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1 KENDALL BRILL & KELLY LLP

Bert H. Deixler (70614)


2 bdeixler@kbkfirm.com
Shauna E. Woods (300339)
3 swoods@kbkfirm.com
10100 Santa Monica Blvd., Suite 1725
4 Los Angeles, California 90067
Telephone: 310.556.2700
5 Facsimile: 310.556.2705

6 Attorneys for Defendants and Cross-


Complainants Bryan Holland, Kevin Wasserman;
7 The Offspring, general partnership; and
Offspring, Inc.
8

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA


10 COUNTY OF ORANGE, CENTRAL JUSTICE CENTER
11

12 GREGORY D. KRIESEL, Case No. 30-2019-01078004-CU-BT -CJC

13 Plaintiff,

14 v.
CROSS-COMPLAINT AGAINST
15 BRYAN HOLLAND; KEVIN PLAINTIFF GREGORY D. KRIESEL
WASSERMAN; THE OFFSPRING, a
16 California general partnership; OFFSPRING, Judge: Hon. Layne H. Melzer
INC., a California corporation; and DOES 1 Dept: C12
17 through 100, inclusive ,

18 Action Filed: 06/20/2019


Trial Date: Not set.
19

20 BRYAN HOLLAND; KEVIN


WASSERMAN; THE OFFSPRING, a
21 California general partnership; OFFSPRING,
INC., a California corporation
22
Cross-Complainants,
23
v.
24
GREGORY D. KRIESEL,
25
Cross-Defendant.
26

27

28

603187233.1 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREGORY D. KRIESEL
1 Defendants and Cross-Complainants The Offspring Partnership, Bryan Holland aka Dexter

2 Holland (“Holland”), Kevin Wasserman aka Noodles (“Wasserman”), and Offspring, Inc.

3 (collectively, “Cross-Complainants”), by their attorneys, allege as follows for their cross-

4 complaint against Plaintiff and Cross-Defendant Gregory D. Kriesel (“Cross-Defendant” or

5 “Kriesel”):

6 PRELIMINARY STATEMENT
7 1. Until his split as a member of the artist professionally known as The Offspring

8 (“The Band”) and from the similarly named at will-oral Partnership (“The Partnership”), Kriesel

9 played bass guitar and was a backing vocalist in The Band.

10 2. On November 1, 2018, Kriesel, Holland, and Wasserman concluded that they could

11 no longer continue The Band and The Partnership together after differences arose between

12 Wasserman and Holland, on the one hand, and Kriesel, on the other. After Wasserman and

13 Holland discussed having Kriesel leave The Band, Kriesel acquiesced and left The Band.

14 Thereafter, as Kriesel was no longer a member of The Band, he was dissociated from The

15 Partnership.

16 3. Shortly thereafter, Cross-Defendant asserted that The Partnership was an oral,

17 “permanent” partnership which required Wasserman and Holland (but not Kriesel) to perform in

18 perpetuity as The Band, and which also mandated that Kriesel would receive an equal share of any
19 compensation, including salary, bonus, profits, or any other remuneration received by Wasserman

20 and Holland performing as The Band. Indeed, Kriesel asserts not only that The Partnership is

21 forced to continue in perpetuity, but that Holland and Wasserman are required to compensate him

22 as though he continued to perform with The Band. He further claims that Wasserman and Holland

23 must continue to perform for the express purpose of compensating Kriesel! Kriesel has

24 denominated this conjured “obligation” as a “business opportunity” that must be exploited for his

25 benefit.

26 4. Setting aside the obvious legal arguments that there could be no such thing as an

27 oral, permanent partnership, or a partnership which required two people to perform in perpetuity,

28 or indeed that anybody could be compelled to perform music publicly with anybody else for a

603187233.1 2 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 single performance no less for an endless string of performances, Kriesel’s arguments have no

2 basis in fact. Wasserman and Holland never formed an oral, “permanent” partnership. The

3 Partnership is an at-will partnership, terminable at any time, for any reason. Kriesel was

4 dissociated from The Partnership when he no longer continued to perform with The Band.

5 5. By this cross-complaint, Cross-Complainants seek a declaration that Kriesel was

6 dissociated as of November 1, 2018, that The Partnership was a partnership at will, and that

7 Kriesel is entitled only to his aliquot share of the limited assets owned by The Partnership as of the

8 date of Kriesel’s dissociation and the fair market value of his shares of Offspring, Inc., an unused

9 touring corporation, that had no employment or other contracts with any musicians (including

10 Wasserman, Holland, or even Kriesel) and not to any compensation from The Partnership, any

11 other partnership Wasserman or Holland may form, or The Offspring Inc. after November 1, 2018.

12 Kriesel is entitled to an aliquot share of the value of the trademark “The Offspring” and certain

13 music catalogue royalties, which are already paid directly from the source to each of the members

14 of The Band.

15 NATURE OF THE ACTION


16 6. In 1983, Holland and Kriesel began to play music together in a garage in Orange

17 County, California, with other friends, including Doug Thompson, and Jim Benton. Eventually,

18 the friends formed a band, “Manic Subsidal.”


19 7. Doug Thompson and Jim Benton left Manic Subsidal. James Lilja and Wasserman

20 then joined the band.

21 8. Thompson and Benton do not receive, and did not receive, future profits from The

22 Band’s touring or merchandise sales. Upon information and belief, Kriesel never contended that

23 Thompson or Benton were entitled to future profits from The Band’s touring and merchandise

24 sales.

25 9. In 1986, the band changed its name from “Manic Subsidal” to “The Offspring.” In

26 1986, The Band consisted of Holland, Wasserman, Lilja, and Kriesel.

27 10. Holland, Wasserman, Lilja, and Kriesel then formed The Partnership. No written

28 partnership agreement was ever created or entered into by the members of The Band.

603187233.1 3 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 11. In 1987, James Lilja then left The Band, and Ron Welty then joined The Band. In

2 1987, “The Offspring” consisted of Holland, Wasserman, Welty, and Kriesel.

3 12. Lilja does not receive, and did not receive, future profits from The Band’s touring

4 or merchandise sales. Upon information and belief, Kriesel never contended that Lilja should be

5 entitled to future profits from The Band’s touring and merchandise sales.

6 13. In 1994, the individual members of The Band formed a corporation, Offspring,

7 Inc., to use as a touring corporation.

8 14. In 2002, Holland, Wasserman, and Kriesel registered the trademark as The

9 Partnership “The Offspring.”

10 15. The Band, consisting of Holland, Wasserman, Kriesel, and Welty, enjoyed some

11 commercial success together from 1994 until 2003, when Welty left the band.

12 16. Welty formally dissociated from the partnership on or after January 3, 2003. At

13 that time, Kriesel took the position that Welty was not entitled to any further proceeds from The

14 Offspring.

15 17. Specifically, Kriesel, at that time, took the position that Welty was entitled to

16 ongoing royalties from albums that came out while he played in The Band, but that Welty was not

17 entitled to any further proceeds from touring or merchandise sales.

18 18. Without Welty, and with Atom Willard assuming Welty’s duties, The Band

19 continued to perform from 2003 to 2007, releasing an album of new music in 2003.

20 19. In 2004, Kriesel commented to Enigma Magazine: “When we first got started, we

21 were hoping to get through the first summer. It kind of always went like that for us. Like okay,

22 we’ve actually got a band together. We actually have a song written. We have ten songs. So, it’s

23 always been a year at a time thing, and we never really had long-term goals, especially with the

24 kind of music that we play. At that time, the most successful punk band sold 20,000 albums or

25 something like that. So, it was never really something that we ever expected to make a career

26 out of, or do for long-term. We just kept it going, and here we are.” (emphasis added).

27 20. Atom Willard eventually left The Band in 2007, and Pete Parada assumed his

28 responsibilities. The Band released two albums of new music in 2008 and 2012.

603187233.1 4 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 21. Willard does not receive, and did not receive, future profits from The Band’s

2 touring or merchandise sales. Upon information and belief, Kriesel never contended that Willard

3 should be entitled to future profits from The Band’s touring and merchandise sales.

4 22. Differences developed between how Kriesel viewed The Band’s present and future,

5 and how Wasserman and Holland envisioned The Band’s present and future.

6 23. On or about November 1, 2018, Holland and Wasserman asked Kriesel to leave

7 The Band and, therefore, dissociate from The Partnership. Kriesel acquiesced and confirmed his

8 withdrawal from The Band and The Partnership.

9 24. After November 1, 2018, Cross-Complainants attempted to negotiate in good faith

10 with Kriesel to purchase his shares of Offspring, Inc. and to provide to him his aliquot share of the

11 remaining undistributed assets of The Partnership: the trademark “The Offspring” and certain

12 music royalties (which are distributed directly to Wasserman, Holland, and Kriesel). (Most of the

13 assets of The Partnership were sold in 2018 and Kriesel has already received his aliquot share of

14 the proceeds from the sale.) Although preliminary discussions were held concerning the value of

15 Kreisel’s shares in The Partnership and in Offspring, Inc., Kriesel unilaterally terminated those

16 negotiations and commenced this litigation.

17 PARTIES
18 25. Kevin Wasserman is a natural person residing in Orange County, California.
19 26. Bryan Holland aka Dexter Holland is a natural person residing in Orange County,

20 California.

21 27. The Offspring is a general partnership which maintains its principal place of

22 business in Orange County, California.

23 28. Offspring, Inc. is California corporation which maintains its principal place of

24 business in Orange County, California.

25 29. Plaintiff and Cross-Defendant , Gregory D. Kriesel, alleges he was “at all times

26 material . . . a resident of Orange County, California.” Complaint ¶ 3.

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603187233.1 5 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 JURISDICTION AND VENUE
2 30. This Court has personal jurisdiction over Cross-Defendant because he is a citizen

3 of California and resides in Orange County, California.

4 31. Venue is proper in this Court because Cross-Defendant is a resident of Orange

5 County, California.

6 GENERAL ALLEGATIONS
7 32. In the Complaint filed in this action, Cross-Defendant alleges that, in 1986, he,

8 Holland, and Wasserman (and not Lilja, who was then also a member of The Offspring) “orally

9 agreed to make their association permanent,” to carry on the business for profit, as co-owners,

10 and to equally share the profits and losses of the band.” Complaint ¶ 11.

11 33. In 1986, The Band released its first single and its first demo tape; because there

12 was little revenue, there were no “profits” to share. Holland, Wasserman, Lilja, and Kriesel orally

13 agreed to make an at-will partnership, terminable at will—not a permanent association.

14 34. In 2001, Kriesel admitted that neither The Band nor The Partnership was a

15 “permanent association.” Specifically, in an interview Kriesel commented that he “g[a]ve [The

16 Offspring] five more years.” He also commented that if he was unhappy with the next The

17 Offspring album “that’ll be it.”

18 35. Kriesel also alleges that the partnership “continued without interruption” for 33

19 years. See Complaint ¶¶ 12–14. This is false. Ron Welty was a key member of The Band for

20 over 16 years before he left The Band and The Partnership.

21 36. Kriesel contends, based on an oral agreement he alleges was made in 1986 to

22 “permanent[ly]” work together, that he should continue to receive, inter alia, an equal share of

23 compensation that Wasserman and Holland perform from any concerts that Wasserman and

24 Holland perform without him and any revenue from merchandise sold in connection with such

25 performance notwithstanding his lack of participation in any concerts.

26 37. Cross-Complainants deny all material allegations contained in Kriesel’s Complaint.

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603187233.1 6 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 FIRST CAUSE OF ACTION
2 (Declaratory Relief for Rights and Obligations of Parties)
3 (Against Cross-Defendant)
4 37. Cross-Complainants re-allege and incorporate by reference each of the prior

5 paragraphs as if fully set forth herein.

6 38. There is an actual controversy and dispute relating to the legal rights and duties of

7 Cross-Complainants and Cross-Defendant in that Kriesel alleges that Cross-Complainants made

8 an oral agreement to make a “permanent” association and that pursuant to its terms Cross-

9 Complainants are obliged both to continue to render performance services and to pay to Kriesel

10 his aliquot share of compensation received in connection with such performances.

11 39. A judicial declaration is necessary and proper under the circumstances as Cross-

12 Defendant has refused to acknowledge that the partnership was at-will and that the terms asserted

13 are either non-existent or unenforceable.

14 40. There is an also actual controversy and dispute relating to the legal rights and

15 duties of Cross Complainants and Cross-Defendant in that Cross-Defendant now claims he was

16 wrongfully dissociated from The Offspring.

17 41. A judicial declaration is necessary and proper under the circumstances that Cross-

18 Defendant disassociated on November 1, 2018.


19 42. There is an also actual controversy and dispute relating to the legal rights and

20 duties of Cross-Complainants and Cross-Defendant in that Cross-Defendant claims, and Cross-

21 Complainants deny, that Kriesel is entitled to share in prospective compensation received by of

22 Offspring, Inc., The Partnership, and any other partnerships that Holland and Wasserman may

23 form separately or together.

24 43. A judicial declaration is necessary and proper under the circumstances that Cross-

25 Defendant is not entitled to participate in prospective compensation received by Offspring, Inc., or

26 The Partnership, or in any other partnerships that Holland and Wasserman may form separately or

27 together.

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603187233.1 7 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 SECOND CAUSE OF ACTION
2 (To Purchase Shares)
3 (Against Cross-Defendant)
4 44. Cross-Complainants re-allege and incorporate by reference each of the prior

5 paragraphs as if fully set forth herein.

6 45. Cross-Complainants own a majority of The Partnership and of Offspring, Inc.

7 46. Cross-Complainants previously sought to ascertain the value of the interests after

8 Cross-Defendant dissociated from the at-will partnership, and after he demanded to dissolve

9 Offspring, Inc.

10 47. As Cross-Defendant has previously demanded to dissolve The Partnership , he is

11 the “Moving Party” pursuant to California Corporations Code section 2000.

12 48. Cross-Complainants request to ascertain and fix the fair value of the shares of

13 Offspring, Inc. owned by Cross-Defendant as of November 1, 2018 pursuant to California

14 Corporations Code § 2000(b).

15 49. In doing so, this Court must account for any losses sustained by Offspring, Inc.

16 50. By this petition, Cross-Complainants elect to purchase for cash the shares of

17 Offspring, Inc. owned by Cross-Defendant at their fair value. As such, Cross-Defendants are the

18 “purchasing parties” under California Corporations Code section 2000. This election is made by
19 the approval of the outstanding shares, excluding those shares held by Cross-Defendant.

20 51. Cross-Complainants and Cross-Defendant are unable to agree upon the fair value of

21 Cross-Defendant’s shares in The Partnership as of November 1, 2018.

22 52. Cross-Complainants request to ascertain and fix the fair value of the share of The

23 Partnership owned by Cross-Defendant as of November 1, 2018.

24 53. In doing so, this Court must account for any losses sustained by The Partnership.

25 54. By this petition, Cross-Complainants elect to purchase for cash the shares of The

26 Partnership owned by Cross-Defendant at its fair value. This election is made by the approval of

27 the outstanding shares, excluding those shares held by Cross-Defendant.

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603187233.1 8 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 55. As such, Cross-Complainants seek to ascertain and fix the fair value of the shares

2 of Offspring, Inc. and The Partnership owned by Cross-Defendant.

3 PRAYER FOR RELIEF


4 WHEREFORE, Cross-Complainants respectfully pray for entry of judgment and the

5 following relief against the Plaintiff as follows:

6 1. That this Court appoint three disinterested appraisers to appraise the fair value of

7 the shares of Offspring, Inc. and The Offspring, partnership, owned by Cross-Defendant;

8 2. That pursuant to Corporations Code section 2000(f), this Court set the date of the

9 valuation for the shares owned by Cross-Defendant as November 1, 2018, the date the written

10 notification seeking to have Kriesel’s interests in Offspring, Inc. and The Offspring, partnership,

11 terminated;

12 3. That this Court prescribe the time and manner of producing evidence, if such

13 evidence is required, pursuant to Corporations Code section 2000(c);

14 4. That this Court confirm the appraisers’ award of the value of Cross-Defendant’s

15 shares in Offspring, Inc. and in The Offspring partnership, and thereafter provide a deadline by

16 which Cross-Complainants are required to pay Cross-Defendant for the value of his shares;

17 5. That once Cross-Complainants timely make the payment set forth by this Court for

18 the fair value of Cross-Defendant’s share, this Court order Cross-Defendant to transfer his shares
19 to Cross-Complainants;

20 6. A declaration that the partnership formed between Cross-Complainants and Cross-

21 Defendants was a partnership at-will, terminable at any point;

22 7. A declaration that the at-will Partnership terminated on November 1, 2018;

23 8. A declaration that The Partnership is not permanent;

24 9. A declaration that Cross-Defendant was not wrongfully dissociated;

25 10. A declaration that Cross-Defendant is not entitled to any proceeds from Offspring,

26 Inc. after November 1, 2018;

27 11. A declaration that Cross-Defendant is not entitled to any proceeds from any other

28 partnerships Holland or Wasserman may form together or separately; and

603187233.1 9 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 12. An award of costs and any such other relief as the Court may deem just and proper.

3 DATED: August 1, 2019 KENDALL BRILL & KELLY LLP

5
By:
6 Bert H. Deixler
Attorneys for Defendants and Cross-Complainants
7 Bryan Holland, Kevin Wasserman; The Offspring;
Offspring, Inc.
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603187233.1 10 Case No. 30-2019-01078004-CU-BT -CJC


CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL
1 PROOF OF SERVICE
2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

3 At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Los Angeles, State of California. My business address is 10100 Santa
4 Monica Blvd., Suite 1725, Los Angeles, CA 90067.

5 On August 1, 2019, I served true copies of the following document(s) described as


CROSS-COMPLAINT AGAINST PLAINTIFF GREGORY D. KRIESEL on the interested
6 parties in this action as follows:

7 George Cooper Rudolph, Esq.


Deanna Mayer Voziyan, Esq.
8 GEORGE C. RUDOLPH, A Professional
Corporation
9 19800 MacArthur Blvd., Suite 860
Irvine, CA 92612-2493
10 Telephone No.: 949.640.9900
E-Mail: George@rudolphlawgroup.com
11 E-Mail: Deanna@rudolphlawgroup.com

12 Attorneys for Plaintiff GREGORY D.


KRIESEL
13
BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
14 sent to each interested party at the email addresses listed above or on the attached service list. I
did not receive, within a reasonable time after the transmission, any electronic message or other
15 indication that the transmission was unsuccessful.

16 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
17
Executed on August 1, 2019, at Los Angeles, California.
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20 Carla Rossi
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603187233.1 11
CROSS-COMPLAINT AGAINST PLAINTIFF GREG KRIESEL