INDEX NO. 652692/2015

FILED: NEW YORK COUNTY CLERK 07/31/2015 04:09 PM NYSCEF DOC. NO. 1

RECEIVED NYSCEF: 07/31/2015

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ---------------------------------------------------------------------------X DEMETRIUS ANDRADE, Plaintiff,

INDEX NO.: Date Purchased:

-againstROC NATION SPORTS, LLC, ROC NATION SPORTS – ROC NATION BOXING, LLC, S. CARTER ENTERPRISES, LLC and JEFFREY FRIED,

SUMMONS

Defendants. ----------------------------------------------------------------------------X TO THE ABOVE NAMED DEFENDANT(s): YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the plaintiff's Attorney within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or otherwise answer, judgment will be taken against you by default for the relief demanded in the complaint. New York County is designated as the place of trial pursuant to CPLR §503. Dated: July 31, 2015 Lake Success, New York HARFENIST KRAUT & PERLSTIEN Attorneys for Plaintiff /s/Jonathan D. Kraut By: _______________________________ Jonathan D. Kraut Andrew C. Lang 3000 Marcus Avenue, 2nd Floor East Lake Success, NY 11042 (516)355-9600 TO:

See Attached Service List KP/223441/L2605W

SERVICE LIST: Roc Nation Sports, LLC 1411 Broadway, 39th Floor New York, New York 10018 Attention: Officer, Managing or General Agent Roc Nation Sports – Roc Nation Boxing, LLC 1411 Broadway, 39th Floor New York, New York 10018 Attention: Officer, Managing or General Agent S. Carter Enterprises, LLC 1411 Broadway, 39th Floor New York, New York 10018 Attention: Officer, Managing or General Agent Jeffrey Fried 2055 L Street NW Washington, D.C. 20036

KP/223441/L2605W

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ---------------------------------------------------------------------------X DEMETRIUS ANDRADE,

INDEX NO.:

Plaintiff, -against-

VERIFIED COMPLAINT

ROC NATION SPORTS, LLC, ROC NATION SPORTS – ROC NATION BOXING, LLC, S. CARTER ENTERPRISES, LLC and JEFFREY FRIED, Defendants. ----------------------------------------------------------------------------X Plaintiff, Demetrius Andrade, by his attorneys, Harfenist Kraut & Perlstein LLP, as and for his complaint against defendants, Roc Nation Sports, LLC, Roc Nation Sports – Roc Nation Boxing, LLC, S. Carter Enterprises, LLC and Jeffrey Fried, alleges the following:

NATURE OF ACTION 1.

Defendants, Roc Nation Sports, LLC (“RNS”), Roc Nation Sports – Roc Nation

Boxing, LLC (“RNB”) and S. Carter Enterprises, LLC (“Enterprises”) (RNS, RNB and Enterprises are referred to collectively as “Roc Nation”), which are affiliated sports and entertainment management companies owned by Shawn Carter, a rapper, record producer and entrepreneur, who is more commonly known by his stage name, Jay Z, promised plaintiff, Demetrius Andrade (“Andrade”), a professional boxer and World Champion (World Boxing Organization, Junior Middleweight Division) under an exclusive contract with two boxing promotional companies, Star Boxing, Inc. (“Star Boxing”) and Banner Promotions, Inc. (“Banner Promotions”), the sum of $550,000.00, if Andrade would refuse a title fight Star Boxing and Banner Promotions had negotiated with Showtime. After Andrade performed his obligations 1 AL/D223275/FL2605W

under the agreement by rejecting the fight, Roc Nation reneged on its promise to pay Andrade the $550,000.00. 2.

Defendant, Jeffrey Fried (“Fried”), a sports and entertainment attorney formerly

affiliated with Roc Nation as a consultant, is also sued because he made promises of payment to Andrade of the $550,000.00 either individually and/or on behalf of Roc Nation. 3.

As a result, this action seeks damages for $550,000.00 under theories of

promissory estoppel and breach of contract.

PARTIES AND VENUE 4.

Andrade is a natural person residing in the State of New Hampshire.

5.

RNS is a Delaware limited liability company authorized to do business in the

State of New York with its principal offices located at 1411 Broadway, 39th Floor, New York, New York. 6.

RNB is a Delaware limited liability company authorized to do business in the

State of New York with its principal offices located at 1411 Broadway, 39th Floor, New York, New York. 7.

Enterprises is a Delaware limited liability company authorized to do business in

the State of New York with its principal offices located at 1411 Broadway, 39th Floor, New York, New York. 8.

Upon information and belief, Fried is an attorney who resides in and/or maintains

a principal office for the conduct of business in the District of Columbia. 9.

This Court has jurisdiction over defendants because: (i) RNS, RNB and

Enterprises are authorized to transact business in the State of New York and do transact business

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in the State of New York; (ii) Fried, at all relevant times, acted as a consultant for Roc Nation and transacted business in the State of New York; and (iii) the events giving rise to this action occurred in the State of New York. 10.

Venue is appropriate in the County of New York because RNS, RNB and

Enterprises maintain principal offices for the transaction of business in the County of New York.

STATEMENT OF RELEVANT FACTS A.

The Parties Involvement in Professional Boxing

11.

Andrade, a former 2008 Olympian and professional boxer, was at all relevant

times the World Champion since defeating Vanes Martirosyan on November 9, 2013. 12.

Andrade has had an Exclusive Promotional Agreement with Star Boxing and

Banner Promotions (the “EPA”) since 2008. Under the EPA, Star Boxing and Banner Promotions have the exclusive right to promote Andrade’s professional boxing contests during the term of the EPA, including any extensions. 13.

At all relevant times, the EPA was in full force and effect.

14.

Upon information and belief, Enterprises, RNS and RNB are three of several

companies owned in whole or part by Jay Z. 15.

Upon information and belief, on or about April 2013, Jay Z formed RNS for

purposes of managing the professional careers of baseball, basketball and football players. 16.

Upon information and belief, RNB was formed in June 2014 to provide Jay Z

with an avenue for the expansion of his sports management business into the promotional aspects of professional boxing.

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17.

Upon information and belief, at all relevant times, Fried, a sports and

entertainment lawyer, acted as an independent consultant to Roc Nation. B.

Roc Nation’s Efforts to Improperly Influence Andrade

18.

Under the guise of offering Andrade assistance in marketing and branding (i.e.,

garnering clothing line endorsements, advertising sponsorships, modeling assignments and the like), the minions of Roc Nation enticed Andrade, Andrade’s father and Andrade’s manager, Edward Farris (“Farris”), to attend a meeting at Roc Nation’s Manhattan corporate headquarters on September 23, 2014, that included a tour of Roc Nation’s facilities and operations. 19.

Several of Roc Nation’s representatives were present for all or part of the

meeting, including: Jay Z’s closest confidant and business associate, Desiree Perez (“Perez”); the President of RNS, Juan Perez; Fried; the head of marketing/branding at Roc Nation, Michael Yormark (“Yormark”); and the President of RNB, David Itskowitch (“Itskowitch”). 20.

Perez presented Andrade and his management team with business cards

identifying her as a representative of Enterprises. 21.

The representatives of Roc Nation explained to Andrade that they were not

merely interested in marketing him, but wanted to become his promoter, as Roc Nation was seeking to enter the sport of professional boxing. 22.

When Andrade and his management team reminded Roc Nation’s representatives

that he had an existing EPA with Star Boxing and Banner Promotions, Fried stated that he did not want to discuss the matter further in the meeting for “legal reasons,” but represented that Roc Nation would inquire with Star Boxing and Banner Promotions about purchasing Andrade’s promotional rights.

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23.

On more than one occasion, Farris was told by Roc Nations’ representatives that

Roc Nation was willing pay Star Boxing and Banner Promotions as much as $2,000,000.00 for Andrade’s contract. 24.

In e-mails, Perez, Yormark and Itskowitch acknowledged the September 23rd

meeting and expressed their interest in working with Andrade and making him the first addition to Roc Nation’s boxing division. On September 24, 2014, Perez e-mailed Farris and stated, in pertinent part: “It was a pleasure meeting you guys. Listening to you describing Demetrius was inspiring, your passion and love for him is obvious. We look forward and would be honored to work with him and have him be the boxer to bless our boxing division by being first.” Then, on the following day, Perez again e-mailed Farris and wrote: “Thanks so much, very exciting!! We are going to make this happen!! Discussed it with Jay Z today and he was very happy to hear. Now it’s just getting all the business in order with the existing promoter deal, I’m sure we will resolve it I’m 24 hours/7 days a week literally [sic].” 25.

Following the meeting, Roc Nation’s representatives, including Perez, Fried and

Antonio Leonard, an independent promoter who did consulting work for Roc Nation, had further substantive discussions with Farris about the future of Andrade’s boxing career and how they were going to contact Star Boxing and Banner Promotions about purchasing Andrade’s EPA, which purchase they repeatedly stated would be complete before the end of the year. C.

Defendants Promise Andrade $550,000.00

26.

Sometime in late October 2014, Farris advised Roc Nation that Banner

Promotions and Star Boxing had obtained an offer from Showtime for Andrade to participate in a Junior Middleweight title defense against Jermell Charlo (“Charlo”) scheduled for December 13, 2014 at the MGM Grand in Las Vegas, Nevada.

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27.

In response, Roc Nation and Fried embarked on a campaign to convince Farris

and Andrade that Andrade should not sign the agreement negotiated by Star Boxing and Banner Promotions with Showtime for Andrade to fight Charlo. Specifically, Fried told Farris that Roc Nation and Jay Z did not want Andrade to fight on the Showtime card and that Roc Nation, even though it did not promote Andrade, had already been negotiating with senior HBO executives about Andrade fighting on their network. Fried further stated that once Roc Nation became Andrade’s promoter, he would get a much better deal with HBO – a lesser opponent for more money. 28.

As a further inducement, Fried created a false fear that Charlo’s representative, Al

Haymon, was very influential at Showtime and, as a result, Andrade would not be treated fairly. 29.

The proposed Showtime fight with Charlo presented Andrade, Star Boxing and

Banner Promotions with a tremendous opportunity because Showtime, provided Andrade signed the bout agreement to fight Charlo, was also offering Andrade a future three-fight television deal with a fight-by-fight escalation in the rights or license fees being offered by the network. 30.

In late October 2014 and early November 2014, Farris had numerous

communications with Roc Nation, and advised Roc Nation that unless Roc Nation immediately purchased Andrade’s contract from Banner Promotions and Star Boxing, it was in Andrade’s best interests to sign the contract with Showtime for the Charlo fight. If Andrade rejected the fight it would potentially ruin his career, as it would be difficult (if not impossible) for him to appear on Showtime in the future. 31.

Showtime was offering Star Boxing and Banner Promotions a rights fee of

$750,000.00 for Andrade to fight Charlo and Star Boxing and Banner Promotions were offering Andrade $550,000.00 to participate in the bout.

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32.

On or about November 7, 2014, Farris spoke with Fried who told Farris that he

had personally discussed the situation with Jay Z and Jay Z personally authorized Roc Nation to pay Andrade $550,000.00 – the same amount he was to receive for fighting Charlo – if he rejected the fight with Charlo. Fried also reiterated Roc Nation’s intention to purchase Andrade’s EPA from Star Boxing and Banner Promotions. 33.

On or about November 7, 2014, Farris, on behalf of Andrade, and Fried,

individually and/or on behalf of Roc Nation, agreed that Andrade would not accept the Showtime fight with Charlo, and Fried and/or Roc Nation would pay to Andrade the sum of $550,000.00. D.

Defendants’ Breach Their Promise of Payment to Andrade

34.

In reliance on the promise made by Roc Nation and Fried, Andrade on or about

November 7, 2014 formally rejected the offer made by Star Boxing and Banner Promotions for him to fight Charlo at the MGM Grand in Las Vegas on December 13, 2014. 35.

On November 7, 2014, Farris received a telephone call from Perez and Fried who

personally thanked him for Andrade’s rejection of the Charlo fight on the December 13, 2014 Showtime card, and reiterated Roc Nation’s obligation to pay Andrade $550,000.00. 36.

A few days later, Roc Nation invited Andrade to their Manhattan offices on

November 18, 2014 to finalize their accord and to meet with Jay Z personally. It was also implied that Andrade would receive the $550,000.00 payment. 37.

Andrade appeared at Roc Nation’s corporate offices on November 18, 2014,

together with Farris, Andrade’s father, Andrade’s fiancée and Farris’ wife, among others. Roc Nation was represented by Perez, Juan Perez, Fried and several other key executives. Jay Z was even present for a portion of the time.

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38.

Perez stated at the November 18, 2014 meeting, in sum and substance: (a) that

Roc Nation was proud to have Andrade as their first boxer; (b) that Roc Nation would honor its agreement to pay Andrade $550,000.00; (c) that Roc Nation would pay Star Boxing and Banner Promotions up to $2,000,000.00, if necessary to purchase Andrade’s contract from Banner Promotions and Star Boxing; (d) that Roc Nation would complete the purchase of Andrade’s contract from Star Boxing and Banner Promotions on or before December 31, 2014; and (e) that Roc Nation’s payment to Andrade would be made as soon as the negotiations with Star Boxing and Banner Promotions were completed. 39.

Roc Nation never tendered the $550,000.00 to Andrade, despite repeated demands

for payment. 40.

Contrary to Roc Nation and/or Fried’s promises, no substantive or serious efforts

were made to purchase Andrade’s exclusive promotional rights from Star Boxing and Banner Promotions.

AS AND FOR A FIRST CAUSE OF ACTION (Promissory Estoppel against Roc Nation) 41.

Andrade repeats, reiterates and re-alleges each and every allegation set forth in

paragraphs numbered “1” through “40,” inclusive. 42.

Roc Nation made a clear and unambiguous promise to Andrade that it would pay

Andrade $550,000.00 if Andrade would reject the fight negotiated by his promoters, Star Boxing and Banner Promotions, with Showtime for Andrade to fight Charlo, on December 13, 2014 at the MGM Grand in Las Vegas, Nevada. 43.

Andrade, solely in reliance upon Roc Nation’s promise of payment, decided to

reject the fight with Charlo negotiated by Star Boxing and Banner Promotions with Showtime. 8 AL/D223275/FL2605W

44.

Andrade’s reliance upon Roc Nation’s promise of payment was reasonable given

Roc Nation’s expressed intention that it wanted to promote Andrade and its false statements to Andrade that it was in serious and good faith negotiations with Star Boxing and Banner Promotions to purchase Andrade’s EPA for as much as $2,000,000.00, if necessary. 45.

Andrade suffered damage causally related to Roc Nation’s failure to make

payment.

AS AND FOR A SECOND CAUSE OF ACTION (Breach of Contract) 46.

Andrade repeats, reiterates and re-alleges each and every allegation set forth in

paragraphs numbered “1” through “45,” inclusive. 47. the

Pursuant to Andrade’s agreement with Roc Nation, Andrade agreed not to accept

Charlo fight negotiated by his promoters, Star Boxing and Banner Promotions, with

Showtime which was scheduled for December 13, 2014 at the MGM Grand in Las Vegas, Nevada, in return for a payment of $550,000.00 from Roc Nation. 48.

Andrade fully performed all of its obligations under the agreement, when on or

about November 7, 2014 he rejected Star Boxing and Banner Promotion’s $550,000.00 offer to fight Charlo on December 13, 2014. 49.

Andrade has made demands to Roc Nation for the payment of the $550,000.00,

which sum still remains due, owing and unpaid. 50.

Roc Nation has breached the agreement by failing to pay Andrade the

$550,000.00. 51.

Andrade suffered damage causally related to Roc Nation’s failure to make

payment. 9 AL/D223275/FL2605W

AS AND FOR A THIRD CAUSE OF ACTION (Promissory Estoppel against Fried) 52.

Andrade repeats, reiterates and re-alleges each and every allegation set forth in

paragraphs numbered “1” through “51,” inclusive. 53.

Fried made a clear and unambiguous promise to Andrade that he would pay

Andrade $550,000.00 if Andrade would reject the Charlo fight negotiated by his promoters, Star Boxing and Banner Promotions, with Showtime which was scheduled for December 13, 2014 at the MGM Grand in Las Vegas, Nevada. 54.

Andrade relied upon Fried’s promise of payment, when he decided to reject the

fight with Charlo negotiated by Star Boxing and Banner Promotions with Showtime. 55.

Andrade’s reliance upon Fried’s promise of payment was reasonable given

Fried’s purported efforts to have Roc Nation promote Andrade and his statements to Andrade that he was in negotiations on behalf of Roc Nation with Star Boxing and Banner Promotions to purchase Andrade’s contract for as much as $2,000,000.00, if necessary. 56.

Andrade suffered damage causally related to Fried’s failure to make payment.

AS AND FOR A FOURTH CAUSE OF ACTION (Breach of Contract against Fried) 57.

Andrade repeats, reiterates and re-alleges each and every allegation set forth in

paragraphs numbered “1” through “56,” inclusive. 58.

Pursuant to Andrade’s agreement with Fried, Andrade agreed not to accept the

Charlo fight negotiated by his promoters, Star Boxing and Banner Promotions, with Showtime

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which was scheduled for December 13, 2014 at the MGM Grand in Las Vegas, Nevada, in return for a payment of $550,000.00 from Fried. 59.

Andrade fully performed all of its obligations under the agreement, when on or

about November 7, 2014 he rejected Star Boxing and Banner Promotions’ $550,000.00 offer to fight Charlo on December 13, 2014. 60.

Andrade has made demands to Fried for the payment of the $550,000.00, which

sum still remains due, owing and unpaid. 61.

Fried has breached the agreement by failing to pay Andrade the $550,000.00.

62.

Andrade suffered damage causally related to Fried’s failure to make payment.

WHEREFORE, Andrade respectfully demands judgment against defendants RNS, RNB, Enterprises and Fried as follows: 1)

On the first cause of action, damages against Enterprises, RNS and RNB, jointly

and severally, in an amount to be determined at trial, but at least $550,000.00, together with statutory interest; 2)

On the second cause of action, damages against Enterprises, RNS and RNB,

jointly and severally, in an amount to be determined at trial, but at least $550,000.00, together with statutory interest; 3)

On the third cause of action, damages against Fried in an amount to be determined

at trial, but at least $550,000.00, together with statutory interest; 4)

On the fourth cause of action, damages against Fried in an amount to be

determined at trial, but at least $550,000.00, together with statutory interest; 5)

The costs and disbursements of this action; and

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6)

The grant of such other and further relief as may be deemed just, proper and

equitable under the circumstances prevailing. Dated: July 31, 2015 Lake Success, New York

HARFENIST KRAUT & PERLSETIN LLP Attorneys for Plaintiff

By____/S/ Jonathan D. Kraut_______ Jonathan D. Kraut Andrew C. Lang 3000 Marcus Avenue, 2nd Fl. East Lake Success, New York 11042 (516) 355-9600

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