INDEX NO.653118/2014 FILED: NEW YORK COUNTY CLERK 12/22/2014 05:50 PM NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 12/23/2014 SUPREME COURT FOR THE STATE OF NEW YORK COUNTY OF NEW YORK LUKASZ GOTTWALD p/k/a DR. LUKE, KASZ MONEY, INC., and PRESCRIPTION SONGS, LLC, : Index No. 653118/2014 Plaintiffs, : FIRST AMENDED : COMPLAINT -against- KESHA ROSE SEBERT p/k/a KESHA, PEBE SEBERT, : Jury Trial Demanded VECTOR MANAGEMENT, LLC, and JACK ROVNER, : Defendants. Plaintiffs Lukasz Gottwald p/k/a Dr. Luke ("Gottwald"), Kasz Money, Inc. ("KMI") and Prescription Songs, LLC ("Prescription Songs") (collectively, "Plaintiffs"), by and through their undersigned attorneys, as and for their First Amended Complaint against Defendants Kesha Rose Sebert p/k/a Kesha ("Kesha"), Pebe Sebert ("Pebe"), Vector Management, LLC ("Vector"), and Jack Rovner ("Rovner") (collectively, "Defendants"), allege, with personal knowledge of their own actions, and upon information and belief as to the actions of others, as follows: PRELIMINARY STATEMENT Kesha is a recording artist and songwriter. Gottwald is a Grammy-nominated songwriter and producer of smash hit musical recordings. KMI and Prescription Songs are, respectively, a production company and a publishing company which.are both owned by Gottwald. 2. Kesha, her mother Pebe, and her managers Vector and Rovner are unhappy with contracts Kesha entered into with Plaintiffs, and will stop at nothing to get her out of them. In violation of her contractual agreements with Plaintiffs, Kesha has, at the urging of her mother and her managers, refused to comply with her ongoing obligations to deliver sound recordings 6547755.6 and compositions to Plaintiffs, to allow Gottwald to produce her work, or to account for or pay substantial royalties to KMI. To pressure Gottwald to acquiesce to the termination of these agreements, Kesha and her representatives have embarked on a highly public extortion and smear campaign against him. 3. Notably, this is not the first time that Kesha shamelessly elevated a garden variety contract disagreement to an entirely new level by raising disgusting, fictitious allegations with the intent of smearing Gottwald if she did not get her way. In late 2005, Kesha repudiated her obligations under her recording agreement with KMI. Shortly thereafter, her representatives began threatening Gottwald that if he did not agree to terminate that contract, false allegations of abuse of Kesha would be held over his head and made public. Because Gottwald refused to accede to these threats, Kesha eventually acknowledged that these accusations were false, reaffirmed her obligations under her contract with Kasz Money, and entered into a new publishing agreement with Prescription Songs dated November 26, 2008 that with the significant efforts of Gottwald resulted in Kesha's emergence as an international recording star. 4. Thereafter, in 2011 both Kesha and her mother were deposed in a lawsuit commenced against Kesha in New York by one of her former representatives. When questioned about the circumstances of Kesha's prior contractual repudiation, and while represented by one of the nation's premiere law firms, both Kesha and her mother testified unequivocally, at separate times and places and under penalty of perjury, that Gottwald had never engaged in any abuse of Kesha. Indeed, Kesha testified: "Dr. Luke never made sexual advances at me." 5. For years following Kesha's reunion with Gottwald and breakout success, Kesha and her mother expressed profound gratitude and admiration for all that Gottwald has done for their careers and their family. For example, in emails to Gottwald, Pebe stated: "Thank you 2 6547755.6 Lukell. You have changed our lives forever. I love you II" and "I know you are going to be a great dad." Similarly, Kesha sent Gottwald a birthday card stating: "Thank you 4 helping me make my WILDEST dreams come truer 6. However, over time, Kesha's relationship with Gottwald began to sour due to the wrongful and malicious interference of Pebe and Rovner — the first wanting more money, and the second wanting additional control over Kesha's career, as well as more money. Pebe and Rovner, both of whom have longstanding antipathy toward Gottwald, told Kesha that she could have greater artistic and financial success with another record label and publishing company, and convinced her to repudiate her contractual obligations to Plaintiffs. 7. Because Gottwald refused (and refuses) to walk away from his contractual rights, Kesha and Pebe have spread to the public false, disgusting and highly damaging statements about him to numerous third parties which constitute defamation per se. Among other things, they have revived the utterly baseless claim — which Kesha and Pebe previously acknowledged under oath to be false — that Gottwald purportedly committed abuse of Kesha nearly a decade ago. 8. Defendants' malicious conduct should not be countenanced. Gottwald has upheld his end of the bargain, devoting the better part of a decade to transforming Kesha from an unknown entity into a well-known recording star. Kesha's repudiation of her contractual relationships with Plaintiffs, and her and her mother's ongoing campaign to extort a release by tarnishing Gottwald's reputation, has caused tremendous damage as set forth herein. PARTIES 9. Gottwald is a California resident. 10. KMI is incorporated in the State of New York. 11. Prescription Songs is a California limited liability company. 3 6547755.6 12. Kesha is a California resident who is a singer-songwriter doing business in New 13. Kesha's mother, Pebe, is a Tennessee resident who is also a songwriter. Pebe is York. also known as Rosemary Sebert. Pebe's music publisher is based in New York, and during relevant time periods, Pebe has used a music attorney headquartered in New York. 14. Vector is incorporated in Delaware. Vector is authorized to do business in, and maintains an office in, New York. 15. Rovner is the President of Vector, is based in New York, is domiciled in New York, and does business in New York. JURISDICTION AND VENUE 16. This Court has personal jurisdiction over Kesha, Vector and Rovner pursuant to New York Civil Practice Law and Rules § 301. 17. This Court has personal jurisdiction over all Defendants pursuant to New York Civil Practice Law and Rules §§ 301 and 302 because they are transacting business in the State of New York, have engaged in acts in violation of Plaintiffs' rights in the State of New York, and/or have been and are causing injury to Plaintiffs in the State of New York. 18. The Court also has personal jurisdiction over Kesha because she consented to same in the "KMI Agreement" and the "Prescription Publishing Agreement," both of which are defined below. 19. This Court also has personal jurisdiction over Pebe pursuant to the "Split Agreement," defined below. 20. Venue is proper in the County of New York pursuant to the KMI Agreement, the Prescription Publishing Agreement, and the Split Agreement, all of which provide for sole jurisdiction in New York for any controversies regarding those agreements. 4 6547755.6 21. Venue is also proper in the County of New York pursuant to New York Civil Practice Law and Rules § 503. STATEMENT OF FACTS A. Gottwald Discovers Kesha and Signs Her to an Exclusive Recording Deal 22. Gottwald — who is professionally known as "Dr. Luke" — is a Grammy-nominated songwriter and producer of smash hit musical recordings by artists including Katy Perry, Britney Spears, and Kelly Clarkson, among others. Gottwald has written the most Number One songs of any songwriter ever. He was named by Billboard as one of the top ten producers of the decade in 2009 and the Producer and Songwriter of the Year for 2010, and was the 2010 ASCAP Songwriter of the Year. Gottwald is also the principal and owner of KMI, a company which furnishes the services of certain individuals in the entertainment industry. 23. In or about 2005, Gottwald discovered an unknown and unsigned musical artist named Kesha Rose Sebert when he listened to her "demo" tape. Recognizing her potential, Gottwald called Kesha at her home in Nashville, Tennessee and expressed interest in working with her. Kesha, in turn, was excited to be provided with an opportunity to work with Gottwald and record his songs. Thus, the parties' working relationship began. 24. In order to further their working relationship, Kesha entered into an exclusive recording agreement with Gottwald's company KMI, effective as of September 26, 2005 (the "KMI Agreement"). Kesha hired a sophisticated and experienced entertainment lawyer to negotiate the KMI Agreement on her behalf. 25. Under the terms of the KMI Agreement, Kesha agreed, among other things, that: (a) she would provide her exclusive recording services to KMI for a specified term, which at KMI's election could be extended through the release of Kesha's sixth album (which was later modified to her fifth album); (b) Gottwald would be engaged to provide production services for 5 6547755.6 at least six recordings on each Kesha album; and (c) Gottwald would be provided with a specified percentage of the sales of each such recording he produced. Gottwald is an expressly intended third-party beneficiary of the KMI Agreement. 26. The KMI Agreement expressly requires that any disputes regarding the agreement be litigated in the courts of New York — and not elsewhere. Specifically, Section 10(f) provides as follows: THE NEW YORK COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS IN NEW YORK COUNTY AND NOT ELSEWHERE. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. B. Dissatisfied With the Progress of Her Career, Kesha Makes Her First Attempt to Terminate the KMI Agreement by Making Extortionate Threats to Disclose False Allegations of Improper Conduct by Gottwald 27. Shortly following the entry of the KMI Agreement, Kesha began to express frustration that her recording career was not progressing as quickly as she had expected it would. Kesha had no experience in the music business and did not understand that the process of developing an artist does not occur overnight, but rather requires time, patience and hard work. 28. Thus, in late 2005, Kesha retained representatives who repudiated the ICMI Agreement on her behalf. At Kesha's behest, these representatives pressed a false and fictitious story on her behalf— that Gottwald had purportedly engaged in drug-related and other abuse of her.' In their communications with Gottwald and his team, Kesha's representatives made clear While Kesha's promulgation of this fictitious story is shocking, she has a long history of making false statements and engaging in hurtful behavior. For example, at the inception of her career, Kesha attempted to gain notoriety by repeatedly making false public claims that her father was the singer of a world-famous British rock and roll band, and refusing to acknowledge 6 6547755.6 that they would make this fictitious story public if Gottwald did not agree to terminate the KMI Agreement. However, Gottwald simply refused to accede to extortion and would not compromise his clear contractual rights. C. Kesha Abandons Her First Extortion Campaign, Reaffirms the K.11/11 Agreement, and Signs the Prescription Publishing Agreement 29. By 2008, Kesha had become deeply frustrated by her stalled career. No record company would or could sign her to a deal because she was already signed to KMI. At that time, Kesha disavowed her repudiation of the KMI Agreement, and reaffirmed that the agreement is valid and binding. Kesha and KM' executed amendments to the ICMI Agreement in 2008 and 2009, continuing their working relationship. 30.. In 2009, KMI also negotiated and executed an agreement with the RCA/JIVE record label to release and promote Kesha's recordings. Sebert simultaneously executed an Assent, Guaranty, and Entertainment Rights Agreement (the "Assent") whereby, inter alia, Sebert assented to the execution of the RCA/Jive recording agreement, and agreed to be bound by all grants and restrictions contained in that agreement. 31. On November 26, 2008, Kesha entered into a separate Co-Publishing and Exclusive Administration Agreement with Prescription Songs, Gottwald's publishing company (the "Prescription Publishing Agreement"). Again, this contract was negotiated on behalf of Kesha by an experienced and sophisticated entertainment lawyer. her actual father. Similarly, following a horrific school shooting, Kesha falsely told the public that she did not write, and was forced by Gottwald to sing, the lyrics of the song "Die Young," even though she had already proudly, and truthfully, taken credit for those lyrics. In another notorious incident, Kesha intentionally locked her mother out of her hotel room in Las Vegas, without money or shoes. Pebe was forced to wander the hotel's casino floor, begging for assistance. 7 6547755.6 32. The Prescription Publishing Agreement states in Paragraph 21(b) that: "The prevailing party in any legal action (after all appeals have been taken or the time for taking such appeals has expired) brought by one party against the other and arising out of this agreement shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to reimbursement for its costs and expenses (including court costs and reasonable fees for attorneys and expert witnesses) incurred with respect to bringing and maintaining any such action." 33. Like the ICMI Agreement, the Prescription Publishing Agreement includes a provision requiring that any disputes regarding the agreement be litigated in the courts of New York — and not elsewhere. Specifically, Section 21(a) provides: The state courts of the State of New York, County of New York and/or the Federal District Courts for the Southern District of New York, shall have jurisdiction and venue of any controversies regarding this agreement. Any action or other proceeding which involves such a controversy will be brought in the enumerated courts, and not elsewhere. In addition to accepting such jurisdiction, each party hereby waives any objection based upon forum non conveniens or any similar ground. 34. Kesha was represented by a sophisticated and experienced entertainment lawyer in connection with the negotiation of the 2008 and 2009 amendments to the ICMI Agreement, the Assent and the Prescription Publishing Agreement. D. Thanks to Plaintiffs, Kesha Enjoys Enormous Success, and Kesha and Pebe Repeatedly Express Their Gratitude to Gottwald for Same 35. Gottwald and KMI produced and promoted Kesha's debut album for KMI entitled Animal and follow-up EP for KMI entitled Cannibal, both of which were released in 2010. Both of these works feature extensive songwriting and production contributions from Gottwald along with the team he assembled and oversaw, have sold millions of copies worldwide, and have spawned numerous Number 1 singles, including "Tik Tok" and "We R Who We R." Gottwald put 8 6547755.6 substantial energy into taking Kesha — a previously unknown singer — and transforming her into the well-known artist that she now is. 36. In addition to making Kesha a star, Gottwald also provided Pebe with valuable songwriting opportunities. Indeed, in 2009, Gottwald provided Pebe with her first major songwriting opportunity in decades (a co-write for a famous third-party artist), knowing that doing so would allow Pebe to obtain a publishing deal. Pebe expressly acknowledged this to Gottwald, writing: "Thank you for keeping me on this song and changing my life." 37. This was far from the only favor which Gottwald graciously provided to Kesha's family. Pebe would regularly ask Gottwald to provide favors that would advance the entertainment-industry careers of herself and her other children; Gottwald often obliged. Kesha and Pebe both repeatedly expressed their gratitude and admiration for all that Gottwald had done for their careers and families. 38. For example, in a September 26, 2009 email to Gottwald, Pebe wrote: "You are part of our family, and I hope you know, as much as you have been there for Kesha and me, that we will always be there for you, as family, and friends,i f you need anything." And, in a June 4, 2010 email to Gottwald, Pebe stated: "Thank you Luke!" You have changed our lives forever. hove you I! Pebe". Similarly, in a July 16, 2011 email to Gottwald, Pebe wrote: "I know you are going to be a great dad." See Exs. A, B and C hereto. 39. Moreover, Kesha sent Gottwald a birthday card, with a handwritten note stating the following: To the foxxy-est producer EVER! Ur just getting better with time! Thank you 4 helping me make my WILDEST dreams come true! I love you! 9 6547755.6 See Ex. D hereto. 40. Kesha also rightly praised Gottwald in her 2012 autobiography My Crazy Beautiful Life, writing, among other things: "I had so many great songs that I had already done by myself, but Luke brought something new and fresh to my sound, and he encouraged me to be bold"; and "Luke is like a good coach. He is always pushing me and challenging me to get better." E. Kesha and Pebe Truthfully Testify in 2011 That Gottwald Never Made Any Sexual Advance at Kesha 41. On or about May 25, 2010, Kesha's former manager DAS Communications Ltd. ("DAS") commenced a litigation against Kesha and Gottwald. In its Complaint, DAS alleged that Kesha purportedly breached her management agreement with plaintiff dated January 27, 2006, and that Gottwald had allegedly tortiously interfered with that contract. Gottwald filed an Answer in which he denied those allegations, and asserted counterclaims against DAS for inducing Kesha to breach the KMI Agreement by repudiating it. The action was resolved amicably, and a Stipulation of Discontinuance was entered on November 21, 2012, 42. Prior to the resolution of the action, both Kesha and her mother were deposed. At their respective depositions, Kesha and Pebe were represented by a prominent national law firm. Moreover, Rovner personally attended Kesha's deposition. Gottwald was not present at either deposition. During the depositions, DAS's counsel asked each of these witnesses whether the accusations of purported abuse by Gottwald against Kesha were true. Both witnesses testified that they were false. 43. Specifically, Kesha testified that she never had an intimate relationship with Gottwald, that he had never given her a "date rape drug," and that he had never made a sexual advance toward her — let alone raped her. 10 6547755.6 Q. Dr. Luke never gave you coke or drugs? A. Dr. Luke never gave me coke. Q. Did he give you drugs? A. What kind of drugs? Q. Any kinds of drugs that are not purchasable at the pharmacy. [Kesha's attorney]: If you know. A: I don't know. [Q]: Do you know what a roofie is? A. Yes. Q. What is that? A. It's a drug. Q. Which does what? A. It's like a date rape drug. Q. Did Dr. Luke ever give you a mak? A. No. Q. Okay, when did you ever have an intimate relationship with Gottwald? — [Gottwald's counsel]: Objection as to form. A. No. Q. Were you ever with Gottwald at a time when you thought he was high? [Gottwald's counsel]: Objection to form. 11 6547755.6 A. He may or may not do drugs. Q. You don't know if he does drugs? A. I don't know if he does drugs. Q. Did you ever sleep with Mr. Gottwald in the same bed? A. Yes. Q. And you didn't have an intimate relationship while you were sleeping with him in the same bed? A. No. Q. Did your mother complain [to DAS] about Dr. Luke having made sexual advances to you? A. I don't know what my mother told to [DAS]. I know that I've Dr. Luke never made sexual advances at me, so — — See Ex. E hereto (emphasis added). 44. Pebe similarly testified neither her daughter nor anyone else ever told her that Gottwald had given Kesha a date rape drug and that she did not believe that Gottwald and Sebert had a sexual relationship: Q. ... Before that first meeting with — with [DAS], had anyone told you that Gottwald had slipped Kesha a date rape drug? A. No. Q. Did anyone ever tell you that at any time? A. No. Q. Are you aware of whether he had had any kind of sexual relationship with your daughter prior to the time you met with DAS at the Chateau Marmont? 12 6547755.6 A. I don't believe there was, no. See Ex. F hereto (emphasis added). F. Kesha Has Repudiated and Otherwise Breached Her Contracts with Plaintiffs 45. Despite the fact that the parties have had a tremendously successful business relationship, Kesha has now repudiated, and otherwise breached, the KMI Agreement and the Prescription Publishing Agreement. As set forth in Section G below, these breaches are the direct result of the wrongful conduct of Pebe, Rovner and Vector, in convincing Kesha that she should disclaim her obligations to Plaintiffs, and would have greater financial and artistic success after doing so. 46. Kesha's Breaches of the KMI Agreement. In addition to her outright repudiation of the KMI Agreement, Kesha has breached at least three material terms thereof. First, as modified by subsequent amendment, Section Two of the KMI Agreement requires Kesha to deliver five albums of her musical recordings to KMI. In breach of the agreement, Kesha has stopped delivering, and refuses to deliver, her recordings to KMI, even though she only previously delivered two albums to KMI. 47. Second, pursuant to Section Six of the KMI Agreement, Gottwald is entitled to produce no few than six (6) recordings on each of her albums. In breach of the agreement, Kesha now refuses to allow Gottwald to produce any recordings. 48. Third, pursuant to an amendment to the KMI Agreement dated May 18, 2009, Kesha is required, on a regular basis, to account to and pay KMI specified percentages of her revenues from merchandising, touring and other enumerated ancillary income streams on a periodic basis, and to "meaningfully consult" with KMI regarding all opportunities for such ancillary income. Kesha has breached the terms of this amendment by failing to account for or 13 6547755.6 pay large amounts of ancillary income to which KMI is contractually entitled. Specifically, Kesha has not paid a substantial sum of ancillary royalties for which she previously accounted. There are also large amounts of ancillary royalties due and owing for which Kesha has never accounted — let alone paid. Indeed, Kesha has not paid KMI any ancillary royalties whatsoever since June 2012. The sums which Kesha has failed to account for and/or pay, and now owes, under this amendment likely total, at minimum, several hundred thousand dollars. Kesha has also breached this amendment by failing to consult at all with KMI — let alone meaningfully consult — regarding her touring opportunities, merchandising opportunities, and other opportunities to earn ancillary income. 49. Kesha's Breach of the Prescription Publishing Agreement. In addition to her outright repudiation of the Prescription Publishing Agreement, Kesha has breached the duty of good faith and fair dealing inherent in that agreement. The Prescription Publishing Agreement provides for a term of three consecutive contractual periods: an "Initial Period," a "First Option Period" and a "Second Option" period. During each contractual period, Kesha is required to deliver to Prescription Songs a specified number of compositions written by her (the "Minimum Delivery Commitment"). Although there is no explicit deadline in the Prescription Publishing Agreement to fulfill the Minimum Delivery Commitment, the duty of good faith and fair dealing requires Kesha to fulfill it within a commercially reasonable period of time. Kesha has breached the duty of good faith and fair dealing by failing to deliver any compositions to Prescription Songs within a commercially reasonable period of time. G. Pebe, Vector and Rovner Have Induced Kesha's Contractual Breaches 50. Pebe, Vector and Rovner successfully convinced Kesha to repudiate her contracts with Plaintiffs. In pressing for Kesha to breach her contracts, Pebe, Vector and Rovner were motivated by malice and their own selfish interests. Certainly, it was not in Kesha's best interest 14 6547755.6 to do so — given that each and every one of her hit songs was co-written and produced by Gottwald. Further, it was tremendously risky — and, indeed illogical — for Kesha to repudiate her contracts with Plaintiffs, given that without Plaintiffs' agreement to terminate them, Kesha cannot sign with another record label or publisher and thus cannot legally release music for any third party. An additional negative consequence for Kesha of her improper repudiation is that she is contractually liable to Prescription Songs for the attorneys' fees and costs it incurs in connection with seeking judicial relief to remedy her breaches. 51. Pebe's Malice and Otherwise Improper Motivations. Pebe — a frustrated songwriter who had a smattering of success decades ago — has grown jealous of Gottwald's talent and accomplishments, and resentful of the fact that she has no commercially meaningful songwriting opportunities outside of those which Plaintiffs graciously provided her. Pebe has also grown resentful of the fact that only one of the numerous songs which she has co-written with Kesha (the "Pebe Co-Authored Compositions") was selected to be a single. Pebe also has malice toward Gottwald based upon her (incorrect) belief that in negotiations with Plaintiffs over the allocation of publishing revenue for Pebe Co-Authored Compositions, Pebe has ended upon with a smaller share of the revenue that that to which she believes she is entitled. Pebe further believes that if Kesha were able to obtain a new recording agreement with a third party then: (a) Pebe would have more control over the songwriting process; and (b) more songs Pebe co-writes would be selected as singles, and Pebe would receive the financial remuneration and public acclaim attendant with same. 52. Vector's Malice and Otherwise Improper Motivations. Over the years Rovner developed unmitigated animus toward Gottwald. This is due to the fact that in numerous conferences regarding Kesha's career which were attended by Gottwald, Rovner and third 15 6547755.6 parties, Rovner made suggestions regarding creative and business matters which Gottwald rejected. Rovner, who is the former head of a record label and is used to being treated as "the boss," was enraged by these perceived slights by Gottwald. The fact that third parties witnessed them made Rovner even angrier. This was far more than Rovner's ego could take; accordingly, Rovner now hates Gottwald. For years, he has refused to meet with or even speak to Gottwald, despite the fact that the major record label which distributes KMI's recordings repeatedly requested him to do so. By refusing to speak to Gottwald — the principal of Kesha's record label — Rovner failed to fulfill his essential role and most basic duties as Kesha's manager. Rovner's malice toward Gottwald was also readily apparent during the making of Kesha's second album Animal, when he instructed Kesha to refuse to show up for scheduled recording sessions with Gottwald, thereby costing KMI and Gottwald substantial amounts of money and wasting the time of Gottwald and many other writers and personnel. Rovner had no legitimate reason or justification to so instruct Kesha, and instead simply wanted to harm Gottwald. 53. Vector and Rovner also had an additional improper motivation in pushing Kesha to repudiate her contractual obligations to Plaintiffs. If Kesha had been able to successfully repudiate her contracts with Plaintiffs, she would be able to sign new recording and publishing deals with third parties that likely would have included large cash advances to Kesha. 2 The management commissions that Vector and Rovner would have been entitled to take from such advances are far larger than the commissions to which Vector and Rovner would have been entitled to take from KMI's and Prescription Songs' ongoing royalty payments to Kesha had she 2 A new record deal for a superstar artist — for whom the label does not need to put in the hard work of developing and creating a fan base — is inevitably more favorable than a deal signed by an unknown, who is an inherent risky proposition for a label, and for whom the label has to put in the "sweat equity" of developing and promoting. Thus, by pressing Kesha to repudiate her contracts, Vector and Rovner were seeking to deprive Plaintiffs of the benefits of their foresight and years of successful hard work. 16 6547755.6 not breached her agreements with Plaintiffs. Given that the potential financial upside of a repudiation by Kesha was so great, Vector and Rovner simply did not care that about the serious harm which a repudiation would cause to Kesha's career if Gottwald did not accept it. 54. Rovner's irrational hatred and malice towards Plaintiffs is further fueled by their association with companies with which Rovner previously had very bad professional and personal experiences and now utterly resents — RCA Records and Sony Music Entertainment ("SME"). (Kesha's records have all been marketed and released by RCA Records, which is wholly owned by SME.) Rovner's resentment against these companies stems from his years of employment at first Columbia Records and then RCA Records, which are both record labels that are currently part of the SME corporate family. 55. At an earlier point in his career, Rovner was an executive at Columbia Records. During his tenure there, a senior executive — who later became Rovner's boss and the head of SME — betrayed Rovner regarding a deeply personal matter. Rovner found working for the man who had done such personal harm to him to be a humiliating experience and caused him to be highly resentful. At some point thereafter, Rovner also served as the President of RCA Records, but according to public reports, he was ousted unceremoniously. This added to his longstanding grudge against SME and companies that have become affiliated with SME. H. Kesha and Pebe Engage in a Campaign of Defamation and Extortion to Pressure Plaintiffs to Accept the Termination of Their Agreements 56. Kesha and Pebe have orchestrated a campaign of publishing false and shocking accusations against Gottwald to extort Plaintiffs into: (a) letting Kesha out of the KMI Agreement and the Prescription Publishing Agreement; and (b) according Pebe a greater income share in the Pebe Co-Authored Compositions than that to which she is currently contractually 17 6547755.6 entitled. 3 Pebe and Kesha have discussed — and thus published — these accusations about Gottwald to one another. Kesha is the source of these accusations that Pebe has more broadly disseminated to third parties. These accusations are false, were published with malice, and constitute defamation per se. 57. The Defamatory Pebe Emails. The defamation and extortion campaign began on October 29, 2013, when Pebe emailed Gottwald's longtime entertainment lawyer, stating the following: Tomorrow I am going to start making public how Dr. Luke blackmailed me into giving him and Circuit publishing credit, on all songs I wrote on [the Kesha album entitled] [W]arrior, with Kesha and other writers and producers .... Luke date raped Kesha when she was 18. Nicky Hilton's birthday? Paris Hiltons house? Luke gave Kesha pills? She ended up naked in his hotel room 2 days later, no longer a virgin? Do we want all this to come out? [E]ither ... Luke releases Kesha from all legal contracts, and gives me back all my publishing, or we, Kesha and I tell the truth .... These accusations against Gottwald are all false — as Kesha and Pebe themselves both know and have stated under oath. 58. The next day, October 30, 2013, Pebe sent a follow-up email to Gottwald's entertainment lawyer, stating: "ps I am sending all of this to the blogger who has started the The percentage of income for which Pebe previously agreed for numerous of the Pebe CoAuthored Compositions is set forth in an agreement between Kesha and Pebe entitled Writer Split Agreement and Musical Composition License (the "Split Agreement") dated December 1, 2009. KMI is a third party beneficiary of this agreement. Paragraph 8 of the Split Agreement states that "The courts of New York, New York (state and federal) only will have jurisdiction of any controversies regarding this agreement and the parties hereto consent to the jurisdiction of said courts." The above-captioned litigation constitutes a controversy regarding the Split Agreement, for which Pebe (as well as Kesha) has consented to jurisdiction. 3 18 6547755.6 whole "Free Kesha" thing, sorry about the trail of truth you fucking criminals!" Again, Kesha and Pebe knew this defamatory accusation against Gottwald and his representatives was false. 59. The Defamatory Pebe Letter. On December 30 and 31, 2013, Pebe sent a letter via email in which she claim claimed, among other things, that "Dr. Luke abused Kesha, both physically and mentally." Again, as Kesha and Pebe are well aware, these accusations are false. Pebe sent this letter to a substantial number of recipients, including individuals named Emily Wright, Beka Tischker, Benny Blanco, Kool Kojak, Matt Squire, David Gamson, and Mike Eisele. 60. Despite the patent falsity of these accusations, Pebe has made clear that extortion is the ultimate goal of this defamatory campaign. In communications with Gottwald and his representatives, Pebe has threatened to further disseminate accusations of the type above unless Gottwald lets Kesha out of her agreements with Plaintiffs, and provides Pebe with a larger financial interest in the Pebe Co-Authored Compositions. 61. Plaintiffs have been informed that Pebe also published some or all of the aforementioned false accusations of fact to representatives of her music publisher Sony/ATV Music Publishing. 62. The Defamatory Kesha Letters. Thereafter, in January of 2014, Kesha sent handwritten letters to her fans setting forth additional knowingly false factual assertions regarding Gottwald. These false assertions included: "Yes, Dr. Luke has tortured me + my family ... he did do what people know about + so much more terrible shit"; "I'm here working out some emotional trauma + abuse, there is someone I work with that is so abusive"; and "Someone I work with has literally driven me into this disease, tortured me, and flicked with me 19 6547755.6 and my family ...." When Kesha sent these letters, she knew that they would be widely disseminated on the Internet by her fans and thereafter published in the press. 63. The Defamatory So-Called "Draft Complaint." Then, in the Summer of 2014, attorneys representing Kesha held a meeting in New York City with the general counsel of a major record label with which Gottwald does substantial business. At this meeting, Kesha's attorneys showed the general counsel a purported "draft complaint" against Gottwald which contained false and scurrilous accusations against Gottwald of, among other things, having raped Kesha, given her drugs against her will, and engaged in other purported acts of physical, sexual and emotional abuse of her. Kesha and her attorneys knew that all of the allegations of purported misconduct by Gottwald in this so-called "draft complaint" were wholly false, and made these accusations to the general counsel with malicious intent. 64. In yet another blatant act of extortion, Kesha's attorneys informed the general counsel that if Gottwald did not agree to let Kesha out of her recording agreement, they would file the "draft complaint," thereby tarnishing Gottwald's reputation. Obviously cognizant of the unlawful nature of this conduct, Kesha's attorneys refused to let the general counsel retain a copy of the "draft complaint," and refused to allow Gottwald or his representatives to even look at it. Gottwald still does not have a copy of this "draft complaint," and reserves the right to amend his pleading to add additional allegations regarding its content after he receives a copy of same. 65. Rovner personally attended the 2011 deposition of Kesha at which she explained under oath that Dr. Luke had never made a sexual advance at her, let alone abused her. Thus, Vector and Rovner are well aware that the baseless accusations of abuse set forth above are utterly false. Nonetheless, Vector and Rovner have been more than happy to play a key role in Kesha's and Pebe's repudiation scheme — which is premised upon these meritless accusations. 20 6547755.6 COUNT I (Cause Of Action Against Kesha and Pebe For Defamation) 66. Plaintiffs restate and incorporate by reference the allegations contained in paragraphs 1 through 65 as if fully stated herein. 67. The statements that Kesha and Pebe made concerning Plaintiffs, as detailed above, are false. 68. The false statements that Kesha and Pebe made concerning Plaintiffs were published to various third parties. 69. In making these false statements, Kesha and Pebe acted with wanton dishonesty such that punitive damages are warranted. Kesha and Pebe have also acted with malice. No privilege applies to the publication of these statements. 70. The statements about Gottwald have injured, and were made with an intent to injure, Plaintiffs' reputation, including Gottwald's reputation in his business as a music producer/songwriter who works closely with a broad range of artists and writers. As a result, Kesha's and Pebe's conduct rises to the level of defamationper se, and no proof of special harm or damages is necessary. 71. To the extent proof of special harm or damages is necessary, as a proximate cause of Pebe and Kesha's defamatory statements, Plaintiffs have suffered special damages to their reputations, and to existing and potential business relationships with other artists and record labels in an amount to be proven at trial, plus interest. COUNT II (Cause Of Action Against Kesha For Breach Of The ICNII Agreement) 72. Plaintiffs restate and incorporate by reference the allegations continued in paragraphs 1 through 71 as if fully stated herein. 21 6547755.6 73. The KMI Agreement and its subsequent 2008 and 2009 amendments are a valid contract between Kesha, on the one hand, and KMI and Gottwald, on the other hand. Gottwald is expressly intended as a third party beneficiary of the KMI Agreement. 74. KMI and Gottwald have fully performed their obligations under the KMI Agreement. 75. Kesha has repudiated the KMI Agreement. In violation of the terms of the KMI Agreement, Kesha has refused to comply with her ongoing obligations to deliver sound recordings to Gottwald, or to allow Gottwald to produce her work. Kesha has also refused to account for or pay KMI ancillary revenues which she owes under that agreement. 76. Because of Kesha's breach of contract, Gottwald and KMI are entitled to compensatory damages (including expectation damages and consequential damages) in an amount to be proven at trial, plus interest. COUNT III (Cause Of Action Against Kesha For Breach Of The Prescription Publishing Agreement) 77. Plaintiffs restate and incorporate by reference the allegations continued in paragraphs 1 through 76 as if fully stated herein. 78. The Prescription Publishing Agreement is a valid contract between Kesha, on the one hand, and Prescription Songs, on the other hand. 79. Prescription Songs has fully performed its obligations under the Prescription Publishing Agreement. 80. Kesha has repudiated the Prescription Publishing Agreement. Kesha has breached the duty of good faith and fair dealing inherent in the Prescription Publishing Agreement by refusing and failing to fulfill her Minimum Delivery Commitment within a 22 6547755.6 commercially reasonable period of time. Through these actions, and others, Kesha has breached her contractual duty to render her services exclusively to KMI during the contractual term. 81. Because of Kesha's breach of contract, Prescription Songs is entitled to compensatory damages (including expectation damages and consequential damages) in an amount to be proven at trial, plus interest. 82. Pursuant to Paragraph 21(b) of the Prescription Publishing Agreement, Prescription Songs is entitled to its costs and expenses (including court costs and reasonable fees for attorneys and expert witnesses) incurred with respect to bringing and maintaining this action. COUNT IV (Cause Of Action Against Pebe, Vector, And Rovner For Tortious Interference With The KMI Agreement And The Prescription Publishing Agreement) 83. Plaintiffs restate and incorporate by reference the allegations contained in paragraphs 1 through 82 above as if fully stated herein. 84. The KMI Agreement and its subsequent 2008 and 2009 amendments are a valid contract between Kesha, on the one hand, and KMI and Gottwald, on the other hand. Gottwald is expressly intended as a third party beneficiary of the KMI Agreement. 85. The Prescription Publishing Agreement is a valid contract between Kesha and Prescription Songs. 86. Pebe, Vector, and Rovner have knowledge of the KMI Agreement and the Prescription Publishing Agreement. 87, Pebe, Vector, and Rovner have each intentionally and maliciously interfered with Plaintiffs' contractual relationships with Kesha. Each has advised and/or cajoled and induced Kesha into repudiating the KMI Agreement and the Prescription Publishing Agreement and otherwise refusing to perform under those agreement. 23 6547755.6 88. As a result of Pebe, Vector, and Rovner's interference with Plaintiffs' contractual relationships with Kesha, Kesha has in fact repudiated the KMI Agreement and the Prescription Publishing Agreement and has otherwise failed and refused to perform under those agreements. But for this wrongful conduct, Kesha would not have breached the KMI Agreement and the Prescription Publishing Agreement. 89. As a proximate cause of Kesha's repudiation and breach of the KMI Agreement, Plaintiffs have suffered damages in an amount to be proven at trial, plus interest. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray that the Court grant them relief as follows: 1. On the first and fourth causes of action, direct, special, and/or punitive damages to Gottwald in an amount to be determined at trial. 2. On the second and third causes of action, compensatory damages in an amount to be determined at trial. 3. That the Court award Plaintiffs pre-judgment interest, attorneys' fees and costs, and such other and further relief as this Court deems proper. 24 6547755.6 DEMAND FOR JURY TRIAL Plaintiffs demand trial by jury of all claims so triable. DATED: New York, New York December 22, 2014 MITCHELL SILBERBERG & KNUPP LLP Christine Lepera Jeffrey M. Movit 12 East 49th Street, 30th Floor New York, New York 10017-1028 Telephone: (212) 509-3900 Facsimile: (212) 509-7239 Attorneys for Plaintiffs 6547755.5