22STCV09106

Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Rupert Byrdsong
Electronically FILED by Superior Court of California, County of Los Angeles on 03/15/2022 12:52 PM Sherri R. Carter, Executive Officer/Clerk of Court, by R. Perez,Deputy Clerk

I FRANK W. NEMECEK (SBN 62260)

NEMECEK & COLE
2 A Professional Corporation
16255 Ventura Boulevard, Suite 300
J Encino, Califomia 9 | 436-2300
Tel: (818) 788-9500 / Fax: (818) 501-0328
4
Attomeys for Plaintiff
5 SITzuCK GROUP, LLC

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES - STANLEY MOSK COURTHOUSE

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11 SITRICK GROUP, LLC, Case No.
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,-l a6; t2 Plaintiff,
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O a6= COMPLAINT FOR:
*16 l3 (I)BREACH OF WRTTTEN CONTRACT;
€ 5sf (2) OPEN BOOK ACCOUNT
M 5sE 14 JOHN POWERS MIDDLETON aka JOHN P
r! MIDDLETON aka JOHN MIDDLETON and (3) ACCOUNT STATED;
O ad8 (4) WORK, LABOR, AND SERVICES;
tr.] l5 DOES 1-10, inclusive,
ztrl ESU AND
Defendants.
z <=z 16 (5) OPEN BOOK ACCOUNT FOR
REASONABLE VALTIE OF SERVICES
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COMPLAINT
3087419.t I 2489 l2l
 1 Plaintiff Sitrick Group, LLC ("Plaintiff') complains and alleges as follows

2 GENERAL ALLEGA TIONS

J 1, Plaintiff is, and at all times material hereto was, a limited liability company duly

4 organized and existing under the laws ofthe State of Delaware, with its principal place ofbusiness

5 located at 1 1999 San Vicente Blvd Penthouse, Los Angeles, CA 90049.

6 2. Plaintiffis informed and believes, and based thereon alleges, that defendant John

7 Powers Middleton aka John P. Middleton aka John Middleton ("Middleton") is, and at all times

8 relevant hereto was, an individual residing in the State of California.

9 3. The true names and capacities of defendants DOES 1 through 10, inclusive,

10 whether individual, corporate, associate, or otherwise, are unknown to Plaintiff at this time, who
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therefore sues said defendants by such fictitious names, and when the true names and capacities of
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' F ^.- 12 such defendants are ascertained, Plaintiffwill seek leave of Court to amend this Complaint to
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L,ra-= l3 insert same. Plaintiff is informed and believes and thereon alleges that each defendant named as a
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iil $pE 14 DOE is responsible for each and every act and obligation hereinafter set forth.
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v? _. l5 4. The obligation sued upon herein was incurred in, and is payable in, the County of
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A <4= t6 Los Angeles. State of Califomia

17 5. Said obligation is commercial in nature, not based upon a retail installment sales
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18 contract or a conditional sales contract, and not subject to the provisions of Civil Code sections

19 l8l2.l0 and2984.4.

20 6. The written contract between Plaintiff and Middleton ("the engagement

21 agreement") provides for the resolution ofall disputes arising out ofor relating to the engagement

22 agreement by final binding arbitration through the Judicial Arbitration and Mediation Services

,1-S ("JAMS) in Los Angeles, Califomia. By frling this lawsuit, Plaintiffdoes not intend to waive
24 its rights to binding arbitration before JAMS, as provided in the engagement agreement.

25 Instead, Plaintiff has instituted this lawsuit for the purpose of obtaining provisional reliefagainst

26 Middleton in order to avoid the rendering ofan arbitration award against Middleton ineffectual.

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2
COMPLAINT
3081 179 I I 2489 -t21
 1 FIRST CAUS E OF ACTION

2 (Breach of Written Contract as Against Middleton and all DOES)

J 7. Plaintiffhereby refers to and incorporates paragraphs I through 6, inclusive, ofthis

4 Complaint by this reference, as though set forth in full herein.

5 8. On or about May 18,2020, at Los Angeles, Califomia, Plaintiff on the one hand,

6 and Middleton on the other, entered into the engagement agreement whereby Plaintiff agreed to

7 provide public relations and consulting services to Middleton. A true copy of the engagement

8 agreement is attached hereto as Exhibit 1

9 9. Plaintiff has performed all ofthe conditions, covenants, and promises in accordance

10 with the terms of the engagement agreement.

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l1 10. Middleton breached the engagement agreement by failing to pay the sum of
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JQOE t2 $757,683.71 due to Plaintiff for the services it performed for Middleton.
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13 11. By reason of Middleton's breach, Plaintiff has been damaged in the sum of
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iiiSpE 14 $757,683.71, plus interest, costs and attomey's fees.
9EaB 15 SECO CAUSE OF ACTION
HHe:
6835 16 (Open Book Account as Against Middleton and all DOES)
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t7 12. Plaintiff hereby refers to and incorporates paragraphs I through 6, inclusive, as
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18 though set forth in full herein.

19 13. Within the past four years, in Los Angeles County, Califomia, Middleton became

20 indebted to Plaintiffon an open book account for money due in the amount of$757,683'71 for

2l public relations services provided by Plaintiffto Middleton under the terms of the engagement

22 agreement, for which the latter agreed to pay.

23 14. Neither the whole nor any part ofthe above sum has been paid by Middleton,

24 although a demand therefor has been made, and there is now due, owing, and unpaid the sum of
25 5757,683.71, plus interest, costs and attomey's fees.

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COMPLAINT
3087479-t t 2449.121
 1 THIRD CA OF ACTIO

2 (Account Stated as Against Middleton and all DOES)

3 15. Plaintiff hereby refers to and incorporates paragraphs 1 through 6, inclusive, ofthis

4 Complaint by this reference, as though set forth in full herein'

5 16. Since on or about June 2020 through on or about January 2022' there was an

6 account stated between Ptaintiffand Middleton, for services rendered to Middleton on which

7 stated account the sum of $757,683.71 was agreed upon as the balance due to Plaintiff.

8 17. Neither the whole nor any part of the above sum has been paid by Middleton,

9 although demand therefore has been made, and there is now due, owing and unpaid the sum of

10 fi757,683.7 | as of January 2022, pltss interest, costs and attomeys' fees.

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t1 F'OURTH CAUSE OF ACTION
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l9(jE t2 (Work, Labor, and Services Against Middleton and all DOES)
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\-,r96= 13 18. Plaintiffhereby refers to and incorporates paragraphs 1 through 6, inclusive, ofthis
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V)'a t4 Complaint by this reference, as though set forth in full herein'
Hfi;P 15 19. Since on or about June 2020 through on or about January 2022, Middleton became
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Ertuu t6 indebted to Plaintiff in the agreed sum of S7 57 ,683 .71 for work, labor, and services rendered by
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17 Plaintiff at the special request of Middleton.
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19 demand has been made for payment, and there is now due, owing, and unpaid from Middleton to

20 Plaintiff the sum of$757,683.71, plus interest, costs and attomeys' fees.

21 FIFTH CAUSE OF ACTION

22 (Open Book Account for Reasonable Value of Public Relations

,1-.) Services Against Middleton and all DOES)

24 21. Plaintiff hereby refers to and incorporates paragraphs 1 through 6, inclusive, ofthis

25 Complaint by this reference, as though set forth in full herein.

26 22. Within the last four years, Middleton became indebted to Plaintiff on an open book

27 account for public relations rendered and costs and expenses advanced to Middleton in an

28 aggregate reasonable value of not less than $757,683.71.

4
COMPLAINT
3081479-t l24a9.l2l
 I 23. No part ofsaid sum has been paid, although demands for payment were made.

2 Consequently, Middleton owes such sum to Plaintiffplus interest, costs and attorneys' fees.

4 WHEREFORE Plaintiff prays for judgment against Middleton as follows:

5 1. For damages in the principal sum of $757 ,683.71l'

6 2. For interest on the principal sum at the rate of 10% per annum;

7 3. For costs ofsuit incurred herein;

8 4. For attomeys' fees; and

9 5. For such other and further reliefas the Co just and proper.

E. 10

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r! DATED: March15,2022 By:
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*16 13 SITRICK GROUP, LLC
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COMPLAINT
3087419 _t I 2489 12t
EXHIBIT 1
 SITzuCK AND COMPANY
r uir . (;6rp, r Siri.r ll.(j

May 18,2020

John Middleton
Email: iohnpo*ersmiddlcton@emai l,com

Dear John:

This letter, when accepted on behalf of John Middteton ("client") as provided

below, will constitute the agreement with respect to the engagement of Sitrick And
Company, a unit of Sitrick Group, LLC ("sitdck") as corporate communicatiols
advisor,
specialist and consultant on the following terms and conditions (..Agreement
):
l. client, effective as of May rg, zo2o, has retained Sitrick to provide consurting
advice and public relations services.

2. client shall pay Sitrick a non-refundable retainer of $60,000 as a minimum annual

fee' The initial retainer referenced in the preceding sentence will be paid by wire
transfer to Sitrick in tu,o installrnens as follows: (a) $30,000 immeiiately upon
the signing of this Agreement by Client, and (b) $30,000 two weeks following'the
signing of this Agreement by Client. Sitrick,s rime charges will be billed ai the
hourly rate range of Sl95 to S1,250, depending oa the-pcrson pcrforoing tlc
services. The Sitrick execurives whom are anticipated to k primarily prori-diog
sewices are Michael Sitriclq who charges $1,250 an hour; Sallie ifof.";rt..,
whose billing rate is $895 an hourl Nicolc Swartz, whosc rqte is $2lO; Bergenia
Yu, who bills at $195 an hour; Matthew Fer4 whose hourly rate is $44j and
Chris Eklund, who bills ar $295. During the year for *hich a retainer is
applicable, the retainca will be applied against timi charges ,ntil the retainer has
been exhausted- Therealter, additional time charges in any year will be biled as
rlcurr-ed. Time charges are computed on a portil-to-poriai busis for any ravel
time for meetings held outside of Sirick s offices. ti one of our professionals
performs multiple tasks for client dwing the course of the day, our statement
will
describe those tasLs in a continuous narrative form accompanied by single time
entry for all tasks. Time is charged by Sitrick in increments of onequartir of an
hour. Billing rates .!re adj usted at tle end of each calendar year, but no annual
rate increase which exceeds an additional l0% will be invoiced to client without
Client's approval. Reimbursable costs are not applied against the retainer and
will be billed separately on rhe invoice. clienr's obigation to pay Sitrick for time
charged and for costs and expenses is uot coniingent upon obtaining any
particular result(s).

l1999.Srn Vientc lloulcr,:ud / Peotlousc / lns A ngdcs, O\ 900.19 / of6cc 310 788 2850 ,i far 310 788 28;s
r-os.\frG!u.FS NF.V/YORK SAN Ftur.n*(IISCO ts()SION V,\SHIN(;TON D.C.
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 May 18, 2020

In additiorL we customarily request a ,,success fee" if we believe we have

performed services for a client rvhich result in sip.ificant benefits to the client
beyond those rve belleve a normal consulting and public relations firm could
achieve. In this event, we would meet with you in advance and discuss any such
proposed fee with you, which success fee would be subject to yow agreement.

Please review our invoices upon receipt. If you have any questions, please feel
free to contact us. However, unless we receive written noiification to thc contrarl.
within thirty days of the date of the invoice, we will assume thal there is no
objection to thc invoice as submitted, and in the absence of such wfitten
objection, Client agrees to the reasonableness of the fees and costs charged and
the necessity ofthe services rendered under this engagement.

Client shall, within twenty days of date ofinvoice, pay Sitrick for (a) any and all
fees (which were not covered by a retainer as described abovc), and (b) for all out
of pocket costs and expenses (which were not covered by an expense advance)
which are incurred by Sitrick in connection with its engagement hereunder. Such
costs and expenses include, without limitation, travel costs, productioa costs, long
distance and photocopy charges, advertisements and other out-of-pocket costs and
expenses. With respect to travel costs, Client will reimburse Sitrick for actual
costs incurred, unless non-commercial transportation is used, in which case Client
will reimburse Sitrick for transportation costs (and time) that Sitrick would have
incuned by using commercial 6ansportation. Sitrick will obtain Client approval
before iacurri:rg any travel costs, and Sitrick shall seek preapproval of any
individual (per-item) out-of-pocket cost or expense in excess of $500. Client
agrees that Sitrick shall have the right, at the conclusion or termination of the
engagement, to app[y any unused expense advance against unpaid fees.

). Sitrick's engagement hcreunder may bc terminated by either party by written

noticc. All provisions of this Agreement relating to the payment of fees, time
charges, costs and expenses and indemnification will survive conclusion of the
engagement or any termination ofthe engagement by either party.

+ In the event any employce of Sitrick, at any tirte, is required or requested to

participate or provide testimony, documents or otLet evidence in any third-party
action, arbitration or other proceeding relating, directly or indtectly, to our
engagement, whether or not our engagement has been terminated or concluded,
Client shall pay Sirick for the time spent in preparing for and providing such
participation or testimony, at Sitrick's then standard billing rates, and for any costs
and expenses, including atlomeys' fees, incuned in connection therewith.

5. Client agrees to indemnily and hold harmless Sirick, its members, shareholders,
parent company, affiliates, officers, directors, employees and agents (each such
ontity or person bcing rcfcrred to as an "lndemnified person") from and against

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 May 18,2020

yy ana
{ Iosses, claims, damages, liabilities, oosts and expenses
((inoluding for
Indemnified Pcrson's own negligence, passive or active, and including, bui not
limited to, reasonable attomeys'fees) which any Indemnifistl persoi may bc
subject to or incur in corurection with the services rendered by Sitrick to o; for
Clicnt. This paragraph shall not apply ro any such losses, claims, damages,
Iiabilities, costs or expenses of any Indemnified person that are judicially and
finally detendned to have resulted from Sitrick s or such other Indemnified
Person's gross negligence or willful misconduct.

6 Each of the parties hereto agrecs to keep this Agreement, and the terms and
conditions hereof, including invoices, billing statemeots and time sheets, strictly
confidential, except only as may be necessa-ry to enlorce this Agreement or as
required to be disclosed by law orjudicial process; provided, however, that Client
acknowledges and consents to Sitrick disclosing to the media or others that Sitrick
is acting in its capacity as a public relations firm for the benefir of Client.

7 In the performance of this Ageemen! Sitrick may receive, or otherwise have

access to, confidential, proprietary and/or other nonpublic
hforrnation belonging
to Client, some or all of which may be specifically designated by Clienr as
confidential ("Confidential Information"). Sitrick agrees to treat all material it
receives as containing Confidential Information except when specifically advised
otherwise.

Sitrick agrees to maintain in strictest confidence ali Confidential Information and

to take reasonablc measwes to mainlain the confidcntiality of such fuformation.
Sitrick agrees, with respect to such Confidential Informatioq to use the same
methods and degree of care to prevent disclosure of such Confidential
Information as it uses to prevent disclosurs of its own proprietary and
Confidential Information, Sitrick firther agrees not to use, or disclose to any
third party, any Confidential Information for any purpose without the prior
conserlt of Client or unless compelled by court order or other legal or
govgrunental process requiring such discloswe. Notwithstanding the foregoing,
confidentiality obligations sha[[ not apply to any information which (D enrerc (or
has entered) the public domain through no fault of Sitrick; (ii) rvhich was known
to Sitrick prior to receipt from Client; (iii) is or becomes available to Sitrick on a
non+onfidential basis from a source othcr than Client (unless Sitrick is aware ofa
duty of confrdentiality on the part of the source owed to Client); (iv) which is
independently developed or acquired by Sitrick without recourse to Confidential
Information; or (v) which is permitted to be disseminated or otherwise disclosed
pursuant to thc next paragraph of this Agreemcnt.

It is expressly understood between the parties that a key fi:nction Sitick will be
providing in connection with its public relations services witl be the dissemination
of information and materials as a public relations frm, including the disclosure
arrd dissemination of ccrtain information and materials rcccived from Client or its

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 May 18,2020

affiliated represcDtarives, agents, atrd/or efltities or as to which Client has

consented to its dissemination and disclosure or which prior to such disclosure
and dissemination, has not been specifically identified and designated by Client as
Confidential lalormation not to be disclosed. Sitrick will only disclose
information that it is authorized by Client to disclose.

In the event that Sitrick is requested or required ro produce: (i) any Confidential
lnformation or (ii) any documents generaled by Sitrick in connection with this
engagement by subpoena, request for information or documents, production of
records consistent with its retention as Client's expert, or other similar legal
proeess ("Request"), Sitrick will provide Client prompt vzritten notice of the
Request so that Client may seek a protective order or otherwise scck to limil or
protect such Confidential Inlormation and./or documents from disclosure.

I We wish to poi.t out that as a frm with a diversified practice we arc ofien called
upon to represent clients in many fields and with different interests. It is
expressly understood between the parties rhat Sitrick will not represent another
client on the particular subject matter of substantive work performed under this
engagement where such othcr client is adverse to Clicnt on that subject matter.
However, nothing contained herein in any way prohibis or resticts Sitrick from
representing a client norv or in the future *'hose intercsts conflict with or are
adverse 10 Client on matters other than the particular subject matter of substantivc
work performed under this engagement. In such event, Sitrick would of course
maintain the conlidentiality of inlormation provided by you.

9 Each of the parties agrees not to solicit for ernployment, or employ any employee
of the other during the pending of Sirrick's engagement and for a period of two
years thereafter. If either party hires an employee of the other during the
engagement or within the two year pcriod following lhe conclusion or terrnination
ofthe engagement, the hiring party agrees to pay the employer of the employee(s)
so hired, as liquidated damages, a fee equal to one hundred percent of the
snnualized total gross billings generated by each such hired employee for the
twelve-month period prior to such employee's departue, or the annual gross
salary of the employee at the time of departure, whichever is higher in dollar
amount. All terms contained in this paragraph will survive for a period of two
years following the date ofany termination or conclusion of this engagement.

l0 Any sums not paid to Sitrick pursuant to rhis Agreement within thirry days of date
of invoice shall bear interest at the rate of teo percent (10%) per annum. By
signing this Agreement, \\,e agree that, in the event ofany dispute or claim arising
out ofor relating to this Agreement, our relationship, our charges, or our setvices,
SUCH DISPUTE OR CLAIM SHALL BE RESOLVED BY SUBMISSION TO
FINAL AND BINDINC ARBITRATION BEI:ORE A SINGLE NEUTRAL
ARBITRATOR IN LOS ANGELES COUNTY, LNDER THE AUSPICES AND
RULES OF JUDiCIAL ARBITRATION AN'D MEDIATION SERVICES

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 May 18, 2020

(.JAMS) USING JAMS STREAMLINED PROCEDURES. BY AGREEING

TO ARBITRATE CLIENT WAIVES ANY RIGHT IT MAY HAVE TO A
COURT OR JURY TRIAL. Judgment upon such arbitation may be entered in the
Superior Court for Los Angeles Counry, Califomia, which the parties agree has,
and hereby consent to, jurisdiction over all such matters. This Agreement shall be
interpreted and enlorced in accordance with the substantive laws of the State of
Califomia applicable to contmcts made and to be pcrformed thercin. In thc event
ttrat a dispute arises hcreunder, the prevailing parfy in any litigation or arbitration
shall bc entitled to attomeys' fees and all costs and expenses ofany sort.

I l. If any term or provision of this Agreement shall be declared inva.lid by order,

decree or judgrnent of a court of competetrt jurisdiction, this Agreement shall bc
conslrued as if such portion had not been inserted herein (except when such
construction would constitute a substantial deviation from the gencral intent and
purpose of the parties as reflected in this Agreement) and shall not affcct thc
validity or enforceability of the remaining terms and provisions hereof.

12. The parties acknowledge and agree that all understandings, represeolations and
agreements heretofore made or reached by them are merged into this Agreement
which alone fully and compietely expresses the Agreement between the parties.
Ihis Agreement may be amended or modified only by a writing signed by both
the parties.

13. This Agreement may be cxecuted in one or more counterparts, each ofwhich shall
be deemed to be a duplicate original, but all ef whicb" taken together, shall be
deemed to constifute a single instrument. The parties agee that a facsimile or e-
mailed PDF of an executed counterpart of this Agreement shall be deemed to
constitute due and sufficient delivery of a duplicate original that may be used for
all the same purposes as an original. The parties agree that &is Agreement may be
electronically signed and that such signatures shall be deemed the same as
original b.andwritten signarures for all purposes, includhg rhe validity,
enforceability, and admissibility of this Agreement.

Very truly yours,

Sitrick Cro

B
Michael Sitrick
Chairman and Chief Executive Of{icer

(Signature line follows on neK page.)

5
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 May 18,2020

Agrccd to and accepted rhis

I 8h day ol May 2020

John Middleton

By r'f- ZL"/e-

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 May 18, 2020

John lr,liddlcton
Email: i oh nporversmidd I eton.gl smai I. conr

INVOICE

Non-Refundabte Retainer for the period beginning:

May 18,2020.... .....$60.000.00

Refundable Expense Advance .......... $ I0,000.00

TOTAL DIIE ........$70,000.00

Please wire transfer fuads to:

City National BanI

Credit Accounl of: Sitrick Group, LLC
Routing number 122 Orc A66
Account Number 023 868806
Attn: Diane Wilson

or

Please make check payable to:

Sitrick Group, LLC

I 1999 San Vicente Blvd., penthouse
Los A.ngeles, CA 90049
(3 t 0) 788-28s0
Fed ID No. 33-0832424

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