NATURE OF ACTION AND RELIEF SOUGHT - … · NATURE OF ACTION AND RELIEF SOUGHT . 1. This is an...

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

------------------------------------------------------------------X FRANCESCA RECORDS and : Civ. Action No: 12-cv-11419 JOHN W. GEILS, JR., : : Plaintiffs, : COMPLAINT : v. : : GEILS UNLIMITED, LLC, : T AND A RESEARCH AND DEVELOPMENT : JURY TRIAL DEMANDED CORP., GEILS REUNION, : NICK BEN-MEIR, SETH JUSTMAN, : DANIEL KLEIN, RICHARD SALWITZ and : PETER BLANKFIELD aka PETER WOLF. : : Defendants. : ------------------------------------------------------------------X Plaintiffs Francesca Records ("Francesca Records") and John W. Geils, Jr. ("J. Geils"),

individually, (collectively, "Plaintiffs") by and through their undersigned attorneys, for their

complaint against Defendants Geils Unlimited, LLC ("Geils Unlimited"), T And A Research

And Development Corp. ("T&A"), Geils Reunion, Nick Ben-Meir, Seth Justman, Daniel Klein,

Richard Salwitz and Peter Blankfield aka Peter Wolf (collectively, "Defendants"), respectfully

allege as follows:

NATURE OF ACTION AND RELIEF SOUGHT

1. This is an action seeking declaratory judgments and for trademark infringement,

unfair and deceptive business practices, tortious interference, accounting and breach of fiduciary

duty arising from Defendants' deliberate and unlawful conduct, namely: (i) seeking to

misappropriate and steal from Plaintiffs the names and trademarks Geils, J. Geils, Jay Geils and

J. GEILS BAND; (ii) interfering with Plaintiffs' business activities; (iii) engaging in improper or

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inadequate corporate and accounting practices; and (iv) violating fiduciary duties owed to

Plaintiff J. Geils.

PARTIES

2. Francesca Records is a partnership between Gerard Beaudoin, Jr. ("Gerry"),

Jacqueline Beaudoin ("Jackie") and JKG Engineering, Inc., with a principal place of business in

Waltham, MA. Francesca Records owns all rights, title and interest in and to the J. GEILS

BAND trademark and to the federal registration for such trademark, Reg. No. 3720699 (the "'699

Registration") (collectively, the "J. GEILS BAND trademark").

3. J. Geils is an individual residing in Massachusetts. J. Geils is President of JKG

Engineering, Inc., a corporation organized in the State of Massachusetts.

4. Upon information and belief, Defendant Geils Unlimited is a Massachusetts

limited liability company with its principal place of business at 652 N. Doheney Drive, Los

Angeles, California 90069. Upon information and belief, Geils Unlimited is comprised of the

following members: Nick Ben-Meir, Seth Justman, Daniel Klein (popularly known as "Danny

Klein"), Richard Salwitz (popularly known as "Magic Dick") and Peter Wolf. Upon information

and belief, Peter Wolf's legal name is Peter Blankfield.

5. Upon information and belief, Defendant T&A is a Delaware corporation with its

principal place of business at 652 N. Doheny Drive, Los Angeles, California 90069. Upon

information and belief, the current shareholders of T&A consist of the following: Stephen Bladd,

J. Geils, Seth Justman, Danny Klein and Richard Salwitz.

6. Upon information and belief, Geils Reunion is a partnership between Seth

Justman, Danny Klein, Richard Salwitz, Peter Wolf and J. Geils, with a principal place of

business at 652 N. Doheney Drive, Los Angeles, California 90069.

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7. Upon information and belief, Nick Ben-Meir is an individual residing in the State

of California and who maintains a business address at 652 N. Doheny Drive, Los Angeles,

California 90069. Upon information and belief, Nick Ben-Meir is an officer, director and/or

employee of T&A and an officer, director, employee and/or member of Geils Unlimited.

8. Upon information and belief, Seth Justman is an individual residing in the State of

Massachusetts. Upon information and belief, Seth Justman is President of T&A and an officer,

director and/or member of Geils Unlimited and a partner in Geils Reunion.

9. Upon information and belief, Danny Klein is an individual residing in the State of

Massachusetts. Upon information and belief, Danny Klein is a shareholder of T&A, a member of

Geils Unlimited and/or a partner in Geils Reunion.

10. Upon information and belief, Richard Salwitz is an individual residing in the State

of Massachusetts. Upon information and belief, Richard Salwitz is a shareholder of T&A, a

member of Geils Unlimited and/or a partner in Geils Reunion.

11. Upon information and belief, Peter Wolf is an individual residing in the State of

Massachusetts. Upon information and belief, Peter Wolf is a former president and former

shareholder of T&A, a member of Geils Unlimited and/or a partner in Geils Reunion. Upon

information and belief, Peter Wolf is also known as Peter Wolf d/b/a Pal Park Productions.

JURISDICTION AND VENUE

12. This Court has jurisdiction over the subject matter of this action pursuant to 28

U.S.C. §§ 2201, et seq. (declaratory judgment act), § 1331 (federal question), § 1338(a) (acts of

Congress relating to trademarks) and 28 U.S.C. § 1367 (supplemental jurisdiction over state

claims).

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13. This Court has jurisdiction over Defendants by virtue of the fact that, upon

information and belief, they have transacted business within the State of Massachusetts on a

regular and consistent basis and this is a judicial district in which a substantial part of the events

or omissions giving rise to the complaint have occurred. Upon information and belief, Geils

Unlimited is a Massachusetts domestic corporation and, upon information and belief, all or

substantially all of its members reside in Massachusetts. Upon information and belief, T&A

regularly distributes proceeds to, and transacts business with, its shareholders, all of whom reside

in Massachusetts. Upon information and belief, Geils Reunion is comprised of partners all of

whom reside in Massachusetts.

14. Venue is proper in this District pursuant to 28 U.S.C. § 1391.

FACTUAL ALLEGATIONS

15. This case involves the storied history of one of America's most revered musicians

and guitar legends, J. Geils, and the celebrated music band he founded in 1967.

16. Defendants falsely and illegally claim they own, or have some purported rights,

title or interest in or to, the names or trademarks Geils, J. Geils, Jay Geils and J. GEILS BAND.

17. J. Geils was born John Warren Geils, Jr. in 1946 in New York, New York. From

birth, J. Geils was almost never referred to by his given name, "John Geils". Rather, he has

always been known as either "Jay Geils" or, for the entirety of his professional music career,

namely, from 1967 to the present, simply, "J. Geils."

18. In or about the fall of 1964, J. Geils enrolled at Northeastern University. At the

time, Boston was teeming with talented, up-and-coming musicians pushing music to new edges.

Boston was a cross-roads and a melting pot for folk music, blues and jazz. J. Geils soaked in as

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much of the Boston music scene as he could. Throughout his career, J. Geils' rhythm, style and

sound was infused with the folk music, blues and jazz he witnessed in the 1960's in Boston.

19. In or about 1966, J. Geils left Northeastern University and transferred to

Worcester Polytechnic Institute ("WPI"). At WPI, J. Geils met Richard Salwitz, then a young

harp and harmonica player and other musicians.

20. J. Geils and Richard Salwitz began to perform locally, in and around Worcester,

Massachusetts, featuring J. Geils on acoustic guitar and Richard Salwitz on harmonica.

21. Not long after J. Geils and Richard Salwitz started performing together in or about

1966, they were joined regularly by Danny Klein on washtub bass. Upon information and belief,

other musicians continued to perform from time to time with the group -- which, by 1966, had

become known as "Snoopy and the Sopwith Camels". A true and correct copy of an interview

with Danny Klein is attached hereto as Exhibit A and incorporated herein by reference.

Commercially, while the group was known as Snoopy and the Sopwith Camels, J. Geils was

cultivating business under his name as well.

22. J. Geils led Snoopy and the Sopwith Camels artistically as well as

administratively. J. Geils managed every aspect of the group, including, but not limited, to

management, bookings, payments, marketing, advertising and promotion.

23. J. Geils dropped out of WPI to pursue his music career full-time. Later, Danny

Klein and Richard Salwitz followed suit.

24. Like so many music groups in the 1960's, although amassing an expanding fan

base with every performance booked by J. Geils, Snoopy and the Sopwith Camels was held

together on a shoe-string budget and propelled forward by the persistence and tenacity of its

leader and manager J. Geils. The fact that J. Geils was the leader of the group was starkly evident

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in an interview given by Danny Klein:, "Jay [Geils] started getting more into electric blues, and I

wondered whether I should play bass or drums….Jay said to play bass because it's easier. And he

was right. I started playing electric bass when I was 21." (Exhibit A).

25. Upon information and belief, by 1967, the group was formally known as J. GEILS

BLUES BAND, as well as, simply, J. GEILS BAND. J. Geils continued to lead the group

artistically as well as to manage the business affairs of the J. GEILS BLUES BAND. A true and

correct copy of an excerpt from J. Geils' check register is attached hereto as Exhibit B and

incorporated herein by reference.

26. The J. GEILS BLUES BAND consisted primarily of three regular performers: (i)

the band's namesake and leader, J. Geils; (ii) Richard Salwitz; and (iii) Danny Klein, although

other musicians performed with the group from time to time.

27. The J. GEILS BLUES BAND toured around Massachusetts, but particularly in

the Boston suburbs, playing wherever J. Geils could schedule a performance. In or about 1967, J.

Geils scored his first big break – a steady, recurring gig at the Unicorn Coffee House in Boston

and, later, at the Catacombs in Boston. True and correct copies of webpages from

www.funkyjudge.net showing photos of the J. GEILS BLUES BAND are attached hereto as

Exhibit C and incorporated herein by reference.

28. At about the same time, J. Geils entered into an agreement for Amphion

Management, led by Ray Paret, to handle routine booking and other business for J. Geils and the

J. GEILS BAND, although J. Geils continued to handle financing and monies collected from the

band's gigs.

29. Stephen Bladd, Seth Justman and Peter Wolf joined the band in or about the fall

of 1968.

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30. The J. GEILS BAND had sometimes performed as the J. GEILS QUINTET.

Notably, however, from the beginning, and for all the times relevant herein, the predominant

portion of the name of the band has always been J. GEILS.

31. Upon information and belief, Ray Paret and Amphion Management were adamant

that the band remain connected to its leader and founder J. Geils because, among other things, J.

Geils had built a fan base and following around his name.

32. In an interview with National Public Radio in 2010, Peter Wolf admitted that the

band was, and always would be, J. Geils' band and not anyone else's band: "I met J….and he had

a manager who didn't quite like me and thought I was going to steal [J. Geils] away or

something, so [the manager] said, 'If you want to play with J., you can play with J., but it has to

be under the name J. Geils.' And so I said, 'I don't care. We just want to play music.'" A true and

correct copy of a webpage of Peter Wolf's 2010 NPR interview is attached hereto as Exhibit D

and incorporated herein by reference. (ellipses in original)).

33. Although the group had already been using the name J. GEILS BAND since in or

about 1967 and J. Geils had been performing as J. Geils as a musician under the J. Geils name

even before 1967, after Ray Paret and Amphion Management emphatically communicated that

the band had to belong to J. Geils, the band became, very simply and permanently, known as the

J. GEILS BAND,

34. The J. GEILS BAND quickly attracted a reputation for high-energy performances

in and around Boston.

35. J. Geils next big break came in or about 1970. The J. GEILS BAND was playing

at Boston Tea Party, a historically famous music venue, when an influential executive from

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Atlantic Records attended a performance and immediately sought to sign the band to a recording

contract.

36. The first check from Atlantic Records, made out to the J. GEILS BAND for

$25,000, was sent to J. Geils soon thereafter. Up to this point in time, J. Geils had personally

attended to every aspect of the business affairs of the J. GEILS BAND -- he was the founder,

leader and business manager and had been responsible for every aspect of the J. GEILS BAND,

including, as they became more successful, oversight of Amphion Management.

37. The J. GEILS BAND's debut album, simply titled "The J. Geils Band", was

released in 1970. A true and correct copy of the album cover for "The J. Geils Band" is attached

hereto as Exhibit E and incorporated herein by reference. The album featured a number of hit

songs such as Cruisin for a Love, Hard Drivin' Man, Homework and First I Look at the Purse.

38. With the release of the J. GEILS BAND debut album, J. Geils and the J. GEILS

BAND had reached the type of success most musicians could only dream to achieve. For the first

time since J. Geils began performing with Richard Salwitz in 1966, he delegated all of the J.

GEILS BAND's business functions to a lawyer, agent, manager and accountant.

39. Notwithstanding the success of the band, J. Geils retained sole and exclusive

ownership and control of his names and trademarks, namely, Geils, J. Geils, Jay Geils and J.

GEILS BAND.

40. In 1971, led by hit single Looking for a Love, the J. GEILS BAND released its

second album titled "The Morning After."

41. From April 21, 1972 to April 22, 1972, the J. GEILS BAND recorded their first

live album at the Cinderella Ballroom in Detroit, Michigan. It was later released under the title

"'Live' Full House."

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42. Upon information and belief, in or about the summer of 1973, J. Geils, Richard

Salwitz, Danny Klein, Stephen Bladd, Seth Justman and Peter Wolf elected to form T&A for the

sole purpose of managing the J. GEILS BAND's royalties and revenues, with each of them

obtaining an equal number of shares and voting rights.

43. Each of the shareholders in T&A contributed various elements to T&A. For his

part, J. Geils permitted T&A to use his names and trademarks, namely, Geils, J. Geils, and the J.

GEILS BAND in connection with performances and recordings, at least for so long as J. Geils

continued to be a member of the band.

44. At no time did J. Geils ever assign, convey or otherwise transfer his rights, title

and interest in and to his names or trademarks, namely, Geils, J. Geils, Jay Geils or J. GEILS

BAND to T&A.

45. For the remainder of the 1970's, the J. GEILS BAND continued to release a series

of hugely successful albums, including albums titled "Bloodshot" (1973), "Ladies Invited"

(1973), "Nightmares...and Other Tales from the Vinyl Jungle" (1974), "Hotline" (1975), "Blow

Your Face Out" (1976), "Monkey Island" (1977), "Sanctuary" (1978) and "Best of the J. Geils

Band" (1979). While each of the albums was successful in its own right, "Bloodshot" achieved

the most success reaching #10 on the U.S. charts.

46. By the 1980's, the J. GEILS BAND was a force in the music industry.

47. The album titled "Love Stinks" was released in 1980. It reached #18 on the U.S.

charts, fueled by hit songs such as Just Can't Wait, Come Back and Love Stinks. The J. GEILS

BAND also released an album titled "Anthology: Houseparty" in 1980, although, by comparison,

it had only moderate success, reaching just #201 on the U.S. charts.

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48. In 1981, the J. GEILS BAND released the album titled "Freeze-Frame". "Freeze-

Frame" reached #1 on the U.S. charts, due, in large part, to the success of the hit Centerfold.

"Freeze-Frame" is the only J. GEILS BAND album to reach Platinum in the U.S.

49. One day, in or about late 1981 or early 1982, J. Geils informed the other members

of the band that he intended to leave the band. The other members of the J. GEILS BAND were

upset, in particular Peter Wolf. Simply put, if J. Geils was not performing with the J. GEILS

BAND, then the J. GEILS BAND would not be performing, as it was, and always had been, J.

Geils' band (hence the name, J. GEILS BAND). That same day, at the behest of the other

members of the J. GEILS BAND, J. Geils acquiesced and agreed to continue to perform.

50. Subsequently, in or about the Spring of 1982, THE ROLLING STONES signed

the J. GEILS BAND to appear as one of three opening bands for its European tour.

51. By the early 1980's, the J. GEILS BAND had performed together for over a

decade. The band that J. Geils had started in 1967 with local performances around Worcester,

Massachusetts had grown into a global phenomenon. Upon information and belief, however,

certain members of the J. GEILS BAND had become concerned, as a result of, among other

things, J. Geils' attempt to stop performing with them, that J. Geils would break up the band and

perform elsewhere with other musicians under his names or trademarks, Geils, J. Geils, Jay Geils

and/or J. GEILS BAND, because, among other things, all rights, title and interest in and to the

aforementioned names and trademarks belonged solely and exclusively to J. Geils.

52. Upon information and belief, Seth Justman and/or Peter Wolf decided to take

action and directed attorney Abraham Somer, an attorney with Mitchell, Silberberg & Knupp in

Los Angeles, California, to prepare a document designed and intended to coerce J. Geils to

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perform with Peter Wolf or Seth Justman as J. GEILS BAND or, if he elected not to perform

with them, to forever prohibit J. Geils from performing under his name.

53. Upon information and belief, although Somer purported to act as an attorney on

behalf of T&A and the collective members of the J. GEILS BAND from time to time, Somer had

been hired by and served solely at the pleasure and direction of and for the self-interests of Peter

Wolf and/or Seth Justman.

54. Upon information and belief, in or about September 1982, Somer indicated to J.

Geils and the other band members that he had some routine, ordinary documents for them to sign

relating to T&A. Somer asked J. Geils and the other band members to meet with him at the Ritz-

Carlton in Boston. J. Geils agreed. But, J. Geils had no idea an ambush was awaiting him.

55. On or about September 10, 1982, J. Geils, along with Richard Salwitz, Danny

Klein, Stephen Bladd, Seth Justman and Peter Wolf, arrived at the Ritz-Carlton. Somers

produced a document titled "Shareholder Agreement" that he had drafted. It was neither a routine

nor an ordinary agreement.

56. Upon information and belief, the Shareholder Agreement was an extortive attempt

by Peter Wolf and/or Seth Justman to either force J. Geils to remain a member of the band (and,

more specifically, to continue to perform with Peter Wolf and/or Seth Justman at their pleasure)

or to effectively steal his names and trademarks from him. A true and correct copy of the

Shareholder Agreement is attached hereto as Exhibit F and incorporated herein by reference.

57. Despite the fact that T&A did not own the names and trademarks, Geils, J. Geils,

J. Geils or J. GEILS BAND, paragraph 6 of the Shareholder Agreement that Somer drafted

purported to place untenable restrictions upon the "use" of "J. GEILS BAND" by T&A's

shareholders including J. Geils (the "Untenable Restrictions"):

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(a) No Shareholder shall have the right (i) to use the name "The J. Geils Band" or the name "J. Geils" or any other name containing the word "Geils" or any name confusingly similar to any of such names (all such names being sometime herein-after collectively referred to as the "Name") as the name of a musical group or otherwise for any commercial purpose on or in connection with any commercial venue or (ii) to receive any compensation or other consideration derived from any such use, except in connection with such Shareholder's activities in the entertainment field as a member of a musical group using the Name and comprised of all the Shareholders who are parties hereto or as set forth in the following provisions of this paragraph 6.

58. Incredulously, the next two provisions of paragraph 6 of the Shareholder

Agreements that Somer drafted, paragraphs 6(b)(i) and (ii), purported to give Seth Justman and

Peter Wolf unfettered use of the J. GEILS BAND name and trademark for any purposes

whatsoever -- to the exclusion of every other member of the band -- including J. Geils:

(b) (i) If Peter Wolf and Seth Justman shall perform together as a musical group (whether alone or together with other individuals), they, together with such Shareholders, if any, who may also perform with them as a part of such musical group, shall have the right (i) to use the Name as the name of their musical group and for any commercial purpose and in connection with any commercial venture related to such musical group and (ii) to retain for their own account any compensation or other consideration derived from their such use and no other Shareholder who is not performing with Peter Wolf and Seth Justman as a member of such musical group shall have any right whatsoever (i) to use the Name as the name of a musical group or otherwise for any commercial purpose or in connection with any commercial venture or (ii) to receive any compensation or other consideration derived from the use of the Name. (ii) If Peter Wolf and Seth Justman shall cease to perform together as a musical group, then Peter Wolf and Seth Justman shall determine by mutual agreement which, if either of them, shall be entitled to use the Name as the name of his musical group and the one so determined to be

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entitled to use the Name as the name of his musical group shall have the same rights with respect to his use of the Name as Peter Wolf and Seth Justman performing together are accorded pursuant to subparagraph 6(b)(i) above. If Peter Wolf and Seth Justman are unable mutually to determine which of them shall be entitled so to use the Name, then such dispute shall be resolved by a vote of all the Shareholders, in which the votes of a majority of the Shareholders shall be decisive. If there is no majority decision of all the Shareholders, then thereafter until the deadlock is resolved, no Shareholder shall have any right to use the Name as the name of his musical group or otherwise for any commercial purpose or in connection with any commercial venture.

59. As a final insult, the next paragraph of the Shareholder's Agreement that Somer

drafted, paragraph 6(b)(iii), purported not only to restrict J. Geils' use of the J. GEILS BAND

name and trademark, it even purported to almost entirely, if not completely, restrict his use of the

name he had been given from birth, his nickname from childhood, and his professional name

since 1967. Excerpts of this paragraph of the Shareholder Agreement which Somer drafted

(which bridged two pages), are reproduced here:

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60. The excerpts of paragraph 6(b)(iii) show that, even after Somer drafted the

Untenable Restrictions he proposed to include in the Shareholder Agreement, upon information

and belief, Somer, Peter Wolf and/or Seth Justman attempted to force J. Geils to agree to further

restrictions than even those which Somer had proposed, as reflected in the handwritten changes

to the text of the Shareholder Agreement.

61. J. Geils was beside himself. Despite the fact that Peter Wolf and Seth Justman

would have been nowhere without J. Geils, they were now seeking to take his entire life away.

62. The Shareholder Agreement was not an arms-length transaction and was not

reflective of an understanding reached by the parties with equal bargaining power. J. Geils was

not given an advance copy of the Shareholder Agreement (if he had, J. Geils would not have

attended the meeting), was not given an opportunity to consult with a lawyer, was not advised to

consult a lawyer before signing, was not given the opportunity to negotiate the terms of the

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Shareholder Agreement and was not given any choice whether to sign it. J. Geils was told to sign

it then and there.

63. J. Geils was forced under extreme pressure to execute the document in that hotel

room on that day in front of the other members of the band.

64. Upon information and belief, Somer was acting solely on behalf of Peter Wolf

and Seth Justman, a fact that is reflected in the blatantly self-serving language in paragraph

6(b)(i) and 6(b)(ii) of the Shareholder Agreement.

65. Upon information and belief, during the meeting, at least one member of the

band, Stephen Bladd, voiced his opinion that the situation and Shareholder Agreement were

unfair to J. Geils and urged them not to pressure him to sign it. Seth Justman and Peter Wolf

were persistent, however. As a result, J. Geils signed the Shareholder Agreement under

tremendous duress and pressure.

66. Significantly, nowhere in the Shareholder Agreement does J. Geils transfer,

convey or assign his rights, title or interest in and to his names or trademarks, namely, Geils, J.

Geils, Jay Geils or J. GEILS BAND.

67. Upon information and belief, no aspect of the Untenable Restrictions of the

Shareholder Agreement has ever been enforced, or threatened to be enforced, by any individual

or entity, let alone by T&A – until now. (See, e.g., ¶¶ 107-120).

68. By 1983, the J. GEILS BAND was nearing the end of the road. While still

commercially successful, tensions were running high among the band members.

69. For example, upon information and belief, while mixing and editing the album

titled "Showtime", a recording of a live performance, J. Geils, Stephen Bladd, Richard Salwitz,

Danny Klein and Seth Justman discovered that Peter Wolf had been editing the video of the

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performance, without the knowledge or approval of the other band members. Upon information

and belief, for every other album and video released under the J. GEILS BAND trademark, J.

Geils and Seth Justman had been principally involved with mixing or editing and Peter Wolf

assisted from time to time. Upon information and belief, Peter Wolf was told he could not mix or

edit any form of media for the J. GEILS BAND.

70. Disagreements finally boiled over in or about 1983 while the J. GEILS BAND

was working on its next album, titled "You're Gettin' Even While I'm Gettin' Odd". Peter Wolf

formally, and finally, quit the J. GEILS BAND and left T&A.

71. Peter Wolf's exit from the J. GEILS BAND and termination of his position as a

shareholder of T&A (upon information and belief Peter Wolf was duly bought-out from T&A)

left the J. GEILS BAND in a lurch. The J. GEILS BAND was forced to finish recording the

album using a mix of Seth Justman and Stephen Bladd filling in for Peter Wolf on vocals.

72. "You're Getting' Even While I'm Gettin' Odd" turned out to be the J. GEILS

BAND's fourteenth and last album.

73. With Peter Wolf no longer connected to the J. GEILS BAND or a shareholder of

T&A, J. Geils, along with Richard Salwitz, Danny Klein, Stephen Bladd and Seth Justman,

chose not to continue performing together.

74. Consequently, upon information and belief, each of the remaining members

agreed to keep T&A in business for the sole purpose of accounting, collecting and distributing

royalties to the remaining shareholders, i.e., only as a clearinghouse for royalties from the 14

albums. T&A had no other functions. In other words, T&A could not (and did not): (i) engage in

merchandising; (ii) plan or record new albums; or (iii) book performances.

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75. With T&A continuing to collect revenues and royalties and distributing them to

the remaining T&A shareholders, J. Geils pursued a number of others ventures, all under the

names "J. Geils" or "Jay Geils."

76. Since the band separated in 1984, J. Geils has performed with a Who's Who of the

music industry, including, but not limited to, The Les Paul Trio, jazz guitar legend Bucky

Pizzarelli and his son John Pizzarelli, James Cotton, Duke Robillard, three time Grammy

nominated jazz singer Karrin Allyson, saxophonists from Roomful of Blues, world class jazz

saxophonists Harry Allen and Scott Hamilton, blues singer Joe Louis Walker, Huey Lewis,

Johnny Winter and the legendary B.B. King. Upon information and belief, in each case, in

promotions, advertising and general media and publicity, J. Geils has always been identified only

as either "J. Geils" or "Jay Geils." True and correct copies of articles depicting J. Geils'

performances are attached hereto as Exhibit G.

77. J. Geils returned to active performing and touring in or about 1992 when he

teamed up with Richard Salwitz to form the group known as BLUESTIME.

78. BLUESTIME performed steadily from 1992 to 2004, including performances in

the United States, Europe and Japan, and recorded two albums for Rounder Records,

"Bluestime" (released in or about 1994) and "Little Car Blues" (released in or about 1996). In

each of the advertisements, and all of the albums, the names Magic Dick and Jay Geils were

prominently displayed. True and correct copies of albums and other items showing the names

Jay Geils and Magic Dick are attached hereto as Exhibit H and incorporated herein by reference.

79. Defendants were fully aware of and never objected to J. Geils or Richard Salwitz

performing together as BLUESTIME or any of the recordings or advertisements for

BLUESTIME that highlighted the involvement of J. Geils.

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80. In or about 2004, J. Geils elected not to continue performing with Richard Salwitz

as part of the BLUESTIME group.

81. At the same time that J. Geils began performing with Richard Salwitz as part of

BLUESTIME, i.e., in or about 1992, J. Geils also began performing with musician Gerry

Beaudoin.

82. J. Geils and Gerry Beaudoin have continuously performed throughout the United

States since 1992. In every instance, J. Geils has been identified as "J. Geils" or "Jay Geils."

True and correct copies of articles and advertisements showing use of Geils, J. Geils or Jay Geils

are attached hereto as Exhibit I and incorporated herein by reference.

83. Defendants were well aware of J. Geils' performances with Gerry Beaudoin, as

well as J. Geils' other performances, including, in particular, the use of the names and

trademarks Geils, Jay Geils and J. Geils in related promotions, advertisements and general media

and publicity and, upon information and belief, several of the defendants attended performances,

sat in and/or performed with J. Geils. Significantly, Defendants never objected to such use --

until now.

84. In or about 1999, Richard Salwitz, Danny Klein, Seth Justman, Peter Wolf and J.

Geils reunited for the J. GEILS BAND's tour. A true and correct copy of a webpage showing

Danny Klein's biography is attached hereto as Exhibit J and incorporated herein by reference. To

date, Stephen Bladd, although still a shareholder of T&A, did not perform.

85. Upon information and belief, reviews of the reunion tour were stellar. In all, upon

information and belief, the group gave 13 performances.

86. Upon information and belief, all of the revenues and administration of the reunion

tour were to be administered by T&A. In particular, all checks and statements were to be issued

19 4019640-1

by T&A's manager, Nick Ben-Meir. Notwithstanding the fact that Peter Wolf had quit the band

and was no longer a shareholder of T&A, he was allowed to perform with the group.

87. Following the reunion tour, J. Geils returned to performing with BLUESTIME

(until 2004) and with Gerry Beaudoin (with whom he still performs today).

88. J. Geils, Seth Justman, Danny Klein, Richard Salwitz and Peter Wolf reunited

only a handful of times following the 1999 reunion tour, including performances at the House of

Blues in Boston, MA (2009), the Borgatta Hotel/Casino in Atlantic City, NJ (2009), Mohegan

Sun in Uncasville, CT (2009), and as the opening band for AEROSMITH at Fenway Park in

Boston, MA (2010).

89. On or about June 4, 2012, J. Geils received correspondence claiming that he was a

member of a partnership called, "Geils Reunion," that was now being dissolved at the election of

the other partners. A true and correct copy of the June 4, 2012, letter from Nick Ben-Meir to J.

Geils is attached hereto as Exhibit K and incorporated herein by reference.

90. However, J. Geils never entered into a partnership known as Geils Reunion. J.

Geils believed all payments related to the 1999 tour and the handful of performances from 2000

to 2010 were paid by and through T&A.

91. Although T&A had, since on or about 1973, existed solely as a clearinghouse for

royalties due to its shareholders, T&A has had a questionable corporate existence to say the least.

Upon information and belief, T&A has never held a valid annual meeting, never held a valid

shareholder meeting, never properly elected directors or officers or otherwise followed corporate

formalities.

92. Although J. Geils was not aware of this fact, from on or about March 1, 1991 to

on or about January 2012, T&A's status as a Delaware corporation was void and/or suspended --

20 4019640-1

an incredible span of over two decades. Upon information and belief, T&A's corporate status

was suspended because T&A and its officers and directors, currently, upon information and

belief, Seth Justman (President) and Nick Ben-Meir (Manager), failed, year after year for 20

years, to file any documents with the State of Delaware or to pay any fees to the State of

Delaware.

93. Indeed, T&A's corporate status was not renewed until 2012 and only after counsel

for Plaintiffs brought the situation to T&A's counsel's attention.

94. Consequently, upon information and belief, T&A is not a valid, existing

corporation because it has, among other things, failed to follow corporate formalities.

95. Moreover, the failure to follow corporate formalities and the purported creation of

Geils Reunion raises substantial red flags concerning T&A's business practices, as well as the

business practices of Seth Justman as President and Nick Ben-Meir as Manager.

96. For example, financial statements provided to J. Geils purportedly for T&A or

Geils Reunion show extraordinary questionable line items, including, but not limited to, a

Statement of Income & Expenses for the year ending December 31, 2009 relating to the reunion

appearances lists, among other things, "Personal Management Fees" totaling $84,622.11,

"Business Management Fees" totaling $19,000 and "Agent Commissions" totaling $11,250. In

another example, for the year ending December 31, 2010, relating to the reunion appearances

lists, among other things, "Personal Management Fees" totaling $140,856.54, "Business

Management Fees" totaling $35,500 and "Agent Commissions" totaling $47,629.52.

97. Upon information and belief, J. Geils has not received a full or complete

accounting from T&A or Geils Reunion, including, but not limited to, the income, royalties,

expenses or liabilities of the aforementioned entities.

21 4019640-1

98. In or about 2003, J. Geils obtained an ownership interest in Francesca Records,

LLC, the predecessor to Francesca Records, joining existing members Gerry Beaudoin and

Jackie Beaudoin.

99. Francesca Records, LLC, and its successor, Plaintiff Francesca Records, is not a

conventional label that signs artists and distributes music through traditional channels and media.

Rather, Francesca Records strives to make artists' music more accessible and widely available

than it might otherwise be at a traditional label.

100. Francesca Records has a roster of musicians, including, J. Geils and Gerry

Beaudoin. In no event are J. Geils, Gerry Beaudoin or any other artist affiliated with Francesca

Records prohibited from or otherwise restricted from performing or recording outside of the

Francesca Records' label. Indeed, J. Geils has performed with the other members of the J. GEILS

BAND while with Francesca Records.

101. As one of his initial contributions to Francesca Records, LLC, J. Geils contributed

his rights, title and ownership to the J. GEILS BAND trademark to Francesca Records, LLC,

which was transferred to Francesca Records in 2009. Together, J. Geils and Francesca Records

also manage and use the names and trademarks Geils, J. Geils and Jay Geils.

102. Through Francesca Records (and its predecessor), as well as on his own, J. Geils

has released several albums and performed across the United States. True and correct copies of

album covers are attached as Exhibit L and incorporated herein by reference.

103. On or about June 29, 2008, Francesca Records' predecessor filed an application to

register the J. GEILS BAND trademark in Class 25 (apparel) and Class 41 (entertainment) and

listed a date of first use in commerce of December 22, 1967 based upon the first use of the mark

by Plaintiff J. Geils.

22 4019640-1

104. The J. GEILS BAND trademark was registered on December 8, 2009 and given

registration number 3,720,699. A true and correct copy of the '699 Registration is attached hereto

as Exhibit M and incorporated herein by reference.

105. In or about 2011, Francesca Records contacted T&A to discuss the use of the J.

GEILS BAND trademark by T&A.

106. On or about November 21, 2011, Nick Ben-Meir (copying the band's purported

artistic manager, John Baruck) sent an email to Gerry Beaudoin writing, in relevant part, "It has

come to our attention that the name 'J. Geils' has been trademarked. What J would not tell us is

whether the trademarking is for 'J. Geils' or for 'J. Geils Band.' If it is for J's name only then, of

course, that is perfectly fine." He added: "If, however, you have trademarked the J. Geils Band,

then we must advise you that the rights to such a trademark belong to the group as whole, and we

would urge you to correct the situation as soon as possible, in order to avoid misunderstandings

amongst the members of the group."

107. T&A and/or Nick Ben-Meir and/or Seth Justman hired a lawyer, Eric Doney, to

respond further to Francesca Records' communications. On or about December 27, 2011, Eric

Doney, at the direction of, upon information and belief, T&A, Nick Ben-Meir, Seth Justman

and/or Peter Wolf, sent a letter (the "First Cease and Desist Letter") to a performance venue in

Foxborough, Massachusetts, Showcase Live, claiming that the venue had no right to use the

name J. Geils or the J. GEILS BAND trademark in connection with an upcoming performance

by J. Geils and Gerry Beaudoin. A copy of the First Cease and Desist Letter without attachments

is attached hereto as Exhibit N and incorporated herein by reference.

108. Upon information and belief, as a result of the First Cease and Desist Letter and

because it feared litigation by T&A, Showcase Live cancelled the performance.

23 4019640-1

109. On or about April 13, 2012, T&A filed an application to register the mark THE J.

GEILS BAND, serial number 85597876, in International Classes 9 (musical recordings), 25

(clothing) and 41 (entertainment). A true and correct copy of T&A's application to register the

mark THE J. GEILS BAND is attached hereto as Exhibit O and incorporated herein by

reference.

110. In the application, T&A claims it first used THE J. GEILS BAND trademark in

commerce in 1969, although no precise month or day was given.

111. Neither T&A nor any individual or entity, other than J. Geils from 1967 to 2003

and Francesca Records from 2003 to the present, has any right to claim ownership of the J.

GEILS BAND trademark.

112. T&A -- and, upon information and belief, all of the named Defendants -- knew

that T&A had no rights, title or interest in or to the J. GEILS BAND trademark and were aware

of the '699 Registration. Consequently, T&A's filing of the Application is deliberate, willful and

fraudulent.

113. On or about May 31, 2012, using a different lawyer, James Weinberger of Fross

Zelnick Lehrman & Zissu, P.C., T&A and/or Defendants caused Mr. Weinberger to send a cease

and desist letter (the "Second Cease and Desist Letter") to yet another venue, Sweetwater Music

Hall, in advance of a performance by J. Geils and Gerry Beaudoin which was to be billed as J.

Geils "And Friends". A true and correct copy of the Second Cease and Desist Letter is attached

hereto as Exhibit P and incorporated herein by reference.

114. The Second Cease and Desist Letter was also directed to David Anderson the

Operations Director for Songkick.com, Inc. Plaintiffs have no knowledge of Songkick.com or

any relationship with that company.

24 4019640-1

115. In the Second Cease and Desist Letter, Mr. Weinberger did not claim to be acting

on behalf of T&A, Geils Unlimited or any other entity. Rather, he claimed to represent "all of the

current members of the J. Geils Band, namely Peter Wolf, Seth Justman, Richard Salwitz and

[Danny] Klein."

116. However, at the time of the Second Cease and Desist Letter, J. Geils had been a

"current" member of the band. Indeed, through T&A's previous counsel, Eric Doney, T&A

specifically had admitted that J. Geils was a member of the band.

117. The Second Cease and Desist Letter claimed that the "use of the term J. Geils",

including, "The J. Geils Band, J. Geils, and or J. Geils and Friends" is "unauthorized" relying

upon the Shareholder Agreement.

118. The Second Cease and Desist Letter "demand[ed]" that Sweetwater and

Songkick.com "immediately":

i. Remove from all promotional material created or distributed by your company, including but not limited to material posted on your company's website, (a) any references to The J. Geils Band, J. Geils, Jay Geils, or Geils (alone) that suggest that The J. Geils Band is performing at the Concert and (b) any images and video of The J. Geils Band that suggest that The J. Geils Band is performing at the Concert ("Infringing Material"); ii. Discontinue any distribution or advertisements for the Concert containing any Infringing Material; iii. Collect and destroy any printed Infringing Material; iv. Change any listings for or references to past or future concerts by Mr. Geils – in which he performs separate and apart from The J. Geils Band – that use the name The J. Geils Band, J. Geils, Jay Geils, or Geils (alone) to refer to Mr. Geils and/or his group of musicians; v. Agree not to promote any future concerts in which Mr. Geils performs separate and apart from our clients under the name The J.

25 4019640-1

Geils Band, J. Geils, Jay Geils, or Geils (alone) and only under the names John Geils and/or John Geils, Jr.; and vi. Songkick.com only: Ensure that listings of our client's performances (i.e., "Past concerts") are not listed together with performances in which Mr. Geils did not perform with our clients.

119. In response to the letter, upon information and belief, Sweetwater Music Hall

almost cancelled the performance. However, the performance went on as scheduled under the

title "Jay Geils and Friends." A true and correct webpage printout from the Sweetwater Musical

Hall venue is attached hereto as Exhibit Q and incorporated herein by reference.

120. Defendants actions averred herein have been improper not only because they have

no rights, title or interest to the J. GEILS BAND trademark or to the names or trademarks Geils,

J. Geils or Jay Geils, but also because, among other things, they have expressly admitted that J.

Geils is able to perform (or trademark) his own name. (Compl. ¶ 106 (email from Nick Ben-Meir

to Gerry Beaudoin ("If it is for J's name only then, of course, that is perfectly fine."). In addition,

Defendants have never objected to J. Geils or Francesca Records use of the names or trademarks

Geils, J. Geils or Jay Geils for any time period, until now.

121. Indeed, J. Geils and/or Francesca Records have used the names or trademarks

Geils, J. Geils or Jay Geils extensively for decades such that the public, media and the music

industry have associated, and continue to associate, the names or trademarks Geils, J. Geils and

Jay Geils to refer to J. Geils and not to any other member of the J. GEILS BAND or to the band

itself. (See Exhibits.)

122. Upon information and belief, Danny Klein, on his personal website at

www.dannyklein.com, refers to J. Geils as "J. Geils" and "J." in his biography. A true and correct

copy of the webpage from Danny Klein's personal website is attached hereto as Exhibit R and

26 4019640-1

incorporated herein by reference. ("At WPI from 1964-1966, a school known as "Worcester

Tech," [Klein] met J. Geils and Magic Dick."; "With the tour over, Danny Klein moved from

New Hampshire to Connecticut, built a home recording studio, and [StoneCrazy] began cutting

new tracks with J. Geils as the producer. Seth Justman added keyboards and the first four songs

were mixed by J. Geils in May and June of 2002, generating immediate label interest.";

"StoneCrazy has finished a fourteen song CD, produced by J. Geils and featuring Geils and Seth

Justman on several tracks.")

123. Upon information and belief, Peter Wolf, on his personal website at

www.peterwolf.com, refers to J. Geils as "J. Geils." A true and correct copy of the webpage

from Peter Wolf's personal website is attached hereto as Exhibit S and incorporated herein by

reference. ("In his search for new musicians to play with, Peter attended an open mike night at a

Boston coffeehouse where he met J. Geils, Magic Dick and [Danny Klein].")

124. Upon information and belief, Richard Salwitz, on his personal website at

www.magicdick.com, refers to J. Geils as "J. Geils". A true and correct copy of the webpage

from Richard Salwitz's personal website is attached hereto as Exhibit T and incorporated herein

by reference. ("...in Worcester, Massachusetts where he met J. Geils and Danny Klein...."; "In

1992, Magic Dick and J. Geils formed the band BLUESTIME featuring Magic Dick on

harmonica and vocals and J. Geils on guitar.")

J. GEILS BAND WITHOUT J. GEILS

125. Upon information and belief, Defendants, either individually or collectively, have

planned and conspired to exclude J. Geils from performing with Seth Justman, Danny Klein,

Richard Salwitz or Peter Wolf as the J. GEILS BAND, despite the fact that none of the

Defendants have any rights, title or interest in the J. GEILS BAND trademark and despite the

27 4019640-1

fact that no performance using the J. GEILS BAND trademark has ever occurred without J.

Geils, i.e., from 1967 to 2012, J. Geils always appeared with the J. GEILS BAND.

126. In or about May 2012, Plaintiffs discovered that the J. GEILS BAND was

purportedly scheduled to participate in the filming of a new Adam Sandler film, "Grown Ups 2."

However, Plaintiffs were never informed by Defendants about any such participation and

Plaintiffs have not given permission for the J. GEILS BAND trademark to be included in the

film. Upon information and belief, the filming occurred on or about July 23, 2012 and July 24,

2012.

127. Upon information and belief, Peter Wolf posted a picture of himself with actress

Salma Hayek on his Facebook page with the following caption making unauthorized use and

reference to the "J. GEILS BAND" trademark: "Peter and The J. Geils Band filmed a scene on

Monday for the new Adam Sandler movie Grown Ups 2 in Swampscott, MA. The band surprised

the entire case and crew by giving a mini-concert on set."

128. In addition, Defendants, either collectively or individually, have booked (and are

continuing to book) performances using the J. GEILS BAND trademark, without the

authorization, consent or permission of Francesca Records. Upon information and belief,

performances are scheduled for August 25, 2012 at the Stan Colella Stage at Chevy Court in

Syracuse, NY; August 26, 2012 at the Champlain Valley Fair in Vermont, August 28, 2012 at the

Great Allentown Fair in Allentown, PA; August 31, 2012 at Buffalo Harbor in Buffalo, NY;

September 7, 2012 at the House of Blues in Boston, MA; September 12, 2012 at the Westbury

Music Fair in Westbury, New York; September 13, 2012 at The Fillmore in Silver Spring, MD;

September 15, 2012 at the Tropicana in Atlantic City, NJ; September 16, 2012 at Mohegan Sun

Arena in Uncasville, CT; September 19, 2012- at the Capitol Theatre in Port Chester, NY;

28 4019640-1

September 22, 2012 at Hampton Beach Casino in Hampton Beach, NH; and December 7, 2012 at

The Fillmore Detroit, MI.

129. J. Geils was never asked to participate in the aforesaid performances.

130. Francesca Records was never asked for permission, consent or authorization to

use the J. GEILS BAND trademark in connection with the aforesaid performances.

131. In or about July 2012, Plaintiffs became aware of media reports falsely stating

that J. Geils "will not be joining this tour due to an ongoing legal dispute between The J. Geils

Band and John Geils' solo record label, Francesca Records." True and correct copies of articles

showing the media reports are attached hereto as Exhibit U and incorporated herein by reference.

Upon information and belief the aforementioned media reports emanated from one or all of the

Defendants.

132. Moreover, media reports falsely state: "The band is challenging Francesca

Records' baseless claim to ownership and control of the rights to the name 'J. Geils Band'" and

have intimated that J. Geils is not performing in the aforementioned concerts because Francesca

Records has prohibited him from doing so -- there is absolutely no truth to this statement.

COUNT I

(Declaratory Judgment In Plaintiffs' Favor Against All Defendants)

133. Plaintiffs repeat and reallege paragraphs 1 through 132 as though fully set forth

herein.

134. An actual and justiciable controversy exists among the parties stemming from

their competing claims regarding ownership of the rights, title and interest in and to the names

and trademarks GEILS, J. GEILS, JAY GEILS and J. GEILS BAND.

29 4019640-1

135. The controversy is within this Court's original jurisdiction.

136. Pursuant to 28 U.S.C. § 2201, Plaintiffs are entitled to a declaratory judgment that

J. Geils was the sole and exclusive owner of all rights, title and interest in and to GEILS, J.

GEILS, JAY GEILS and J. GEILS BAND and any and all goodwill associated therewith from

1967 to 2003.

COUNT II



herein.






J. Geils properly and validly transferred his rights, title and interest in and to the J. GEILS

BAND trademark, including, but not limited to any and all goodwill associated therewith, to

Francesca Records' predecessor in 2003, and Francesca Records' predecessor properly registered

the '699 Registration in 2009 and transferred same and any and all goodwill associated therewith

to Francesca Records.

30 4019640-1

COUNT III



herein.






the '699 Registration is valid and existing and that Francesca Records is the legitimate owner of

same.

COUNT IV



herein.






the Shareholder Agreement is invalid and/or not enforceable due to unconscionability.

31 4019640-1

COUNT V



herein.





152. Pursuant to 28 U.S.C. § 2201, Plaintiffs are entitled to a declaratory judgment

that, the Shareholder Agreement is invalid and/or not enforceable insofar as it is an unreasonable,

oppressive contract and/or a contract of adhesion.

COUNT VI



herein.






the Shareholder Agreement is invalid and/or not enforceable due to the doctrine of laches.

32 4019640-1

COUNT VII



herein.






that, the Shareholder Agreement is invalid and/or not enforceable due to the doctrine of waiver.

COUNT VIII



herein.






the Shareholder Agreement is invalid and/or not enforceable due to the doctrine of acquiescence.

33 4019640-1

COUNT IX



herein.






that, the Shareholder Agreement is invalid and/or not enforceable due to the doctrine of estoppel.

COUNT X



herein.





172. Pursuant to 28 U.S.C. § 2201, Plaintiffs are entitled to a declaratory judgment that Geils

Unlimited has no lawful claim to or any right, title or interest in or to GEILS, J. GEILS, JAY

GEILS, J. GEILS BAND and/or the '699 Registration and, consequently, lacks standing

sufficient to petition to cancel the '699 Registration.

34 4019640-1

COUNT XI



herein.






T&A has no lawful claim to or any right, title or interest in or to GEILS, J. GEILS, JAY GEILS,

J. GEILS BAND and/or the '699 Registration and, consequently, cannot register the trademark

THE J. GEILS BAND or any other mark confusingly similar to the '699 Registration.

COUNT XII



herein.






Seth Justman, Danny Klein, Richard Salwitz and/or Peter Wolf have no lawful claim to or any

35 4019640-1

right, title or interest in or to GEILS, J. GEILS, JAY GEILS, J. GEILS BAND and/or the '699

Registration.

COUNT XIII



herein.






T&A is not a valid or existing corporation.

COUNT XIV

(Trademark Infringement – 15 U.S.C. § 1114 Against T&A and Geils Unlimited)


herein.

186. Francesca Records owns the J. GEILS BAND trademark, including, but not

limited to, the '699 Registration.

187. Geils Unlimited's purported THE J. GEILS BAND trademark and T&A's use of

the J. GEILS BAND trademark is confusingly similar (indeed, for commercial purposes,

identical) to Francesca Records' J. GEILS BAND registered trademark in appearance, sound and

commercial impression.

36 4019640-1

188. Geils Unlimited purports to be using its purported trademark THE J. GEILS

BAND in connection with goods and services related and directly competitive with goods and

services offered by Francesca Records under its federally registered J. GEILS BAND trademark,

i.e., the '699 Registration.

189. T&A is using the J. GEILS BAND trademark in connection with goods and

services related and directly competitive with goods and services offered by Francesca Records

under its federally registered J. GEILS BAND trademark, i.e., the '699 Registration.

190. T&A's and Geils Unlimited's activities, as alleged, constitute trademark

infringement, in violation of 15 U.S.C. § 1114, et. seq.

191. As a direct and proximate result of the foregoing acts of T&A and Geils Unlimited,

Francesca Records has been damaged and have suffered and will continue to suffer immediate and

irreparable harm. Unless restrained by the Court, Defendants will continue to cause irreparable

injury and damage to Francesca Records and to the goodwill associated with the J. GEILS BAND

trademark. Plaintiffs are without an adequate remedy at law.

192. The foregoing acts of infringement have been and continue to be deliberate, willful

and wanton, making this an exceptional case within the meaning of 15 U.S.C. § 1117.

193. Francesca Records is entitled to a permanent injunction against T&A and Geils

Unlimited, as well as all other remedies available under the Lanham Act, including, but not limited

to, compensatory damages; treble damages; disgorgement of profits; and costs and attorney's fees.

37 4019640-1

COUNT XV

(Unfair and Deceptive Business Practices - M.G.L. CH. 93A Against All Defendants)


herein.

195. At all times relevant hereto, Plaintiffs were engaged in the conduct of "trade or

commerce" as those terms are used in M.G.L. ch. 93A §11.

196. At all times relevant hereto, Defendants were engaged in the conduct of "trade or

commerce" as those terms are used in M.G.L. ch. 93A §11.

197. Defendants have engaged in unfair methods of competition or unfair or deceptive

conduct within the meaning of M.G.L. ch. 93A § 11.

198. Defendants willfully and knowingly violated M.G.L. ch. 93A §11.

199. Plaintiffs have sustained harm as a result of Defendants' willful and knowing

unfair methods of competition and unfair or deceptive conduct, including, but not limited to, loss

of business, loss of value to the J. GEILS BAND trademark, loss of goodwill and attorneys' fees

and costs incurred to prosecute this matter.

200. Plaintiffs request that the Court award multiple damages due to the Defendants'

willful and knowing violations, as well as reasonable attorneys' fees and costs incurred in this

action as set forth in M.G.L. ch. 93A §11.

COUNT XVI

(Tortious Interference Against T&A)


herein.

38 4019640-1

202. Plaintiff Francesca Records had a contract with third-party, Showcase Live, for

performance and Defendants knew same.

203. Defendants intentionally and deliberately interfered with the aforementioned

contract and, as a result, Showcase Live cancelled the performance.

204. Plaintiff Francesca Records has lost revenue as a result of Defendants'

interference.

205. Accordingly Defendants have interfered with the contractual relations of the

Plaintiff and the Plaintiff has suffered damages.

COUNT XVII

(Accounting Against T&A)


herein.

207. As alleged herein, upon information and belief, J. Geils has not received

complete, accurate or proper accounting or other documents.

208. J. Geils requests a full and complete accounting of all revenues, expenses and

royalties of T&A.

COUNT XVIII

(Accounting Against Geils Reunion)


herein.

210. As alleged herein, upon information and belief, J. Geils was held out to be a

"partner" in the partnership called "Geils Reunion." However, J. Geils did not enter into a

partnership called Geils Reunion.

39 4019640-1

211. As alleged herein, upon information and belief, J. Geils has not received

complete, accurate or proper accounting or other documents.

212. J. Geils requests a full and complete accounting of all revenues, expenses and

royalties of Geils Reunion.

COUNT XIX

(Breach of Fiduciary Duty Against Nick Ben-Meir and Seth Justman)


herein.

214. As directors and/or officers of T&A, i.e., Nick Ben-Meir as Manager and Seth

Justman as President, Nick Ben-Meir and Seth Justman owed fiduciary duties of loyalty and care

to J. Geils as a minority shareholder.

215. Upon information and belief, Nick Ben-Meir and Seth Justman have

systematically and continuously disregarded J. Geils' rights as a shareholder by, among other

things, failing to preserve or protect his interests, self-dealing and taking oppressive action

toward J. Geils.

216. As a result of Nick Ben-Meir and Seth Justman's breach of their fiduciary duties,

J. Geils has been damaged in an amount to be proven at trial.

COUNT XX

(Breach of Fiduciary Duty Against Seth Justman, Danny Klein, Richard Salwitz and Peter Wolf)


herein.

40 4019640-1

218. As shareholder, Seth Justman, Danny Klein, Richard Salwitz and Peter Wolf

owed fiduciary duties of loyalty and care to J. Geils as a minority shareholder.

219. Upon information and belief, Seth Justman, Danny Klein, Richard Salwitz and

Peter Wolf have systematically and continuously disregarded J. Geils' rights as a shareholder by,

among other things, failing to preserve or protect his interests, self-dealing and taking oppressive

action toward J. Geils.

220. As a result of Seth Justman, Danny Klein, Richard Salwitz and Peter Wolf's

breach of their fiduciary duties, J. Geils has been damaged in an amount to be proven at trial.

PRAYER FOR RELIEF

WHEREFORE, Francesca Records respectfully prays for judgment as follows:

A. Declaring that J. Geils was the sole and exclusive owner of all rights, title and

interest in and to GEILS, J. GEILS, JAY GEILS and J. GEILS BAND any and all goodwill

associated therewith from 1967 to 2003.

B. Declaring that J. Geils properly and validly transferred his rights, title and interest

in and to the J. GEILS BAND trademark, including, but not limited to any and all goodwill

associated therewith, to Francesca Records' predecessor in 2003, and Francesca Records'

predecessor properly registered the '699 Registration in 2009 and transferred the same and any

and all goodwill associated therewith to Francesca Records.

C. Declaring that that the '699 Registration is valid and existing and that Francesca

Records is the legitimate owner of same.

D. Declaring that the Shareholder Agreement is invalid and/or not enforceable due to

the doctrine of unconsionability.

41 4019640-1

E. Declaring that the Shareholder Agreement is invalid and/or not enforceable

insofar as it is an unreasonable, oppressive contract and/or a contract of adhesion.

F. Declaring that the Shareholder Agreement is invalid and/or not enforceable due to

the doctrine of laches.

G. Declaring that the Shareholder Agreement is invalid and/or not enforceable due to

the doctrine of waiver.

H. Declaring that the Shareholder Agreement is invalid and/or not enforceable due to

the doctrine of acquiescence.

I. Declaring that the Shareholder Agreement is invalid and/or not enforceable due to

the doctrine of estoppel.

J. Declaring that Geils Unlimited has no lawful claim to or any right, title or interest

in or to GEILS, J. GEILS, JAY GEILS, J. GEILS BAND and/or the '699 Registration and,

consequently, lacks standing sufficient to petition to cancel the '699 Registration.

K. Declaring that T&A has no lawful claim to or any right, title or interest in or to

GEILS, J. GEILS, JAY GEILS, J. GEILS BAND and/or the '699 Registration and, consequently,

cannot register the trademark THE J. GEILS BAND or any other mark confusingly similar to the

'699 Registration.

L. Declaring that Seth Justman, Danny Klein, Richard Salwitz and/or Peter Wolf

have no lawful claim to or any right, title or interest in or to GEILS, J. GEILS, JAY GEILS, J.

GEILS BAND and/or the '699 Registration.

M. Declaring that T&A is not a valid or existing corporation.

42 4019640-1

N. Awarding Francesca Records monetary relief on its Lanham Act claims, including

Plaintiff's actual damages, Defendants' profits, Plaintiff's lost profits, statutory damages and

treble damages as permitted under 15 U.S.C. §1117.

O. Enjoining Defendants, their employees, agents, licensees, attorneys, successors,

affiliates, subsidiaries and assigns, and all those in active concert and participation with any of

them, including any entities controlled in whole or in part by any of Defendants or any entities

created by Defendants in the future from the following activities: (i) infringing Plaintiff's '699

Registration; (ii) creating by any acts or devices, any impression that Defendants' goods or

services have any association, connection or affiliation with Francesca Records; (iii) competing

unfairly with Francesca Records; and (iv) exploiting J. Geils' identity for commercial benefit

without authorization, and specifically from:

(i) utilizing the J. GEILS BAND trademark for or in

connection with the name of their musical group;

(ii) utilizing the J. GEILS BAND trademark for or in

connection with a web site on the Internet; and

(iii) utilizing the J. GEILS BAND trademark for or in

connection with the promoting, marketing, manufacturing, selling,

offering for sale or displaying of merchandise.

P. Directing that Defendants deliver up to Plaintiff for destruction all products,

packaging, labels, stickers, signs, lists and advertisements and any other materials incorporating

or bearing the J. GEILS BAND trademark or any other materials enjoined hereunder.

Q. Directing that Defendant T&A immediately and expressly abandon U.S.

Trademark Application, Serial Number 85/597876.

43 4019640-1

R. Directing the Defendant Geils Unlimited immediately withdraw the Petition to

Cancel (No. 92055660) pending in the U.S. Patent & Trademark Office, Trademark Trial and

Appellate Board.

S. Directing that Defendants file with the Court and serve upon Plaintiff's counsel

within thirty (30) days after entry of judgment a report in writing and under oath setting forth in

detail the manner and form in which Defendants have complied with the requirements of the

foregoing injunction and orders.

T. Ordering a full and complete accounting of T&A, including, but not limited to,

income, expenses and royalties.

U. Ordering a full and complete accounting of Geils Reunion, including, but not

limited to, income, expenses and royalties.

V. Awarding Plaintiffs damages for tortious interference.

W. Awarding Plaintiff J. Geils damages for Defendants' breaches of fiduciary duty.

X. Awarding to Plaintiffs its costs, expenses and attorneys' fees incurred in

connection with this action;

Y. Awarding Francesca Records its attorneys' fees and costs pursuant to 15 U.S.C.

§1117.

Z. Double or treble damages plus reasonable attorney's fees pursuant to M.G.L.

c. 93A.

AA. Awarding Plaintiffs pre-judgment and post-judgment interest to the maximum

extent permitted by law.

BB. Awarding Plaintiffs such other relief as the Court may deem just and proper.

44 4019640-1

JURY DEMAND

Plaintiffs demand a trial by jury on all issues so triable.

Dated: August 1, 2012

Respectfully submitted,

FRANCESCA RECORDS and JOHN W. GEILS, JR.

By its Attorneys,

/s/ Keith E. Glidden Keith E. Glidden, BBO No. 661142

/s/ Sara E. Hirshon Sara E. Hirshon, BBO # 662202 Verrill Dana, LLP

One Boston Place Suite 1600 Boston, MA 02108 [email protected] [email protected] Office: (207) 253-4638

Fax: (207) 774-7499 Charles W. Grimes (to be admitted pro hac vice) Michael R. Patrick (to be admitted pro hac vice) Grimes & Battersby, LLC 488 Main Avenue Norwalk, Connecticut 06851 Telephone: (203) 849-8300 Fax: (203) 849-9300 [email protected] [email protected]

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