Perri "Pebbles"Reid V Viacom Defendants' Rule 56.1 Statement of Undisputed Material Facts in Support of Its Motion For Summary Judgment

Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 1 of 32
UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT GEORGIA
ATLANTA DIVISION
PERRI PEBBLES REID, :

: Case No. 1:14-cv-01252-MHC
Plaintiff, :
: DEFENDANTS RULE 56.1
- against - : STATEMENT OF
: UNDISPUTED MATERIAL
VIACOM INTERNATIONAL INC. : FACTS IN SUPPORT OF ITS
VIACOM INC., and KATE LANIER, : MOTION FOR SUMMARY
: JUDGMENT
Defendants. :
:
X
Defendants Viacom International Inc., Viacom Inc. (Viacom), and Kate
Lanier (Defendants), by their attorneys, hereby submit this statement pursuant to
Rule 56 of the Federal Rules of Civil Procedure and Local Rule 56.1(B)(1) of the
United States District Court for the Northern District of Georgia, in support of
Defendants Motion for Summary Judgment against Plaintiff Perri Pebbles
Reid.1 The material facts as to which there is no genuine issue to be tried are as
follows:
1
The facts set forth herein are based on the statements, documents, testimony, and
other exhibits contained in the following declarations: Declaration of Maggie
Malina dated September 22, 2015 (MAL); Declaration of Kate Lanier dated
September 18, 2015 (LAN); Declaration of Tionne T-Boz Watkins dated
September 22 , 2015 (TBOZ); Declaration of Rozonda Chilli Thomas dated
September 18, 2015 (CHILLI); Declaration of Bill Diggins dated September 17,
I. PARTIES AND ACTION
1. Plaintiff Perri Pebbles Reid (Pebbles) is an internationally

renowned R&B singer and performer who in the early 1990s discovered the all-
female R&B group TLC. (MAL 45(a), 50(b), TBOZ 6; Compl. 9-10, 19,
20, 22).
2. Pebbles companies Pebbitone Inc., Pebbitone Music, and PT
Entertainment served as TLCs production company, publishing company, and
manager, respectively. (MCN 4, 5, 10).
3. Defendant Viacom International Inc. is a wholly-owned subsidiary of
Viacom Inc. (collectively Viacom), which owns, operates and controls the cable
network VH1. (Certificate of Interested Persons (Doc. No. 7); Viacom Amended
Answer 12-13 (Doc. No. 11)).
4. Defendant Kate Lanier (Lanier) is a screenwriter of major motion
pictures whose credits include Whats Love Got to Do with It?, Set it Off, The Mod
Squad, and others. (LAN 2; MAL 11).
5. This action for defamation was brought by Plaintiff against Viacom
and Lanier pursuant to 28 U.S.C. 1332 arising out of a made-for-TV docudrama
about the group TLC titled CrazySexyCool: The TLC Story, (the Movie)
produced by Viacom and written by Lanier. (Compl. 1, 14-17).
2015 (DIG); and Declaration of Elizabeth McNamara dated September 23, 2015
(MCN).
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II. TLCS FORMATION AND EARLY INVOLVEMENT

WITH PEBBLES
6. In 1989, Pebbles married her record producer, Antonio L.A. Reid
(L.A.). (MCN 39 (Pebbles 21:6-23), 42 (Pebbitone 115:2-9)).
7. L.A., along with Kenneth Babyface Edmonds, founded the Atlanta-
based record label, LaFace Records (LaFace), a joint venture with Arista
Records (Arista). (MCN 39 (Pebbles 112:1-9), 41 (L.A. Reid 149:4-13)).
8. In the early 1990s, Pebbles was helping L.A. and LaFace gain a
foothold in the Atlanta music scene. (MAL 50(b); TBOZ 4; CHILLI 4; MCN
39 (Pebbles 72:9-73:24); 41 (L.A. Reid 149:4-13); Compl. 24-26).
9. In early 1991, while in the midst of her search for talent, Pebbles
hairdresser, Marie Davis, introduced Pebbles to Tionne T-Boz Watkins. (TBOZ
5-6; MAL 45(a); MCN 39 (Pebbles 90:23-92:11)).
10. Tionne, Lisa Left Eye Lopes, and a third woman, Crystal Jones,
comprised an all-female R&B group in Atlanta called Second Nature. (TBOZ

3, 5; MCN 39 (Pebbles 90:23-92:11)).
11. Pebbles met with Tionne, Lisa, and Crystal, they sang for her, and
Pebbles told them she wanted to work with them. (TBOZ 6-7; MCN 39
(Pebbles 16:21-17:25)).
12. As Pebbles wasnt open for anyone that was going to have an outside
manager, she arranged a buy-out of Second Natures prior management and
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became the groups manager. (TBOZ 7; MCN 3, 16, 39 (Pebbles 90:23-
92:11); Compl. 30, 38, 40).
13. Pebbles renamed the trio TLC after the first initial of the names of
each group member (MCN 39 (Pebbles 177:6-8); TBOZ 8; Compl. 41).
14. Pebbles secured the trademark in the TLC name for her company
Pebbitone. (MCN 18, 39 (Pebbles 177:6-8); Compl. 43).
15. Pebbles arranged for TLC to audition for LaFace. (TBOZ 9; MCN
39 (Pebbles 19:2-9); 41 (LA Reid 16:3-19); Compl. 44).

16. Pebbles offered her husbands company a right of first refusal to serve
as the groups record label. (MCN 39 (Pebbles 8:16-9:5); Compl. 31).
17. After the audition, Pebbles informed Tionne and Lisa that she wanted
to sign them, but not Crystal, to Pebbitone. (TBOZ 9; MCN 39 (Pebbles 20:7-
21:5), 41 (LA Reid 16:3-19)).
18. On February 28, 1991, Tionne and Lisa signed a production
agreement (the Production Agreement) and a songwriter agreement (the
Publishing Agreement) with Pebbles companies Pebbitone, Inc. and Pebbitone
Music, respectively. (TBOZ 10-11; MCN 4, 5; Compl. 57).
19. L.A. recommended to Pebbles, Rozonda Thomas, a back-up dancer
for another LaFace act, as Crystals replacement. (CHILLI 4; MCN 41 (LA
Reid 14:24-15:5)).
20. Pebbles held an audition for Chilli with the other two group members,
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and ultimately added Chilli to the group. (TBOZ 13; CHILLI 5; MCN 62
(Lopes 15:19-17:3); Compl. 65)
21. The group dubbed Rozonda Chilli so as to maintain the rationale
for TLC. (CHILLI 6; MCN 62 (Lopes 15:19-17:3); Compl. 66).
22. Pebbles brought TLC to audition for L.A. and Babyface again, and
L.A. and Babyface decided to sign TLC to LaFace through Pebbitone. (TBOZ
13; CHILLI 5; MCN 7, 8).
23. On April 2, 1991, Pebbles and the three group members executed a
letter agreement amending the Production and Publishing Agreements to add Chilli
to the group. (CHILLI 7-9; MCN 9).
24. On April 3, 1991, the members ofTLC signed a management
agreement with Pebbles company, PT Entertainment (the Management
Agreement). (TBOZ 13; MCN 10).
25. On May 10, 1991, Pebbitone, Inc. and LaFace executed their
agreement for LaFace to serve as the record label for TLC (the Recording
Agreement). (TBOZ 13; MCN 11).
26. Pursuant to the Recording Agreement, Pebbitone was required to
provide the services of TLC to LaFace (TBOZ 13; MCN 11).
27. Pursuant to the Recording Agreement, LaFace was given the
exclusive right to distribute TLCs records. (MCN 11, 42 (Pebbitone 139:13-
140:19)).
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28. The members of TLC signed inducement letters agreeing to provide
their services exclusively to LaFace during the term of the Recording Agreement.
(TBOZ 13; MCN 11, 42 (Pebbitone 139:13-140:19)).
29. At the time the members of TLC executed these agreements they were
19 and 20 years old. (TBOZ 11; CHILLI 9).
30. The members had little professional experience and did not have
sophisticated personal or family advisors. (TBOZ 10-11; CHILLI 9; MCN
48 (Chilli 29:12-30:1); 49 (Tionne 28:8-14), 61 (Tionne 12:4-14:4)).

31. Pebbles admits that record contracts are put forth to confuse us all.
(MCN 40 (Pebbles 331:22-335:3)).
32. In the recording industry, a manager acts as a consultant to guide and
advise artists in decisions and negotiations, including for recording, production and
publishing agreements. (MCN 39-40 (Pebbles 104:1-105:1, 110:23-111:25;
332:22-333:2); DIG 7-8).
33. TLCs Production Agreement, Publishing Agreement, Management
Agreement, and Recording Agreement were with either Pebbles own companies
or LaFace, a company her husband had an ownership interest in. (TBOZ 13, 29;
MCN 27, 29, 39 (Pebbles 112:10-22); DIG 10-12).
34. Although Pebbles did not have a personal ownership interest in
LaFace, and L.A. Reid did not have a personal ownership interest in Pebbles
companies, Pebbles admits that LaFace was the couples largest marital asset.
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(MCN 27, 39 (Pebbles 83:8-13)).
35. Pebbles admits that her individual successes benefited L.A., and
L.A.s individual successes benefited her. (MCN 39 (Pebbles 85:19-86:23)).
36. In 1996, Pebbles admitted in sworn deposition testimony from her
divorce proceeding from L.A. Reid: Im saying that whatever we both received,
if he received $10, then part of that, its part mine. If I receive a hundred dollars or
$5, its his too. So I say its both of ours. Whatever we have should be both of
ours. (MCN 29).

37. To provide advice, Pebbles sent the members of TLC to the law firm
of Katz & Cherry, P.C., where her husbands personal attorney, Joel Katz, was a
name partner. (MCN 34, 39 (Pebbles 143:1-19); 41 (LA Reid 112:10-113:11),
61 (Tionne 12:1-14:4), 62 (Lopes 26:18-20); Compl. 51).
38. Pebbles guaranteed the attorneys fees for a single meeting between
Tionne, Lisa, and a lawyer. (MCN 34, 39 (Pebbles 146:21-147:2); 45 (Tionne
16:18-17:21, 23:12-15)).
39. Tionne has said that during the meeting, the lawyer read the
Production and Publishing Agreements to her and Lisa, and the lawyer told them
the contracts were fair contracts. On that same day, Tionne and Lisa signed both
agreements. (TBOZ 11; MAL 42, 54(b)).
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40. Neither Tionne nor Lisa was given a copy of the signed contracts by
either Pebbles or the attorney. (TBOZ 12; MCN 49 (Tionne 23:18-24:2); 39
(Pebbles 177:22-178:16)).
41. When Chilli was added to the group, she also met with an attorney
from the Katz firm. (MCN 7, 9; CHILLI 8).
42. As Lisa and Tionne had already signed the deal with Pebbitone, Chilli
has said that there was little opportunity for her to further negotiate the deal. Chilli
signed the contracts. (CHILLI 8-9; MAL 55(a)).

43. Neither Pebbles nor Chillis attorneys gave Chilli copies of the signed
agreements. (CHILLI 10; MCN 39 (Pebbles 177:22-178:16)).
44. Pebbles companies handled communications with TLCs lawyers on
behalf of the group. (TBOZ 18; CHILLI 15; MAL 54(a); MCN 48 (Chilli
60:10-61:25, 113:11-114:21), 49 (Tionne 16:18-17:21, 23:12-15, 29:15-21), 60
(Chilli 28:11-29:20), 62 (Lopes 24:22 26:17)).
45. At least until February 1993, bills for TLCs legal work from the Katz
firm were sent to Pebbles, including when the bill was for attempted renegotiations
of TLCs agreement with Pebbitone. (MCN 16, 26, 58, 59).
46. In December 1991, Jess Rosen, an attorney at the Katz firm, sent a
letter to PT Entertainment concerning a document prepared for TLC at PT
Entertainments request telling PT Entertainment to advise the girls that each of
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them has the right to have these documents reviewed by counsel of her choice.
(MCN 14, 15).

III. TLCS PROFESSIONAL AGREEMENTS
47. Recording artists can earn money from, among other things, record
royalties, publishing royalties, and/or touring. Pebbles companies had a financial
interest in monies earned by TLC from record royalties, publishing royalties and
touring. (MAL 45(b), 45(d); 4 (p.150), 11 (p.183), 10 (p.229), 18, 42
(Pebbitone 116:25-119-17, 120:18-122:8), 60 (Chilli 130:16-131:2); CHILLI 13;

DIG 6).
48. Pebbles company Pebbitone acted as the production company in
between TLC and LaFace an arrangement not shared by other artists signed to
LaFace at that time, a roster that included Toni Braxton, Outkast, and Usher.
(TBOZ 26; MCN 32 (p.6), 41 (LA Reid 34:12-36:18)).
49. Under the Recording Agreement between LaFace and Pebbitone,
LaFace was obligated to pay Pebbitone a royalty of 14.5% for each TLC record
sold with escalations up to 15%. (MCN 11 (p.183-184), 42 (Pebbitone 120:18-
121:23)).
50. Under the Production Agreement between Pebbitone and TLC,
Pebbitone was required to pay TLC 7% for each TLC record sold with escalations
up to 8%. (TBOZ 26; CHILLI 25; MCN 4 (p.147-150), 42 (Pebbitone
116:25-118:21)).
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51. Once TLCs 7% rate was divided among three group members, each
group member received a 2.33% royalty rate, escalating to 2.66%. (TBOZ 26;
CHILLI 25; MCN 42 (Pebbitone 119:10-17)).
52. Pebbitone received roughly half of the royalties paid by LaFace for
TLCs services, before any deductions for producers fees. (TBOZ 26; CHILLI
25; MCN 42 (Pebbitone 121:24-122:8)).
53. The Recording and Production Agreements were structured so that all
recording costs were deducted from TLCs share of royalties, not from Pebbitones
share of royalties. (TBOZ 28; CHILLI 26; MCN 4, 11, 42 (Pebbitone
128:10-17) 64 (Hearing Tr. 208:4-12)).
54. Expenses deducted from TLCs share of royalties included, studio
time, sound mixing, advances, touring costs, snacks, auditions for a third member
of the group, TLC logo artwork, and the buyout of TLCs former manager Ian
Burkes management contract. (MCN 4 (p.147), 11 (p.193), 16 (1894, 1898-
900), 17).
55. TLCs Production Agreement required them to make eight (8) albums
for Pebbitone, at least seven (7) of those for LaFace. (MCN 4, 11, 42
(Pebbitone 109:18-110:7)).
56. Under the Publishing Agreement, Pebbitone took more than 25% of
all TLC publishing royalties. (MCN 5, 23; TBOZ 27; CHILLI 27).
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57. The term of the Publishing Agreement also extended through eight
albums. (MCN 5, 42 (Pebbitone 109:18-110:7)).
58. For revenue earned by TLC from touring, merchandising, movies, or
television, Pebbles company PT Entertainment was entitled to a 20% commission
under the Management Agreement. (TBOZ 27; CHILLI 27; MCN 10 (p.229-
30)).
59. The Management Agreement provided for a one year term with PT
Entertainment having the exclusive option to renew the term for up to four
additional terms. (MCN 10).
60. The Management Agreement granted PT Entertainment power of
attorney for the group. (MCN 10 (p.228-29)
61. The Management Agreement granted PT Entertainment the authority
to designate a business manager and accountant to handle TLCs finances. Only
subject to Pebbles approval could TLC hire its own business manager or
accountant. (MCN 10 (p.232)).
62. As Pebbitone owned the TLC trademark, any merchandising deal that
included the TLC trademark would require the approval of Pebbitone. (MCN
18).
63. During the time Pebbitone was TLCs manager, no merchandising
deals for TLC were made. (MCN 39 (Pebbles 172:11-175:6)).
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64. Lisa would later say of the contractual arrangement with Pebbles,
The deal that we signed with Pebbles wasnt a good or a bad deal. Its the type of
deal that new artists get. The bad thing about the deal was that Pebbles had us
signed to so many deals. She just had her fingers in the pot all across the board.
(MAL 45(c), 53).

IV. TLCS RISE TO SUCCESS
65. Pebbles put TLC on a rigorous rehearsal and development schedule
for almost a year before they were seen by the public that dominated their time.
(MAL 56(a); TBOZ 14, 16; CHILLI 11; MCN 39 (Pebbles 12:6-7, 25:15-
21)).
66. The group members did not maintain jobs away from the group.
(TBOZ 14; CHILLI 11; MCN 39 (Pebbles 49:18-50:4, 53:2-10)).
67. TLC released its first album Ooooooohhh . . . On the TLC Tip in
February 1992. (TBOZ 19; CHILLI 18, 20)

68. The album went triple platinum i.e. sold over 3 million records.
(MCN 39 (Pebbles 56:11-57:4); 41 (LA Reid 56:2-13)).
69. In the summer of 1992 the group went on its first national tour as the
opening act for MC Hammer. (TBOZ 19; CHILLI 18).
A. TLCs Early Personal Struggles
70. Only a couple months after signing with Pebbitone, Chilli was kicked
out of TLC and in a June 7, 1991 letter, Pebbles representatives wrote to Chilli,
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Pebbitone, Inc. and Pebbitone Music hereby exercise their right to terminate the
Production Agreement and Publishing Agreement as to your services thereunder.
(TBOZ 17; CHILLI 16; MCN 12, 49 (Tionne 59:17-62:24)).
71. A month or so later, Chilli rejoined the group. (TBOZ 17; CHILLI
16; MCN 13).
72. Shortly after being allowed back into the group, Chilli learned she was
pregnant with TLCs record producer, Dallas Austins baby, and had an abortion.
(CHILLI 17).
73. During the MC Hammer tour, Tionne had a severe sickle cell crisis.
Because Tionne could not perform, the group had to cancel multiple dates on the
tour. (MAL 56(b); TBOZ 20-21; CHILLI 19).

B. TLCs Early Financial Struggles
74. In the year before the release of TLCs debut album, TLC had no
revenue streams other than what was provided under their contracts with Pebbles
companies. (TBOZ 15; CHILLI 12; MCN 42 (Pebbitone 72:3-13)).
75. Under the Production Agreement, in 1991 TLC received a $10,000
advance to be divided among three group members. (MCN 4, 16).
76. Under the Publishing Agreement, in 1991 Tionne and Lisa were paid
monthly publishing advances of $340 ($85 per week) and Chilli was paid a
monthly publishing advance of $153.33 ($38.33 per week), which totaled for the
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entire calendar year 1991, $8,232.67 in publishing advances. (TBOZ 15;
CHILLI 12; MCN 5, 6, 7, 20, 39 (Pebbles 201:11-15)).
77. Between publishing advances ($8,232.67) and advances on royalties
under the Production Agreement ($10,000), TLC received a total of $18,232.67
under the agreements with Pebbitone in 1991 to be split three ways. (MCN 4, 6,
7).
78. From these funds, Pebbles docked the pay of the members of TLC for
cursing or other violations of group rules. (TBOZ 16; CHILLI 12; MCN 20,
42 (Pebbitone 134:20-139:12), 48 (Chilli 60:10-61:25), 49 (Tionne 58:17-19)).
79. In 1992, the members of TLC collectively earned $115,000 to be split
three ways, based on $10,000 in advances under the Publishing Agreement, and
$105,000 in out-of-cycle advances on record royalties from LaFace paid through
Pebbitone. (MCN 20, 22- 24, 64 (Hearing Tr. 198:20-203:17)).
V. SPLIT FROM PEBBLES

80. After the 1992 tour, TLC grew frustrated that while they had become
world-renowned, platinum-selling recording artists, they had not received monies
beyond the $18,232.67 in 1991 and some of the $115,000 that would be paid in
1992. (TBOZ 22; CHILLI 20) (MCN 4, 6, 7).
81. TLC also objected to the control Pebbles exercised over their careers
and personal lives and believed they were kept in the dark concerning the
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particulars of their various agreements. (MAL 45(d); TBOZ 18, 23; CHILLI
21; MCN 49 (Tionne 16:18-17:21, 23:18-24:2)).

82. The group grew frustrated after hearing from others that Pebbles had
received offers for television shows, movies, and other opportunities for the group,
but turned them down without first consulting the group. (TBOZ 24; CHILLI
23; MAL 45(e)).
83. The group also grew angry at Pebbles failure to renegotiate their
agreements due to what they perceived as the many conflicts in Pebbles
relationship with the group and LaFace. (MAL 45(c), 53(a); TBOZ 29;
CHILLI 28; DIG 10-12)
84. At the end of the MC Hammer tour, Pebbles surprised the members of
TLC with new cars. TLC later learned that Pebbles purchased the cars without
their knowledge with the money TLC earned from the tour. (TBOZ 24; CHILLI
22; MCN 17, 48 (Chilli 55:14-56:20, 151:2-152:10)).

85. In early 1993, Chilli and Lisa took copies of their contracts from
Pebbitones offices, and along with Tionne, went to see a lawyer at the Katz firm
in order to have him explain the contracts to them. (TBOZ 25; CHILLI 24;
MCN 48 (Chilli 108:1-110:18)).
86. After the lawyer explained the contracts to the group members, TLC
better understood the nature of the relationships between the group, Pebbitone, and
LaFace. (TBOZ 25-29; CHILLI 24-28).
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87. TLC fired Pebbles as their manager in early 1993. (TBOZ 30;
CHILLI 29).
88. TLC and PT Entertainment did not reach a settlement of the
management agreement until June 1, 1994 (MCN 19).
VI. TLCS SECOND ALBUM AND BANKRUPTCY
89. In 1994 the group released their second album CrazySexyCool, which
went on to sell over ten million records in its first two years. (MAL 45(g),
46(b); TBOZ 31; CHILLI 30; MCN 41(L.A. Reid 139:4-7)).
90. Despite an increase in earnings in 1993 due to out of cycle advances
from LaFace, TLCs financial problems worsened in 1994 and 1995. (MCN 30;
MAL 57(a), 57(b)).

91. TLC was still signed to Pebbitone, which continued to receive the
same royalty percentage and portions of TLCs advances under the Production and
Publishing Agreements as it did when Pebbles still managed the group. (MAL
45(f); TBOZ 32; CHILLI 31; MCN 39 (Pebbles 227:14-229:16), 63
(Pebbles 48:23-25), 64 (Hearing Tr. 204:4-207:4)).
92. Pebbitones Vice President and General Manager Albert McKissack
testified that at least as of October 18, 1995, Pebbitone was operating as a shell
company for TLC projects. (MCN 28 (p.3366), 42 (Pebbitone 229:20-
231:21)).
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93. Efforts were made to renegotiate TLCs Production and Recording
Agreements in 1994 and 1995, but no deal could be reached. (TBOZ 33;
CHILLI 31-32; DIG 13 MAL 57(c)).
94. On July 3, 1995, Tionne, Lisa, and Chilli filed for Chapter 11
bankruptcy protection. (TBOZ 33; CHILLI 33; MAL 57(a); MCN 30).
95. In the bankruptcy proceedings it was revealed that TLC collectively
had earned between $1.1 million and $1.3 million over the course of the four years
and four months they had been together. (MCN 42 (Pebbitone 190:9-191:2),
64 (Hearing Tr. 189:1-191:10)).
96. After deducting fees for lawyers, accountants, managers, and other
expenses, each member took home around $300,000 over this same four year
period. (MAL 45(g), 46(b), 57(b)).
97. In addition, TLC had a negative royalty balance to Pebbitone from
which future royalties would be charged in the amount of $827,695.12. (MCN
30).
98. Pebbitone and LaFace moved to dismiss TLCs bankruptcy filing
arguing, among other things, that the group filed for bankruptcy as a guise to get
out of their contracts. (MCN 30).
99. The bankruptcy court concluded in a published decision that the
members of TLC filed bankruptcy in good faith as they were each experiencing
bona fide financial problems that warranted bankruptcy relief. (MCN 30).
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100. Not long after the bankruptcy courts ruling, the parties reached a
global settlement agreement that involved a payment to Pebbitone. (MAL 45(i);
TBOZ 34; CHILLI 34; MCN 42 (Pebbitone 53:14-61:3)).
101. Following the final split with Pebbles, TLC continued its run of great
success until 2002 when Lisa died tragically in a car accident in Honduras. (TBOZ
35; CHILLI 35-36).
VII. BEHIND THE MUSIC AND OTHER PRESS
102. TLCs disputes with Pebbles were widely reported in the press in the
1990s and 2000s. (MAL 37-50).
103. The press reported that Pebbles mismanaged [the groups] business
affairs, that many industry observers said aloud that part of the blame [for TLCs
financial struggles] was their deal with Pebbles Reid, and that TLC received an
unusually low royalty rate even for a new act in its first record deal. (MAL
40(f)-(i), 41(d), 43).
104. It was observed that [a]cting as their manager, Reid advised the trio
to sign a production and publishing deal with Pebbitone and then negotiated her
own deal with her husbands label, and that [t]he intermingling makes LaFace
like Motown for more reasons than the impact their music has. (MAL 40(j),
41(c)).
105. The members of TLC were quoted in the press saying When I went
to my lawyer, he told me my contract was fair, and we signed it. But it wasnt fair.
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I cant tell people what to do and what not to do. I just hope and pray you get an
honest lawyer, an honest manager and an honest record company. (MAL 42).
106. Press reports and quotes from TLC indicated that Pebbitone, LaFace,
and Arista had treated TLC like dirt; that the industry in general was full of
greedy individuals who take advantage of nave young artists; that their advice to
any new artist about to sign a contract is, Baby, you better watch your back; that
the group hopes they go down in history for being something more than just
another famous act that got ripped off; and that theyre tired of watching
everybody cash in on [thei]r success but [them]. (MAL 40(a)-(e)).
107. Chilli was quoted in the press describing how she had been repeatedly
broken down by Pebbles, that Pebbles gave me a complex, that she always
made me feel like I wasnt up to par, and that only in 1999 was she 95 percent
almost me again. (MAL 41(a), 44).
108. In 1999, Viacom network VH1 created and aired a Behind the Music
documentary about the group that discussed the controversy with Pebbles. Pebbles
participated in the Behind the Music. (MAL 45).
109. VH1 filmed and retained interviews with Tionne, Lisa, Chilli,
Pebbles, L.A. Reid, Babyface, TLCs bankruptcy counsel, and other people
intimately involved in TLCs career for the documentary. (MAL 51-58).
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110. In Lisas interview, she said of the contractual arrangement, Not only
were we signed to publishing, production, then we signed to LA Reid, and I mean
there were just conflicts of interest in everything. Everything. (MAL 53).
111. In Tionnes interview, she said Pebbles was very controlling . . . she
would not allow us to talk to the lawyers at first, the record company, we were not
allowed to talk to anyone, so there was no way we would have learned anything,
we couldnt talk to anybody, we didnt know anything. (MAL 54(a)).
112. In Babyfaces interview, he acknowledged that TLCs financial

difficulties probably came down to there not being a really good deal set up for
them in the beginning. (MAL 58).
113. In 2007, VH1 created a documentary on Lisa Lopess life called The
Last Days of Left Eye about Lisas life, which also discussed the controversy with
Pebbles and TLCs financial struggles. (MAL 46).
114. In music journalist Roni Sarigs 2007 book chronicling the rise of
Southern Hip-Hop, Third Coast: OutKast, Timbaland, & How Hip-Hop Became a
Southern Thing, in discussing TLCs contractual relationship with Pebbitone and
LaFace, Sarig wrote, even by the music business ethically lax standards, [the
relationship] was astonishingly conflicted: together, the Reid household triple-
dipped into TLCs finances as the groups manager, production company head, and
label head. (MCN 31)
20
115. Over the last 20 years Pebbles has acknowledged that she has been
described as an evil crook, criminal, thief, culprit, unfair person, liar,
fall guy, villainess, and that people have said she h[e]ld [TLC] back and
took [TLCs] money. (MCN 35, 39-40 (Pebbles, 222:7-14, 322:15-325:4,
328:4-329:2, 330:25-331:4); MAL 39(b), 49(a), 50(c)).
116. Over the last 20 years, Pebbles never sued any of the above
publications or entities identified in Paragraphs 100-113 concerning the published
statements, nor did she seek any corrections. (MAL 49(b), MCN 39 (Pebbles
370:25-371:10)).
VIII. THE TLC MOVIE
117. In 2011, as Tionne, Chilli, and their longtime manager, Bill Diggins
(Diggins) prepared for the 20th anniversary of the release of TLCs debut album,
they and VH1 agreed to commemorate the occasion by producing a scripted
docudrama about TLC from the surviving group members perspectives. (MAL
5; TBOZ 36; CHILLI 37; DIG 16).
118. A docudrama is a scripted movie that uses actors, created dialogue
and compressed events. (LAN 19-22).
119. Tionne and Chilli agreed to be consultants and Executive Producers
on the project, whereby Tionne and Chilli would serve as the primary source
material for the script and take an active role in development and production.
(MAL 8-9; TBOZ 37; CHILLI 38).
21
120. Diggins agreed to be a consultant and Executive Producers that would
serve in multiple roles, including assisting in any sort of music clearance issues
that could arise in the production, coordinating meetings and access to Tionne,
Chilli, and other relevant industry contacts. (MAL 8, 10).
121. Viacom selected Maggie Malina (Malina) to serve as an Executive
Producer, and she was responsible for finding a screenwriter, developing a
screenplay with Chilli and Tionne and overseeing the creative execution of the
project during production. (MAL 7).

122. Viacom, in consultation with Malina, Tionne, Chilli, and Diggins,
hired Lanier to write the screenplay for the Movie. (MAL 11; LAN 3-5).
123. Viacom hired Alex Motlagh (Motlagh) and his Atlanta-based
production company, POPcom, LLC, to serve as an additional Executive Producer,
and to coordinate production and filming, and assist with all production related
activities for the Movie. (MAL 12).
124. Viacom hired Charles Stone (Stone) to direct the Movie. (MAL
13).
125. Malina, Lanier, Diggins, Chilli, Tionne, Motlagh, Stone, various
individuals at Viacom and POPcom, and other independent contractors formed the
production team for the TLC movie (the production team). (MAL 14).
126. In preparation for writing the script for the Movie, Malina arranged
for Lanier to meet with Tionne, Chilli, and Diggins in order to gather primary
22
source material and to hear their perspectives on their lives, on their journey, and
on the various stories about the group. (MAL 15; LAN 6-9; TBOZ 38;
CHILLI 39; DIG 19)
127. After meeting with Tionne, Chilli, and Diggins, Lanier drafted an
outline for a docudrama, and on February 3, 2012, sent the outline to Malina who
circulated it to Viacom executives and Diggins, who forwarded it to Tionne and
Chilli. (MAL 16; LAN 10)
128. Shortly after Lanier was given the green light to begin writing a first
draft of a script, Viacom arranged for Lanier to meet with Tionne and Chilli again
for two days at the Beverly Hills Hotel in Los Angeles to provide her with further
source material. (LAN 11; MAL 17; TBOZ 38; CHILLI 39; DIG 19).
129. At Chillis suggestion, Lanier met with Dallas to discuss the group
and his role therewith, as well as his relationship with Chilli. (LAN 12).
130. Viacom personnel also sent Lanier various materials to review in
preparation for writing the movie including VH1s 1999 Behind the Music
documentary on TLC, and VH1s 2007 documentary, The Last Days of Left Eye.
(MAL 18, 45, 46; LAN 6).
131. On May 10, 2012, Lanier completed and sent the first draft of the
script to Malina who circulated it to various Viacom executives and to Diggins
with a cover note at Laniers request, reminding everyone, but especially Chilli
and Tionne, that in order to shape three incredible lives into a manage[a]ble
23
screenplay, certain things may have been compressed, composited, and otherwise
changed from how they may have actually happened. She did this with Tina
Turners life story and with other life stories she has turned into screenplays. She
hopes that any liberties taken for story structure will be acc[e]ptable. (MAL 19;
LAN 14, 19-22).
132. Over the next several months, Lanier, Malina, Tionne, Chilli, Diggins,
and later, Motlagh and Stone (together, the production team) had multiple email
and phone communications about revisions to the script. (MAL 20, LAN 15,
16, 19; CHILLI 39; TBOZ 38; DIG 19).
133. Both in calls and in emails to the production team, Tionne and Chilli
provided notes that Kate used to revise the script. (MAL 21-24; LAN 15, 19;
CHILLI 39; TBOZ 38; DIG 19).
134. The production team was familiar with TLCs story through having
read the press and seen VH1 documentaries, and Tionne and Chillis stories were
consistent with what had previously been told about the group. (MAL 32; LAN
4-5).
135. Including the first draft, between May 10, 2012 and the premier of the
movie in October 2013, Lanier and Malina exchanged 14 drafts of the script, 6
drafts of scripts for voiceover and automated dialogue replacement (ADR), and 5
drafts of additional scenes to shoot during post-production. (MAL 30; LAN
16).
24
136. With the exception of a few drafts that required immediate revision,
Malina circulated these drafts to Tionne, Chilli and the rest of the production team
for comment. (MAL 31; LAN 16)
137. Tionne and Chilli told Lanier and Malina that Pebbles made important
contributions to their career, but that she also caused many problems for the group.
(MAL 73; LAN 23-25)
138. Tionne and Chilli told Lanier and Malina that they did sit down with
lawyers before signing their contracts, but the lawyers repped [represented]
Pebbles and LA. (MAL 22-23; LAN 27; TBOZ 43-44; CHILLI 47-48;
MCN 43 (87:3-11; 221:7-21)).
139. Tionne and Chilli told Lanier that Pebbles paid them $25 per week in
the year prior to the release of their first album. (LAN 28; TBOZ 15, 45;
CHILLI 12, 49).
140. Tionne and Chilli told Lanier that Pebbles actively discouraged them
from contacting their lawyers and obtaining copies of their contracts and that on
more than one occasion, they asked Pebbles for copies of their contracts, and
instead of providing them, Pebbles acted offended and asked them, You dont
trust me? (LAN 29; TBOZ 23; CHILLI 21, 24).
141. Chilli told Lanier that eventually, the group had to steal their contracts
from Pebbles office just so they could take them to their lawyer to find out why
they were not making any money. (MAL 87; LAN 29; CHILLI 24).
25
142. Lanier, Malina, and the rest of the production team believed Tionnes
and Chillis story completely, including the above statements, and had no reason to
doubt the truth of what they told them. (MAL 32, 59, 72, 77, 90; LAN 26-
28, 30, 32; MCN 44 (Malina 182:1-183:18); 43 (Lanier 59:8-15, 76:9-25,
100:1-21)).
143. The production team performed additional research to corroborate
much of what Tionne and Chilli told them, including gathering materials that have
been widely available to the public, and collecting other materials that were in
Viacoms archives such as the raw footage from the Behind the Music
documentary. (MAL 32-59; DIG 20; see supra 102-113, 115-116).
144. These materials were shared with various individuals on the
production team and reviewed during the production. (MAL 33, 59).
145. On occasion the production team circulated emails with lists of
materials gathered. (MAL 33).
146. The script was shared with Dallas because he is the father of Chillis
son. (DIG 20; MAL 35; CHILLI 39-40,; MCN 45 (Diggins 203:23-
204:25), 43 (Malina 253:11-256:5)).
147. The script was shared with Joel Katz, TLCs current counsel, and the
attorney whos law firm represented TLC at the time they signed their contracts
with Pebbles. (DIG 21-25; MAL 36).
26
148. Neither Dallas nor Joel Katz pointed out any inaccuracies in the script.
(DIG 20, 25; MAL 36).
149. Principal photography for the Movie took place in March and early
April 2013. (MAL 60).
150. After principal photography, during post-production, the production
team including Tionne, Chilli, and Diggins worked with the movies editor,
reviewing cuts of the movie and providing notes on how to streamline the story,
where to add music, where additional scenes or voiceover was needed, and where
certain scenes should be cut or replaced. (MAL 60-64; LAN 15, 19;
CHILLI 39; TBOZ 38; DIG 19).
151. Early in the process, Lanier and the rest of the production team
determined that Tionne and Chilli would be the narrators because the story was
being told from their perspectives. (MAL 64)
152. The first line of the movie is Heres what I remember. (MAL 29,
64, Ex. 25; MCN 43 (Lanier 86:16-87:7)).
153. On October 21, 2013, VH1 premiered CrazySexyCool: The TLC
Story. (MAL 65-72, 79-90).
154. Six months later, on April 25, 2014, Pebbles filed this action,
asserting one count of defamation alleging that certain scenes from the Movie
along with body language, and facial expressions in each scene create fifteen
27
false and defamatory implications concerning her. (Compl. 122, 124 (a)-(o);
MCN 36).
IX. DAMAGES:
155. Pebbles did not suffer any lost earnings as a result of the TLC movie,
Redacted . (MCN
37, 38, 39 (Pebbles 301:10-15), 42 (Pebbitone 38:12-25)).
156. Pebbitones Vice President and General Manager, Albert McKissack
testified Redacted
(MCN 42 (Pebbitone 38:12-25)).
157. Pebbles did not lose any contractual or business opportunities due to
the Movie. With the exception of a short stint as a judge on a talent search show in
2011, Pebbles has not worked for at least the four years prior to the Movie. (MCN
39 (Pebbles 286:8-288:23, 302:13-304:24)).
158. Pebbles suffered no medical or psychological damage as a result of

the Movie, and any emotional distress she suffered relates to events from the
1990s. (MCN 38, 39 (Pebbles 318:3-320:15)).
159. Pebbles admits that any damage to her reputation occurred long before
the publication of the Movie. (MAL 41(b), 45(h)-(i); MCN 36, 39 (Pebbles,
222:7-14, 322:15-325:4, 328:4-329:2, 330:25-331:4)).
160. Redacted
28
161. Redacted
162. Redacted
163. Redacted
164. Redacted
DATED: September 23, 2015 Respectfully submitted,
/s/ Elizabeth A. McNamara

Elizabeth A. McNamara (pro hac vice)
Jeremy A. Chase (pro hac vice)
DAVIS WRIGHT TREMAINE LLP
1251 Avenue of the Americas, 21st Floor
New York, New York 10020
Tel: (212) 489-8230
29
E-mail: lizmcnamara@dwt.com
jeremychase@dwt.com
Attorneys for Defendants
Walter H. Bush
Georgia Bar No. 098825
Christopher B. Freeman
CARLTON FIELDS JORDEN BURT, P.A.
One Atlantic Center
1201 W. Peachtree St. N.W.,
Ste. 3000
Atlanta, Georgia 30309-3455
Tel: (404) 815-2705
E-mail: wbush@carltonfields.com
cfreeman@carltonfields.com
30
UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT GEORGIA
ATLANTA DIVISION
X
PERRI PEBBLES REID, :

:
Plaintiff, :
:
- against - : Case No. 1:14-cv-01252-MHC
:
VIACOM INTERNATIONAL INC. :
VIACOM INC., and KATE LANIER, :
:
Defendants. :
X
RULE 7.1D CERTIFICATE OF COMPLIANCE
Counsel for Defendants hereby certifies that the foregoing has been prepared
with one of the font and point selections approved by the Court in LR 5.1B: Times
New Roman (14 point).
Submitted this 23rd day of September, 2015.
/s/ Elizabeth A. McNamara

Elizabeth A. McNamara (pro hac vice)
Jeremy A. Chase (pro hac vice)
DAVIS WRIGHT TREMAINE LLP
1251 Avenue of the Americas, 21st Floor
New York, New York 10020
Tel: (212) 489-8230
E-mail: lizmcnamara@dwt.com
jeremychase@dwt.com

Walter H. Bush
Christopher B. Freeman
CARLTON FIELDS JORDEN BURT, P.A.
One Atlantic Center

1201 W. Peachtree St. N.W.,
Ste. 3000
Atlanta, Georgia 30309-3455
Tel: (404) 815-2705
E-mail: wbush@carltonfields.com
cfreeman@carltonfields.com
32

Perri "Pebbles"Reid V Viacom Defendants' Rule 56.1 Statement of Undisputed Material Facts in Support of Its Motion For Summary Judgment

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Perri "Pebbles"Reid V Viacom Defendants' Rule 56.1 Statement of Undisputed Material Facts in Support of Its Motion For Summary Judgment

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Case 1:14-cv-01252-MHC Document 100-2 Filed 09/23/15 Page 1 of 32

UNITED STATES DISTRICT COURT

PERRI PEBBLES REID, :

Defendants Viacom International Inc., Viacom Inc. (Viacom), and Kate

Lanier (Defendants), by their attorneys, hereby submit this statement pursuant to

Defendants Motion for Summary Judgment against Plaintiff Perri Pebbles

I. PARTIES AND ACTION

1. Plaintiff Perri Pebbles Reid (Pebbles) is an internationally

2. Pebbles companies Pebbitone Inc., Pebbitone Music, and PT

Entertainment served as TLCs production company, publishing company, and

manager, respectively. (MCN 4, 5, 10).

3. Defendant Viacom International Inc. is a wholly-owned subsidiary of

4. Defendant Kate Lanier (Lanier) is a screenwriter of major motion

5. This action for defamation was brought by Plaintiff against Viacom

and Lanier pursuant to 28 U.S.C. 1332 arising out of a made-for-TV docudrama

produced by Viacom and written by Lanier. (Compl. 1, 14-17).

II. TLCS FORMATION AND EARLY INVOLVEMENT

(L.A.). (MCN 39 (Pebbles 21:6-23), 42 (Pebbitone 115:2-9)).

7. L.A., along with Kenneth Babyface Edmonds, founded the Atlanta-

Records (Arista). (MCN 39 (Pebbles 112:1-9), 41 (L.A. Reid 149:4-13)).

hairdresser, Marie Davis, introduced Pebbles to Tionne T-Boz Watkins. (TBOZ

5-6; MAL 45(a); MCN 39 (Pebbles 90:23-92:11)).

comprised an all-female R&B group in Atlanta called Second Nature. (TBOZ

manager, she arranged a buy-out of Second Natures prior management and

became the groups manager. (TBOZ 7; MCN 3, 16, 39 (Pebbles 90:23-

92:11); Compl. 30, 38, 40).

each group member (MCN 39 (Pebbles 177:6-8); TBOZ 8; Compl. 41).

Pebbitone. (MCN 18, 39 (Pebbles 177:6-8); Compl. 43).

39 (Pebbles 19:2-9); 41 (LA Reid 16:3-19); Compl. 44).

as the groups record label. (MCN 39 (Pebbles 8:16-9:5); Compl. 31).

21:5), 41 (LA Reid 16:3-19)).

18. On February 28, 1991, Tionne and Lisa signed a production

agreement (the Production Agreement) and a songwriter agreement (the

Publishing Agreement) with Pebbles companies Pebbitone, Inc. and Pebbitone

Music, respectively. (TBOZ 10-11; MCN 4, 5; Compl. 57).

19. L.A. recommended to Pebbles, Rozonda Thomas, a back-up dancer

for another LaFace act, as Crystals replacement. (CHILLI 4; MCN 41 (LA

(Lopes 15:19-17:3); Compl. 65)

21. The group dubbed Rozonda Chilli so as to maintain the rationale

for TLC. (CHILLI 6; MCN 62 (Lopes 15:19-17:3); Compl. 66).

13; CHILLI 5; MCN 7, 8).

to the group. (CHILLI 7-9; MCN 9).

24. On April 3, 1991, the members ofTLC signed a management

agreement with Pebbles company, PT Entertainment (the Management

Agreement). (TBOZ 13; MCN 10).

Agreement). (TBOZ 13; MCN 11).

26. Pursuant to the Recording Agreement, Pebbitone was required to

provide the services of TLC to LaFace (TBOZ 13; MCN 11).

27. Pursuant to the Recording Agreement, LaFace was given the

exclusive right to distribute TLCs records. (MCN 11, 42 (Pebbitone 139:13-

28. The members of TLC signed inducement letters agreeing to provide

(TBOZ 13; MCN 11, 42 (Pebbitone 139:13-140:19)).

19 and 20 years old. (TBOZ 11; CHILLI 9).

sophisticated personal or family advisors. (TBOZ 10-11; CHILLI 9; MCN

48 (Chilli 29:12-30:1); 49 (Tionne 28:8-14), 61 (Tionne 12:4-14:4)).

(MCN 40 (Pebbles 331:22-335:3)).

32. In the recording industry, a manager acts as a consultant to guide and

publishing agreements. (MCN 39-40 (Pebbles 104:1-105:1, 110:23-111:25;

332:22-333:2); DIG 7-8).

33. TLCs Production Agreement, Publishing Agreement, Management

MCN 27, 29, 39 (Pebbles 112:10-22); DIG 10-12).

34. Although Pebbles did not have a personal ownership interest in

(MCN 27, 39 (Pebbles 83:8-13)).