0Y

1 LOUIS R. MILLER (State Bar No. 54141)

smiller@millerbarondess.com
2 A. SASHA FRID (State Bar No. 216800) COPY
sfrid@millerbarondess.com
3 DAVID I. BOSKO (State Bar No. 304927) los
dbosko@millerbarondess.com NOV 21 2011
4 MILLER BARONDESS, LLP eIcetiG~6~
1999 Avenue of the Stars, Suite 1000 ~ ajwr, ~GUUV
5 Los Angeles, California 90067 S
Telephone: (310) 552-4400 By ~
6 Facsimile: (310) 552-8400

7 JUSTIN A. JACOBS (Pro Hac Vice Application Pending)

jjacobs@selawfirrn. corn
8 SPECTOR & EHRENWORTH, P.C.
30 Columbia Turnpike, Suite 202
9 Florham Park, New Jersey 07932
Telephone: (973) 845-6527
10 Facsimile: (973) 593-4848

11 Attorneys for Plaintiffs

STEELY DAN, INC. and
12 DONALD FAGEN

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

14 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
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15
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16 STEELY DAN, INC., a California CASE NO. BC 68 4 353
corporation; and DONALD FAGEN, an
17 individual, COMPLAINT FOR:
-< ~5f-

18 Plaintiffs, (1) DECLARATORY JUDGMENT;

19 v. (2) BREACH OF CONTRACT!

SPECIFIC PERFORMANCE;
20 THE ESTATE OF WALTER BECKER;
DELIA CIOFFI, as trustee of THE WALKER (3) BREACH OF CONTRACT!
21 BECKER REVOCABLE TRUST; NIGRO, DAMAGES;
KARLIN, SEGAL, FELDSTETN & BOLNO,
22 LLC, a California limited liability company; (4) BREACH OF CONTRACT!
and DOES 1-25, inclusive, INJUNCTIVE RELIEF;
23
Defendants. (5) ACCOUNTING
24
___________________________ [DEMAND FOR JURY TRIAL]
25
26

27

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361058.5
COMPLAINT
 1 Plaintiffs Steely Dan, Inc. (Steely Dan) and Donald Fagen (Fagen) hereby complain
2 against Defendants the Estate of Walter Becker (the Estate), Delia Cioffi, as trustee of the

3 Walter Becker Revocable Trust (the Trust), DOES 1 through 25 (together with the Estate and

4 the Trust, the Becker Defendants), and Nigro, Karlin, Segal, Feldstein & Bolno, LLC

5 (NKSFB) as follows:

6 INTRODUCTION

7 1. For almost half a century, Donald Fagen and Walter Becker, two innovative

8 musicians, songwriters, and recording artists who met in college, collaborated in an amicable

9 partnership as song writers and performers. Fagen and Becker worked together as the core
10 members of their world famous band, Steely Dan. Steely Dan had other members that came and

11 went, but Fagen and Becker were always the two staples of the band.

12 2. Steely Dan was incredibly successful. The band won many accolades, and

13 ultimately became a household name and an integral part of late 20th century American music pop

14 culture. Fagen and Becker worked together from the late 1960s until 2017.

15 3. When Steely Dan formed in 1972, the original band members, including Fagen and
16 Becker, executed a Buy/Sell Agreement. The express terms of the Buy/Sell Agreement provide

17 that whenever a member of the Band either dies or terminates his employment with Steely Dan,

18 Steely Dan purchases all of that members shares of Steely Dan. The Buy/Sell provision is

19 mandatory. Other provisions of the Buy/Sell Agreement likewise evidence the Band members
20 intent to return all outstanding shares to the company when one member dies or terminates

21 employment.

22 4. By the 2010s, Fagen and Becker were the only remaining shareholders and

23 signatories to the Buy/Sell Agreement. On September 3, 2017, Walter Becker passed away. His
24 shares in Steely Dan passed to his estate and a trust he presumably created.

25 5. Four days after Beckers death, on September 7, 2017, the Becker Defendants sent

26 Fagen a letter stating that We wanted to put you on notice that the Buy/Sell Agreement dated as

27 of October 31, 1972 is of no force or effect.

28 6. Fagenacting on behalf of himself and on behalf of Steely Dan, as its sole

361058.5 2
COMPLAINT
 1 remaining officer and directorhereby exercises the mandatory provision of the Buy/Sell

2 Agreement requiring Steely Dan to purchase Beckers shares.

3 7. This lawsuit is required for Steely Dan and Fagen to obtain a judicial determination
4 that Beckers shares must be sold to Steely Dan pursuant to the express terms of the Buy/Sell

5 Agreement, so that Steely Dan and Fagen can go on as contemplated and provided by the Buy/Sell

6 Agreement.

7 PARTIES

8 8. Plaintiff Steely Dan is a corporation organized under the laws of the State of

9 California. Steely Dan has recorded music and done business in California for over 45 years.

10 9. Plaintiff Fagen is an individual residing in the State of New York.

11 10. Defendant Estate of Walter Becker is the estate of Fagens partner, Walter Becker.

12 Walter Becker passed away on September 3, 2017.

13 11. Upon information and belief~, the Walter Becker Revocable Trust is a trust created
~ ~ 14 by Walter Becker; and further on information and belief, the trustee of the Walter Becker
z ~
c 15 Revocable Trust is Delia Cioffi.

16 12. Defendant Nigro, Karlin, Segal, Feldstein & Bolno, LLC (NKSFB) is a limited

~ ~ 17 liability corporation organized under the laws of the State of California. Its principal place of
18 business is in Los Angeles, California. NKSFB is Steely Dans accountant and business manager

19 and has been for several years. NKSFB is also the accountant for Danette, Inc. (Danette), an

20 affiliated touring company owned by Becker and Fagen. NKSFB also acted as Walter Beckers

21 business manager, and currently acts as business manager for his widow, Delia Cioffi.

22 13. Plaintiffs are informed and believe, and on that basis allege, that Defendants DOES

23 1 through 25, inclusive, are individually and/or jointly liable to Plaintiffs for the conduct alleged

24 herein. The true names and capacities, whether individual, corporate, associate or otherwise, of

25 Defendants DOES 1 through 25, inclusive, are unknown to Plaintiffs at this time. Accordingly,

26 Plaintiffs sue Defendants DOES 1 through 25, inclusive, by fictitious names and will amend this

27 Complaint to allege their true names and capacities afier they are ascertained.

28 ///

361058.5 3
COMPLAINT
 1 JURISDICTION AND VENUE

2 14. By its terms, the Buy/Sell Agreement at issue in this case was made and entered

3 into in California, as acknowledged by all the shareholder signatories, including Donald Fagen and

4 Walter Becker. Steely Dan, Fagen, and Becker have been recording and performing music in

5 California for over 45 years. NKFSFB is a California limited liability corporation with its

6 principal office in Los Angeles.

7 15. Venue is proper in this Court on the grounds that Steely Dan is a corporation

8 organized under the laws of the state of California that has recorded music and done business in

9 California for 45 years. The Buy/Sell Agreement at issue is expressly subject to California law.
10 Defendant NKSFB is a California limited liability corporation with its principal office in Los

11 Angeles.

12 FACTS COMMON TO ALL CAUSES OF ACTION

C

13 A. Fagen and Becker Start Steely Dan

14 16. Plaintiff Donald Fagen and Walter Becker met in 1967 as students at Bard College.

15 Soon after they met, they became friends and began writing songs together.

~ ~ 16 17. Starting in 1969, Fagen and Becker worked together writing songs while living in
17 Brooklyn, New York. Though the two men worked with other musicians, they continued to
18 collaborate and grow their partnership.

19 18. In 1971, Fagen and Becker were offered jobs as staff writers at ABC/Dunhill

20 Records in Los Angeles. At that time and for that reason, Fagen and Becker moved to California.

21 19. While they were writing for ABC/Dunhill, Fagen and Becker formed Steely Dan

22 with three other individualsDennis Dias, James Hodder and Jeffrey Baxter, for a total of five

23 original band members.

24 20. Steely Dan made some demo recordings and presented them to ABC/Dunhill.

25 ABC/Dunhill was impressed and provided Steely Dan with a recording budget. Steely Dan
26 produced its first record, Can t Buy a Thrill, at ABC Recording Studios in Los Angeles and

27 released it in November 1972.

28 ///

361058.5 4
COMPLAINT
 1 B. Steely Dan Is Incorporated and a Buy/Sell Agreement Is Signed
2 21. Steely Dan was incorporated in California on October 31, 1972. On the same day

3 Steely Dan was incorporated, the five original members, including Fagen and Becker, executed a

4 Buy/Sell Agreement, attached hereto as Exhibit A.

5 22. The Buy/Sell Agreement provides:

6 .[A]s promptly as practicable upon the death or termination of the Corporations

. .

employment of any Stockholder (herein referred to as a Terminated Stockholder)

7 for any reason other than Terminated Stockholders breach of the Employment
Agreement; the Company... shall purchase, and Terminated Stockholder, or his
8 executor, administrator or personal representative, as well as any person to whom
Terminated Stockholder has transferred any of his shares of stock in the
9 Corporation prior to such death or termination pursuant to Section 3 of this
agreement... shall sell to the Corporation... all shares of stock of the Corporation
10 owned by the Transferee. .

11 Buy/Sell Agreement, Section 1 .A (the Buy/Sell Provision) (emphasis added).

12 23. The Buy/Sell Agreement further provides that the price at which the Corporation
13 shall purchase and the Terminated Stockholder shall sell the shares is the book value of the

14 shares, as described in the Buy/Sell Agreement. See Exhibit A, Section 1A, D.

~ 15 24. The Buy/Sell Provision uses the term shall, requiring the mandatory purchase
16 and sale of a Terminated Shareholders stock. The use of this mandatory language manifests the
17 intent and agreement of the Parties, including Walter Becker, to have Steely Dan necessarily buy

18 back outstanding stock upon the death or termination of employment of one of its members.

19 25. The band members agreement to a mandatory buy back in the event of one of their
20 deaths is confirmed elsewhere in the Buy/Sell Agreement. For example, Section 3 of the Buy/Sell
21 Agreement prohibits sale or transfer of shares, except as provided in the Buy/Sell Agreement, or

22 as an intervivos transfer to a family member who will be bound by the terms and provisions of

23 this agreement. See Exhibit A, Section 3.

24 C. Steely Dan Enjoys Great Success

25 26. Can t Buy a Thrill, Steely Dans first album, was a major hit. Following that
26 album, Steely Dan toured until 1974, and continued to record throughout the 1970s, producing

27 five more successful record albums. Steely Dan was very popular.

28 27. Throughout the 1 970s, while other musicians came and went, Fagen and Becker

361058.5 5
COMPLAINT
 1 remained the core and the leaders of Steely Dan. They developed a reputation as an excellent

2 songwriting and performing team. They received critical and popular acclaim for their inventive

3 songs, which combined jazz, rhythm and blues, and intelligent, often ironic lyrics.

4 28. In 1980, Steely Dan produced the album Gaucho. Gaucho was one of the bands

5 most successful productions, reaching #9 on the U.S. charts, certifying Platinum, and winning a

6 Grammy Award.

7 29. Up until his death, Becker was employed continuously by Steely Dan; and Fagen

8 similarly has been and still is employed continuously by Steely Dan.

9 D. Fagen and Becker Perform As Steely Dan Until 2017

10 30. Always anchored by the Fagen/Becker partnership, Steely Dan continued on well

11 into the 2000s. While other musicians came and went, Fagen and Becker continued to work

12 together and perform together as Steely Dan.

~ 3 ~ 13 31. In 2009, Becker reaffirmed his commitment to the Buy/Sell Agreement and its

14 validity. Specifically, Fagen proposed that in the event of a company or shareholder buyout of

15 another shareholder, certain assets of the company would be valued at market as opposed to book

~ ~ 16 value. Becker rejected Fagens proposal, keeping intact the book value provision and affirming
17 that the Buy/Sell Agreement remained in effect without modification.

18 32. In the 201 Os, Beckers health declined. Even so, Fagen and Becker continued to

19 perform together as Steely Dan. By this time, Fagen and Becker were the only two remaining
20 shareholders of Steely Dan, and the only two remaining signatories to the Buy/Sell Agreement.

21 Fagen and Becker continued to take their income as employees of Steely Dan, both receiving W

22 2s pursuant to their employment by Steely Dan.

23 E. Becker Passes Away

24 33. On September 3,2017, Becker passed away. On September 7,2017four days

25 after Beckers unfortunate passingthe Becker Defendants sent Fagen a letter which began:
26 We wanted to put you on notice that the Buy/Sell Agreement dated as of October
31, 1972 is of no force or effect.
27

28 34. The letter further demanded that Beckers widow be appointed as a director or

361058.5 6
COMPLAINT
 1 officer of Steely Dan. The letter claims that the Estate is entitled to 50% of Steely Dan.

2 35. The Becker Defendants currently control the Steely Dan website, steelydan.com.

3 Indeed, the Becker Defendants have edited the Steely Dan website recently, causing it to reflect

4 performances Fagen did in October 2017 on his own. Despite a request from Fagen, the Becker

5 Defendants have not relinquished or shared control of that domain name with Fagen.

6 36. Absent an injunction prohibiting the Becker Defendants from utilizing the Steely
7 Dan name and mark, the Becker Defendants will continue to misappropriate Steely Dans website

8 and otherwise inappropriately use the Steely Dan name.

9 37. The Becker Defendants continue to insist that the Buy/Sell Agreement is without
10 force and effect. And the Becker Defendants have not given up control of the Steely Dan website.

11 F. Notice of Exercise of the Buy/Sell Provision

12 38. The Becker Defendants have directly and unequivocally repudiated the Buy/Sell
~ 3. ~ 13 Agreement in writing on multiple occasion. It is clear the Becker Defendants have no intention of

14 honoring the mandatory Buy/Sell Provision therein.

o 15 39. Pursuant to the Buy/Sell Provision, Section 1(a) of the Buy/Sell Agreement, Steely

~ ~ 16 Dan and Donald Fagen hereby provide notice of exercise of the mandatory purchase of all

~j 17 outstanding stock (100 shares) previously owned by the late Walter Becker. Pursuant to the
18 Buy/Sell Agreement, the purchase price is book value as defined in Section 1(d) of the Buy/Sell
19 Agreement.
20 40. This lawsuit is brought in order to obtain a judicial declaration that the Buy/Sell

21 Agreement is valid and enforceable and that Steely Dan and Fagen may enforce it against the

22 Becker Defendants, and to confirm that Steely Dan and Fagen, not the Becker Defendants, have

23 the right to the Steely Dan name and mark, including, but not limited, to its website.

24 G. Fagens Authority to Act of Behalf of Steely Dan

25 41. Fagen is the President of Steely Dan. Following Beckers death, Fagen is the sole

26 director and officer of Steely Dan.

27 42. As the President of Steely Dan, Fagen may exercise all rights and powers of the

28 president of a corporation as provided by law, the by-laws of the corporation, and the Buy/Sell

361058.5 7
COMPLAINT
 1 Agreement.

2 43. As such, Fagen may trigger the mandatory Buy/Sell Provision on behalf of Steely

3 Dan, and he hereby does so in accord with its terms.

4 H. Accounting of NKSFBs Books and Records

5 44. For several years, NKSFB, and specifically, its principal Richard Feldstein

6 (Feldstein), has served as the accountant for Steely Dan and Danette, an affiliated touring

7 company owned by Becker and Fagen. As Steely Dans accountant and business manager,

8 NKSFB has a fiduciary duty to maintain the companys books and records in an accurate and

9 honest way and to not do anything to Steely Dans detriment.

10 45. While acting as Steely Dans and Danettes accountant, Feldstein and his firm

11 NKSFB have also acted as Beckers business manager, and, upon information and belief, still act

12 in that capacity for the Becker Defendants.

~ 3 ~ 13 46. Fagen has requested the books and records of Steely Dan from NKSFB and has

14 received back either nothing or incomplete documents. NKSFB has not provided Fagen with

15 royalty statements on a regular basis. And when NKSFB has provided records regarding tour
16 income, the records have been incomplete.
~
17 47. It has recently come to light that NKSFB engaged a law firm on Steely Dans

18 behalf without disclosing the engagement to Fagen. Upon information and belief, NKSFB is

19 engaging in other secretive behaviors and/or withholding information from Fagen.

20 48. Over the years, Plaintiffs have become aware of accounting errors by NKSFB, one

21 of which involved millions of dollars, and another of which resulted in a lawsuit by a former

22 member of the band.

23 49. Especially now, with the Becker Defendants taking a position adverse to Steely

24 Dan and with the Becker Defendants retaining NKSFB, a full and complete accounting is

25 necessary to protect Plaintiffs interests.

26 ///

27 ///

28 ///

361058.5 8
COMPLAINT
 1 FIRST CAUSE OF ACTION

2 Declaratory Judgment

3 (Against the Becker Defendants)

4 50. Plaintiffs repeat and reallege each and every foregoing and subsequent allegation

5 contained in the Complaint, as though said paragraphs were set forth in full herein.

6 51. An actual controversy has arisen and now exists between Plaintiffs and the Becker

7 Defendants concerning the validity and enforceability of the Buy/Sell Agreement.

8 52. Plaintiffs have communicated the exercise of their rights under the Buy/Sell

9 Agreement, and, specifically, the Buy/Sell Provision. Plaintiffs hereby provide notice that they
10 are exercising the Buy/Sell Provision.

11 53. The Becker Defendants have communicated their position that they believe the

12 Buy/Sell Agreement is of no force or effect.

13 54. Plaintiffs request a judicial determination that (1) the Buy/Sell Agreement, and

~ ~ 14 specifically the Buy/Sell Provision, are valid and enforceable; and that (2) Steely Dan must

j~ 15 purchase and the Becker Defendants must sell the Becker Defendants shares to Steely Dan
16 pursuant to the Buy/Sell Agreement.

~- ~ 17 55. Plaintiff Fagen also seeks a judicial determination that he owns the Steely Dan
18 name and all rights associated with the name, including without limitation the website.

19 56. A judicial declaration is necessary and appropriate so the parties may ascertain their

20 respective rights, duties and obligations.

21 SECOND CAUSE OF ACTION

22 Breach of Contract I Specific Performance

23 (Against the Becker Defendants)

24 57. Plaintiffs repeat and reallege each and every foregoing and subsequent allegation

25 contained in the Complaint, as though said paragraphs were set forth in full herein.

26 58. Fagen and Becker entered into the Buy/Sell Agreement.

27 59. Fagen performed all obligations that he agreed to perform in the Buy/Sell

28 Agreement, except those obligations prevented or excused by the acts and breaches of the Becker

361058.5 9
COMPLAINT
 1 Defendants.

2 60. The Buy/Sell Agreement is a binding contract.

3 61. The Buy/Sell Agreement requires that Steely Dan purchase from the Becker

4 Defendants, and the Becker Defendants sell to Steely Dan, all of the Becker Defendants shares of

5 Steely Dan at book value, as defined in the Buy/Sell Agreement.

6 62. The Becker Defendants breached the Buy/Sell Agreement. The Becker Defendants

7 have directly and unequivocally repudiated the Buy/Sell Agreement in writing on multiple

8 occasions. It is clear the Becker Defendants have no intention of honoring the mandatory

9 Buy/Sell Provision therein.

10 63. Plaintiffs have been harmed by the Becker Defendants repudiation of the Buy/Sell
11 Agreement. Among other things, Plaintiffs have been unable to carry on Steely Dans business as

12 contemplated by the Buy/Sell Agreement and by the band members.

13 64. Plaintiffs do not have an adequate remedy at law. Plaintiffs are entitled to specific

14 performance of the Buy/Sell Agreement and specifically, the Buy/Sell Provision.

~ 15 65. Unless and until ordered by the Court, the Becker Defendants will repudiate the
16 Buy/Sell Agreement and refuse to sell their shares of Steely Dan to Plaintiffs as required by the

17 express terms of the Buy/Sell Agreement.

18 66. Plaintiffs are informed and believe and based thereon allege that unless and until
19 ordered by this Court, the Becker Defendants wrongful conduct described herein will continue
20 and will cause great and irreparable injury to Plaintiffs.

21 67. Plaintiffs are ready, willing, and able to purchase the Becker Defendants shares of
22 Steely Dan pursuant to the Buy/Sell Agreement, and hereby request a court order of specific

23 performance to that effect.

24 THIRD CAUSE OF ACTION

25 Breach of Contract I Damages

26 (Against the Becker Defendants)

27 68. Plaintiffs repeat and reallege each and every foregoing and subsequent allegation

28 contained in the Complaint, as though said paragraphs were set forth in full herein.

361058.5 10
COMPLAINT
 1 69. Fagen and Becker entered into the Buy/Sell Agreement.
2 70. Fagen performed all obligations that he agreed to perform in the Buy/Sell

3 Agreement, except those obligations prevented or excused by the acts and breaches of the Becker

4 Defendants.

5 71. The Buy/Sell Agreement is a binding contract.

6 72. The Buy/Sell Agreement requires that Steely Dan purchase from the Becker

7 Defendants, and the Becker Defendants sell to Steely Dan, all of the Becker Defendants shares of

8 Steely Dan at book value, as defined in the Buy/Sell Agreement.

9 73. The Becker Defendants breached the Buy/Sell Agreement. The Becker Defendants
10 have directly and unequivocally repudiated the Buy/Sell Agreement in writing on multiple

11 occasions. It is clear the Becker Defendants have no intention of honoring the mandatory

12 Buy/Sell Provision therein.

13 74. Plaintiffs have been harmed by the Becker Defendants repudiation of the Buy/Sell

14 Agreement. Among other things, Plaintiffs have been unable to carry on Steely Dans business as

15 contemplated by the Buy/Sell Agreement and by the band members.

~ ~j 16 75. As a result of the Becker Defendants repudiation and breach of the Buy/Sell
17 Agreement, Plaintiffs have been damaged in an amount to be proven at trial, but believed to be in

18 excess of $1 million, including actual costs, fees, and expenses Plaintiffs have incurred since the

19 Becker Defendants first repudiated the Buy/Sell Agreement on September 7, 2017.

20 FOURTH CAUSE OF ACTION

21 Breach of Contract / Injunctive Relief

22 (Against the Becker Defendants)

23 76. Plaintiffs repeat and reallege each and every foregoing and subsequent allegation

24 contained in the Complaint, as though said paragraphs were set forth in full herein.

25 77. Unless restrained by this Court, the Becker Defendants will continue with the

26 wrongful acts that are alleged hereinabove, including but not limited to their use of Steely Dans

27 website and other uses of the Steely Dan name.

28 78. Plaintiffs have no adequate remedy at law for the past and future actions of the

361058.5 11
COMPLAINT
 1 Becker Defendants as alleged above.

2 79. Plaintiffs will suffer irreparable harm unless Defendants are restrained from

3 committing the acts as alleged above.

4 FIFTH CAUSE OF ACTION

5 Accounting

6 (Against Defendant NKSFB)

7 80. Plaintiffs repeat and reallege each and every foregoing and subsequent allegation

8 contained in the Complaint, as though said paragraphs were set forth in full herein.

9 81. As alleged herein, a fiduciary relationship existed between Plaintiffs and NKSFB.

10 Plaintiffs are informed and believe, and thereon allege, that Richard Feldstein of NKSFB has

11 breached fiduciary duties owed to Plaintiffs, and has acted with the purpose of depriving Plaintiffs

12 of valuable assets and property.

13 82. As a shareholder of Steely Dan and a joint owner of Danette, Plaintiff Fagen is

~ ~ 14 entitled to inspect all of Steely Dans and Danettes books and records.
15 83. NKSFB has control of Steely Dans and Danette s books and records and, as

~ ~ 16 alleged herein, has managed Steely Dans affairs at the direction of Walter Becker and/or the
17 Becker Defendants without Plaintiffs consent.

18 84. A full and complete accounting is necessary to determine the amount of money,

19 assets, and property belonging to Plaintiffs.

20 85. A determination of the rights of Plaintiffs cannot be ascertained in the absence of

21 an accounting. An accounting is required to determine Plaintiffs rights in assets managed by

22 NKSFB.

23 PRAYER

24 WHEREFORE, Steely Dan and Fagen pray for judgment against Defendants as follows:

25 (1) For a Declaratory Judgment that:

26 (a) the Buy/Sell Agreement, and specifically the Buy/Sell Provision, are valid

27 and enforceable;

28 (b) Steely Dan shall purchase, and the Becker Defendants shall sell the Becker

361058.5 12
COMPLAINT
 1 Defendants shares of Steely Dan pursuant to the Buy Sell Agreement; and
2 (c) Fagen owns the Steely Dan name and all rights associated with the name.

3 (2) For specific performance of the Buy Sell Agreement and specifically the Buy/Sell

4 Provision: Steely Dan shall purchase from the Becker Defendants, and the Becker

5 Defendants shall sell, all of the Becker Defendants shares of Steely Dan, pursuant

6 to the Buy Sell Agreement.

7 (3) For damages in an amount to be proven at trial, but believed to be in excess of $1

8 million, including actual costs, fees, and expenses Plaintiffs have incurred since the

9 Becker Defendants first repudiated the Buy Sell Agreement on September 7, 2017.
10 (4) For an Injunction:

11 (a) requiring the Becker Defendants to promptly turn over the steelydan.com

12 domain name and web site to Plaintiff Fagen;

~ 3 ~ 13 (b) requiring the Becker Defendants to promptly discontinue any use of the

14 Steely Dan name; and

~ < 15 (c) prohibiting the Becker Defendants from using or misappropriating the Steely
~o5~
~ 16 Dannameinanyway.

17 (5) For a full and complete accounting from NKSFB to determine the amount of money,

18 assets, and property belonging to Plaintiffs;

19 (6) For NKSFB to turn over the full books and records of Steely Dan and Danette from
20 the time it was retained on Steely Dans behalf

21 (7) For attorneys fees and costs of suit; and

22 (8) For such other and further relief as the Court deems just and proper.

23

24 DATED: November 21, 2017 MILLER B INDESS, LLP

By:
L IS R. MILLER
27 Attorneys for Plaintiffs
STEELY DAN, NC. and DONALD FAGEN
28

361058.5 13
COMPLAINT
 1 DEMAND FOR JURY TRIAL

2 Plaintiffs hereby demand a trial by jury on all causes of action in the Complaint properly

3 triable byjury.
4

5 DATED: November 21, 2017 MILLER BARONDESS, LLP

8
By: /
UIS R. MILLER
Attorneys for Plaintiffs
9 STEELY DAN, INC. and DONALD FAGEN

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361058.5 14
COMPLAINT
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