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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHER DIVISION

STARS ON TOUR INC., a Pennsylvania Corporation, Plaintiff, vs. ZAVEN JAVERIAN, an individual; FARES KARAM, an individual; jointly and severally Defendants, _______________________________________/ LAW OFFICES OF RIMA H. ELZEIN P.C. RIMA ELZEIN (P68348) Attorneys for Plaintiff 16030 Michigan Ave., Ste. 200 Dearborn, Michigan (313) 846-6300 Civil Case No. Honorable:

COMPLAINT NOW COMES Plaintiff, STARS ON TOUR INC. (Plaintiff), by and through its attorneys, LAW OFFICES OF RMA H. ELZEIN PC, hereby complains and alleges against Defendants Zaven Javerian and Fares Karam (collectively referred to as the Defendants) as follows: INTRODUCTION 1. Plaintiff is a concert organizer for the general public.

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2.

Defendant Javerian is an individual engaged in business as a concert promoter, and has

organized and promoted many performing arts tours throughout the United States for foreign and domestic Arabic singers and entertainers. 3. Defendants Karam is one of the most popular singers in the Middle East and on

information and belief is represented by and under contract with Defendant Javerian. 4. That on or February 1, 2013, the Plaintiff and Defendant Karam reached an agreement

(Agreement) whereby Defendant Karam would do his 2014 United States tour exclusively with the Plaintiff; the value of this agreement was in excess of $5,000,000.00 (Five Million Dollars and 00/100). 5. That while Plaintiff prepared extensively for Defendant Karam's exclusive 2014 United

States tour, Defendant Karam entered into other Agreements with the Defendant Javerian, thereby breaching his exclusive Agreement with Plaintiff. 6. That the Defendant Javerian had knowledge of the existence of the exclusive Agreement

between Plaintiff and Defendant Karam and of Plaintiff's rights and interests under the Agreement, and intentionally sought to and did interfere with the Agreement, in that he sought and did solicit, induce, and procure Defendant Karam's breach of the agreement. 7. 8. Defendant Javarian then entered into his own Agreements with Defendant Karam. The Defendants actions have caused Plaintiff numerous and significant damages, which

Plaintiff seeks to recover in this action. PARTIES

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9.

Plaintiff hereby incorporates by reference the preceding paragraphs of this Complaint as

if fully restated herein. 10. Plaintiff, Stars On Tour Inc., is registered in the State of Pennsylvania, with its registered

office located in Kennett Square, Pennsylvania. 11. Defendant Zaven Javerian is an individual and on information and belief, resides in the

State of California, and does business in the State of Michigan. 12. Defendant Fares Karam is an individual and on information and belief, resides in the

country of Lebanon, and does business in the State of Michigan 13. That each Defendant regularly conducts and transacts business internationally and

throughout the United States, including the State of Michigan, and contracts for goods and services in the State of Michigan. JURISDICTION AND VENUE 14. Plaintiff hereby incorporates by reference the preceding paragraphs of this Complaint as

if fully restated herein. 15. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. 1332

(diversity jurisdiction). The amount in controversy exceeds $75,000.00 exclusive of costs and interest. This is an action between residents of different states and countries. 16. That venue is proper before this Court pursuant to 28 U.S.C. 1391(b) as the Defendants

regularly conduct and transact business in the State of Michigan, contract for goods and services in the State of Michigan, and have otherwise consented to the jurisdiction of the State of Michigan.
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FACTS COMMON TO ALL CLAIMS 17. Plaintiff hereby incorporates by reference the preceding paragraphs of this Complaint as

if fully restated herein. 18. Plaintiff is a concert organizer who promotes and schedules concerts, showcasing notable

performing artists for the general public. 19. Upon information and belief, Defendant Javerian is an agent of notable performing artists

and broker agreements between its clientele and concert organizers; he also organizes, promotes and schedules his own concerts. 20. That on or about February 1, 2013, the Plaintiff and Defendant Karam reached an

exclusive agreement (Agreement) whereby Defendant Karam would do his 2014 United States tour exclusively with the Plaintiff. 21. That the Defendant Javerian had knowledge of the existence of the exclusive Agreement

between Plaintiff and Defendant Karam and of Plaintiff's rights and interests under the Agreement, intentionally sought to and did interfere with the Agreement, in that he sought and did solicit, induce, and procure Defendant Karam's breach of the agreement. 22. That Defendant Karam has signed on to do his 2014 United States tour with the

Defendant Javerian thereby breaching his exclusive Agreement with Plaintiff. 23. That the exclusive appearance and performance of Defendant Karams concerts with

Plaintiff for his 2014 United States tour was the key term to the agreement reached between Plaintiff and Defendant Karam.

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24.

That in preparation of the agreed upon tour, Plaintiff expended substantial amounts of

time and money procuring visas for Defendant Karam and his band, promoting and advertising the event, including in print, radio, and internet advertisements under the terms of the Agreement. 25. That now that Defendant Karam is doing his 2014 United States tour with the Defendant

Javerian, Plaintiff has been deprived of having control and possession of the Fares Karam 2014 United States tour, proceeds and profits. 26. 27. That Plaintiff performed all of its obligations under the Agreement. That Defendants breached the Agreement by failing to adhere to the Agreements

material terms regarding the exclusive appearance and performance of Defendant Karam's 2014 tour with Plaintiff. 28. Plaintiff relied upon the representations of the Defendant Karam in assenting to the

Agreement and would never have performed upon the Agreement if it knew that the Defendant Karam had no intention to perform as agreed upon. COUNT 1 BREACH OF CONTRACT 29. Plaintiff hereby incorporates the allegations contained in all paragraphs of this Complaint

as if fully set forth herein. 30. On or about February 1, 2013, the Plaintiff and Defendant Karam reached an exclusive

agreement (Agreement) whereby Defendant Karam would do his 2014 United States tour with the Plaintiff. 31. Plaintiff performed all of its obligations under the Agreement.
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32.

The Defendant Karam however, breached the Agreement by failing to supply the agreed

upon appearance and performance of his 2014 United States tour with Plaintiff and instead entered into competing agreements with Defendant Javerian. 33. Plaintiff discharged its duties and obligations under the Agreement, and did nothing to

cause the breach of contract by the Defendants. 34. Plaintiff has suffered consequential and incidental damages as a result of the Defendants

breach of the Agreement. 35. That as a direct and proximate result of the aforementioned breach of contract by the

Defendants, Plaintiff has been damaged in an amount in excess of $5,000,000.00 (Five Million Dollars and 00/100). COUNT II UNJUST ENRICHMENT 36. Plaintiff hereby incorporates by reference all paragraphs of this Complaint, as if fully set

forth herein. 37. Plaintiff and Defendant Karam reached an exclusive agreement (Agreement) whereby

Defendant Karam would do his 2014 United States tour with the Plaintiff. 38. That in preparation of the agreed upon tour, Plaintiff expended substantial amounts of

time and money procuring visas for Defendant Karam and his band, promoting and advertising the event, including in print, radio, and internet advertisements under the terms of the Agreement in place but Defendant has failed to perform as agreed.

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39.

That now that Defendant Karam is doing his 2014 United States tour with the Defendant

Javerian Plaintiff has been deprived of having control and possession of the Fares Karam 2014 United States tour, proceeds and profits. 40. Due to the breach of the exclusive Agreement by Defendants the Defendants have thus

been unjustly enriched to the detriment of the Plaintiff by having control and possession of the Fares Karam 2014 United States tour and proceeds, while depriving Plaintiff of the same. 41. Defendants have no valid legal or equitable claims to the financial benefits which they

derived from their wrongful acts and it would be inequitable for them to retain such benefits. 42. Accordingly, Plaintiff is entitled to an award equal to the amount of the Defendants

unjust enrichment so as to divest the inequitable benefits from them and return them to their rightful owner, Plaintiff. COUNT III CONVERSION 43. Plaintiff hereby incorporates by reference all paragraphs of this Complaint, as if fully set

forth herein. 44. Defendant Karam induced Plaintiff to expended substantial amounts of time and money

procuring visas for Defendant Karam and his band, promoting and advertising the event, including in print, radio, and internet advertisements under the terms of the Agreement in place but Defendant has failed to perform as agreed. 45. As a result, Defendants have maintained possession and control of funds generated by

ticket sales of the Fares Karam 2014 United States tour while wrongfully converting the same to their own use and denying Plaintiff the same.
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46.

That as a direct and proximate result of Defendants conversion, Plaintiff has suffered

damages in excess of $5,000,000.00 (Five Million Dollars and 00/100). 47. As a result of Defendants conversion, Plaintiff is entitled to recover treble damages, plus

costs and reasonable attorney fees. COUNT IV FRAUD 48. That Plaintiffs hereby incorporate by reference all paragraphs of this Complaint, as if

fully set forth herein. 49. At various times February 1, 2013, Defendant Karam made false and misleading

representations of material fact to Plaintiff. 50. That these representations were false when made as Defendant Karam never intended to

appear or perform with Plaintiff. 51. Defendant Karam's representations to Plaintiff were false, fraudulent, and/or misleading,

because Defendant Karam never intended to perform under the terms of the Agreement and they were made in hopes that Plaintiff would enter the Agreement. 52. That the Defendants fraudulent intent can be deduced from his refusal to perform

pursuant to the terms of the Agreement. 53. That Defendant Karam knew that these representations were false, fraudulent, and/or

misleading, at the time they made them.

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54.

Alternatively, Defendant Karam recklessly made such representations without regard to

their actual ability to provide Plaintiff with the services promised under the terms of the Agreement. 55. Defendant Karam made the representations, discussed herein, in bad faith, without

intention of performance thereof. 56. The false representations made by Defendant Karam to Plaintiff, as detailed above, were

material and central to Plaintiffs decision to enter into and perform under the terms of the Agreement. 57. Defendant Karam made the false representations with the intention that Plaintiff would

rely on them, which Plaintiff did, by virtue of entering into the Agreement with Defendant Karam. 58. Moreover, Defendant Karam's misrepresentations were material. If Plaintiff knew that

Defendant Karam had no intention to perform as agreed upon, Plaintiff would have never entered into the Agreement. 59. Plaintiff was unaware of the falsity of the Defendant Karam's statements at the time they

were made, and reasonably and justifiably relied upon the representations made by the Defendant Karam. 60. As a direct and proximate result of these misrepresentations, Plaintiff was injured by the

Defendant Karam's refusal to perform under the terms of the Agreements, and Plaintiff continues to be injured by its inability to use to monies that have been wrongfully withheld from Plaintiff.

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61.

As a direct and proximate result of Defendant Karams refusal to perform, Plaintiff has

lost business and has suffered injury to its reputation. 62. As such, Plaintiff has suffered economic injuries as a direct and proximate result of

Defendant Karams fraud in an amount to be determined at trial, but that is no less than $5,000,000.00 (Five Million Dollars and 00/100). 63. In addition, Plaintiff is entitled to an award of punitive or exemplary damages due to

Defendant Karam's acts, omissions, and/or fraudulent misrepresentations as alleged herein, because Defendant Karan's conduct was intentional, fraudulent, oppressive and/or malicious. COUNT V FRAUD IN THE INDUCEMENT 64. Plaintiff hereby incorporates the allegations contained in all paragraphs of this Complaint

as if fully set forth herein. 65. That the Defendant Karams fraudulent conduct as described in Count IV above was

intended by the Defendant to induce Plaintiff to enter into the Agreement described herein. 66. That Plaintiff reasonably relied and justifiably relied upon the fraudulent representations

made by Defendant Karam, and had no knowledge of the falsity of the statements and was thereby induced into entering into the Agreement. 67. That as a direct and proximate result of the Defendant Karams fraud in the inducement,

as described above, Plaintiff has been damaged in an amount in excess of $5,000,000.00 (Five Million Dollars and 00/100). COUNT VI TORTIOUS INTERFERENCE WITH CONTRACT

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68.

That Plaintiffs hereby incorporate by reference all paragraphs of this Complaint, as if

fully set forth herein. 69. At all times relevant to this claim for relief, the Agreement was a valid contract between

Plaintiff and Defendant Karam with each party privy to and fully aware of all the terms and conditions to the contract, including its terms which give Plaintiff the right to receive the benefits of Defendant Karams personal services on his 2014 United States tour. 70. Defendant Javerian had knowledge of the existence of the exclusive Agreement between

Plaintiff and Defendant Karam and of Plaintiff's rights and interests under the Agreement; and intentionally sought to and did interfere with the Agreement, in that he sought and did solicit, induce, and procure Defendant Karam's breach of the agreement as set forth above. 71. By reason and as the result of the aforesaid wrongful acts by Defendant Javerain in

interfering with the Agreement, Plaintiff has suffered damages in at least the sum of $5,000,000.00 (Five Million Dollars and 00/100), to be determined at trial, together with special damages in at least the sum of $5,000,000.00 (Five Million Dollars and 00/100).to be proved at trial. COUNT V-TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS ADVANTAGE 72. That Plaintiffs hereby incorporate by reference all paragraphs of this Complaint, as if

fully set forth herein. 73 At all times relevant to this claim for relief, the Agreement between Plaintiff and

Defendant Karam created a prospective business advantage of Plaintiff in that Plaintiff's

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successful relationship with Defendant Karam would have led to further contracts between them, from which Plaintiff would have received economic and professional benefits. 74. With knowledge of the existence of Plaintiff's prospective business advantage created by

the Agreement Defendant Javerian intentionally sought to and did interfere with Plaintiff's prospective business advantage in that he sought to and did solicit, induce, and procure Defendant Karam's breach of the agreement as set forth above. 75. By reason and as the result of the aforesaid wrongful acts by Defendant Javerian in

interfering with Plaintiff's prospective business advantage, Plaintiff has suffered damages in at least the sum of $5,000,000.00 (Five Million Dollars and 00/100), to be determined at trial, together with special damages in at least he sum of $5,000,000.00 (Five Million Dollars and 00/100).to be proved at trial. PRAYER FOR RELIEF WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a judgment against the Defendants, jointly and severally, in an amount consistent with damages sustained, in excess of $5,000,000.00 (Five Million Dollars and 00/100)., plus costs and attorney fees for having to bring this action, in addition to any other damages as provided by applicable law. Dated: February 19, 2014 Respectfully submitted, /s/ Rima Elzein LAW OFFICES OF RIMA H. ELZEIN P.C. RIMA ELZEIN (P68348) Attorneys for Plaintiff 16030 Michigan Ave., Ste. 200 Dearborn, Michigan (313) 846-6300

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