Electronically FILED by Superior Court of California, County of Los Angeles on 08/26/2022 02:25 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by S. Ruiz,Deputy Clerk

22STCV27977
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Robert Broadbelt

1 A. SASHA FRID (State Bar No. 216800)

sfrid@millerbarondess.com
2 JAMIE D. VOGEL (State Bar No. 307810)
jvogel@millerbarondess.com
3 MILLER BARONDESS, LLP
1999 Avenue of the Stars, Suite 1000
4 Los Angeles, California 90067
Telephone: (310) 552-4400
5 Facsimile: (310) 552-8400

6 Attorneys for Plaintiff

JAMES VAN DER BEEK
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8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
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11 JAMES VAN DER BEEK, an individual, CASE NO.

12 Plaintiff, COMPLAINT FOR:
13 v. (1) BREACH OF CONTRACT; AND
14 STITCHER MEDIA LLC; SIRIUS XM (2) BREACH OF THE IMPLIED
RADIO, INC., and DOES 1-10, COVENANT OF GOOD FAITH AND
15 FAIR DEALING
Defendants.
16 [DEMAND FOR JURY TRIAL]
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573934.5
COMPLAINT
 1 Plaintiff James Van Der Beek (“Plaintiff” or “Van Der Beek”) hereby alleges against

2 Defendants Stitcher Media LLC (“Stitcher”), Sirius XM Radio, Inc. (“Sirius XM”), and DOES 1

3 through 10 (collectively, “Defendants”) as follows:

4 NATURE OF ACTION
5 1. Plaintiff James Van Der Beek is a renowned actor, writer, and producer, famous for

6 multiple iconic television and film lead roles, including Dawson’s Creek and Varsity Blues. To

7 date, Plaintiff has appeared in over 20 movies and 30 television series and has received multiple

8 awards for his performances.

9 2. In late 2021, Plaintiff began to pursue an opportunity for creating a podcast based

10 on his longstanding acting career, onscreen characters, and life as a husband and father of

11 six. Plaintiff would serve as the podcast’s host, conducting interviews, providing commentary and

12 behind-the-scenes insight on past work, and share the kind of unique perspective as an artist,

13 seeker, and public figure that has become the hallmark of his social media presence. This was a

14 lucrative business opportunity that undoubtedly would have been a huge commercial success,

15 given Plaintiff’s worldwide fanbase.

16 3. Plaintiff had several options and formal offers from buyers to choose from in

17 deciding who to partner with for the production of the podcast. Ultimately, however, Plaintiff

18 chose to go with Defendants. In the spring of 2022, the material terms of the deal were

19 extensively negotiated, agreed upon orally and confirmed in writing in a series of phone calls and

20 emails between Plaintiff and Defendants’ authorized representatives.

21 4. As reflected in those e-mails, in April 2022, Plaintiff entered into an agreement

22 with Defendants. Pursuant to that agreement, the parties agreed that Plaintiff would participate as

23 a “host” in 40 podcast episodes, to be produced on a weekly basis, in exchange for a $700,000

24 guarantee. The emails reflect a meeting of the minds on every material term and constitute a

25 valid, binding and enforceable written contract. The fact that this deal was closed is confirmed by

26 Sirius XM and Stitcher’s April 28, 2022 e-mail, which stated: “we are ready to call terms

27 officially closed.” There is no nuance to the words “terms officially closed,” nor to the promise of

28 a “$700,000 guarantee.” An agreement was reached.

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 1 5. As explained below, Plaintiff had other offers and potential partners to choose from

2 in order to develop this project. However, relying on the contractual agreement reached with

3 Defendants, Plaintiff stopped negotiating with other buyers and affirmatively rejected those other

4 offers (as well as other acting opportunities) in order to devote his full time and attention to

5 creating the podcast with Defendants. The agreed-upon deal even provided Defendants with a

6 first look so that Plaintiff could not work on any other podcasts. Yet, after the project was green

7 lit and several subsequent actions had been taken by Defendants to set the podcast up, Sirius and

8 Stitcher reneged on the agreement and told Plaintiff that they would not perform.

9 6. Although now they want to skirt their obligations, Defendants made this deal and

10 their contractual obligations are clear. Defendants’ refusals to fulfill their end of the bargain have

11 caused Plaintiff to incur significant damages. Plaintiff brings this suit to hold Defendants

12 accountable for their conduct and to recover for the losses sustained as a result of Defendants’

13 breach of their contractual agreement.

14 PARTIES, JURISDICTION & VENUE

15 7. Plaintiff James Van Der Beek (“Plaintiff”) is an individual residing in Austin,
16 Texas.

17 8. On information and belief, Defendant Stitcher Media LLC (“Stitcher”) is, and was
18 at all times relevant hereto, a limited liability company, organized under the laws of the State of

19 Delaware and conducts business in Los Angeles, California. Stitcher is a company that specializes

20 in the creation, distribution, and monetization of podcasts and other programming.

21 9. On information and belief, Defendant Sirius XM Radio, Inc. (“Sirius XM”) is, and

22 was at all times relevant hereto, a Delaware corporation that conducts business in Los Angeles,

23 California.

24 10. Plaintiff is unaware of the true names and capacities of defendants sued herein as

25 DOES 1 through 10, inclusive, and therefore sue said defendants by such fictitious names.

26 Plaintiff will amend this Complaint, by leave of Court if necessary, to allege their true names and

27 capacities when ascertained.

28 11. Plaintiff is informed and believes and thereupon alleges that at all times relevant to

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 1 this complaint, each defendant is and was the agent and servant of the other defendant and at all

2 times was acting within the scope of said agency and is jointly and severally obligated to the

3 remaining defendants.

4 12. This Court has jurisdiction to hear the subject matter of this Complaint pursuant to

5 the California Constitution, Article VI, section 10, and California Code of Civil Procedure section

6 410.10. The negotiation of the agreement at issue in this lawsuit took place in Los Angeles,

7 California. Plaintiff’s transactional attorney that led the negotiations is located in Los Angeles,

8 California. Defendants maintain offices and do business in Los Angeles, California.

9 13. Venue is proper in this judicial district pursuant to California Code of Civil

10 Procedure sections 395(a) and 395.5. Defendants maintain offices, transact business, have an

11 agent, or are found in the County of Los Angeles and are within the jurisdiction of this Court for

12 purposes of service of process. The unlawful acts alleged herein had a direct effect on and were

13 committed within the County of Los Angeles, State of California.

14 FACTUAL ALLEGATIONS
15 A. The Parties’ Agreement
16 14. In or about April 2022, Plaintiff entered into an agreement with Defendants for the
17 production and execution of a podcast featuring Plaintiff. As described below, the material terms

18 were all agreed upon and memorialized in writing in a series of emails exchanged by all parties’

19 authorized representatives. These emails constituted a binding written agreement.

20 15. Plaintiff and his transactional attorney, Danny Miller, began contract negotiations

21 with Defendants’ representatives in late 2021. Following a conference in November 2021

22 between Plaintiff, Plaintiffs’ lawyer, and Defendants’ representatives to discuss the project, Leah

23 Reis-Dennis, Associate Director of Business Development at Stitcher and Sirius XM, stated in a

24 November 19, 2021 e-mail that Defendants “loved our conversation with James last week and the

25 whole Stitcher team is really excited about creating and selling this show.” Ms. Reis-Dennis

26 confirmed that an offer would be coming shortly. Defendants’ proposal was sent by e-mail on

27 November 22, 2021.

28 16. On December 17, 2021, Plaintiff’s lawyer responded by e-mail to Defendants’ offer

573934.5 4
COMPLAINT
 1 outlining the material points to be negotiated.

2 17. The following month, another follow-up creative call was held in or around January

3 2022 between Plaintiff, Plaintiff’s lawyer, and Sirius XM and Stitcher’s representatives. After this

4 call, Leah Reis-Dennis sent an e-mail on January 26, 2022, in which she responded directly to the

5 terms provided by Plaintiff’s lawyer on December 17.

6 18. More specifically, Ms. Reis-Dennis attached a chart to her January 26 e-mail, in

7 which Defendants specifically responded to each of the material terms that had been outlined and

8 identified by Plaintiff’s lawyer on December 17. The terms provided by Ms. Reis-Dennis

9 included (i) Defendants’ offer of a $700,000 minimum guarantee in exchange for 40 episodes, (ii)

10 the agreement to add a visual component to the podcast as Plaintiff requested, (iii) the agreement

11 that the co-host guarantee would be subject to Plaintiff’s approval and paid entirely by Stitcher,

12 and (iv) the agreement that Plaintiff would have approval over creative aspects of the podcast,

13 including the title. On or about February 2, 2022, Plaintiff’s lawyer, Danny Miller, responded in

14 writing to Ms. Reis-Dennis’s January 26 e-mail outlining Defendants’ position on the key terms.

15 He informed Sirius and Stitcher via e-mail that Plaintiff agreed to the material terms of the deal,

16 stating: “I’m thrilled to say we’re good on the material points.”

17 19. The material financial terms of the deal were as follows: (i) $700,000 as a

18 minimum guarantee and 50% share of net ad revenue (gross revenue less hosting fees, ad sales

19 commissions, production, and marketing budgets) for Plaintiff providing hosting services; (ii) 40

20 podcast episodes, delivered by Plaintiff on a weekly basis; (iii) Plaintiff would promote the

21 podcast weekly across all of his social media channels; (iv) the production budget would be

22 $153,000 recouped against revenue, with the budget subject to consultation with Plaintiff, (v) the

23 marketing budget would be $50,000 recouped against revenue, with the budget subject to

24 consultation with Plaintiff; and (vi) payment would be made to Plaintiff’s loan-out company.

25 20. After closing on the financial terms, the only remaining issues were lining up on

26 creative and advertising. These issues were subsequently agreed upon as well.

27 21. The agreement was finalized when Defendants’ representative, Leah Reis-Dennis,

28 unequivocally stated in an April 28, 2022 e-mail: “Great news – the call with James went really

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 1 well on both the sales and content side, and we are ready to call terms officially closed and

2 (finally!) get the longform started.”

3 22. As such, there is no doubt that a meeting of the minds on every material term was

4 achieved. This meeting of the minds is reflected and documented in the parties’ email

5 correspondence.

6 B. Plaintiff And Defendants’ Subsequent Conduct

7 23. Defendants’ subsequent conduct further confirms and evidences that a contract was

8 formed. On May 2, 2022, Defendants’ representative, Leah Reis-Dennis, asked for payment set-

9 up information so that payments pursuant to the agreement could be made to Plaintiff. She wrote:

10 “Could one of you please send over James’s loanout info (LLC name and mailing address), as well

11 as the best email for us to send supplier/payment setup info?” In reliance on the parties’ contract

12 and his terminated negotiations with other competitors, and in response to Defendants’ request for

13 the supplier profile, Plaintiff set up an entity named VanderPod LLC. Obviously, Defendants

14 would not have asked for Plaintiffs’ payment information, and Plaintiff would not have set up the

15 LLC, if there was no deal.

16 24. The parties also began pre-production and took certain steps to prepare for the

17 execution of the podcast project. These steps included, among other things, beginning to search

18 for a potential co-host, as was specifically provided for in the parties’ contract.

19 25. Plaintiff and Defendants also negotiated and agreed upon terms regarding

20 advertising during their phone calls and e-mails. As reflected in writing, the parties ultimately

21 agreed that Plaintiff would have approval over 80% of Stitcher’s 100 highest-spending advertisers.

22 Consistent with this agreement, Defendants sent Plaintiff a list of their top 100 advertisers and

23 asked Plaintiff to go through each of them, one-by-one, to make sure he was aligned. This was a

24 painstaking process, which required research on Plaintiffs’ end and that took so long that Stitcher

25 even followed up via e-mail.

26 26. Once the deal was done, Defendants also asked Plaintiff to take a number of other

27 specific actions to proceed with the project. These tasks included asking Plaintiff to (i) develop a

28 list of guests and episode ideas, (ii) listen to specific podcasts suggested by Defendants for tone

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COMPLAINT
 1 inspiration, (iii) put in writing, in Plaintiff’s own words, a condensed version of exactly what the

2 podcast would be so that Defendants could approach advertisers, (iv) prepare a list of brands

3 Plaintiff currently uses and loves, again so that Defendants could approach those brands as well

4 for advertising, (v) scout and photograph locations for a studio on Plaintiff’s property, and (vi)

5 obtain bids for the construction of a studio or retrofit for an existing structure. All of which

6 Plaintiff did.

7 27. In sum, all subsequent behavior by all parties—from creative calls to initiating

8 payment profiles to beginning pre-production, as well as the many tasks and specific actions

9 performed by Plaintiff at Defendants’ request—confirmed the deal.

10 C. Defendants’ Breach
11 28. At all times, and as has been communicated to Defendants, Plaintiff was and
12 remains ready, willing, and able to perform all terms of the parties’ agreement.

13 29. However, on or around July 8, 2022—two and half months after Defendants
14 confirmed the deal—a Zoom conference was held between Plaintiff’s lawyer, Danny Miller, and

15 Defendants’ representatives, including Rena Ayer, Daniel Osit, Defendants’ legal counsel Seth

16 Funk, and Vice President of Business Affairs Lindsay Bowen. During this call, Defendants

17 reneged on the deal, claiming that they a new policy of having their finance team review the deals,

18 and the finance team rejected this deal. This was contrary to what Defendants said during

19 negotiations when they represented to Plaintiff that the deal terms were created in conjunction

20 with the finance, creative and sales departments’ input and approval. This was just a pretextual

21 excuse to renege on the deal.

22 30. Following this conference, Danny Miller sent Defendants an e-mail on July 8,

23 explaining that Sirius XM and Stitcher remain obligated for the guaranteed payment of $700,000.

24 Referring back to the parties’ prior correspondence, including Ms. Reis-Dennis’s April 28, 2022 e-

25 mail confirming the deal was “officially closed,” Mr. Miller further explained that Defendants are

26 obligated to pay because there was no doubt that there was a meeting of the minds on every

27 material term, as reflected in the e-mails and negotiated deal summary.

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COMPLAINT
 1 D. Damages to Plaintiff
2 31. As explained above, Plaintiff is a renowned and iconic actor, writer, and producer.

3 He had other formal offers and interested buyers to do the podcast, but declined those offers in

4 light of the agreement reached with Sirius, which was going to be Plaintiff’s exclusive podcasting

5 home according to the agreement reached with Defendants. Plaintiff’s decision was based upon

6 the promised $700,000 minimum guarantee, as well as the value of using Defendants to build a

7 brand and audience for this particular podcast series, as well as serve as Plaintiff’s gateway into

8 the digital/podcasting space. This concept was enthusiastically supported by Defendants. Plaintiff

9 and Defendants both agreed that the $700,000 guarantee was meant to be a floor and they

10 expected to earn significantly more than that on the podcast.

11 32. More specifically, and relying on the unequivocal language sent on April 28, 2022

12 by Defendants that “we are ready to call terms officially closed,” as well as the subsequent actions

13 detailed above, Plaintiff notified the other parties bidding on this project that he was passing on

14 their offers and moving forward with Defendants.

15 33. Defendants’ actions are in violation of their clear, contractual obligations. The

16 parties entered into an agreement which was confirmed by emails—it constitutes a binding

17 contract under the law. Common sense, law, and public policy confirm that an agreement was

18 made, and that Defendants are liable for their breach.

19 FIRST CAUSE OF ACTION

20 Breach of Contract
21 (Plaintiff Against Defendants)
22 34. Plaintiff repeats and realleges each and every foregoing and subsequent allegation

23 contained in the Complaint, and further alleges as follows:

24 35. As set forth above, Plaintiff and Defendants entered into a valid and binding

25 agreement on or about April 28, 2022.

26 36. Plaintiff performed all the obligations, conditions, covenants, duties, and promises

27 required by him to be performed in accordance with the terms and conditions of the agreement.

28 37. Defendants breached the agreement with Plaintiff by failing and refusing to

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COMPLAINT
 1 perform their promise to pay Plaintiff a minimum $700,000 guarantee, as well as 50% share of net

2 ad revenue (gross revenue less hosting fees, ad sales commissions, production, and marketing

3 budgets) among other things, in exchange for the hosting and other services that Plaintiff would

4 provide in connection with the 40 podcast episodes, to be produced on a weekly basis.

5 38. By engaging in the aforementioned conduct, Defendants breached their contract

6 with Plaintiff, resulting in the loss of the minimum guarantee as well as the value of using

7 Defendants to build a brand and audience for this particular podcast series, as well as serve as

8 Plaintiff’s gateway into the digital/podcasting space. As a result, Plaintiff has been damaged in an

9 amount to be determined at trial, but which shall exceed $700,000.

10 SECOND CAUSE OF ACTION

11 Breach of Covenant of Good Faith and Fair Dealing
12 (Plaintiff Against Defendants)
13 39. Plaintiff repeats and realleges each and every foregoing and subsequent allegation

14 contained in the Complaint, and further alleges as follows:

15 40. California law implies a covenant of good faith and fair dealing in all contracts.
16 This covenant provides that each party will act in good faith and deal fairly with one another, and

17 not do anything that frustrates the other party’s rights to the benefits of the contract.

18 41. As set forth above, Plaintiff and Defendants entered into a valid and binding
19 agreement on or about April 28, 2022.

20 42. Pursuant to the covenant of good faith and fair dealing, Plaintiff and Defendants

21 had a duty to each other to do everything that their contractual relationship presupposed they

22 would do to accomplish its purpose.

23 43. Defendants breached the covenant of good faith and fair dealing by denying the

24 existence of the parties’ agreement, by refusing to fulfill their contractual obligations, including

25 but not limited to refusing to pay Plaintiff his $700,000 minimum guarantee, and by refusing to

26 cooperate with Plaintiff in good faith.

27 44. By engaging in the aforementioned conduct, Defendants failed to do everything

28 that the contractual relationship between Plaintiff and Defendants presupposed it would do to

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 1 accomplish its purpose. As a result, Plaintiff has been damaged in an amount to be determined at

2 trial, but which shall exceed $700,000.

3 PRAYER FOR RELIEF

4 WHEREFORE, Plaintiff prays for judgment against Defendants and for relief as follows:
5 (1) General and compensatory damages, according to proof;
6 (2) Pre- and post-judgment interest at the maximum legal rate;
7 (3) Attorneys’ fees, costs, and expenses incurred herein; and

8 (4) For any further relief that the court deems just and proper.

10 DATED: August 26, 2022 MILLER BARONDESS, LLP

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13 A. SASHA FRID
Attorneys for Plaintiff
14 JAMES VAN DER BEEK
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 1 DEMAND FOR JURY TRIAL
2 Plaintiff hereby demands a jury trial.

4 DATED: August 26, 2022 MILLER BARONDESS, LLP

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By:
7 A. SASHA FRID
Attorneys for Plaintiff
8 JAMES VAN DER BEEK
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