Pacquiao Cross Complaint Against Paradigm Sports Management For Fraud

Electronically Filed by Superior Court of California, County of Orange, 07/30/2021 04:18:00 PM.
30-2021-01207553-CU-BC-CJC - ROA # 112 - DAVID H. YAMASAKI, Clerk of the Court By Skeeter Berry, Deputy Clerk.
1 KINSELLA WEITZMAN ISER KUMP HOLLEY LLP

DALE F. KINSELLA (SBN 063370)
2 dkinsella@kwikhlaw.com
JOSHUA M. ROSENBERG (SBN 274473)
3 jrosenberg@kwikhlaw.com
ALLEN SECRETOV (SBN 301655)
4 asecretov@kwikhlaw.com
808 Wilshire Boulevard, 3rd Floor
5 Santa Monica, California 90401
Telephone: 310.566.9800
6 Facsimile: 310.566.9850
7 Attorneys for Defendant and Cross-Complainant

Emmanuel Dapidran Pacquiao
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 COUNTY OF ORANGE, CENTRAL JUSTICE CENTER
KINSELLA WEITZMAN ISER KUMP HOLLEY LLP
11
808 WILSHIRE BOULEVARD, 3RD FLOOR
TEL 310.566.9800 • FAX 310.566.9850

SANTA MONICA, CALIFORNIA 90401
12
13 PARADIGM SPORTS MANAGEMENT, Case No. 30-2021-01207553-CU-BC-CJC

LLC,
14 Assigned For All Purposes to Hon. Walter P.
Plaintiff, Schwarm, Department C19
15
vs. DEFENDANT AND CROSS-
16 COMPLAINANT EMMANUEL
EMMANUEL DAPIDRAN PACQUIAO; and DAPIDRAN PACQUIAO’S CROSS-
17 DOES 1-50, inclusive, COMPLAINT FOR:
18 Defendants. (1) BREACH OF CONTRACT;

(2) BREACH OF IMPLIED COVENANT
19 OF GOOD FAITH AND FAIR DEALING;
EMMANUEL DAPIDRAN PACQUIAO, an (3) BREACH OF FIDUCIARY DUTY;
20 individual, (4) FRAUD – FALSE PROMISE;
(5) FRAUD – FRAUDULENT
21 Cross-Complainant and CONCEALMENT; AND
Defendant, (6) DECLARATORY RELIEF
22
vs.
23
PARADIGM SPORTS MANAGEMENT, Action Filed: June 25, 2021
24 LLC, a California limited liability company; Trial Date: None Set
and ROES 1-25, inclusive,
25
Cross-Defendants. DEMAND FOR TRIAL BY JURY
26
27
28
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PACQUIAO CROSS-COMPLAINT AGAINST PARADIGM
1 Defendant and Cross-Complainant Emmanuel Dapidran Pacquiao (“Pacquiao” or “Cross-
2 Complainant”) alleges as follows:
3 NATURE OF THE ACTION
4 1. Pacquiao is a legendary professional boxer and widely considered one of the
5 greatest of all time. Over the past 26 years, Pacquiao has fought in 71 professional bouts, with a
6 record of 62 wins, 7 losses, and 2 draws. He has won 12 major world titles in 8 different weight
7 divisions.
8 2. Now, at the age of 42, Pacquiao’s life has shifted. In addition to his ongoing boxing
9 career, Pacquiao has a political career in his home country of the Republic of the Philippines. He
10 served in the Philippine House of Representatives from June 30, 2010 to June 30, 2016, and on
11 May 19, 2016 was formally elected as a Senator of the Philippines. He has served as Senator since
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12 assuming office on June 30, 2016. As a result, Pacquiao is much more selective about further
13 bouts in his professional boxing career.
14 3. Pacquiao found an excellent partner for such bouts – the boxing promoter TGB
15 Promotions, LLC (“TGB”). Beginning in or around September 2018, Pacquiao and TGB forged an
16 ongoing contractual relationship for three bouts. First, Pacquiao fought and defeated Adrien
17 Broner on January 19, 2019. Second, Pacquiao fought and defeated Keith Thurman on July 20,
18 2019. For his third bout under his agreements with TGB, Pacquiao is set to fight Errol Spence on
19 August 21, 2021 in Las Vegas, Nevada.
20 4. Plaintiff and Cross-Defendant Paradigm Sports Management, LLC (“PSM”) has
21 now attempted to derail the August 21, 2021 bout. PSM frivolously seeks to enjoin that bout based
22 on a series of fraudulent promises, contractual and fiduciary breaches, and shady backroom
23 dealings with one of Pacquiao’s trusted advisors without Pacquiao’s knowledge or consent.
24 5. To say that PSM has unlawfully attempted to take advantage of Pacquiao is an
25 understatement. PSM holds itself out as a sports agency, but PSM is known for managing Mixed
26 Martial Arts (“MMA”) fighters and not professional boxers. Indeed, PSM’s biggest client – and
27 perhaps the most famous MMA fighter in the world – is Conor McGregor.
28
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1 6. PSM repeatedly, emphatically, and falsely promised Pacquiao that PSM would
2 immediately secure a “mega-fight” between Pacquiao and McGregor if Pacquiao signed with PSM
3 as his manager. This bout was undoubtedly appealing, especially given that Pacquiao’s historical
4 rival – professional boxer Floyd Mayweather, Jr. – fought McGregor in a very popular and
5 lucrative bout on August 26, 2017.
6 7. To further induce Pacquiao into an agreement, PSM also falsely promised that it
7 had eight endorsement deals already “lined up” for Pacquiao and that PSM would advance
8 Pacquiao USD $4 million if he signed an agreement for PSM to serve as his manager.
9 8. In reality, PSM never intended to arrange a bout between Pacquiao and McGregor.
10 PSM never secured any of the many endorsement deals it claimed were “lined up.” And PSM
11 never intended to advance the full USD $4 million to Pacquiao.

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12 9. As further proof of its fraudulent scheme, before Pacquiao and PSM entered into
13 any agreement, PSM had entered into a secret contractual relationship with Pacquiao’s own trusted
14 advisor Arnold Vegafria.
15 10. Vegafria was at all relevant times Pacquiao’s business manager. Unbeknownst to
16 Pacquiao, Vegafria and PSM worked together to produce the best contract for PSM and Vegafria,
17 not Pacquiao. Nor did Pacquiao know that Vegafria – not PSM – was responsible for procuring a
18 large portion of the promised USD $4 million advance. Pacquiao thought that Vegafria acted in
19 Pacquiao’s best interest. It turns out that Pacquiao’s business manager and would-be boxing
20 manager made a deal behind Pacquiao’s back to profit off of him – yet another example of
21 unscrupulous sports managers serving their own interests over the interests of their clients.
22 11. Through the foregoing fraud, deceit, and concealment, PSM induced Pacquiao to
23 sign and enter into a management agreement with PSM in October 2020. However, shortly
24 thereafter, PSM informed Pacquiao that the promised bout with McGregor would not happen.
25 PSM also informed Pacquiao that there were no endorsement deals, contrary to what it promised
26 him.
27
28
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1 12. PSM has done nothing for Pacquiao. PSM has swindled him and selfishly
2 attempted to exploit Pacquiao’s name to expand its business to include professional boxers in
3 addition to MMA fighters.
4 13. By this Cross-Complaint, Pacquiao seeks to hold PSM accountable for its
5 fraudulent conduct, the breaches of its fiduciary duties and contractual obligations to Pacquiao,
6 and PSM’s overall scheme to harm Pacquiao, his name, his reputation, and his legacy.
7 THE PARTIES
8 14. Defendant and Cross-Complainant Pacquiao is the international professional
9 boxing superstar Emmanuel “Manny” Pacquiao. Pacquiao is an individual who is a citizen of, and
10 domiciled in, the Republic of the Philippines, where he currently serves as a Senator.
11 15. Plaintiff and Cross-Defendant Paradigm Sports Management, LLC (“PSM”) is a

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12 sports agency and citizen of the State of California. PSM is a limited liability company organized
13 and existing under the laws of the State of California, with its principal place of business located
14 in Irvine, California, in Orange County.
15 16. Pacquiao is unaware of the true names and capacities of the cross-defendants sued
16 as ROES 1 through 25, inclusive, and he therefore sues these cross-defendants by fictitious names.
17 Pacquiao is informed and believes, and on that basis alleges, that each of the ROE cross-
18 defendants is in some manner liable to Pacquiao. Pacquiao will amend this Cross-Complaint to
19 state the true names and capacities of ROES 1 through 25 when their names and capacities, along
20 with their responsibility for the actionable conduct alleged herein, have been ascertained.
21 17. Cross-Defendants PSM and/or ROES 1 through 25 are at times referred to herein
22 collectively as “Cross-Defendants.”
23 18. Pacquiao is informed and believes, and on that basis alleges, that Cross-Defendants
24 were at all times mentioned the agents, servants, principals, alter egos, and employees of each
25 other, or otherwise acting with the full knowledge and consent of each other. Pacquiao is further
26 informed and believes, and on that basis alleges, that in doing all of the things alleged in this
27 Cross-Complaint, Cross-Defendants were acting within the scope and authority of their agency,
28 servitude or employment or otherwise within the scope of such knowledge and consent. As such,
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1 each of the Cross-Defendants is responsible for the liabilities of the other Cross-Defendants, as
2 alleged herein.
3 JURISDICTION AND VENUE
4 19. Jurisdiction is proper in the Superior Court of the State of California for the County
5 of Orange under section 410.10 of the California Code of Civil Procedure.
6 20. PSM has consented to the Court’s jurisdiction by PSM’s initiation of this action in
7 this Court.
8 21. Venue is proper in Orange County, California under Section 395 of the California
9 Code of Civil Procedure because Orange County is where the parties agreed to serve as the venue
10 under a forum selection clause in their Second PSM Agreement (as defined and discussed in more
11 detail below) and where PSM has its principal place of business. Pursuant to Paragraph 25 of the
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12 Second PSM Agreement, an action, such as this one, “to enforce the terms of this [October 11]
13 Agreement” “shall be brought only in the courts of competent jurisdiction, state or federal, located
14 within Orange County, California and [Pacquiao and PSM] consents to the jurisdiction of said
15 Courts.”
16 FACTUAL ALLEGATIONS
17 A. Pacquiao Forms A Contractual Relationship With TGB Promotions
18 22. Defendant and Cross-Complainant Emmanuel Dapidran Pacquiao (“Pacquiao”) is
19 one of the greatest professional boxers of all time. Pacquiao is 42 years-old and has competed in
20 professional boxing for more than 26 years. He has fought in 71 professional bouts, with a record
21 of 62 wins, 7 losses, and 2 draws. He is also currently serving as a Senator in his home country of
22 the Republic of the Philippines. Because of his age and political career, Pacquiao is very selective
23 about the bouts in his professional boxing career.
24 23. On or about September 29, 2018, Pacquiao and his company MP Promotions
25 signed and entered into a “Binding Short Form Agreement” with the boxing promoter TGB
26 Promotions, LLC (“TGB”) (the “TGB Agreement”) for, among other things, two bouts: (1) a “1st
27 Fight” to occur in January 2019; and (2) a “2nd Fight” to occur by no later than December 31,
28 2019.
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1 24. On or about December 11, 2018, Pacquiao and MP Promotions signed and entered
2 into an “Amendment to Binding Short Form Agreement” with TGB (the “TGB First
3 Amendment”). Therein, the parties agreed, among other things, that: (1) the “1st Fight” would be
4 on January 19, 2019 against professional boxer Adrien Broner; and (2) Pacquiao would receive a
5 modified purse for the “2nd Fight.”
6 25. On or about January 19, 2019, Pacquiao participated in and completed the bout
7 with Adrien Broner as the “1st Fight” under the TGB First Amendment. At the age of 40, Pacquiao
8 defeated Broner.
9 26. On or about April 19, 2019, Pacquiao and MP Promotions signed and entered into a
10 “Second Amendment to Binding Short Form Agreement” with TGB (the “TGB Second
11 Amendment”). Therein, the parties agreed, among other things, that: (1) Pacquiao’s “next
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12 immediate fight shall be known as ‘Fight 1-A’ to occur on July 20, 2019, but in no event later than
13 December 31, 2019” with professional boxer Keith Thurman as Pacquiao’s pre-approved
14 opponent; and (2) Pacquiao’s “next immediate fight after Fight 1-A shall be known as the ‘2nd
15 Fight’” and “the 2nd Fight shall occur anytime before the end of the 1st Quarter of 2020.”
16 27. On or about July 20, 2019, Pacquiao participated in and completed the bout with
17 Keith Thurman as “Fight 1-A” under the TGB Second Amendment. At the age of 40, Pacquiao
18 defeated Thurman.
19 28. Having completed “Fight 1-A” under the TGB Second Amendment, Pacquiao
20 remained contractually obligated under the TGB Second Amendment to perform a “2nd Fight” that
21 was supposed to occur “before the end of the 1st Quarter of 2020.”
22 B. Pacquiao Enters Into First PSM Agreement
23 29. In late 2019, Pacquiao was introduced to Audie Attar, the Chief Executive Officer,
24 Manager, and Member of Plaintiff Paradigm Sports Management, LLC (“PSM”). PSM is a self-
25 described “Sports Agency” founded by Attar in 2009. PSM specializes in managing Mixed Martial
26 Arts (“MMA”) fighters, not professional boxers. PSM is best known for its client Conor
27 McGregor, perhaps the most famous MMA fighter in the world. On information and belief, PSM
28 is not a boxing promoter, nor is it a licensed boxing manager. Like management companies in the
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1 entertainment industry (film, television, music), PSM provides management services to its clients
2 in exchange for a commission percentage of its clients’ income.
3 30. In late 2019, Attar and others representing PSM visited the Philippines to meet
4 Pacquiao and his representatives. At the time, Pacquiao did not have a boxing manager. Pacquiao
5 agreed to meet PSM because PSM told him that it represented Conor McGregor. PSM’s
6 representation of McGregor was important because McGregor had fought professional boxer
7 Floyd Mayweather, Jr. in a very popular and lucrative bout that occurred on or about August 26,
8 2017.
9 31. During this late 2019 meeting between PSM and Pacquiao, Attar proposed to
10 manage Pacquiao, obtain endorsements, sponsorships, and other deals for him, and promised
11 Pacquiao that PSM would secure a bout between Pacquiao and McGregor as Pacquiao’s first fight
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12 under the agreement. In exchange, Pacquiao would pay PSM a commission on the money he
13 received from deals that PSM procured for him. Given the success of McGregor’s bout with
14 Mayweather, PSM’s proposal to serve as Pacquiao’s manager and “make the McGregor fight
15 happen” appealed to Pacquiao.
16 32. On or about February 8, 2020, Pacquiao signed and entered into a “Partnership
17 Contract” with PSM (the “First PSM Agreement”) wherein PSM agreed, among other things to
18 serve as Pacquiao’s manager, receive a commission percentage on certain monies that Pacquiao
19 earned, and procure bouts for him as well as sponsorships, endorsements, and other commercial
20 opportunities.
21 33. Under the First PSM Agreement, Pacquiao had the right to approve and decline
22 contracts. More importantly, the First PSM Agreement explicitly stated that it was “subject to and
23 giving priority to all previous contractual obligations entered into by” Pacquiao. This provision
24 reflected Pacquiao’s pre-existing and pending contractual obligation with TGB under the TGB
25 Second Amendment to perform the “2nd Fight,” which had “priority” over the First PSM
26 Agreement because the First PSM Agreement was “subject to” Pacquiao’s pre-existing and
27 pending contractual obligation with TGB to perform the “2nd Fight.”
28
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1 34. On February 24, 2020, TGB and Pacquiao again amended the TGB Agreement (the
2 “TGB Third Amendment”) in order for Pacquiao to pursue a possible fight in Saudi Arabia. The
3 TGB Third Amendment provided that Pacquiao would have until March 31, 2020 “to negotiate
4 and finalize the Saudi Fight (and only the Saudi Fight),” and that “[i]n the event for any reason the
5 Saudi Fight is not finalized by March 31, 2020, the 2nd Fight must occur no later than the 4th
6 Quarter of 2020.” The Third Amendment further stated that “the Saudi Fight shall be a ‘one fight’
7 deal,” and that Pacquiao would not “enter into any contract or agreement which could or will deny
8 or in any way detriment TGB’s rights to promote the 2nd Fight as Pacquiao’s next immediate bout
9 after the Saudi Fight” with a potential additional fight with TGB to follow.
10 C. Pacquiao Terminates The First PSM Agreement
11 35. In the months after PSM and Pacquiao entered the First PSM Agreement, PSM
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12 failed to secure any bouts, contracts, sponsorships, endorsements, or deals of any kind for
13 Pacquiao. Accordingly, Pacquiao authorized his attorney, David Marroso of O’Melveny & Myers
14 LLP, to send PSM a notice of termination of the First PSM Agreement.
15 36. On or about July 26, 2020, Attorney Marroso sent a notice of termination letter to
16 PSM, setting forth that PSM failed to “negotiate and close a fight contract” on behalf of Pacquiao
17 within 60 business days after the February 8, 2020 effective date of the First PSM Agreement. The
18 letter also stated that PSM failed to use its best efforts to secure a signing bonus for Pacquiao.
19 Furthermore, the letter explained that, because the PSM Agreement was an “at will” contract,
20 Pacquiao could terminate it with or without cause. Finally, the letter stated that PSM was not
21 entitled to any money from Pacquiao under the First PSM Agreement because it failed to secure
22 any fights, contracts, or other opportunities for Pacquiao.
23 37. PSM did not respond to, and did not dispute, Pacquiao’s July 26, 2020 termination
24 of the First PSM Agreement.
25 D. PSM Forces Pacquiao Into The Second PSM Agreement
26 38. To salvage its embarrassing and brief representation of Pacquiao, PSM approached
27 him about a new agreement. On or around September 12, 2020, the following people met with
28 Pacquiao at his home office in the City of General Santos in the Philippines: his business manager
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1 Arnold Vegafria, his attorney Brando Viernesto, his assistant David Sisson, and PSM’s attorney
2 Karen Jimena.
3 39. During that meeting, on behalf of PSM, Jimena showed Pacquiao a new draft
4 management agreement with PSM and promised him that PSM had secured eight endorsement
5 deals for Pacquiao and that a bout between Pacquiao and McGregor was already arranged – all
6 Pacquiao needed to do was sign this new agreement with PSM. Jimena was very emphatic that
7 PSM had already “lined up” the McGregor-Pacquiao fight to occur in December 2020 or January
8 2021.
9 40. Jimena promised on behalf of PSM to transfer USD $4 million to Pacquiao as a

10 “Purse Advance” to further induce Pacquiao into signing a new agreement with PSM. Indeed,
11 PSM brought USD $1.7 million in cash to the meeting, which Jimena said was a “signing bonus”
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12 for Pacquiao if he signed the new agreement with PSM right there on the spot (the total amount
13 was USD $2 million, but USD $300,000 was paid to Vegafria off the top as a commission). At that
14 moment, Pacquiao was not ready to sign the agreement, and the USD $1.7 million in cash was
15 escrowed.
16 41. Based on these material representations by PSM, and after Pacquiao’s team made
17 some edits to PSM’s draft, Pacquiao signed and entered into a “Partnership Contract” with PSM
18 on or about October 11, 2020 (the “Second PSM Agreement”). Under this agreement, PSM agreed
19 to serve as Pacquiao’s manager and receive commissions on certain monies that Pacquiao received
20 from bouts, sponsorships, endorsements, and other commercial deals procured by PSM. Pacquiao
21 retained the right to approve and decline any contracts, including but not limited to any offered
22 bouts. The term of the Second PSM Agreement was for Pacquiao’s completion of “two (2)
23 professional boxing fights.”
24 42. Importantly, the Second PSM Agreement states that it is “subject to and giving
25 priority to all previous contractual obligations entered into by” Pacquiao. Therefore, Pacquiao’s
26 pre-existing and pending contractual obligation with TGB under the TGB Second Amendment and
27 the TGB Third Amendment to perform the “2nd Fight” had “priority” over the Second PSM
28 Agreement because the Second PSM Agreement was “subject to” Pacquiao’s pre-existing and
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1 pending contractual obligation with TGB under the TGB Second Amendment and the TGB Third
2 Amendment to perform the “2nd Fight.”
3 43. Additionally, under the Second PSM Agreement, PSM was supposed to transfer
4 USD $4 million to Pacquiao as an advance payable in two installments: USD $2 million
5 immediately upon the parties’ signing the Second PSM Agreement, and USD $2 million within
6 fifteen (15) days from the parties’ signing of the Second PSM Agreement.
7 44. Furthermore, under the Second PSM Agreement, PSM and Pacquiao agreed to a
8 “Liquidated Damages” provision requested by Paradigm that would apply in the event of “either
9 party’s material breach of this agreement pursuant to sections 3 and 20” (emphasis in original).
10 This Liquidated Damages provision, found in Section 21 of the Second PSM Agreement, provides
11 for a specific and detailed six-step evaluation to determine the amount of money damages in the
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12 event of a material breach.
13 45. Notably, although dated October 11, 2020 and signed by Pacquiao on October 11,
14 2020, the Second PSM Agreement was not signed by Audie Attar on behalf of PSM until October
15 23, 2020. This is because, after Pacquiao signed the Second PSM Agreement, PSM pulled a fast
16 one and refused to remit the balance of the $4 million Purse Advance, refused to arrange any
17 boxing matches (specifically, one with McGregor), and refused to present Pacquiao with all the
18 endorsement deals PSM claimed that it had already arranged for Pacquiao unless Pacquiao signed
19 a “Supplemental Agreement” to the Second PSM Agreement created by PSM (the “Supplement to
20 Second PSM Agreement”), which drastically changed material terms in the Second PSM
21 Agreement.
22 46. PSM also wanted Pacquiao to sign an “Exhibit A” to the Supplement to the Second
23 PSM Agreement,” which was a statement drafted by PSM wherein Pacquiao would have stated
24 that PSM was his exclusive representative for his “next two professional boxing fights.” Pacquiao
25 refused to sign PSM’s version of Exhibit A. Pacquiao explained to PSM that this was because
26 Pacquiao never agreed that PSM would be Pacquiao’s exclusive representative for his “next” two
27 professional boxing fights. Indeed, the term set forth in the Supplement to the Second PSM
28
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1 Agreement (as well as in the Second PSM Agreement) was for Pacquiao’s completion of “two (2)
2 professional boxing fights,” not Pacquiao’s “next” two professional boxing fights.
3 47. In another drastic change by PSM in the Supplement to the Second PSM
4 Agreement, PSM made the liquidated damages provision exclusively for material breaches by
5 Pacquiao (not by PSM), so it was no longer a mutual provision like it was in the Second PSM
6 Agreement. PSM also enhanced the amount of monetary damages for a material breach by
7 Pacquiao and misleadingly changed the title of the provision from “Liquidated Damages” to
8 “General Damages.” PSM further slipped in that its failure to remit the entire USD $4 million
9 Purse Advance would not be a material breach of the Second PSM Agreement, even though it was
10 undoubtedly a material term that induced Pacquiao to sign the Second PSM Agreement. PSM also
11 modified the Purse Advance so that PSM was required to transfer to Pacquiao USD $4 million as
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12 an advance in two installments: USD $2 million on signing the Supplement to Second PSM
13 Agreement, and USD $2 million on or before November 6, 2020.
14 48. However, the Supplement to the Second PSM Agreement did not change the
15 provision that the Second PSM Agreement is “subject to and giving priority to all previous
16 contractual obligations entered into by” Pacquiao. Furthermore, the Supplement to the Second
17 PSM Agreement (and the Second PSM Agreement) does not provide for any equitable or
18 injunctive relief. To the contrary, and as mentioned above, to address any material breach by
19 Pacquiao, the Supplement to the Second PSM Agreement provides for a detailed and specific
20 monetary damages remedy to PSM in the “General Damages” provision. In other words, PSM has
21 an adequate remedy at law for a material breach by Pacquiao.
22 49. On or about October 23, 2020, Pacquiao and PSM signed the Supplement to the
23 Second PSM Agreement. Still, Pacquiao did not sign the written statement proposed by PSM as
24 “Exhibit A” because it directly contradicted the Second PSM Agreement. Instead, Pacquiao signed
25 and delivered to PSM a modified Exhibit A to the Supplement to the Second PSM Agreement on
26 or about January 5, 2021 (the “Signed Exhibit A”). The Signed Exhibit A contained language
27 acceptable to Pacquiao, reflecting his refusal to agree that PSM would be his exclusive
28 representative for his “next” two professional boxing fights. Instead, the Signed Exhibit A states
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1 that Attar and PSM “are my exclusive representatives as it relates to two of my professional
2 boxing fights.” The Signed Exhibit A further notes that PSM’s representation of Pacquiao is
3 “[s]ubject to my previous contracts and negotiations which I have personally done.” This was yet
4 another change Pacquiao made to the Signed Exhibit A to make it consistent with the Second PSM
5 Agreement, which states on the first page that it is “subject to and giving priority to all previous
6 contractual obligations entered into by” Pacquiao.
7 E. PSM Materially Breaches the Second PSM Agreement
8 50. After Pacquiao delivered to PSM the Signed Exhibit A on or about January 5, 2021,
9 PSM did not communicate any disapproval and behaved as though all parties had fully executed
10 the Second PSM Agreement, the Supplement to the Second PSM Agreement, and the Signed
11 Exhibit A. Indeed, on or about January 30, 2021, PSM and Attar issued a statement on social
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12 media in which they claimed to be “working closely” with Pacquaio “on plans for his next fight”
13 and that they would be “sharing the details of this event in the coming weeks.”
14 51. But before this, about one week after Pacquiao sent PSM the Signed Exhibit A,
15 PSM informed Pacquiao that they would not be able to organize a boxing fight between him and
16 McGregor as Pacquiao’s first match as a PSM client. Moreover, PSM also informed Pacquiao that
17 it did not have any endorsement deals to deliver to him, much less eight endorsement deals.
18 52. Further, under the terms of the Supplement to the Second PSM Agreement, PSM
19 was required to transfer to Pacquiao USD $4 million as an advance in two installments: USD $2
20 million on signing the Supplement to Second PSM Agreement, and USD $2 million on or before
21 November 6, 2020.
22 53. On or about October 23, 2020, the USD $1.7 million in cash brought by PSM in
23 September 2020 was officially relinquished to Pacquiao as the first installment of the USD $4
24 million advance from PSM. After that, Pacquiao received approximately P49 million Philippine
25 Pesos, roughly equivalent to USD $1.3 million at the time of delivery. In total, PSM therefore
26 transferred only the equivalent of USD $3 million to Pacquiao (USD $3.3 million less $300,000
27 paid to Pacquiao’s business manager, Arnold Vegafria). To date, Pacquiao has not received the full
28 USD $4 million promised to him by PSM in the Second PSM Agreement and the Supplement to
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1 Second PSM Agreement, even though he was to receive the full USD $4 million by November 6,
2 2020.
3 F. PSM Fraudulently Induced Pacquiao Into Entering the Second PSM
4 Agreement
5 54. In September and October of 2020, PSM and Attar, themselves and through
6 attorney Karen Jimena, repeatedly represented to Pacquiao and his representatives that, once
7 Pacquaio signed the proposed agreements with PSM, PSM would arrange for a fight between
8 Pacquiao and McGregor, possibly in Dubai, to take place between December 2020 and January
9 2021. Additionally, Jimena also represented that numerous endorsements would be available to
10 Pacquiao upon signing, and that he would receive a USD $4 million advance after signing, but not
11 later than November 6, 2020.

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12 55. Pacquiao signed his agreements with PSM in reliance on PSM’s promises that the
13 first fight PSM would procure for Pacquiao would be a boxing match between him and McGregor,
14 that PSM would deliver to Pacquiao lucrative endorsement deals that were supposedly already
15 “lined up,” and that PSM would pay Pacquiao an advance of USD $4 million.
16 56. Pacquiao would not have signed or entered into the Second PSM Agreement or the
17 Supplement to the Second PSM Agreement if he had known that PSM would fail to deliver the full
18 USD $4 million advance, the promised endorsements, or the promised “mega-fight” between him
19 and McGregor.
20 57. PSM knowingly made these false promises to Pacquiao while intentionally
21 concealing facts material to Pacquiao’s decision to enter into the agreements.
22 58. Specifically, on information and belief, while negotiating with Pacquiao in
23 September and October 2020, PSM was in a pre-existing contractual relationship with Pacquiao’s
24 business manager and representative in these negotiations, Arnold Vegafria, pursuant to which
25 Vegafria would stand to financially benefit if he was able to convince Pacquiao to sign an
26 agreement with PSM which was favorable to PSM. Pacquiao was not aware of this contractual
27 arrangement between Vegafria and PSM. Had Pacquiao known about this arrangement, Pacquiao
28
30750-00002/748113 13
1 would not have entered into the Second PSM Agreement or the Supplement to the Second PSM
2 Agreement. And he would not have had Vegafria represent him in the negotiations.
3 59. On information and belief, while negotiating with Pacquiao in September and
4 October 2020, PSM and its agents knew but did not disclose to Pacquiao that a fight was being
5 negotiated between PSM-client Conor McGregor and MMA fighter Dustin Poirier, who had
6 previously fought each other in 2014, to occur on or about January 23, 2021. On further
7 information and belief, PSM and its agents knew but did not disclose to Pacquiao that should
8 McGregor lose to Poirier on January 23, 2021, McGregor would be fighting Poirier yet again.
9 60. In other words, PSM knew but did not disclose to Pacquiao that McGregor may
10 have been contractually prohibited from fighting Pacquiao until McGregor completed two fights
11 against Poirier in 2021.

TEL 310.566.9800 • FAX 310.566.9850

12 61. Had Pacquiao known about the foregoing obligations by McGregor to fight Poirier
13 two times in 2021, Pacquiao would not have signed the Second PSM Agreement. This is because
14 Pacquiao’s primary motivation for signing with PSM was their purported ability to set up a very
15 lucrative “mega-fight” between Pacquiao and PSM’s star client, McGregor. But McGregor’s
16 obligations to fight Poirier twice before ever getting a chance to fight Pacquiao would have made
17 the arrangement far too risky for Pacquiao to agree to. Due to his advanced age and political
18 career, Pacquiao’s window of opportunity for scheduling lucrative bouts was closing, and he could
19 not afford to wait to schedule a fight against McGregor after two bouts with Poirier.
20 62. Pacquiao’s desire to fight McGregor before a second (or third) fight against Poirier
21 proved prescient. On January 23, 2021, Poirier defeated McGregor, triggering McGregor’s
22 obligation to participate in a rematch against Poirier in 2021. On July 10, 2021, Poirier and
23 McGregor fought again as the main event at UFC 264. McGregor lost in the first round after
24 breaking the fibula and tibia in his left leg following a freak accident, requiring surgery to repair
25 the fractures. And, despite the catastrophic injury to McGregor, UFC President Dana White has
26 already indicated that yet another fight between McGregor and Poirier may occur.
27
28
30750-00002/748113 14
1 G. Pacquiao Attempts to Move On, But PSM Won’t Let Him
2 63. After coming up with excuses for its inability to deliver the promised Pacquiao-
3 McGregor bout, PSM attempted to convince Pacquiao to fight professional boxer Mikey Garcia.
4 64. Between February and May 2021, PSM told Pacquiao that it had arranged for
5 Pacquiao to fight Garcia at some undetermined time in 2021 in Dubai as Pacquiao’s first bout with
6 PSM as his manager.
7 65. Pacquiao was very skeptical of PSM’s proposed Garcia fight. PSM claimed that
8 Pacquiao would receive a guarantee of $25 million, although that amount continued to decrease in
9 subsequent paperwork PSM sent to Pacquiao.

10 66. At this point, PSM had deceived Pacquiao several times. Based on (1) PSM’s
11 history of broken promises, (2) Pacquiao’s own professional experience, (3) public statements by
TEL 310.566.9800 • FAX 310.566.9850

12 Garcia and his trainer that “nothing” was actually happening for this proposed bout, and (4) PSM’s
13 proposed “financing” for the alleged bout, Pacquiao believed that PSM’s offer of a Mikey Garcia
14 bout was a sham and yet another promise that PSM would likely not fulfill. Thus, Pacquiao
15 exercised his right under Section 5 of the Second PSM Agreement to decline the Garcia fight
16 contract proposed by PSM.
17 67. Furthermore, under the TGB Second Amendment and the TGB Third Amendment,
18 Pacquiao remained contractually obligated to TGB to engage in a bout with TGB as the promoter
19 since he had not yet completed the “the 2nd Fight” that was supposed to occur “no later than the 4th
20 Quarter of 2020.” However, shortly after the TGB Third Amendment was signed in February
21 2020, the world entered a global lockdown in March 2020 in response to the COVID-19
22 pandemic, restricting travel in and out of the United States, and prohibiting full capacity live
23 audiences for sporting events. This made the 2nd Fight untenable to schedule in 2020, and TGB
24 and Pacquaio agreed to look to schedule the fight in 2021 instead. Thereafter, to comply with the
25 previous, pre-existing, and pending contractual obligation he had with TGB, Pacquaio and MP
26 Promotions signed and entered into a “TGB Promotions Bout and Option Agreement” with TGB
27 (the “TGB Obligation Agreement”) on or about May 21, 2021.
28
30750-00002/748113 15
1 68. Under the TGB Obligation Agreement, Pacquiao agreed to participate in a bout
2 with boxer Errol Spence on August 21, 2021.
3 69. The TGB Obligation Agreement states that “[t]he Parties acknowledge and agree
4 that their execution of this Agreement and PACQUIAO/MPP’s fulfillment of their obligations
5 hereunder (i) expressly and unconditionally extinguishes all other prior agreements by and
6 between them; (ii) conclusively evidences that they mutually and fully performed all of their
7 respective obligations and promises under all other prior agreements by and between them; and
8 (iii) forever discharges and releases them from any further obligations and promises under all
9 other prior agreements by and between them.”

10 70. Under the Second PSM Agreement, the Supplement to the Second PSM
11 Agreement, and the Signed Exhibit A, Pacquiao was and is absolutely entitled to enter into the
TEL 310.566.9800 • FAX 310.566.9850

12 TGB Obligation Agreement because the Second PSM Agreement expressly states that it is
13 “subject to and giving priority to all previous contractual obligations entered into by” Pacquiao.
14 The TGB Obligation Agreement is part and parcel to Pacquiao’s previous contractual obligations
15 to TGB, including but not limited to the “2nd Fight” that Pacquiao owed TGB.
16 71. On or about May 21, 2021, Pacquiao publicly announced the August 21, 2021 bout
17 with Errol Spence.
18 72. On or about May 24, 2021, Pacquiao signed and entered into a “TGB Promotions
19 Bout Agreement” with TGB.
20 73. On or about May 26, 2021, Pacquiao signed and entered into an “Official Bout
21 Agreement” with TGB for submission to the Nevada Athletic Commission.
22 74. Despite its material breaches, on or about June 25, 2021, PSM filed a lawsuit
23 against Pacquiao seeking to prevent Pacquiao from fighting Errol Spence on August 21, 2021 and
24 alleging, inter alia, that Pacquiao breached the various PSM agreements.
25 75. Pacquiao brings this lawsuit to hold PSM accountable for the damages it has caused
26 Pacquiao due to its breaches of the PSM agreements, its fraudulent inducement of Pacquiao into
27 signing the agreements only to fail to deliver material terms, and PSM’s breaches of its fiduciary
28 duties to Pacquiao. Further, Pacquiao brings this lawsuit to obtain a judicial determination and
30750-00002/748113 16
1 declaratory judgment of PSM’s obligations to honor the terms and conditions of the PSM
2 agreements, and a declaratory judgment that, because Pacquiao had a pre-existing agreement with
3 TGB obligating him to fight a “2nd Fight,” and because the Second PSM Agreement specifically
4 states that Pacquiao’s pre-existing obligations had priority, Pacquiao’s participation in the August
5 21, 2021 fight against Errol Spence is not in violation of the Second PSM Agreement or the
6 Supplement to the Second PSM Agreement.
7 FIRST CAUSE OF ACTION
8 (Breach of Contract)
9 76. Pacquiao incorporates by reference all of the foregoing and subsequent allegations
10 of this Cross-Complaint as though fully set forth herein.
11 77. On or about October 11, 2020, Pacquiao and PSM entered into an agreement
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12 entitled “Partnership Contract” (the “October 11 Agreement”).
13 78. On or about October 23, 2020, Pacquiao and PSM entered into an amendment to
14 the October 11 Agreement entitled “Supplemental Agreement,” and on or around January 5, 2021,
15 Pacquiao signed and delivered to PSM the Signed Exhibit A (collectively, with the October 11
16 Agreement, the “Second PSM Agreement”).
17 79. The term of the Second PSM Agreement was for Pacquiao’s completion of “two (2)
18 professional boxing fights.”

19 80. PSM’s duties under the Second PSM Agreement included “procur[ing],
20 negotiat[ing], execut[ing] and manag[ing]” various contracts and opportunities for Pacquiao,
21 including “Fight Contracts, Marketing Contracts, Commercial Opportunities, Industry
22 Opportunities and Media Contracts.” PSM also agreed to assist Pacquiao “in coordinating
23 appearances, merchandising activities and other commercial ventures,” and to regularly work with
24 Pacquiao “on general business issues, social media, public relations and other concerns directly
25 related to” Pacquiao’s professional activities and career.
26 81. Under Section 20 of the Second PSM Agreement, PSM and Pacquiao were
27 explicitly bound to “fully cooperate with each other in their performance of the rights and
28
30750-00002/748113 17
1 responsibilities set forth in this Agreement, and any act which interferes with those duties . . . shall
2 be considered a material breach of this Agreement. . . .”
3 82. Under the Second PSM Agreement, PSM was required to transfer to Pacquiao USD
4 $4 million as an advance in two installments: USD $2 million on signing the Supplement to
5 Second PSM Agreement, and USD $2 million on or before November 6, 2020.
6 83. Pacquiao has performed all conditions, covenants, and promises required on his
7 part with respect to the terms and conditions of the Second PSM Agreement, except as excused,
8 waived, or made impossible by PSM.
9 84. PSM materially breached and will continue to materially breach the Second PSM
10 Agreement as alleged above.
11 85. Specifically, PSM materially breached the Second PSM Agreement by:
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12 a. Failing to deliver any endorsement deals to Pacquiao, despite having claimed,
13 during negotiations, that such deals were “lined up” and ready to be executed as
14 soon as Pacquiao signed the Second PSM Agreement;
15 b. Failing to deliver USD $4 million to Pacquiao as a “Purse Advance” by
16 November 6, 2020, having only delivered USD $3.3 million to date; and
17 c. Failing to disclose to Pacquiao that his representative during the course of the
18 negotiations with PSM, Arnold Vegafria, had a separate contractual relationship

19 with PSM, which created an unknown conflict of interest between PSM,
20 Pacquiao, and Pacquiao’s representative.
21 86. Each of the above breaches was material under Section 20 of the Second PSM
22 Agreement because PSM’s failure to deliver and its secret side deal with Vegafria interfered with
23 Pacquiao’s duties and his performance of the rights and responsibilities set forth in the agreement.
24 87. Under Section 30 of the Second PSM Agreement, the prevailing party of an action
25 or proceeding relating to the agreement “shall be entitled to recover all…court costs[], reasonable
26 attorneys’ fees, and other costs incurred in that action or proceeding, in addition to any other relief
27 to which it or they may be entitled.”
28
30750-00002/748113 18
1 88. As a direct and proximate result of PSM’s breaches, Pacquiao has suffered, and will
2 continue to suffer, monetary damages in an amount to be proven at trial, which amount exceeds
3 the jurisdictional minimum of this Court.
4 SECOND CAUSE OF ACTION
5 (Breach of Implied Covenant of Good Faith and Fair Dealing)
8 90. Implied in every contract, including the agreements alleged herein, is a covenant
9 among the parties thereto that no party will do anything to interfere with another party’s
10 enjoyment of its contractual rights and benefits, and that each contracting party will do everything
11 that the contract presupposes it will do to accomplish the contract’s purpose.

TEL 310.566.9800 • FAX 310.566.9850

12 91. PSM has breached the covenant of good faith and fair dealing implied in the
13 agreements alleged herein by engaging in bad faith conduct intended to frustrate Pacquiao’s right
14 to receive the benefits of the agreements alleged herein. Specifically, PSM violated the implied
15 covenant by failing to deliver the promised endorsement opportunities, failing to deliver a boxing
16 match between Pacquiao and Conor McGregor, failing to pay Pacquiao the full USD $4 million
17 advance, and failing to inform Pacquiao of PSM’s contractual relationship with Pacquiao’s
18 representative, Arnold Vegafria, in negotiating the Second PSM Agreement.

19 92. As a direct and proximate result of the breaches by PSM of the implied contractual
20 obligations set forth in the agreements alleged herein, Pacquiao has suffered monetary damages in
21 an amount to be proven at trial, which amount exceeds the jurisdictional minimum of this Court.
22 THIRD CAUSE OF ACTION
23 (Breach of Fiduciary Duty)
26 94. Starting in or around October 2020, PSM served as Pacquiao’s manager, sports
27 agent, and “worldwide representative” under the Second PSM Agreement. As a result, PSM owed
28 Pacquiao certain fiduciary duties, including the duties of care, loyalty, confidence, and good faith.
30750-00002/748113 19
1 95. PSM breached its duties of loyalty, confidence, and good faith to Pacquiao by
2 (i) acting in a manner contrary to the interests of Pacquiao while purporting to act as a fiduciary of
3 Pacquiao, (ii) misrepresenting to Pacquaio about the number and types of endorsement deals they
4 had procured for him in order to induce him to enter into various contracts that were in PSM’s
5 own best interest, (iii) misrepresenting to and/or concealing from Pacquiao PSM’s knowledge of
6 PSM-client Conor McGregor’s obligations to fight Dustin Poirier in 2021, and (iv) concealing
7 from Pacquiao the existence of PSM’s contractual relationship with Arnold Vegafria, Pacquiao’s
8 representative in negotiating the Second PSM Agreement, which created a conflict of interest
9 between the negotiating parties and was not in Pacquiao’s interest.

10 96. As a direct and proximate result of PSM’s conduct, Pacquiao has suffered, and will
11 continue to suffer, monetary damages in an amount to be proven at trial, which amount exceeds
TEL 310.566.9800 • FAX 310.566.9850

12 the jurisdictional minimum of this Court.
13 97. In engaging in the misconduct alleged herein, PSM acted with malice, oppression,
14 or fraud, and in willful disregard of Pacquiao’s rights and interests, thus entitling Pacquiao to an
15 award of punitive damages in an amount appropriate to punish or make an example of PSM,
16 pursuant to Civil Code section 3294.
17 FOURTH CAUSE OF ACTION
18 (Fraud – False Promise)
21 99. To induce Pacquiao to enter into the Second PSM Agreement and become a PSM
22 client, PSM intentionally promised Pacquaio that they would arrange, as his first boxing match
23 under his relationship with PSM, a fight against PSM-client Conor McGregor. As further
24 inducement, PSM also intentionally promised Pacquiao that they had upwards of eight
25 endorsement deals lined up for him, ready to be delivered upon his signing the agreement. PSM
26 made these promises to Pacquiao through its attorney, Karen Jimena, at meetings in Pacquiao’s
27 home office in September and October 2020.
28
30750-00002/748113 20
1 100. More specifically, on or around September 12, 2020, the following people came to
2 Pacquiao’s home and met with him in his office in the City of General Santos in the Philippines:
3 his business manager Arnold Vegafria, his attorney Brando Viernesto, his assistant David Sisson,
4 and PSM’s attorney Karen Jimena. During that meeting, on behalf of PSM, Jimena showed
5 Pacquiao a new draft agreement with PSM. On behalf of PSM and to induce Pacquiao into signing
6 a new agreement with PSM, Jimena promised Pacquiao that PSM had already secured eight
7 endorsement deals for Pacquiao. To further induce Pacquiao into signing a new agreement with
8 PSM, Jimena promised on behalf of PSM that Pacquiao’s first bout with PSM as his manager
9 would be a “mega-fight” between Pacquiao and Conor McGregor in December 2020 or January
10 2021, and she further promised on behalf of PSM that the deal for this Pacquiao-McGregor bout
11 was all “lined up” – all that Pacquiao needed to do was sign this new agreement with PSM.
TEL 310.566.9800 • FAX 310.566.9850

12 101. When PSM promised Pacquaio the Pacquiao-McGregor fight, PSM had no
13 intention to perform the promise because PSM knew that McGregor, a PSM-client, was
14 contractually obligated to fight Dustin Poirier in January 2021 and, if McGregor lost, would have
15 to fight Poirier again before being able to fight anyone else. Nonetheless, PSM made the promise
16 with the intention that Pacquiao rely on it and enter the Second PSM Agreement. As a result,
17 Pacquiao signed the Second PSM Agreement in reasonable reliance on PSM’s promise. PSM not
18 only failed to procure the promised bout between Pacquiao and McGregor, but their star client,
19 McGregor, lost both the January 2021 and July 2021 fights against Poirier, breaking his leg in the
20 process.
21 102. When PSM promised Pacquiao that eight endorsement deals would be ready for
22 him as soon as he signed the Second PSM Agreement, PSM had no intention of performing the
23 promise. Indeed, when they made that promise, PSM knew that it did not have any endorsement
24 deals lined up for Pacquiao. Nonetheless, PSM made the promise with the intention that Pacquiao
25 rely on it and enter the Second PSM Agreement. As a result, Pacquiao signed the Second PSM
26 Agreement in reasonable reliance on PSM’s promise. PSM failed to procure the promised
27 endorsement deals for Pacquiao.
28
30750-00002/748113 21
1 103. As a direct and proximate result of PSM’s false promises, Pacquiao has suffered,
2 and will continue to suffer, monetary damages in an amount to be proven at trial, which amount
3 exceeds the jurisdictional minimum of this Court.
8 FIFTH CAUSE OF ACTION
9 (Fraud - Fraudulent Concealment)


TEL 310.566.9800 • FAX 310.566.9850

12 106. To induce Pacquiao to enter into the Second PSM Agreement and become a PSM
13 client, PSM intentionally represented to Pacquaio that they would arrange, as his first boxing
14 match under his relationship with PSM, a fight against PSM-client Conor McGregor. As further
15 inducement, PSM also intentionally represented to Pacquiao that they had upwards of eight
16 endorsement deals lined up for him, ready to be delivered upon his signing the agreement. PSM
17 made these representations to Pacquiao through its attorney, Karen Jimena, at meetings in
18 Pacquiao’s home office in September and October 2020.

19 107. More specifically, on or around September 12, 2020, the following people came to
20 Pacquiao’s home and met with him in his office in the City of General Santos in the Philippines:
21 his business manager Arnold Vegafria, his attorney Brando Viernesto, his assistant David Sisson,
22 and PSM’s attorney Karen Jimena. During that meeting, on behalf of PSM, Jimena showed
23 Pacquiao a new draft agreement with PSM. On behalf of PSM and to induce Pacquiao into signing
24 a new agreement with PSM, Jimena promised Pacquiao that PSM had already secured eight
25 endorsement deals for Pacquiao. To further induce Pacquiao into signing a new agreement with
26 PSM, Jimena promised on behalf of PSM that Pacquiao’s first bout with PSM as his manager
27 would be a “mega-fight” between Pacquiao and Conor McGregor in December 2020 or January
28
30750-00002/748113 22
1 2021, and she further promised on behalf of PSM that the deal for this Pacquiao-McGregor bout
2 was all “lined up” – all that Pacquiao needed to do was sign this new agreement with PSM..
3 108. PSM’s representations to Pacquaio regarding the potential of a Pacquiao-McGregor
4 fight concealed the fact that PSM knew that McGregor, a PSM-client, was contractually obligated
5 to fight Dustin Poirier in January 2021, and if McGregor lost, would have to fight Poirier again
6 before being able to professional fight against anyone else. Pacquiao was unaware of McGregor’s
7 contractual obligations, could not have discovered them, and would not have signed the Second
8 PSM Agreement had he known of these obligations.
9 109. PSM’s representations to Pacquiao regarding the eight pending endorsement deals
10 concealed that PSM did not have any endorsement deals lined up for Pacquiao. Pacquiao did not
11 know that PSM had no endorsement deals prepared for Pacquiao, could not have discovered this,
TEL 310.566.9800 • FAX 310.566.9850

12 and would not have signed the Second PSM Agreement if he knew PSM had no endorsement
13 deals to offer him.
14 110. PSM had a duty to disclose their lack of endorsements and McGregor’s fight
15 obligations to Poirier because it affirmatively represented the opposite to Pacquiao as means of
16 inducing him to sign the agreements, and by virtue of being in a fiduciary relationship with
17 Pacquiao.
18 111. PSM also purposely concealed from Pacquiao that it had a contractual relationship
19 with Pacquiao’s business manager and representative in the negotiations of the Second PSM
20 Agreement, Arnold Vegafria. Indeed, in order to suppress this fact even further, PSM included a
21 provision in the Second PSM Agreement which explicitly stated that Pacquiao “engages and
22 authorizes Arnold Vegafria . . . to represent and communicate [Pacquiao’s] wishes for purposes of
23 speaking on his behalf and binding him, such that [PSM] can rely on [Vegafria’s] words and
24 actions as representing [Pacquiao’s] words and actions.” Pacquiao did not know that PSM had
25 engaged Vegafria in a separate contract, and at no point in the negotiations did PSM make this
26 known to Pacquiao. Instead, PSM intended to deceive Pacquiao by concealing their relationship
27 with Vegafria so that Vegafria could convince Pacquiao to accept contract terms that were
28
30750-00002/748113 23
1 unfavorable to him and only favorable to PSM. For example, the Supplement to the Second PSM
2 Agreement made several changes that made the agreements much more favorable to PSM:
3 a. Paragraph 6 was changed to make PSM’s potential failure to pay the second
4 USD $2 million portion of the Purse Advance not a material breach;
5 b. Paragraph 16 was changed to require Pacquiao to complete two professional
6 boxing fights before Pacquiao could terminate the agreement;
7 c. Paragraph 17 was changed so that only PSM “shall have the right to terminate
8 this Agreement for cause, per sections 3 and 20 of this Agreement” whereas
9 “[b]oth parties” previously had such a right to terminate in the Second PSM
10 Agreement; and
11 d. Paragraph 21 was changed to make the liquidated damages provision only

TEL 310.566.9800 • FAX 310.566.9850

12 apply to breaches by Pacquaio, not breaches by PSM. In contrast, both parties
13 had the right to liquidated damages for the other party’s material breach in the
14 Second PSM Agreement.
15 112. Had Pacquiao known about PSM’s contractual relationships with Vegafria, he
16 would not have signed the Second PSM Agreement or the Supplement thereto.
17 113. PSM had a duty to disclose their contractual relationship with Vegafria to Pacquiao
18 because PSM was in a fiduciary relationship with Pacquiao.

19 114. As a direct and proximate result of PSM’s fraudulent concealment, Pacquiao has
20 suffered, and will continue to suffer, monetary damages in an amount to be proven at trial, which
21 amount exceeds the jurisdictional minimum of this Court.
26
27
28
30750-00002/748113 24
1 SIXTH CAUSE OF ACTION
2 (Declaratory Relief)
5 117. An actual controversy has arisen and now exists between Pacquiao and PSM
6 concerning their respective rights and duties under the Second PSM Agreement and the
7 Supplement thereto.
8 118. Pacquiao desires a judicial determination of the rights and duties of the parties, a
9 declaration of PSM’s obligations to honor the terms and conditions of the Second PSM Agreement
10 and Supplement thereto referenced herein, and a declaration that, because Pacquiao had a pre-
11 existing agreement with TGB obligating him to fight a “2nd Fight,” and because the Second PSM
TEL 310.566.9800 • FAX 310.566.9850

12 Agreement specifically stated that Pacquiao’s pre-existing obligations had priority, Pacquiao’s
13 participation in the August 21, 2021 fight against Errol Spence is not in violation of the Second
14 PSM Agreement. A judicial determination is necessary and appropriate at this time in order to
15 ascertain the parties’ rights and duties to one another.
16 PRAYER FOR RELIEF
17 WHEREFORE, Pacquiao prays for judgment against the Cross-Defendants, and each of
18 them, as follows:
19 1. For a judicial declaration of the parties’ contractual rights and duties in connection
20 with the Second PSM Agreement and the Supplement thereto as alleged herein, including but not
21 limited to a judicial declaration that Pacquiao’s participation in the August 21, 2021 fight against
22 Errol Spence is not in violation of the Second PSM Agreement and the Supplement thereto;
23 2. For monetary damages;
24 3. For Pacquiao’s costs of suit in this action and Pacquiao’s reasonable attorneys’ fees
25 as required by Paragraph 30 of the Second PSM Agreement;
26 4. For punitive damages in an amount to be proven at trial;
27 5. That Pacquiao be awarded pre-judgment and post-judgment interest in the
28 maximum amount allowed by law; and
30750-00002/748113 25
1 6. For such further relief as the Court may deem just and proper.
3 DATED: July 30, 2021 KINSELLA WEITZMAN ISER KUMP HOLLEY LLP
5
By: /s/ Dale F. Kinsella
6 Dale F. Kinsella
Joshua M. Rosenberg
7 Allen Secretov
Attorneys for Defendant and Cross-Complainant
8
Emmanuel Dapidran Pacquiao
9
DEMAND FOR TRIAL BY JURY
10
Defendant and Cross-Complainant Emmanuel Dapidran Pacquiao hereby demands trial by

11
TEL 310.566.9800 • FAX 310.566.9850
jury on all issues and causes of action triable by jury.

12
13
DATED: July 30, 2021 Respectfully submitted,
14
15
16
17 By: /s/ Dale F. Kinsella

Dale F. Kinsella
18 Joshua M. Rosenberg
Allen Secretov
19
Attorneys for Defendant and Cross-Complainant
20 Emmanuel Dapidran Pacquiao
21
22
23
24
25
26
27
28
30750-00002/748113 26
1 PROOF OF SERVICE
2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
3 At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Los Angeles, State of California. My business address is 808 Wilshire
4 Boulevard, 3rd Floor, Santa Monica, CA 90401.
5 On July 30, 2021, I served the following document(s) described as DEFENDANT AND
CROSS-COMPLAINANT EMMANUEL DAPIDRAN PACQUIAO’S CROSS-
6 COMPLAINT FOR: (1) BREACH OF CONTRACT; (2) BREACH OF IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING; (3) BREACH OF FIDUCIARY
7 DUTY; (4) FRAUD – FALSE PROMISE; (5) FRAUD – FRAUDULENT CONCEALMENT;
AND (6) DECLARATORY RELIEF on the interested parties in this action as follows:
8
9 Kathryn M. Low, Esq. Attorneys for Plaintiff Paradigm Sports

Virginia L. Price, Esq. Management, LLC
10 PRICE PELLETIER, LLP Tel: 619.349.5200
530 B Street, Suite 1310 Fax: 619.349.5225

11 San Diego, CA 92101 pricev@pricepelletier.com
TEL 310.566.9800 • FAX 310.566.9850
lowk@pricepelletier.com
12
Judd Burstein, Esq. Attorneys for Plaintiff Paradigm Sports
13 Peter B. Schalk, Esq. Management, LLC
Steven N. Gordon, Esq. Tel: 212.974.2400
14 JUDD BURSTEIN, P.C. Fax: 212.974.2944
260 Madison Avenue, 15th Floor jburstein@burlaw.com
15 New York, NY 10016 pschalk@burlaw.com
sgordon@burlaw.com
16
Brad D. Brian Attorneys for Proposed Intervenor TGB
17 E. Martin Estrada Promotions, LLC
John L. Schwab Tel: 213-683-9100
18 John B. Major Fax: 213-687-3702
MUNGER, TOLLES & OLSON LLP brad.brian@mto.com
19 350 South Grand Avenue, Fiftieth Floor martin.estrada@mto.com
Los Angeles, CA 90071-3426 john.schwab@mto.com
20 john.major@mto.com
21
BY ELECTRONIC SERVICE: (Code Civ. Proc. § 1010.6, Cal. Rules of Court, rule 2.251, I
22 caused the document(s) to be sent from e-mail address choffman@kwikhlaw.com to the persons at
the e-mail addresses listed above or the Service List. I did not receive, within a reasonable time
23 after the transmission, any electronic message or other indication that the transmission was
unsuccessful.
24
I declare under penalty of perjury under the laws of the State of California that the
25 foregoing is true and correct. Executed on July 30, 2021, at Los Angeles, California.
26
27
Candace E. Hoffman
28
30750-00002/748113 27

Pacquiao Cross Complaint Against Paradigm Sports Management For Fraud

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Pacquiao Cross Complaint Against Paradigm Sports Management For Fraud

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Electronically Filed by Superior Court of California, County of Orange, 07/30/2021 04:18:00 PM.

1 KINSELLA WEITZMAN ISER KUMP HOLLEY LLP

7 Attorneys for Defendant and Cross-Complainant

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

TEL 310.566.9800 • FAX 310.566.9850

13 PARADIGM SPORTS MANAGEMENT, Case No. 30-2021-01207553-CU-BC-CJC

18 Defendants. (1) BREACH OF CONTRACT;

2 Complainant”) alleges as follows:

3 NATURE OF THE ACTION

4 1. Pacquiao is a legendary professional boxer and widely considered one of the

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13 bouts in his professional boxing career.

20 4. Plaintiff and Cross-Defendant Paradigm Sports Management, LLC (“PSM”) has

24 5. To say that PSM has unlawfully attempted to take advantage of Pacquiao is an

5 lucrative bout on August 26, 2017.

11 never intended to advance the full USD $4 million to Pacquiao.

TEL 310.566.9800 • FAX 310.566.9850

14 advisor Arnold Vegafria.

3 addition to MMA fighters.

8 14. Defendant and Cross-Complainant Pacquiao is the international professional

11 15. Plaintiff and Cross-Defendant Paradigm Sports Management, LLC (“PSM”) is a

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14 in Irvine, California, in Orange County.

3 JURISDICTION AND VENUE

5 of Orange under section 410.10 of the California Code of Civil Procedure.

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17 A. Pacquiao Forms A Contractual Relationship With TGB Promotions

18 22. Defendant and Cross-Complainant Emmanuel Dapidran Pacquiao (“Pacquiao”) is

23 about the bouts in his professional boxing career.

5 modified purse for the “2nd Fight.”

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22 B. Pacquiao Enters Into First PSM Agreement

2 in exchange for a commission percentage of its clients’ income.

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15 happen” appealed to Pacquiao.

27 pending contractual obligation with TGB to perform the “2nd Fight.”

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14 LLP, to send PSM a notice of termination of the First PSM Agreement.

22 any fights, contracts, or other opportunities for Pacquiao.

24 of the First PSM Agreement.

25 D. PSM Forces Pacquiao Into The Second PSM Agreement

9 40. Jimena promised on behalf of PSM to transfer USD $4 million to Pacquiao as a

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23 professional boxing fights.”

2 Amendment to perform the “2nd Fight.”

4 USD $4 million to Pacquiao as an advance payable in two installments: USD $2 million

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12 event of a material breach.

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13 Agreement, and USD $2 million on or before November 6, 2020.

21 an adequate remedy at law for a material breach by Pacquiao.

6 contractual obligations entered into by” Pacquiao.

7 E. PSM Materially Breaches the Second PSM Agreement

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3 F. PSM Fraudulently Induced Pacquiao Into Entering the Second PSM

11 later than November 6, 2020.

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21 concealing facts material to Pacquiao’s decision to enter into the agreements.

22 58. Specifically, on information and belief, while negotiating with Pacquiao in

11 against Poirier in 2021.

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6 PSM as his manager.