1 SANFORD L.

MICHELMAN (SBN 179702)

smichelman@mrllp.com
2 JON-JAMISON HILL (SBN 203959)
jhill@mrllp.com
3 MICHELMAN & ROBINSON, LLP
10880 Wilshire Blvd, 19th Floor
4 Los Angeles, CA 90024
Telephone: (310) 299-5500
5 Facsimile: (310) 299-5600

6 MONA Z. HANNA (SBN 131439)

mhanna@mrllp.com
7 TODD H. STITT (SBN 179694)
tstitt@mrllp.com
8 MICHELMAN & ROBINSON, LLP
17901 Von Karman Avenue, 10th Floor
9 Irvine, CA 92614
Telephone: (714) 557-7990
10 Facsimile: (714) 557-7991

11 Attorneys for Plaintiff

Michael E. Kassan
12

13
SUPERIOR COURT OF THE STATE OF CALIFORNIA
14
FOR THE COUNTY OF LOS ANGELES
15

16 MICHAEL E. KASSAN, an individual, Case No.:

17 Plaintiff,
COMPLAINT FOR:
18 vs. (1) SLANDER PER SE
(2) LIBEL PER SE
19 BRYAN JOEL FREEDMAN, an individual;
FREEDMAN TAITELMAN + COOLEY,
20 LLP, a California limited liability partnership;
and JURY TRIAL DEMANDED
21 DOES 1 through 25,

22 Defendants. Action Filed: March 28, 2024

Trial Date: None Set
23

24

25

26
27

28

1
COMPLAINT
 1 Plaintiff Michael E. Kassan (“Kassan” or “Plaintiff”) alleges as follows:

2 INTRODUCTION

3 1. On March 12, 2024, Michael Kassan (“Kassan”) filed his Demand in Arbitration

4 against United Talent Agency (“UTA”), and others, for its breach of his Partner Services Agreement

5 (“PSA”), among other things. What has shaken up UTA the most is that Kassan negotiated for the

6 right to compete if he elected to waive his $10,000,000 severance package, which he did in his

7 resignation letter. Since that time, UTA has done everything in its power to attempt to destroy Kassan

8 with the hope that while UTA does not have a contractual non-compete, it could create a non-compete

9 by defamation. Meaning, if UTA could destroy Kassan’s reputation, employees and clients would not

10 follow him to his next venture, thereby creating a form of a non-compete by defaming him. UTA has

11 routinely rendered insults, false innuendos, and even frivolous claims against Mrs. Kassan (as gross

12 as that may be) to tarnish his reputation. Kassan has ignored these low-rent tactics – until now.

13 2. Representing UTA is Bryan Joel Freedman (“Freedman”) of Freedman, Taitelman &

14 Cooley, LLP (“FTC”). Since inception, Freedman has done everything to try and publicly tarnish

15 Kassan. For example, despite UTA having each employee (including Kassan) execute the UTA

16 mutual and binding arbitration agreement that Freedman has routinely fought to enforce on other

17 UTA matters, he caused a lawsuit to be filed by UTA in the Los Angeles Superior Court containing

18 frivolous and highly charged allegations. In response, Kassan’s counsel sent Freedman a letter

19 demanding the lawsuit be dismissed or face sanctions.1 Almost immediately thereafter, Freedman

20 filed a First Amended Complaint dropping every claim, but only after it was reported in the media.

21 But even then, Freedman’s handiwork was not complete.

22 3. Knowing that Kassan’s profession consists of providing important strategic advice to

23 the largest companies in the world, on behalf of his clients, Freedman took aim at the heart of Kassan’s

24 livelihood and profession and engaged in a sharp-shooting character assassination plan to further the

25 scheme of trying to create a non-compete by defamation. Specifically, Freedman “proclaimed2” to a

26 reporter at Deadline that Kassan compulsively and repeatedly lies because Kassan has the clinical
27

28 1
The referenced letter is attached to this complaint as “Exhibit 1.”
2
“Proclaim” is defined as to “announce officially”.
2
COMPLAINT
 1 pathology of a mental disease – a “pathological liar.” This statement was made as if it was relaying a

2 fact. This statement by Freedman was malicious and intentional. Stated another way, a non-compete

3 by defamation. Freedman did not just say this to a few people, he said it to countless people via

4 Deadline article so he could inflict maximum damage. Freedman is not just a sophisticated lawyer

5 and knew what he was doing was illegal but has also been a party to litigation in the past and

6 understands what this strategy could do to a person’s reputation. Freedman broke the law by defaming

7 Kassan, and as an agent of his clients, so too did they.

8 4. The harm Freedman’s false and malicious statements have caused cannot now be

9 undone. Through this lawsuit, Kassan seeks, as best he can, to remedy Freedman’s and FTC’s

10 wrongful, illegal, and defamatory conduct.

11 JURISDICTION AND VENUE

12 5. This Court has jurisdiction over this matter, and venue is proper in the County of Los

13 Angeles pursuant to California Code of Civil Procedure section 395, because the events that form the

14 basis for this action took place in the County of Los Angeles and at least one of the defendants is

15 located and resides within the County of Los Angeles.

16 PARTIES

17 6. Michael E. Kassan is an individual who was the founder of, and until recently, the

18 Chairman and CEO of Media Link, LLC (“MediaLink”).

19 7. Defendant Bryan Joel Freedman is an individual. Plaintiff is informed and believes

20 and, on that basis, alleges that Freedman resides in the County of Los Angeles.

21 8. Plaintiff is informed and believes and, on that basis, alleges that Defendant Freedman

22 Taitelman & Cooley, LLP is a California limited liability partnership. FTC’s principal place of

23 business is located at 1801 Century Park West, Los Angeles, California. Freedman is a principal of

24 FTC, and in taking the acts alleged in this complaint, Freedman was acting as a representative for,

25 and agent of, FTC.

26 9. Plaintiff is informed and believes and, on that basis, alleges that at all relevant times,
27 the defendants sued herein as Does 1 through 25, inclusive, and each of them, were employees or

28 agents of FTC and/or Freedman and are in some way responsible for the acts and events complained

3
COMPLAINT
 1 of herein and proximately caused injuries and damages to Plaintiff which are described in this

2 complaint. Plaintiff is informed and believes and, on that basis, alleges that in doing the things

3 hereinafter alleged, each of the defendants sued as Does 1 through 25 was acting within the course

4 and scope of such employment or agency.

5 10. The true names and capacities of the persons named herein as Does 1 through 25 are

6 presently unknown to Plaintiff, who therefore sues said persons and/or entities by such fictitious

7 names. Plaintiff will seek leave to amend this complaint to show the true names and capacities of

8 these Doe defendants when their identities have been ascertained, or according to proof at trial.

9 COMMON FACTUAL ALLEGATIONS

10 11. Kassan founded MediaLink in or around 2003, and he acted as Chairman and CEO

11 until March 2024. MediaLink is a consulting firm in media and marketing that connects the

12 advertising, marketing, content, technology, and sales industries with strategic advice, among other

13 things.

14 12. Through MediaLink, Kassan offered strategic media and marketing consulting

15 services to a wide range of communities across the United States and internationally. MediaLink

16 customers relied on those thoughts, opinions, and advice to drive their own business goals.

17 13. Kassan grew MediaLink by using his well-known unique style to create a strong

18 network and customer base for the company. Under Kassan’s leadership, a cornerstone of

19 MediaLink’s success was becoming a trusted partner and strategic advisor to its clients and their

20 businesses.

21 14. Over the years, several companies have expressed interest in acquiring MediaLink.

22 15. In 2017, Ascential Group Limited (“Ascential”), a public media company based in

23 London, England, approached Kassan about acquiring MediaLink. Kassan ultimately agreed to

24 Ascential acquiring MediaLink and the two companies completed an acquisition. Kassan remained at

25 the helm of the business and continued to employ the same “past practices” that made MediaLink a

26 success.
27 16. In or around September 2021, Ascential, UTA, and Kassan engaged in discussions

28 concerning the possibility of UTA purchasing MediaLink.

4
COMPLAINT
 1 17. UTA ultimately agreed to acquire MediaLink. The deal was heavily negotiated, and

2 UTA performed significant due diligence with Ascential before executing any final contracts.

3 Ascential was required to, and did, provide all information to UTA regarding MediaLink and

4 Kassan’s “past practices” on how he operated MediaLink.

5 18. On December 15, 2021, after financial diligence concerning “past practices”, UTA

6 and Ascential executed a Purchase and Sale Agreement through which UTA acquired all the equity

7 and interests of MediaLink and certain assets and liabilities relating to its business.

8 19. UTA made the deal contingent on Kassan’s agreement to continue as Chairman and

9 CEO of MediaLink, and specifically, operating MediaLink “consistent with past practices”. On

10 December 15, 2021, UTA and Kassan executed, among other things, a Partner Services Agreement

11 (“PSA”) that memorialized Kassan’s obligation to operate MediaLink “consistent with past

12 practices”.

13 20. While Kassan was, according to assurances made to him during the negotiation

14 process and under the terms of his PSA, to remain in charge of MediaLink and related business

15 activities, UTA’s CEO, Jeremy Zimmer had other plans – secret plans.

16 21. One such secret plan was that pursuant to the PSA, David Anderson and Julian Jacobs

17 were to report to Kassan. However, Kassan later learned that Zimmer secretly told Anderson and

18 Jacobs that they could ignore their obligation to report to Kassan despite being an expressed term of

19 the PSA (Section 2(a)) and, in exchange, Zimmer made them “Partners” at UTA after the Purchase

20 and Sale Agreement was signed. Zimmer and UTA also attempted to eliminate certain other “past

21 practices” despite their expressed inclusion in the PSA. Kassan would have never agreed to the sale

22 of MediaLink to UTA had he known about these secret plans.

23 22. Having exhausted all reasonable efforts to try resolve UTA’s breaches, on March 6,

24 2024, Kassan sent UTA his Notice of Termination for “Good Reason.” The Notice of Termination

25 included an election by Kassan, expressly provided for in the PSA, to forgo any severance payment

26 in exchange for a release of all restrictive covenants and obligations contained in the PSA.
27 23. In retaliation and response, on March 7, 2024, UTA purported to terminate Kassan for

28 cause after Kassan resigned. Thereafter, UTA then went on a vitriolic media blitz to tarnish Kassan’s

5
COMPLAINT
 1 reputation in the industry. UTA had others, including Freedman and FTC who are UTA’s attorneys,

2 amplify its efforts by, among other things, making false and defamatory statements about Kassan.

3 24. As part of the concerted efforts to assassinate Kassan’s character, several false

4 statements have been planted to the media, which were then amplified in publicly released articles.

5 Freedman and FTC have been instrumental in the attempts to publicly smear Kassan in the media.

6 25. Then, on or about March 25, 2024, Freedman crossed the line and made a shocking

7 and defamatory statement about Kassan to a Deadline journalist. Specifically, a Deadline article

8 quoted Freedman as saying: “‘Michael Kassan is a pathological liar,’ proclaimed the Freedman

9 Taitelman + Cooley attorney”. The article specifically identifies Freedman as the FTC attorney who

10 “proclaimed” to proudly make the shocking and defamatory statement.

11 26. The phrase “pathological liar” conjures an image of a person who compulsively lies,

12 even where the person does not benefit from the lie or where the lie will have detrimental

13 consequences.

14 27. Freedman made the statement with the specific intent to harm Kassan in his future

15 business endeavors, as well as being a personal attack on Kassan’s character, to create a non-compete

16 by defamation. Deadline is a publication that focuses on entertainment and media news, an industry

17 in which Kassan has been immersed for decades. It is the very type of publication that his peers,

18 associates, and past and potentially future clients read.

19 28. Freedman’s malicious intent to harm Kassan is also shown by the larger context in

20 which Freedman made the statement. Freedman has openly shown his hostility towards Kassan in the

21 past few weeks where Freedman has acted as UTA’s mouthpiece in the media. Plaintiff is informed

22 and believes and, on that basis, alleges that Freedman made the statement in a broader effort to further

23 UTA’s attempt to punish Kassan for resigning his position with MediaLink and electing to compete.

24 29. Furthermore, Freedman does not know Kassan, and has had no business dealings with

25 him at all, that would allow Freedman to assess whether Kassan is a “pathological liar,” as Freedman

26 has told the world. In fact, Freedman has never had any relationship with Kassan whatsoever. Nor
27 was Freedman reporting on the content of the allegations. Freedman’s statements had no value other

28 than to defame Kassan to try and stop him from competing.

6
COMPLAINT
 1 30. Freedman no doubt made the statement identified in Paragraph 25, above, to Deadline

2 with the intention of having the media outlet broadly republish the statement to the public, in written

3 form. For this reason, later republication of the statements was reasonably foreseeable (and, in fact,

4 intended) when Freedman made the defamatory statement.

5 31. Freedman’s actions in making the false statement to Deadline had its desired effect.

6 Deadline reprinted Freedman’s statement and republished it to the world. Kassan has been left to try

7 to mitigate the harm Freedman’s wrongful actions have caused him, and his family.

8 32. MediaLink was valued at $125,000,000, as evidenced by the fact that is what UTA

9 paid Ascential to acquire it. UTA had little doubt that Kassan could create his next venture with the

10 same or greater value since he elected to waive his severance and compete, as he was permitted to do

11 pursuant to his PSA. Freedman’s (and UTA / Zimmer) illegal conduct has impaired Kassan’s ability

12 to do so, and as a result, seeks damages herein from Freedman and FTC.

13 CAUSES OF ACTION

14 FIRST CAUSE OF ACTION

15 SLANDER PER SE

16 (Against all Defendants, jointly, severally, and collectively)

17 33. Plaintiff re-alleges and incorporates by reference Paragraphs 1 through 32 of this

18 complaint, as though fully set forth herein.

19 34. Freedman, as a principal and agent of FTC and acting in that capacity, made the

20 statement about Kassan identified in Paragraph 25, above, to at least one person at Deadline. Freeman

21 made the statement with the understanding and intention that it would be republished in a widely

22 disseminated article about Kassan and ultimately viewable by anyone who can access Deadline’s

23 website or simply Google Kassan’s name.

24 35. The defamatory meaning of Freedman’s statement is clear from the text of the

25 statement itself. Freedman’s “proclamation” that Kassan is a “pathological liar” would generally be

26 understood.
27 ///

28 ///

7
COMPLAINT
 1 36. The statement is false and was false at the time it was made. Plaintiff is informed and

2 believes and, on that basis, alleges that at the time Freedman made the statement, he knew it to be

3 false.

4 37. Plaintiff is informed and believes and, on that basis, alleges that Freedman made the

5 statement with actual malice. As alleged in Paragraphs 27 through 29, above, the statement was made

6 with hostility and the intention of punishing Kassan, in an effort to prevent Kassan from transitioning

7 to a new business venture, and to harm his business connections and prospects and was made with

8 either knowledge of its falsity or in reckless disregard for its falsity.

9 38. Freedman’s statement constitutes slander per se pursuant to California Civil Code

10 section 46(3), because it tends to directly injure Kassan in his profession and business dealings, where

11 Kassan relies on his reputation for being a trusted business partner and advisor to his clients.

12 39. As a direct and proximate result of Defendants’ actions, Plaintiff has suffered harm

13 and damages. At this time, Plaintiff has not been able to fully quantify his actual damages and, due

14 to their nature, Plaintiff’s damages continue to accrue. Plaintiff is informed and believes and, on that

15 basis, alleges that those damages exceed the jurisdictional minimum of this Court. These damages

16 arise from the harm to Plaintiff’s reputation, both personally and in his business, trade and profession,

17 as well as the emotional distress Defendants intended to cause.

18 40 Defendants committed the aforementioned acts maliciously, oppressively, with

19 conscious disregard for the rights of Plaintiff and with the wrongful intention of harming Plaintiff.

20 Plaintiff is thus entitled to recover punitive damages from Defendants pursuant to California Civil

21 Code section 3294.

22 41. Due to the nature of the harm Defendants have caused here, namely the reputational

23 damage caused by the statement and its wide public dissemination, as well as Defendants’ ability to

24 continue that wrongful and harmful conduct, monetary damages cannot full compensate Plaintiff for

25 the harm or make Plaintiff fully whole. Plaintiff seeks appropriate injunctive relief to prevent

26 Defendants from making the same or substantially similar defamatory statements about Plaintiff.
27 ///

28 ///

8
COMPLAINT
 1 SECOND CAUSE OF ACTION

2 LIBEL PER SE

3 (Against all Defendants, jointly, severally, and collectively)

4 42. Plaintiff re-alleges and incorporates by reference Paragraphs 1 through 32 of this

5 complaint, as though fully set forth herein.

6 43. Freedman, as a principal and agent of FTC and acting in that capacity, made the

7 statement about Kassan identified in Paragraph 25, above, to at least one person at Deadline. with the

8 intention that Deadline would more widely reprint the statement. As alleged in Paragraph 25, above,

9 Deadline did reprint Freedman’s statement in a written article that was, and remains, viewable by

10 anyone who can access Deadline’s website or by Googling Kassan’s name.

11 44. The defamatory meaning of Freedman’s statement is clear from the text of the

12 statement itself. Freedman’s proclamation that Kassan is a “pathological liar” would generally be

13 understood by a listener.

14 45. The statement is false and was false at the time it was made. Plaintiff is informed and

15 believes and, on that basis, alleges that at the time Freedman made the statement, he knew it to be

16 false or, at a minimum, made the statement in reckless disregard of its falsity.

17 46. Plaintiff is informed and believes and, on that basis, alleges that Freedman made the

18 statement with actual malice. As alleged in Paragraphs 27 through 29, above, the statement was made

19 with hostility and the intention of punishing Kassan, in an effort to prevent Kassan from transitioning

20 to a new business venture and to harm his business connections and prospects and was made with

21 either knowledge of its falsity or in reckless disregard for its falsity.

22 47. Freedman’s statement constitutes libel per se because the statement’s defamatory

23 meaning is plain on its face and the statement tends to directly injure Kassan in his profession and

24 business dealings, where Kassan relies on his reputation for being a trusted business partner and

25 advisor to his clients.

26 48. As a direct and proximate result of Defendants’ actions, Plaintiff has suffered harm
27 and damages. At this time, Plaintiff has not been able to fully quantify his actual damages and, due

28 to their nature, Plaintiff’s damages continue to accrue. Plaintiff is informed and believes and, on that

9
COMPLAINT
 1 basis, alleges that those damages exceed the jurisdictional minimum of this Court. These damages

2 arise from the harm to Plaintiff’s reputation, both personally and in his business, trade and profession,

3 as well as the emotional distress Defendants intended to cause.

4 49. Defendants committed the aforementioned acts maliciously, oppressively, with

5 conscious disregard for the rights of Plaintiff and with the wrongful intention of harming Plaintiff.

6 Plaintiff is thus entitled to recover punitive damages from Defendants pursuant to California Civil

7 Code section 3294.

8 50. Due to the nature of the harm Defendants have caused here, namely the reputational

9 damage caused by the statement and its wide public dissemination, as well as Defendants’ ability to

10 continue that wrongful and harmful conduct, monetary damages cannot full compensate Plaintiff for

11 the harm or make Plaintiff fully whole. Plaintiff seeks appropriate injunctive relief to prevent

12 Defendants from making the same or substantially similar defamatory statements about Plaintiff.

13 PRAYER FOR RELIEF

14 WHEREFORE, Plaintiff Michael E. Kassan prays that the Court enter judgment against

15 Defendants, and each of them jointly, severally, and collectively, as follows:

16 A. For monetary damages in an amount to be proven at trial, but in at least the amount of

17 $125,000,000.

18 B. For preliminary and/or permanent injunctive relief prohibiting all Defendants, their

19 employees, personnel, affiliates, and others acting in concert with them, from making the same or

20 substantially similar defamatory statement.

21 C. For an award of punitive damages in an amount to be proven at trial.

22 D. For an award of costs.

23 E. For all other relief the Court deems appropriate and just.

24

25 Dated: March 28, 2024 MICHELMAN & ROBINSON, LLP

26
27 By:
Sanford L. Michelman
28 Mona Z. Hanna
Todd H. Stitt
Attorneys for Michael E. Kassan
10
COMPLAINT
 1 DEMAND FOR JURY TRIAL

2 Plaintiff hereby demands a trial by jury on its claims.

4 Dated: March 28, 2024 MICHELMAN & ROBINSON, LLP

6 By:
Sanford L. Michelman
7 Mona Z. Hanna
Todd H. Stitt
8 Attorneys for Michael E. Kassan

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COMPLAINT
EXHIBIT 1
 SANFORD L. MICHELMAN Los Angeles Office
smichelman@mrllp.com 10880 Wilshire Blvd., 19th Floor
Los Angeles, CA 90024
P 310.299.5500 F 310.299.5600 www.mrllp.com

March 19, 2024

Via Electronic Mail

Bryan Freedman, Esq.

Freedman, Taitelman + Cooley, LLP
1801 Century City Park West, 5th Floor
Los Angeles, CA 90067
Email: bfreedman@ftllp.com

Re: Sanctions Against United Talent Agency, LLC For Filing a Frivolous Lawsuit

Dear Mr. Freedman:

It is hereby demanded that United Talent Agency, LLC (“UTA”) dismiss its frivolous
Complaint filed against Michael E. Kassan and Michael E. Kassan, Inc. (“MEK, Inc.”) with the Los
Angeles County Superior Court or be faced with a Motion for Sanctions and a lawsuit for Abuse of
Process. This will be your client’s only notice as we will not ask again.

There are Undisputed Facts to Support Sanctions Against UTA

In 2003, Michael Kassan founded MediaLink, LLC (“MediaLink”). Since that time, Mr.
Kassan has operated MediaLink consistently; meaning, the “past practices” have remained the
same for almost twenty years. In fact, after Mr. Kassan sold Medialink to Ascential Group Limited
(“Ascential”) in 2017, his manner of operations remained consistent with “past practices” and
continued thereafter. Consequently, Ascential reaped the rewards for letting Mr. Kassan do so.

In 2021, when Ascential sold MediaLink to your client, UTA not only engaged in exhaustive
diligence, retained a sophisticated law firm to advise it, but also had an internal diligence team
(“UTA Diligence Team”) that reviewed the entire MediaLink business. This diligence and review
went on for months. During that time, the UTA Diligence Team spent weeks negotiating and
defining “past practices”. The term “past practices” appears almost 100 times starting from the
terms sheet(s), drafts of documents, and the final version of the transaction documents. Following
the UTA Diligence Team’s exhaustive review of MediaLink’s business and “past practices”, on
December 15, 2021, UTA’s Chief Operating Officer, Andrew Thau, Esq., executed its Purchase and
Sale Agreement with Ascential (“Purchase Agreement”).

Los Angeles | Orange County | San Francisco | Dallas | Houston | Chicago | New York
Bryan Freedman, Esq.
Freedman, Taitelman + Cooley, LLP
March 19, 2024
Page 2

The Purchase Agreement expressly contains “REPRESENTATIONS AND WARRANTIES

OF BUYER”. [Original Emphasis]. Specifically, as “BUYER”, UTA represented and warranted that:

“Buyer acknowledges and agrees that it has conducted to its satisfaction its
own independent review and analysis of the [Medialink] Business, including
the assets, financial condition, results of operations and activities of the
Business,…Buyer is an informed and sophisticated purchaser, and has
engaged advisors and Representatives, experienced in the evaluation and
purchase of companies,…” See, Purchase Agreement at Section 4.07(a).
[Emphasis added]

The information provided to the UTA Diligence Team (that Andrew Thau, Esq. affirmatively
represented and warranted was reviewed) included items such as MEK, Inc.’s receipt of payment in
the amount of $1,500,000 for “Special Expenses”, a complete list of employees (including Mr.
Kassan’s driver), numerous reports containing “historical business expenses”, and other such
relevant diligence information that UTA and its representatives requested to review. Specifically,
contained within the information to the UTA Diligence Team were payments to and for Mr. Kassan’s
long-time driver, the gifts given to MediaLink clients and employees, the method of such payments
via MediaLink credit card for the past 17 years, various private aviation flights and other such
similar expenditures. As such, we will highlight in Mr. Kassan’s Motion for Sanction and/or lawsuit
for abuse of process the fact that UTA intentionally misrepresented the truth by hiding the fact that
MediaLink paid these expenses directly, and as such, the UTA Diligence Team knew about them
prior to the close of the transaction and continued pay them for the past two years.

Following the UTA Diligence Team’s review of “past practices”, it expressly agreed that Mr.
Kassan “shall” have the “authority, autonomy, discretion…to oversee the financial affairs of the
Company…consistent with past Company practices”. (See, Mr. Kassan’s Partner Services
Agreement (“PSA”), dated December 15, 2021 (emphasis added)). Stated more bluntly, the
expenditures that form the basis of UTA’s unequivocally frivolous lawsuit are similar to those
expenditures made by Mr. Kassan for the past 17 years; meaning, he was consistently operating
MediaLink in accordance with “past practices”. Despite having the information and expressly
agreeing to “past practices” in the PSA, Jeremy Zimmer now frivolously claims ignorance.

Furthermore, on November 26, 2021, Mr. Kassan and UTA agreed to modify Section 3(i)
(“Special Expenses”) “past practices” to “past practices” of “Company”, defined as “MediaLink.” The
revised PSA modified the Special Expenses provision to align to how Kassan incurred “special
expenses” for MediaLink while at Ascential. This precise concept was discussed numerous times
and of course in writing. On December 6, 2021, Mr. Kassan provided the following responses to
UTA’s policies in the Issues List in connection with the negotiation of the Purchase Agreement and
PSA:

Issue: “Fringe Benefits/Travel/Reimbursement/Vacation/PTO policies”

Mr. Kassan’s Response: “These policies cannot apply to Kassan (hence the “historical
business practices” above (such as car payments, etc.). Kassan cannot abide by them…”

Issue: “Special Expenses $950,000 allocation”

Mr. Kassan’s Response: “This issue is that Kassan can allocate (or reserve) for the
$950,000 special expenses, but it does not count against EBITDA unless deployed. Stated another
way, current practice is that $1,500,000 is prepaid to MEK, Inc. (to net $950,000). Here, it is to
be $950,000 prepaid in January and if not all used, any unused portion can be returned to
MediaLink.” Emphasis added.
Bryan Freedman, Esq.
Freedman, Taitelman + Cooley, LLP
March 19, 2024
Page 3

Now, in what smacks of bad-faith and a clear abuse of process, UTA’s lawsuit completely
ignores the fact that UTA made affirmative “representations and warranties” relating to diligence, or
otherwise implying that it (UTA) did not conduct any diligence to understand “past practices” despite
protracted negotiations and the term’s inclusion in the PSA, and that its advisors did not know the
meaning of the term and effectively engaged in an unsophisticated and/or sloppy review and
negotiation of the PSA. It is mindboggling to think that UTA used the term “past practices”, reviewed
all the “past practices” with the UTA Diligence Team, and then feigned surprise that Mr. Kassan ran
MediaLink the identical way he ran it for the prior 17 years – “consistent with past practices”.

What is even more stunning is that UTA is a talent agency that negotiates contracts for its
clients. In the lawsuit, UTA alleges that it drafted and negotiated a term it never understood. The
notion that UTA did not understand “past practices” means one of two things: (1) it did understand
“past practice”, and is simply using this as a pretextual reason to stop Mr. Kassan from competing,
as we have contended in writing for months, or (2) UTA is sloppy and its clients should consider
new representation if this is the standard of care it puts forth in drafting and negotiating contracts.

Even more evidence of a frivolous filing is that UTA alleges that the entire concept of
“Special Expenses” should be ignored and effectively retroactively deleted from the PSA. It is well-
settled law that all terms must be given meaning, and as such, UTA’s lawsuit ignoring “Special
Expenses” is obviously legally frivolous. See Fremont Indem. Co., Inc. v. California Nat. Physician's
Ins. Co., 954 F.Supp. 1399 (1997) (all words must be given weight, and not deemed ’superfluous’,
and consistent with its meaning); See also, C.C.P. Section 128.7. Any such interpretation that
renders the word “superfluous” would be incorrect and contrary to the parties’ intent. Here, UTA and
Mr. Kassan specifically created a category of expenses that were deemed “special”. As defined by
the Oxford dictionary, “special” is “better, greater, or otherwise different from what is usual.” UTA
appears to be interpreting “special expenses” as normal expenses or otherwise typical of any other
expenses; that interpretation is simply inconsistent with the PSA, the drafts of the PSA, the “Issues
List”, and conversations with UTA. Rather, “Special Expenses” was created to permit Mr. Kassan to
spend in a manner that was “otherwise different from what is usual.” In fact, we understand the use
of “special expenses” in Mr. Kassan’s PSA is the only time UTA has embraced this concept,
thereby highlighting its uniqueness.

Even more evidence of sanctionable conduct by UTA is that on December 15, 2021, UTA
approved the MediaLink 2022 budget, which was based on the Ascential expense model. Meaning,
the expenses that UTA claim are at issue now are precisely the same nature of expenses approved
in the 2022 budget. Also, following the close of the transaction, UTA took possession of all the
financial records of MediaLink, which contain the expenses making up “past practices”.

Worse yet, UTA is now frivolously alleging that Ascential somehow engaged in wrongful
conduct. Specifically, as your client knows, Mr. Kassan did not handle the transaction. Rather, it
was Ascential and its team at Fried Frank that did so, given its ownership of MediaLink. Mr. Kassan
was only involved in the negotiation of his PSA, not the Purchase Agreement. Ascential populated
the data room and provided the information to the UTA Diligence Team. UTA is now saying – again,
despite Mr. Thau’s representations to the contrary – that it was ignorant of the “past practices” (for
example, the payment of Mr. Kassan’s driver’s rent which commenced over a year prior to UTA’s
purchase), and that is because Ascential never disclosed this information (or the UTA Diligence
Team negligently failed to diligence “Past Practices”) 1. The allegation UTA is making against

1
On December 9, 2021, in an email, Skadden informed Mr. Kassan’s counsel when Mr. Kassan
requested to have a meeting with Mr. Zimmer that “Zimmer doesn’t do this stuff. This is why Spin et
al are at UTA – to make these deals.” Of course, we were surprised that the UTA Board of Directors
were fine with its CEO not participating in the acquisition of the $125,000,000 acquisition of
MediaLink.
Bryan Freedman, Esq.
Freedman, Taitelman + Cooley, LLP
March 19, 2024
Page 4

Ascential is knowingly frivolous because Ascential provided the UTA Diligence Team with the
documentation establishing “past practices”, and UTA represented it did its “own independent
review and analysis”.

Furthermore, as part of Mr. Kassan’s PSA, UTA mandated that the parties agree to
arbitrate any claims amongst them. Specifically, Section 16 states:

“Arbitration. Attached as Exhibit E hereto and deemed part hereof is the Mutual
Agreement to Arbitrate Claims (the “Arbitration Terms”), all of the terms of which
are incorporated herein by reference and are binding on the Parties…. 2”
[Emphasis added]

The Mutual Agreement to Arbitrate Claims states:

“Media Link, LLC (hereinafter the “Company”) and United Talent Agency, LLC
(“UTA), on the one hand, and I, on the other hand, recognize that disputes may
arise between us during or following my employment with the Company which we
may be unable to resolve to our mutual satisfaction. By entering into this Mutual
Agreement to Arbitrate Claims (the “Agreement”), the Company, UTA and I
anticipate gaining the benefits of a speedy, practical and impartial dispute
resolution procedure, while acknowledging that we both are foregoing resort
to a court of law and resolution by a judge or jury.” [Emphasis added]

Despite UTA drafting mutually binding arbitration provisions, and specifically

acknowledging that the Parties are foregoing court, on March 12, 2024, after Mr. Kassan had
already filed and notified you of his filing a Demand in Arbitration, UTA filed a lawsuit in the Los
Angeles Superior Court. There is absolutely no legitimate justification for doing so. Rather, Mr.
Zimmer threatened Mr. Kassan that he would tarnish him (and embarrass his family 3) if he would
seek to compete, and this was Mr. Zimmer’s way of doing so. Stated another way, UTA via its CEO,
Mr. Zimmer, violated its own arbitration agreement(s) to publicly render frivolous allegations against
Mr. Kassan (and Mrs. Kassan).

UTA’s argument that MEK, Inc. is not a direct party to the PSA, despite being referenced in
it three times, and as such could not be subject to arbitration is per se frivolous and subjects it to
Section 128.7 sanctions. In the complaint your law firm signed, it alleges:

2
The first paragraph of the PSA states: “The Company, UTA and Executive are each referred to
herein as a “Party” and collectively referred to herein as the “Parties”.”
3
Undoubtedly, the court will clearly see through the malicious and offensive allegation against Mrs.
Kassan, especially since UTA’s general counsel, Stefani Liqouri, has the list of every gift
purchased, the recipient, and copies of the emails conclusively showing the credit card was only
used for this purpose. Moreover, UTA has the actual credit card statements for the past decade
confirming that the credit card was used solely for this purpose. The innuendo that Mrs. Kassan
used the credit card for anything other than MediaLink gifts is not just outrageous but demonstrates
to the world the poor character of the people making it. We hereby demand a public retraction of
these statements or UTA and will face yet another lawsuit.
Bryan Freedman, Esq.
Freedman, Taitelman + Cooley, LLP
March 19, 2024
Page 5

Amazingly, UTA alleges that it can file its allegations in the Los Angeles Superior Court
because MEK, Inc. is not a party to the arbitration agreement, but yet alleges that Mr. Kassan and
MEK, Inc. are one and the same. Stated another way, the mere fact that the complaint was filed in
court means the alter ego claim is frivolous, or UTA believes that allegation to be true, but filed in
court to try and tarnish Mr. and Mrs. Kassan in a public filing. Either way, this is evidence of the
abuse of process by UTA and the frivolous allegations. Consequently, sanctions are appropriate for
the clear bad-faith tactics 4.

Finally, as you know, Mr. Kassan is a Partner in UTA. On December 15, 2021, Mr. Kassan
executed a “JOINDER TO LLC AGREEMENT”.

Accordingly, the relationship between Mr. Kassan and UTA is controlled by this agreement
in his sole capacity as a “Member”. This agreement states:

Furthermore, in Section 22 of the PSA, UTA specifically integrated the above in the PSA.
Specifically, it states “This Agreement, together with…the UTA LLC Agreement…embody the entire

4
It will be compelling to the Court that when UTA is sued by employees in court, it immediately seeks
a Stipulation to Arbitrate to remove it from court under the threat of sanctions, or files a Motion to
Compel Arbitration. In addition, you personally handled many of these cases and in doing so contend
that filing in court is improper and arbitration is the only appropriate venue. While we do not agree on
a lot, I do agree with you that your filing this lawsuit in court was improper.
Bryan Freedman, Esq.
Freedman, Taitelman + Cooley, LLP
March 19, 2024
Page 6

agreement of the Parties respecting the matters within their scope.” (Emphasis added) As such, the
UTA allegations against Mr. Kassan are not just factually frivolous, so too is any legal basis for
these claims as they were expressly waived by UTA. As such, UTA’s complaint must be dismissed
in a manner consistent with the above or face monetary sanctions.

As stated above, this will be UTA’s only notification to dismiss its complaint within the time
set forth in Section 128.7 to avoid sanctions. Section 128.7 provides, in pertinent part:

(b) By presenting to the court, whether by signing, filing, submitting, or later

advocating, a pleading, petition, written notice of motion, or other similar paper, an
attorney … is certifying that to the best of the person's knowledge, information, and
belief, formed after an inquiry reasonable under the circumstances, all of the
following conditions are met:

(1) It is not being presented primarily for an improper purpose, such as to

harass or to cause unnecessary delay or needless increase in the cost of
litigation.

(2) The claims… and other legal contentions therein are warranted by
existing law…

(3) The allegations and other factual contentions have evidentiary support
or, if specifically so identified, are likely to have evidentiary support after a
reasonable opportunity for further investigation or discovery.

(c) If, after notice and a reasonable opportunity to respond, the court determines
that subdivision (b) has been violated, the court may, subject to the conditions stated
below, impose an appropriate sanction upon the attorneys, law firms, or parties that
have violated subdivision (b) or are responsible for the violation. …

Advancing knowingly unmeritorious allegations, as UTA has done, is an express violation

of Section 128.7(b) and provides a basis for sanctions against you and your firm, jointly and
severally. See Cal. Code of Civ. Proc. §128.7(c)(1) (the Court shall “award to the party prevailing
on the motion the reasonable expenses and attorney’s fees incurred in presenting or opposing the
motion. Absent exceptional circumstances, a law firm shall be held jointly responsible for violations
committed by its partners, associates, and employees.”). We strongly advise you to dismiss your
complaint.

All rights reserved.

Very truly yours,

MICHELMAN & ROBINSON, LLP

Sanford L. Michelman

SLM:md

Cc: Ronald R. Camhi, Esq.