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DOCUMENT 2

ELECTRONICALLY FILED
3/15/2016 3:59 PM
41-CV-2016-900078.00
CIRCUIT COURT OF
LAUDERDALE COUNTY, ALABAMA
MISSY HOMAN, CLERK

IN THE CIRCUIT COURT OF LAUDERDALE COUNTY, ALABAMA


CHRISTMAS OF LIGHT
PRODUCTIONS, LLC,

)
)
)
Plaintiff
)
)
v.
)
)
PROVIDENT GLOBAL CAPITAL, LLC,
)
BRYAN ROBINSON, IN:CIITE MEDIA, LLC, )
and TRIPLE HORSE PICTURES, LLC.
)
)
Defendants.
)
)

Case Number CV-2016-_________

COMPLAINT
COMES NOW, Christmas of Light Productions, LLC, by and through its undersigned
counsel and sues Defendants Provident Global Capital, LLC, Bryan Robinson, in:ciite media,
LLC, and Triple Horse Pictures, LLC, and in support thereof would say:
PARTIES AND JURISDICTION
1.

Plaintiff, Christmas of Light Productions, LLC is a limited liability company organized


and existing under the laws of the State of Alabama with its principal place of business
being in Lauderdale County, Alabama.

2.

Defendant Provident Global Capital, LLC is a limited liability company organized and
existing under the laws of the State of Alabama with its principal place of business being
in Lauderdale County, Alabama.

3.

Defendant Bryan Robinson is a citizen and resident of the State of Alabama who resides
in Lauderdale County, Alabama.

4.

Defendant in:ciite media, LLC is a foreign limited liability company, which does
business in Alabama.

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5.

Defendant Triple Horse Pictures, LLC is a foreign limited liability company, which does
business in Alabama.

6.

This Court has subject matter jurisdiction pursuant to Ala. Code 12-11-30 as the
amount in controversy exceeds $10,000.

7.

Venue is proper pursuant to the provisions of Ala. Code 6-3-2 and 6-3-7.

FACTS COMMON TO ALL COUNTS


8.

On or about November 4, 2015, Christmas of Light Productions, LLC (COLP) entered


into a Purchase and Sale Agreement with Provident Global Capital, LLC (Provident)
and Bryan Robinson (Robinson) for the purchase of certain assets, namely contract
rights, with regard to the production of Thomas Kinkades Christmas of Light music
show (Purchase Agreement). A true and correct copy of the Purchase Agreement is
attached as Exhibit A.

9.

Pursuant to the Purchase Agreement, Provident and Robinson sold, transferred, and
assigned to COLP all contracts necessary to complete the Thomas Kinkades Christmas
of Light music show (Production), including, but not limited to, the Master Services
Agreement with in:ciite media, LLC dated May 1, 2015 and the Independent Contractor
Agreement with Triple Horse Pictures, LLC dated September 14, 2015.

10.

Pursuant to the Master Services Agreement between in:ciite media, LLC (in:ciite) and
Provident, dated May 1, 2015, in:ciite agreed to perform certain services and provide
certain deliverables for the Production in exchange for compensation in the form of a
monthly retainer plus reimbursement of travel expenses.

Due to confidentiality

provisions contained within the agreement, a true and correct copy of the Master Services

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Agreement will have to be provided under a protective order.


11.

The Independent Contractor Agreement between Triple Horse Pictures, LLC (Triple
Horse) and Provident, dated September 14, 2015, was an agreement by which Triple
Horse agreed to provide certain creative, technical, and logistical services to Provident
for the Production in exchange for a series of compensation payments. A true and correct
copy of the Independent Contractor Agreement is attached as Exhibit B.

12.

Provident and Robinson represented and warranted in the Purchase Agreement that they
owned all of the contract rights necessary to complete the Production and that they were
transferring such to COLP free and clear of all liens, claims or other encumbrances.
Furthermore, Provident and Robinson irrevocably and absolutely assigned to COLP all
right, title, and ownership to all works, of any and all kind, in the Production.

13.

In:ciites Master Services Agreement and Triple Horses Independent Contractor


Agreement both provide that all content created was owned by Provident or its designee.

14.

Currently in:ciite is in possession of COLPs CDs, revenue, inventory, intellectual


property and other assets and has failed and/or refused to turnover possession of COLPs
property.

15.

Moreover, in:ciite and Triple Horse have made demand upon COLP for purported unpaid
amounts relating to the Production. COPL did not assume the debt and liabilities of
Provident under the agreements and is therefore not obligated for payments as demanded
by either in:ciite or Triple Horse.

16.

Pursuant to the Purchase Agreement, Provident and Robinson expressly agreed at all
times to indemnify and hold COLP harmless from and against any and all claims,
damages, liabilities, costs and expenses, including legal expenses and reasonable

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attorneys fees, arising out of any breach of any warranty or representation contained in
the Purchase Agreement.

COUNT I
Breach of Contract Against Provident and Robinson
17.

Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs
as if fully set forth herein.

18.

Pursuant to the Purchase Agreement, Defendants Provident and Robinson agreed to sell
certain assets, namely contract rights including but not limited to the Master Services
Agreement with in:ciite and the Independent Contractor Agreement with Triple Horse to
Plaintiff COPL. Pursuant to the Purchase Agreement, COLP was to receive production
services, revenue, intellectual property, and products for the Production.

19.

In exchange, COPL paid to Provident and Robinson the agreed upon purchase price as set
forth in the Purchase Agreement.

20.

COPL has fully performed its obligation under the Purchase Agreement.

21.

Defendants Provident and Robinson breached the terms of the Purchase Agreement.

22.

In:cite and Triple Horse have failed and/or refused to turn over the property to COPL
despite Provident and Robinsons representations in the agreement that such property
would belong to COPL. Consequently, Provident and Robinson have breached their
representations and warranties under the Purchase Agreement.

23.

As a consequence of Provident and Robinsons breach, COPL has been damaged by the
value of the property which has not yet been transferred to COPL, the diminution of
value of those property assets withheld from COPL, the loss of revenue COPL is
suffering as it is not able to liquidate such assets as intended, plus other and additional

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damages not yet calculated.


WHEREFORE, Plaintiff COPL demands judgment against Defendants Provident and
Robinson for breach of contract under the Purchase Agreement and respectfully requests this
Honorable Court to award Plaintiff damages, to be determined at trial, plus fees and costs,
including without limitation attorneys fees and expenses.

COUNT II
Breach of Contract Against in:ciite
24.

Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs
as if fully set forth herein.

25.

Pursuant to Paragraph 4 of the Master Services Agreement, in:ciite agreed to transfer


and assign, without further compensation, the entire right, title and interest to all music,
film, video, digital, DVDs, CDs, Intellectual Property, Technical Information, and any
other property regarding the Production.

26.

Despite demand, in:ciite has failed and/or refused to turnover COPLs property and
such failure constitutes a breach and default under the Master Services Agreement.

27.

As a consequence of in:ciites breach, COPL has been damaged by the value of the
property which has not yet been transferred to COPL, the diminution of value of those
property assets withheld from COPL, the loss of revenue COPL is suffering as it is not
able to liquidate such assets as intended, plus other and additional damages not yet
calculated.
WHEREFORE, Plaintiff COPL demands judgment against Defendant in:ciite for breach

of contract under the Master Services Agreement and respectfully requests this Honorable

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Court to award Plaintiff damages, to be determined at trial, plus fees and costs, including
without limitation attorneys fees and expenses.

COUNT III
Declaratory Relief
28.

Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs
as if fully set forth herein.

29.

A dispute and actual controversy has arisen and now exists among COPL, Provident,
Robinson, in:ciite, and Triple Horse as to whether COPL assumed the debt and liabilities
of Provident under the agreements.

30.

Pursuant to Ala. Code 6-6-220, et seq., a bona fide justiciable controversy exists as to
the parties rights and obligations surrounding the actions at issue in this case.

31.

This controversy has caused uncertainty and insecurity as to the rights and/or obligations
of the parties, and until said rights and/or obligations are declared by this Court, COPL
has and will continue to suffer substantial harm.

32.

A declaratory judgment is therefore necessary to declare the rights, obligations, status,


and other legal relations of the parties.
WHEREFORE, Plaintiff COPL respectfully requests that this Honorable Court enter a

declaratory judgment in its favor establishing that COPL did not assume the debt and liabilities
of Provident under the agreements and is not obligated for payments as demanded by either
in:ciite or Triple Horse.

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COUNT IV
Indemnification Against Provident and Robinson

33.

Plaintiff COPL restates and realleges each of the allegations of the foregoing paragraphs
as if fully set forth herein.

34.

In the event COPL is held to be liable, either in whole or in part, to in:ciite and/or Triple
Horse, or any other party in the underlying Purchase Agreement, COPL is entitled to
indemnification from Provident and Robinson for any and all damages which might be
adjudged to be due and owing to in:ciite and/or Triple Horse or any other party.
WHEREFORE, PREMISES CONSIDERED, Plaintiff COPL prays for judgment

against Defendants Provident and Robinson in an amount to be determined at trial, plus costs,
attorneys fees, and such further and additional relief to which it is justly entitled.
Respectfully submitted this the 15th day of March, 2016.

/s/ Kevin D. Heard


KEVIN D. HEARD (HEA024)
/s/ Angela S. Ary
ANGELA S. ARY (ARY001)
Of Counsel:
Heard Ary, LLC
303 Williams Avenue, Suite 921
Huntsville, Alabama 35801
Tel: (256) 535-0817
Fax: (256) 535-0818
kheard@heardlaw.com
aary@heardlaw.com

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Defendants Addresses:
Provident Global Capital, LLC
c/o Registered Agent, Bryan Robinson
75 Whitetail Crossing
Killen, Alabama 35645
Bryan Robinson
75 Whitetail Crossing
Killen, Alabama 35645
In:ciite media, LLC
c/o Registered Agent, Kevin Weimer
3000 Meridian Boulevard, Suite 170
Franklin, Tennessee 37067
Triple Horse Pictures, LLC
c/o Registered Agent, Karl J. Horstmann
8111 Technology Drive
Covington, Georgia 30014

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