IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT
'
IN
AND FOR ORANGE COUNTY, FLORIDA
WRIGHT ENTERTAINMENT GROUP,
LLC and WRIGHT ENTERTAINMENT
GROUP, INC.,
Plaintiffs,
vs.
BRITNEY SPEARS and BRITNEY
TOURING, INC.,
Defendants. /
-------'-'--'---'.:..:_____.c
______
_
CASE NO.:
COMPLAINT
Plaintiffs, WRIGHT ENTERTAINMENT GROUP, L.L.C., and WRIGHT
ENTERTAINMENT GROUP, INC., (hereinafter collectively referred to
as
"WEG" or "Plaintiffs") hereby sues Defendants, BRITNEY SPEARS and
BRITNEY TOURING, INC. (hereinafter collectively referred to
as
"Defendants"),
and alleges
as
follows:
I. This is an action for damages in excess
of
fifteen thousand dollars and
no cents ($15,000.00), exclusive
of
interest, costs and attorneys' fees.
2.
Jmisdiction is founded upon § 48.181 and § 48.193 Florida Statutes
and venue
is
proper pursuant to § 47.051.
WEG
v.
Spears, BT! Page I
of
15
Complaint
3.
At
all
times material hereto, Plaintiff, WRIGHT ENTERTAINMENT
GROUP, INC., is, and was, a Florida corporation with its principal place
of
business in Orange County, Florida.
4.
Beginning
on
June
6,
2001, Plaintiff, WRIGHT ENTERTAINMENT
GROUP, L.L.C., is, and was, a Florida limited liability company with its principal
place
of
business in Orange County, Florida.
5.
Johnny Wright (hereinafter "Wright") is an individual who owns and
controls WEG and has his principal place
of
business in Orlando, Florida.
6.
Wright is a successful artist manager with extensive experience in the
development
of
popular recording artists in the musical entertainment industry.
7.
Defendant, BRITNEY SPEARS (hereinafter referred to
as
"SPEARS"
and/or "Defendant"),
is
a resident
of
California. SPEARS has conducted business
in the State
of
Florida during times relevant
to
this Complaint, including recording,
touring and distributing merchandise.
8.
Defendant, BRITNEY TOURING, INC. (hereinafter referred
to
as
"BTI")
is
a Louisiana corporation doing business in Florida for, and on behalf of,
SPEARS and BTI, and is registered
to
do
business in Florida, had a registered
agent in Florida, and filed Florida income tax returns at times relevant
to
this
Complaint.
WEG
v.
Spears, BT! Page 2
of
15
Complaint
9.
Upon information and belief, BTI is wholly owned and controlled by
SPEARS
as
a "Controlled Entity"
as
defined by paragraph one (1)
of
the Personal
Management Agreement (hereinafter the "Agreement" and attached hereto
as
Exhibit
A)
and
BTI
is both contractually and vicariously liable.
10.
SPEARS formed and/or utilized other "Controlled Entities" at times
relevant
to
the claims herein
to
generate Gross Receipts, including but not limited
to:
Britney Brands, Inc. formed
on
March
18,
1999; Britney Films, Ltd., formed
on
April
17,
2000; Britney Television, LLC, formed on September
12,
2000; The
Britney Spears Foundation formed on October
5,
2001; Britney On-Line, Inc.
fmmed on October
18,
2001; Britney Management Corporation formed on August
27, 2002; One More Time Music, Inc.; and SJB Revocable Trust (hereinafter
collectively referred
to
as
the "Controlled Entities").
11.
Laurence Rudolph
is
an
individual (hereinafter referred
to
as
"Rudolph") having his principal place
of
business in New York City, New York,
who acted
as
SPEARS' attorney and co-manager.
12.
In or around January 1999, SPEARS, after consulting with her
attorney Rudolph, entered into the Agreement with Wright's company, WEG,
pursuant
to
which WEG would manage SPEARS.
13.
On or about September
19,
2000, SPEARS executed and delivered a
ratification of, and amendment to, the Agreement when SPEARS reached the age
WEG
v.
Spears, BT! Page 3
of
15
Complaint
of
majority. (Exhibit
B,
"Ratification").
14.
In further performance
of
the Agreement with SPEARS, Wright and
WEG
continued
to
manage SPEARS, utilizing WRIGHT ENTERTAINMENT
GROUP,LLC.
15.
In
further reliance upon SPEARS' inducements, WEG engaged in
talent development and management, tour planning and execution, and other
services on behalf
of
SPEARS' tour company, BTI, and the Controlled Entities.
16.
Pursuant to the Agreement,
WEG
agreed to manage SPEARS for a
period
of
one
(1)
year with annual renewals.
17.
WEG agreed
to:
a.
Develop and manage SPEARS, emphasizing musical
entertainment opportunities
for
SPEARS;
b.
Market the trademark "Britney Spears" with the cooperation
and participation
of
SPEARS, and her licensing company,
Signatures Network, Inc. via her Controlled Entity, Britney
Brands, Inc.;
c.
Negotiate licensing opportunities for the utilization
of
the
"Britney Spears" brand;
d.
Consult on, develop and manage SPEARS' tours through BTI;
and
e.
Negotiate amendments
to
SPEARS recording agreement for
additional advances and higher royalties.
18.
For WEG'S services
as
manager
of
SPEARS, and in consideration
for
WEG'S promise
to
devote its efforts
to
SPEARS, she promised to pay WEG
management commissions based upon a percentage
of
the "Gross Receipts" (as
defined
in
paragraph 6
of
the Agreement -Exhibit
A),
including, but not limited
WEG
v.
Spears, BT! Page 4
of
15
Complaint
to, revenue from record sales royalties, from merchandise endorsed or sublicensed
by SPEARS, and from tours performed by SPEARS, BTI, and the Controlled
Entities.
19.
On February 21, 2001, SPEARS, after consulting with her attorney
Rudolph, signed an amendment extending the Agreement (Exhibit
C,
"Amendment"), to provide a termination date
of
February 20, 2003, and a "sunset"
on payment
of
commissions to February 20, 2008.
20.
In performance of, and in further reliance upon, the amended
Agreement, WEG continued managing SPEARS.
21. SPEARS, Wright, and WEG reposed trust in each other to act
as
fiduciaries, independently of, and in addition to, the obligations and duties under
the Agreement, and SPEARS undertook the duties
of
a fiduciary.
22. Upon acceptance
of
the initial Agreement, the subsequent
Ratification, and the Amendment, WEG justifiably and reasonably believed, and
relied upon, SPEARS' representations that WEG would co-manage, produce and
control all aspects
of
SPEARS' career, along with SPEARS' attorney, Rudolph.
SPEARS and her representatives made these representations and inducements to
WEG independently
of
the terms
of
the Agreement.
23. In reasonable and justifiable reliance upon SPEARS' representations
that WEG would be entitled
to
payment
of
conm1issions on the Gross Receipts,
WEG
v.
Spears,
BT!
Page 5 of15 Complaint
which included
all
of
the business opportunities, revenues, mcome and profits
generated by the promotion and merchandising
of
SPEARS and
of
the "Britney
Spears" brand, WEG performed its duties under the Agreement with SPEARS and
invested time and money for developing and managing SPEARS and the brand
"Britney Spears."
24.
WEG also performed in reliance upon the representations and
inducements
of
SPEARS made independently and in addition
to
the Agreement.
25.
From 1999
to
2003, WEG conducted strategic marketing meetings,
and negotiated recording agreement amendments and sub-licensing negotiations
with various companies with the encouragement, approval, support and
participation
of
SPEARS, BTI, and SPEARS' Controlled Entities.
26.
All times relative thereto, and pursuant
to
the terms
of
the Agreement,
WEG obtained the approval
of
and/or direct participation
of
SPEARS and
BTI
in
these negotiations.
27.
WEG negotiated amendments
to
SPEARS' recording agreement with
Zomba, providing
for
additional advances and increased royalties, including the
I
April
14,
2000 amendment for albums 4 through 8 (LPs
4,
8), which included "In
the Zone" released in 2003, and "Greatest Hits -My Prerogative" released on
November
9,
2004.
WEG
v.
Spears, BT! Page 6
of
15
Complaint
28.
In
or
about December 2002, WEG negotiated, and SPEARS agreed
to,
a recording project with Sean "P. Diddy" Combs.
29.
On or about February 20, 2003, pursuant
to
the terms
of
the
Agreement, WEG'S obligation
to
perform management services under the
Agreement with SPEARS terminated, and SPEARS continued
to
pay WEG under
the "sunset" provision
of
the Agreement. The "sunset" provision provides that
commissions would continue
to
be paid upon any contract "substantially
negotiated during the term,
or
resulting in whole
or
in
part from any services
performed by Manager
for
Artist during the term."
(ii
7,
Exhibit
A).
30.
WEG relied upon SPEARS' representation that, notwithstanding the
termination, WEG should continue pursuing new projects, managing existing
agreements, and that commission payments, pursuant to the Agreement, would
continue.
31.
Pursuant
to
the inducements
of
SPEARS, BTI and their
representatives
to
WEG, WEG continued
to
pursue business opportunities
for
SPEARS and with the direct participation and/or approval
of
SPEARS and BTI.
32.
On November
18,
2003, SPEARS' Zomba album, "In the Zone,"
was
released, and in 2004 SPEARS' Zomba album "Greatest Hits -My Prerogative"
was released (LPs 3 and
4).
WEG
v.
Spears,
BT!
Page
7
of
15
Complaint
33. SPEARS has not accounted to, nor paid WEG its commissions for the
Zomba advances secured by WEG for SPEARS' recording services on LPs 3 and
4,
nor for commissions on royalties due to SPEARS for record sales which are the
result
of
amendments to the contract entered into, substantially negotiated or
resulting from the efforts
of
WEG during the term
of
the Agreement, pursuant to
paragraph 7
of
the Agreement (Exhibit
A).
34. SPEARS, directly and via her Controlled Entities, continued
to
pay
WEG its commissions on "LPs
1,
2,
3" (earlier albums recorded by SPEARS
pursuant
to
the Zomba Recording Agreement) through December 26, 2006.
35. On or about November, 2003 representatives
ofWEG
had discussions
with representatives
of
SPEARS, and WEG was told that a new amendment to the
Agreement was possible and that WEG would continue to receive its commissions.
36. WEG sent a request for earned commissions on record royalties for
albums 2 and 3 (LPs
2,
3) and for an accounting under the Agreement, but
SPEARS has failed to pay or properly account to WEG.
37. WEG also made good faith efforts to obtain complete accountings and
audits from the inception
of
the Agreement with the various business managers
hired and fired by SPEARS.
38. WEG sent additional requests
to
SPEARS in a good faith attempt to
obtain audits, full accountings, and comm1ss10ns from SPEARS. WEG'S
WEG
v.
Spears, BT! Page 8
of
15
Complaint
communications were answered with inducements from SPEARS' attorneys and
agents
to
forbear legal action.
39.
SPEARS' actions, through her agents, induced WEG into inaction
rather than
to
pursue WEG'S rights under the Agreement.
40. Before the termination
of
the Agreement and up through the present,
WEG was assured by SPEARS and/or her agents that WEG'S entitlement
to
earned commissions was unaffected and that WEG would be paid its commissions
on Gross Receipts generated, accrued, substantially negotiated or resulting from
the efforts
ofWEG
during the term
of
the Agreement.
41.
Upon infonnation and belief, SPEARS and BTI concealed from WEG
a series
of
negotiations and agreements for otherwise commissionable Gross
Receipts payable
to
WEG, thus diverting those commissions
to
SPEARS, directly
or indirectly, or
to
corporate entities, without the knowledge, consent, or agreement
ofWEG, both before and after termination
of
the Agreement.
42. SPEARS has failed
to
account to or pay
to
WEG commissions on
SPEARS' and BTI'S Gross Receipts under the Agreement, including but not
limited
to:
a.
Conm1issions on royalties for Zomba LPs
1,
2 and
3;
b. Commissions on royalties on LPs 3 and 4, including a Zomba
Advance of$7,000,000.00 in 2002;
c.
Movies;
d.
Tour revenues
of
BTI;
e.
Book publishing; and
WEG
v.
Spears, BT! Page 9
of
15
Complaint
f.
Commissions unknown due
to
SPEARS' failure
to
account
to
WEG.
43. Additionally, SPEARS and BTI have failed
to
provide WEG either a
proper accounting or an audit
of
all Gross Receipts
of
SPEARS, BTI, and
SPEARS' Controlled Entities which are subject
to
commissions under the
Agreement.
COUNT
I:
Breach
of
Contract Against Spears and BTI
WEG reasserts the allegations set forth in paragraphs 1 through
43
above, by
this reference and incorporates them herein.
44. The Agreement (Exhibit
A)
between WEG and SPEARS includes,
as
a matter
of
law,
an
implied duty
of
good faith and fair dealing.
45. SPEARS' Controlled Entities, including BTI, are subject
to
the terms
of
the Agreement pursuant
to
paragraph
10
(c)
of
the Agreement.
46.
SPEARS and BTI have breached the Agreement, both under its
express terms and the implied duty
of
good faith and fair dealing, in that:
WEG
v.
Spears, BT!
a.
SPEARS and BTI breached the Agreement with WEG, by
failing to pay WEG commissions earned or accrued during the
term
of
the Agreement in violation
of
paragraph 6
of
the
Agreement.
b.
SPEARS' touring company BTI, which
is
a Controlled Entity
of
SPEARS, has failed
to
pay, or
to
account to, WEG during
and subsequent
to
the Agreement in violation
of
paragraphs 7
and 8
of
the Agreement.
c.
SPEARS and BTI breached the Agreement with WEG by
failing
to
pay WEG commissions earned, accrued, substantially
Page
!0of15
Complaint
negotiated or resulting from services perfonned during the term
of
the Agreement which were payable subsequent
to
the
tennination
of
the Agreement in violation
of
paragraph 7
of
the
Agreement.
d.
SPEARS has breached paragraph 7
of
the Agreement by
refusing to permit WEG
to
audit SPEARS', BTI's, and
SPEARS' Controlled Entities' financial records.
e.
SPEARS has breached paragraph 6
of
the Agreement by
refusing
to
pay all expenses reasonably incurred by WEG.
f.
SPEARS has breached the Agreement by failing to provide
monthly accountings for SPEARS, BTI, and SPEARS'
Controlled Entities (i(
8).
47.
WEG has been damaged in
an
amount that is unknown at the present
time
as
a direct and foreseeable consequence
of
SPEARS' and BTI's breaches
of
the Agreement.
48. All conditions precedent have occurred or have been performed,
waived or otherwise satisfied.
49.
As
a consequence
of
the foregoing,
WEG
has been required
to
retain
the undersigned counsel and is obligated
to
pay said counsel a reasonable
fee
for
their services.
50.
SPEARS
is
liable for the breaches
of
the Agreement by BTI and the
Controlleq Entities.
WHEREFORE, WEG demands judgment against SPEARS and BTI for
damages in excess
of
$15,000.00, exclusive
of
interest, attorneys' fees and costs,
resulting from the breaches
of
the Agreement between WEG and SPEARS,
including the benefits from WEG'S commissions on all Gross Receipts generated
WEG
v.
Spears, BT! Page I I
ofl5
Complaint
by SPEARS, BTI, and all other Controlled Entities, and for such other and further
relief that this Court deems appropriate. WEG demands a jury trial on all issues
so
triable.
COUNT II:
Accounting Against Spears and BTI
WEG realleges and incorporates herein by reference the allegations set forth
in paragraphs 1 through
43
above.
51.
SPEARS, BTI, and SPEARS' Controlled Entities, were obligated by
paragraph 8
of
the Agreement
to
provide accountings
to
WEG on a monthly basis,
and audits upon reasonable notice.
52. Pursuant
to
paragraph 7
of
the Agreement, SPEARS is required
to
account and
to
pay commissions on Gross Receipts through February 20, 2008 for
contracts entered into, substantially negotiated, or resulting from services
performed by WEG during the term
of
the Agreement.
53.
SPEARS and BTI breached these contractual duties.
54.
WEG made requests
to
SPEARS for accountings, audits, and
document~ relating to WEG pursuant
to
the Agreement, without any performance
by SPEARS.
55.
WEG believes there may be other transactions about which WEG has
not been informed by SPEARS, BTI, or SPEARS' Controlled Entities pursuant
to
which additional conunissions are due
to
WEG.
WEG
v.
Spears, BT! Page
12of15
Complaint
56. WEG
is
entitled to, but has not received, timely and accurate
accountings of,
as
well
as
audits
of
all Gross Receipts and commissions due
to
WEG under the Agreement.
57.
Because
of
the number and complexity
of
the Controlled Entities, the
transactions in dispute, the time period over which those transactions occurred, and
the lack
of
adequate written records
of
many
of
those transactions, WEG's remedy
at law
is
inadequate and will not be
as
expeditious
as
its remedy in equity.
58.
By virtue
of
their acts and omissions, SPEARS and BTI caused
damages to WEG.
WHEREFORE, WEG demands judgment for damages in excess
of
$15,000
against SPEARS and BTI for an accounting
of
all Gross Receipts generated by or
to
SPEARS, BTI, SPEARS' Controlled Entities, and other entities unknown at this
time, including conm1issions due
to
WEG under the Agreement, compensatory
damages, including consequential damages, together with
an
award
of
pre-and
post-judgment interest, attorneys' fees and costs, and for such other and further
relief that this Court deems appropriate. WEG demands a jury trial
on
all issues
so
triable.
WEG
v.
Spears,
BTI
Page
13
of
15
Complaint
WEG
v.
Spears, BT!
Florida Bar No.: 363375
KEITH MITNIK, ESQ.
FloridaBarNo.:
436127
GREGORIO FRANCIS, ESQ.
FloridaBarNo.:
8478
MORGAN & MORGAN, P.A.
20 N. Orange Avenue, Ste. 1600
Orlando, FL 32801
PH: (407) 420-1414
Direct: ( 407) 418-2075
Fax: ( 407) 425-8171
Attorneys
for
Plaintiffs
Page
14ofl5
Complaint
EXHIBIT LIST
Exhibit
A:
Personal Management Agreement
Exhibit
B:
Ratification
of
Agreement dated September
19,
2000
Exhibit
C:
Amendment
of
Agreement dated February 21, 2001
WEG
v.
Spears, BT! Page
15
of
15
Complaint
EXHIBIT A
fl
AGREEMENT made
and
entered
this_
day
of
Januruy,
1999
By
and
Between Johnny \\:right
d/b/a "Wright Entertainment Group", hereinafter
ref<::rred
to
as
"Manager",
and
Britney Spears, '
14550
Greenwell Church Road, Kentwood,
LA,
70444, hereinafter referred
to
as
"Artist". · ·
WITNESS
ETH
In consideration
of
the representations and warranties
and
the mutual promises hereinafter
set forth, it
is
agreed
as
follows: ·
!
l.
Subject
to
the terms and conditions in this agreement, Artist hereby engages Manager
and
Manager agrees
to
act!as Artist's personal
and
career co-manager, representative
arid
advisor;until
such time
as
either party shall forward a notice
to
the other advising that
the
Term
of
this
agreement
is
terminated thirty (30) days froqi the date
of
such
notice (such period hereinafter
referred
to
as
the
"Term").
As
used herein,
the
term "Artist" includes
all
"Controlled Entities",
as
defined
he~ein.
·
2.
During
the
Term hereof, Manager shall use reasonable efforts
to
direct, develop and
enhance
all
phases
of
Artist's career, including, but
not
limited
to,
advising and counseling
(i)
in
the selection
of
literary, artistic and musical material; (ii)
in
any
~d
all matters pertaining
to
publicity, public
relatioru;
and
advertising; (iii) in relation
to
the
adoption
of
proper fonnats
for
presentation
of
Artist's talents; (ivi
in
the selection
of
artistic
talent
to
assist, accompany or
embellish Artist's presentation;
(v)
with regard
to
general practices
in
the
entertainment and
amusement industries and with respect
to
such matters
of
which
Manager may have knowledge
concerning compensation and privileges extended for similar values; and
(vi)
in
the selection
of
theatrical
and
employment agents. Manager shall
have
no
ownership interest
in
the name of
the
individual members
of
Artist or in any professional or
group
nllII).e
used
by
her.
3.
Artist
will
at
all times during the Term hereof,
use
reasonable efforts
to
devote herself
to
her professional career
in
the entertainment industry
and
do
all
things necessary
and
desirable
to
promote her career and earnings therefrom.
4.
It
is
understood that Manager
is
not
an
employment agent
or
theatrical agent; that
Manager
has
not
offered, attempted or promised
to
obtain employment
or
engagements
for
Artist
nor
is
Manager obligated
or
expected
to
do
so.
5.
Artist agrees that Manager may render similar services
to
other artists
and
that Manager
is
not
required
to
devote his entire time and energies
to
Artist.
"
6.
In consideration
for
Manager's services hereunder, Artist shall pay Manager a sum
equivalent
to
Seven
and
one-half
{7½%)
percent
of
Artist's
Gross
Receipts,
as
and
when received
by
Artist. The term "Gross
ReceiP_t.s''
as
used
herein shaUmean any
and
all
con:n:,~nsation,
in
w_~atever
form,
which
is
paid, paya~le:·earnedoraccruei:j
(and
inc!udiniany deferred portion
which
may
rici(acii.ially
be
received-until after
the
termination
of
the
Tenn hereof)
in
whole
or
in
!l~,
to
Artist, Artist's family, heirs,
e~ecut<:Jrs,admirtlstrators
or
assigns,
or
applied
for
Artist's
··
benefi(cnreciiy oiTndfrecily-(for-example,
to
any corporation, partnership or other entity
in
which Artist
or
any
of
the foregoing persons have
an
interest), during the Tenn hereof,
as
a result
I
of
Artist's activities
in
the
entertainment
and
r!ilated
industries,
including,
without limitation,
motion pictures, television, radio, recordings, theater,
;advertising,
promotion,
music
publishing,
song
writing,
book
publishing,
video
games, niultimeilia,
CD-Rom
and
all
other
new
technologies
now
known
or hereinafter devised.
In
addition,
Artist
shall
pay
or reimburse
Manager,
if
Manager
has
paid,
for
all
expenses
that
Manager reasonably incurs
on
Artist's behalf
upon
presentation of proof
of
payment by
Mllilllger.
Qlross
Receipts shall
not
include
the
·
following:
(I)
deficit financing tour support which
Art,ist
actually
uses
to
pay legitimate tour
· expenses;
(2)
Artist's royalties permanently
ret~ed
by a recording
company
or
other entity
in
recoupment of
recording
or
video
costs,
promotional costs
and any
other
costs
retained
in
· recoupment of legitimate expenditures
made
pilrsuant'to
or
in
furtherance
of
any
recording,
video
or other contract
to
which
Artist
is
a party;
(3)
;any
actual
bona
fide
recording!
costs paid to Artist
or
on
Artist's behalf pursuant
to
any
recording agreement
for
Artist's services;
(4)
any
actual bona
.
fide
production
costs
paid
to
Artist or
on
Artist's behalf by
any
third
party
in
conne.ction
with
audiovisual
recordings
featuring Artist's performances;
(5)
any
monies
paid
for
indo:pendent
promotion
or
marketing
of
Artist's recordings
which
~e
charged
against
Artist's royalty account;
and
(6)
commissions
paid
to
booking
agents
(not
to
ElJ!'.Ceed
ten
(10%) percent).
7.
Subject
to
the
foregoing
limitations, subsequent
to
the
expiration
of
the
Term
hereof,
Artist
agrees
to
pay
Manager
his
commissions
due
on
all
Gross
Receipts of Artist paid, payable,
. earned
or
accrued
subsequent
to
the
expiration of
the
Term
which
result
from
any
contract
entered
into
or
substantially negotiated
during
the
Term
hereof
and/or
in
connection with
any
and
all
Gross
Receipts resulting
in
whole
or
in
part
from
any services
performed
by Manager for
Artist during
the
Term.
Notwithstanding
the
foregoing,
Manager
shall
not
receive any
commissions
following
the
fifth
anniversary of
the
expiration of
the
Term
hereof.
8.
Artist
shall
retain a Certified Public Accountant
to
collect Artist's income hereunder.
Said
accountant
shall
be
instructed
by
Artist
to
pay
Manager
directly
any
and
all
sums
due
to
him
hereunder
and
to
account
to
Manager
on
a
monthly
basis.
The
parties shall
have
the
right
to
a~_i!..,,ach
others
books
and
records
in
_c9~ection
with
tlns.!1:~eement
only,
upon
reasona~Le
notice of
the
same,
no
more
than
one
0}
time
per
year.
The
cost
of
such
audit shall
be
borne
by
the
party requesting
the
same
and
sfialrffe-perfor:medby
a certified public accountant
at
the
regular place of
business
of
the
party
to
be
audited.
9.
(a)
Both
parties
warrant
and
represent
to
the
other
that
they
have
full
right and power
to
execute
this
agreement
and
perform
all
of
its
terms
and
conditions
and
that
neither
is
under
any
disability, restriction or prohibition
with
respect
hereto.
''
(b)
A
waiver
by
either
Artist
or
Manager
of a breach
of
any
provision herein shall
not
be
deemed a
waiver
of
any
subsequent
breach,
nor
a permanent modification
of
such provision.
(
c)
Notices
hereunder
shall
be
sufficient
if
sent
by
registered
mail
or
certified mail,
return
receipt
r_eg_uested,
or
personaf_lx_i:1efl!Y~r~11Io
th.~J;e~Q~9-i1v~-P-~!.!X.
at
the
-address set !ortn
herein
above,
or
such
other
address
'as
either
party
may
from
time
to
time··aesTgnafe.
···,~------
..
----~~-.---
2
,
(cl)
This
agreement
shall
be
deemed
to
be executed
in
and
shall
be
construed
in
accordance with
the
la'ws
of
the
State
of
Louisiana.
If
any
provision hereof shall, for any reason,
be illegai
or
unenforceable,
the
same shall
not
affect the validity
of
the remaining portions
and
ptovisions hereof. ' ·
10.
(:I.)
Artist
n\ay
not'
assign
this
Agreement
nor
any
of
Artist's rights hereunder without
the writtyn consent ofManag~r, which shall not be unreasonably withheld. Manager may assign
this agreement
to
any
~ntity
in
which Manager has a substantial equity interest ot
to
any
enti'ty
in
which Manager shall personally remain
as
an
employee
to,
in
part, personally oversee the
management
of
Artist's care~
in
the
entertainment industry.
' ;
.
(b)
This
Agreement
shall
be
binding upon
and
inure
to
the benefit of the parties
hereto, their respective
succe,;sors,
personal representatives
and,
subject
to
the
provisions
of
this
paragraph, their respective assigns. ·
(
c)
This
Agreement
shall
also
be
binding upon
any
entity which, directly or
indirectly,
in
whole
or
in
part,
through
one
or
more intennediarie,;, owns
or
controls, is owned
or
controlled
by,
or
is
under common ownership
or
control with, Artist (a "Controlled I:ntity").
Accordingly, this Agreement
is
hereby accepted by Artist
on
Artist's behalf
and
on
behalf
of
each
Controlled Entity. ·
11.
This Agreement
is
the
entire
agreement
between Artist
and
Manager.
It
may not be
modified except
by
a written instrument signed
by
Artist
and
Manager. There
is
no
other
agreement, oral
or
written, between Artist
and
Manager relating
to
the
subject maner hereof.
12.
BOTH
PARTIES ACKNOWLEDGE
THAT
THEY HA VE READ
lHlS
AGREEMENT
AND
HA
VE
BEEN ADVISED
OF
THE SIGNIFICANT IMPORTANCE
OF
RETAJNING INDEPENDENT ATTORNEYS CHOSEN
BY
THEM
TO
REVIEW
THIS
AGREEMENT
ON
THEIR
RESPECTIVE BEHALVES. IN
THE
EVENT
OF
EITHER
PARTY'S FAJLURE TO OBTAIN
At"I
INDEPENDA.t'I/T
ATTOR.t'1EY,
THE
OTHER
HEREBY WARRANTS
AND
REPRESENTS THAT HE/SHE
WILL
NOT
ATTEMPT
TO
USE
HIS/HER FAILURE TO OBTAIN
AN
ATTORNEY AGAINST
THE
OTHER
HEREAFTER
IN
A COURT OF LAW.
I
I
I
I
I
I
I
I
I
I
I
I
'' ,
...
3
13.
Additionally,
if
I elect to obtain
coun
approval
of
this Agreement
by
a court
of
competent jurisdiction, you hereby agree to cooperate fully with me in so doing. Being that
you are a minor
as
of
the date hereof, you hereby agree
to
cause your legal guardian(s)
to·
sign
the inducement letter attached hereto as Exhibit "A". '
IN
WITNESS
WHEREOF, the parties have hereunto
s~t
their hands and sdals on the
date first above written. ·
"
4
EXBJBJIA
i
The undersigned, legal guardians
of
Britney Spears ("Minor"), have read the foregoing
agreement and,
as
an inducement
to
enter into the foregoing agreement, warrant and represent
to
Johnny Wright ("Manager") that
(a)
Minor will fully perform all
of
her obligations pursuant
to
the foregoing agreemerit;
(b)
the undersigned consents to the execution and performance
of
the
foregoing agreement; (
c)
until the foreg9ing agreement has been approved by a court
of
competent jurisdiction, the undersigned '.personally guarantee
Minor's
perfonnance
of
all
of
her
obligations thereunder and assume personal liability therefor; (
d)
the undersigned agree to be
bound
by
the obligations contained
in
the foregoing agreement which pertain
to
the Minor;
(e)
Manager shall have
no
obligation
to
the undersigned; and (f) the undersigned shall indemnify and
hold the Manager harmless from any act, error or omission
of
the undersigned and
of
Minor.
AGREED
TO
AND
ACCEPTED:
~¥
Spears
'
The
legal
guardians
of Britney Spears,
on
behalf
of
themselves
and their daughter,
5
EXHIBIT
B
Feb
13
01
11:54a
WIRE
'
S~nt
By:
Rudolph
&
Beer,
_LLP;
212
B84
0920
4072510484
Feb-13·01 2:23PM;
Page
2/2
l,,'
Mr.
Johnny
Wrigh\
4717
l'u$ada
l)rivi.;
Orl•ndo, l'L 32~)9
Oc11r Johnny;
Hritncy
Spear,
14550 lirccnlaw Church RoaJ
Kcntwllod, I
.onislam1
70444
~ep\cmbe, 19,
21100
Reli:-renc~
l!i
nrnllc
lU
the
per!'lonal
mMliflClllent
nurcem"nt
b~tween
\L"
daied
Jamm,ry
19CJt)
(11,c
'·
Ag,ri:cment")
..
1
am
rmw
ciglm.:i:11
( I
HJ
years old.
Y:
or
e,ooJ
t1mt
valuable
Clmsid\:rntion
..
the
receipt
and
fillfflcielii.:y
of
which
i!:I
irrevot:.abJy
acknowledged, l
hereby
acknowledge,
ratify,
ufflnn
\i.Ud
cunfmn
{aml
\Vi\ivc
nny
nc,tuo.l
or
alleg1:d
riPiht
10
dlsilffirm,
voi<l)
nullify
or
mherwl!'.e
lcnnim\lc
on
the
grounJ
ofminorily_)
lhc
A1:,rccm~nt.
Additiotmll;-~
l\l1' good
nnd
\'alunbk:
uoosi<ler1ulon
1
lh()
receipt
and
!-•I
fficiency
ur
whicll
is
hereby
11t:kJ\ov
..
lcd~t.Sd
1
thl-;
1e.uer
will
c.onfirm
Ihm
we
htt1J1:
ng,rt~d
tn
,,mend
the
Ag,re1:me-n1
in
purt,
m;
ff>\low!i'.
l
Nntwi1h:m1ndil\g
the
cnmmi.~sion
tigun.:
!i'mtcc..l
in
pumgrn.ph
''6" (If
the
Aerl?emcnt,
i.;t111mu:11cin~
Jmumry
I,
JOU
\1
~iur\ng
c.a~h
,onsuc.utivc twclvt (
12)
month iicriod
f1>\IC\wiog,
"ueh
dalt?,
ynur comnus~inns
shall
be
rcduucd
by
1011
(
10%)
11crcen1
(1.c
.•
frn111
7 ½ ¾
lu
6
3/4
%)
1111
nil
Uros.,
ltecoipts
fr<>1t1
$20,0CXl,OO
I
111
$30.0tlO,rnlO:
by
01111dditlo1ml
1c11
(
10%)
perce1u
(I.e
.•
from 6 )/4 %
tn
6%)
011
nil
(j'""
R.oi:cipts
from
$30,1100,Qlll
to $40
.•
000,0U;
nm\
by""
ad,11,ionat
ten
(10%)
1>ci-cc111
(i.e.
n·om
6%
10
5
1/4
%)
on
nil
nross
Rc~eipL
..
cxc1..•cdin~
$41),000,1100,
on
u11
annunl
bu.~i~.
On
Jununry
1,
2002,
mu.I
on
Jal\\11\l'y 1
lil
nf
l!nch
~ubsequcnr.
year
of
thf:
·1·c.nn.
commis~io11s
shntl
rci;umc
ng:Un
01
seven
11nU
onc~holf
(7
1/,
"/o)
perccnl
with
re(lucti(ms
ba
.
..;od
upon
<iross
1-(ec~ipts
tntals
as
slated
htrcin
for
cuch
sul1ic1.:1
year.
'2.
Pu.r11gr.q1h
'1 I 1' ot' the Awccmcnt shall
be
dclelcd
in
iLc.
enl1rety
1
1111d
in
il5
plac.e
th~
following
shilll
be
.'il1bstilu\C!d:
•(I.
S\1l1jcl!',t
tt, the
11.!rms
:tnd
conditinn!i oflhii;
agrt!e!Jlenl
A1tisl
hereby
engages
Man;11.Jcr
n1,tl
Mani1~~r
agn.:i:s
10
uct
a~
AniKt
1s
pcrsr.mal
nm.l
cnn!c1·
co~1nanug.er,
rcpres~ntntivi:
and
advisor
for
a ~riot! at'
one (
l}
ycnr
frum
tho
<lute
of
lhC
111ncmhm:nt
lo
th.is
Agn:cn\cnl,
to
terminate
on
.Septt:rnber
\
1'1
1 20lll,
unless
extended
hy
thl.l
pm-lies
liurcn.l\cr
(.!.uch
)1L-riod
hereinafter ,cfem:d
to
tt~
1he
"Term"),
As
WH.:J
h¢ri;in,
the
term
''Artisr''
i11cludc:'i
n)l
'•Cvnlro1l~d
Ent1tie.~··
ns
defined
herein."
This
~hnll
rurth,1·
:serve
w
r11lify
and
cnnr1rm
&\I
lmn1mb:;ion
paymems
heretofore received
hy
)·ou.
In
all
ulh\'.:r
n.:spccli.,
lhis
!ihn11
confirm that
nll
of the 1enn,
and
c.;om.lilh>ns
of
lh~
Agn;cmcnl
nre
hi.:!reby
rmifo.:J
a.1\d
confirmed in
thi;ir
entirnly,
'
p.
1
EXHIBIT
C
.~a~
30 01
07:4op
WIRE
Britney
Spears
14550
Greenlaw
Church
Road
Kentwood, Louisiana
70444
4072510484
February
21,
200
I
Mr.
Johnny
Wright
4717
Posada
Drive
Orlando,
FL
32839
Dear
Johnny:
Reference
is
made
to
the
personal management agreement
between
us
dated
January
1999
(the
"Agreement''),
as
amended.
ror
good
and
valuable consideration,
the
receipt
and
sufficiency
of
which
is
hereby
acknowledged,
this
letter
will
confirm
that
we
have
agreed
to
amend
the
Agreement " secund
lime.
as
follows:
I.
Paragraph
"I"
of
the
Agreement
shall
be
deleted
in
its
entirety,
and
in
its
place
the
following
s!1all
be
substituted: ·
"I. Subject
to
the
terms
and
conditions of this agreement
Artist
hereby
engages
Manager
and
Manager agrees
to
act
a:.
Artist\ personal
and
career co-manager, representative
and
advisor
for
a
period
ol'
two
(2) years
from
the
date of
the
second
amendment
to
this
Agreement,
to
terminate
on
Fehruar0
20.
2003.
unless
extended
by
the
parties hereafter (such
period
hereinafter
referred
to
as
the
"Term").
As
used
herein.
lhc
term
"Artist" includes
all
"Controlled Entities"
as
de
tined
herein."
·
This
shall
further serve
to
ratify
and
confirm
all
commission
payments
heretofore
received
by
you.
In
all
other respects,
this
shall confirm that
all
of
the
terms
and
conditions of
the
Agreement,
as
amended,
are
hereby
ratified
and
confirmed
in
their entirety.
p.
1