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C I V I L D I S T R I C T C O U R T F O R T H E PARISH O F

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S T A T E O F LOUISIANA

4o

DIVISION'

NO.

YOUNG MONEY E N T E R T A I N M E N T , L L C and DWAYNE M I C H A E L C A R T E R , JR.

VERSUS

w-w-ow)

CASH MONEY R E C O R D S , INC.

FILED:

DEPUTY C L E R K

VERIFIED PETITION FOR BR EA C H OF OBLIGATION.


B R E A C H O F F I D U C I A R Y DUTY, UNJUST E N R I C H M E N T .
ACCOUNTING. ANTICIPATORY B R E A C H O F C O N T R A C T .
CONVERSION, D E C L A R A T O R Y JUDGMENT. DAMAGES.
APPOINTMENT O F A T E M P O R A R Y R E C E I V E R AND/OR IN
T H E A L T E R N A T I V E . DISSOLUTION AND APPOINTMENT
O F A T E M P O R A R Y LIQUIDATOR. APPOINTMENT O F
PERMANENT R E C E I V E R AND/OR IN T H E A L T E R N A T I V E A
PERMANENT LIQUIDATOR. ISSUANCE O F P R E L I M I N A R Y
INJUNCTION. ISSUANCE O F PERMANENT INJUNCTION
AND R E Q U E S T F O R T R I A L B Y J U R Y
n

N O W I N T O COURT, through undersigned counsel, come Plaintiffs, Y O U N G M O N E Y '


E N T E R T A I N M E N T , L L C , ("Young Money L L C " ) , and D W A Y N E M I C H A E L CARTER, JR.
("Carter"), who respectfully represent as follows:

T H E PARTIES
1.

'

Plaintiff, Carter, (p/k/a " L i l Wayne") is an internationally acclaimed, Grammy-Award


winning songwriter, rap artist, producer and entrepreneur. Plaintiff is a citizen and resident o f
the State o f Florida.

Plaintiff, Young Money L L C , is a limited liability company organized under the laws o f
the State o f Delaware w i t h a principal place o f business i n M i a m i , Fldrida. Carter i s the sole
member o f Young Money L L C .

VERIFIED.
Barters Gaude
Deputy C t e r k . # "

Young Money L L C is the owner o f the right to furnish to third parties the professional
services o f Carter and also owns and controls a 49% interest i n a joint venture with Defendant
Cash Money Records, Inc. known as "Young Money," more particularly described

below

(hereinafter the "Young Money Label"), which is set to expire by its own terms on June 4, 2015.
4.
Young Money L L C and Carter are sometimes, collectively, referred to herein

as

"Plaintiffs".
5.
Upon information and belief, Defendant, Cash Money Records, Inc. ("Cash Money"), is
an American record company, incorporated under the laws o f the State o f Louisiana with a
principal place o f business i n the City, County and State o f Florida.
6.
Cash Money is i n the business o f producing, manufacturing, licensing, distributing
(through third parties)

and otherwise

exploiting throughout the world sound

recordings

containing the musical performances o f numerous recording artists.


7.
Cash Money was founded by brothers Bryan Williams ("B. Williams") and Ronald
Williams ("R. Williams") i n or around 1991.
8.
Upon information and belief, B . Williams, p/k/a "Birdman" is the co-CEO o f Cash
Money with R. Williams and is also a hip-hop artist.
9.
Upon information and belief, R. Williams, is the co-CEO o f Cash Money with B .
Williams.

JURISDICTION AND V E N U E
10.
Louisiana has subject matter jurisdiction over this matter pursuant to Louisiana Code o f
C i v i l Procedure Article 2. Louisiana has personal Jurisdiction over Defendant pursuant to

^1

Louisiana Code o f Civil Procedure Article 6 and Louisiana Revised Statute 13:3201 A ( l ) and (2)
andB.
11.
Venue is proper and appropriate i n the Parish o f Orleans pursuant to Louisiana Code o f
Civil Procedure Articles 4 2 , 7 6 . 1 , 78, and 79, among others.

F A C T U A L BACKGROUND
A.

The Agreements
12.
On November 1, 1998, Carter and Cash Money entered into a written recording

agreement pursuant to which Carter agreed, inter alia, to provide exclusive recording services to
Cash Money (the "1998 Recording Agreement"). Pursuant to the 1998 Recording Agreement,
Cash Money agreed, inter alia, to render accountings and pay royalties to Carter on or before
September 30 w i t h respect to the semi-annual period ending June 30 and on or before March 31
for the semi-annual period ending December 31 with respect to the sales by Cash Money o f
recordings delivered by Carter thereunder.

The 1998 Recording Agreement contains various

provisions relating to royalties and advances payable to Carter, product delivery obligations,
Carter's rights o f audit and option periods to extend the term thereof.
13.
On or about February 20, 2003, Carter and Cash Money entered into a self-styled
"Memorandum o f Agreement" (the "2003 Label Agreement") for the creation o f the Young
Money Label joint venture for the common purpose o f the manufacture, distribution, promotion
and exploitation o f recordings containing the performances o f new recording artists who would
be signed to the Young Money Label following approval b y Carter and Cash Money, the sole
owners o f the joint venture.
14.
The 2003 Label Agreement provided that, inter alia, after the deduction o f a distribution
fee and costs, the profits o f the Young Money Label would be divided 51%-49% between Cash
Money and Carter and ownership o f all the Young Money Label property, (e.g., company
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recordings, copyrights, intellectual property, good w i l l ) would be similarly owned, 51%-49%


between Cash Money and Carter, respectively.
15.
The 2003 Label Agreement also provided that the Young Money Label would use the
same manufacturer and the same distributer, Universal Music Group, Inc. ("Universal"), that
Cash Money uses for its own recordings (i.e., non-Young Money Label recordings).

Cash

Money and Carter agreed that the Young Money Label would be charged the same net
distribution fee b y Universal w i t h respect to the Young Money Label recordings as Cash Money
was charged b y Universal for Cash Money's own recordings.
16.
Subsequent to the execution o f the 1998 Recording Agreement and the 2003 Label
Agreement, various disputes arose between Cash Money and Carter. These disputes involved
issues between Carter and Cash Money relating to (i) recordings by Carter pursuant to the 1998
Recording Agreement and (ii) Carter's interest i n the Young Money Label joint venture.

These

disputes resulted i n a series o f settlement agreements and amendments, between Carter and Cash
Money, to the above referenced agreements.
17.
The first o f these was an agreement, dated January 20, 2005 (the "2005 Settlement
Agreement").

The 2005 Settlement Agreement amended the 1998 Recording Agreement by,

inter alia, extending the number o f option periods during which Carter would be obligated to
provide recordings embodying his individual recorded performances to Cash Money,

fixing

recording costs and amending royalty rates payable to Carter. The terms o f the 1998 Recording
Agreement not expressly amended by the 2005 Settlement Agreement remained i n full force and
effect.
18.
The 2005 Settlement Agreement also amended the 2003 Label Agreement by, inter alia,
extending the term thereof, amending the Young Money Label's service fee and providing Carter
with an advance against profits earned by the Young Money Label.

19.
B y an agreement, dated July 24, 2006 (the "2006 Amendment"), between Carter and
Cash Money, the parties further amended the 1998 Recording Agreement and 2005 Settlement
Agreement by, inter alia, providing Carter w i t h additional advances against royalties generated
i n respect o f Carter's solo albums and by obligating Carter to perform on and deliver to Cash
Money two duet albums.
20.
The 2006 Amendment did not make any amendments to Carter's or Cash Money's rights
or obligations with respect to the Young Money Label.
21.
B y agreement, dated June 5, 2008 (the "2008 Amendment"), Carter and Cash Money
again amended the prior agreements and amendments between Carter and Cash Money.

With

respect to Carter's individual recordings, the 2008 Amendment, inter alia, amended Carter's
album delivery requirement to Cash Money. More specifically, Carter and Cash Money agreed
that the album, "Tha Carter I I I , " would fulfill Carter's delivery requirements for the first option
period o f the 1998 Recording Agreement, as amended, and that Carter's future recording
obligation to Cash Money, with option periods, would be four (4) solo albums and a second duet
album.
22.
The 2008 Amendment also provided that Carter and Cash Money would jointly o w n the
master recordings delivered by Carter i n respect o f the albums delivered during the "fourth" and
" f i f t h " option periods o f the 1998 Recording Agreement, as amended.
23.
The 2008 Amendment also amended Carter's and Cash Money's agreements relating to
the Young Money Label and extended the term o f the their joint venture for five years.

The

2008 Amendment provided that Carter would be paid additional advances against profits for his
work with the Young Money Label and that Cash Money would provide certain payments to the
joint venture for overhead costs o f the Young Money Label.

Cash Money further agreed to

maintain a One M i l l i o n Dollar ($1,000,000.00) escrow account to fund overhead payments and
recording funds for the Young Money Label.
24.
In the 2008 Amendment, Cash Money also agreed that the net profits due to Carter
pursuant to the 2003 Label Agreement, as amended, could not be cross-collateralized against any
monies that were unrecouped by Cash Money under the 1998 Recording Agreement,

as

amended.
25.
The 2008 Amendment importantly provided that Cash Money would provide to Carter
the monthly accountings rendered by Universal, the Young Money Label's distributor, reflecting,
inter alia, the sales o f and other income derived from the Young Money Label recordings.
26.
After the execution o f the 2003 Label Agreement, Carter assigned all o f his rights and
interests, including any right to receive accountings and payment, i n the Young Money Label to
Carter's wholly owned furnishing company, Young Money L L C .
27.
During the term o f the 2003 Label Agreement, as amended, the Young Money Label
signed the recording artist p/k/a "Drake."
28.
B y virtue o f a letter agreement, dated June 26, 2009 (the "2009 Drake

Letter

Agreement"), Young Money L L C and Cash Money agreed that Young Money L L C ' s share o f
the net profits earned i n connection with any solo recordings released by Drake would not be
cross collateralized against any advances or other payments paid to Young Money L L C , or
Carter as its predecessor in interest, by Cash Money, pursuant to the 2003 Label Agreement, as
amended. Cash Money and Young Money L L C further agreed that Young Money L L C would be
entitled to one third o f the net profits earned by the Young Money Label i n connection with the
recordings o f Drake released by the Young Money Label pursuant to the 2009 Drake Letter
Agreement.

29.
The 2009 Drake Letter Agreement also provided that Cash Money would account and
pay net profits to Young Money L L C and Aspire Records, on behalf o f Drake, on a monthly
basis.
30.
B y an agreement, dated September 14, 2010, (the "2010 Amendment"), the parties
further amended the 1998 Recording Agreement and the 2003 Label Agreement, as previously
amended. However, the amendments made are not relevant to the events herein.
31.
B y an agreement, dated A p r i l 5, 2012 (the "2012 Amendment"), Carter and Cash Money
further amended the 1998 Recording Agreement and the 2003 Label Agreements, as previously
amended.

W i t h regard to Carter's recording agreements, the 2012 Amendment provided that

Carter would grant Cash Money two (2) additional option periods and that his total remaining
recording obligation to Cash Money would be four (4) solo albums and an additional duet album.
32.
Pursuant to the 2012 Amendment, Cash Money agreed to pay Carter an advance o f Ten
M i l l i o n Dollars ($10,000,000.00) per solo album, with Eight M i l l i o n Dollars ($8,000,000.00) to
be paid upon the commencement o f the recording o f each solo album and the remaining T w o
M i l l i o n Dollars ($2,000,000.00) to be paid upon delivery o f such album to Cash Money. Cash
Money also agreed to pay Carter fifty-percent (50%) o f its net receipts w i t h regard to Carter's
solo albums.
33.
The 2012 Amendment further amended Cash Money's accounting obligation to Carter
and provided that Cash Money would account to Carter on a monthly basis for 49% o f the
Young Money Label's profits, at the same time and i n the same manner as Cash Money's
distributor, Universal accounted to Cash Money. Cash Money further agreed that Carter's record
royalty account would be deemed recouped upon the commencement o f the sixth option period.

34.
W i t h regard to the Young Money Label, the 2012 Amendment extended the term o f the
2003 Label Agreement until June 4, 2015.

Carter/Young Money L L C received an advance as

against the Young Money Label's net receipts.

Cash Money also agreed to provide quarterly

overhead payments o f T w o Hundred Thousand Dollar ($200,000.00).


35.
The 2012 Amendment also acknowledged that the copyrights i n respect o f all master
recordings delivered under the 2003 Label Agreement would be registered as j o i n t l y owned by
Cash Money and Young Money L L C .

B.

Factual Events Giving Rise to the Instant Action


36.
For approximately the past four (4) years, numerous issues and disputes have arisen

between Cash Money and Carter, as a solo recording artist and with respect to Carter's and/or
Young Money L L C ' s interest in the Young Money Label. Such issues have culminated in the
past few months to give rise to the instant action.
37.
W i t h regard to Carter's contractual relationship with Cash Money as a solo artist signed
to the Cash Money label, Cash Money has also failed to properly account to Carter and pay
royalties and advances to Carter pursuant to the 1998 Recording Agreement and the amendments
thereto.
38.
Despite being obligated to do so, as o f the date o f this Petition, Cash Money has not
registered Carter as a co-owner o f the sound recordings contained i n the album entitled " I A m
Not a Human Being I I , " which was delivered for the fourth option period. Upon information and
belief, i n breach o f the 2008 Amendment, Cash Money registered the copyright i n such sound
recordings solely in the name o f Cash Money.
39.
Carter, as both an individual artist and on behalf o f Young Money L L C , as a co-owner o f
the Young Money Label, has duly requested to audit the books and records o f Cash Money in
8

respect to the exploitation o f Carter's recordings covered b y the 1998 Recording Agreement, as
amended and the recordings released b y the Young Money Label pursuant to 2003 Label
Agreement, as amended. Cash Money has refused such demands as well as demands b y Carter
and/or Young Money L L C for accountings i n respect o f the financial operations o f their coowned joint venture, the Young Money Label.
40.
In early December, 2014, Carter attempted to deliver to Cash Money the sound
recordings comprising the second o f the solo albums, entitled "Tha Carter V , " provided for by
the 2012 Amendment. Although obligated to pay Carter Eight M i l l i o n Dollars ($8,000,000.00)
at the commencement

o f the recording o f "Tha Carter V " and T w o M i l l i o n Dollars

($2,000,000.00) upon delivery o f the album, Cash Money breached the 1998 Recording
Agreement, as amended, specifically by the 2012 Amendment, by failing to pay Carter the Eight
M i l l i o n Dollar ($8,000,000.00) payment upon commencement o f the recording and paying
Carter only Two M i l l i o n Dollars ($2,000,000.00) over the course o f the recording o f "Tha Carter
V " . Moreover, Cash Money has refused to pay Carter the Two M i l l i o n Dollars ($2,000,000.00)
due upon delivery o f "Tha Carter V " to Cash Money. Cash Money has refused to pay Carter the
balance o f Eight M i l l i o n Dollars ($8,000,000.00) due Carter i n respect o f "Tha Carter V " ,
despite due demand therefore b y Carter.
41.
Cash Money has not provided Carter with any contractual or statutory basis for failing to
pay the balance o f the advance for "Tha Carter V " and has given no assurances that it w i l l not
similarly refuse to pay Carter the Ten M i l l i o n Dollar ($10,000,000.00) advances due to h i m for
each o f the next two (2) albums as required b y the 2012 Amendment to the 1998 Recording
Agreement.
42.
W i t h regard to the Young Money Label, beginning at latest i n 2013, Cash Money failed
to provide proper monthly accountings to Carter and/or Young Money L L C as required for the
Young Money Label and failed to make timely accounting and/or payments o f net profits due to
Carter and/or Young Money L L C pursuant the 2003 Label Agreement, as amended. I n addition,
9

Cash Money failed to make the required overhead payments o f Two Hundred Thousand
($200,000.00) per calendar quarter to the Young Money Label and also failed to maintain the
escrow account funded w i t h One M i l l i o n Dollars ($1,000,000.00) for overhead payments for the
Young Money Label.
43.
W i t h regard to the 2009 Drake Letter Agreement, Cash Money, since at latest early 2012,
has failed to account to Young Money L L C on a monthly basis and has failed to pay Young
Money L L C its share o f net receipts with regard to solo recordings o f Drake released by the
Young Money Label.

Cash Money has only provided intermittent, incomplete accountings

regarding Drake's recordings and has failed to provide a single complete accounting in respect o f
the exploitation o f the Drake recording, despite Drake being one o f the bestselling recording
artists i n recent years.
44.
In summary, Cash Money has failed to properly account and pay royalties and profits to
Young Money L L C in respect o f the exploitation o f recordings owned and commercially
exploited by the Young Money Label. Cash Money has also failed to make overhead payments
and maintain the escrow fund as required by the 2003 Label Agreement and the amendments
thereto.

Moreover, while required to obtain approval from Carter/Young Money L L C for

marketing expenses greater than Three Hundred Thousand Dollars ($300,000.00), Cash Money
failed to do so, and claims hundreds o f millions o f dollars in marketing expenses for the Young
Money Label.
45.
Cash Money also failed to properly register the copyright i n the Young Money Label
recordings as jointly owned by Cash Money and Carter/Young Money L L C .

Cash Money

refused to accept artist's submitted by Carter to j o i n the Young Money Label.

Cash Money

failed to account and pay monies due to various third parties involved w i t h recordings artists
signed to the Young Money Label.

Such failures have resulted in legal actions against the

Young Money Label and/or Plaintiffs and additional financial losses for Plaintiffs.

10

46.
Along with failing to properly account to its partner, Cash Money has failed to pay
producers, engineers, and other third parties related to the operation o f the Young Money Label.
The Young Money Label has received numerous demands and claims against both i t and Cash
Money for such failures to account to and pay third parties.
47.
Cash Money has also been sued, along w i t h the Young Money Label i n some instances,
for failure to account to and pay royalties by numerous parties i n connection w i t h Young Money
Label artists.

Some cases include: MFMNG

Productions,

LLC v. Cash Money, et al, 15-cv-

02948, (S.D.N.Y. A p r i l 15, 2015) (failure b y Cash Money to pay sample license fees); The
Soundkillers,

LLC v. Cash Money, et al, 14-cv-07980 (S.D.N.Y. October 2, 2014) (failure to pay

third party producers); Prince et al v. Cash Money Records,

14-cv-23057 (S.D. Fla. August 19,

2014) (failure to account and pay royalties to Drake's management).


48.
Such failures b y Cash Money to properly account and pay producers, licensors, artists,
and other third parties are material breaches o f the 2003 Label Agreement, as amended. Such
actions have had a significant negative impact on both the Young Money Label and Carter, as an
individual, as it impacts their reputations within the industry.

49.
Upon information and belief, Cash Money has jeopardized the ability o f the Young
Money Label to properly and successfully conduct business and has improperly committed waste
to the assets o f the Young Money Label.

Cash Money has failed to respond to numerous

demands for payment and has failed to appear and defend lawsuits filed against both the Young
Money Label and Cash Money for Cash Money's failure to account to and pay third parties,
which has, i n some instances, resulted i n default judgments.
50.
Upon information and belief, Cash Money failed to establish a separate bank account for
the Young Money Label and commingled funds belonging to the Young Money Label w i t h Cash
11

Money's funds, including advances from Universal that were based upon the success o f Young
Money Label artists.
51.
Upon information and belief, Cash Money received approximately One Hundred M i l l i o n
($100,000,000.00)

Dollars as an advance (the "Universal Advance") from Cash Money's

distributor, Universal, sometime i n 2012. Despite the fact that much o f that money was received
based upon the popularity o f the Young Money Label's artists, Cash Money has never disclosed
the actual amount it received from Universal nor any terms o f that deal to Plaintiffs, its joint
venture partner.
52.
Upon information and belief, Cash Money has, in violation o f its fiduciary duty to its
partner, commingled funds from the Universal Advance and other prior advances from Universal
and used portions o f such advances to pay Cash Money artists and/or expenses, when such
monies should have been used for the Young Money Label.
53.
Upon information and belief, the Universal Advance should have been sufficient for Cash
Money to meet its obligations w i t h regard to the Young Money Label, especially given the fact
that the Young Money Label artists are among the most popular recording artists i n the industry.

FIRST CAUSE O F ACTION


(By Carter for Breach of Obligation)
54.
Plaintiffs repeat and reallege the allegations contained in Paragraphs 1-53 o f the Petition
as i f fully set forth herein.

55.
This cause o f action, arising under Louisiana C i v i l Code Articles 1983-1987, is for
breach o f obligation including breach o f the covenant o f good faith performance o f an obligation.

12

56.
The 1998 Recording Agreement, as amended, constitutes a conventional obligation and a
binding agreement between Carter and Cash Money.
57.
Carter has fully performed any and all obligations required b y h i m pursuant to the 1998
Recording Agreement, as amended.
58.
Cash Money breached the 1998 Recording Agreement, as amended, by, inter alia,

(i)

failing to pay Carter Eight M i l l i o n Dollars ($8,000,000.00) for delivery o f "Tha Carter V " ; ( i i )
failing to properly account and pay royalties to Carter for monies earned by Carter's recordings;
(iii) prohibiting Carter from auditing the books and records o f Cash Money; and (iv) knowingly
failing to register the copyright o f the Carter recordings for the album " I A m Not a Human Being
I I " i n both Cash Money's and Carter's names.
59.
Cash Money, through their aforementioned conduct, has breached its obligations and the
covenants o f good faith performance attendant thereto, i n contravention o f Louisiana C i v i l Code
Article 1983.
60.
By virtue o f the above, Carter has been damaged i n an amount not less than Eight M i l l i o n
Dollars ($8,000,000.00) w i t h statutory interest from the date o f Cash Money's breaches and is
further entitled to recover all damages sustained pursuant to Louisiana C i v i l Code Article 1997.

SECOND CAUSE OF ACTION


(By Carter/Young Money L L C for Breach of Obligation)
61.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-60 o f the Petition
as i f fully set forth herein.

13

62.
This Cause o f Action, arising under Louisiana C i v i l Code Articles 1983-1987, is for
breach o f obligation including breach o f the covenant o f good faith performance o f an obligation.
63.
The 2003 Label Agreement, as amended, constitutes a conventional obligation and a
binding agreement between Carter/Y oung Money L L C and Cash Money.
64.
Carter/Young Money L L C has fully performed any and all obligations required by the
2003 Label Agreement, as amended.
65.
Cash Money has breached the 2003 Label Agreement, as amended, by, inter alia, (i)
failing to make quarterly overhead payments for the Young Money Label; ( i i ) failing to maintain
One M i l l i o n Dollars ($1,000,000.00) i n escrow for the benefit o f the Young Money Label to be
used for overhead payments and other costs; ( i i i ) failing to properly account to Carter/Y oung
Money L L C for income received from Young Money Label recordings; and (iv) failing to
account to its joint venture partner, Carter/Y oung Money L L C i n respect o f the operations o f the
Young Money Label, and failing to pay to Carter/Young Money L L C monies shown to be due to
Carter/Y oung Money L L C by such accountings.
66.
Cash Money, through their aforementioned conduct, has breached its obligations and the
covenants o f good faith performance attendant thereto, i n contravention o f Louisiana C i v i l Code
Article 1983.
67.
By virtue o f the above, Carter/Young Money L L C has been damaged i n an amount to be
determined at trial and is further entitled to recover all damages sustained, pursuant to Louisiana
Civil Code Articles 1997.

14

THIRD CAUSE O F ACTION


(Breach of Fiduciary Duty)
68.
Plaintiffs repeat and reallege the allegations contained in Paragraphs 1-67 o f the Petition,
as i f fully set forth herein.
69.
The 2003 Label Agreement, as amended, created a fiduciary duty on behalf o f Cash
Money to act i n the best interests o f its joint venture partner, Carter/Y oung Money L L C w i t h
regard to the operations o f the Young Money Label.
70.
This cause o f action, arising under Louisiana C i v i l Code Articles 2808 - 2810, is for
breach o f fiduciary duty for activities prejudicial to the joint venture partnership.
71.
Cash Money breached its fiduciary duty by inter alia, (i) knowingly failing to register the
copyright o f the Young Money Label recordings in both Cash Money and Young Money L L C
and/or Carter's names; ( i i ) knowingly failing to properly account and pay royalties and profits
for the Young Money Label; ( i i i ) refusing to allow Plaintiffs to audit the books and records o f
Cash Money; (iv) with regard to the Young Money Label, by failing to properly manage and
protect the interest o f Carter/Young Money L L C ; and, (v) with regard to the Young Money
Label, failing to account to and pay numerous third parties involved with the operation o f the
Young Money Label.
72.
B y virtue o f the above, Plaintiffs have been damaged in an amount to be determined at
trial.

F O U R T H CAUSE O F ACTION
(Unjust Enrichment)
73.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-72 o f the Petition,
as i f fully set forth herein.

15

74.
This cause o f action, arising under Louisiana Civil Code Articles 1757 and 2298, is for
unjust enrichment.
75.
By receiving and retaining some or all o f (i) Carter's share o f the monies due pursuant to
the 1998 Recording Agreement, as amended; and (ii) Carter/Young Money's share o f monies
due pursuant to the 2003 Label Agreement, as amended, Cash Money has been unjustly
enriched.
76.
To

allow Cash Money to retain the benefit provided to it by Plaintiffs without

compensation would be unjust and inequitable because Cash Money w i l l have obtained an
enormous economic benefit at Plaintiffs' expense without having provided Plaintiffs with full
value i n return for same.
77.
As a direct and proximate result o f the foregoing unjust enrichment, Plaintiffs have been
damaged i n an amount to be determined at trial, but i n no event less than Thirteen M i l l i o n
Dollars ($13,000,000.00).

F I F T H C A U S E OF ACTION
(Accounting)
78.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-77 o f the Petition,
as i f fully set forth herein.
79.
Cash Money has continuously failed and refused to account or has provided inaccurate
and incomplete accountings to Plaintiffs for the exploitation o f Carter's recordings and the
Young Money Label's recordings.
80.
Upon a fair and accurate accounting by Cash Money to Plaintiffs, substantial sums o f
money w i l l be found to be due to Plaintiffs.
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81.
Prior to the commencement o f this action, Plaintiffs duly demanded o f Cash Money an
accounting o f such moneys belonging to Plaintiffs.

However, Cash Money failed, omitted and

refused to render and has never rendered such an accounting or paid such moneys i n full to
Plaintiffs.
82.
Plaintiffs are entitled to specific performance o f this obligation and a fair and accurate
accounting by Cash Money.

S I X T H C A U S E OF A C T I O N
(Anticipatory Breach of Contract)
83.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-82 o f the Petition,
as i f fully set forth herein.
84.
Pursuant to the 2012 Amendment to the 1998 Recording Agreement, Cash Money is to
pay Carter Ten M i l l i o n Dollars ($10,000,000.00) for each solo album that he delivers, with Eight
M i l l i o n Dollars ($8,000,000.00) payable upon the commencement o f the recording o f each
album and T w o M i l l i o n Dollars ($2,000,000.00) payable upon delivery thereof.
85.
Pursuant to the 2003 Label Agreement, as amended, Cash Money is required to make
quarterly overhead payments o f T w o Hundred Thousand Dollars ($200,000.00) for the Young
Money Label and to also maintain an escrow account with a balance o f One M i l l i o n Dollars
($1,000,000.00).
86.
Carter's ability to furnish solo albums is interdependently related upon the payment o f
the monies due to h i m . Similarly, Carter and/or Young Money L L C ' s ability to perform future
obligations under the 2003 Label Agreement, as amended, is interdependent upon receiving
payments for overhead costs so that the Young Money Label may continue to function.

17

87.
B y failing to pay Carter the monies due to h i m for the recording and delivery o f the solo
album "Tha Carter V " , Cash Money has overtly, positively, and unequivocally communicated
that it has repudiated its future obligations with regard to the 1998 Recording Agreement, as
amended. Based upon the foregoing, Carter's future obligations to perform pursuant to the 1998
Recording Agreement, as amended, would be fruitless and should be deemed terminated.

See,

Fertel v. Brooks, 832 So. 2d 297, 305 (La. App. 4 Cir. Oct. 2, 2002).
88.
B y failing to make overhead payments, failing to maintain an escrow account for the
Young Money Label, failing to pay necessary third parties, and b y failing to accept artists that
Carter submits to j o i n the Young Money Label, Cash Money has overtly, positively, and
unequivocally communicated that it has repudiated its future obligations w i t h regard to the 2003
Label Agreement, as amended. Based upon the foregoing, Carter/Young Money L L C ' s future
obligation to perform pursuant to the 2003 Label Agreement, as amended, would be fruitless and
should be deemed terminated.
89.
B y virtue o f the above, Plaintiffs have been damaged i n an amount to be determined at
trial, but not less than Twenty-Five M i l l i o n Dollars ($25,000,000.00).

S E V E N T H C A U S E OF ACTION
(Declaratory Judgment)
90.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-89 o f the Petition,
as i f fully set forth herein.
91.
Pursuant to the 2003 Label Agreement, as amended, Carter and/or Young Money L L C is
the joint owner and copyright claimant, along with Cash Money, o f all the Young Money Label
recordings.

18

92.
Pursuant to the 1998 Recording Agreement, as amended, Carter is the joint owner o f the
all recordings delivered to Cash Money during the fourth and fifth option periods o f the
agreements. Accordingly, Carter is the co-owner o f the recordings and copyrights constituting
the album " I A m Not a Human Being I I " and "Tha Carter V . "
93.
Cash Money has failed to register Carter as the joint owner o f the copyright o f the album
" I A m Not a Human Being I I " and has failed to register Carter and/or Young Money L L C as the
joint owner o f any o f the Young Money Label recordings.
94.
There is now an actual, genuine and justiciable controversy between the parties that can
only be resolved by declaratory relief. I n accordance with Louisiana Code o f C i v i l Procedure
Article 1872, Plaintiff is entitled to a declaration that (i) pursuant to the 2003 Label Agreement,
as amended, Carter and/or Young Money L L C has a 49% ownership i n all the Young Money
Label recordings and jointly owns the copyright o f all such recordings with Cash Money; and ( i i )
that Carter is the co-owner o f all the recordings delivered under the fourth and fifth option
periods o f the 1998 Recording Agreement, as amended, including, but not limited to the
recordings constituting the album " I A m Not a Human Being I I " and "Tha Carter V . "

EIGHTH CAUSE OF ACTION


(CONVERSION)
95.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1 -94 o f the Petition,
as i f fully set forth herein.
96.
This cause o f action arises under Louisiana C i v i l Code Article 2315 and is grounded on
the Defendant's unlawful interference with Plaintiffs' ownership o f certain intellectual property.
See, DualDrillim

Co. v. Mills Equip. Invs.. 721 So. 2d 853, 857 (La. Dec. 1. 1998).

19

97.
Pursuant to the 2003 Label Agreement, as amended, Carter and/or Young Money L L C is
the joint owner and copyright claimant, along w i t h Cash Money, o f all the Young Money Label
recordings.
98.
Pursuant to the 1998 Recording Agreement, as amended, Carter is the joint owner o f all
recordings delivered to Cash Money during the fourth and fifth option periods o f the agreements.
Accordingly, Carter is the co-owner o f the recordings and copyrights constituting the album " I
A m Not a Human Being I I " and "Tha Carter V . "
99.
B y failing to register Plaintiffs as copyright owners o f the above-mentioned recordings,
Cash Money has interfered with and exercised unauthorized dominion over Plaintiffs' property,
in derogation o f Plaintiffs' rights.
100.
B y virtue o f the foregoing, Plaintiffs have been damaged i n an amount to be determined
at trial.

NINTH CAUSE OF ACTION

101.
Plaintiffs repeat and reallege the allegations contained i n Paragraphs 1-100 o f the
Petition, as i f fully set forth herein.
102.
The Young Money Label joint venture, which is set to end on June 4, 2015, falls within
the concept o f a specific business undertaking resulting from the demonstrated intent o f two
or more persons to combine their efforts to carry out a single business venture for joint profit
as described i n Louisiana C i v i l Code Article 2801 et seq. governing the creation and formation
o f partnerships.
103.
Although joint ventures are analogous to partnerships and are largely governed b y rules
20

applicable to partnerships, there are no specific codal provisions addressing legal remedies
available to Plaintiffs under the instant circumstances where Cash Money is causing irreparable
injury to the joint venture by committing acts o f fraud, breaches o f fiduciary duty, breaches o f
duty o f loyalty, refusing to allow Plaintiffs complete access to the operation o f the business,
refusing to render timely and proper accountings, and refusing to pay royalties and profits to
Young Money L L C .
104.
The provisions o f Louisiana Revised Statute 12:1-748, however, address circumstances
such as this i n the context o f corporations and provide that after a full hearing, a court may
appoint a receiver i n a proceeding by a shareholder where the shareholder establishes that
either: (1) the directors are deadlocked i n the management o f the corporate affairs, the
shareholders are unable to break the deadlock and irreparable injury to the corporation is
threatened or being suffered; or (2) the directors or those i n control o f the corporation are acting
fraudulently and irreparable injury to the corporation is threatened or being suffered.
105.
Further, this Honorable Court may issue injunctions, appoint a temporary receiver w i t h
all the powers and duties the court directs, take other action to preserve the corporate assets
wherever located, and carry on the business o f the corporation until a full hearing is held. Id.
106.
In the alternative, Louisiana Civil Code Article 2826 provides that (among other causes)
a partnership terminates upon a judgment o f termination or the impossibility o f attainment o f
the object o f the partnership.

Unless there is an agreement to the contrary, a partnership is

liquidated in the same manner and according to the same rules that govern liquidation o f a
corporation. L A C I V . C O D E A R T . 2834.
107.
To that end, Louisiana Revised Statute 12:1-1431 likewise provides that a shareholder i n
a proceeding brought to dissolve a corporation or continue a dissolution under court supervision
may appoint a receiver or liquidator with all powers and duties the court directs, take other
21

action required to preserve the corporate assets wherever located and carry on the business o f
the corporation until a full hearing can be held.

108.

In this particular case, i t is i n the best interest o f the parties that either a temporary
receiver be appointed to supervise the operations o f the Young Money Label joint venture, or
in the alternative, the joint venture be terminated and a liquidator appointed for the following
reasons, to w i t : the joint venture is set to end on June 4, 2015, Cash Money has failed to
properly account to Plaintiffs, failed to pay third parties for the Young Money Label's
operations, failed to maintain operating funds for the Young Money Label, refused Plaintiffs'
demands to audit the books and records relating to the Young Money Label, prevented
Plaintiffs from fulfilling their obligations under the 2003 Label Agreement, as amended,
breached their fiduciary duty to Plaintiffs, wasted the assets o f the Young Money Label, and
commingled the Young Money Label's funds with Cash Money's funds all o f which is causing
irreparable harm to Plaintiffs and the Young Money Label.
109.
These acts o f wrongdoing by Cash Money are verified b y the affidavits o f Ronald E.
Sweeney, Cortez Bryant, and Dwayne Michael Carter, Jr. attached hereto as Exhibits A - C ,
respectively.
110.

In light o f the foregoing factual allegations and the legal grounds for the appointment o f a
receiver or liquidator, the Plaintiffs request this Honorable Court, pending a Rule to Show
Cause Hearing, appoint a temporary receiver or temporary liquidator, qualified under the law
and suitable to this Honorable Court, and issue a preliminary injunction prohibiting, enjoining,
and preventing the named Defendant, Cash Money Records, Inc., and its officers, agents,
servants, employees and attorneys, and those persons i n active concert or participation with
them, from further violations o f the joint venture agreement and the amendments thereto and
causing for the cease and desist o f activities that would be associated with operations except as

22

authorized by the temporary receiver or liquidator.


111.

Absent the issuance o f these extraordinary remedies by this Honorable Court, Plaintiffs
w i l l be exposed to ongoing losses o f rights or interests i n assets, royalties and profits which
shall cause irreparable harm to Plaintiffs, and the Young Money Label. Although the law does
not require a showing o f exigency as a precondition to the appointment o f a temporary receiver
or a temporary liquidator, the immediate appointment o f a temporary liquidator or a temporary
receiver and issuance o f the requested preliminary injunction is nonetheless warranted because
o f the impending end o f the Young Money Label joint venture on June 4, 2015 and the need to
protect the assets o f Young Money Label prior to the termination o f the joint venture.
Consequently, as is demonstrated by the foregoing facts, it is i n the best interest o f the Young
Money Label, Plaintiffs and the creditors o f Young Money Label that this matter be taken up
without delay; that named Defendant Cash Money Records, Inc. be issued a Rule to Show
Cause why a preliminary injunction should not be issued by this Honorable Court w i t h minimal
bond from Plaintiffs; that named Defendant Cash Money Records, Inc. be issued a Rule to
Show Cause why a temporary liquidator or a temporary receiver should not be appointed by
this Honorable Court and that, after trial on the merits, a permanent injunction be issued and a
permanent liquidator or permanent receiver be appointed.

PRAYER FOR R E L I E F
WHEREFORE, Plaintiffs pray that Defendant be duly cited to answer this Petition, and
that after all due proceedings are had i n connection herewith that there be judgment i n their favor
against the Defendant for all damages allowable by law i n each cause o f action as follows:
A.

On the First Cause o f Action, for a monetary judgment against Defendant for all

damages sustained by Carter as result o f Defendant's breaches o f obligations and for all damages
pursuant to Louisiana C i v i l Code Article 1997 i n an amount to be determined at trial, but i n no
event less than Eight M i l l i o n Dollars ($8,000,000.00) with interest at the statutory rate from the
date o f Defendant's breaches;

23

B.

On the Second Cause o f Action, for a monetary judgment against Defendant for

all damages sustained by Carter/Young Money L L C as result o f Defendant's breaches o f


obligations and for all damages pursuant to Louisiana C i v i l Code Article 1997 i n an amount to
be determined at trial w i t h interest at the statutory rate from the date o f Defendant's breaches;
C.

On the Third Cause o f Action, for a monetary judgment against Defendant for all

damages sustained b y Plaintiffs as result o f Defendant's breaches o f fiduciary duty pursuant to


Louisiana C i v i l Code Article 2808-2810 i n an amount to be determined at trial w i t h interest at
the statutory rate from the date o f Defendant's breaches;
D.

On the Fourth Cause o f Action, for a monetary judgment against Defendant for all

damages sustained b y Plaintiffs as result o f Defendant's unjust enrichment pursuant

to

Louisiana C i v i l Code Articles 1757 and 2298 i n an amount to be determined at trial, but i n no
event less than Thirteen M i l l i o n Dollars ($13,000,000.00) with interest at the statutory rate from
the date o f Defendant's breaches;
E.

On the Fifth Cause o f Action, a judgment requiring Defendant to render

accountings to Carter and Carter/Young Money;


F.

On the Sixth Cause o f Action, for a monetary judgment against Defendant for all

damages sustained b y Plaintiffs as result o f Defendant's anticipatory breaches o f contract i n an


amount to be determined at trial, but i n no event less than Twenty-Five M i l l i o n Dollars
($25,000,000.00) with interest at the statutory rate from the date o f Defendant's breaches;
G.

On the Seventh Cause o f Action, for a declaratory judgment i n accordance with

Louisiana Code o f C i v i l Procedure Article 1872 determining that Carter is the joint copyright
owner o f the recordings delivered for the fourth and fifth option periods o f the 1998 Recording
Agreement, as amended, and that Carter and/or Young Money L L C are/is the joint copyright
owner o f all o f the Young Money Label recordings;
H.

On the Eighth Cause o f Action, for a monetary judgment against Defendant i n an

amount to be determined at trial with interest at the statutory rate from the date o f Cash Money's
conversion; and
I.

On the Ninth Cause o f Action, that after a Rule to Show Cause and upon the

furnishing o f security i n an amount fixed by this Honorable Court, a preliminary injunction be


24

issued, a temporary receiver or a temporary liquidator be appointed, that the

formal

appointment o f judicial receiver or liquidator be confirmed, that permanent injunction be issued


and that orders o f liquidation and dissolution follow i n due course o f these proceedings.
J.

Granting Plaintiffs such other and further relief as this Court deems just and

proper including the attorney's fees and costs o f this action.


WHEREFORE, Plaintiffs, Dwayne Michael Carter, Jr. and Young Money Entertainment,
L L C pray for trial by j u r y on their damage claims.

Dated: New Orleans, Louisiana


May 29, 2015
Respectfully submitted:
PROVOSTY & GANKENDORFF, L L C

C H R I S T O P H E B E L A S Z A P A R Y (Bar # 25890)
E D G A R D. G A N K E N D O R F F (Bar #20550)
K E E L I E M. B R O O M (Bar# #33032)
650 Poydras Street, Suite 2700
New Orleans, Louisiana 70130
Telephone: (504)410-2795
Facsimile: (504)410-2796

Attorneys for Plaintiffs


Young Money Entertainment, L L C and
Dwayne Michael Carter, Jr.

PLEASE SERVE:
Cash Money Records, Inc.
c/o Daniel Davillier, Esq
1010 Common Street, Suite 2510
New Orleans, L A 70112
Long Arm Statute
Cash Money Records, Inc.
c/o Alan R. Friedman
Fox Rothschild, L.L.P.
100 Park Avenue
Suite 1500
New York, N Y 10017

25

VERIFICATION

STATE OF Lulf^mt^
C O U N T Y OF

)
) ss.:

l*iA*,Us )

R O N A L D E. SWEENEY, being duly sworn, deposes and says:


I am an agent of the Plaintiffs in the action herein. I have read the foregoing Verified
Petition, know the contents thereof and the same are true to my knowledge, except as to those
matters therein which are stated to be alleged on information and belief, and as to those matters I
believe them to be true.

Ronald E. Sweeney.

Sworn to before me this


^ d a v of May 2015

KAMBIZ TANGESTANIFARt
Commission # 2042963
t
Notary Public - California
1
Los Angeles County
My Comm. Expires Sep 26.2017t

25

CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS


STATE OF LOUISIANA
DIVISION

NO

YOUNG MONEY ENTERTAINMENT, LLC and DWAYNE MICHAEL CARTER, JR.


VERSUS
CASH MONEY RECORDS, INC.
FILED:

DEPUTY CLERK
RULE TO SHOW CAUSE ON PLAINTIFFS' PETITION FOR PRELIMINARY
INJUNCTION AND APPOINTMENT OF A TEMPORARY RECEIVER OR
LIQUIDATOR
CONSIDERING Plaintiffs, Dwayne Michael Carter, Jr. and Young Money

Entertainment, LLC's Verified Petition and supporting Affidavits:


IT IS ORDERED that Defendant, Cash Money Records, Inc., show cause on

day

a) a Preliminary Injunction should not be issued herein prohibiting, enjoining, and


preventing the named Defendant, Cash Money Records, Inc., and its officers, agents,
servants, employees and attorneys, and those persons in active concert or participation
with them, from violating the joint venture agreement of the Young Money Label and the
amendments thereto and from carrying on activities that would be associated with
operations of the Young Money Label; and
b) a temporary receiver or temporary liquidator should not be appointed herein with all the
powers and duties this Honorable Court directs, to take actions to preserve the joint
venture assets wherever located, and carry on the business of the Young Money Label
joint venture.
IT IS FURTHER ORDERED that the application in this matter is to be heard upon the
verified pleadings and/or supporting affidavits and a copy of this Order shall be served upon
Defendant Cash Money Records, Inc. in conformity with La C.C.P. Article 3309.
IT IS FURTHER ORDERED that the applicants for theja^irrfin^yrmjunction and
appointment of temporary liquidator or tempo;

iceiyer .e

ir &ffid;

tpport of the

Cash Money Records, Inc.


c/o Daniel Davillier, Esq
1010 Common Street, Suite 2510
New Orleans, LA 70112
Long Arm Statute
Cash Money Records, Inc.
c/o Alan R. Friedman
Fox Rothschild, L.L.P.
100 Park Avenue
Suite 1500
New York, NY 10017

V
28

U is

CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS


STATE OF LOUISIANA
NO. 2015-5166

DIVISION A

SECTION 15

YOUNG MONEY ENTERTAINMENT, LLC ET AL


VERSUS
CASH MONEY RECORDS, INC.
FILED:

DEPUTY CLERK
ORDER

This matter will come before the Court for hearing on the 9 day of June, 2015 at 10:00
a.m. in Division A on an application for injunctive relief.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the application shall
be heard upon the verified pleadings and/or supporting affidavits. A copy of this order shall be
served upon defendants in conformity with La. Code Civ. Proc. Art. 3609.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the applicant for
the preliminary injunction file and deliver to chambers their affidavits no later than Friday, June 5,
2015 at 12:00 p.m., and that the defendant in rule file and deliver to chambers their affidavits no
later than Monday, June 8,2015 at 12:00 p.m.
NEW ORLEANS, LOUISIANA this 29 m day of May 2015

CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS -


STATE OF LOUISIANA

NO. Q.OI$~

5lb(*

DIVISION "

YOUNG MONEY ENTERTAINMENT, LLC and DWAYNE MICHAEL CARTER, JR.


VERSUS
CASH MONEY RECORDS, INC.
FILED:

DEPUTY CLERK
AFFIDAVIT OF RONALD E. SWEENEY

STATE OF NEW YORK

)
) ss.:

COUNTY OF NEW YORK )


RONALD E. SWEENEY, known to me to be a person whose name is subscribed hereto,
being duly sworn deposes and says:
1.

I am an attorney for Plaintiffs YOUNG MONEY ENTERTAINMENT, LLC

("Young Money LLC"), and DWAYNE MICHAEL CARTER, JR. ("Carter") p/k/a "Lil Wayne"
and am fully familiar with all the facts and circumstances set forth herein.
2.

I make this Affidavit in support of Plaintiffs' Petition for injunctive relief and for

the appointment of a receiver or liquidator to protect Plaintiffs' interest in a joint venture with
Defendant, CASH MONEY RECORDS, INC. ("Cash Money"), hereinafter referred to as the
"Young Money Label", which is set to end by its own terms on June 4, 2015.
3.

I have represented Carter and Young Money LLC in a transactional capacity since

2005 and have been intimately involved with Plaintiffs' relationship with Cash Money since that
time.
THE PARTIES
4.

Plaintiff, Dwayne Michael Carter, p/k/a "Lil Wayne" ("Carter") is an individual

with a principal residence in the State of Florida. As more particularly described in Carter's

accompanying affidavit, he has been for two decades an iconic hip-hop recording artist,
songwriter and performer.
5.

Plaintiff, Young Money LLC, is a limited liability company organized under the

laws of the State of Delaware with a principal place of business in Miami, Florida. Carter is the
sole member of Young Money LLC and holds Carter's interests in the joint venture, Young
Money, with Defendant, Cash Money. Carter transferred his interest in the Young Money Label
to Young Money LLC in the mid-2000s.
6.

Upon information and belief Defendant, Cash Money, is a Louisiana corporation

with its principal place of business in the State of Florida. Cash Money has for over twenty (20)
years been engaged in the production of recordings embodying the performances of various hip
hop artists, including the Plaintiff, Carter.
7.

Cash Money was founded by brothers Bryan Williams ("B. Williams") and

Ronald Williams ("R. Williams") in or around 1991.


8.

Upon information and belief, B. Williams, p/k/a "Birdman" is the co-CEO of

Cash Money with R. Williams and is also a hip-hop artist.


9.

Upon information and belief, R. Williams, is the co-CEO of Cash Money with B.

Williams.
10.

The Young Money Label is a joint venture between Cash Money and Carter

which began in 2003. The Young Money Label has been engaged in the production of
recordings embodying the performance of artists signed to the Young Money Label through the
efforts of Carter, with Cash Money having the financial responsibilities relating to the joint
venture.

FACTUAL BACKGROUND
11.

On November 1,1998, Carter and Cash Money entered into a written recording

agreement pursuant to which Carter agreed, inter alia, to provide exclusive recording services to
Cash Money (the "1998 Recording Agreement") (A copy of the 1998 Recording Agreement is
annexed hereto as Exhibit "A"). Pursuant to the 1998 Recording Agreement, Cash Money
2

agreed, inter alia, to render accountings and pay royalties to Carter on or before September 30
with respect to the semi-annual period ending June 30 and on or before March 31 for the semiannual period ending December 31 with respect to the sales by Cash Money of recordings
delivered by Carter thereunder. The 1998 Recording Agreement contains various provisions
relating to royalties and advances payable to Carter, product delivery obligations, Carter's rights
of audit and option periods to extend the term thereof.
12.

On or about February 20, 2003, Carter and Cash Money entered into a self-styled

"Memorandum of Agreement" (the "2003 Label Agreement") for the creation of the Young
Money Label joint venture for the common purpose of the manufacture, distribution, promotion
and exploitation of recordings containing the performances of new recording artists who would
be signed to the Young Money Label following approval by Carter and Cash Money, the sole
owners of the joint venture. (A copy of the 2003 Label Agreement is annexed hereto as Exhibit
"B").
13.

The 2003 Label Agreement provided that, inter alia, after the deduction of

distribution fees and costs, the profits of the Young Money Label would be divided 51%-49%
between Cash Money and Carter and ownership of all the Young Money Label property, (e.g.,
company recordings, copyrights, intellectual property, good will) would be similarly owned,
51%-49% between Cash Money and Carter, respectively.
14.

The 2003 Label Agreement also provided that the Young Money Label would use

the same manufacturer and the same distributer, Universal Music Group, Inc. ("Universal"), that
Cash Money uses for its own recordings (i.e., non-Young Money Label recordings). Cash
Money and Carter agreed that the Young Money Label would be charged the same net
distribution fee by Universal in respect of the Young Money Label recordings as Cash Money
was charged by Universal for Cash Money's own recordings.
15.

Essentially, the purpose of the Young Money Label was to use Carter's success

and influence within the industry to attract and discover talent to sign with the Young Money
Label. Carter would provide the creative and musical talent while Cash Money would provide
the financial backing for the Young Money Label.
3

16.

Subsequent to the execution of the 1998 Recording Agreement and the 2003

Label Agreement, various disputes arose between Cash Money and Carter. These disputes
involved issues between Carter and Cash Money relating to (i) recordings by Carter pursuant to
the 1998 Recording Agreement and (ii) Carter's interest in the Young Money Label joint
venture. These disputes resulted in a series of settlement agreements and amendments between
Carter and Cash Money.
17.

The first of these was an agreement, dated January 20,2005 (the "2005

Settlement Agreement") (A copy of the 2005 Settlement Agreement is annexed hereto as Exhibit
"C"). The 2005 Settlement Agreement amended the 1998 Recording Agreement by, inter alia,
extending the number of option periods during which Carter would be obligated to provide
recordings embodying his individual recorded performances to Cash Money, fixing recording
costs and amending royalty rates payable to Carter. The terms of the 1998 Recording Agreement
not expressly amended by the 2005 Settlement Agreement remained in full force and effect.
18.

The 2005 Settlement Agreement also amended the 2003 Label Agreement by,

inter alia, extending the term thereof, amending the Young Money Label's service fee and
providing Carter with an advance against profits earned by the Young Money Label.
19.

By an agreement, dated July 24, 2006 (the "2006 Amendment"), between Carter

and Cash Money, the parties further amended the 1998 Recording Agreement and 2005
Settlement Agreement by, inter alia, providing Carter with additional advances against royalties
generated in respect of Carter's solo albums and by obligating Carter to perform on and deliver
to Cash Money two duet albums (A copy of the 2006 Amendment is annexed hereto as Exhibit
"D"). The 2006 Amendment did not make any amendments to Carter's or Cash Money's rights
or obligations with respect to the Young Money Label.
20.

By agreement, dated June 5,2008 (the "2008 Amendment"), Carter and Cash

Money again amended their prior agreements and amendments. (A copy of the 2008 Amendment
is annexed hereto as Exhibit "E"). With respect to the 1998 Recording Agreement, as amended,
relating to Carter's individual recordings, the 2008 Amendment, inter alia, amended Carter's
album delivery requirement to Cash Money. More specifically, Carter and Cash Money agreed
that the album, "Tha Carter III", would fulfill Carter's delivery requirements for the first option
4

period of the 1998 Recording Agreement, as amended, and that Carter's future recording
obligation to Cash Money, with option periods, would be four (4) solo albums and a second duet
album.
21.

The 2008 Amendment also provided that Carter and Cash Money would jointly

own the master recordings delivered by Carter with respect to the albums delivered during the
"fourth" and "fifth" option periods of the 1998 Recording Agreement, as amended.
22.

The 2008 Amendment also amended Carter's and Cash Money's agreements

relating to the Young Money Label and extended the term of the their joint venture for five
years. The 2008 Amendment further provided that Carter would be paid additional advances
against profits for his work with the Young Money Label and that Cash Money would provide
certain payments to the joint venture for overhead costs of the Young Money Label. Cash
Money further agreed to maintain a One Million Dollar ($1,000,000.00) escrow account to fund
overhead payments and recording funds for the Young Money Label.
23.

In the 2008 Amendment, Cash Money also agreed that the net profits due to

Carter pursuant to the 2003 Label Agreement, as amended, could not be cross-collateralized
against any monies that were unrecouped by Cash Money under the 1998 Recording Agreement,
as amended.
24.

Moreover, the 2008 Amendment provided that Cash Money would provide to

Carter the monthly accountings rendered by Universal, the Young Money Label's distributor,
reflecting, inter alia, the sales of and other income derived from the Young Money Label's
recordings.
25.

After the execution of the 2003 Label Agreement, Carter assigned all of his rights

and interests, including any right to receive accountings and payment, in the Young Money
Label to Carter's wholly owned furnishing company, Young Money LLC.
26.

During the term of the 2003 Label Agreement, as amended, the Young Money

Label signed the recording artist p/k/a "Drake". By virtue of a letter agreement, dated June 26,
2009 (the "2009 Drake Letter Agreement"), Young Money LLC and Cash Money agreed that
Young Money LLC's share of the net profits earned in connection with any solo recordings
released by Drake would not be cross collateralized against any advances or other payments paid
5

to Young Money LLC, or Carter as its predecessor in interest, by Cash Money, pursuant to the
2003 Label Agreement, as amended. Cash Money and Young Money LLC further agreed that
Young Money LLC would be entitled to one third of the net profits earned by the Young Money
Label in connection with recordings of Drake released by the Young Money Label.
27.

The 2009 Drake Letter Agreement also provided that Cash Money would account

and pay net profits to Young Money LLC and Aspire Records, on behalf of Drake, on a monthly
basis. (A copy of the 2009 Drake Letter Agreement is annexed hereto as Exhibit "F").
28.

By an agreement, dated September 14,2010, (the "2010 Amendment"), the

parties further amended the 1998 Recording Agreement and the 2003 Label Agreement, as
previously amended. However, the amendments made are not relevant to the events herein.
29.

By an agreement, dated April 5, 2012 (the "2012 Amendment"), Carter and Cash

Money further amended the 1998 Recording Agreement and the 2003 Label Agreements, as
previously amended. With regard to Carter's recording agreements, the 2012 Amendment
provided that Carter would grant Cash Money two (2) additional option periods and that his total
remaining recording obligation to Cash Money would be four (4) solo albums and an additional
duet album. (A copy of the 2012 Amendment is annexed hereto as Exhibit "G").
30.

Pursuant to the 2012 Amendment, Cash Money agreed to pay Carter an advance

of Ten Million Dollars ($10,000,000.00) per solo album, with Eight Million Dollars
($8,000,000.00) to be paid upon the commencement of the recording of each solo album and the
remaining Two Million Dollars ($2,000,000.00) to be paid upon delivery of such album to Cash
Money. Cash Money also agreed to pay Carter fifty-percent (50%) of its net receipts with regard
to Carter's solo albums.
31.

The 2012 Amendment further amended Cash Money's accounting obligation to

Carter and provided that Cash Money would account to Carter on a monthly basis for 49% of the
Young Money Label's profits, at the same time and in the same manner as Cash Money's
distributor, Universal accounted to Cash Money. Cash Money further agreed that Carter's record
royalty account would be deemed recouped upon the commencement of the sixth option period.
32.

With regard to the Young Money Label, the 2012 Amendment extended the term

of the 2003 Label Agreement until June 4,2015. Carter/Young Money LLC received an
6

advance as against the Young Money Label's net receipts. Cash Money also agreed to provide
quarterly overhead payments of Two Hundred Thousand Dollar ($200,000.00) to the Young
Money Label.
33.

The 2012 Amendment also acknowledged that the copyrights in respect of all

master recordings delivered under the 2003 Label Agreement would be registered as jointly
owned by Cash Money and Young Money LLC. Finally, any single marketing expense by Cash
Money on behalf of the Young Money Label that cost over Three Hundred Thousand
($300,000.00) Dollars could not be recouped against the Young Money Label unless previously
approved in writing by myself or another approved Young Money representative.
IN SUPPORT OF THE PETITION
34.

For approximately the past four (4) years, numerous issues and disputes have

arisen between Cash Money and Carter, as a solo recording artist and with respect to Carter's
and/or Young Money LLC's interest in the Young Money Label. As will be shown herein, the
necessity of a receiver or liquidator cannot be overstated as the term of the Young Money Label
is set to end on June 4, 2015. Moreover, although not required for showing the necessity of a
receiver or liquidator in this action, Cash Money's actions in relationship to Carter as a solo
recording artist are relevant as they highlight and reinforce Carter's and/or Young Money LLC's
firm belief that a receiver or liquidator is necessary for the Young Money Label and will also be
discussed below.
3 5.

Beginning at the latest in 2013, Cash Money failed to provide proper monthly

accountings to Carter and/or Young Money LLC, as required for the Young Money Label, and
failed to make timely accounting and/or payments of net profits due to Carter and/or Young
Money LLC pursuant the 2003 Label Agreement, as amended. In addition, Cash Money failed
to make the required overhead payments of Two Hundred Thousand ($200,000.00) per calendar
quarter to the Young Money Label and also failed to maintain the escrow account funded with
One Million Dollars ($1,000,000.00) for overhead payments for the Young Money Label.
36.

Based upon its failures to properly fund the Young Money Label, Cash Money

also failed to pay various producers, engineers, and other professionals that are necessary to
7

record studio albums for the Young Money Label's recording artists. As a result of such failures,
numerous claims have been asserted against the Young Money Label and/or Cash Money.
37.

With regard to accountings, the last accounting statement that the Young Money

Label received from Cash Money was in February, 2014. However, the Young Money Label did
not receive accountings for many periods before such accounting and the accounting rendered in
February, 2014 was incomplete and improper. The accounting only provided for sales and
provided no back-up for purported costs and other categories of expenses. For example, Cash
Money claimed Thirty-Two Million ($32,000,000.00) Dollars in marketing expenses, yet failed
to provide a single shred of documentation evidencing such expenses.
38.

With regard to accountings relating to Drake, one of the most popular artists in

recent years, the last accounting the Young Money Label received was for the period April 30,
2011. Such a failure by Cash Money to account to its partner is unconscionable.
39.

Plaintiffs have made numerous demands for accountings and audits of Cash

Money's books and records but such demands have been refused by Cash Money.
40.

More importantly, upon information and belief, Cash Money received

approximately One Hundred Million ($100,000,000.00) Dollars as an advance (the "Universal


Advance") from Cash Money's distributor, Universal, sometime in 2012. Despite the fact that
much of that money was received based upon the popularity of the Young Money Label's artists,
Cash Money has never disclosed the actual amount it received from Universal nor any terms of
that deal to its joint venture partner.
41.

Moreover, upon information and belief, Cash Money has, in violation of its

fiduciary duty to its partner, commingled funds from the Universal Advance and other prior
advances and used portions of that advance to pay Cash Money artists and/or expenses, when
such monies should have been used for the Young Money Label.
42.

Along with failing to account to its partner, Cash Money has not been paying

producers, engineers and other fees necessary to operate a record label. My office, on behalf of
the Young Money Label, has received dozens of breach letters over the past year and a half
because of Cash Money's failure to pay third parties. Below are some examples of the numerous
breach claims my office has received.
8

43.

Annexed hereto as Exhibit "H" is a letter, dated April 25, 2014 from Artist

Royalty Service to the Young Money Label and Cash Money regarding Cash Money's failure to
account to and pay numerous producers and publishers on various Young Money Label
recordings.
44.

Annexed hereto as Exhibit "I" is a letter, dated June 16, 2014, from Sony Music

Entertainment to the Young Money Label and Cash Money regarding Cash Money and the
Young Money's label purported breaches of sample license agreements. Cash Money, pursuant
to the 2003 Label Agreement, was required to pay for such samples.
45.

Annexed hereto as Exhibit "J" is a letter, dated June 30, 2014, from Frozen

Moments LLC to the Young Money Label and Cash Money regarding Cash Money's failure to
properly account and pay royalties to Drake.
46.

Annexed hereto as Exhibit "K" is a letter, dated July 3, 2014, from B.I.G.F.A.C.E.

Entertainment to the Young Money Label and Cash Money regarding Cash Money's failure to
account to and pay a producer on two Young Money Label master recordings.
47.

Annexed hereto as Exhibit "L" is a claim letter, dated March 4, 2015, from the

Young Money Label artist Michael Stevenson p/k/a "Tyga" regarding Cash Money's failure to
adhere to the payment agreement for recording costs.
48.

Recently, my office, on behalf of the Young Money Label, received a letter, dated

April 15, 2015, from the attorneys for the recording artist professionally known as "Nicki
Minaj." The letter claims that numerous, if not all, of the producers for Nicki Minaj's recordings
have not been properly accounted to and paid by the Young Money Label. Once again, pursuant
to the 2003 Label Agreement, as amended, Cash Money is required to render accountings and
pay producers. The letter also enclosed numerous breach letters from the various producers that
had not been paid. (A copy of the April 15, 2015 letter, with attachments, is annexed hereto as
Exhibit "M").
49.

My office also received another letter, dated April 22,2015 from Kasz Money,

Inc. regarding the Young Money Label's failure to pay other producers for Nicki Minaj's
recordings. Once again, pursuant to the 2003 Label Agreement, as amended, Cash Money is
required to pay such producers.
9

50.

Cash Money has also been sued, along with the Young Money Label in some

instances, for failure to account to and pay royalties by numerous parties in connection Young
Money Label artists. Some cases include: MFMNG Productions, LLC v. Cash Money, et al, 15cv-02948, (S.D.N.Y. April 15,2015) (failure by Cash Money to pay sample license fees); The
Soundkillers, LLC v. Cash Money, et al, 14-cv-07980 (S.D.N.Y. October 2, 2014) (failure to pay
third party producers); Prince et al v. Cash Money Records, 14-cv-23057 (S.D. Fla. August 19,
2014) (failure to account and pay royalties to Drake's management).1
51.

These failures by Cash Money to properly account and pay producers, licensors,

artists, and other third parties are material breaches of the 2003 Label Agreement, as amended.
Such actions have had a significant negative impact on both the Young Money Label and Carter,
as an individual, as it impacts their reputations within the industry.
52.

Moreover, the very purpose of the joint venture was for Cash Money to provide

the financial resources and for Carter to use his status as a wildly popular and successful
recording artist to attract talent to the Young Money Label. Now that third parties know that
Cash Money will not pay them, the Young Money Label can no longer attract top talent.
53.

Such a situation recently transpired with regard to the recording artist

professionally known as "Chanel West Coast", who the Young Money Label attempted to sign,
but Cash Money unreasonably refused to sign off upon. Essentially, Cash Money has prevented
Carter from performing his obligations pursuant to the 2003 Label Agreement, as amended.
54.

Cash Money has also made other bad faith actions with regard to the Young

Money Label. An essential element of the joint venture is that Cash Money and Carter/Young
Money LLC own everything 51% and 49%, respectively. However, Cash Money has failed to
properly register the copyright in the Young Money Label recordings as jointly owned by Cash
Money and Carter/Young Money LLC and instead registered them solely in Cash Money's
name. Such a failure shows a knowing intent to deceive Plaintiffs.
55.

The above-listed actions conclusively show the bad faith actions of Cash Money

as against its partner, Plaintiffs. The actions show clear evidence of: breach of fiduciary duty,
1 Cash Money has also been sued by its own artists and one such case has resulted in a default judgment against
Cash Money. See Virgil v. Cash Money Records, Inc., 15-cv-00365 (E.D. Lou. 2015) (Cash Money artist "Turk"
sued Cash Money for its failure to account and pay royalties).

10

failure to maintain accurate records, failure and refusal to account, refusal of audits, failure to
pay, gross waste and/or misapplication of assets, and preventing Plaintiffs from performing
under the 2003 Label Agreement, as amended.
56.

The damage that has been done to Plaintiffs and potential further damage that

could result from Cash Money's acts cannot be overstated. Reputation and credibility are key in
the music industry and in order to attract top talent and producers, such third parties need to
know that they will be paid.
57.

Finally, although the above actions certainly demonstrate the need for a receiver

or liquidator for the Young Money Label, Cash Money's actions against Carter as an artist
further show Cash Money's bad faith against its business partner.
58.

Not surprisingly, Cash Money has failed to properly account to Carter and pay

royalties and advances to Carter pursuant to the 1998 Recording Agreement and the amendments
thereto.
59.

Despite being obligated to do so, as of the date of this affidavit, Cash Money has

not registered Carter as a co-owner of the sound recordings contained in the album entitled "I
Am Not a Human Being II," which was delivered for the fourth option period. Upon information
and belief, in breach of the 2008 Amendment, Cash Money registered the copyright in such
sound recordings solely in the name of Cash Money.
60.

Carter, as both an individual artist and on behalf of Young Money LLC, as a co-

owner of the Young Money Label, has duly requested to audit the books and records of Cash
Money in respect to the exploitation of Carter's recordings covered by the 1998 Recording
Agreement, as amended, and the recordings released by the Young Money Label pursuant to
2003 Label Agreement, as amended. Cash Money has refused such demands as well as a
demands by Carter and/or Young Money LLC for accountings in respect of the financial
operations of their co-owned joint venture, the Young Money Label.
61.

In early December, 2014, Carter attempted to deliver to Cash Money the sound

recordings comprising the second of the solo albums, entitled "Tha Carter V", provided for by
the 2012 Amendment. Although obligated to pay Carter Eight Million Dollars ($8,000,000.00)
at the commencement of the recording of "Tha Carter V" and Two Million Dollars
11

($2,000,000.00) upon delivery of the album, Cash Money breached the 1998 Recording
Agreement as amended specifically by the 2012 Amendment, by failing to pay Carter the Eight
Million Dollar ($8,000,000.00) payment upon commencement of the recording and paying
Carter only Two Million Dollars ($2,000,000.00) over the course of the recording of "Tha Carter
V". Moreover, Cash Money has refused to pay Carter the Two Million Dollars ($2,000,000.00)
due upon delivery of "Tha Carter V" to Cash Money. Cash Money has refused to pay Carter the
balance of Eight Million Dollars ($8,000,000.00) due Carter in respect of "Tha Carter V",
despite due demand therefore by Carter.
62.

Cash Money has not provided Carter with any contractual or statutory basis for

failing to pay the balance of the advance for "Tha Carter V" and has given no assurances that it
will not similarly refuse to pay Carter the Ten Million Dollar ($10,000,000.00) advances due to
him for the next two (2) albums as required by the 2012 Amendment to the 1998 Recording
Agreement.
63.

Clearly, Cash Money has no intention of paying Carter as a solo artist,

Carter/Young Money LLC as 49% co-owner of the Young Money Label, nor any of the expenses
of the Young Money Label, including fees to artists and third parties. Accordingly, a receiver or
liquidator is necessary to protect Carter/Young Money LLC's interest in the Young Money Label
before it ends on June 4, 2015.
64.

Indeed, with the impending end of the joint venture on June 4, 2015 a receiver or

liquidator is needed to protect assets as Cash Money has shown that it is not a trustworthy
business partner. Many of the Young Money Label's contracts with artists extend beyond the
term of the joint venture, so the appointment of a receiver or liquidator is crucial to protect
Plaintiffs' assets and prevent irreparable injury to the joint venture while the parties' rights going
forward are determined.
65.

The foregoing is true and accurate to the best of my recollection.

12

Thereafter, Affiant says nothing further


Dated this

/tyj

day of

2015.
RONALD E. SWEENEY

Sworn to and Subscribed Before Me, Notary Public,


this y^O day of
2015.
NOTARWUBLIC
My Commission Expires: l/?*/'7

sSfep/'

1N
4 ^

i a B S

KAMBIZ TANGESTANIFAR
Commission # 2042963
Notary Public - California
i
Los Angeles County

My Comm. Expires Sep 26,20171

13

CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS


STATE OF LOUISIANA
DIVISION

NO.

YOUNG MONEY ENTERTAINMENT, LLC and DWAYNE MICHAEL CARTER, JR.


VERSUS
CASH MONEY RECORDS, INC.
FILED:

DEPUTY CLERK
AFFIDAVIT OF CORTEZ BRYANT

STATE OF NEW YORK

)
) ss.:
COUNTY OF NEW YORK )
CORTEZ BRYANT, known to me to be the person whose name is subscribed hereto,
being duly sworn deposes and says:
1.

I am the Chief Operating Officer of YOUNG MONEY ENTERTAINMENT,

LLC ("Young Money LLC"), and the manager for DWAYNE MICHAEL CARTER, JR.
("Carter") p/k/a "Lil Wayne". As such, I am fully familiar with all the facts and circumstances
set forth herein.
2.

I make this Affidavit in support of Plaintiffs' Petition for injunctive relief and for

the appointment of a receiver or liquidator to protect Plaintiffs' interests in Young Money, a joint
venture with Defendant, CASH MONEY RECORDS, INC. ("Cash Money")1 hereinafter
referred to as the "Young Money Label," which is set to expire by its own terms on June 4, 2015.
FACTUAL BACKGROUND
3.

I began working as Carter's manager in 2004. Since that time, I have handled the

day to day operations of the Young Money Label on behalf of Carter and/or Young Money LLC.
4.

Since the late 1990s, Carter p/k/a Lil Wayne has been one of the most successful

hip-hop recording artists in the world. Since he signed with Cash Money as a minor, he has been
Terms of art used herein shall have the meanings ascribed to them in the accompanying ^frljd'ay^ c^qnah
Sweeney (the "Sweeney Affidavit") submitted herewith.
r* . t v

their flagship artist and has sold millions of records for the label. Lil Wayne has also been
nominated for and won multiple Grammy's, Billboard Music Awards, American Music Awards,
among countless other nominations and awards. Overall, Lil Wayne has been and is one of the
most listened to recording artists in the world.
5.

Lil Wayne was and is Cash Money's most successful artist by far and has been

the main reason for much of the Cash Money label's success. Based upon this success, Cash
Money and Carter agreed to found Young Money Label as a joint venture in 2003. Carter's
popularity and success was the catalyst Cash Money could use to recruit artists to the Young
Money Label.
6.

The 2003 Label Agreement was structured to reflect such an arrangement. Carter

was required to find new artists and submit them to the Young Money Label for approval by
Cash Money. Essentially, Cash Money would provide the funding and distribution deal with
Universal for the Young Money Label and Carter would use his popularity and success in the
industry to attract and sign new talent.
7.

Plaintiffs used Carter's status in the industry to attract numerous acts to the

Young Money Label, many of which have been incredibly successful. Carter performed all of
his obligations under the 2003 Label Agreement and signed numerous acts, including top artists
such as Drake, Nicki Minaj, Tyga, Mack Maine, Lil Twist, and Christina Milian. Carter also
signed numerous other successful artists to the Young Money Label.
8.

The Court is respectfully referred to the Sweeney Affidavit, submitted herewith,

for a full recitation of the numerous agreements between Plaintiffs and Cash Money.
9.

As the Chief Operating Officer of the Young Money Label, I have witnessed the

impact of Cash Money's numerous breaches and bad faith actions.

10.

As detailed in the Sweeney Affidavit, numerous claims have been made against

the Young Money Label based upon Cash Money's failure to account to and pay third parties
involved in the creation and promotion of the Young Money Label's artists' music.
11.

Such breaches have had a very negative impact on the Young Money Label and

Carter. Clearly, it is much harder to attract top talent to the Young Money Label when it is
known throughout the industry that Cash Money is not living up to its obligation to pay artists
and third parties on behalf of the Young Money Label.
12.

The very purpose of the joint venture was for Cash Money to provide the financial

resources and for Carter to use his status as a wildly popular and successful recording artist to
attract talent to the Young Money Label. Now that third parties know that Cash Money will not
pay them, the Young Money Label cannot attract top talent.
13.

Cash Money has also failed to properly account to and pay Carter, as an

individual artist, and the Young Money Label. Cash Money has only provided incomplete
accountings that are not up to date and do not provide any back-up for claimed expenses and
other charges.
14.

Cash Money has also refused numerous demands for audits made by Plaintiffs,

effectively freezing out its partner in the joint venture.


15.

Pursuant to the 2003 Label Agreement, as amended, Plaintiffs are to deliver three

albums per year for release by the Young Money Label. Cash Money has prevented Plaintiffs
from fulfilling this obligation by not properly funding the Young Money Label and refusing to
sign talented artists to the label that Carter has attempted to sign.
16.

Such a situation recently transpired with regard to the recording artist

professionally known as "Chanel West Coast", who the Young Money Label attempted to sign,
but Cash Money unreasonably refused to sign off upon.

17.

As detailed more fully in the Sweeney Affidavit, Cash Money's failure to pay

third parties and other actions have resulted in numerous claim letters and lawsuits being filed
against the Young Money Label and Cash Money.
18.

As detailed in the Sweeney Affidavit, upon information and belief, Cash Money

received approximately One Hundred Million ($100,000,000.00) Dollars as an advance (the


"Universal Advance") from Cash Money's distributor, Universal, sometime in 2012. Despite the
fact that much of that money was received based upon the popularity of the Young Money
Label's artists, Cash Money has never disclosed the actual amount it received from Universal nor
any terms of that deal to its joint venture partner.
19.

Moreover, upon information and belief, Cash Money has, in violation of its

fiduciary duty to its partner, commingled funds from the Universal Advance and used portions of
that advance to pay Cash Money artists and/or expenses, when such monies should have been
used for the Young Money Label.
20.

With regard to Carter as a solo artist signed to Cash Money, in early December,

2014, Carter attempted to deliver to Cash Money the sound recordings comprising the second of
the solo albums, entitled "Tha Carter V", provided for by the 2012 Amendment. Although
obligated to pay Carter Eight Million Dollars ($8,000,000.00) at the commencement of the
recording of "Tha Carter V" and Two Million Dollars ($2,000,000.00) upon delivery of the
album, Cash Money breached the 1998 Recording Agreement, as amended, specifically by the
2012 Amendment, by failing to pay Carter the Eight Million Dollar ($8,000,000.00) payment
upon commencement of the recording and paying Carter only Two Million Dollars
($2,000,000.00) over the course of the recording of "Tha Carter V". Moreover, Cash Money has
refused to pay Carter the Two Million Dollars ($2,000,000.00) due upon delivery of "Tha Carter
V" to Cash Money. Cash Money has refused to pay Carter the balance of Eight Million Dollars
($8,000,000.00) due Carter in respect of "Tha Carter V", despite due demand therefore by
Carter.
21.

Cash Money has not provided Carter with any contractual or statutory basis for

failing to pay the balance of the advance for "Tha Carter V" and has given no assurances that it
will not similarly refuse to pay Carter the Ten Million Dollar ($10,000,000.00) advances due to
him for the next two (2) albums as required by the 2012 Amendment to the 1998 Recording
Agreement.
4

22.

The damage that has been done to Plaintiffs and potential further damage that

could result from Cash Money's acts cannot be overstated. Reputation and credibility are key in
the music industry and in order to attract top talent and producers, such third parties need to
know that they will be paid.
23.

More importantly, with the term of the joint venture ending on June 4, 2015 a

receiver is needed to control the dissolution of the Young Money Label as Cash Money has
shown on numerous occasion that it is not a trustworthy business partner and will not act as a
fiduciary toward Plaintiffs.

WHEREFORE, it is respectfully submitted that Plaintiffs' motion should be granted in


all respects together with such other and further relief as. the Court may deem just and proper.

Sworn to before me this 10


day of May 2015
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
I* attached, and not the truthfulness, accuracy, or validity of that document.

Subscribed and sworn to (or affirmed) before me this _

YOUNG MONEY ENTERTAINMENT, LLC,


and DWAYNE MICHAEL CARTER, JR.,
Plaintiffs,

Index No.
AFFIDAVIT OF DWAYNE
MICHAEL CARTER

-againstCASH MONEY RECORDS, INC.,


Defendant.
X
STATE OF

)
) ss.:

COUNTY OF

DWAYNE MICHAEL CARTER, JR., known to me to be a person whose name is


subscribed hereto, being duly sworn deposes and says:
1.

I am the above named-plaintiff DWAYNE MICHAEL CARTER, JR. ("Carter")

p/k/a "Lil Wayne" and I am the sole member of YOUNG MONEY ENTERTAINMENT, LLC
("Young Money LLC"). I am fully familiar with all the facts and circumstances set forth herein.
2.

I make this Affidavit in support of Plaintiffs' Petition for injunctive relief and for

the appointment of a receiver or liquidator to protect Plaintiffs' interest in a joint venture with
Defendant, CASH MONEY RECORDS, INC. ("Cash Money")1 hereinafter referred to as the
"Young Money Label."
FACTUAL BACKGROUND
3.

I joined Cash Money as a solo artist at the age of Nine (9) in 1991 and performed

for various Cash Money groups throughout the 1990s. Then, on November 1, 1998, I entered
into the 1998 Recording Agreement with Cash Money as a solo artist. As detailed in the
Affidavit of Ronald E. Sweeney, the 1998 Recording Agreement was amended and modified
numerous times.
4.

On or about February 20, 2003, I entered into a "Memorandum of Agreement"

(the "2003 Label Agreement") with Cash Money for the creation of the Young Money Label
joint venture for the common purpose of the manufacture, distribution, promotion and
exploitation of recordings containing the performances of new recording artists who would be
signed to the Young Money Label following approval by Carter and Cash Money, the sole
owners of the joint venture.
Terms of art used herein shall have the meanings ascribed to them in the accompanying Affidavit of Ronald E.
Sweeney ("Sweeney Affidavit") submitted herewith.

5.

The 2003 Label Agreement provided that, inter alia, after the deduction of a

distribution fee and costs, the profits of the Young Money Label would be divided 51%-49%
between Cash Money and Carter and ownership of all the Young Money Label property, (e.g.,
company recordings, copyrights, intellectual property, good will) would be similarly owned, 51%49% between Cash Money and Carter, respectively. As detailed in the Affidavit of Ronald E.
Sweeney, the 2003 Label Agreement was amended and modified numerous times.
6.

Under the 2003 Label Agreement, as amended, I was to use my standing within the

music industry to attract new talent and sign them to the Young Money Label. I performed all of my
obligations under the 2003 Label Agreement and signed numerous acts, including top artists like
Drake, Nicki Minaj, Tyga, Mack Maine, and Christina Milian.
7.

I have been successful as a solo artist since I signed the 1998 Recording Agreement

and the Young Money Label was also very successful. However, over the past approximately four
years, numerous issues and disputes have arisen between Cash Money and myself and/or Young
Money, LLC, regarding the Young Money Label and my solo recordings.
8.

For the sake of brevity, the Court is respectfully referred to the Sweeney Affidavit for

a full account of the issues. However, I will address some specifics herein.
9.

Cash Money's failure to account to and pay third parties such as producers,

engineers, and other artists has damaged my reputation in the industry and the credibility of the
Young Money Label. Reputation is key in the industry as it is very competitive and difficult to
attract top talent. Not surprisingly, to attract top talent, those third parties need to know that they will
be properly accounted to and paid for their work.
10.

Cash Money has also prevented me from fulfilling my obligations under the 2003

Label Agreement, as amended. Pursuant to that agreement, I am to find new talent and release at
least three albums per year. However, Cash Money has refused to respond to proposals for new
artists or help Plaintiffs sign new talent and Cash Money's failure to pay artists and third parties has
hurt my ability to find new recording artists.
11.

Cash Money has failed to account properly to the Young Money Label and to myself

as a solo artist. The only accountings received have been incomplete and have not provided proper
back-up or justified enormous expenses.
12.

In early December, 2014, I delivered to Cash Money the sound recordings

comprising the second of the solo albums, entitled "Tha Carter V", provided for by the 2012
Amendment. Cash Money was obligated to pay me Eight Million Dollars ($8,000,000.00) at the
commencement of the recording of "Tha Carter V" and Two Million Dollars ($2,000,000.00)
2

upon delivery of the album. Cash Money only paid me Two Million Dollars ($2,000,000.00)
over the course of the recording of "Tha Carter V".
13.

Cash Money has essentially handcuffed me as an artist and significantly damaged

the credibility and future performance of the Young Money Label.


14.

These breaches by Cash Money, along the many others described more fully in

the Sweeney Affidavit, have caused me serious economic damage and have also harmed my
reputation within the industry. Cash Money has breached its fiduciary duty to me as a partner in
the joint venture known as the Young Money Label.
15.

A receiver is necessary because Cash Money is mismanaging the joint venture,

49% of which belongs to me. With the joint venture due to end in June, 2015, a receiver is
necessary to protect the assets of the Young Money Label as Cash Moneynas sljiown numerous
clear breaches of its fiduciary duty and unsound business practices.
WHEREFORE, it is respectfully submitted that Plaintiffs' motion sh/ould be granted in
all respects together with such other and/further relief as the Court may deem just and proper.

Sworn to before me this ^ ^


day of April 2015

$*X%\L ALBELO
^4t$
' O N #EE101621
EXPIRES October 4, 2015
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398-0153

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