1 Devin A.

McRae, State Bar Number 223239

dmcrae@earlysullivan.com
2 Peter Scott, State Bar Number 247786
pscott@earlysullivan.com
3 Lisa L. Boswell, State Bar Number 190304
lboswell@earlysullivan.com
4 EARLY SULLIVAN WRIGHT
GIZER & McRAE LLP
5 6420 Wilshire Boulevard, 17th Floor
Los Angeles, California 90048
6 Telephone: (323) 301-4660
Facsimile: (323) 301-4676
7
Attorneys for Plaintiff
8 INSIDE THE PARK, LLC

9 SUPERIOR COURT OF CALIFORNIA

10 COUNTY OF LOS ANGELES

11 INSIDE THE PARK, LLC, a Wyoming Case No.

limited liability company;
12 COMPLAINT FOR:
Plaintiff, 1) BREACH OF CONTRACT;
13 2) BREACH OF IMPLIED COVENANT
v. OF GOOD FAITH AND FAIR DEALING;
14 3) FRAUD;
21 IN RIGHT, INC., a Pennsylvania 4) SPECIFIC PERFORMANCE; AND
15 corporation; LUIS R. CLEMENTE, an 5) DECLARATORY RELIEF
Individual; ROBERTO CLEMENTE, JR., an
16 individual; CMG WORLDWIDE, INC., a DEMAND FOR JURY TRIAL
California corporation; MARK ROESLER, an
17 Individual; LEGENDARY PICTURES
PRODUCTIONS, LLC, a Delaware limited
18 liability company; TETON RIDGE, LLC, a
Wyoming limited liability company; and
19 DOES 1-10, Inclusive,

20 Defendants.

21

22

23

24

25

26

27

28

5772770.3
COMPLAINT
 1 Plaintiff Inside the Park, LLC (“Plaintiff” or “ITP”) brings this action against Defendants 21

2 In Right, Inc., Luis R. Clemente, Roberto Clemente Jr. (jointly, the “Clemente Family”), CMG

3 Worldwide, Inc. (“CMG”), Mark Roesler, Legendary Pictures Productions, LLC (“Legendary”),

4 and Teton Ridge, LLC and in support thereof, Plaintiff alleges as follows:

5 INTRODUCTION

6 1. This lawsuit arises from the Clemente Family and their cohorts’ efforts to

7 fraudulently sell and resell the rights to baseball great Roberto Clemente’s life story for their own,

8 substantial financial gain. The Clemente Family and its agent, CMG, fraudulently induced ITP to

9 purchase an exclusive option to the rights to Roberto Clemente’s life story for development of a

10 feature film but failed to inform and deliberately concealed from ITP the fact that the Clemente

11 Family had already optioned and, in fact, sold those very same rights to Legendary Pictures years

12 earlier. The Clemente Family’s fraudulent conduct was utilized to get traction on their earlier film

13 project which had gone completely dormant and to generate renewed interest and publicity in the

14 Roberto Clemente story and brand, including the Clemente Family’s closure of a $60 million mini-

15 series deal and a multi-year 7-figure sponsorship deal with Capital One for naming rights to Roberto

16 Clemente Day with Major League Baseball shortly after ITP closed its option of the rights.1

17 However, after ITP generated significant publicity for the Clemente Family and expended

18 considerable resources and reputational capital in working to produce a feature film concerning

19 Roberto Clemente, the Clemente Family and CMG abandoned the deal with ITP, disclosed that the

20 rights had already been sold and either blocked ITP from further communications or, it in the case

21 of CMG, “dared” ITP to sue them. Film producers like Plaintiff trade on their credibility,

22 relationships with talent and money, and overall ability to bring a project to fruition. After Plaintiff

23 worked for two years with A-list talent throughout the industry to get the Roberto Clemente film

24 project off the ground, Defendants’ fraud and breach of contract has caused Plaintiff substantial

25 reputational damage, above and beyond its wasted time, effort and out of pocket expenses.

26
1
27 https://newsismybusiness.com/roberto-clementes-family-signs-agreement-to-produce-60m-
biopic/#:~:text=Phoenix%20Media%20%26%20Entertainment%2C%20the%20media,iconic%20
28 Puerto%20Rican%20baseball%20player

5772770.3
COMPLAINT
 1 2. By way of brief background, Roberto Clemente was a Puerto Rican born, Hall of

2 Fame right fielder for the Pittsburgh Pirates. In January 2023, his sons Luis R. Clemente and Roberto

3 Clemente, Jr., by and through the entity 21 In Right, 2 entered into a Rights Option Agreement with

4 ITP (“ITP Option Agreement”) by which 21 In Right granted ITP an exclusive and irrevocable

5 option to purchase the rights in and to the creation, production and distribution of a feature film

6 based generally on the life of the late Roberto Clemente and the book Clemente – The True Legacy

7 of an Undying Hero (the “Book”) (collectively, the “Rights”).

8 3. After receiving high profile media exposure from a Deadline feature story that was

9 published on March 2, 2023,3 Plaintiff among other things (i) was approached by WME and CAA

10 over the next few weeks, (ii) set up meetings with A‐List talent, (iii) incurred significant expenses

11 with respect to the production of a film based on the Rights, and (iv) traveled to Pittsburgh to attend

12 an invite only celebration of Roberto Clemente. In April 2023, while attending this event in

13 Pittsburgh, to ITP’s shock, ITP principal, Angel Munoz, was informed by an unrelated third party

14 who is close friends with the Clemente Family and the former CEO of Legendary, Thomas Tull,

15 that there was a so called “issue” with the rights granted under the ITP Option Agreement. Upon

16 further investigation and questioning by ITP over the next few weeks, in late May 2023, ITP

17 discovered the previous option agreement signed by the Clemente Family and Legendary in 2015

18 had not, in fact, expired as repeatedly and falsely represented by 21 In Right, Luis R. Clemente,

19 Roberto Clemente Jr. and CMG. ITP further discovered Defendants and CMG conspired to hide

20 such information by concealing and failing to disclose an email CMG received on March 2, 2023

21 from attorney Steve Pena on behalf of Teton Ridge, owned by Thomas Tull, former CEO and owner

22 of Legendary, mere hours after the Deadline article was published, asserting the very same rights

23 granted to ITP were optioned to Teton Ridge by Legendary.

24

25 2
The ITP Option Agreement has a typographical error that references the entity “21 In Right,
LLC” rather than the correct entity “21 In Right, Inc.,” which is the true rights holder to the Roberto
26 Clemente life rights. Upon information and belief, “21 In Right, LLC” does not presently exist and

27 has never existed, and thus 21 In Right, Inc. is the proper Defendant.
3
28 https://deadline.com/2023/03/roberto-clemente-movie-in-works-biopic-1235277052/

5772770.3 2
COMPLAINT
 1 4. ITP is now forced to file this action to clear title to the Rights and recoup the

2 significant monies it has lost as a result of Defendants’ wrongdoing, which total in excess of $5

3 million.

4 PARTIES

5 5. Plaintiff Inside The Park, LLC is, and at all relevant times was, a Wyoming limited

6 liability company, with its principal place of business located in Sheridan, Wyoming. Plaintiff’s sole

7 members Jonah Hirsch and Angel Munoz are, and at all relevant times were, citizens of Los Angeles,

8 California.

9 6. Defendant 21 In Right, Inc. is, and at all relevant times was, a corporation organized

10 and existing under the laws of the State of Pennsylvania. Its principal place of business is located in

11 Pittsburgh, Pennsylvania.

12 7. Defendant Luis R. Clemente is, and at all relevant times was, the President of 21 In

13 Right, Inc., and is an individual residing in Puerto Rico.

14 8. Defendant Roberto Clemente Jr. is, and at all relevant times was, an officer of 21 In

15 Right, Inc., and is an individual residing in Pittsburgh, Pennsylvania.

16 9. Defendant Mark Roesler is, and at all relevant times was, the Chairman and CEO of

17 CMG Worldwide, Inc. and a resident of Los Angeles County, California.

18 10. Defendant CMG Worldwide, Inc. is a California corporation with its principal place

19 of business in Beverly Hills, California. CMG has a lauded reputation. It acts as the business agent

20 for over 200 legendary personalities – past and present – including Jackie Robinson, Rosa Parks,

21 Neil Armstrong and Albert Einstein. Per CMG’s own website, CMG and its employees “track down

22 rights holders to give you confidence that you have addressed all outstanding clearance concerns

23 while also helping you navigate through and effectively manage the licensing process. When you

24 chose to use CMG Clearances, you can rest assured that CMG will indemnify you against any third

25 party complaint against your use.”

26 11. Defendant Legendary Pictures Productions, LLC is, and at all relevant times was, a

27 California limited liability company with its principal place of business in Los Angeles, California.

28 Plaintiff is presently unaware of the citizenship of the individual members of Legendary Pictures

5772770.3 3
COMPLAINT
 1 Productions, LLC.

2 12. Defendant Teton Ridge, LLC is, and at all relevant times was, a Wyoming limited

3 liability company with its principal place of business in Sheridan, Wyoming. Plaintiff is presently

4 unaware of the citizenship of the individual members of Teton Ridge, LLC. Defendant Teton Ridge,

5 LLC is owned and/or controlled by Thomas Tull, the former Chairman and CEO of Defendant

6 Legendary. Upon information and belief, Defendant Teton Ridge, LLC is actively developing a

7 feature film based on the life of the late Roberto Clemente.

8 13. Does 1 through 10, inclusive, whether individual, corporate, associate or otherwise,

9 are Defendants whose true names and capacities are, at this time, unknown to Plaintiff. Plaintiff is

10 informed and believes and thereon alleges that, at all times herein mentioned, all of the Defendants

11 sued herein are believed to be employees, agents, servants, contractors, subcontractors, divisions,

12 parents, subsidiaries or other persons or entities authorized to act on behalf of the named Defendants

13 herein. Plaintiff is informed and believes, and thereon alleges, that each of these fictitiously named

14 Defendants are responsible in some manner for the acts, occurrences and liabilities herein alleged.

15 As such as said Defendants’ true names and capacities become known to Plaintiff, Plaintiff will seek

16 leave of Court to amend this Complaint to insert said true names and capacities. Whenever a

17 reference is made to “Defendant” herein, it is intended to include the named Defendant as well as

18 the aforesaid Doe Defendants.

19 14. At all relevant times, Does 1 through 10, and each of them, were the agents and

20 employees of Defendants and were at all times acting within the purpose, course and scope of said

21 agency or employment; and each such Defendant has ratified and approved the acts of his or its

22 agent.

23 JURISDICTION AND VENUE

24 15. This Court has jurisdiction over the subject matter of this lawsuit because the amount
25 in controversy exceeds the minimum jurisdictional limit of the Court and the underlying dispute

26 involves obligations to be performed in the County of Los Angeles, State of California.

27 16. Venue is proper in this judicial district pursuant to California Code of Civil Procedure
28 section 395.5, as multiple parties reside in this judicial district and Plaintiff and Defendants entered

5772770.3 4
COMPLAINT
 1 into the respective agreements at issue in Los Angeles County, Defendants’ and their agents made

2 the fraudulent representations at issue in Los Angeles County and Plaintiff’s damages were suffered

3 in Los Angeles County.

4 GENERAL ALLEGATIONS

5 Background

6 17. In or about March 2022, ITP communicated with Roberto Clemente, Jr., inquiring

7 about film rights to his father, Roberto Clemente’s life story.

8 18. Discussions between ITP and the Clemente Family continued and, in or about May

9 2022, the Clemente Family brought in its business agent CMG Worldwide to negotiate a possible

10 deal with ITP for the Rights.

11 19. In or about June 2022, ITP, by and through its principals, Jonah Hirsch and Angel

12 Munoz, met with CMG agent Tina Xu and Mark Roesler in Los Angeles to discuss a possible deal

13 for the Rights. During these and in subsequent negotiations and discussions, Luis R. Clemente,

14 Roberto Clemente Jr., Ms. Xu and Mark Roesler verbally represented that 21 In Right was the

15 unencumbered owner of the Rights and had the ability and authority to convey the option to the

16 Rights and the Rights, themselves, to ITP should a formal agreement be reached.

17 20. In or about January 2023, after nearly a year of discussions, meetings, calls and

18 protracted negotiation, ITP and Defendant 21 In Right signed the ITP Option Agreement, a copy of

19 which is attached hereto as Exhibit A. ITP further entered into Consulting Agreements with

20 Defendant Luis R. Clemente and Roberto Clemente, Jr. to assist with the development of the

21 anticipated feature film. True and correct copies of the Consulting Agreements are collectively

22 attached hereto as Exhibit B and incorporated by reference as though fully set forth herein. These

23 agreements were all entered into by ITP in justifiable reliance on the representations of the Clemente

24 Family, CMG and Mark Roesler that 21 In Right actually possessed the authority and ability to

25 convey the option to the Rights as set forth in the ITP Option Agreement.

26 21. The ITP Option Agreement provides that ITP is to be provided with an exclusive

27 option to the Rights and the Clemente Family represented and warranted “that it has full authority

28 to grant the Rights and execute the Agreement” and that the rights to the Book were “free and clear

5772770.3 5
COMPLAINT
 1 of liens, claims or encumbrances, and that the rights to the Book have never been granted, licensed

2 or assigned to any third party . . . .” (Ex. A ¶¶ 10.b., 12.)

3 22. The ITP Option Agreement received widespread press coverage and interest,

4 including without limitation a widely circulated article in Deadline published on March 2, 2023.

5 23. Unbeknownst to ITP and only discovered long after the fact, within a few hours of

6 the publication of the Deadline article, an attorney named Steve Pena sent an email to Mark Roesler

7 of CMG on behalf of Teton Ridge notifying them that the Rights were held by his client. Neither

8 this email, nor the ultimate fact that ITP’s option of the Rights was disputed, was disclosed to ITP

9 by CMG or Mark Roesler. With this information being deliberately withheld from ITP, ITP took

10 substantial steps and expended considerable sums to commence development and production of a

11 feature film based on the Rights.

12 24. After the press release was published, ITP received many calls from agents and

13 managers including WME, CAA and APA pitching writers and directors for the project, resulting

14 in numerous meetings.

15 25. On or about March 16, 2023, ITP, by and through Jonah Hirsch and Angel Munoz,

16 participated in Zoom call with an A-list director while on set shooting his current film, a major

17 studio backed biographical picture and whose previous film was a multiple Oscar nominated and

18 winning biographical motion picture. The director had his agent reach out to ITP upon seeing the

19 March 2, 2023 news release in order to set up the call as he was extremely interested in directing

20 the film given his tremendous success with his previous biographical film and his strong interest in

21 the subject matter based on his Puerto Rican heritage and that he had considered pursuing a career

22 as a professional baseball player. ITP informed the Clemente Family of the details of this

23 conversation and how excited they were about the prospect of working with this director and the

24 massive profile it would bring to their father’s story to have such an accomplished filmmaker board

25 the project. The Clemente Family was tremendously excited about this very significant

26 development. It was discussed and agreed the next step was to set up a follow up call in which the

27 Clemente Family would speak directly to the director as soon as he wrapped shooting on his current

28 film.

5772770.3 6
COMPLAINT
 1 26. In or about April 2023, Angel Munoz traveled to Pittsburgh where he was told by

2 Dwayne Rieder, the head of the local Clemente Museum and close friend of Mr. Tull, that Mr. Tull

3 was also developing a film based on the life of Roberto Clemente. Upon hearing this information,

4 ITP inquired with CMG and the Clemente Family about this assertion. The Clemente Family stated

5 to ITP that the earlier Legendary Option Agreement had expired and with the rights reverting to 21

6 In Right, claiming that Legendary had failed to make the final payment for the purchase of the rights

7 under the Legendary Option Agreement. However, after a few weeks of very tense back and forth

8 with a very concerned ITP, the Clemente Family finally acknowledged they had indeed received the

9 payment from Legendary and that Legendary was the true owner of the Rights. Upon information

10 and belief, a true and correct copy of the Legendary Option Agreement is attached hereto as Exhibit

11 C. The Clemente Family claimed they were not aware of receipt of the $50,000 payment because

12 it was wired to “some other account.”

13 27. Between May and July 2023, the Clemente Family told ITP that Legendary took

14 advantage of them, they never agreed to certain rights, they did not want to use the book that

15 Legendary planned to use for its project instead of the family’s book, and they were going to engage

16 a lawyer to reach out to Legendary. They detailed how Legendary treated them very poorly and

17 disrespected their family, never once sharing any script with them during the entire time the film

18 was in development at Legendary. They also mentioned how their mother passed away in 2019 and

19 how upset everyone was that she never got to see a film made. They repeatedly and consistently

20 painted Legendary as bad actor who made lots of promises but never proceeded with development

21 of a film. However, after months of waiting for the family to retain a lawyer to address their

22 discontent with Legendary and the cloud on title to the Rights optioned by ITP, the Clemente Family

23 never did.

24 28. In or about August 2023, CMG, sensing ITP was running out of patience, decided to

25 return its commission on the transaction (approximately $18,000). ITP told CMG that, while the

26 gesture was necessary, this was not sufficient to settle the matter and ITP was looking for a

27 resolution that would either: (a) clear the Rights so ITP can move forward with a feature film as

28 originally intended or (b) compensation sufficient to compensate ITP for the two years of work it

5772770.3 7
COMPLAINT
 1 had put in the project, as well as other damages.

2 29. On or about September 15, 2023, Roberto Clemente, Jr. met with Mr. Tull on the

3 field on game day at Roberto Clemente Day (one of only two days MLB honors a player – the other

4 being Jackie Robinson). Thereafter the Clemente Family, and specifically, Roberto Clemente Jr.,

5 told ITP to hold tight as he was supposed to have a conversation with Mr. Tull about a possible

6 solution and was supposedly going to set up a meeting for ITP. Again, the Clemente Family’s

7 promises went unfulfilled and the promised meeting never happened.

8 30. In or about October 2023, the Clemente Family returned the remaining portion of

9 fees ITP paid totaling $42,000, but nothing else. Immediately after the payment was sent, the

10 Clemente Family blocked Angel Munoz from all communication and refused to engage in any

11 further communication with ITP regarding the Rights or the ITP Option Agreement.

12 31. In or about January 2024, CMG continued to tell ITP that they would help set up a

13 call with the Clemente Family, but the Clemente Family refused to engage in any further

14 communication with ITP.

15 32. In or about March 2024, Jonah Hirsch emailed CMG informing them of yet another

16 Clemente film project being developed with the family’s involvement and utilizing the Rights that

17 had been optioned to ITP.4 CMG’s Chairman and CEO Mark Roesler (who is himself a California

18 licensed attorney) responded with a bizarre late-night email daring ITP to file a lawsuit, stating: “I

19 am Mark Roesler and bring any legal action on that you want with us.” After making one last effort

20 to try to propose solutions to resolve the situation short of litigation in May 2024, Mark Roesler

21 responded to ITP with another unhinged email stating: “I am the Chairman. As I told my son, the

22 COO . . . bring it on. I dare you.”

23

24

25

26 4
https://variety.com/2024/film/news/roberto-clemente-documentary-sxsw-
1235935022/#recipient_hashed=859762fcee040bd9ce6a93a893acff7172d12e9a15b787b6a1b45e7
27
1683acbb0&recipient_salt=5ff27077ef9e55f5864be62a904385ba738e4e661fbcecaee2f28cfcbb5b
28 d516

5772770.3 8
COMPLAINT
 1 FIRST CAUSE OF ACTION

2 (Breach of Contract against Defendant 21 In Right and Does 1 through 5)

3 33. Plaintiff incorporates the foregoing paragraphs as though set forth in full herein.

4 34. ITP and 21 In Right entered into the ITP Option Agreement by which Defendants

5 granted ITP an exclusive and irrevocable option to purchase the Rights. A true and correct copy of

6 the ITP Option Agreement is attached hereto as Exhibit A and incorporated by reference as though

7 fully set forth herein.

8 35. ITP performed all conditions, covenants and promises required on its part to be

9 performed under said agreement, except those that Defendant 21 In Right waived or that were

10 rendered impossible to perform.

11 36. All the conditions that were required for Defendant 21 In Right performance under

12 said agreement have occurred.

13 37. Defendant 21 In Right failed to fulfill its obligations under said agreement by among

14 other things, failing to provide the exclusive Rights without encumbrances as contemplated by the

15 agreement.

16 38. As a direct and proximate result of Defendant 21 In Right’s breach of its obligations

17 under said agreement, ITP was harmed in an amount to be proven at trial.

18 39. Defendant 21 In Right’s breach of the agreement was a substantial factor in causing

19 ITP’s harm.

20 SECOND CAUSE OF ACTION

21 (Breach of Implied Covenant of Good Faith and Fair Dealing Against Defendant 21 In Right
22 and Does 1 through 5)
23 40. Plaintiff incorporates by reference the foregoing paragraphs as though set forth in
24 full herein.

25 41. In every contract there exists an implied covenant of duty of good faith and fair
26 dealing that each party will not do anything to unfairly interfere with the right of any other party to

27 receive the benefits of the contract.

28

5772770.3 9
COMPLAINT
 1 42. Defendant 21 In Right breached its duty of good faith and fair dealing owed to ITP,

2 by including but not limited to, unreasonably and in bad faith failing to provide the exclusive Rights

3 without any encumbrances as contemplated by the agreement and failing to take appropriate action

4 to acquire and provide to ITP the rights that it represented and warranted itself to have as stated and

5 implied by the ITP Option Agreement.

6 43. Defendant 21 In Right conduct was undertaken or approved by its officers or

7 managing agents including but not limited to Defendant Luis R. Clemente, who are and were

8 responsible for contract, communications and decisions. This unreasonable conduct was undertaken

9 on behalf of Defendant 21 In Right. Defendant 21 In Right had advance knowledge of the actions

10 and conduct of said individuals and the conduct was ratified, authorized, and approved by Defendant

11 21 In Right, including its managing agents.

12 44. As a direct and proximate result of Defendant 21 In Right’s conduct including its

13 unfair interference with ITP’s right to receive benefits under said agreement, ITP was harmed in an

14 amount to be proven at trial.

15 THIRD CAUSE OF ACTION

16 (Fraud And Concealment Against 21 In Right, Luis R. Clemente, Roberto Clemente, Jr.,
17 CMG, Mark Roesler and Does 1 through 5)
18 45. Plaintiff incorporates by reference the foregoing paragraphs as though set forth in
19 full herein.

20 46. Defendants 21 In Right, Luis Clemente, Roberto Clemente, Jr., Mark Roesler and
21 CMG committed actionable fraud against Plaintiff by way of affirmative misrepresentations and

22 concealments of material facts, as described above. By way of example, and among other things

23 alleged above, 21 In Right, Luis Clemente, Roberto Clemente, Jr., CMG and Mark Roesler

24 affirmatively and falsely represented to ITP that the 2015 option agreement between 21 In Right

25 and Legendary had expired. 21 In Right, Luis Clemente, Roberto Clemente, Jr., CMG, and Mark

26 Roesleralso affirmatively misrepresented to ITP that 21 In Right was the rightful, unencumbered

27 owner of the Rights and had the authority and ability to convey the option to the Rights as well as

28 the Rights themselves. 21 In Right, Luis Clemente, Roberto Clemente, Jr., CMG and Mark Roesler

5772770.3 10
COMPLAINT
 1 also conspired to conceal information regarding Legendary and other third parties’ claims to the

2 Rights by failing to inform ITP of an email received on March 2, 2023 from attorney Steve Pena on

3 behalf of Teton Ridge, LLC, mere hours after the press release was issued on March 2, 2023,

4 asserting the very same rights granted to ITP were purportedly optioned to his client by Legendary

5 (and which option is potentially impermissible based on the terms of the Legendary Option

6 Agreement).

7 47. 21 In Right, Luis Clemente, Roberto Clemente, Jr., CMG, and Mark Roesler made

8 the foregoing misrepresentations and concealments despite being aware of their falsity.

9 48. ITP reasonably relied upon these misrepresentations and concealments.

10 49. As a direct and proximate result of such fraudulent conduct, ITP has suffered, and

11 will continue to suffer, damages in an amount to be proven at trial.

12 50. 21 In Right, Luis Clemente, Roberto Clemente, Jr., CMG and Mark Roesler’s acts

13 were undertaken intentionally and in conscious disregard of ITP’s rights. In addition, their acts were

14 malicious, oppressive, and/or fraudulent. Therefore, the Court should aware punitive and exemplary

15 damages sufficient to punish these defendants and to deter similar conduct in the future.

16 FOURTH CAUSE OF ACTION

17 (Specific Performance Against Defendant 21 In Right and Does 1 through 5)

18 51. Plaintiff incorporates by reference the foregoing paragraphs as though set forth in
19 full herein.

20 52. The ITP Option Agreement is an enforceable contract between Plaintiff and
21 Defendant 21 In Right.

22 53. Plaintiff performed all conditions, covenants, and promises required on ITP’s part
23 to be performed in accordance with the terms and conditions of the ITP Option Agreement by,

24 among other things, paying Defendant 21 In Right the contractually required consideration in the

25 form of fees.

26 54. The ITP Option Agreement provides for adequate mutual consideration and is a
27 just and reasonable contract.

28

5772770.3 11
COMPLAINT
 1 55. Defendant 21 In Right has breached the ITP Option Agreement by failing to provide

2 the exclusive Rights without any encumbrances as contemplated in said agreement.

3 56. Plaintiff has been injured by Defendant 21 In Right’s breaches of the ITP Option

4 Agreement and breaches of the implied covenant of good faith and fair dealing implicit in the ITP

5 Option Agreement as described above, and will be injured in the future, by being deprived of the

6 ability to produce a film project based upon the Rights (the point of the ITP Option Agreement).

7 57. There is no adequate remedy at law for Defendant 21 In Right’s breach of the ITP

8 Option Agreement as the Rights are unique and not compensable by monetary damages.

9 58. Plaintiff seeks, among other relief, specific performance of the ITP Option

10 Settlement Agreement, in the form of an order directing 21 In Right to comply with the ITP Option

11 Agreement and to transfer the exclusive Rights without any encumbrances to Plaintiff.

12 FIFTH CAUSE OF ACTION

13 (Declaratory Relief Against All Defendants and Does 1 through 10)

14 59. Plaintiff realleges and incorporates by reference each of the foregoing paragraphs as
15 though fully set forth herein.

16 60. As set forth above, an actual controversy has arisen and now exists between ITP and
17 Defendants regarding the ownership of the Rights as well as the nature and scope of the rights

18 purportedly optioned to and purchased by Legendary and/or Teton Ridge and whether any of these

19 rights overlap or interfere with the Rights possessed by ITP as set forth in the ITP Option Agreement.

20 61. A judicial declaration is necessary and appropriate at this time under the
21 circumstances so that ITP and Defendants may ascertain their respective rights and obligations and

22 so that ITP can move forward with its anticipated film based upon the Rights and in order to avoid

23 a multiplicity of actions and disputes going forward and so that motion pictures created by

24 Defendants and/or other third parties utilizing the Rights do not proceed further and destroy the

25 unique production and development opportunities regarding the Rights bargained and contracted for

26 by ITP.

27

28

5772770.3 12
COMPLAINT
 1 PRAYER FOR RELIEF

2 WHEREFORE, Plaintiff Inside the Park, LLC prays for judgment against Defendants 21

3 In Right, Luis R. Clemente, Roberto Clemente, Jr., Mark Roesler, CMG, Legendary and Teton

4 Ridge as set forth below:

5 1. For compensatory damages according to proof;

6 2. For exemplary and/or punitive damages as permitted by law;

7 3. For a declaration that ITP’s exclusive ownership of the Rights;

8 4. For specific performance of the ITP Option Agreement;

9 5. For attorneys’ fees and costs of suit herein; and,

10 6. For such other and further relief as the court may deem just and proper.
Dated: May 27, 2024 EARLY SULLIVAN WRIGHT
11 GIZER & McRAE LLP
12

13
By:
14 Devin A. McRae
Peter Scott
15
Lisa L. Boswell
16 Attorneys for Plaintiff
INSIDE THE PARK, LLC
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24

25

26

27

28

5772770.3 13
COMPLAINT
 1 DEMAND FOR JURY TRIAL

2 Plaintiff Inside the Park, LLC hereby demands trial by jury for all issues so triable.

4 Respectfully submitted,

5 Dated: May 27, 2024 EARLY SULLIVAN WRIGHT

GIZER & McRAE LLP
6

8 By:
Devin A. McRae
9 Peter Scott
10 Lisa L. Boswell
Attorneys for Plaintiff
11 INSIDE THE PARK, LLC

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13

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5772770.3
COMPLAINT
EXHIBIT A
 RIGHTS OPTION AGREEMENT

1. Parties.
a. ; and
b. 21 in Right,

2. Effective Date: January 23, 2023

3. Intellectual Property. Owner is the entity that controls the proprietary rights in and to the late Roberto Clemente, including
the right of publicity in and to the name, image, likeness, voice, signature and visual representation of Roberto Clemente, the life story
rights of Roberto Clemente, and common law an
- The True Legacy of an Undying

4. Grant of Option. In consideration of payment to Owner of the Initial Option Fee (Defined below) and Extended Option Fee
(if the Option is extended in the manner described in Paragraph 5), Owner grants to Producer an exclusive and irrevocable option
e from Owner the Rights (defined below) during the Option Period.

5. Option Term.
that Producer shall have the right, exercisable by written notice to
Owner at any time prior to the expiration of the Initial Option Period, to extend the Option for an additional period until January 31,
expiration of the Initial Option Period. The Initial Option Period and the
ritten
notice given to Owner at any time on or before the expiration of the Option Period and payment of the Purchase Price.

6. Option Fee. As consideration for grant of the Option to the Producer, Producer shall pay the Owner the following:
a. Initial Option Period: With respect to the Initial Option Period, a sum of $25,000 (Twenty Five Thousand United States

b. Extended Option Period: If Producer elects to extend the Option for the Extended Option Period, a sum of $25,000 (Twenty
Five Thousand United States Dollars) Extended Option Fee
of such election, which amount shall be applicable against and deducted from the Purchase Price.
c. Purchase Price:
i. If Producer exercises the Option, then as full and complete consideration for the grant of Rights to Producer, Producer shall
pay Owner the sums set out below, less the I
1. $500,000 (Five Hundred Thousand Dollars) if the Film is set up at a major studio with a budget of over $30,000,000
(Thirty Million United States Dollars);
2. $250,000 (Two Hundred Fifty Thousand Dollars) if the Film is set up at any studio or independent production with a
budget ranging from $10,000,000 (Ten Million United States Dollars) to $30,000,000 (Thirty Million United States
Dollars);
3. $100,000 (One Hundred Thousand Dollars) if the Film is set up as an independent production with a budget under
$10,000,000 (Ten Million United States Dollars), or if at the end of the Option Period if no Film is yet in production,
subject to revision upwards based on final budget.
ii. Producer may exercise the Option at any time during the Option Period by providing Owner with written notice thereof
accompanied by payment of the Purchase Price. Upon payment of the Purchase Price, Producer shall be automatically and
irrevocably vested with the Rights, and all other rights, licenses and privileges granted to Producer hereunder.

7. Rights Granted. In the event the Option is exercised, and Purchase Price is paid, Owner shall grant to Producer the
nonexclusive right to:
i. create, develop, produce, market, advertise, promote, create, distribute and otherwise exploit a single first class feature film

ii. create, develop, produce, market, advertise, promote, create, distribute and exploit a virtual reality experience of less than 10

marketing of the Film, but may not be exploited on a standalone basis.

(collec ght to
utilize or incorporate any other aspects of the life of Roberto Clemente, including any trademarks, copyrights, or other intellectual
property associated therewith, in films or other productions of any nature.

8. Contingent Compensation If Producer exercises the Option and pays the Purchase Price to Owner, Owner shall be entitled
to receive the following from Producer in connection with the Film:
a. An amount equal to five percent (5%) of one hundred percent (100%) of the Defined Net Proceeds (as defined below) of the
Film Contingent Compensation Defined
Net Proceeds -current standard definition of said
term (or the equivalent term) used by the studio at which the Film is set up.
b. Awards Bonus:
i. Producer shall pay the Owner a bonus of $25,000 (Twenty Five Thousand United States Dollars) at each instance the Film
 receives a non-tech category Oscar / Academy Award nomination, no later than thirty (30) days from the date of such
nomination;
ii. Producer shall pay the Owner a bonus of $50,000 (Fifty Thousand United States Dollars) at each instance the Film receives
an Oscar / Academy Award for a non tech category, no later than thirty (30) days from the date of such award;
c. Box Office Bonus: Producer shall pay the Owner a bonus of $100,000 (One Hundred Thousand Dollars) in the event the
worldwide box office revenues from the Film reach $100,000,000 (One Hundred Million United States Dollars). Further, Producer
shall pay the Owner an additional bonus of $50,000 (United States Fifty Thousand Dollars) in the event the worldwide box office
revenues from the Film reach $150,000,000 (One Hundred Fifty Million United States Dollars). All payments described in this
paragraph shall be made by Producer to Owner within thirty (30) days from the date of revenues surpassing the thresholds specified
in this paragraph.

9. Reversion. If Producer does not timely exercise the Option within either the Initial Option Period or the Extended Option
Period, the Option will automatically terminate and all rights will immediately revert to Owner. If the Option is timely exercised and the
Purchase Price paid, but Producer does not commence principal photography within seven (7) years from the date of exercise of the
Option, then all Rights will revert to Owner.

10. Miscellaneous.
a. Upon commencement of production with a subsequent financier, the Parties understand that all monies paid under this
Agreement are intended to be payable by subsequent financier in the place and stead of the Producer, subject to assignment of the
to
he event of an
assignment by Producer of this Agreement, such assignment will be deemed a novation forever relieving, releasing, and discharging
Producer from any further liability or obligation to Owner accruing from and after the date of assignment, provided that Producer will

executory obligations hereunder in writing.

b. Owner warrants that: (i) the Book is free and clear of liens, claims or encumbrances, and that the rights to the Book have
never been granted, licensed or assigned to any third party prior to the date of this Agreement; (ii) In the event the Option is exercised
Film
based on the Book.

11. Long Form. This Agreement sets out the agreed terms between the Parties with respect to the subject matter hereof. The
parties intend to enter into a subsequent, supplementary long-form agreement to further document additional terms and conditions
of their agreement pertaining to the Rights and the Film; however the parties still intend for this Agreement to be binding whether or
not such long-form agreement is entered. After execution hereof, one or more long-form agreements will be drafted setting forth the
foregoing and containing such additional clauses as the Parties negotiate in good faith which are customary in agreements of this
nature and which will be commensurate with an agreement of this nature, including, enforcement, definitions, accounting, audit,
insurance, force majeure, and such other representations, warranties and indemnification clauses, if any, as the Parties may agree,
including procedures to be followed for invoking indemnification.

12. The Owner represents and warrants that it has full authority to grant the Rights and execute the Agreement.

13. The Owner shall reasonably advise the Producer in the event the Owner assigns rights or otherwise grants options of rights
to produce audio visual content based on the Property to any other producer.

14. Any waiver, amendment, modification or supplement of or to any term or condition of this Agreement shall be effective only if
in writing and signed by both parties hereto, and the parties hereby waive the right to amend the provisions of this Agreement orally.

15. This Agreement will be construed and enforced in accordance with the laws of the State of California, other than its rules with
respect to choice of laws.

16. This Agreement contains the full and complete understanding between the Parties about its subject matter, superseding all
prior statements, agreements or representations, written or verbal, about that subject matter.

__________________________ ____________________ _______________________

21 in Right, LLC Inside the Park LLC Inside the Park LLC
By: Jonah Hirsch By: Angel Munoz
EXHIBIT B
 Consultant Agreement

Agreement Effective Date

Company Consultant
ble
consideration, Company and Consultant agree as follows:

Consultant shall render consulting services to Company in relation to Project, including provision of reasonable inputs in response to
nable publicity services including appearances
at mutually agreed events to promote the Project. Travel, if any, by the Consultant to render consulting services shall be on a case by case
basis. All expenses for any travel undertaken by Consultant in relation to the Project and consulting services shall be borne by Company.

In consideration of the consulting services to be rendered hereunder, Company agrees to pay Consultant a the following sums as fees
anner:
A sum of Five Thousand United States Dollars ($5,000) shall be payable immediately on execution of the Agreement;
An additional sum of Five Thousand United States Dollars ($5,000) shall be payable within thirty (30) days of the Project getting set
up for production at a studio, or otherwise as an independent production.

rojects,
employees, affiliates, or other business activ
information secret and not disclose, disseminate, or distribute such information or use such information for their own account or for the
account of others
contemplated hereby.

Company shall provide the Consultant with executive producer credit in the Project in the following manner:
on cer
for the Project, or otherwise on a shared card with Roberto Clemente Jr. in the event Roberto Clemente Jr. is engaged as an
executive producer for the Project; and
in the main titles and paid ads for the Project on a most favored nations basis with all other executive producers that render services
in respect of the Project.

Consultant will indemnify Company, its affiliates, successors, licensees, and assigns, and each of their respective directors, employees,
agents, and representatives against any and all liability, damages, costs, and expenses (including reasonable outsid
costs) in connection with any third-
agreements herein, or out of any criminal misconduct, gross negligence or intentionally tortious acts by Consultant. Company will indemnify
fees and costs)
in connection with any third-party claim or action (other than those
agreements hereunder or out of any criminal misconduct, gross negligence or intentionally tortious acts by Consultant) in connection with
the development, production, distribution, or exploitation by or on behalf of Company, its affiliates, successors, or assigns, or its or their
licensees, of the Project or any element thereof or therein.

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship
between the parties hereto (or any of their employees or agents), and neither party is the agent of the other. Each party is an independent
contractor to the other and will have no right, authority, or power to create any obligation or responsibility, express or implied, on behalf or
in the name of the other party.

Consultant acknowledges and agrees that Consultant is not entitled to participate in or receive benefits under any Company employee
benefit plan, program, or policy.

Nothing herein will require Company to use the services of Consultant in any manner, and Company will have fully discharged its obligations
hereunder (other than any credit, indemnity, or insurance obligations to Consultant) by the payment of the Fee to Consultant. Company has
the right to assign any or all of the Rights hereunder to any assignee and the right to assign this Agreement in whole or in part to any
assignee. In the event of an assignment by Company of this Agreement, such assignment will be deemed a novation forever relieving,
releasing, and discharging Company from any further liability or obligation to Consultant accruing from and after the date of assignment,
provided that Company will remain secondarily liable hereunder unless and until such assignee accepts such assignment and assumes all
, a major or
mini-major studio or distributor, a
are of a special, unique, and unusual character, and Consultant may not assign, transfer, license, delegate, or grant all or any part of its
rights or obligations hereunder to any other person or entity.

This Agreement cannot be modified except by a writing signed by the parties.

AGREED AND ACCEPTED BY:

______________________________ _______________________ ________________________

Luis Clemente Inside the Park LLC Inside the Park LLC
By: Jonah Hirsch By: Angel Munoz
 Consultant Agreement

Agreement Effective Date

Company Consultant
d and valuable
consideration, Company and Consultant agree as follows:

Consultant shall render consulting services to Company in relation to Project, including provision of reasonable inputs in response to
nable publicity services including appearances
at mutually agreed events to promote the Project. Travel, if any, by the Consultant to render consulting services shall be on a case by case
basis. All expenses for any travel undertaken by Consultant in relation to the Project and consulting services shall be borne by Company.

In consideration of the consulting services to be rendered hereunder, Company agrees to pay Consultant a the following sums as fees
anner:
A sum of Thirty Thousand United States Dollars ($30,000) shall be payable immediately on execution of the Agreement;
An additional sum of Twenty Five Thousand United States Dollars ($25,000) shall be payable within thirty (30) days of the Project
getting set up for production at a studio, or otherwise as an independent production.

rojects,
employees, affiliates, or other bus
information secret and not disclose, disseminate, or distribute such information or use such information for their own account or for the
account vices
contemplated hereby.

Company shall provide the Consultant with executive producer credit in the Project in the following manner:
ducer
for the Project, or otherwise on a shared card with Luis Clemente in the event Luis Clemente is engaged as an executive producer
for the Project; and
in the main titles and paid ads for the Project on a most favored nations basis with all other executive producers that render services
in respect of the Project.

Consultant will indemnify Company, its affiliates, successors, licensees, and assigns, and each of their respective directors, employees,
agents, and representatives against any and all liability, damages, costs, and expenses (including reasonable outsid
costs) in connection with any third-
agreements herein, or out of any criminal misconduct, gross negligence or intentionally tortious acts by Consultant. Company will indemnify
fees and costs)
in connection with any third-party claim or action (other than those
agreements hereunder or out of any criminal misconduct, gross negligence or intentionally tortious acts by Consultant) in connection with
the development, production, distribution, or exploitation by or on behalf of Company, its affiliates, successors, or assigns, or its or their
licensees, of the Project or any element thereof or therein.

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship
between the parties hereto (or any of their employees or agents), and neither party is the agent of the other. Each party is an independent
contractor to the other and will have no right, authority, or power to create any obligation or responsibility, express or implied, on behalf or
in the name of the other party.

Consultant acknowledges and agrees that Consultant is not entitled to participate in or receive benefits under any Company employee
benefit plan, program, or policy.

Nothing herein will require Company to use the services of Consultant in any manner, and Company will have fully discharged its obligations
hereunder (other than any credit, indemnity, or insurance obligations to Consultant) by the payment of the Fee to Consultant. Company has
the right to assign any or all of the Rights hereunder to any assignee and the right to assign this Agreement in whole or in part to any
assignee. In the event of an assignment by Company of this Agreement, such assignment will be deemed a novation forever relieving,
releasing, and discharging Company from any further liability or obligation to Consultant accruing from and after the date of assignment,
provided that Company will remain secondarily liable hereunder unless and until such assignee accepts such assignment and assumes all
, a major or
mini-major studio or distributor, a
are of a special, unique, and unusual character, and Consultant may not assign, transfer, license, delegate, or grant all or any part of its
rights or obligations hereunder to any other person or entity.

This Agreement cannot be modified except by a writing signed by the parties.

AGREED AND ACCEPTED BY:

______________________________ _______________________ ________________________

Roberto Clemente Jr. Inside the Park LLC Inside the Park LLC
By: Jonah Hirsch By: Angel Munoz
EXHIBIT C