMPLAINT aus uN 12 1B 4 16 17 19 20 21 22 23 24 25 26 ar 28 provide Cross-Complainants with scripts drafted by the various writers hired by Gere, and ultimately simply taking over the project as if it was his alone to develop and produce in total disregard of his obligations to Cross-Complainants. The effect of these breaches by Gere and GPI were to unfairly interfere with Cross-Complainants’ right to receive the benefits of the Joint Producer Agreement including, but not limited to, Cross-Complainants right to exercise 50% creative control over the project. 48. Asa direct and proximate result, Cross-Complainants have been damaged in an amount to be proven at tral THIRD CAUSE OF ACTION (For Breach of Fiduciary Duty By All Cross-Complainants Against All Cross-Defendants and Does I through 10) 49. Cross-Complainants incorporate by reference each of the allegations in paragraphs 1 through 36 above, as though fully set forth herein, 50. As joint venturers with Gere and GPI, Gere and GPT owed a fiduciary duty to Cross-Complainants. 51. Gere and GPI breached their fiduciary duties by, among other things, engaging in a practice and pattern of conduct to isolate and cut out Cross-Complainants from the entire project (ie,, excluding Cross-Complainants from participating in meetings with the various writers hired by Gere over their objections, refusing to permit Cross-Complainants to communicate with the writers hired by Gere, and refusing to timely provide Cross-Complainants with scripts drafted by the various writers unilaterally hired by Gere), so to be able to take over the project for themselves alone. 52. Asadirect and proximate result of Gere and GPI’s breach of fiduciary duty, Cross-Complainants have incurred damages in an amount to be proven at trial. 53. Gere and GPI’s conduct as alleged herein is oppressive, fraudulent and/or malicious. Accordingly, Cross-Complainants seek an award of punitive damages against Gere and GP, ui CROSS-COMPLAINT we ww Scare itt 13, 14 15 7 18 19 20 21 22 23 24 25 26 27 28 PRAYER FOR RELIEF Wherefore, Cross-Complainants pray for judgment against Cross-defendants as follows: 1, For compensatory damages according to proof; 2, For punitive damages under Civil Code Section 3294; 3, For pre- and post-judgment interest according to law; 4, For costs and expenses of suit herein, including reasonable attorneys’ fees; and 5, For such other and further relief as the Court deems just and proper. Dated: May 2, 2018 VALLE MAKOFF LLP By: -7< (Beate Jeffrey B. Valle an Wisnia ‘Attomeys for Defendants/Cross- Complainants Random Acts Entertainment, LLC, Scott Elias, and Anna M. Elias vd ‘CROSS-COMPLAINT EXHIBIT A JOINT PRODUCER AGREEMENT The fillowng wil onfim te agretmen a of December 7, 2009 beeen Gee Productions, Inc GPL’) furnishing the services of Richard Gere CRG") and Random Acts Entertainment CRAB”) furnishing the services of Scott Elias and Anna Hiias (“Elias”), (RG and Elias are collectively referred to as “Producerg” and individually “Producer’), with respect to the joint devel ‘and possible production of a feature length motion picture (“Picture”) based on ‘the book entitcd "Bones of the Master” by Genrge Crane (“Book”). Rite A. RAE represents, warrants, and agrees as follows: (@) Ldea.s, Fntertainment IDEAS") originally optioned the theatrical motion picture rights to the Book, and IDEAS is hereby asnigning such option to RAE, On ar before December 32, 2009, RAE shall pay George Crane the amount of $2,500 which shall extend the ‘option period for 12 months (i.e, until December 31, 2010). In addition, RAB is paying $56,250 to Geaage Crane Crane” and Ken Wapner CWapnet’) t aequite al the. written by Crane and Wapner dated August 2, 2007 and (with Ann ‘on the Book. In addition, RAE.is paying $54,676 to IDEAS to acquire allright, title and interest of IDEAS in and to the Book, the above sereenplays, and the Picture. RAE shall promptly furnish RG ‘with a copy of any option or other rights agreements that relate to the Pichare. Gi) Pursuant to an agreement dated L/-K09RAB has the sole and exclusive option to acquire all motion pictur, television, DVD, home video and allied and ancillary ‘tights in and to the Book. Da pion ies $10,000 and the term of RAE's current rights extend until December 91, 2009. RAE) the right to extend the option far an additional 12 months upon the payment of $2,500. ‘RAE has the right to forther extend the option for an additional 12 months ‘upon the payment of $9,500. ‘The purchase price of the book is 1% of the final approved budget of ‘Picture, provided that the purchase price shall not be less than $50,000 nor more than $100,000 (the “Purchase Price”) which amount shall be reduced by any option payments that may be applicable under the option agreement, Gif) There are n0 known claims or liens on or against RAE's rights. Gv) RAE ia filly empowered and authorized to grant the rights set forth herein and to perform he eniesoaquved ereunde® = B. RAE hereby grants GPI an undivided one-half interest in the Book, the sereenplay material based on the Book, and other materials of the Pictare. 2. ‘Tamm: Theterm (“Term”) of this agrooment commences as of the date hereof and stall continne il the rights to the Bonk neert to he author, or ifa Picture is produced, for as long. as the Picture a protected under copyright law. 3. Development Services: ‘A. pon exeoution of this Agreement by the partie sn GPs approval of RAT'S substantiation of all costs it advanced and the chain of title documents, GPI shall reimburse RAE the amount of $56,712.50, representing 50% of the out-of pocket third party development costs set forth in Paragraph 2.8.0) above. In addition, on a prospective basis, GPI and RAE each agree to be ons le for, and to pay, 50X ofall development cost forthe Picture that are uutuall apnroved jn writing by GPT and RAE induding, but not limited to, the Purchase Price for the Book (if GPI and ‘RAE exercise the above option on the Bock), Development services on the Picture shell be rendered on an as needed basis (as determined by ench Producer) it being ‘acknowledged that each Producer may engage in any and all other activities which ‘or may not be competitive with the development of projects hereunder. jucers shail have equal business and ereative control. The parties agree to exercise their ® rights in god fat and expeditiosly and ina manner so a8 not to frustrate the production Picture. No: its with any third parties respecting the development, financing, production, or dstabution of pion ofthe Pico shal be valid or biding unless set forth ia wnting and signed by both RAE and GPL. B. Producers acknowledge and agree that RG shall have the tight to be (end to decline to be) the director and star of the Picture and that Anna Elias shall be a writer on the Pleture. IFRG only renders services as a producer af the Picture, then GPT agrees that it wil. consider adjusting its cash and contingent compensation, and credit in good faith (t acknowledged that the ultimate decision shall remain with RC and any such adjustment shall take nto account RG’s services in connection with the development of the Picture and RG's assistance to secure the etar, director, financier and/or distributor of the Picture). 4. Upon rutual agreement af Producers, ‘submitted to third party studios, distributors, financiers, and other parties for the further development, All parties shall receive prior notice of and shall have the right to attend any meetings hereunder (.e. the schedule for any ‘meetings shall be set to ensure that both parties may attend). If Producers enter into a written agreement for the financing of the Picture with a third party financier, Producers shall jointly negotiate with the financier thetr respective agreements and shall jointly agree on the terms including the cash and contingent compensation, credits, a and controls, expenses, office and essistant, ete. Any turnaround rights resulting from a studio/fmancier’s shandonment shall be jointly controlled by Producers. 5 Credit: Producers shall share individual producer aredit with the order of their ined, The: ion credit shall also be shared with such credits Being ina mutually determined order. leeds hereunder sal be corded inequal ize. of pe on screen an advertising ‘order as the parties shall designate). All other aspects Sac coo calle suet othe mutual determination of Producers 6. Allocation of Compensation: “As between the parties, all cash contingent, and other compensation and, fox producing serves rendered during development, production and post ion shall be spliton an equal basis (.c. 50% to Gere Produetions, Inc, and 50% to RAE) sa individual Producer is rendering services or furnishing rights in an additional eapacity (whether as a performer, writer, or director) then the partis shall consider adjusting such allocation taking into account any requiremants of exclusive services of a Producer and/or the fees paid to a multi capacity Producer. 7. Tpdemnity: RG ond Elias each agree to indemnify and hold harmless each other and their respective successors and assigns (and their respective officers, directors, shareholders, employees, attorneys and agents) from and against any and al claims, liabilities, costs, damages, Josses, judgments and expenses (inclnding, without limitation, reasonable outside attorneys’ and exper wines fos and corte, whether or not in eonnoston wi tation) arising ot of ori connection with any’ ‘any warranty, undertaking, representation or agreement made or entared into by them hereunder. 8. Neither party shall be entitled to assign its rights or obligations under this Ageeinene SAEURIRE eno he prorwnitan eonacatof he other pary exept to 8 person or entity which is controlled by, under common control with or controls such party (ie., 20 "oternal reorganization”), Notwithstanding the foregoing, upon completion of services the parties smay assign their right to receive compensation from the Picture to onc other party without the priot ‘written consent of such assignment. Inno event may RAE delegate the producing and/or writing servioes of Soott Elias or Anna Elias without GPI's prior written consent. Similaay, GPL may NC Aclogate RG’ services as.a producer and any services which RG may elect to render as the director and/or star, 9. Notices: Notices and payments to Producers hereunder shall be addressed to the appropnte ‘as follows: Richard Gere and Gere Productions, Ine. c/o Hirsch Wallerstein, fzyum Matlof + Fishman, 10100 Santa Monica Boulevard, #1700, Los Angeles, CA. 90067, Attention: Robert S. Wallexstein, Esq., and Random Acts Entertainment, LLC c/o Robert Zipser, Esq, Law Office of Robert Zipser, 2029 Century Park East, Suite 2500, Los Angeles, CA 90067 ‘HYPERLINK “mailto:annamelias@gmail.com" Sep alco & scotteliasg@gmail.com. All notices shall be sufficiently given when the same: ‘deposited so addreased, postage prepaid, return receipt in the United States mail, or by personal or messenger delivery upon the sending of a: (with a copy being deposited in the mail), prepaid and addressed as d,_All notices chal be simultaneously sent to the receiving party via transmission, 30, Ifthe Picture is produced by RAP and GPI, subject to any rights granted to the Gnancers and mtully approved agroeneaty Ra ani OFT aba ‘own in equal shares (50% owned by RAE and 50% owned by GPI) all right, title and interest in and to the Picture including, butmot limited to, the copyright therein and al renewals and extensions thereof. 24, California Jurisdiction: This Agreement shall be construed, interpreted and enforced in aceon aed rcened by te ln ofthe Stood Galo eppe to agreements executed and to be wholly performed within the State of Californin. This ‘nstrument constitutes the entire agreement between the parties and cannot be modified. except by a written instrument signed by both parties. Any legal or equitable action instituted dereunder shall be initiated in a court of competent jurisdiction in the State of California. 12, » Kurth [Lone Form Agre ‘The parties hereto will execute and deliver, or cause to be execute. delivered, all ‘be necessary and proper to carry out and effectuate the intents and purposes of this Agreement. ‘heparties may el by writen notice to enter inna more farmalagronment which sal alo sclude such ‘terms which are appropriate, customary and consistent with the rights and ‘blgatons set orth herein, Such formal agrooment hal ben in good th within customary’ when reunder. Until as 2 more formal agreement: ‘xeon the terms hereof chal e binding on and fully enforceahs against the parton the parties have executed this Agreementan this__ day of December, Joint producer bones of the master Rewkioomero DATENG “Midiy* 12/18/00

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