EFiled: Apr 26 2021 09:27AM EDT

Transaction ID 66546056
Case No. 2021-0354-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

In the Matter of THE JEREMY )

PARADISE DYNASTY TRUST and ) C.A. No. _______
THE ANDREW PARADISE )
DYNASTY TRUST )

VERIFIED PETITION TO REFORM TRUST

AND REMOVE INVALID FIDUCIARIES
This Verified Petition is brought by Jeremy Paradise (“Petitioner” or

“Jeremy”), by and through his undersigned counsel, in his capacity as Grantor of

The Jeremy Paradise Dynasty Trust (“Jeremy’s Trust”), Beneficiary of The

Andrew Paradise Dynasty Trust (“Andrew’s Trust,” together, the “Trusts”), and

Notice Recipient of both Trusts.1 Petitioner alleges on knowledge as to himself

and on information and belief as to other matters as follows:

INTRODUCTION
1. This action seeks the reformation of The Jeremy Paradise Dynasty

Trust Agreement (“Jeremy’s Trust Agreement”)2 to restore critical language that

was deceptively altered by Jeremy’s own attorneys during the drafting process to

remove the power to control Jeremy’s Trust from Jeremy and provide it to his

brother, Andrew Paradise (“Andrew”). This action also seeks an accounting of the

1
All terms that are capitalized but not defined herein shall have the meaning
ascribed to them in the Trust Agreements.
2
A copy of Jeremy’s Trust Agreement is attached hereto as Exhibit 1. A copy of
The Andrew Paradise Dynasty Trust Agreement (“Andrew’s Trust Agreement”) is
attached hereto as Exhibit 2.
assets of both Trusts, and the removal of conflicted Trust fiduciaries, including

Andrew’s longtime subordinates, that were improperly installed at Andrew’s

direction to ensure that Andrew alone could control the Trusts and the considerable

assets contained therein, including tens of millions of dollars of stock in the

company that Andrew founded following the vision of his brother, Jeremy.

2. In 2009, Jeremy conceived of the idea of a company that would

monetize skill-based video games. With Jeremy’s consent, Andrew took the idea

and founded a company called Skillz, Inc. (“Skillz” or “the Company”), a mobile-

based eSports company that is now publicly traded and worth over $6 billion.

Over time, as the founder and CEO, Andrew has acquired more than 68 million

shares. Jeremy, in turn, received 5% of the founding equity in exchange for

providing his brother, Andrew, with the Company’s concept.

3. The Company’s phenomenal success has greatly enriched Andrew,

with his Skillz shares now worth an estimated $1 billion. Indeed, Andrew recently

cashed in approximately 8.4 million Skillz shares in exchange for more than $195

million.

4. But Andrew’s vast personal wealth was apparently not enough to

satisfy his desire for control over his brother’s life and assets. In late 2018, while

the stock was privately traded, Andrew saw an opportunity to land a well-respected

global investment fund as a new investor and needed current investors to sell their

2
stock. Andrew approached Jeremy with a proposal to sell some of Jeremy’s Skillz

shares in a private placement to the fund. At the same time, Andrew also

expressed purported concerns that Jeremy had not engaged in estate planning with

respect to his holdings. He offered to facilitate the sale of $1 million dollars in

Skillz stock if Jeremy agreed to put his remaining Skillz shares in a trust for

“protection.”

5. In what now appears to have been a scheme to gain control over

Jeremy’s holdings, Andrew convinced Jeremy to participate in an arrangement in

which Jeremy would put his remaining 3 million shares of Skillz stock into a trust

controlled by Jeremy for the benefit of the brothers’ future children and mother for

the purported purpose of creating a tax-efficient estate plan. At the same time,

Andrew agreed to create his own trust and fund it with an identical amount of stock

for Jeremy’s benefit, so that Jeremy could continue to maintain his standard of

living notwithstanding the transfer of a significant portion of his net worth into an

irrevocable trust for which he would not be a beneficiary.

6. The brothers retained the law firm Mintz to prepare the necessary

documents, and agreed that the Trust Protector for both Trusts would be their

longtime friend, confidant and attorney, John Pomerance, also a partner at Mintz.

The Trust Protector occupies a critical position at the Trusts due to his significant

powers under the Trust Agreements, including the power, subject to certain

3
restrictions, to remove and replace the Trust’s Trustee, Investment Direction

Adviser and Distribution Adviser, and the power to appoint additional or successor

Trust Protectors, Investment Direction Advisers and Distribution Advisers.

7. During the preparation of the Trust Agreements, however, the

brothers’ attorneys at Mintz, at Andrew’s behest, surreptitiously altered a key

provision in Jeremy’s Trust Agreement. Without Jeremy’s consent or notice to

Jeremy, Jeremy’s lawyers at Mintz instructed their Delaware counsel to switch the

order of language that provided that Jeremy, in the first instance, and then Andrew,

could remove and replace the Trust Protector for Jeremy’s Trust, to new language

providing that Andrew, in the first instance, and then Jeremy, could remove and

replace the Trust Protector of Jeremy’s Trust.

8. Mintz sent the materially changed draft of Jeremy’s Trust

Agreement to Jeremy. Although the cover email from Mintz specifically

mentioned other modifications made to the prior draft (such as the addition of J.P.

Morgan as Trustee), Mintz said nothing about the change regarding Jeremy’s

power to remove the Trust Protector. Despite receiving the draft, and having

instructed Mintz to make the change, Andrew, too, remained silent.

9. Worse, Mintz implied that Jeremy still retained power over the

Trust Protector, and removed Jeremy from later emails with Andrew in which the

4
lawyers subsequently discussed the change to Jeremy’s Trust Agreement that

transferred power over the Trust Protector from Jeremy to Andrew.

10. Due to their knowing silence and misrepresentations, Andrew and

the brothers’ lawyers at Mintz ensured that the erroneous language remained in the

draft until executed by Jeremy, who was unaware of the change. Had he been

aware of this material change, Jeremy never would have executed the Trust

Agreement.

11. Thus, whether by gross negligence or intentional deception,

Andrew’s and Mintz’s misconduct led Jeremy into a unilateral mistake as to his

own trust, stripping him of power over the tens of millions of dollars of stock that

he contributed for the benefit of his children and mother. Indeed, by the critical

change to Jeremy’s Trust Agreement, Andrew gained the ultimate power to

appoint and remove the fiduciaries that control all of the operations of Jeremy’s

Trust. Jeremy never would have consented to this arrangement.

12. Andrew implemented the next step in his scheme following the

merger with a special purpose acquisition company (or “SPAC”) that greatly

increased the value of the Skillz shares held in the Trusts.

13. At Andrew’s direction, Mr. Pomerance purported to appoint two of

Andrew’s employees to all of the fiduciary positions at the Trusts, including Casey

Chafkin, Skillz Chief Revenue Officer, and Charlotte Edelman, Skillz Vice

5
President of Legal, and also a former subordinate of Mr. Pomerance at Mintz. As

newly minted Trust Protectors, Investment Direction Advisers and Distribution

Advisers, Mr. Chafkin and Ms. Edelman, together with Mr. Pomerance, had full

discretionary control over investments and distributions for the Trusts.

14. Mr. Chafkin and Ms. Edelman are plainly unfit to serve as

fiduciaries for the Trusts. In addition to being Andrew’s employees, both hold

large amounts of Skillz stock, including Mr. Chafkin’s massive stake of

12,600,294 shares. As Investment Advisers, they are required to make – and have

made – investment decisions over the shares of Skillz held by the Trusts that may

undermine their ability to sell their own personal shares, or those held by their

employer, Andrew. Accordingly, their independent discretion is compromised and

they are unable to adequately serve as fiduciaries for the Trusts.

15. Worse, the appointments violated several unambiguous provisions

of the Trust Agreements. For example, Jeremy’s Trust Agreement requires

Jeremy’s consent for the appointment of any additional Investment Direction

Advisers. Mr. Pomerance never sought, let alone obtained, Jeremy’s consent. In

addition, the Trust Agreements bar Andrew’s subordinates or employees from

serving as Trust Protectors or Distribution Advisers. Accordingly, Mr.

Pomerance’s appointments of Mr. Chafkin and Ms. Edelman breach the Trust

Agreements and therefore their appointments are invalid.

6
 16. In January 2021, Jeremy learned of the appointments and

discovered the grave mistake in his Trust Agreement. Jeremy objected to the

appointments, and reached out to Andrew, Mr. Pomerance and his attorneys at

Mintz, in the hope that they would correct the erroneous language in the Trust

Agreement and remove the invalid fiduciaries. They refused to do so.

17. Mr. Pomerance told Jeremy that he was unable to act without

Andrew’s direction, and that Andrew had threatened to sue him if he resigned from

his fiduciary positions at the Trusts. Mr. Pomerance’s flouting of his fiduciary and

contractual obligations under the Trust Agreement, including his improper

delegation of his discretion to Andrew and improper appointments, constitutes

willful misconduct.

18. Mr. Chafkin and Ms. Edelman, too, have refused to resign,

notwithstanding Jeremy’s objections, the language of the Trust Agreements and

their disabling conflicts of interest. Their refusal to honor the Trust Agreements

and their fiduciary obligations also constitutes willful misconduct.

19. Moreover, Mr. Pomerance, Mr. Chafkin and Ms. Edelman failed to

comply with their fiduciary duty of candor. Jeremy requested an accounting of the

Trusts. This request, too, was not complied with. Rather, on April 3, 2021,

counsel for Mr. Pomerance, Mr. Chafkin and Ms. Edelman provided Jeremy with

bare bones statements dated as of March 23, 2021. However, even this simple

7
request led to more deception, as Jeremy subsequently learned through his own

investigation that Mr. Pomerance, Mr. Chafkin and Ms. Edelman caused the Trusts

to sell 169,087 shares of Skillz stock on or about March 24, 2021 in connection

with an offering by the Company. Notwithstanding their positions as fiduciaries,

they clearly intended to hide these transactions from Jeremy by providing

statements dated one day before the March 24 stock sales. Indeed, the fiduciaries

still have not informed Jeremy of the Trusts’ sale of millions of dollars of shares,

or even the Trusts’ ability to sell shares (which were subject to a lockup that

contained certain exceptions, including for offerings).

20. At the same time, each of the fiduciaries engaged in their own

significant sales of stock, including 1,673,599 shares worth $39 million by Mr.

Chafkin, 32,745 shares worth $764,000 by Mr. Pomerance and 30,340 shares

worth $708,000 by Ms. Edelman. The fiduciaries engaged in these personal stock

sales notwithstanding the possibility that the Company and its underwriter could

have limited the total number of stock sales by all existing stockholders, including

the Trusts, in connection with the offering. Mr. Pomerance, Mr. Chafkin and Ms.

Edelman’s decision to sell their own stock as part of the same offering thus raises a

possible disabling conflict of interest, and raises serious questions as to whether

they put their own interests ahead of those of the Trusts to which they owe

unyielding fiduciary duties.

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 21. For its part, Mintz has taken the risible position that Jeremy was

never its client, which is belied by hundreds of emails and text messages between

Jeremy and Mintz attorneys, including messages in which Mintz attorneys

unequivocally refer to Jeremy as its “client.” It is apparent that Mintz put the

interests of the more “important” and wealthier client first, by carrying out the

deceptive scheme of Andrew – the CEO and controller of a multibillion dollar

company, Skillz, which also is a Mintz client – without regard for the wellbeing

and to the detriment of its other client, Jeremy. In the process, Mintz breached

fundamental fiduciary obligations owed to Jeremy.

22. Through the machinations of Andrew and his conflicted agents,

Andrew now exercises total control over the Trusts, an untenable structure that

Jeremy never agreed to and fundamentally is at odds with the documented

arrangement with Andrew and Jeremy’s instructions to his attorneys. The

fiduciaries are beholden to Andrew and are serving his interests, and not the

interests of the Trusts and their beneficiaries.

23. Accordingly, Jeremy seeks equitable relief from this Court to

reform his Trust Agreement to reflect Jeremy’s intent that he would have the

power to remove and replace the Trust Protector for Jeremy’s Trust, and to remove

all of the invalid and conflicted fiduciaries appointed to both Trusts. In addition,

9
Jeremy seeks an accounting for the Trusts, which he has requested and the

fiduciaries have refused to provide.

BENEFICIARIES OF THE TRUSTS

24. Pursuant to Article 1 of Jeremy’s Trust Agreement, the

beneficiaries of Jeremy’s Trust are Jeremy’s mother, Karen Anthony Paradise,

Jeremy’s children and their descendants, and Andrew’s children and their

descendants. Currently, Jeremy has one young child, Lucas, and his wife is

pregnant with their second child. Andrew does not have any children.

25. Pursuant to Article 1 of Andrew’s Trust, the beneficiaries of

Andrew’s trust are Jeremy, Jeremy’s children and their descendants, and Andrew’s

children and their descendants.

NOTICE RECIPIENTS OF THE TRUSTS

26. Pursuant to Article 20 of both Trusts, both Jeremy and Andrew are

the designated Notice Recipients of both Trusts.

FIDUCIARIES OF THE TRUSTS

27. The Trustee of both Trusts is The Bryn Mawr Trust Company of

Delaware.

28. Article 12 of the Trusts creates the position of Trust Protector.

Article 12(a) appoints Mr. Pomerance as the initial Trust Protector of the Trusts.

Mr. Pomerance continues to serve as Trust Protector for each of the Trusts.

10
 29. On January 22, 2021, Mr. Pomerance purported to appoint Mr.

Chafkin and Ms. Edelman as additional Trust Protectors for each of the Trusts.3

30. Article 10 of the Trusts creates the position of Investment Direction

Adviser. Article 10(a) of the Trusts appoints Mr. Pomerance as the initial

Investment Direction Adviser. Mr. Pomerance continues to serve as an Investment

Direction Adviser for each of the Trusts.

31. On January 22, 2021, Mr. Pomerance purported to appoint Mr.

Chafkin and Ms. Edelman as additional Investment Direction Advisers for each of

the Trusts.

32. Article 11 of the Trusts creates the position of Distribution Adviser.

Article 11(a) of the Trusts appoints Mr. Pomerance as the initial Distribution

Adviser. Mr. Pomerance continues to serve as a Distribution Adviser for each of

the Trusts.

33. On January 22, 2021, Mr. Pomerance purported to appoint Mr.

Chafkin and Ms. Edelman as additional Distribution Advisers for each of the

Trusts.

3
The Notices of Appointment, attached hereto as Exhibit 3 (regarding Jeremy’s
Trust) and Exhibit 4 (regarding Andrew’s Trust) do not clearly indicate that Mr.
Chafkin and Ms. Edelman are to be appointed to the position of Trust Protector
over the Trusts; however, the purported “acceptances” they signed indicate that
they intend to assume this position as well.

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 SITUS, GOVERNING LAW, AND JURISDICTION
34. Article 21 of the Trusts provides that the Trusts are Delaware trusts

and shall be construed and administered under the laws of Delaware.

35. The sole Trustee of the Trusts is a Delaware trust company.

36. 12 Del. C. § 3340 provides that a trust shall be deemed

administered in Delaware if “[t]he sole trustee is an individual residing in

[Delaware] or a corporation or other entity having an office for the conduct of trust

business in [Delaware].”

37. 12 Del. C. § 3332(b) provides that “the laws of [Delaware] shall

govern the administration of a trust while the trust is administered in

[Delaware][.]”

38. Accordingly, the situs of the Trusts is Delaware and Delaware law

governs the construction and administration of the Trusts.

FACTS
A. Jeremy and Andrew Found Skillz
39. In or around 2009, Jeremy conceived of the idea of a company that

would monetize skill-based video games, and allow players to meaningfully

compete against one another on a platform that delivered a high-quality, reliable

user experience.

40. Jeremy shared his idea with Andrew, who decided to move forward

with the venture. The two brothers frequently discussed many aspects of how to

12
build and run the business, and Andrew frequently sought Jeremy’s advice on

matters ranging from software development to personnel management. In

exchange for providing the concept of the business model to Andrew, Jeremy

received 5% of the founding equity in the company that ultimately became Skillz.

41. Armed with Jeremy’s vision, Andrew founded Skillz with Mr.

Chafkin in 2012.

42. Skillz, a Delaware corporation that is headquartered in San

Francisco, California, has become a leading mobile games platform that allows

players to connect in meaningful competition. Skillz has used its patented

technology to host billions of casual eSports tournaments for millions of mobile

players worldwide, and distributes millions in prizes each month.

43. Skillz became a public company on December 16, 2020, after

merging with a SPAC. Skillz trades on the New York Stock Exchange under the

ticker symbol SKLZ and currently has a market capitalization over $6 billion.

B. Jeremy and Andrew Agree To Create The Trusts

44. In late 2018, Andrew approached Jeremy with a proposal to sell $1

million of Jeremy’s Skillz shares. Andrew wanted to facilitate the sale to allow an

influential investor – a global investment fund – to participate in the Company and

continue to raise its profile.

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 45. As part of these discussions, Andrew expressed purported concerns

that Jeremy had not undertaken any estate planning with respect to his Skillz stock,

including concerns that Jeremy had not entered into a prenuptial agreement.

Andrew suggested that Jeremy put his Skillz stock in a trust for the benefit of his

then-unborn child and have the trust sell some of the Skillz stock and use the

money to buy investment property.

46. Jeremy was interested in Andrew’s suggestion. From the outset of

the discussions, however, Jeremy made clear to Andrew that Jeremy would need to

have control over the investments made by his trust. This intent is reflected in a

December 12, 2018 email from Andrew to Jeremy outlining the terms of a trust for

Jeremy that they had discussed.

47. In this December 12, 2018 email, with the subject line “Trust

terms,” Andrew proposed the following key terms:4

 Jeremy would put all of his Skillz stock into a trust, with his

unborn son as the beneficiary;

 Jeremy would be “the lead trustee and [Andrew] to be the other

trustee in charge of managing [Jeremy’s Trust]”;

4
A copy of the December 12, 2018 email re: Trust terms is attached hereto as
Exhibit 5.

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  The trust would sell $2 million of Skillz stock, with $1.6

million slated for a property Jeremy wanted to buy and the

remainder in cash proceeds to be managed by Jeremy; and

 Jeremy would have control over the investment of 50% of

proceeds from future stock sales, and Jeremy and Andrew

would maintain joint control over the remaining 50% of

proceeds from future stock stales.

48. Andrew confirmed that the brothers had this same understanding on

February 19, 2019, when Andrew forwarded the email to Jeremy and wrote that he

wanted to “make sure you’re ready to go on executing as we hopefully have this

lined up.”5

C. Jeremy and Andrew Jointly Engage Mintz and Gordon Fournaris

49. On December 13, 2018, Jeremy and Andrew reached out to Mr.

Pomerance, for legal advice in connection with setting up Jeremy’s trust. Andrew

forwarded his “Trust terms” email to Mr. Pomerance, and made clear that the

brothers were seeking joint representation, writing, “[a]dding in John Pomerance

who is introducing us to an estate lawyer.”

5
A copy of the February 19, 2019 email re: Trust terms is attached hereto as
Exhibit 6.

15
 50. Mr. Pomerance responded, “we will have to set up as a new client,”

and referred the brothers to Kurt Steinkrauss, a partner at Mintz who handles trusts

and estates matters.6 Mintz failed to send the brothers an engagement letter.

However, at Andrew’s instruction, Mintz structured the relationship so that

Andrew would be billed for Mintz’s services. Notwithstanding the billing

arrangement, at no point in the many communications that followed over the next

five months did Mintz indicate that it considered the attorney-client relationship to

reside solely with Andrew, and not Jeremy. Indeed, such a representation would

not be appropriate or logical for an engagement that, at its inception, solely

involved creating a trust for Jeremy’s assets.

51. Mr. Steinkrauss reviewed the “Trust terms” that Andrew and

Jeremy had agreed to. However, Mr. Steinkrauss explained that it would not be

advisable for Jeremy to create a trust of which Jeremy was also a beneficiary.

Andrew then suggested that the brothers set up two trusts: one trust that would

hold Jeremy’s Skillz stock for the benefit of their mother and Jeremy’s children,

and another trust with an equal amount of Skillz stock that Andrew would provide

from his account for the benefit of Jeremy. As Jeremy understood the

arrangement, Jeremy would give up his Skillz stock for the benefit of their mother

6
A copy of this December 17, 2018 email correspondence with Andrew, Jeremy,
and Mr. Pomerance discussing the trusts is attached hereto as Exhibit 7.

16
and Jeremy’s son, in return for an equal amount of Skillz stock for Jeremy’s own

benefit.

52. By this arrangement, Jeremy hoped to protect his assets through

sound estate planning, while still obtaining steady income from Skillz stock in

Andrew’s Trust. Andrew, in turn, would realize significant tax benefits to assist

his estate planning while providing for their mother and children.

53. Following Mr. Steinkrauss’s advice, Jeremy and Andrew resolved

to establish two trusts, with (1) Jeremy’s Trust holding the entirety of Jeremy’s

holdings in Skillz for the benefit of Jeremy’s and Andrew’s descendants and their

mother, and managed by Jeremy, and (2) Andrew’s Trust holding an equal amount

of Andrew’s stock, for the benefit of Jeremy, their descendants, and their mother,

and managed by Andrew.

54. Mr. Steinkrauss recommended that Jeremy and Andrew also engage

a Delaware law firm to set up the Delaware trusts.

55. Jeremy and Andrew jointly engaged Gordon, Fournaris &

Mammarella, PA (“Gordon Fournaris”), a Delaware law firm, and executed

engagement letters in connection with setting up the trusts. Incidentally, Jeremy’s

engagement letter with Gordon Fournaris copied Mr. Steinkrauss, and attorneys at

Gordon Fournaris routinely copied and looked to Mintz for direction with respect

to Jeremy’s Trust, further confirming Mintz’s representation of Jeremy.

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D. Gordon Fournaris Outlines The Proposed Trusts,
Including Providing Jeremy With The Power Over His Trust
56. On March 6, 2019, Michael Gordon of Gordon Fournaris sent

outlines of the terms of the Trusts to Jeremy and Andrew.7

57. The outlines explained that the Trusts would be “directed” trusts;

that is, they are trusts that, in addition to a Trustee, have fiduciaries with the power

to issue binding directions to the Trustee. These fiduciaries include a Trust

Protector, Investment Direction Advisers, and Distribution Advisers.

58. The outlines explained that the Investment Direction Advisers

would be provided with expansive and sole authority over investment decisions for

the Trusts. In this regard, Article 10 of the executed Trust Agreements provides

the Investment Direction Advisers with the “full power to direct the Trustee as to

the investments of the Trust.” The Trust Agreements further provide that the

Investment Direction Advisers have “the power to direct the Trustee to purchase,

sell and retain all of the Trust assets[.]” The Trustee is obligated to “follow the

direction of the Investment Direction Adviser with respect to all matters relating to

the management and investment of Trust assets[.]”

59. The outlines also explained that Distribution Advisers would be

similarly provided with broad and sole authority over distribution decisions for the

7
A copy of the March 6, 2019 outline for Jeremy’s Trust is attached hereto as
Exhibit 8.

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Trusts. Article 11(b) of the executed Trust Agreements provides the Distribution

Advisers with “the full power to direct the Trustee to distribute income and

principal of the Trust[.]” Article 2(b)(2) further provides that the Distribution

Advisers have “sole and absolute discretion” to direct the Trustee to distribute “all,

some or none of the net income and principal of the Trust estate” to the

beneficiaries prior to a division of the Trust. Pursuant to Article 11(b), the Trustee

is obligated to “follow the direction of the Distribution Adviser with respect to all

matters concerning the distribution of income or principal of the Trust.”

60. The outlines further explained that the Trust Protector would be

endowed with the power to, subject to certain consent rights and other contractual

conditions, appoint and remove Investment Direction Advisers and Distribution

Advisers. The Trust Protector would also have the power to make certain

unilateral modifications to the Trust Agreements for technical and administrative

reasons.

61. Accordingly, the power to remove and replace the Trust Protector

provides the power to effectively control the Trust. It was critical to Jeremy that

he have the power to remove and replace the Trust Protector of his Trust, and thus

exercise control over his Trust.

62. Notably, the outlines made clear that Mr. Gordon “typically

provides in [his] trusts that the grantor, while living and competent, followed by

19
the beneficiaries of the trust have the authority to remove and replace the Trust

Protector.”

63. Gordon Fournaris discussed the concept and role of the Trust

Protector during an introductory telephone call with Jeremy and Andrew. At no

point in time did Jeremy instruct Gordon Fournaris (or anyone else) to alter the

“typical” arrangement that Jeremy, as Grantor for his Trust, would have the power

to remove and replace the Trust Protector.

E. The First Draft of Jeremy’s Trust Agreement Provides Jeremy

With Control To Remove And Replace The Trust Protector
64. Jeremy’s lawyers at Gordon Fournaris proceeded to draft the Trust

Agreements.

65. Internal drafting notes created by a Gordon Fournaris attorney,

dated March 11, 2019, confirm that Gordon Fournaris understood Jeremy’s intent

was to personally maintain control over his trust, including the power to remove

and replace the Trust Protector. The notes state, in relevant part, “R+R (1) Grantor

(2) Grantor’s Brother . . . .”

66. Gordon Fournaris circulated the first draft of the Trust Agreements

on March 14, 2019 to Jeremy and Andrew. This draft of Jeremy’s Trust

Agreement accurately reflected Jeremy’s intent that he would have the power to

20
remove and replace the Trust Protector, followed by his brother in the event of his

death or incapacity.8

67. In this regard, Article 12(h) of the draft agreement, entitled

“Removal of Trust Protector,” provided the order of individuals with “the power to

remove any Trust Protector” as “1. The Grantor, while living and competent;

thereafter 2. The Grantor’s Brother, while living and competent[.]”

68. Similarly, the first draft of Andrew’s Trust Agreement provided

Andrew, and then Jeremy, with the power to remove and replace the Trust

Protector for Andrew’s Trust.

F. Jeremy’s Attorneys at Mintz Unilaterally And Secretly

Alter The Removal Provision Without Authorization
69. On March 19, 2019, Allison Glover, an associate at Mintz,

instructed an attorney at Gordon Fournaris to switch the order of Article 12(h) in

Jeremy’s Trust Agreement, providing Andrew with the power to remove the Trust

Protector in the first instance, and critically, removing such power from Jeremy.

Mintz gave this instruction without any direction or prior discussion with Jeremy.

Indeed, it contradicted the arrangement Jeremy had made with Andrew, Jeremy’s

express instructions to Mintz and Gordon Fournaris, and the Gordon Fournaris

outline for Jeremy’s Trust.

8
A copy of the March 14, 2019 Draft of Jeremy’s Trust Agreement is attached
hereto as Exhibit 9.

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 70. Contemporaneous notes taken by the Gordon Fournaris attorney

confirm the instruction provided by Ms. Glover: “Both Trusts --> Andrew has

power to remove/replace TP[.] Followed by Jeremy.”

71. This instruction was the first time, to Jeremy’s knowledge (though

not at the time), that anyone had suggested that Andrew, and not Jeremy, would

control Jeremy’s Trust.

72. By this modification, Andrew, and not Jeremy, would be provided

with effective control over Jeremy’s Trust.

73. Mintz delivered this instruction at the behest of Andrew, and not

Jeremy. But on the mistaken belief that Mintz was accurately conveying the

instructions of Jeremy, Gordon Fournaris modified Article 12(h) of the draft

agreement, which now provided the order as “1. The Grantor’s Brother, while

living and competent; thereafter 2. The Grantor, while living and competent[.]”

74. On March 20, 2019, Ms. Glover sent an email to Jeremy and

Andrew attaching the updated draft and redline of Jeremy’s Trust. Notably, Ms.

Glover did not include Jeremy’s Delaware counsel on this email, notwithstanding

her knowledge that Jeremy was represented by Gordon Fournaris and Mintz’s

newfound position that it never served as Jeremy’s counsel.9

9
A copy of Ms. Glover’s March 20, 2019 email is attached hereto as Exhibit 10.

22
 75. In this email, Ms. Glover, while commenting on potential tax

consequences of the appointment of Mr. Pomerance as Trust Protector,

inexplicably failed to note the key change to Jeremy’s Trust Agreement that

stripped Jeremy of his power to remove and replace the Trust Protector and gave

that power to Andrew. Though a recipient of the email, Andrew also did not

inform Jeremy of the material change to Jeremy’s Trust Agreement that was

implemented at Andrew’s behest.

76. Worse, despite the material change she had just implemented, Ms.

Glover implied that Jeremy had the power to remove and replace the Trust

Protector under the Agreement. In this regard, Ms. Glover wrote: “the trust

income would be subject to MA income tax (because Jeremy is a MA resident)

until John resigned and you found a replacement outside of MA.”

77. By their silence and misdirection, Andrew and the brothers’ agents

at Mintz ensured that the language would remain in the draft agreement, unnoticed

by Jeremy until after its execution.

78. Indeed, neither Andrew nor the brothers’ attorneys at Mintz

disclosed the change to Jeremy’s Trust Agreement in any of the communications

they exchanged with Jeremy over the next 34 days leading to the document’s

execution.

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 79. During this period, Jeremy was preoccupied with the birth of his

first child. Jeremy’s wife’s due date was the first week of April 2019. More than

ever, Jeremy needed and relied on his brother, Andrew. On April 2, 2019, the

brothers had the following text message exchange:

4/2/2019 11:59 Jeremy: I literally am sleeping like 2-4 hours a

night :(
4/2/2019 12:06 Andrew: Jesus that sounds horrible
4/2/2019 13:14 Andrew: sorry to hear that
4/2/2019 13:14 Andrew: at least you’re about to be $1M cash
richer
4/2/2019 13:14 Andrew: did you look at the docs btw? we
gotta setup the trusts
...
4/2/2019 13:15 Andrew: we should be closed by the 15th tho
4/2/2019 13:15 Jeremy: I’m just going to trust your edits
4/2/2019 13:15 Andrew: fair enough, I will handle it and
make sure we’re good to go
4/2/2019 13:15 Jeremy: Sounds good
4/2/2019 13:15 Andrew: thank you for trusting me
4/2/2019 13:15 Jeremy: Of course bro
80. But Andrew exploited Jeremy’s trust and did not inform him of the

material change that the lawyers had made to Jeremy’s Trust Agreement.

81. Moreover, Mintz took steps to ensure that Jeremy was kept unaware

of the change to Jeremy’s Trust Agreement.

82. On April 9, 2019, Jennifer Hutchinson, a legal assistant at Gordon

Fournaris, jointly sent Andrew and Jeremy copies of the Trust Agreements for

execution. Ms. Hutchinson also copied Mr. Steinkrauss and Ms. Glover on the

email. On April 22, 2019, Mr. Steinkrauss responded to Ms. Hutchinson’s email,

24
removing Jeremy (but not Andrew) from the email chain. Mr. Steinkrauss asked

to “confirm a few items” – namely that Andrew was to have sole control of his

trust and that Andrew and Jeremy were to have “joint control” over Jeremy’s trust.

He further stated that “once those are confirmed or updated, the documents can be

executed.”

83. The following day, April 23, 2019, Daniel Hayward of Gordon

Fournaris responded (without copying Jeremy):

In both trusts, Andrew alone has the authority to remove and

replace the Trust Protector (the Trust Protector in turn has the
authority to remove and replace the Trustee, Distribution
Adviser and Investment Direction Adviser). If that should be
changed, please let me know. (emphasis added).

84. Mr. Steinkrauss responded a few hours later, stating that “Andrew

is fine the way it is. They are going to sign today. We will get the documents back

to you.” 10

85. Mintz did not undertake any steps to understand whether providing

Andrew with control over Jeremy’s Trust somehow accorded with Jeremy’s intent.

Mintz did not ask him. And because Jeremy had been removed from the email

chain by Mr. Steinkrauss, Jeremy never saw this critical exchange, and was

10
A copy of this April 22-23, 2019 email correspondence between Mintz and
Gordon Fournaris is attached as Exhibit 11.

25
deprived of the opportunity to respond to the Gordon Fournaris lawyer’s query to

object and demand the original language be restored.

G. Jeremy and Andrew Execute the Trust Agreements

and Fund the Trusts
86. On April 23, 2019, 11 days after the birth of Jeremy’s first child,

Mr. Pomerance insisted that Jeremy come into Mintz’s office in Boston,

Massachusetts to execute the Trust Agreement. Due to Andrew and Mintz’s

misconduct, Jeremy’s Trust Agreement as executed provided Andrew, and not

Jeremy, with control over Jeremy’s Trust.

87. On May 10, 2019, Jeremy transferred 3,006,620 shares of Skillz

Class B Common Stock to Jeremy’s Trust and Andrew transferred 2,036,025

shares of Skillz Class B Common Stock to Andrew’s Trust.

88. In or about late May 2019, Jeremy entered into a stock purchase

agreement with Andrew and three other Skillz stockholders to sell a total of 3

million shares to the global investment fund. Pursuant to this agreement, Jeremy

received $1 million in cash and Andrew’s company added an influential investor to

enhance Skillz’s reputation and notoriety as it sought opportunities to become a

publicly traded company.

26
H. Andrew Continues to Mislead Jeremy After the Trust Agreement
Are Executed
89. After Andrew and Jeremy executed the Trust Agreements, Andrew

continued to mislead Jeremy about how the trusts operated. In June 2019, Jeremy

texted Andrew seeking clarity about the assets in the trusts, asking the following:

6/13/2019 16:01 Jeremy: Both the trusts have roughly the

same amount of shares right?
6/13/2019 16:02 Andrew: I think the kids/mom one has a little
more
6/13/2019 16:02 Andrew: but it’s like 0.75% vs. 0.5% approx
6/13/2019 16:02 Andrew: although the 0.75 is for all of those
people vs. the 0.5 is just for you
6/13/2019 16:03 Andrew: I’d figure 0.25 will easily setup
mom tho
6/13/2019 16:03 Andrew: probably less
6/13/2019 16:03 Andrew: so then the kids trust will have 0.5
after that
6/13/2019 16:03 Andrew: ya know?
6/13/2019 16:04 Andrew: anyways we can rebalance/fix it up
if it's not enough
6/13/2019 16:04 Jeremy: Sure
...
6/13/2019 16:36 Jeremy: I'm fine with Lucas and mom having
a bit more equity then me in their trust.
6/13/2019 17:22 Andrew: of course I have your back homie

90. In this exchange, Andrew falsely assured Jeremy that Jeremy is the

only beneficiary of Andrew’s Trust and promised him that Jeremy could rely on

Andrew to treat Jeremy fairly. Andrew did not inform Jeremy that, at his direction,

the brothers’ lawyers had altered Jeremy’s Trust Agreement so that Andrew, and

not Jeremy, had control.

27
 91. As this exchange also reflects, Andrew initially led Jeremy to

believe that the Trusts would be funded equally, when in fact, Andrew’s Trust (of

which Jeremy is a beneficiary) was funded with fewer shares than the Trust Jeremy

had funded.

I. Skillz Becomes a Publicly-listed Company, Providing

the Trusts an Opportunity to Liquidate Shares
92. In May 2020, Skillz was approached by Flying Eagle Acquisition

Corporation, a SPAC formed for the purpose of effecting a business combination

with one or more businesses.

93. On September 1, 2020, Skillz and Flying Eagle Acquisition

Corporation entered into an Agreement and Plan of Merger (the “Merger

Agreement”), which would result in Skillz becoming a publicly-listed company.

94. In connection with the Merger Agreement, Skillz, Flying Eagle

Acquisition Corporation, and certain stockholders, including Andrew, Jeremy’s

Trust, and Andrew’s Trust, entered into an Investors’ Rights Agreement dated

September 1, 2020, which restricted the ability of participating stockholders to sell

or transfer shares of common stock in the merged company for a period of two

years following the closing of the merger, subject to certain permitted transfers.11

11
A copy of the September 1, 2020 Investors’ Rights Agreement is attached hereto
as Exhibit 12.

28
 95. The permitted transfers include several ways the Trusts can transfer

their Skillz stock within the two-year period. For example, there is a “piggyback

registration rights” provision that allows stockholders to “piggyback” on

registrations initiated by the Company. Further, there is a provision that allows

quarterly releases of 1.5 million shares held by the Trusts commencing 180 days

following the closing.

96. On December 16, 2020, Skillz and the Flying Eagle Acquisition

Corporation completed the merger. As part of the merger, Jeremy’s Trust received

approximately 0.7477 shares of the newly merged company (“New Skillz”) for

each share of the original company it held at the time – or 1,791,805 shares of New

Skillz Class A Common Stock.

J. Pomerance Appoints Conflicted Advisers To The Trusts Without

Jeremy’s Consent And In Violation Of Several Provisions Of The Trust
Agreements
97. The Trust Agreements contain safeguards regarding the

appointment of fiduciaries that are intended to provide Jeremy with control and

comfort, preserve independence and avoid potential adverse tax consequences.

98. Jeremy’s Trust Agreement provides Jeremy with consent rights

over the appointment of any additional Investment Direction Advisers. In this

regard, Article 10(k) provides, “while the Grantor is living and competent, the

29
Trust Protector must obtain the prior written consent of the Grantor to appoint

additional and successor Investment Direction Advisers.”

99. In addition, Articles 11(i) and 12(i) of the Trust Agreements

prohibit the appointment of certain fiduciaries, including Distribution Advisers and

Trust Protectors, that are “a related or subordinate party to the Grantor or any

beneficiary of this Trust under Section 672(c) of the [Internal Revenue Code of

1986, as amended] (the “Code”).” Section 672(c) of the Code, in turn, defines “a

related or subordinate party to the Grantor” as “an employee of the grantor; a

corporation or any employee of a corporation in which the stock holdings of the

grantor and the trust are significant from the viewpoint of voting control; a

subordinate employee of a corporation in which the grantor is an executive.”

100. Mr. Pomerance, however, knowingly and willfully disregarded

these unambiguous provisions. On January 22, 2021, Mr. Pomerance purportedly

appointed two Skillz insiders, Mr. Chafkin (Skillz Chief Revenue Officer and

member of the Board of Directors) and Ms. Edelman (Skillz Vice President of

Legal), as Investment Direction Advisers, Distribution Advisers, and Trust

Protectors, of both Trusts. Mr. Pomerance made these critical appointments at the

direction of Andrew and over Jeremy’s objections.

101. The appointments are invalid for several reasons.

30
 102. Jeremy never consented, nor was asked to consent, and never

ratified the appointments of Mr. Chafkin and Ms. Edelman as Investment Direction

Advisers for Jeremy’s Trust. To the contrary, Jeremy vehemently protested,

including by sending a text to Mr. Pomerance on March 18, 2021: “[Ms. Edelman]

is not a valid trustee.” Mr. Pomerance had no defense for his misconduct,

responding: “I’m not going to debate you.”

103. Similarly, Jeremy sent a text message to Andrew on January 22,

2021, stating, “I never agreed or was asked to appoint these people to the trust.”

104. On January 25, 2021, Jeremy sent another text message to Andrew,

asking him to “[h]onor the deal” they had agreed to and “remove Charlotte and KC

from [Jeremy’s] trust.”

105. Accordingly, the appointments of Mr. Chafkin and Ms. Edelman as

Investment Direction Advisers for Jeremy’s Trust are invalid under Article 10(k)

of Jeremy’s Trust Agreement.

106. What is more, Mr. Chafkin and Ms. Edelman are employees of

Skillz, and thus constitute “related or subordinate parties” of Andrew under Rule

672(c) of the Code. As “related or subordinate parties” of the Grantor, Mr.

Chafkin and Ms. Edelman are barred from serving as Trust Protectors and

Distribution Advisers pursuant to Articles 11(i) and 12(i) of Andrew’s Trust

Agreement.

31
K. Mr. Pomerance, Ms. Edelman, and Mr. Chafkin are
Unfit to Serve as Fiduciaries
107. Even notwithstanding the contractual prohibitions, Mr. Chafkin and

Ms. Edelman, as well as Mr. Pomerance, are plainly improper selections to occupy

fiduciary positions at the Trusts. They are beholden to and lack independence

from Andrew, their long-time client and employer.

108. Mr. Chafkin has worked with Andrew since at least 2010. Mr.

Chafkin was one of the first employees of Andrew’s prior company, AisleBuyer,

the maker of a virtual shopping assistant app that allows in-store customers pay for

items on their mobile phone. Intuit Inc. reportedly paid $80 to $100 million to

acquire AisleBuyer in 2012. Mr. Chafkin and Andrew continued to work together,

co-founding Skillz in 2012. In addition to his role as Chief Revenue Officer, Mr.

Chafkin is a member of Skillz’s Board of Directors.

109. Ms. Edelman has also known Andrew for at least a decade. Before

joining Skillz as its Vice President of Legal in July 2020, Ms. Edelman was a

mergers and acquisitions attorney at Mintz and represented AisleBuyer in

connection with its sale to Intuit Inc. She continued to work with Andrew as

outside counsel to Skillz during its formation and through its rounds of financing

as a private company.

110. Mr. Pomerance is a long-time family friend of Andrew’s, and both

Andrew and Skillz are significant, long-term clients of Mr. Pomerance’s firm,

32
Mintz. Indeed, Mr. Pomerance serves as counsel for Skillz, and has assisted

Andrew with a number of both personal and professional matters over the years.

111. In addition to these longstanding personal and professional

relationships, the independence of Mr. Pomerance, Ms. Edelman, and Mr. Chafkin

is also compromised by their own significant holdings of New Skillz stock. As of

April 9, 2021, Mr. Chafkin owns 12,600,300 shares that are worth approximately

$190 million and is one of the largest Skillz stockholders. Ms. Edelman, in turn,

owns 130,413 shares that are worth approximately $2 million. Mr. Pomerance

owns 355,077 shares that are worth approximately $5 million.

112. Although Jeremy may have been comfortable with Mr. Pomerance

in a fiduciary role when the Trusts were created, he has completely lost confidence

in his ability to discharge his fiduciary obligations. Now that it is apparent that

Jeremy and Andrew’s interests are in conflict, it is incumbent on Mr. Pomerance to

resign. Mr. Pomerance, however, has chosen to service only Andrew’s interests.

113. In a telephone conversation in January 2021, Mr. Pomerance told

Jeremy that when it came to the administration of the Trusts, Mr. Pomerance

would have to comply with Andrew’s wishes and directives until such time as Mr.

Pomerance was able to sell his own valuable shares of Skillz stock. Mr.

Pomerance told Jeremy that, due to Mr. Pomerance’s recent divorce and

33
remarriage, Mr. Pomerance’s financial stability had become precarious and that he

was dependent upon the sale of his Skillz stock to fund his retirement.

114. In this conversation, Mr. Pomerance also told Jeremy that he

wanted to resign from his positions at the Trusts, but that he was unable to do so

because Andrew had threatened to sue Mr. Pomerance. By his threat, Andrew

ensured his continued control over the Trusts. And by not resigning and adhering

to the wishes of one client over another, Mr. Pomerance willfully breached his

fiduciary duties, including as a fiduciary for the Trusts and to Jeremy personally.

115. Andrew has directed the Trust fiduciaries to limit Jeremy’s monthly

distributions from Andrew’s Trust to $10,000. Given the present value of the total

assets held by Andrew’s Trust and the income generated by these assets, this

monthly distribution amount is unreasonable and arbitrary. The fiduciaries have

refused to provide any basis for the amount of $10,000. In any event, it is

improper for the fiduciaries to be taking Andrew’s direction with respect to

distributions.

116. Accordingly, all three of the fiduciaries charged with overseeing the

Trusts’ assets are disabled by serious conflicts of interest. In particular, the

fiduciaries are unable to exercise independent discretion in circumstances where

the sale of a significant amount of Skillz stock held by the Trusts may negatively

34
affect the price of their own considerable holdings of Skillz stock, or the amount of

stock that they may personally be able to sell.

117. All three fiduciaries are further disabled by their possession of

material, non-public information as Skillz insiders, which fatally restricts their

ability to adequately make investment and other decisions for trusts whose assets

are comprised overwhelmingly of Skillz stock.

118. It is plainly untenable for Mr. Chafkin, Ms. Edelman and Mr.

Pomerance to make independent investment and distribution decisions over tens of

millions of dollars of Skillz stock held in trusts affiliated with Andrew, and to have

control over the Trusts as Trust Protector.

119. Mr. Pomerance knowingly and willingly appointed improper

fiduciaries in direct violation of the unambiguous language in the Trust

Agreements. Moreover, after Jeremy informed Mr. Pomerance that the

appointments violated the terms of the Trusts, Mr. Pomerance refused to remove

Ms. Edelman or Mr. Chafkin from their positions.

120. Ms. Edelman and Mr. Chafkin have also refused to resign. Instead,

Ms. Edelman and Mr. Chafkin knowingly and willfully continue to occupy

fiduciary roles to which they were not properly appointed and that they are unfit to

hold.

35
L. Skillz Stock Sales Cause Significant Volatility and
Raise Concerns about Conflicts of Interest
121. On December 16, 2020, the date the merger closed and Skillz

became a publicly traded company, the stock price closed at $17.68 per share.

Since that time, the market for New Skillz stock has been extremely volatile,

reaching a peak of $46.30 per share on February 5, 2021 and plummeting to a low

of $12.55 per share on April 20, 2021 – a decline of $33.75 or 72.9%

122. On March 17, 2021, Skillz filed a registration statement announcing

an offering of 17,000,000 shares of New Skillz Class A common stock.

123. Pursuant to the “piggyback” registration provision Investors’ Rights

Agreement, certain stockholders, including Jeremy’s Trust and Andrew’s Trust,

(the “Selling Stockholders”), were able to request that their stock be included in

the offering. The Company was required to give the Selling Stockholders 10 days’

notice of an anticipated filing of a registration statement. If the Selling

Stockholders wanted to avail themselves of the “piggyback” registration rights, the

Selling Stockholders had 5 days to notify the Company of the number of shares

they wanted to register. However, if the underwriter for the offering advised the

Company that including shares for the benefit of the Selling Stockholders would

have an adverse effect on the price, timing, distribution, or probability of success

of the Company’s offering, the Company could limit the total number of shares

offered by the Selling Stockholders and register their shares pro rata based on the

36
respective number of shares each Selling Stockholder requested to be included in

the offering.

124. The Company announced an offering of a total of 15,000,000

shares of New Skillz Class A common stock pursuant to the “piggyback”

registration provision, allowing both Trusts to sell New Skillz stock. On March

23, 2021, Andrew filed a Form 4 with the SEC disclosing that he sold 8,402,866

shares in the offering for $23.24 per share yielding gross proceeds of

approximately $195 million. This sale represented approximately 10% of his total

Skillz holdings.

125. On March 24, 2021, Jeremy’s Trust sold 169,087 shares in the

offering yielding gross proceeds of approximately $3.9 million. This sale

represented approximately 9.26% of the Trust’s total Skillz holdings.

126. On March 24, 2021, Andrew’s Trust sold 100,659 shares in the

offering yielding gross proceeds of approximately $2.3 million. This sale

represented approximately 9.26% of the Trust’s total Skillz holdings.

127. Notwithstanding his status as a beneficiary of Andrew’s Trust, and

a Notice Recipient for both Trusts, the fiduciaries did not inform Jeremy of the

proposed offering and he was not told that stock from the Trusts would be

included.

37
 128. The Trusts fiduciaries also sold significant amounts of stock as part

of this offering. Mr. Chafkin sold approximately 10% of his Skillz holdings for

proceeds of more than $39 million. Ms. Edelman sold approximately 18.87% of

her Skillz holdings for proceeds of more than $708,000. Mr. Pomerance sold

approximately 9.22% of his Skillz holdings for proceeds of more than $764,000.

129. Given the possibility that the Company could limit the total number

of stock sales in the offering, the fiduciaries’ decision to sell their own stock as

part of the same offering raises at least a potential conflict of interest. There is a

possibility that the Trusts’ requests to register their stock could have caused the

Company to exceed the maximum number of securities that the underwriter

determined the Company could include in the offering without adversely impacting

the price, the timing, the distribution method, or the probability of the offering’s

success. This would have had an adverse impact on Mr. Pomerance’s, Mr.

Chafkin’s and Ms. Edelman’s ability to register the desired amount of their own

shares. As decision makers for the Trusts, Mr. Pomerance, Mr. Chafkin and Ms.

Edelman were in a position to limit the number of shares the Trusts included in the

Trusts’ requests for registration, thereby ensuring that they were free to register an

unlimited number of their own shares for their own benefit.

130. The market reacted negatively to the offering, which diluted

shareholder value and may have created a perception that the selling stockholders,

38
three of whom were Skillz insiders, had lost confidence in the Company. Between

March 17, 2021 and March 24, 2021, New Skillz stock price dropped $9.38, or

31.9%.

131. Instead of informing Jeremy of the sales of New Skillz stock, the

purported fiduciaries took further steps to keep Jeremy in the dark. On April 3,

2021, in response to Jeremy’s request for an accounting of the Trusts’ assets, a

lawyer for Mr. Pomerance, Mr. Chafkin, and Ms. Edelman sent Jeremy’s lawyer an

account statement for each trust. Although he sent the documents on April 3,

2021, when March month-end statements would have been available, both

statements were dated March 23, 2021 – one day before the Trusts sold their New

Skillz stock, leaving Jeremy unaware of the significant stock sale that had already

taken place.

132. On April 20, 2021, Skillz stock closed at $12.55 per share, the

lowest close since the SPAC merger.

133. The next opportunity for the Trusts to sell their New Skillz stock

will be on or about June 14, 2021. Pursuant to the Investors’ Rights Agreement,

1,500,000 shares will be released from the transfer restrictions each quarter

beginning on or about June 14, 2021 (180 days following the closing of the

merger).

39
 134. Due to the high volatility and limited opportunities to sell New

Skillz stock, it is imperative that the Trusts are administered by new fiduciaries

that are truly independent and able to make investment decisions in the best

interests of the beneficiaries uncolored by personal holdings or professional ties, as

is currently the situation.

K. Jeremy Discovers the Fraudulent Scheme

135. In the fall of 2020, Jeremy began to suspect that Andrew and Mr.

Pomerance had not been entirely forthcoming with him regarding the Trusts.

136. On September 22, 2020, Jeremy exchanged text messages with Mr.

Pomerance regarding the operation of the Trust Agreements. He asked Mr.

Pomerance whether he sought approval from Andrew for his decisions, stating

“I’m assuming we aren’t checking with Andrew over every decision.” Mr.

Pomerance admitted that he was taking direction from Andrew, but claimed that it

only related to the money that Andrew contributed. As a fiduciary, Mr. Pomerance

should not have been taking directions from Andrew for either Trust.

137. Jeremy and Mr. Pomerance then engaged in a discussion that

reflected a misunderstanding on Jeremy’s part of how the Trust Agreements

worked. Rather than clarify the structure for Jeremy, Mr. Pomerance either dodged

Jeremy’s questions or lacked basic knowledge as to the Trusts for which he served

as a fiduciary. Mr. Pomerance even wrongly suggested that there was just one

40
trust notwithstanding that he served as Trust Protector for both Trusts. Mr.

Pomerance suggested that they confer with other attorneys at Mintz, including Mr.

Steinkrauss, to answer Jeremy’s questions.

9/22/2020 17:09 Jeremy: There’s like $25m worth of stock that

needs to get diversified at some point in your trust and another
$25 in mine
9/22/2020 17:09 Jeremy: (One I am trustee of)
9/22/2020 17:09 Pomerance: ?
9/22/2020 17:09 Jeremy: I would think we are going to sell that
stock off after the lock is done
9/22/2020 17:10 Pomerance: I thought one trust.
9/22/2020 17:10 Jeremy: No there are two trusts
9/22/2020 17:10 Jeremy: Your trustee of one that I’m
beneficary [sic] of
9/22/2020 17:10 Jeremy: I’m trustee of the other that Lucas and
my mom are beneficiaries of
9/22/2020 17:10 Jeremy: Both have the same amount of stock
9/22/2020 17:11 Jeremy: That adds up to about 1 percent of
outstanding shares
9/22/2020 17:11 Jeremy: (Between the two)
9/22/2020 17:11 Pomerance: Ok we gotta have a call on all of
this with Quinn, Kurt and AP.
...
9/22/2020 17:12 Pomerance: Let’s get a call
9/22/2020 17:12 Pomerance: I’ll ask Quinn

138. Further, Jeremy explained to Mr. Pomerance his belief that he was

supposed to receive the income from the property that was held by Andrew’s Trust

in cash every month. Again, Mr. Pomerance neither confirmed nor denied

Jeremy’s understanding and pushed to have a call with the other lawyers.

9/22/2020 17:13 Jeremy: The other point is that all the income from
Wellesley

41
 9/22/2020 17:13 Jeremy: And any other property is supposed to get paid
to me in cash every month
9/22/2020 17:13 Jeremy: That’s owned by the trust you control
...
9/22/2020 17:16 Jeremy: This was all agreed to when we set this up and I
signed the shares over
9/22/2020 17:16 Pomerance: Ok
...
9/22/2020 17:18 Pomerance: We need the call.
9/22/2020 17:18 Pomerance: Text is not gonna straighten this out.
9/22/2020 17:18 Jeremy: Ok I’ll let you organize it

139. Increasingly concerned with the behavior of his brother, Andrew,

and Mr. Pomerance, Jeremy retained independent counsel and demanded his files

from both Mintz and Gordon Fournaris.

140. Mintz refused to provide Jeremy’s file to him, and has now taken

the incredible and erroneous position that Jeremy was never a client of Mintz.

141. Mintz’s position is belied by countless emails and text messages in

which Mintz attorneys acknowledge the representation of Jeremy and take no

action to dispel what it now must contend was confusion. As just a few examples:

 A March 19, 2019 email from Mr. Steinkrauss to JPMorgan

Trust (then being considered for the position of Trustee):

“[H]ave you been able to review the trusts given your role as

Administrative Trustee for Andrew’s trust? Also – Jeremy may

42
 need you to be more than just the administrative trustee on his

trust.”12

 An April 2, 2019 email in which Mr. Hayward of Gordon

Fournaris introduced Jeremy and Andrew to The Bryn Mawr

Trust Company and copying Mr. Steinkrauss and Ms. Glover:

“I have also copied their estate planning counsel, Kurt

Steinkrauss and Alison Glover of Mintz.”13

 A May 13, 2019 email from Ms. Glover to The Bryn Mawr

Company and Mr. Hayward: “It will be easier for you to call

the clients Andrew/Jeremy directly . . .”14

 A July 16, 2020 email from Quinn Hetrick, a Mintz associate,

to Mr. Hayward at Gordon Fournaris: “I believe your firm

drafted two trusts for our m?utual [sic] clients – Andrew and

Jeremy Paradise (the Andrew Paradise Dynasty Trust dated

May 25, 2019 and the Jeremy Paradise Dynasty Trust dated

April 30, 2019).”15

12
A copy of Mr. Steinkrauss’ March 19, 2019 email is attached hereto as Exhibit
13.
13
A copy of Mr. Hayward’s April 2, 2019 email is attached hereto as Exhibit 14.
14
A copy of Ms. Glover’s May 13, 2019 email is attached hereto as Exhibit 15.
15
A copy of Mr. Hetrick’s July 16, 2020 email is attached hereto as Exhibit 16.

43
 142. Gordon Fournaris, however, promptly complied with Jeremy’s

request for his file and provided it to him. Much to Jeremy’s surprise, the file

contained numerous instances of Mintz attorneys, as detailed above, providing

unauthorized and surreptitious instructions, including the critical change to

Jeremy’s Trust Agreement that removed his power over the Trust Protector.

143. Jeremy’ counsel also requested an accounting of the Trusts.

Pursuant to the Trust Agreements, Jeremy, as Notice Recipient of both Trusts, is

entitled to periodic statements reporting all investments, dispositions, receipts,

distributions, expenses and other transactions of the Trusts. Jeremy never received

such statements.16

144. Accordingly, in February 2021, Jeremy’s counsel asked the Trustee

and Mr. Steinkrauss to provide an accounting of both Trusts. Over the course of

several weeks, Mr. Steinkrauss delayed providing any documents with shifting

excuses. Finally, on April 3, 2021, Jeremy’s counsel received the March 23

statements that misleadingly concealed the millions of dollars of sales of Skillz

stock made by the Trusts on March 24. Jeremy never received the full accounting

for the Trusts demanded by his counsel.

16
Indeed, Jeremy never even received executed copies of the final Trust Agreements
until February 2021, at which point he was able to retain them upon the request of
his counsel.

44
 145. As a result of these hostilities, Jeremy’s relationships with Mr.

Pomerance and the other fiduciaries have deteriorated to such an extent that at one

point, Mr. Pomerance refused to communicate with Jeremy directly, and instead

insisted that all communications go through their respective counsel. Indeed, all

parties have had to spend a significant amount of time and resources to facilitate

what should be routine communications between the fiduciaries and the

beneficiaries concerning the administration of both Trusts. The Trusts will

ultimately have to bear many of these expenses.

146. Despite Jeremy’s good faith efforts, including, but not limited to,

providing to the fiduciaries’ Delaware counsel a draft of this Petition (which was

forwarded to Andrew’s Delaware counsel) more than 24 hours in advance of the

filing of this Petition in a good faith attempt to reach an extra-judicial resolution,

which was rejected by the fiduciaries and Andrew, it is evident that Andrew and

his subordinates will not resolve the situation they have created without

intervention from this Court.

COUNT ONE
REFORMATION BASED ON MISTAKE
147. Jeremy repeats and realleges the allegations set forth in the

preceding paragraphs of the Petition as if fully set forth herein.

45
 148. Prior to the drafting and execution of Jeremy’s Trust Agreement,

Jeremy agreed with his brother Andrew that, in forming two trusts, Jeremy would

maintain control over his Trust.

149. Jeremy made his intent clear to his counsel, including his attorneys

at Mintz and Gordon Fournaris.

150. Counsel understood that instruction, and prepared memoranda and a

draft trust agreement that provided Jeremy, in the first instance, with the power to

remove and replace the Trust Protector of Jeremy’s Trust.

151. At no time did Jeremy agree to or instruct his counsel to remove

that power from him, and to provide it to Andrew, or any other individual or entity.

152. As executed, however, Jeremy’s Trust Agreement does not provide

Jeremy with the power, in the first instance, to remove and replace the Trust

Protector of Jeremy’s Trust.

153. Jeremy executed his Trust Agreement on the mistaken belief that

the agreement did in fact provide him with such power over the Trust Protector.

He was unaware that, due to a mistake in the preparation of his Trust Agreement,

his counsel had altered, without Jeremy’s knowledge, the Trust Agreement and the

document now provided such power to Andrew.

154. Jeremy is entitled to reformation of Jeremy’s Trust Agreement on

the grounds of unilateral mistake.

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 COUNT TWO
REFORMATION BASED ON FRAUD
155. Jeremy repeats and realleges the allegations set forth in the

preceding paragraphs of the Petition as if fully set forth herein.

156. Prior to the drafting and execution of Jeremy’s Trust Agreement,

Andrew and his agents represented to Jeremy that Jeremy would have control over

Jeremy’s Trust, and that Jeremy would be the beneficiary of Andrew’s Trust, with

both Trusts to be funded with an equal amount of Skillz shares. Based on these

representations, Jeremy also understood that he would receive reasonable

distributions from Andrew’s Trust such that Jeremy would be able to cover his

living expenses and finance his growing real estate business.

157. These representations were false. In fact, Andrew and the attorneys

at Mintz knew that Andrew would have control over both Trusts given Andrew’s

power to remove the Trust Protector, and that Andrew’s Trust (of which Jeremy

was to be the sole beneficiary) would be funded with significantly fewer shares of

Skillz stock. Jeremy was also unaware that any future children of his or of

Andrew’s would be additional beneficiaries of Andrew’s Trust.

158. Jeremy’s counsel and Andrew intentionally caused the error and

remained silent about it so as to exploit the error for Andrew’s benefit.

159. Through these false statements, Andrew and his agents intended to

induce Jeremy into transferring a significant portion of Jeremy’s personal wealth

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into an irrevocable trust that Andrew could then control. Through Andrew’s

command of both Trusts, Andrew would be able to influence the number of Skillz

shares placed on the market at a given time, and Andrew’s future children would

be able to benefit from Jeremy’s wealth.

160. Jeremy justifiably relied on these false representations made by his

brother, Andrew, and their attorneys.

161. In reliance on these false statements, Jeremy agreed to transfer his

most valuable assets into an irrevocable trust.

162. As a result of the actions taken in reliance on these false statements,

Jeremy has been irreparably harmed. Jeremy no longer has control over or

beneficial interest in the significant assets that he transferred to Trust, nor has he

been able to receive reasonable distributions as a beneficiary of Andrew’s Trust.

163. Jeremy is entitled to reformation of Jeremy’s Trust Agreement on

the grounds of fraud.

COUNT THREE
DECLARATORY JUDGMENT
164. Jeremy repeats and realleges the allegations set forth in the

preceding paragraphs of the Petition as if fully set forth herein.

165. The Trust Protector purported to appoint Mr. Chafkin and Ms.

Edelman as Investment Direction Advisers for Jeremy’s Trust.

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 166. Article 10(k) of Jeremy’s Trust Agreement requires the Trust

Protector to obtain Jeremy’s consent for any appointment of additional Investment

Direction Advisers.

167. The Trust Protector did not seek nor obtain Jeremy’s consent for the

appointment of Mr. Chafkin and Ms. Edelman.

168. The Trust Protector also purported to appoint Mr. Chafkin and Ms.

Edelman as Trust Protectors and Distribution Advisers for Andrew’s Trust.

169. Articles 11(i) and 12(i) of Andrew’s Trust Agreement prohibits the

appointment of persons as Trust Protectors or Distribution Advisers that are “a

related or subordinate party to the Grantor or any beneficiary of this Trust under

Section 672(c) of the Code.” Section 672(c), in turn, defines “a related or

subordinate party to the Grantor” as “an employee of the grantor; a corporation or

any employee of a corporation in which the stock holdings of the grantor and the

trust are significant from the viewpoint of voting control; a subordinate employee

of a corporation in which the grantor is an executive.”

170. Mr. Chafkin and Ms. Edelman are employees of Skillz, a company

for which Andrew is the controlling stockholder and serves as its CEO.

Accordingly, Mr. Chafkin and Ms. Edelman are “related or subordinate” parties to

Andrew and are ineligible to serve as Trust Protectors or Distribution Advisers of

Andrew’s Trust under Article 11(i) of Andrew’s Trust Agreement.

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 171. The Trust Protector has refused to withdraw the appointments or

otherwise remove Mr. Chafkin and Ms. Edelman from their positions, and Mr.

Chafkin and Ms. Edelman have refused to resign.

172. There is a justiciable controversy concerning whether the

appointments of Mr. Chafkin and Ms. Edelman as Investment Directions Advisers

of Jeremy’s Trust were valid and effective under the Trust Agreements.

173. There is a justiciable controversy concerning whether the

appointments of Mr. Chafkin and Ms. Edelman as Trust Protectors and

Distribution Advisers of Andrew’s Trust were valid and effective under the Trust

Agreements.

174. As a result of the foregoing, Jeremy seeks an order declaring the

appointments of Mr. Chafkin and Ms. Edelman as Trust Protectors and

Distribution Advisers of Andrew’s Trust and the appointment of Mr. Chafkin and

Ms. Edelman as Investment Distribution Advisers of Jeremy’s Trust as invalid and

ineffective under the Trust Agreements.

COUNT IV: REMOVAL OF FIDUCIARIES

175. Jeremy repeats and realleges the allegations set forth in the

preceding paragraphs of the Petition as if fully set forth herein.

176. Mr. Pomerance has engaged in willful misconduct and shown

himself to be an unfit fiduciary. Mr. Pomerance knowingly and willfully

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appointed invalid fiduciaries to the Trusts in violation of the clear terms of the

Trust Agreements. Mr. Pomerance compounded his error by refusing to remove

the invalid appointees upon Jeremy’s objection.

177. Mr. Pomerance also has openly acknowledged that, far from

serving solely the interests of the Trusts, he takes direction from Andrew and will

not act contrary to Andrew’s instructions.

178. Mr. Pomerance’s loyalties to Andrew, coupled with his own

significant Skillz holdings, also create an impermissible conflict of interest,

preventing Mr. Pomerance from complying with his fiduciary duties and acting in

the best interests of the Trusts.

179. Ms. Edelman and Mr. Chafkin have engaged in willful misconduct

and shown themselves to be unfit fiduciaries. Ms. Edelman and Mr. Chafkin

continue to willfully and wrongfully occupy fiduciary roles with respect to both

Trusts, knowing that their appointments were invalid and in breach of the Trusts’

express terms.

180. As Skillz employees, Ms. Edelman and Mr. Chafkin are Andrew’s

subordinates and are therefore beholden to Andrew.

181. Ms. Edelman’s and Mr. Chafkin’s loyalties to Andrew, coupled with

their own significant Skillz holdings, create impermissible conflicts of interest that

51
prevent them from complying with their fiduciary duties and acting in the best

interest of the Trusts.

182. As with Mr. Pomerance, Ms. Edelman and Mr. Chafkin are following

Andrew’s instructions with respect to the administration of the Trusts, including with

respect to investment and distribution decisions.

183. Because of their competing loyalties and conflicts of interests, Mr.

Pomerance, Ms. Edelman, and Mr. Chafkin are unfit and unable to administer the

Trusts in the best interests of the beneficiaries.

184. These competing loyalties and conflicts of interests have also

resulted in hostility between Mr. Pomerance, Ms. Edelman and Mr. Chafkin, on the

one hand; and the beneficiaries of both Trusts to whom they owe fiduciary duties,

on the other, that threatens the efficient administration of the Trusts.

185. As a result of the foregoing, Jeremy seeks an order for the immediate

removal of Mr. Pomerance, Ms. Edelman, and Mr. Chafkin from all fiduciary

positions they presently occupy at both Trusts, including the positions of Trust

Protector, Investment Direction Adviser, and Distribution Adviser.

COUNT V: REQUEST FOR ACCOUNTING

186. Jeremy repeats and realleges the allegations set forth in the

preceding paragraphs of the Petition as if fully set forth herein.

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 187. Pursuant to Article 23(a) of the Trusts, Jeremy, as Notice Recipient,

is entitled to periodic statements of accounting of the Trust assets from the Trustee.

Specifically, the accounting must report “all investments, dispositions, receipts,

distributions, expenses, and other transactions of the Trust since the immediately

prior statement, and show all cash, securities, and other property held as part of

each trust at the end of the accounting period.”

188. Through counsel, Jeremy has requested an accounting of both

Trusts pursuant to this provision.

189. To date, Jeremy has not received an accounting with respect to

either Trust.

190. As a result of the foregoing, Jeremy seeks an order directing the

Trustee to immediately produce an accounting for both Jeremy’s Trust and

Andrew’s Trust, as required by Article 23 of the Trusts and applicable law.

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 PRAYER FOR RELIEF
WHEREFORE, Petitioner respectfully requests that this Court award the

following relief:

(a) An order reforming the Jeremy Paradise Trust Agreement, by

removing the third and fourth sentences of Article 12(h), and
replacing them with the following new sentence:

1. The Grantor, while living and competent; thereafter

(b) An order declaring the appointments of Mr. Chafkin and Ms.

Edelman as fiduciaries of the Trusts to be invalid, null and void,
and without effect;

(c) An order removing Mr. Pomerance, Mr. Chafkin and Ms.

Edelman as fiduciaries of the Trusts pursuant to 12 Del. C. §§
3327 & 3581;

(d) An order appointing a qualified and independent Trust

Protector to both Trusts;

(e) An order directing the Trustees of both Trust to provide an

accounting;
(f) An order awarding Petitioner his reasonable legal fees and
expenses; and
(g) An order granting such other relief that the Court may deem
just and appropriate.

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OF COUNSEL:
Nathan Bull
MCDERMOTT WILL & EMERY LLP
340 Madison Avenue
New York, NY 10173
Caitlyn M. Campbell
MCDERMOTT WILL & EMERY LLP
200 Clarendon Street, Floor 58
Boston, MA 02116
Dated: April 24, 2021
55
MCDERMOTT WILL & EMERY LLP
/s/ Ashley R. Altschuler
Ashley R. Altschuler (#3803)
Ethan H. Townsend (#5813)
The Nemours Building
1007 North Orange Street, 10th Floor
Wilmington, DE 19801
Tel.: (302) 485-3910
aaltschuler@mwe.com
ehtownsend@mwe.com
Attorneys for Jeremy Paradise