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INDEX NO.

162464/2014

FILED: NEW YORK COUNTY CLERK 12/17/2014 02:11 PM


NYSCEF DOC. NO. 1

RECEIVED NYSCEF: 12/17/2014

SUPREME COURT OF THE STATE OF NEW YORK


NEW YORK COUNTY
________________________________________________
In the Matter of the Application of
ANDREA MADGER, as a Managing Member of
Dining With Alex, LLC,
Petitioner,
For an order and judgment dissolving the limited
liability company, Dining With Alex, LLC,
pursuant to New York Limited Liability Company
Law Section 702

Index No.

VERIFIED PETITION

-againstBELTON LEE, and MADHATTAN FILM COMPANY


GLOBAL, LLC,
Respondents.
________________________________________________
Petitioner Andrea Magder ("Magder" or the "Petitioner"), as a managing member
of Dining With Alex, LLC (DWA, the Company or LLC), by and through her
counsel, Sam P. Israel, P.C., alleges upon the Petitioners personal knowledge and
otherwise upon information and belief, as follows:
I.
1.

NATURE OF THE ACTION

This special proceeding is brought, in accordance with Article 4 of New

Yorks Civil Practice Law and Rules, by the Petitioner pursuant to New York Limited
Liability Company Law 702 (N.Y. LLC.L), for the judicial dissolution of Dining
With Alex, LLC, a limited liability company organized under the laws of the State of
New York with its principal place of business in New York.
2.

The Petitioner is an author of a copyrighted screenplay (Reg. No. Pau3-

679-582) (the Screenplay) that was to serve as the basis for a feature film she intended

to develop. In furtherance of her plans, she recruited a business partner and (along with
a non-managing investor entity) formed Dining With Alex, LLCa member-managed
limited liability company that was to serve as the vehicle to procure financing, as well
as make other arrangements for the production of Magders film and achieve its
ultimate distribution (the Project). Magder and Belton Lee (Lee), her business
partner, were to be managing members of DWA (together, the Managing Members),
and Madhattan Film Company Global, LLC (MFCG) was to be a Class A nonmanaging member. The Companys operating agreement explicitly secured Magders
creative control over the Project as well as her managerial authority in all of the
Companys material decision-making (the DWAOA or Operating Agreement). Lee
convinced Magder that in order to secure the financing for the film, Magder must
transfer her copyrights to the Screenplay to MFCG via a purchase agreement (the
Purchase Agreement). MFCG would then simultaneously transfer those rights to
DWA, for DWA to utilize in the production of the Project (the Assignment
Agreement). Magder, Lee, and a producer named Christopher Bongirne (Bongirne)
simultaneously executed producer agreements with DWA to secure their roles as
producers in the Project (the Producer Agreement).
3.

Immediately after the contemporaneous execution of the Operating

Agreement and the other Project-related contractsand now that the Screenplays
copyright had been transferred to DWALee advanced a plan to take over the Project,
deprive Magder of her Operating Agreement entitlements and eliminate her control of
the films development and production.
4.

With the rapid escalation of Lees control came weeks of deadlock

between the two Managing Members of DWA, culminating in the Petitioners demand
that Lee and MFCG cure their contractual breaches and assure Magder of performance
by a date certain. When no cure was forthcoming, Magder sought to annul the
copyright assignment to DWA so that she could once again exercise control over the
creative destiny of her Screenplay. The Petitioner commenced a copyright enforcement
lawsuit in the United States District Court for the Southern District of New York, and
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sought to enjoin the Respondents from exploiting the Screenplays copyright without
her creative involvement (as is assured her under the Operating Agreement).
5.

Upon the close of a preliminary injunction hearing, however, Judge Kevin

T. Duffy (USDJ) determined that standing alone, the Purchase Agreement effected a
transfer to DWA of the Petitioners copyright in the Screenplay; the transfer of the
copyright itself would not be subject to recession, irrespective of whether the LLC is
performing as it should be. Yet, now that the LLC still retains the copyright, with
Bongirnes and Lees oppression of her membership rights, Magder stands to have
neither an involvement in the development of the very screenplay that she wrote, nor
receive the financial entitlements she bargained for in entering the Operating
Agreement and making the copyright assignment to DWA. To be sure, the purpose,
intentions of the parties and the terms of the Operating Agreement have been nullified
and Magders entitlements as a co-managing member are comprehensively thwarted.
6.

At present, the Managing Members of DWA are hopelessly deadlocked,

and the Company has not and cannot carry on its business in conformity with its
Operating Agreement. For that reason, judicial dissolution is warranted.
II.
1.

PARTIES

Andrea Magder is an individual residing at 445 East 80th Street, Apt. 5J,

New York, N.Y. 10075.


2.

Upon information and belief, respondent Belton Lee is an individual

residing at 75-26 196th Street, Flushing, N.Y. 11366.


3.

Upon information and belief, respondent Madhattan Film Company

Global, LLC is a limited liability company, maintaining offices and/or conducting


business at 75-26 196th Street, Flushing, N.Y. 11366.
4.

Dining With Alex, LLC is a limited liability company, maintaining offices

and/or conducting business at 75-26 196th Street, Flushing, N.Y. 11366.

III.

FACTS

The Petitioners Recruitment of Partners in Pursuit of the Project, Resulting in the


Formation of Dining With Alex, LLC.
5.

Petitioner Andrea Magder is a New York City-based writer, producer, and

an active member of the film industry.


6.

In or about 2012, Magder collaborated with Quentin Cline (Cline) to

write a screenplay titled "Dining With Alex about an Indian familys ruse to obtain a
televised review of their restaurant in the hope of infusing this otherwise failing venture
with customers.
7.

On January 11, 2006, Magder registered the completed script with the

Writers Guild of America (WGA) as a first step toward producing a feature film
based on the screenplay.
8.

Upon completion of the screenplay, and with Clines authorization,

Magder filed a copyright registration statement with the U.S. Copyright Office
designating herself as the claimant and point of contact for inquiries or any permission
solicitations.

On May 28, 2013 the U.S. Copyright Office issued a Certificate of

Registration (Reg. No. PAu 3-679-582) for the Work.


9.

Shortly thereafter, Magder launched the Project by soliciting the

involvement of potential investors and producers. At all times, the Petitioner intended
and expected to retain creative and managerial control over the Project from its
inception to the films final cut, which would require Magders approval before being
released to the public. For over one year, the Petitioners efforts were dedicated to
recruiting passive investors and/or co-producers, who would share her vision while
contributing to the production of the film in return for expected profits or other
financial compensation.
10.

Her efforts led Magder to Belton Lee, an individual claiming to have

business relations with Chinese citizens of considerable means who were seeking
opportunities for investing in film production. Magder and Lee discussed the potential

for producing a foreign version of the film, and Magder decided to rewrite the script to
target the audience in China.
11.

In ensuing discussions, Lee suggested that his Chinese investors would be

prepared to contribute approximately 80% of the budget for the Project in exchange for
rights to the Chinese distribution of the film if assured of a release in China by no later
than February 14, 2015. Whereas Lee professed to be experienced in managing the
financial aspects of film production, he also sought a co-producer role in the Project in
exchange for facilitating the introduction between the Chinese investors and Magder.
12.

Magder then recruited Christopher Bongirne as a producer/line producer.

13.

Thus, both Bongirne and Lee, along with Magder, were engaged by DWA

as co-producers tasked with furthering Magders creative vision for the Project. The
three individuals agreed to an equally shared producer salary.
14.

To effectuate their arrangement, Magder and Lee formed a limited

liability company (DWA), which would serve as the vehicle for developing, financing,
producing, distributing and otherwise engaging in transactions in connection with the
Project. Lee and Magder would be the only managing members of DWA, and MFCG,
an entity Lee created to facilitate the Chinese financing of the film, would be the sole
non-managing member.
15.

In accordance with their agreement and mutual understanding, Lee and

Magder filed DWAs Articles of Organization on May 23, 2014. See Exhibit 1, appended
hereto.
The Terms Contained Within the DWA Operating Agreement Grant Magder Creative
Control Over the Development of the Project.
16.

Retention of creative control of the Project was essential to Magder.

Whereas her reputation and goodwill depended on the outcome of the Project, the right
to control the development of the film was specifically carved out and reserved for
Magder in the Operating Agreement. Lee acknowledged this understanding
throughout the negotiations, and agreed to have such understanding memorialized in
the DWAOA.
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17.

On or about June 12, 2014, Magder, Lee and MFCG executed the DWA

Operating Agreement. See Exhibit 2, appended hereto.


18.

The Operating Agreement provided that Magder and Lee would be

Managing Members of DWA, with 30 and 70 membership units respectively; MFCG


would be its sole Class A member (with 80 Class A membership units), meaning any
actions taken by the Managing Members would neither be subject to nor require
MFCGs approval. Magder agreed to the 30/70 split (instead of a 50/50 partnership)
because Lee agreed to finance the Project (80% from investors in China and 20% from
himself or another investor).
19.

Section 8 of the DWAOA delineates the duties of the Managing Members.

DWAOA Section 8.1 provides that the business, property and affairs of the Company
shall be managed and directed exclusively by the Managing Members. No other
member shall have the power to so act or bind the Company unless agreed to in writing
by the Managing Members.
20.

Section 8.2(a) grants Lee the limited authority to manage DWAs non-

material, day-to-day business operations related to the production and distribution of


the Project, subject to two clauses related only to the distribution of a Chinese version of
the film. Lees authority over the day-to-day business operations is not absolute, and
indeed, remains subject to certain important restrictions, namely that:
(i) Lee will confer with Magder on all material decisions
before taking any actions in connection therewith, (ii) no
third parties will be admitted as members of the Company
unless agreed to in writing by both Lee and Magder, (iii) no
distribution agreements will be executed with respect to the
Picture without the prior written consent of both Lee and
Magder, (iv) the Script will not be sold or licensed to any
other Person without the prior written consent of Lee and
Magder and (v) no accountants, sales agents, attorneys or
other professionals will be retained or terminated by the
Company without the prior written consent of both Lee and
Magder.

21.

Magders managerial rights are granted in Section 8.2 (b), which provides

that, subject to the same two clauses related only to the distribution of a Chinese version
of the film:
Magder will control all creative decisions regarding the
Picture and, accordingly will (on behalf of the Company) (i)
have final say over all decisions regarding the pictures
script, talent, the director and writers engaged for the
Picture, and the final cut of the Picture, and (ii) execute and
negotiate any agreements relating thereto, provided that
Magder will confer with Lee on all material creative
decisions before taking any actions in connection therewith.
This provision also pre-emptively approves Ross Katz (Katz) to re-write the script
and Chris Bongirne to be a producer.
22.

Whereas Lees role as business manager is subject to enumerated

restrictions which require Magders prior written consent, Magders authority over the
creative control and direction of the Project is absolute provided that she simply confers
with Lee before executing material decision-making. Thus, by its own terms, the
DWAOA preserves Magders complete creative control over the Project, as well as
managerial authority with respect to the films production.
23.

In the weeks leading up to the execution of the Operating Agreement to

date, Magder timely performed all of her contractual obligations thereunder and at all
times operated in accordance with the promises and representations she made to Lee
and MFCG.
24.

Yet, immediately after Magder executed the Operating Agreement and

allowed her copyright in the Screenplay to transfer to DWA in order to begin


production on the Project, Leeassisted by Bongirne and DWAs ostensibly neutral
legal counsel, Marc Jacobson (Jacobson)set in motion a coordinated effort to
intentionally and forcibly remove Magder from the Project. As set forth below, in a
concerted effort with Bongirne and Jacobson, Lee wrested control of DWA from
Magder, cutting off her managerial entitlements and creative control over the direction
of the Project.
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Lee and Bongirne Proceed to Make Material Decisions Concerning DWA and the
Project Without the Petitioners Authorization or Prior Consultation in Violation of
the DWA Operating Agreement.
25.

Hints of the collusion between Lee and Bongirne to the detriment of

Magdera collaboration that would soon include Jacobsonwere present prior to the
execution of the Operating Agreement. However, it was only after the parties fully
executed the DWAOA, along with the concurrently executed Producer Agreement,
Purchase Agreement, and Assignment Agreement, that the extent of the collusive
activity came to light.
26.

For example, in June 2014, Bongirne and Lee surreptitiously engaged

JacobsonBongirnes close business partneras DWAs legal counsel, intending to


deploy his services in setting the foundation necessary to divest Magder of her rights
under the agreements.

Apparently, Jacobson also served as Bongirnes personal

attorney and, in short order, Bongirne became Jacobsons point of contact, despite the
fact that Bongirne was not a member of DWA, let alone a managing member.
27.

Indeed, despite Magders objections to Jacobsons proposed $100,000.00

retainer fee due, in large part, to the fact that the agreed budget for the film at the time
was only $3,000,000.00, Bongirne and Lee moved forward with Jacobsons retention.
Magder only became aware of the ensuing negotiations between Lee, Bongirne, and
Jacobson after-the-fact, when Jacobson included Magder on an email confirming the
arrangement to retain his law firm:

28.

Jacobson knew that he required both Magders and Lees prior written

consent in order to be retained as DWAs counsel. Indeed the very retainer agreement
he transmitted was addressed to both Lee and Magder, and contained a signature block
with space for Magders signature:

Sincerely yours,

DINING WITH ALEX, LLC


Marc Jacobson
By:

29.

________________________________________
Belton Lee
Andrea Magder
Despite requiring both Managing Members signatures to effectuate the

retainer, Lee signed the agreement without Magder, which Jacobson accepted. Jacobson
then held himself out to be not only DWAs legal counsel, but as production counsel.
30.

Although Magder did not approve of his engagement, upon Jacobsons

retention as DWAs legal counsel, she requested that both Lee and Jacobson keep her
apprised of all communications regarding business arrangements and negotiations in
connection to the Project. Yet neither Lee nor Jacobson consulted or conferred with
herlet alone notified herof numerous business arrangements, communications, and
negotiations that would have a material impact on DWA and the production of the film.
When Jacobson did forward or copy Magder on e-mails, they were not only carefully
culled, but he extracted the attachments transmitted within the emails.
31.

For example, Magder became aware of a co-production agreement (the

Co-Production Agreement) between MFCG (the LLC vehicle Lee used to the finance
the Project) and Weishan (the primary Chinese investor), purportedly containing terms
governing production and distribution of the Chinese-version of the film. The execution
of the terms in the Co-Production Agreement necessarily impact those of the Americanbased production, so, under the terms of the Operating Agreement, Magder should
have been consulted. However, Magder was never notified of those terms, nor was she
provided with an English-translated version of the agreement; the agreement was
10

entirely drafted and executed in Chinese. She requested that Jacobson send her the final
executed version of the Co-Production Agreement, but in his July 21, 2014 email reply,
he flippantly answered, I cant find the co-production agreement at the moment. Im
not sure I have it. As production counsel, it is highly improbable that Jacobson did
not have, at minimum, a copy of an English-translated version of the Co-Production
Agreement, which he should have sent to Magder far in advance.
32.

Since then, Lee has held himself out as DWAs sole managing member

repeatedly, persistently claiming unfettered authority over LLC-related business while


undermining and usurping Magders creative authority over the intended production.
33.

Among other things, in blatant disregard of the Petitioners rights under

the Operating Agreement, Lee opened a bank account for DWA in Chase Banks
location in Queens, New York without notifying Magder or seeking her approval. After
Magder discovered this development and contacted the bank, she was informed that all
members of a limited liability company must be present in order to open a company
account. Lee clearly supplied false information to the bank in order to unilaterally open
a bank account for DWA that only he could access. Once opening the bank account, Lee
withheld access to the account, as well as access to the bank statements from Magder.
34.

Lee, assisted in large part by Bongirne, soon displaced Magders creative

control in the Project altogether. When a potential writer would be retained for the film,
the DWAOA vested in Magder the authority to either shelf or green-light any script
based upon her work. Yet when Lee and Bongirne recruited an individual named Ross
Katz for this purpose, they made sure that Magder would never see any of his drafts, no
more comment upon them. When Katz turned in his final revision of the script, she
advised Lee and Bongirne that it was unacceptable, only to find that they had
overridden her authority and paid Katz $150,000.00 for his efforts.
35.

It also became clear to other members of the production team that Lee and

Bongirne were at odds with Magder over the creative direction of the production. When
Katzs script was disseminated over Magders objections, Bonnie Timmermann, the
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casting director, relayed to Magder her unease at the obvious gridlock due to conflicting
creative direction of the Project, with Lee and Bongirne on one side and Magder on the
other. In a series of emails regarding the dissemination of the script to a number of
interested parties, including director and producer Anthony Chen and another
individual named Tang Wei, she wrote to Magder:

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36.

Due to the standstill of the production from the severe conflicts, both

business and creative, between DWAs Managing Members, Magder transmitted


written notice in a letter dated July 25, 2014 to Lee and MFCG, demanding, inter alia,
that Lee and MFCG rectify their breaches of the Operating Agreement by a stated date,
and that the failure of Respondents payment of the balance of the purchase price of the
Screenplay under the Purchase Agreement, is a breach of the express terms of the
Purchase Agreement and as a result, the transfer of the rights to the Screenplay as
provided therein is null and void and all right, title and interest in and to the Screenplay
remain [f]ully vested with the Writers.
37.

However, instead of curing their breach of the agreements, the

Respondents took retaliatory actions against Magder.


38.

In a reply letter dated July 28, 2014, Jacobson, writing on behalf of DWA

as purported counsel, responded by threatening to take legal action against Magdera


managing member of the same Company he ostensibly representedif she attempted
to enforce her contractual rights.

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39.

Respondents first justified their actions by twisting the language of the

Operating Agreement to provide Lee and MFCG with rights that they did not actually
possess. Jacobson quoted Section 8.2(d) of the Operating Agreement to state that MFCG
has the right to approve of all material actions taken by the Company. However, the
language of Section 8.2(d) delineates MFCGs decision-making powers pursuant to a
Co-Production Agreement with a non-party for the Chinese-market distribution of the
film, not the original American-based production which is at issue here. Indeed, nothing
in Sections 8.1(a)-(d) gives Lee or MFCG the expansive right to approve of all material
action as Jacobson had claimed.
40.

According to Respondents, the day after they received Magders July 25,

2014 letter and ostensibly because Magder and Cline demanded their contractual
entitlements, DWA purported to remove[] Ms. Magder as Managing Member of the
Company noting that [a]s of Saturday, July 26, 2014, Ms. Magder is no longer a
Managing Member of Dining With Alex, LLC.
41.

Yet, nothing in the DWAOA authorizes Leethe only other managing

memberor any of the Class A shareholders to unilaterally remove Magdera fact


well-known to both Lee and Jacobson when conspiring to oust her.
42.

Indeed, Section 3.1 of DWAOA titled Members and Units states that,

whereas the Members and their original contributions are reflected in the attached
Schedule I, such Schedule I may be amended hereafter from time to time by [both]
the Managing Members to reflect changes in membership, purchases or transfers of
units in DWA. DWAOA 3.1 (emphasis added). Further, Section 3.2 states that no
approval or consent of the Class A Members [i.e., MFCG] shall be required with respect
to any actions taken by the Managing Members on behalf of the company. If the Class
A Members are invited to vote on any matter submitted to the Class A Members, it is
the Managing Members who would set a record date for any such vote, which shall be
not more than sixty (60) days nor less than three (3) days prior to the date of the
action, activity or event for which such determination is to be made. In sum, the
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approval of both Managing Members is contemplated with respect to any change in the
membership structure of DWA. It is also within the province and discretion of the
Managing Members to set a record date for any vote regarding a Company matter.
43.

Yet, no prior notice was given to Magder of any meeting during which

the members of the Company would be required to vote on any Company-related


matter, much less the required minimum of three (3) days. Nor was Magder afforded an
opportunity to attend and vote at a meeting, if indeed any such meeting actually took
place.
44.

The Respondents further communicated that, [b]y virtue of all of Ms.

Magders behavior, actions, attitude and communications among the producers and
with others, Ms. Magder is hereby terminated as a producer under the Producer
Agreement, further stating that Magders supposed breaches were not susceptible to
cure, her termination is effective immediately, and that no producer payment would be
made to Magder at any time.
45.

Pursuant to paragraph A-5 of the Producer Agreement, Magder should

have received 48-hour written notice prior to her supposed termination as a producer,
but she did not. Regardless of the prior written notice requirement contained in the
Producer Agreement, Magder should in fact have been apprised of the situation well in
advance as a managing member of DWA, in accordance with the terms of the
DWAOA. The removal of one of three producers in the Project is a material decision
invoking creative-authority. As a managing member of DWA with the managerial
authority to assert creative control over the Project, she should have been consulted
well in advance of such a material decision as this, but was not.
46.

Indeed, Lee and Bongirne had both voluntarily resigned as producers of

the Project, leaving only Magder as producer. By demanding Magders removal as


producer, promising that Ms. Magder will have no role whatsoever in the production
of the Picture, with the full knowledge that all remaining producers have resigned,
Respondents ensure that the Project will grind to a halt.
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47.

Respondents letter culminated in a final threat to pursue a separate action

against Magder on behalf of MFCGs owner, i.e. Lee, for damages suffered by them in
connection with securing the release slot for the Pictures. These costs are not
insignificant. Jacobson even threatened Magder and her then-retained counsel with
sanctions under Rule 11, or similar applicable court rule if Magder pursued any
action seeking injunctive relief, or statutory damages and other copyright based
remedies.
Respondents serve Petitioner with Retaliatory Suit in the Supreme Court of New York;
Petitioner Seeks Protection of Her Intellectual Property in the District Court of the
Southern District of New York
48.

On October 3, 2014, Jacobson followed through with his threat to sue

Magder and served her with a Summons with Notice in the Supreme Court of New
York, New York County, which mandated her appearance in an action purportedly
commenced by DWA. The relief sought in the summons was a judgment of no liability
because Defendant [Magder] did not withdraw her instructions to her attorney to file
suit unless certain requests or demands were met within a certain time frame, which
time frame passed weeks ago. See Dining With Alex, LLC v. Magder, No. 652915/2014
(Sup. Ct., N.Y. County Sept. 23, 2014).
49.

Magder, intent on salvaging her intellectual property and contractual

interests, filed an action in the Southern District of New York sounding in copyright
infringement and breach of contract, among other claims, and seeking to enjoin the
Respondents from continuing to utilize her copyright in the Screenplay after having
repudiated multiple provisions of the various agreements.
50.

Once Magder filed her copyright action, the Respondents came to

appreciate the blatancy of their improprieties; they suddenly released Magders


improperly withheld outstanding funds owed to Magder under the Purchase
Agreement, removed Jacobson as counsel to DWA, and voluntarily dismissed their
bogus state court action.

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51.

Still, on December 3, 2014, Judge Kevin T. Duffy (S.D.N.Y.) determined

that inasmuch as the concurrently executed agreements were not integrated, a provision
waiving access to equitable relief in the Purchase Agreement (standing alone),
precluded Magders challenge to the copyright assignment to DWA. See Magder v. Lee, et
al, 2014 U.S. Dist. LEXIS 171479, at *16 (S.D.N.Y. Dec. 3, 2014).
52.

As to the breach of contract allegations, namely the Operating Agreement

and the Producer Agreement, Judge Duffy acknowledged that the loss of creative
control over the filma right guaranteed within the Operating Agreement but not the
Purchase Agreement was not impacted by the provisions in the Purchase Agreement.
Id. at *15 (emphasis added). Indeed, Judge Duffy explicitly noted that he make[s] no
finding as to the merits of those allegations relating to Defendants breaches and
repudiation of various obligations under the Operating Agreement and Producer
Agreement. (Yet, based on Judge Duffys limited ruling regarding the severability of the
agreements and the consequent status of Magders copyright transfer, Magder
voluntarily dismissed her federal court action.)
53.

Meanwhile, with the assistance of Jacobson and Bongirne, Lee wrested

control of DWA from his co-managing member and cut her out of any entitlements
under the DWAOA. Magder no longer has any control of the copyright to the
Screenplay (though it is reposed with an LLC in which she is a managing member); she
also has no managerial authority in an entity she co- created as a vehicle to advance the
production drawn from her Screenplay, and; she has no creative control over the
direction of the Project even though this is expressly provided for in the Operating
Agreement.
54.

The Respondents have not and will not cure their prior defaults, and their

misconduct comprise violations of Magders rights under the DWAOA. A dissolution


of the LLC, together with a liquidation and disbursement of its assets is the only means
by which an otherwise intractable conflict among the Companys members can be fully
and fairly resolved.
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IV.

RELIEF REQUESTED

DISSOLUTION OF DWA UNDER N.Y. LLC.L 702


(Against Lee and MFCG)
55.

Under 702 of the New York Limited Liability Company Law, a member

of an LLC may petition for judicial dissolution when it is no longer reasonably


practicable for the LLC to function as intended. Courts have interpreted this provision
to mean that a court may order judicial dissolution where a complaining member can
show that the LLC or its members are in material violation of its operating agreement.
56.

As set forth above, the conduct of Lee and MFCG in eliminating the

Petitioners managerial authority as explicitly provided for under the DWAOA


constitutes grounds for judicial dissolution, per 702.
57.

The attempted ouster of the Petitioner as a managing member from the

LLC and as a producer from the Project evidences the hostile environment within which
the Petitioner asserts her rights. In light of the determination that that the copyright to
the Screenplay transferred to DWA, coupled with the Respondents blockade of
Magders creative and managerial authority, Magder is altogether prevented from
developing the Project based on the Screenplay. As all remaining producers have since
resigned from the Project, the Screenplaywhich DWA was formed to develop into a
full length feature-filmis currently under the helm of a dysfunctional LLC.
58.

Consequently, it is not reasonably practicable for DWA to continue to

exist under the terms of its own Operating Agreement.


59.

No prior application for the relief requested herein has been made.
V.

60.

CONCLUSION

Petitioner requests a judgment ordering the dissolution of DWA in

accordance with 702 of New York Limited Liability Company Law, appointing a
receiver or liquidating trustee to disburse the assets of DWA in accordance with 703 of

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New York Limited Liability Company Law, and granting such other and further relief
as this Court may deem just, proper and equitable.

Dated:

New York, New York


December 15, 2014

Sam P. Israel, P.C.


BY:

SAM P. ISRAEL
Sam Israel
Eleonora Zlotnikova
1 Liberty Plaza, 35th Floor
New York, New York 10006
Tel: (646) 787-9880 | Fax: (646) 787-9886
info@sampisrael.com
Attorneys for Petitioner Andrea Magder

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