2016-09-23 LRN DKT 6 Complaint For Breach of Fiduciary Duty and Aiding A..

FILED: NEW YORK COUNTY CLERK 09/23/2016 02:30 PM INDEX NO.
654342/2016
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 09/23/2016
STEPHEN D. SUSMAN
ssusman@susmangodfrey.com
JACOB BUCHDAHL
jbuchdahl@susmangodfrey.com
STEPHEN SHACKELFORD, JR.
sshackelford@susmangodfrey.com
ELISHA BARRON
ebarron@susmangodfrey.com
SUSMAN GODFREY L.L.P.
1301 Avenue of the Americas, 32nd Fl.
New York, NY 10019
Telephone: (212) 336-8330
Facsimile: (212) 336-8340
Attorneys for Plaintiffs Dov Seidman

and LRN Corporation
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
DOV SEIDMAN and LRN CORPORATION,
Plaintiffs, Case No.: 654342/2016
-against-. COMPLAINT FOR BREACH OF

FIDUCIARY DUTY AND AIDING
WILLIAM MORRIS ENDEAVOR AND ABETTING THAT BREACH
ENTERTAINMENT, LLC and DROGA5, LLC
JURY TRIAL DEMANDED
Defendants.
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NATURE OF THE ACTION
1. By this action, plaintiffs Dov Seidman (Seidman) and LRN Corporation
(LRN) (collectively, Plaintiffs) seek relief against Defendant William Morris Endeavor
Entertainment, LLC (WME) for breach of fiduciary duty, and against WMEs affiliate Droga5
LLC (Droga5) for aiding and abetting that breach of fiduciary duty.
2. This is not a trademark case. Plaintiffs have a separate case pending in federal
court in New York seeking to protect their intellectual property through trademark and related
common law. This case seeks to hold WME accountable for the far more ancient tort of breach
of fiduciary duty.
3. In the latter half of 2013, very soon after WME bought a 49% stake in Droga5, an
advertising agency, WME encouraged its new affiliate Droga5 to use Seidmans and LRNs
work to adopt their unique messaging and vocabulary, which was and is critical to their
continued success to win an advertising account with yogurt company Chobani, LLC
(Chobani), and then to develop a massive advertising and branding campaign for Chobani that
copied that messaging and vocabulary in a very public and damaging way. WME at the same
time failed to warn Seidman and LRN of Droga5s and Chobanis unauthorized use of their
work, or to ensure that Seidmans and LRNs commercial and reputational interests were
protected. In all of this, WME failed in its basic fiduciary duties of care, loyalty, and candor.
4. This was a classic breach of fiduciary duty: WME put its own and its affiliate
Droga5s interests ahead of Seidmans and LRNs reputational, commercial, and other interests,
and in doing so caused Seidman and LRN substantial harm. Droga5, for its part, encouraged,
induced and participated in WMEs breaches of fiduciary duty, winning the Chobani engagement
and developing the Chobani campaign through the unauthorized use of Plaintiffs work. It
should be held accountable for aiding and abetting WMEs wrongdoing.
5. Plaintiffs fiduciary duty claims were discovered during the prosecution of a
lawsuit in federal court involving trademark and related common law claims. Specifically, in
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COMPLAINT FOR BREACH OF FIDUCIARY DUTY
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June 2014, Seidman and LRN filed suit against Droga5 and Chobani in response to an extensive,
multi-media advertising and branding campaign Chobani had launched a few months earlier,
during the Super Bowl, which Droga5 built around unique messaging and branding that had long
been central to Seidmans work, and to LRNs core business. Although it was apparent to
Seidman and LRN that the Chobani campaign was heavily influenced by Seidmans work,
Chobani and Droga5 steadfastly denied it. When Chobani took the further step of applying for
federal trademarks covering key messaging that was central to Seidmans and LRNs business
and go-to-market strategy messaging related to trademarks already held by Seidman Seidman
and LRN, in order to protect their intellectual property, and only after their attempts to resolve
these matters were repeatedly rebuffed, had little choice but to file trademark infringement and
related claims against Chobani and Droga5.
6. Critically, however, Seidman and LRN did not at that point know the full story of
how the Chobani advertising and branding campaign had been developed and launched. Their
agents at WME had assured them that WME had nothing to do with developing the campaign,
even though WME had recently bought a 49% stake in Droga5. Yet through discovery obtained
in the federal suit against Chobani and Droga5, Plaintiffs learned that WMEs assurances were
false. Plaintiffs learned not only that WME had actively assisted Droga5 in creating the
campaign, starting back in August 2013, but also that it was Seidmans own agent at WME, Jay
Mandel, who had first pointed Droga5 to Seidmans work and encouraged Droga5 to use it in
order to present Chobani with the enduring, aspirational branding campaign that it knew Chobani
wanted.
7. Mandel told Droga5 that Seidman was the gold standard for what Chobani was
seeking, and Droga5 very quickly came to share this view. In fact, Droga5 employees told
Droga5s own Creative Chairman David Droga, who worked extensively on the Chobani account
(while at the same time sitting on the Board of Directors of Seidmans agency WME), that
Seidman was a treasure trove of How Matters information, and that someone needs to say
some of the soundbites from Seidmans own work to Chobani during Droga5s upcoming
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pitch presentation. From inception through the Super Bowl launch of that campaign, Mandel
continued to encourage Droga5 to review and use Seidmans work a gateway to a ton of
content, according to a later Droga5 email as Droga5 was developing and refining the
campaign for Chobani, all without Seidmans or LRNs knowledge, let alone approval. WMEs
duplicity persisted through the institution of the federal lawsuit, which is why Plaintiffs did not
bring these fiduciary duty claims earlier.
OVERVIEW
8. Dov Seidman and LRN, whose business is based on promoting ethical, values-
based behavior, have spent many years this is Seidmans lifes work and many millions of
dollars developing, communicating and amplifying the philosophy that how matters: for
people and businesses alike, it is no longer what you do that matters most and sets you apart
from others, but how you do what you do. Seidman has described this philosophy in his
bestselling book HOW: Why How We Do Anything Means Everything.
9. Seidmans how philosophy has been widely recognized and embraced by the
public as well as many high-profile supporters and national publications:
President Bill Clinton: My friend Dov Seidman has dedicated his lifes work to
studying how people conduct their business and their lives. . . . I am delighted that
Dov has written this essential book articulating his complete philosophy of the
how, including both the necessary shared values for the twenty-first century and
actionable ideas to firmly establish these values in our public, business, and
personal relationships. The individuals, organizations, and businesses that
understand that how we choose to do things matters more than ever before will
flourish.
New York Times columnist Thomas L. Friedman (who later wrote another
column about Seidmans work, titled Why How Matters): [Seidmans] book is
simply called How. Because Seidmans simple thesis is that in this transparent
world how you live your life and how you conduct your business matters more
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than ever, because so many people can now see into what you do and tell so many
other people about it on their own without any editor. . . . Today what you make
is quickly copied and sold by everyone. But how you engage your customers,
how you keep your promises and how you collaborate with partners thats
not so easy to copy, and that is where companies can now really differentiate
themselves. . . . So . . . get your hows right how you build trust, how you
collaborate, how you lead and how you say youre sorry. More people than ever
will know about it when you do or dont.
Fortune Magazine: Seidman has built a highly successful business on the theory
that in todays wired and transparent economy, companies that outbehave their
competitors ethically will also tend to outperform them financially.
Time Magazine (selecting Seidman as a Game Changer, one of the innovators
and problem-solvers that are inspiring change in America): As founder and
CEO of LRN, moral philosopher and businessman Dov Seidman helps companies
thrive by pursuing both profits and principles.
10. One of the most significant contributions Seidman has made to the public
discourse is to introduce a new vocabulary to encapsulate key elements of the how philosophy.
In particular, Seidman and LRN have popularized using the word how as a noun, rather than
the typical use of that word as an adverb in order to underscore that, in an increasingly
transparent and interconnected world, how matters more than ever, and in ways it never has
before. Seidmans use of how as a noun has given it a distinct meaning, expressing the values-
based ethos of individual and organizational behavior at the center of his how philosophy.
Phrases such as how is the answer, how matters, and get your hows right are uniquely
identified with Seidman, his philosophy, his related work, and the company he founded, LRN.
11. Seidman and LRN have communicated this how philosophy and how matters
messaging through a comprehensive range of domestic and global business activities, including a
bestselling book, online courses, educational courses and materials, reports and publications,
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case studies, videos, articles, speeches, presentations, television and radio appearances, website
materials, and social media.
12. Defendant WME is a talent agency, and has represented Seidman as his literary
agent for more than ten years. Seidman involved WME from the beginning in his efforts to
publish and promote the HOW book; WME represented Seidman in connection with the sale of
both the 2007 and 2011 editions of HOW; and WME is intimately familiar not only with the
how matters message espoused in the book, but also with the centrality of that message and the
how brand to Seidmans and LRNs public platform and global business interests.
13. WME assigned two agents to represent Seidman: Jay Mandel, a WME partner and
head of WMEs East Coast Book Division, and Jennifer Rudolph Walsh, a member of WMEs
Board of Directors. Mandel regularly attended Seidmans speeches and events and numerous
meetings at LRN. He worked not only to promote Seidmans bestselling book, but also to help
Seidman and LRN explore ways to more broadly communicate the how philosophy and how
matters message, providing Seidman and LRN with advice and expertise that went far beyond
Seidmans literary endeavors.
14. Mandel witnessed firsthand, and was an active contributor to, the development of
Seidmans how philosophy and the unique how-related messaging that has been central to their
popularization. That is why Seidman warmly thanked Mandel, along with Walsh, in the
acknowledgments to HOW: Jennifer Rudolph Walsh and Jay Mandel. Along with the team at
William Morris, you stepped into the project and embraced it with the same passion and
commitment, and saw me through to the finish line. I feel fortunate to have you both in my
corner.
15. In early 2014, as far as Seidman and LRN could tell, WME remained in their
corner. In fact, Mandel sent Seidman and others at LRN an email message in January 2014,
urging Lets make this our year.
16. But it did not turn out that way. Within days of that email, the yogurt
manufacturer Chobani launched a major advertising campaign and corporate branding platform
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during the Super Bowl built around the message how matters and bearing a striking
resemblance to the messaging and branding that has long been central to Seidmans and LRNs
work.
17. It was immediately clear to Seidman that this advertising and branding campaign,
using the same vocabulary that was publicly associated with his own (and LRNs) work and how
philosophy, posed a serious threat to Seidmans and LRNs business. But what was not clear to
Seidman and LRN was that Mandel and WME had been directly involved, working with their
new affiliate, Droga5, in the development of this Chobani advertising campaign a campaign
which threatened to tarnish and devalue the how philosophy and how-related messaging and
branding that had become a cornerstone of Plaintiffs competitive positioning in the marketplace,
and to create a false impression that Plaintiffs were somehow sponsoring Chobanis campaign to
sell its yogurt products.
18. Immediately after the Super Bowl campaign launch, Seidman began hearing from
people who assumed (wrongly) that Seidman had licensed his intellectual property to Chobani
for the campaign. People accused Seidman of having sold out by letting Chobani use his
unique how vocabulary and how matters branding to imply some sort of endorsement by
Seidman and LRN for Chobanis commercial advantage.
19. As soon as Seidman saw Chobanis Super Bowl campaign launch, and also
discovered that Chobani was apparently seeking to trademark the phrase How Matters, he
contacted Mandel. Seidman was very concerned, and sought his agents advice on how to deal
with this problem.
20. Mandel told Seidman that Droga5 had developed the campaign for Chobani, and
said he would reach out to Droga5 on Seidmans behalf.
21. What Mandel did not tell Seidman is that he and others at WME had been closely
involved in Droga5s development of the Chobani how matters campaign from the outset.
Evidence unearthed in litigation since those early conversations between Seidman and Mandel
reveal that WME (including Mandel) was fully aware that Droga5 was developing a how
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matters advertising and branding campaign for Chobani months before the campaign was
publicly launched, and that WME had actively participated in the creation and launch of that
campaign. But when Seidman asked Mandel how this could have happened, Mandel feigned
ignorance, and Mandel and Walsh affirmatively and falsely reassured Seidman that WME
had not been involved in the development of the campaign.
22. WME was duty-bound to let Seidman and LRN know about Droga5s planned
How Matters campaign a campaign that would make use of, and substantially dilute the
value of, the unique how vocabulary, messaging, and brand that Seidman and LRN had
developed, popularized, and integrated into LRNs business over many years. This directly
threatened Seidmans and LRNs business, because of the centrality of the how vocabulary,
messaging and brand to the way Seidman and LRN present themselves and market their services.
WME should have told Seidman and LRN about the planned campaign as soon as WME became
aware of it. Indeed, Mandel recognized in 2013 that Droga5 should talk to Seidman about the
planned campaign, and told Droga5 personnel as much. But neither Mandel nor anyone else at
WME told Seidman that Chobani was preparing to launch the How Matters-branded
campaign. As a result, neither Seidman nor LRN knew anything about it until the pre-Super
Bowl tweet from Chobani.
23. Droga5 itself an agency working on behalf of its client principals, and
whose Creative Chairman David Droga sat on WMEs Board of Directors at the same time as he
personally worked extensively on the How Matters campaign knew that WME was
Seidmans and LRNs agent, and was well aware of the duty of loyalty that accompanies that
role. But rather than encourage (or even permit) WME to try to involve Seidman and LRN
forthrightly, Droga5 decided not to reach out to Seidman, despite recognition on the part of
numerous employees that Droga5 should do so.
24. On several occasions after the fact, Mandel acknowledged to Seidman and others
that Droga5 should have reached out to Seidman before launching the campaign. Given his
fiduciary relationship with Seidman, however, Mandel himself had a clear duty to do the same.
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25. But it gets worse. Not only did WME fail to inform Seidman of the planned
How Matters-branded campaign; WME, without Seidmans knowledge or permission,
repeatedly directed Droga5 to Seidmans work, encouraging Droga5 to use Seidmans message
and business materials (which Droga5 did intentionally, without advising Seidman or seeking his
permission) to win the Chobani account and then to develop Chobanis How Matters
marketing and branding campaign. Droga5 actively used, and WME actively encouraged
Droga5 to use, WMEs own clients intellectual property to land this lucrative advertising
contract with Chobani and then to create a campaign that would make use of, and dilute the value
of, WMEs clients property all without the knowledge or permission of its client. Using
Seidmans unique how vocabulary, messaging and related intellectual property to help Droga5
land the coveted Chobani account and then develop the Chobani How Matters campaign a
campaign that would include Droga5s first-ever Super Bowl ad (the highest-profile advertising
spot there is), as well as other high-profile television advertisements during the Academy
Awards and Winter Olympics no doubt enhanced the value of WMEs new equity stake in
Droga5. But WME, as a fiduciary, cannot sacrifice its clients interests in order to advance its
own. Droga5 knew this and not only failed to prevent WMEs breach; it actively facilitated the
breach.
26. Further breaches of fiduciary duty followed after Seidman learned of the Chobani
tweet and contacted Mandel for help. Despite owing Seidman fiduciary duties of candor, due
care and loyalty, Mandel and his colleague Walsh both failed to disclose to Seidman WMEs
substantial involvement in Droga5s development of the how matters campaign for Chobani,
including, most significantly, WMEs repeated suggestions that Droga5 review and use
Seidmans and LRNs work. To the contrary, they falsely told Seidman that they had nothing to
do with the development of the Chobani campaign.
27. In private, at least, Mandel and Walsh acknowledged that Seidman had not been
treated fairly. Walsh expressed concern in emails to Droga5 personnel in March 2014 that their
mishandling of the situation would cause Seidman to believe he was being robbed and
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misrepresented, and that the situation was not being handled correctly. But Mandel and
Walsh repeatedly failed to disclose to Seidman and LRN WMEs own role in the campaign.
28. Seidman and LRN tried for three months to engage with Chobani and Droga5 to
resolve these issues amicably. Droga5, however, only paid them lip service (as Walsh herself
put it), and Chobani rebuffed numerous requests to meet. In light of this refusal, Seidmans and
LRNs only recourse was to file a lawsuit in order to prevent Chobani and Droga5 from
misappropriating Plaintiffs property for their own commercial advantage, and to stop Chobani
from obtaining a trademark on the phrase how matters a trademark that Seidman and LRN
for obvious reasons could not let issue.
29. Seidman and LRN did not initially sue WME, as they did not yet know of WMEs
role in the Chobani campaign (which Mandel and Walsh had concealed). In fact, it took the
filing and prosecuting of the lawsuit against Chobani and Droga5 for Seidman and LRN to
uncover WMEs breaches of fiduciary duty.
30. WMEs breaches of fiduciary duty enabled Droga5 and Chobani to capitalize on
Seidmans and LRNs years of developing the how matters message, brand and vocabulary, its
broad and deep integration into their businesses and approaches to market, and its associated
goodwill. Droga5 encouraged and actively participated in these breaches by its 49% stakeholder,
WME. Instead of considering the legal rights and best interests of WME clients Seidman and
LRN, WME and Droga5 instead chose a course of conduct that would favor their own interests,
and foster their nascent partnership. As a result, both WME and Droga5 were unjustly enriched,
and Seidman and LRN have suffered substantial damages, including in the form of lost business
opportunities, reputational harm, personal and business disruptions, and litigation costs.
THE PARTIES
31. Seidman is an individual residing and working in New York, New York. He is
the CEO of LRN, which he founded in 1994, and the author of the acclaimed book HOW: Why
How We Do Anything Means Everything. First published in 2007, HOW is a New York Times
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and Wall Street Journal Bestseller. An expanded edition of the book was published in 2011, with
a foreword by President Bill Clinton.
32. LRN is a Delaware corporation with a principal place of business at 745 Fifth
Avenue, Suite 800, New York, New York 10151, and with offices in Los Angeles, London, and
Mumbai.
33. WME is a limited liability company with a principal place of business at 9601
Wilshire Boulevard, Beverly Hills, California 90210. WME has represented Dov Seidman as
his literary agent since at least 2003, and continues to receive commission payments on
worldwide sales of the HOW book. Seidmans agents are Jennifer Rudolph Walsh, a member of
WMEs Board of Directors, and Jay Mandel, a Partner at WME and head of WMEs East Coast
Book Division.
34. Mandels and Walshs conduct is governed by the Association of Authors
Representatives Canon of Ethics, which includes an agents pledge of loyal service to [his]
clients business and artistic needs and that the agent will allow no conflicts of interest that
would interfere with such service. Through the AAR Canon of Ethics, Mandel and Walsh also
pledge never to mislead, deceive, dupe, defraud, or victimize their clients.
35. Droga5 is an advertising agency and Delaware corporation, with a principal place
of business at 120 Wall Street, New York, New York 10005. Droga5s founder and Creative
Chairman, David Droga, represents that Droga5 is committed, without exception, to providing
original ideas and creative concepts to its clients and prospects and that, for Droga5, originality
and creativity are not only core business ethics, but also a key competitive differentiator, and part
of its DNA. As part of its commitment to originality, Droga promises that Droga5 takes all
reasonable steps, including, specifically, online research, to make sure that the ideas and
concepts it presents to clients and prospects are original. Droga further promises that if Droga5
becomes aware that an idea it is pitching is not original, Droga5 discards that idea in favor of
something original. Among other services, Droga5 helps companies reinven[t] their brand
purpose and values.
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36. David Droga admits that his conduct, and Droga5s conduct, are governed by the
American Marketing Association Statement of Ethics, which requires that advertisers and
marketers embody high ethical standards and affirm core values of honesty, responsibility,
fairness, respect, transparency and citizenship.
37. In July 2013, WME purchased a 49% ownership interest in Droga5. This
acquisition created a partnership, a key element of which was Droga5s ability to access WMEs
clients writers, thought leaders, actors, and other represented talent such as Seidman and
to work collaboratively to service Droga5s and WMEs existing and prospective clients. David
Droga, Droga5s founder, stated that the partnership will exponentially accelerate Droga5s
ability to realize its ambition: to be the most influential creative agency in the business, with
ideas that move our clients and our industry forward. Droga joined the WME Board of
Directors in July 2013.
THE FACTS
I. The How Philosophy and How Vocabulary
38. LRN's purpose is most simply stated as helping people around the world do the
right thing. As LRN explains on its website: "Inspiring people to do the right thing is the essence
of principled performance. It is about inspired rather than required behavior-living principles
beyond following rules. It is about doing the next right thing and not just the next thing right.
Ultimately, principled performance leads to healthier, profitable organizations."
39. Over the past twenty years, LRN has helped more than 700 companies around the
globe and millions of their employees to translate their corporate values into concrete
behaviors and practices that create advantage and economic value. LRN and Seidman are the
exclusive corporate sponsors of the Elie Wiesel Foundation for Humanitys Prize in Ethics,
which encourages and recognizes ethical leadership among college students.
40. Over that same period, and particularly since Seidman published the first edition
of HOW, Seidman and LRN have developed and amplified a unique new vocabulary to
encapsulate the core of their philosophy. Seidman and LRN employ this how vocabulary,
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including the how matters messaging and branding, in a wide array of business activities,
advertising, and digital advertising, in the United States and internationally, including books,
speeches, articles, newsletters, training programs, public presentations, webinars, online
educational courses, workshops, website materials, social media, online advertising, surveys, and
consulting services.
41. Consumers of these how-branded products and services include corporate leaders
and employees in many diverse industries; government leaders and employees; military leaders,
and servicemen and women; leaders and executives in entertainment, sports, marketing, and
advertising; students, faculty and administrators in educational institutions; philanthropic and
other nonprofit organizations; NGOs; and the general consuming public. For these consumers,
the how philosophy, unique vocabulary, and related messaging and branding are directly
associated with Seidman and LRN.
42. In addition, Seidman has been issued several trademark registrations by the U.S.
Trademark Office due to his, and his licensee LRNs, widespread use of HOW and a family of
associated how-based marks, including HOW IS THE ANSWER, THE HOW REPORT, and
HOW METRICS. Those registrations cover, among other things, business and professional
conduct by business organizations, corporate culture and business, cultural social and
environmental responsibility, values-driven business and values-based business leadership,
and the management and operation of business in an environmentally responsible and
environmentally sustainable manner.
43. Plaintiffs global publication, THE HOW REPORT, organizes more than two
million individual observations of behavior using Plaintiffs analytical assessment tool, HOW
METRICS.
44. Seidman and LRN actively communicate the how ethic and vocabulary through
Seidmans regular column in Forbes Magazine under the title The HOW Column, as well as
through columns Seidman has written in the New York Times, Huffington Post, Fortune,
Harvard Business Review, and in other online and media outlets. Their how matters message
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and other how-based messaging has also been featured in prominent and popular publications
and media outlets such as Good Morning America, All Things Considered (on National Public
Radio), The Charlie Rose Show, the Wall Street Journal, and Business Week.
45. Seidman and LRN have also given presentations featuring the how-branded
philosophy and ethos at leading conferences and events such as the World Economic Forum, the
Clinton Global Initiative, the Aspen Ideas Festival, Conscious Capitalism, the United Nations
Global Compact General Assembly Session, The Economists Human Potential Summit, the
General Counsel Summit, the Womens Foodservice Forum, and the Arthur Page Society, as
well as in meetings with leaders and executives at some of the worlds leading corporations.
46. Many leaders, public figures, educators, commentators, media hosts, reviewers
and others highlight Seidmans and LRNs how vocabulary, and in particular their how matters
message, when referring to the works, products, and services of Seidman and LRN:
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47. In sum, Seidman and LRN have created and developed very substantial goodwill
and reputation, over many years and built a significant and growing business through
prominent and public expression of their how vocabulary and how matters message, and these
have become succinct symbols of LRNs and Seidmans products, services, values and
philosophy. They are integral to LRNs and Seidmans business and marketing, and to the many
ways in which LRN and Seidman connect and engage with customers, prospects, and other
stakeholders.
II. Seidmans and LRNs Relationship With WME
48. From the outset of Plaintiffs relationship with WME, WME (and Jay Mandel in
particular) was intimately involved in Plaintiffs efforts to popularize and disseminate the how
philosophy through the how vocabulary, including the how matters message, and benefited
financially from those efforts.
49. Throughout Mandels agency relationship with Seidman, Mandel adopted an
advisory role at LRN that went well beyond the publishing aspects of the HOW book. Mandel,
who was aware that Seidman had licensed his how marks to LRN, attended numerous meetings
and strategy sessions at LRNs New York offices, and numerous LRN-related events. Based on
Mandels success as Seidmans literary agent, on his professional expertise, and on his voluntary
assumption of that advisory role to LRN, Mandel earned LRNs confidence.
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50. LRN shared with Mandel and others at WME confidential business information
relating to LRN, its plans, its approaches to market, and the manner in which the HOW ideas,
philosophy, and brand would be integrated into LRNs ethics and compliance lines of business.
Senior LRN colleagues such as Katy Brennan viewed Mandel as a trusted confidant and advisor
on how to use the success of the HOW book to build LRNs ethics and compliance business, in
the U.S. and abroad. Indeed, Mandel, along with Brennan and other LRN colleagues, was an
integral member of a joint WME/LRN team responsible for the development and execution of a
strategy to grow HOW into a global brand, for the benefit of both Seidman and LRN. In that
capacity, Mandel communicated regularly with Seidman, Brennan, and several others at LRN,
and advised LRN on ways in which the HOW philosophy and brand could be amplified, for
LRNs benefit.
51. For example, when it was proposed that the HOW book be offered in Spanish to
the Spanish-speaking world through the publisher PRISA, Mandel worked closely with Brennan
to ensure not only favorable book sales, but also maximum impact for LRN in terms of LRNs
market penetration in Spanish-speaking countries and noted in an email to Seidman that
Brennan was critical to making sure the HOW brand stays robust around the world.
III. The Chobani Pitch
52. After WME acquired its 49% ownership stake in Droga5 in July 2013, WME
worked to help Droga5 win yogurt manufacturer Chobanis competitive pitch process.
53. For its part, Chobani was looking for much more than just a new advertising
campaign. Chobani sought to hire a new advertising agency to develop a whole new corporate
identity for Chobani. It wanted to create a brand expression that was enduring, that would
focus on more than just Chobanis yogurt, and that would extol how Chobani treated people and
supported the community at large. The campaign ultimately would show that Chobani was a
brand with a point of view.
54. Upon being invited to participate in the Chobani pitch process, Droga5 began
developing branding concepts involving doing things the right way. At this critical early
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juncture in the process, Droga5s senior management reached out to WME for assistance in
crafting the pitch to Chobani. Jay Mandel, who would later admit his involvement with the
Droga team around this time, responded to members of Droga5s pitch team, noting that
Seidman was a WME client, describing Seidman and his how-related work and writings
including that Seidman was the gold standard for this line of thinking and someone whose
philosophy aligned with [Chobanis] branding ideas and directing Droga5 to the HOW book
and to Plaintiffs website, www.howistheanswer.com.
55. After reviewing the materials suggested by Mandel, a senior Droga5 executive
emailed the entire Droga5 creative and pitch teams (including David Droga) describing Seidman
as a treasure trove of How Matters information, specifically noting that Seidman has a How
Metric to measure the impact of How, and encouraging all of them to watch Seidmans video
on the howistheanswer.com website. Another Droga5 executive identified soundbites from the
Seidman video that I love, such as how versus how much, and urged that someone needs to
say these soundbites in Droga5s upcoming pitch presentation to Chobani.
56. The How Matters theme, which Droga5 sold to Chobani using Seidmans
treasure trove of How Matters information, proved critical to Droga5s efforts to win the
Chobani account. Chobani selected Droga5 over the competing agencies based on that very
theme, and Chobani named Droga5 its advertising agency of record. In winning the Chobani
account with its How Matters campaign, Droga5 beat off challenges from Wieden +
Kennedy, Goodby Silverstein, BBH, and The Martin Agency pretty well the creative cream of
the US agency world, as one commentator put it.
57. Chobani was so enamored of Droga5s How Matters campaign that it took
confidential steps, unbeknownst to Seidman or LRN, to pursue purchasing the
HOWMATTERS.COM domain name, which was (and remains) owned by LRN.
58. By directing Droga5 to Seidmans how philosophy and how-related messaging,
Mandel sowed the seeds of the Chobani How Matters campaign that disrupted LRNs business
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and tarnished the messaging and branding that Seidman and LRN had worked for years to create.
Mandel did so at the behest of, and with the substantial assistance of, Droga5.
59. As a fiduciary, what Mandel and WME should have done from the beginning is
disclose Droga5s nascent How Matters campaign to Seidman and LRN, and worked to protect
Seidmans and LRNs strong reputational and commercial interests in their unique how branding
and vocabulary. But they did no such thing. To the contrary, Mandel and his colleagues at
WME failed to tell Seidman or LRN that Droga5 was pitching and then developing the How
Matters campaign for Chobani, and failed to do anything to protect Seidmans and LRNs
interests throughout this time. These failures prevented Seidman and LRN from intervening at
an early enough stage to avoid the further damage that would ensue.
IV. The Development of Chobanis How Matters Campaign
60. After Droga5 won the Chobani account, Chobani and Droga5 proceeded t o
d e v e l o p an elaborate, multimedia How Matters campaign that mirrored Seidmans and
LRNs how matters ethic and messaging, and adopted their how vocabulary. The campaign
also sought to position Chobani (as part of Chobanis re-branding) as leading a national how
matters movement thus trying to usurp the unique position Seidman and LRN had earned,
through years of hard work.
61. Particularly in light of the role WME was playing in all this, and its financial
interest in and relationship with Droga5, WME should have come clean to Seidman and LRN
and worked to protect their interests from the start. This duty should have been even more
obvious to WME as it continued, through the fall of 2013, to learn about the ambitious scope of
the proposed Chobani How Matters campaign. It became increasingly clear that the campaign
was not just a discrete series of commercials, but a complete rebranding of Chobani as the how
brand, and leader of a national how movement. Because WMEs own client, Seidman, was
already the leader of a national how movement and CEO of the preeminent how company,
the threat, and the need for disclosure, was obvious as even employees of Droga5 recognized.
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62. But WME continued to run red lights. It not only failed to disclose to Seidman or
LRN the development of the How Matters campaign, or WMEs substantial role in that
campaign; it actively assisted Droga5 in developing that campaign, and encouraged Droga5 to
use Seidmans ideas and work without Seidmans consent or even knowledge of what was
transpiring, or of WMEs involvement.
63. Specifically, around November 2013, WME and Droga5 established Alpha and
Big Wins teams to enable WME to support Droga5s Chobani teams, with Mandel joining the
Alpha team. At one joint meeting held three months before the official launch of Chobanis
How Matters campaign, high-level Droga5 and WME personnel, including Mandel, discussed
the development of How Matters content for Chobani. The How movement and thought
leader Dov Seidman were discussed at that meeting.
64. The information WME provided to Droga5 about Seidman led Droga5 employees
working on the Chobani campaign to describe Seidman, in writing, as the gateway to a ton of
content. Droga5 employees also commented upon the similarities between Seidmans work and
the Chobani How Matters campaign. In fact, a Droga5 employee who was working on the
Internet strategy for the campaign and who apparently had not been involved in any of the
earlier meetings or communications where Seidman and LRN were discussed remarked to a
colleague, upon learning for the first time about Seidman and LRN in December 2013, that it
was like they took the strat[egy] right out of our brains.
65. Shortly after WME and Droga5 discussed the How movement in the November
2013 meeting, a senior Droga5 employee observed that they should make sure we sort through
how to work with him [Seidman] and his supporters or at the very least make sure we dont get
accused of trying to copy the language without giving credit. For his part, Mandel, as he would
later recount in an email to Walsh, urged [Droga5] to be in touch with [Seidman].
66. Despite these indications that WME and Droga5 senior managers knew they
should reach out to Seidman before proceeding with the campaign, Droga5 continued to press
forward with efforts to turn Chobanis How Matters campaign into a Chobani-led social
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movement, without ever contacting Seidman or LRN. WME, for its part, turned a blind eye in
favor of its relationship with Droga5. In fact, one senior Droga5 executive explained in an
internal email that Droga5, in a meeting with Chobani, intentionally tried to downplay the
connection to Seidman and the HOW movement. Droga5 also instructed WME that the
development of the Chobani How Matters campaign was to remain confidential until the
campaign launched in 2014, thus encouraging WME to withhold this critical information from
Seidman and LRN directly contrary to WMEs fiduciary duty of candor.
67. Throughout the nearly six-month period that Mandel and WME were
collaborating with Droga5 on Chobanis How Matters campaign, including on numerous
occasions referencing the connection with Seidmans and LRNs how matters message,
Mandel never told Seidman or LRN about the planned campaign (despite having urged Droga5
to do so). Mandel did mention to Seidman at one point in late 2013 something about a campaign
involving Chobani or Droga5 that might be in some way related to Seidmans own work, and
that Chobani or Droga5 would be reaching out to Seidman about that. But at no point in that
conversation, nor at any time before Chobani launched its campaign, did Mandel (or anyone
else) tell Seidman that Droga5 was developing a How Matters-branded campaign not just a
campaign embracing abstract concepts of good corporate citizenship that might relate to
Seidmans own how matters philosophy (which would have been innocuous), but a campaign
built around the use the misappropriation of Seidmans unique how vocabulary and how
matters messaging and branding. Droga5 never did reach out to Seidman or LRN about the
planned campaign.
68. WMEs failure to warn Seidman or LRN about the development of Chobanis
How Matters campaign was not for lack of opportunity. During the same period when Mandel
was assisting Droga5 in developing the Chobani campaign, he continued to be an active member
of Seidmans and LRNs team. Mandel had meetings and numerous communications with
Seidman during that period, as well as other individuals at LRN, in which he advised Seidman
and LRN on present and future marketing plans for the how matters message. Indeed, in late
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January 2014, Mandel wrote effusively to Seidman and others at LRN, saying Lets make 2014
our year. But he made no mention of the impending disaster on the horizon a disaster that he
facilitated by repeatedly pointing Droga5 to Seidmans work, while never telling Seidman or
LRN that he was doing so.
V. The Chobani How Matters Campaign Launch
69. Plaintiffs had no warning from anyone, least of all from WME, when Chobanis
How Matters Super Bowl advertisement aired to millions on February 2, 2014, accompanied a
few days earlier by a tweet directed to Seidman, but not approved by him:
70. By directing this tweet to Seidman, Chobani clearly acknowledged the connection
between Seidman and its How Matters campaign. Moreover, Chobani just as clearly
acknowledged Seidmans unique use of the word how by putting that word in quotes in their
tweet to Seidman.
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71. Within a day of sending its message to Seidman, Chobani proceeded to launch its
How Matters branding campaign and platform, which prominently used the very same how
vocabulary and messaging that Seidman and LRN had long worked to develop and popularize:
72. Chobanis high-profile Super Bowl advertisement likewise used that same
vocabulary and messaging, concluding with actor Mandy Patinkin dramatically intoning the
phrase how matters.
73. Moving on from the Super Bowl, Chobanis branding and advertisements which
invoked and leveraged Seidmans core concept of the how continued to emphasize the How
Matters message. Examining even a handful of examples shows that Chobani was invoking this
vocabulary and messaging in service of an aspirational branding campaign to address how
business should be conducted, and that went far beyond the selling of yogurt:
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74. Chobani even began putting the phrase How Matters directly on its yogurt cups,
prominently placed right below the Chobani name:
75. WME not only failed to disclose what was coming to Seidman and LRN; WME
made the problem worse by actively helping Droga5, at Droga5s urging, to popularize
Chobanis How Matters campaign. Specifically, at Droga5s request, WMEs chief operating
officer, Jason Lublin, wrote a company-wide email on February 2, 2014 (the day of the Super
Bowl) urging all WME employees to please help support the Chobani How Matters
campaign by using the Droga5 Thunderclap social media tool, adding this needs to be done
today. Droga5 also requested that WME ask its employees to vote for the Chobani How
Matters Super Bowl television advertisement on Ad Meter, in order to bolster the
advertisements visibility and impact.
76. After the tweet and the airing of the Super Bowl ad, Seidman received numerous
calls from friends and acquaintances asking whether he and LRN had sold out to Chobani, the
assumption being that Plaintiffs had granted Chobani a license to use their how matters
message.
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77. The first conversation Seidman had with WME about the Chobani campaign and
its use of how matters was initiated by Seidman after the Super Bowl, when he emailed
Mandel with a request to discuss the tweet he received from Chobani. Mandel responded
casually with lets do that. That same day, Seidman forwarded Mandel a tweet from a third
party stating Chobani lifts Dov Seidmans book title how matters.
78. Prior to Seidman or LRN reaching out to Chobani or Droga5 about the use of
how matters, Droga5 was alerted to the issue, presumably by WME. On February 8, 2014,
Andrew Essex, at the time the Vice Chairman of Droga5, emailed Seidman, acknowledging that
Droga5 should have reached out in a more thoughtful fashion prior to [the How Matters
campaigns] release. But Essex also tried to convince Seidman that the Chobani campaign had
nothing to do with Seidmans work, falsely telling Seidman that [a]ny similarities I can assure
you are purely coincidental.
79. Seidman forwarded this email to Mandel, to confirm that Essex had reached out to
Seidman at Mandels request, and Mandel confirmed that was the case. But despite owing
Seidman a duty of candor, Mandel failed to tell Seidman that Essex was not telling him the truth
when Essex said that [a]ny similarities between the campaign and Seidmans work were
purely coincidental a statement Mandel knew to be false based on Mandels own personal
involvement in the development of the campaign. After all, Mandel himself had repeatedly
directed Droga5 to Seidmans work as Droga5 was pitching, and then developing, the campaign.
VI. The Aftermath: WME, In Damage Control Mode, Fails To Come Clean, and
Seidman and LRN Are Forced To Sue Chobani and Droga5
80. Not understanding what WMEs role had been in the development of the
campaign, and not realizing that Mandel and Walsh were not being straight with them, Seidman
and LRN continued to rely on Mandel and Walsh over the next few months to try to resolve the
Chobani campaign problem.
81. Seidman assumed that, as his agents, Mandel and Walsh were looking out for his
interests. Indeed, Mandel told Seidman that in his (Mandels) view, what Droga5 had done was
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unconscionable, and Walsh told Seidman that he was clearly the injured party. Yet WME
was at bottom looking out for its own interests, trying to protect itself from embarrassment;
Mandel acknowledged in a March 2014 email to Walsh, for instance, that Seidman can
embarrass everyone involved, which had Mandel concerned.
82. In late March 2014, WMEs Walsh emailed Essex, stating: Please advise
specifically how you recommend we resolve this so that our client doesnt feel robbed and
misrepresented. . . . if this escalates further, it will be bad for both our companies. Over a week
later, Walsh again emailed Essex stating: I dont believe Droga is engaged enough. Weve had
lips [sic] service compounded by non-action. As I said last week, this will blow up on all of us if
Dov is not fairly dealt with. I say this with no ironyhow does matter. This is not being
handled correctly.
83. Mandel responded to Walshs second email by writing Our friend Dov would
surely appreciate your choice of words. But Walsh fired back an email to Mandel describing
in a profane, written phrase what Seidman could go do to himself, and telling Mandel that
Mandel was Walshs only concern.
84. Meanwhile, at the same time as WME was trying to get Droga5 and Chobani to
deal with the serious problems Chobanis How Matters campaign were causing WMEs
clients, Droga5s David Droga a WME Board Member who knew that Seidman was a WME
client was actively and publicly touting that campaign. For instance, on March 13, 2014,
Droga appeared at a major conference hosted by The Economist, at which he discussed the How
Matters campaign and brand platform at length and falsely claimed that the campaign and
brand platform came out of just conversations with [Chobani].
85. In a series of emails sent on April 17, 2014, Mandel told Seidman that there was
nothing more we can do and Walsh echoed that we cant help you any further.
86. In fact, from this point forward, Seidmans agents at WME, while continuing to
cash royalty checks, basically abandoned all duties they owed to Seidman as his agent. Mandel,
for instance, received an email in October 2014 from an editor at the publishing company
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Penguin Random House, asking whether Seidman was ready to move forward with a new book.
But Mandel did not respond to the email, nor did he tell Seidman about it.
87. On June 4, 2014, after weeks of inaction and refusal on the part of Droga5 and
Chobani to meet in good faith with Seidman despite requests made on April 21, April 25, May
2, May 19, May 20, and May 28 Seidman and LRN filed a lawsuit in federal court in the
Southern District of New York against Chobani and Droga5. Their only recourse at that point
was to file the lawsuit because Chobani had applied for trademark protection for the phrase
How Matters, and that trademark application, if successful, could have prevented Seidman and
LRN from continuing to use a key part of the intellectual property they had spent years
developing.
88. At the time Seidman and LRN filed the lawsuit against Chobani and Droga5, they
were still unaware of the extent of WMEs role in the development of Chobanis How Matters
campaign and its aftermath; indeed, WME was still denying any involvement. Seidmans and
LRNs lawsuit against Chobani and Droga5 remains pending.
89. At present, Chobani is no longer using the How Matters campaign and has
publicly fired Droga5 as its agency.
90. Nevertheless, Chobanis use of the How Matters brand platform, facilitated by
Seidmans treasure trove of how matters material that Mandel introduced to Droga5, have
caused and will continue to cause harm to Seidman and LRN by disrupting their business and
degrading the value of their how-related vocabulary, including their how matters messaging
and branding. In addition, Plaintiffs hard-earned reputation for ethical behavior has been
harmed by the false impression created by Chobanis How Matters campaign that Seidman and
LRN sold out by becoming associated or affiliated with Chobani, or that they licensed,
sponsored, or endorsed Chobanis products, practices, or their use of the How Matters brand
platform for Chobanis commercial advantage.
91. WME deliberately failed to disclose to Seidman and LRN what was happening
behind the scenes with Droga5 and Chobani, despite having had a front row seat to, and having
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been an active participant in, the development and promotion of the Chobani How Matters
campaign. As a result, Seidman and LRN were forced, at significant financial and reputational
cost, to bring a lawsuit against Droga5 and Chobani (although not, at the time, against WME,
because of WMEs misrepresentations regarding its role) without full information and, indeed,
with misinformation fed to them by agents who were duty-bound to act in their best interests.
FIRST CAUSE OF ACTION
(Breach of Fiduciary Duty Against WME)
92. Plaintiffs repeat the allegations contained in paragraphs 1 through 91, above.
93. WME owed fiduciary duties to Dov Seidman because, among other things, WME
is Seidmans agency; WME has special expertise in its field, which Seidman does not possess;
and Seidman has entrusted WME, as his agent, with his intellectual property and ideas.
94. WME owed fiduciary duties to LRN because, among other things, WME knew of
the close connection between Seidmans HOW book and LRNs business endeavors, including
that Seidman licensed the HOW trademarks to LRN, for use by LRN in its various lines of
business; WME voluntarily assumed an advisory role to LRN, based on the public relations and
marketing expertise possessed by its agents, which went well beyond the publishing aspects of
the HOW book; WME gained LRNs confidence, pursuant to which employees of LRN shared
with Mandel and others at WME confidential business information relating to LRN, its plans, its
approaches to market, and the manner in which the how ideas, philosophy, and brand would be
integrated into LRNs ethics and compliance lines of business; and as a consequence of WMEs
efforts to help LRN, LRN reposed trust and confidence in WME in seeking to build on the
success of the HOW book to enhance LRNs ethics and compliance business, in the US and
abroad. Accordingly, WME became a trusted confidant and advisor not only to Seidman, but to
LRN and to a number of senior LRN employees.
95. WME breached these fiduciary duties to Plaintiffs by, among other things,
directing Droga5 to Plaintiffs how matters message and related intellectual property and
encouraging Droga5, without Plaintiffs knowledge or consent, to use it to win the Chobani
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account and develop an advertising campaign and branding platform for Chobani a campaign
and platform that directly infringed and materially diluted the value of Plaintiffs unique how
vocabulary and how matters messaging and branding, and thus harmed Plaintiffs business.
WME further breached its duties to Plaintiffs by actively concealing from Plaintiffs its role in the
development of Chobanis How Matters campaign, both before and after Plaintiffs learned of
the campaign. By virtue of that active concealment, WME enabled the entire series of unlawful
actions described above to unfold over a period of several months, without Plaintiffs having any
chance to try to intervene.
96. WMEs breaches extend to directly attacking the very intellectual property held
by Seidman and LRN that WME was hired to protect. On information and belief, WME, on
whose Board David Droga sits, authorized or allowed its affiliate, Droga5, to file to cancel
Seidmans federal trademark registrations for his HOW marks. That effort constituted a frontal
attack on Seidman's, and LRNs, interests, including the HOW book that WME helped Seidman
get published, from which Seidman will continue to earn royalties, and on which WME will
continue to earn commissions.
97. By breaching its fiduciary duties to Plaintiffs, WME caused Plaintiffs financial
loss and damage, while at the same time wrongly reaping substantial profits for itself both in its
role as part-owner of Droga5, and for its own account.
SECOND CAUSE OF ACTION
(Aiding and Abetting Breach of Fiduciary Duty Against Droga5)

98. Plaintiffs repeat the allegations contained in paragraphs 1 through 97, above.
99. Droga5, whose Creative Chairman (David Droga) sat on the Board of Directors of
WME, was aware that Seidman was a client of WME at all relevant times and that WME owed
Seidman duties of full disclosure and undivided loyalty, and yet did not inform Seidman of
Droga5s use of Plaintiffs ideas, messaging, and marks, in planning the launch of a multimedia
How Matters advertising and branding campaign, or of WMEs involvement with Droga5s
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development of that campaign. Droga5 encouraged, induced and participated in WMEs
breaches of its fiduciary duties to Seidman, as described in detail above.
100. In addition, Droga5s acts of encouraging and assisting WME in breaching its
fiduciary duties to Seidman extended to directly attacking intellectual property held by Seidman
and LRN, as described in paragraph 96, above.
101. Droga5 profited by aiding and abetting WMEs breaches of its fiduciary duties to
Seidman, because among other things those breaches allowed Droga5 to secure the Chobani
account and develop the Chobani How Matters campaign, which Droga5 then touted to other
clients and potential clients to develop additional business.
102. By aiding and abetting WME in breaching its fiduciary duties to Seidman, Droga5
caused financial loss and damages to Plaintiffs, while at the same time reaping substantial profits
for itself.
PRAYER FOR RELIEF
1. For damages and disgorgement of the benefits WME and Droga5 unjustly
obtained, including but not limited to, lost profits, loss of sales and business opportunities, all
commissions earned by WME (directly or indirectly) from its relationship with Plaintiffs, and
consequential damages, in an amount to be determined at trial;
2. For punitive damages;
3. For attorneys fees and costs of litigation;
4. For such other and further relief as the court may deem just and proper.
Dated: September 23, 2016
By: /s/ Stephen D. Susman____________________

STEPHEN D. SUSMAN
ssusman@susmangodfrey.com
JACOB BUCHDAHL
jbuchdahl@susmangodfrey.com
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STEPHEN SHACKELFORD, JR.
sshackelford@susmangodfrey.com
ELISHA BARRON
ebarron@susmangodfrey.com
1301 Avenue of the Americas, 32nd Fl.
New York, NY 10019
Telephone: (212) 336-8330
Facsimile: (212) 336-8340
Attorneys for Plaintiffs Dov Seidman

and LRN Corporation
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FILED: NEW YORK COUNTY CLERK 09/23/2016 02:30 PM INDEX NO.

Attorneys for Plaintiffs Dov Seidman

SUPREME COURT OF THE STATE OF NEW YORK

DOV SEIDMAN and LRN CORPORATION,

Plaintiffs, Case No.: 654342/2016

-against-. COMPLAINT FOR BREACH OF

1. By this action, plaintiffs Dov Seidman (Seidman) and LRN Corporation

should be held accountable for aiding and abetting WMEs wrongdoing.

5. Plaintiffs fiduciary duty claims were discovered during the prosecution of a

related claims against Chobani and Droga5.

bring these fiduciary duty claims earlier.

bestselling book HOW: Why How We Do Anything Means Everything.

public as well as many high-profile supporters and national publications:

personal relationships. The individuals, organizations, and businesses that

will know about it when you do or dont.

competitors ethically will also tend to outperform them financially.

Time Magazine (selecting Seidman as a Game Changer, one of the innovators

and problem-solvers that are inspiring change in America): As founder and

thrive by pursuing both profits and principles.

materials, and social media.

Seidmans literary endeavors.

urging Lets make this our year.

sell its yogurt products.

Seidman and LRN for Chobanis commercial advantage.

with this problem.

said he would reach out to Droga5 on Seidmans behalf.

had not been involved in the development of the campaign.

Bowl tweet from Chobani.

numerous employees that Droga5 should do so.

How Matters-branded campaign; WME, without Seidmans knowledge or permission,

do with the development of the Chobani campaign.

for obvious reasons could not let issue.

uncover WMEs breaches of fiduciary duty.

a foreword by President Bill Clinton.

34. Mandels and Walshs conduct is governed by the Association of Authors

pledge never to mislead, deceive, dupe, defraud, or victimize their clients.

purpose and values.

fairness, respect, transparency and citizenship.

Directors in July 2013.

I. The How Philosophy and How Vocabulary

of principled performance. It is about inspired rather than required behavior-living principles

Ultimately, principled performance leads to healthier, profitable organizations."

which encourages and recognizes ethical leadership among college students.

speeches, articles, newsletters, training programs, public presentations, webinars, online

advertising; students, faculty and administrators in educational institutions; philanthropic and

associated with Seidman and LRN.

environmental responsibility, values-driven business and values-based business leadership,

and the management and operation of business in an environmentally responsible and

environmentally sustainable manner.

II. Seidmans and LRNs Relationship With WME

financially from those efforts.

49. Throughout Mandels agency relationship with Seidman, Mandel adopted an

assumption of that advisory role to LRN, Mandel earned LRNs confidence.

market penetration in Spanish-speaking countries and noted in an email to Seidman that

III. The Chobani Pitch

brand with a point of view.

and to Plaintiffs website, www.howistheanswer.com.

say these soundbites in Droga5s upcoming pitch presentation to Chobani.

the US agency world, as one commentator put it.

confidential steps, unbeknownst to Seidman or LRN, to pursue purchasing the

HOWMATTERS.COM domain name, which was (and remains) owned by LRN.

58. By directing Droga5 to Seidmans how philosophy and how-related messaging,

IV. The Development of Chobanis How Matters Campaign