MICHAEL C. OSBORNE (State Bar No. 95839)
H. GRANT LAW (State Bar No. 144505)
DRYDEN, MARGOLES, SCHIMANECK, KELLY & WAIT
A Law Corporation
One California Street, Suite 2600
San Francisco, California 94111
Tel: (415) 362-6715
FAX: (415) 362-0638

DIANE LEIGH DAVISON, ESQUIRE
(Appearing Pro Hac Vice By Leave Of Court)
The Law Office of Diane Leigh Davison
1517 Reisterstown Road, Suite 101
Baltimore, Maryland 21208
Tel: (410) 486-0900
Fax: (410) 486-0901

Attorneys for Plaintiffs
BARBARA ALLBUT BROWN,
PEGGY SANTIGLIA DAVISON, and
PHYLLIS ALLBUT SIRICO

IN THE UNITED STATES DISTRICT COURT
IN AND FOR THE CENTRAL DISTRICT OF CALIFORNIA
BARBARA ALLBUT BROWN,
PEGGY SANTIGLIA DAVISON,
and
PHYLLIS ALLBUT SIRICO,
individually, and professionally
known as THE ANGELS,

Plaintiffs,


v.



POLYGRAM RECORDS,
MERCURY RECORDS,
FGG PRODUCTIONS, INC.,
MASON & COMPANY, and
DOES 1 through 10,


Defendants.


CASE NO. 98-5381 DT (RZx)

PLAINTIFFS' COMPLAINT FOR
DAMAGES AND FOR INJUNCTIVE
AND DECLARATORY RELIEF:


1.TRADEMARK INFRINGEMENT
2.FALSE DESIGNATION & DESCRIPTION
3.UNFAIR COMPETITION
4.BREACH OF CONTRACT
5.RESCISSION
6.OPEN BOOK ACCOUNT
7.MONEY HAD AND RECEIVED
8.CONSTRUCTIVE TRUST
9.ACCOUNTING
10.FRAUD
11.CONVERSION
12.INJUNCTION
13.DECLARATORY RELIEF

[JURY TRIAL DEMANDED]

By way of this Complaint for Damages, plaintiffs BARBARA ALLBUT BROWN, PEGGY SANTIGLIA DAVISON, and PHYLLIS ALLBUT SIRICO complain against defendants, and each of them, and allege for causes of action:

//

JURISDICTION AND VENUE

1. This Court has original jurisdiction over the subject matter of this action pursuant to 15 U.S.C. 1121 and 28 U.S.C. 1338(a) in that this case arises under the Trademark Laws of the United States, 15 U.S.C. 1051, et seq.

2. This Court has jurisdiction of the unfair competition claims herein under the provisions of 28 U.S.C. 1338(b) in that said claims are joined with a substantial and related claim under the Trademark Laws of the United States, 15 U.S.C. 1051, et seq.

3. This Court has original jurisdiction over the subject matter of this action pursuant to 28 U.S.C. 1332, in that this action is between citizens of different States and the matter in controversy exceeds the sum or value of seventy-five thousand dollars, exclusive of interest and costs.

4. This Court has jurisdiction over the subject matter of this action pursuant to the Court's supplemental jurisdiction under 28 U.S.C. 1367.

5. Venue is proper in this judicial district pursuant to 28 U.S.C. 1391(b)and(c) and 28 U.S.C. 1400(a).

THE PARTIES

6. Plaintiff Barbara Allbut Brown (hereafter, "plaintiff Brown") is an individual who currently resides in the State of California.

7. Plaintiff Peggy Santiglia Davison (hereafter, "plaintiff Davison") is an individual who currently resides in the State of Maryland.

8. Plaintiff Phyllis Allbut Sirico (hereafter, "plaintiff Sirico") is an individual who currently resides in the State of California.

9. Plaintiffs are informed and believe, and thereon allege, that Defendant PolyGram Records (hereafter, "defendant PolyGram") and defendant Mercury Records (hereafter, "defendant Mercury") are, and at all relevant times were, foreign corporations with their principal place of business located in the State of New York and doing business within the State of California.

10. Plaintiffs are informed and believe, and thereon allege, that defendant FGG Productions, Inc., (hereafter, "defendant FGG") is, and at all relevant times was, a corporation existing under the laws of the State of New York with its principal place of business located in the State of New York.

11. Plaintiffs are informed and believe, and thereon allege, that defendant Mason & Company (hereafter, "defendant Mason") is, and at all relevant times was, a corporation existing under the laws of the State of Virginia with its principal place of business located in the State of New York.

12. Plaintiff are unaware and ignorant of the true names and capacities of the defendants sued herein as DOES 1 through 10, inclusive, and therefore sue these defendants by such fictitious names. Plaintiffs will amend this complaint to allege their true names and capacities when ascertained. Plaintiffs are informed and believe, and thereon allege, that each of the fictitiously-named defendants is legally responsible in some manner for the occurrences herein alleged and that plaintiffs' damages as herein alleged were proximately and legally caused or contributed to by said defendants.

13. Plaintiffs are informed and believe, and thereon allege, that at all times relevant hereto, each of the defendants was the agent, employee or de facto partner, co-conspirator, and/or joint venturer with each of the remaining defendants and that the defendants, and each of them, were acting in concert with each other and within the course, scope and authority of such agency, employment, partnership, civil conspiracy and/or joint venture as to the acts and occurrences herein. The acts of the defendants, and each of them, as herein set forth were further knowingly or impliedly ratified, adopted and consented to by each and every other defendant.

14. Plaintiffs are informed and believe, and thereon allege, that defendants DOES 1 through 10, and each of them, are the owner or de facto owner of shares of stock and the de facto controlling interest(s) in defendants FGG and Mason and that there exists, and at all times herein mentioned there existed, a unity of interest and ownership and a common unlawful or inequitable purpose between said defendants and defendants FGG and Mason such that any individuality, distinction and/or separateness between said defendants and defendants FGG and Mason have legally ceased and that said defendants have operated, individually and collectively, as the alter egos of defendants FGG and Mason.

FACTS COMMON TO MORE THAN ONE CAUSE OF ACTION

15. On or about March 25, 1963, plaintiffs Brown and Sirico entered into a written agreement and contract with Sabina Records, Inc., (hereafter "the Sabina Contract") wherein plaintiffs Brown and Sirico agreed and contracted, among other terms, that all master-records, master-tapes and tapes recorded by said plaintiffs under the Sabina Contract, and any and all parts and phonograph records manufactured therefrom, together with the performances embodied thereon, would be the property of Sabina Records, Inc., "entirely and forever." The Sabina Contract also provided that it would be interpreted under the laws of the State of New York.

16. In consideration of the agreements set forth in the Sabina Contract, and as compensation for the perpetual rights to plaintiffs Brown's and Sirico's master recordings and recorded performances under such contract, Sabina Records, Inc., among other agreements and covenants, agreed and contracted to pay plaintiffs Brown and Sirico certain specified royalties based upon the sales of phonograph records embodying a musical composition performed by plaintiffs Brown and Sirico. Plaintiffs Brown and Sirico did, in fact, perform and record musical compositions under the Sabina Contract, performing under the professional name, "The Angels."

17. Plaintiffs are informed and believe, and thereon allege, that at no time did plaintiffs Brown or Sirico agree or contract that Sabina Records, Inc., would have any right to the use of the professional name under which said plaintiffs were performing, "The Angels."

18. At no time was plaintiff Davison a party to the Sabina Contract.

19. Plaintiffs are informed and believe, and thereon allege, that on or about March 25, 1963, and subsequent to the execution of the Sabina Contract, Sabina Records, Inc., assigned its rights and obligations arising under the Sabina Contract to defendants FGG and DOES 1 through 10.

20. In or about 1963, plaintiffs Brown, Davison, and Sirico, recording under their professional name, "The Angels," recorded various musical compositions and songs, including but not limited to "My Boyfriend's Back."

21. Plaintiffs are informed and believe, and thereon allege, that on or about June 13, 1963, plaintiffs Brown and Sirico entered into a written agreement and contract with defendants FGG and DOES 1 through 10 (hereafter "the FGG Contract"), wherein defendants FGG and DOES 1 through 10, among other agreements and covenants, agreed and contracted to pay plaintiffs Brown and Sirico certain specified royalties based upon the sales of phonograph records embodying musical compositions performed by plaintiffs Brown and Sirico. Plaintiffs are informed and believe, and thereon allege, that the FGG Contract provided that it was to be interpreted under the laws of the State of New York.

22. Plaintiffs are informed and believe, and thereon allege, that on or about June 13, 1963, and subsequent to the execution of the FGG Contract, defendants FGG and DOES 1 through 10 entered into agreements and contracts with defendants Mercury and Phonogram (and others presently unknown to plaintiffs, including defendants DOES 1 through 10), wherein defendants FGG and DOES 1 through 10 purported and attempted to grant, convey, and license to defendant Mercury and/or Phonogram (and/or others presently unknown to plaintiffs, including defendants DOES 1 through 10) the exclusive and perpetual rights to the master recordings of, and the use of, the compositions and performances recorded by plaintiffs Brown and Sirico, including, but not limited to, "My Boyfriend's Back."

23. Plaintiffs are informed and believe, and thereon allege, that defendants PolyGram and DOES 1 through 10 are the successors-in-interest to defendant Mercury and Phonogram and have assumed all of defendant Mercury's and Phonogram's rights and obligations under any and all of the above-described agreements and contracts with defendants FGG and DOES 1 through 10.

23a. Since defendants' first accounting to plaintiffs, in the early 1960's (which resulted in a one-time minimal payment to plaintiffs), plaintiffs have received no payments of any royalties of any kind up to and including the present date.

COUNT ONE
FIRST CAUSE OF ACTION BY PLAINTIFFS DAVISON AND SIRICO
FOR INFRINGEMENT OF A REGISTERED TRADEMARK AGAINST
DEFENDANTS FGG, POLYGRAM, MERCURY, AND DOES 1 THROUGH 10
[15 U.S.C. 1114]

24. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

25. The claim of plaintiffs Davison and Sirico arises under section 32 of the Lanham Act, 15 U.S.C. 1114, for infringement of registered trademark and service mark.

26. Plaintiffs Davison and Sirico are the owners of a service mark registration of the name, "The Angels," a copy of which is attached as Exhibit A and incorporated herein by this reference. This registration (USPTO Registration No. 1,874,267, registered January 17, 1995) was duly and lawfully issued by the United States Patent and Trademark Office and remains in full force and effect.

27. At all material times herein, plaintiffs Davison and Sirico have been and are engaged in providing entertainment services under the service mark "The Angels."

28. Plaintiffs first adopted and used the service mark "The Angels" to identify their entertainment services in or about 1961.

29. Plaintiffs have used the service mark "The Angels" since 1961 to identify their entertainment services as a musical singing group. In this connection, plaintiffs use their service mark on promotional materials, advertising, commercial products, personal appearances, and musical and vocal renditions as the singing group "The Angels."

30. Plaintiffs' services have been and continue to be advertised and provided throughout the United States, including California, under the service mark "The Angels." By virtue of advertising and sales, together with consumer acceptance and recognition, plaintiffs' mark identifies plaintiffs' entertainment services only, and distinguishes them from entertainment services provided by others. Plaintiffs' mark has thus become and is a valuable and unique asset symbolizing plaintiffs, their services, and their goodwill.

31. Plaintiffs are informed and believe, and thereon allege, that defendants FGG, PolyGram, and DOES 1 through 10, and each of them, with at least constructive notice of plaintiffs' ownership of the service mark "The Angels," market, sell, produce, manufacture, license, distribute, and exploit songs, music, musical compositions, and entertainment services under the name "The Angels" throughout the world without permission or authorization in violation of the registered mark designation.

32. Plaintiffs are informed and believe, and thereon allege, that defendants' use of the name, "The Angels," is a colorable imitation and unauthorized use of plaintiffs' registered service mark. Defendants use the name "The Angels" in interstate commerce and in a manner substantially affecting interstate commerce in connection with the marketing, sales, production, manufacturing, licensing, distribution, and exploitation of songs, music, musical compositions, and entertainment services. As such, defendants' use of the name "The Angels" is likely to cause confusion, mistake or deception among consumers as to the source, quality, and nature of defendants' entertainment services and goods.

33. Plaintiffs have advised defendants PolyGram and Mercury, by letter, of plaintiffs' ownership of both the service mark "The Angels" and the registration therefor, and have requested said defendants to immediately cease and desist from further use of the name "The Angels" as either a trade name or a service mark. Defendants PolyGram and Mercury have failed and refused, and continue to fail and refuse, to comply with plaintiffs' request.

34. Plaintiffs are informed and believe, and thereon allege, that as a proximate and legal result of advantage accruing to defendants' business from plaintiffs' nationwide advertising, sales, and consumer recognition, and as a proximate and legal result of confusion, deception, mistake, and a combination thereof, caused by defendants' wrongful advertising, sale and exploitation of their goods and services, as hereinabove alleged, bearing the name "The Angels," defendants have made substantial sales and profits in an amount to be proven at trial.

35. Plaintiffs are informed and believe, and thereon allege, that as a proximate and legal result of advantage accruing to defendants' businesses from plaintiffs' nationwide advertising, sales, and consumer recognition, and as a proximate and legal result of confusion, deception, mistake, and a combination thereof, caused by defendants' wrongful advertising, sale and exploitation of their goods and services, as hereinabove alleged, bearing the name "The Angels," plaintiffs have been deprived of substantial sales of their services in an amount to be proven at trial, and have been deprived of the value of their service mark as a commercial asset, in an amount to be proven at trial.

36. Defendants' heretofore alleged acts of trademark infringement and unfair competition have been committed with the full knowledge and intent to cause confusion and mistake, and to deceive.

37. Plaintiffs are informed and believe, and thereon allege, that unless restrained by this Court, defendants will continue to infringe plaintiffs' registered service mark, thus engendering a multiplicity of judicial proceedings, and pecuniary compensation will not afford plaintiffs adequate relief for the damage to their service mark in the public perception.

COUNT TWO
SECOND CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR FALSE DESIGNATIONS AND DESCRIPTIONS AGAINST
DEFENDANTS FGG, POLYGRAM, MERCURY AND DOES 1 THROUGH 10
[15 U.S.C. 1125(a)]

38. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

39. The claims of plaintiffs Brown, Davison, and Sirico arise under section 43 of the Lanham Act, 15 U.S.C. 1125(a).

40. At all material times herein, plaintiffs Brown, Davison, and Sirico, have been engaged in entertainment services under the professional name, "The Angels."

41. Plaintiffs Brown and Sirico first adopted and used the professional name "The Angels" to identify their entertainment services in or about 1961. Plaintiff Davison joined plaintiffs Brown and Sirico in approximately 1963 as part of the singing group, "The Angels," and in approximately 1963 adopted and used the professional name "The Angels" to identify her entertainment services as part of said singing group.

42. Plaintiffs Brown, Davison, and Sirico have used the professional name "The Angels" since the early 1960's to identify their entertainment services as the members of a musical singing group. In this connection, plaintiffs Brown, Davison, and Sirico have used the name "The Angels" on promotional materials, advertising, commercial products, personal appearances, and musical and vocal renditions to denote the members of the musical and singing group "The Angels."

43. Plaintiffs are informed and believe, and thereon allege, that defendants FGG, PolyGram, Mercury, and DOES 1 through 10 market, sell, produce, manufacture, license, distribute, and exploit songs, music, musical compositions, and entertainment services under the name "The Angels" throughout the world.

44. Plaintiffs are informed and believe, and thereon allege, that defendants FGG, PolyGram, Mercury, and DOES 1 through 10, in connection with their above-described activities relative to goods and services, use and have used in commerce the name "The Angels," use and have used in commerce a false and misleading description of fact, and use and have used a false and misleading representation of fact, all of which are likely to cause confusion, to cause mistake, and to deceive as to the affiliation, connection, or association of such defendants with other persons (to wit, plaintiffs, both individually and as a group under the professional name, "The Angels"), and which are likely to cause confusion, to cause mistake, and to deceive as to the sponsorship and approval of defendants' goods, services, and commercial activities by other persons (to wit, plaintiffs, both individually and as a group under the professional name, "The Angels").

45. As a proximate and legal result of the above-described actions and conduct of defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of them, plaintiffs have been damaged and are likely to be damaged in an amount to be proven at trial.

46. Plaintiffs are informed and believe, and thereon allege, that unless restrained by this Court, defendants FGG, PolyGram, Mercury, and DOES 1 through 10 will continue to engage in false designations and descriptions with respect to the use of the name, "The Angels," as alleged above, thus engendering a multiplicity of judicial proceedings, and pecuniary compensation will not afford plaintiffs adequate relief for the damages caused and likely to be caused by such conduct and actions on the part of said defendants.

COUNT THREE
THIRD CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON AND SIRICO
FOR UNFAIR COMPETITION AGAINST
DEFENDANTS FGG, POLYGRAM, MERCURY, AND DOES 1 THROUGH 10

47. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 46, inclusive, as though set forth in full.

48. Said acts of defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of them, constitute unfair competition and an infringement of plaintiffs' common-law rights in the use of the name and mark, "The Angels."

49. Since the early 1960's, plaintiffs have used the name and mark, "The Angels," to identify their entertainment services as a musical and singing group and to distinguish them from entertainment services provided by others. The name and mark, "The Angels," has become the exclusive property of plaintiffs by reason of plaintiffs' exclusive prior and continuous use.

50. By reasons of plaintiffs' prior and continuous use of the name and mark, "The Angels," the name has acquired a meaning exclusively identified with the entertainment services and products of plaintiffs so as to indicate only plaintiffs' products and entertainment services and plaintiffs' alone.

51. Defendants FGG, PolyGram, Mercury, and DOES 1 through 10 have released and sold to the public, and have authorized third parties to release and sell to the public, phonograph records, CD's, tape recordings, and other products in various media displaying the name, "The Angels," in connection with products not approved by, sponsored by, authorized by, or affiliated with, plaintiffs.

52. Defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of them, have infringed plaintiffs' name and mark, "The Angels," as alleged herein with the full knowledge and intent to deceive the public into believing that goods sold by said defendants, and each of them, embodying performances and compositions recorded by plaintiffs, were approved by, sponsored by, authorized by, or affiliated with, plaintiffs. Defendants' actions as alleged herein were committed with the full knowledge and intent to pass off and palm off defendants' above-described goods as goods of plaintiffs, and with the full knowledge and intent to deceive and defraud the public.

53. The acts as herein alleged of defendants FGG, PolyGram, Mercury, and DOES 1 through 10 have created confusion and are likely to create confusion in the minds of a substantial portion of reasonable members of the public purchasing said defendants' goods.

54. Plaintiffs have the right to license and exploit the use of the name and mark, "The Angels." If defendants FGG, PolyGram, Mercury, and DOES 1 through 10 were to cease their unauthorized use of such name and mark, plaintiffs could realize income and profits from the licensing and exploitation of such name and mark. Said defendants' acts as herein alleged have created confusion in the minds of the public purchasing said defendants' goods and thereby diverted profits and royalties from plaintiffs to defendants, all to the injury of plaintiffs.

55. Plaintiffs have been damaged by reason of the acts of defendants FGG, PolyGram, Mercury, and DOES 1 through 10 alleged herein by the loss of royalties and profits, by the loss of the right to license and exploit the name and mark, "The Angels," and in the unjust enrichment of profits accruing to said defendants which would have accrued to plaintiffs but for said defendants' actions, all to plaintiffs' damages in an amount to be proven at trial.

56. Defendants FGG, PolyGram, Mercury, and DOES 1 through 10 threaten to continue to do the acts complained of herein, and unless restrained and enjoined, will continue do do so, all to plaintiffs' irreparable damage. It would be difficult to ascertain the amount of compensation which could afford plaintiff adequate relief for such continuing acts, and a multiplicity of judicial proceedings would be required. Plaintiffs' remedy at law is not adequate to compensate them for injuries threatened.

COUNT FOUR
FOURTH CAUSE OF ACTION BY PLAINTIFFS BROWN AND SIRICO
FOR BREACH OF CONTRACT AGAINST
DEFENDANTS FGG, AND DOES 1 THROUGH 10

57. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

58. At all times herein referenced, plaintiffs were recording artists who authored sound recordings and musical compositions under the professional name, "The Angels."

59. Under the terms of the Sabina Contract (as assigned to defendants FGG and DOES 1 through 10) and the FGG Contract, plaintiffs Brown and Sirico produced and recorded sound recordings and musical compositions and defendants FGG and DOES 1 through 10 in turn agreed to provide accountings to, and to pay royalties to plaintiffs Brown and Sirico, on a periodic basis, for said defendants' manufacturing, licensing, and sales activities, according to royalty schedules specified in the Sabina Contract and the FGG Contract. Plaintiffs Brown and Sirico did in fact author various sound recordings and musical compositions which they delivered to defendants FGG and DOES 1 through 10.

60. Plaintiffs have performed all conditions and covenants to be performed by them under the Sabina Contract and the FGG Contract.

61. Since the mid-1960's, and continuing to this day, on each semi-annual due date for an accounting of royalties due and owing to plaintiffs and for payment of such royalties due and owing to plaintiffs, defendants FGG and DOES 1 through 10 have failed and refused to account to plaintiffs and to pay plaintiffs the royalties which are due them. Each and every semi-annual failure and refusal by defendants FGG and DOES 1 through 10 to provide an accounting and to make payment of the royalties due and owing to plaintiffs has constituted a single and distinct breach of the Sabina Contract (as assigned to defendants FGG and DOES 1 through 10) and the FGG Contract.

62. As a direct and proximate and legal result of the actions as herein alleged of defendants FGG and DOES 1 through 10, plaintiffs have been damaged in a sum and value in excess of $75,000, exclusive of costs and interest, for their lost and unpaid royalties. Furthermore, plaintiffs are informed and believe, and thereon allege that defendants FGG and DOES 1 through 10 threaten to continue to do the acts complained of herein, namely the refusal and failure to pay plaintiffs their royalties earned under the aforementioned contracts and, despite repeated demands, have continued to refuse and fail to pay such royalties, and, unless restrained and enjoined, will continue to do so, all to plaintiffs' irreparable damage. It would be difficult to ascertain the amount of compensation which could afford plaintiffs adequate relief for such continuing acts, and a multiplicity of judicial proceedings would be required. Plaintiffs' remedies at law are not adequate to compensate them for injuries threatened.

COUNT FIVE
FIFTH CAUSE OF ACTION BY PLAINTIFFS BROWN AND SIRICO
FOR RESCISSION AGAINST
DEFENDANTS FGG AND DOES 1 THROUGH 10

63. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

64. Except for one accounting and its corresponding minimal royalty payment rendered to plaintiffs in the early 1960's, defendants FGG and DOES 1 through 10 have wrongfully failed and refused to account to plaintiffs and to pay plaintiffs the royalties which are due them as a result of the sales of recordings made from masters-recordings of songs and musical compositions recorded by plaintiffs under the Sabina Contract and the FGG Contract.

65. Plaintiffs are informed and believe, and thereon allege, that at the time that defendants FGG and DOES 1 through 10 entered into the FGG Contract with plaintiffs and at the time that said defendants induced plaintiffs to consent and agree to the assignment of the Sabina Contract to defendants FGG and DOES 1 through 10, defendants FGG and DOES 1 through 10 falsely and fraudulently represented to plaintiff that they would, in fact, pay royalties to plaintiffs as a result of the sales of recordings made from master-recordings of songs and musical compositions recorded and to be recorded by plaintiffs under the Sabina Contract and the FGG Contract. Plaintiffs are informed and believe, and thereon allege, that defendants FGG and DOES 1 through 10 did so knowing the representations to be false and with the full knowledge and intent to deceive plaintiffs and to induce them to enter into the FGG Contract, and to consent and agree to the assignment of the Sabina Contract to defendants FGG and DOES 1 through 10.

66. The representations made by defendants FGG and DOES 1 through 10 were in fact false. The true facts were that defendants FGG and DOES 1 through 10 had no intention of making timely and complete payments of royalties due and owing to plaintiffs as a result of the sales of recordings made from master-recordings of songs and musical compositions recorded and to be recorded by plaintiffs under the Sabina Contract and the FGG Contract.

67. At the time the representations were made, at the time plaintiffs entered into the FGG Contract, at the time plaintiffs consented and agreed to the assignment of the Sabina Contract to defendants FGG and DOES 1 through 10, and at the time plaintiffs rendered their performances under the Sabina Contract and the FGG Contract, plaintiffs did not know the representations were false, but believed them to be true and reasonably relied on them. Had plaintiffs known the true facts, they would not have entered into the contracts and would not have rendered performance thereunder.

68. Plaintiffs have performed all conditions and covenants to be performed by them under the Sabina Contract and the FGG Contract.

69. Since the mid-1960's, and continuing to this day, defendants FGG and DOES 1 through 10 have failed and refused to account to plaintiffs and to pay plaintiffs the royalties which are due them, in breach of the Sabina Contract and the FGG Contract.

70. Under the terms of the Sabina Contract and the FGG Contract, plaintiffs have delivered to defendants FGG and DOES 1 through 10 master-recordings performed by plaintiffs.

71. In or about 1994, plaintiffs discovered the true facts, upon learning that defendants FGG and DOES 1 through 10 were, in fact, receiving royalties and payments from third parties, including defendants PolyGram, Mercury, and DOES 1 through 10, on account of the sales and licensing of recordings and other products made from master-recordings performed and provided by plaintiffs.

72. Plaintiffs will suffer substantial harm and injury under the Sabina Contract and the FGG Contract if they were not rescinded in that as a result of the conduct of defendants FGG and DOES 1 through 10, plaintiffs will be deprived of their bargain and will be unable to receive any royalties or profits from the sales of recordings and products made from master-recordings performed and provided by plaintiffs.

73. Plaintiffs intend service of the summons and complaint in this action to serve as notice of rescission of the Sabina Contract and the FGG Contract, and hereby demand that defendants FGG and DOES 1 through 10 restore plaintiffs the consideration furnished by plaintiffs, specifically, the return of all original master-recordings performed by, recorded by, and provided by plaintiffs, along with all rights and title thereto, in addition to any and all royalties and payments due to plaintiffs under the terms of the Sabina Contract and the FGG Contract.

COUNT SIX
SIXTH CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR OPEN BOOK ACCOUNT
AGAINST DEFENDANTS FGG, MASON, AND DOES 1 THROUGH 10

74. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a and 57 through 62, inclusive, as though set forth in full.

75. Plaintiffs are informed and believe, and thereon allege, that defendants FGG, Mason and DOES 1 through 10 have received and been paid royalties by third parties, including defendants PolyGram, Mercury, and DOES 1 through 10, which royalty payments were made as a result of the licensing and sales of recordings and other products made from master-recordings of songs and musical compositions recorded by plaintiffs and which royalty payments included payments and monies due and owing to plaintiffs.

76. Within six years last past, defendants FGG, Mason, and DOES 1 through 10 became indebted to plaintiffs on an open book account for moneys due in a sum in excess of $75,000.00, exclusive of interest and costs, for services performed and/or goods delivered by plaintiffs to said defendants at defendants' special insistence and request and for which said defendants agreed to pay a sum based on their income therefrom.

77. Neither the whole nor any part of the sum due has been paid, although demand therefor has been made, and there is now due, owing, and unpaid a sum in excess of $75,000.00, exclusive of interest and costs.

COUNT SEVEN
SEVENTH CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR MONEY HAD AND RECEIVED
AGAINST DEFENDANTS FGG, MASON, AND DOES 1 THROUGH 10

78. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, 57 through 62, and 75, as though set forth in full.

79. Within six years last past, defendants FGG, Mason and DOES 1 through 10 became indebted to plaintiffs in a sum in excess of $75,000.00, exclusive of interest and costs, for money had and received by defendants FGG, Mason and DOES 1 through 10 for the use and benefit, and on the account of, plaintiffs. Defendants FGG, Mason and DOES 1 through 10 have received money from third parties, including but not limited to defendants PolyGram and Mercury, representing the payment of royalties on account of the sales and licensing of recordings of songs and musical compositions recorded and performed by plaintiffs.

80. Neither the whole nor any part of the sum due has been paid, although demand therefor has been made, and there is now due, owing, and unpaid a sum in excess of $75,000.00, exclusive of interest and costs.

STRONG>
COUNT EIGHT
EIGHTH CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR CONSTRUCTIVE TRUST
AGAINST ALL DEFENDANTS

81. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 80, inclusive, as though set forth in full.

82. By reason of all of the facts hereinabove alleged, defendants FGG, Mason, PolyGram, Mercury, and DOES 1 through 10, and each of them, hold and will hold all master recordings of performances recorded by plaintiffs, individually and professionally as "The Angels," and all tangible things embodying such recorded performances as constructive trustee for the use and benefit of plaintiffs. Plaintiffs request this Court to declare that defendants are such constructive trustees and to order defendants to deliver and transfer to plaintiffs all master recordings embodying recorded performances of plaintiffs, individually and professionally as "The Angels," and all associated intellectual property rights therein, if any, which are presently in the possession of any defendant or which may hereafter come into existence, together with all tapes, discs and other tangible things embodying such recorded performances and to account, and pay over, to plaintiffs any and all proceeds therefrom.

COUNT NINE
NINTH CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR ACCOUNTING
AGAINST ALL DEFENDANTS

83. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

84. Pursuant to and as a part of the Sabina Contract and the FGG Contract, and any and all contracts, agreements, and licensing agreements arising therefrom, defendants FGG, Mason, and DOES 1 through 10 received all monies and consideration for plaintiffs, individually and professionally as "The Angels." However, in violation of the terms of the Sabina Contract and the FGG Contract, defendants FGG, Mason, and DOES 1 through 10 have failed to properly account to plaintiffs for sums owing under said contracts.

85. Pursuant to and as a part of the Sabina Contract and the FGG Contract, as well as pursuant to and as a part of any and all agreements and contracts with defendants FGG and DOES 1 through 10, and any and all contracts, agreements, and licensing agreements arising therefrom, defendants PolyGram, Mercury, and DOES 1 through 10 received all monies, consideration, and income for plaintiffs, individually and professionally as "The Angels," including plaintiffs' share of any royalties or licensing fees to be paid to defendants FGG and DOES 1 through 10. However, in violation of the terms of the Sabina Contract and the FGG Contract, and in violation of the terms of any and all agreements with defendants FGG and DOES 1 through 10, and in violation of the obligations arising under said agreements and contracts, defendants PolyGram, Mercury, and DOES 1 through 10 have failed to properly account to plaintiffs for sums owing under said contracts.

86. Plaintiffs are informed and believe, and thereon allege, that there is now and due owing to plaintiffs from defendants FGG, Mason, PolyGram, Mercury, and DOES 1 through 10 certain assets, income, and royalty payments of plaintiffs, and that defendants have in their possession monies, and will have monies, which monies belong to plaintiffs under the Sabina Contract and the FGG Contract, including any and all agreements and contracts arising therefrom, the exact amount of which is unknown to plaintiffs and cannot be ascertained without an accounting. Plaintiffs are entitled to an accounting to determine all amounts owing to plaintiffs under said agreements and contracts.

COUNT TEN
TENTH CAUSE OF ACTION BY PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR FRAUD AGAINST DEFENDANTS FGG AND DOES 1 THROUGH 10

87. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

88. Pursuant to the Sabina Contract and the FGG Contract, and pursuant to plaintiff Davison's property interests in her sound recordings, defendants FGG and DOES 1 through 10, and each of them, were obligated, contractually and otherwise, to make certain payments of royalties and certain periodic accountings to plaintiffs. Plaintiffs are informed and believe, and thereon allege, that defendants FGG and DOES 1 through 10, and each of them, falsely and fraudulently represented to plaintiffs that payments of royalties were not forthcoming because the sales and licensings of certain sound recordings were of insufficient quantity to require the payments of such royalties.

89. With respect to the false and fraudulent representations made to plaintiffs by defendants, as alleged in the preceding paragraph, such oral representations and statements were made by defendants FGG and DOES 1 through 10, which persons were authorized to speak for all other defendants on account of their positions with said defendants as officer, partner, director, shareholder, managing agent, and fiduciary.

90. Defendants FGG and DOES 1 through 10 concealed and suppressed certain facts, including but not limited to, the exact and true amount of income generated through the sales and licensings of certain sound recordings (including, but not limited to "My Boyfriend's Back"), and the exact and true amount of royalties owing to plaintiffs under the Sabina Contract and the FGG Contract. Each such concealment and suppression of certain facts occurred at each semi-annual due date for an accounting and the payment of royalties when defendants FGG and DOES 1 through 10 failed to provide such an accounting and failed to make payment of any royalties due to plaintiffs since the early 1960's to the present day.

91. Plaintiffs did not discover the fraud and deceit committed by defendants, and each of them, and could not have reasonably discovered such fraud and deceit, until approximately November 8, 1993, when plaintiffs were informed by defendants PolyGram and Mercury that defendant FGG was the "sole payee" of all royalties under the June 13, 1963, contract between defendant FGG and defendant Mercury, as predecessor-in-interest to defendant PolyGram.

92. Defendants FGG and DOES 1 through 10 made representations to plaintiffs with knowledge of or in reckless disregard of their falsity and with the full knowledge and intent to defraud and deceive plaintiffs into acting in reliance on these representations.

93. Without knowledge of the concealment and suppression of facts stated above, plaintiffs were, at all times relevant, ignorant of the falsity of defendants' representations and believed them to be true. In reasonable and justifiable reliance on these representations, plaintiffs acted upon the inaccurate representations by failing to pursue collection of unpaid and owing royalties from defendants and to take other steps to prevent future failures to make such royalty payments.

94. The failure to disclose information and suppressions of information herein alleged to have been made by defendants FGG and DOES 1 through 10, and each of them, were made with the full knowledge and intent to induce plaintiffs to act in a certain manner, that is, to believe that the sales and licensings of certain sound recordings (including, but not limited to, "My Boyfriend's Back") were of insufficient quantity to justify the payment of royalties to plaintiffs and to forego any attempts at collecting unpaid and owing royalties and to forego taking other steps to prevent future failures to make such royalty payments.

95. As a proximate and legal result of the fraud and deceit of the defendants FGG and DOES 1 through 10, and each of them, plaintiffs have been damaged in an amount in excess of $75,000.00, exclusive of interest and costs, the precise amount of which is presently unknown to plaintiffs. Upon ascertainment of the true amount of plaintiffs' damages, plaintiffs will seek leave of Court to amend this complaint to set forth the full and complete amount thereof.

96. Defendants FGG and DOES 1 through 10, and each of them, had advance and continuing knowledge of the fraud and deceit of defendants and continued to engage in the sales and licensing of certain sound recordings (including, but not limited to, "My Boyfriend's Back") without making any royalty payments or periodic accountings to plaintiffs, thereby ratifying the wrongful conduct of defendants' employees, officers, and agents.

97. In doing the acts alleged herein, defendants FGG and DOES 1 through 10, and each of them, acted fraudulently, oppressively, and maliciously. Plaintiffs are therefore entitled, in addition to actual damages, to punitive and exemplary damages.

COUNT ELEVEN
ELEVENTH CAUSE OF ACTION BY PLAINTIFF DAVISON
AGAINST DEFENDANTS FGG AND DOES 1 THROUGH 10

98. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 23a, inclusive, as though set forth in full.

99. Plaintiff Davison was not a party to, nor a signatory to, the Sabina Contract nor the FGG Contract. The FGG defendants have sold, exploited, distributed, licensed, possessed, and taken certain master sound recordings (including, but not limited to, "My Boyfriend's Back") (and have authorized third parties to sell, exploit, distribute, license, possess and take certain master recordings (including, but not limited to, "My Boyfriend's Back")), in which plaintiff Davison was one of the recording artists as part of the singing group, "The Angels." Plaintiff Davison has never contractually provided any defendant with, and has never assigned or transferred to any defendant, any of her rights of ownership in the sound recordings. Therefore, plaintiff Davison has a property right in all master sound recordings in which she was one of the creating and recording artists, and shares equally in the licensing and exploitation rights and titles to all such master sound recordings.

100. Defendants FGG and DOES 1 through 10 have wrongfully converted to their own use the master sound recordings (including, but not limited to, "My Boyfriend's Back") in which plaintiff Davison was one of the creating and recording artists by physically and wrongfully taking and possessing such master sound recordings. Defendants FGG and DOES 1 through 10 have also wrongfully converted to their own use the rights to license, distribute, and exploit all such master sound recordings. Such actions on the part of defendants FGG and DOES 1 through 10 have wrongfully deprived plaintiff Davison of her property rights and interests in such master sound recordings.

101. Each time that defendants FGG and DOES 1 through 10 have licensed or marketed to third parties the aforementioned master sound recordings, or the rights and title thereto, constitutes a separate and distinct conversion of plaintiff Davison's property rights and interests in such master sound recordings.

102. As a proximate and legal result of the above-described conversions of plaintiff's property rights and interests, committed by defendants FGG and DOES 1 through 10, plaintiff Davison has been damaged and is likely to be damaged in an amount to be proven at trial, which amount is in excess of $75,000, exclusive of costs and interest.

COUNT TWELVE
TWELFTH CAUSE OF ACTION BY PLAINTIFF DAVISON
FOR INJUNCTION AGAINST
DEFENDANTS FGG, POLYGRAM, MERCURY, AND DOES 1 THROUGH 10

103. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 102, inclusive, as though set forth in full.

104. Plaintiff Davison is informed and believes, and thereon alleges that defendants FGG, PolyGram, Mercury, and DOES 1 through 10 threaten to continue to do the acts complained of herein, and unless restrained and enjoined, will continue to do so, all to plaintiff Davison's irreparable damage. This includes, but is not limited to, the fact that said defendants will continue to license and market to third parties the aforementioned master sound recordings, or the rights and title thereto, in violation of plaintiff Davison's property rights and interest, unless restrained and enjoined. It would be difficult to ascertain the amount of compensation which could afford plaintiff adequate relief for such continuing acts, and a multiplicity of judicial proceedings would be required. Plaintiff Davison's remedy at law is not adequate to compensate her for injuries threatened.

COUNT THIRTEEN
THIRTEENTH CAUSE OF ACTION BY
PLAINTIFFS BROWN, DAVISON, AND SIRICO
FOR DECLARATORY RELIEF AGAINST ALL DEFENDANTS

105. Plaintiffs herein reallege and incorporate by this reference the allegations of paragraphs 1 through 104, inclusive, as though set forth in full.

106. An actual controversy has arisen and now exists between the parties relating to the legal rights and duties of plaintiffs and defendants with respect to the above-alleged contracts and agreements and with respect to the ownership of title and rights to musical compositions and recordings made by plaintiffs.

107. A declaratory judgment is necessary in that plaintiffs are informed and believe, and thereon allege, that the above-alleged contracts and agreements are invalid and void for lack of consideration and as a result of defendants' fraud in the inducement and in that plaintiffs contend that they exclusively have ownership of all title and rights to musical compositions and recordings made by plaintiffs.

PRAYER FOR RELIEF

WHEREFORE, plaintiffs pray:

AS TO PLAINTIFFS' FIRST CAUSE OF ACTION FOR TRADEMARK INFRINGEMENT (PLAINTIFFS DAVISON AND SIRICO):

108. That this Court grant an injunction pursuant to the powers granted it under 15 U.S.C. 1116, enjoining and restraining defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of such defendants' agents, servants, and employees, from directly or indirectly using the name, "The Angels," or any other mark, word, or name similar to plaintiffs' mark which is likely to cause confusion or mistake or to deceive.

109. That this Court, pursuant to the powers granted it under 15 U.S.C. 1118, order that all labels, signs, prints, packages, wrappers, receptacles, and advertisements in the possession of defendants FGG, PolyGram, Mercury, and DOES 1 through 10 bearing the mark, "The Angels," and all plates, molds, matrices and other means of making the same, shall be delivered up and destroyed.

110. That defendants FGG, PolyGram, Mercury, and DOES 1 through 10 be required to account to plaintiffs for any and all profits derived by said defendants from the sale of their goods and for all damages sustained by plaintiffs by reason of said acts of trademark infringement.

111. That the Court award plaintiffs treble the amount of actual damages suffered by plaintiffs as provided for under 15 U.S.C. 1117.

112. That the Court award plaintiffs punitive damages to punish defendants for their conduct.

113. That costs of this action, attorneys' fees and prejudgment interest be awarded plaintiffs.

114. That this is an exceptional case under 15 U.S.C. 1117(a), and that plaintiffs be awarded their reasonable attorneys' fees.

115. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' SECOND CAUSE OF ACTION FOR FALSE DESIGNATION AND DESCRIPTIONS (PLAINTIFFS BROWN, DAVISON AND SIRICO):

116. That this Court grant an injunction enjoining and restraining defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of such defendants' agents, servants, and employees from (1) directly or indirectly using the name "The Angels" or any other mark, word, or name similar to plaintiffs' mark which is likely to cause confusion and (2) continuing any and all acts of unfair competition as herein alleged.

117. That defendants FGG, PolyGram, Mercury, and DOES 1 through 10 be required to account to plaintiffs for any and all profits derived by said defendants from the sale of their goods and for all damages sustained by plaintiffs by reason of said acts of unfair competition complained of herein.

118. That the Court award plaintiffs treble the amount of actual damages suffered by plaintiffs as provided for under 15 U.S.C. 1117.

119. That the Court award plaintiffs punitive damages to punish defendants for their conduct.

120. That costs of this action, attorneys' fees and prejudgment interest be awarded plaintiffs.

121. That this is an exceptional case under 15 U.S.C. 1117(a), and that plaintiffs be awarded their reasonable attorneys' fees

122. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' THIRD CAUSE OF ACTION FOR UNFAIR COMPETITION (PLAINTIFFS BROWN, DAVISON AND SIRICO):

123. That the Court award plaintiffs monetary damages in an amount to be proven at trial.

124. That the Court grant an injunction enjoining and restraining defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of such defendants' agents, servants, and employees from (1) directly or indirectly using the name "The Angels" or any other mark, word, or name similar to plaintiffs' mark which is likely to cause confusion; and (2) continuing any and all acts of unfair competition as herein alleged.

125. That defendants FGG, PolyGram, Mercury, and DOES 1 through 10 be required to account to plaintiffs for any and all profits derived by said defendants from the sale of their goods and for all damages sustained by plaintiffs by reason of said acts of unfair competition complained of herein.

126. That costs of this action, attorneys' fees and prejudgment interest be awarded plaintiffs.

127. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' FOURTH CAUSE OF ACTION FOR BREACH OF CONTRACT (PLAINTIFFS BROWN AND SIRICO):

128. That the Court award plaintiffs monetary damages in an amount to be proven at trial, in excess of $75,000, exclusive of costs and interest.

129. That the Court grant an injunction enjoining and restraining defendants FGG and DOES 1 through 10, and each of such defendants' agents, servants, and employees, from continuing to refuse and fail to pay and remit to plaintiffs all royalties payments due under the aforementioned contracts and ordering that all future royalty payments due to plaintiffs under the aforementioned contracts be paid directly to plaintiffs as opposed to being paid in trust to defendants FGG and DOES 1 through 10.

130. That costs of this action, attorneys' fees and prejudgment interest be awarded plaintiffs.

131. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' FIFTH CAUSE OF ACTION FOR RESCISSION (PLAINTIFFS BROWN AND SIRICO):

132. That the Court issue an order rescinding both the Sabina Contract and the FGG Contract, and issue an order that defendants FGG and DOES 1 through 10 restore to plaintiffs the consideration furnished by plaintiffs, specifically, the return of all original master-recordings performed by, recorded by, and provided by plaintiffs, along with all rights and title thereto, in addition to any and all royalties and payments due to plaintiffs under the terms of the Sabina Contract and the FGG Contract.

133. That the Court award plaintiffs monetary damages in an amount to be proven at trial, in excess of $75,000, exclusive of costs and interest.

134. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

135. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' SIXTH CAUSE OF ACTION FOR OPEN BOOK ACCOUNT (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

136. That the Court award plaintiffs monetary damages in an amount to be proven at trial, in excess of $75,000, exclusive of costs and interest.

137. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

138. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' SEVENTH CAUSE OF ACTION FOR MONEY HAD AND RECEIVED (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

139. That the Court award plaintiffs monetary damages in an amount to be proven at trial, in excess of $75,000, exclusive of costs and interest.

140. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

141. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' EIGHTH CAUSE OF ACTION FOR CONSTRUCTIVE TRUST (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

142. That the Court issue an order declaring that all defendants are constructive trustees of all master recordings of performances recorded by plaintiffs, individually and professionally as "The Angels," and all tangible things embodying such recorded performances, and that such defendants are such constructive trustees for the use and benefit of plaintiffs; and that the Court order all defendants to deliver to plaintiffs all master recordings embodying recorded performances of plaintiffs, individually and professionally as "The Angels," which are presently in the possession of any defendant or which may hereafter come into existence, together will all tapes, discs, and other tangible things in any and all media embodying such recorded performances and to account, and to pay over, to plaintiffs any and all proceeds therefrom.

143. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

144. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' NINTH CAUSE OF ACTION FOR ACCOUNTING (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

145. That the Court issue an order requiring an accounting of all assets, income, and royalty payments due and owing to plaintiffs from all defendants.

146. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

147. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' TENTH CAUSE OF ACTION FOR FRAUD (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

148. That the Court award plaintiffs monetary damages in an amount to be proven at trial, in excess of $75,000, exclusive of costs and interest.

149. That the Court award plaintiffs punitive damages to punish defendants for their conduct.

150. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

151. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFF'S TWELFTH CAUSE OF ACTION FOR INJUNCTION (PLAINTIFF DAVISON):

152. That the Court grant an injunction enjoining and restraining defendants FGG, PolyGram, Mercury, and DOES 1 through 10, and each of such defendants' agents, servants, and employees from continuing to convert or otherwise dispossess plaintiff of her property rights and interests in the master sound recordings, including, but not limited to, enjoining and restraining said defendants from continuing to license and market to third parties, plaintiff's master sound recordings, or the rights and title thereto, in violation of plaintiff Davison's property rights and interest.

153. That costs of this action, attorneys' fees, and prejudgment interest be awarded plaintiffs.

154. That the Court grant such other and further relief as it shall deem just.

AS TO PLAINTIFFS' THIRTEENTH CAUSE OF ACTION FOR DECLARATORY RELIEF (PLAINTIFFS BROWN, DAVISON, AND SIRICO):

155. That the Court declare the respective rights and duties of plaintiffs and defendants as to the contracts and agreements identified and alleged herein and as to ownership of title and rights to musical compositions and recordings made by plaintiffs.



156. That costs of this action, attorneys' fees, and prejudgment interest, be awarded plaintiffs.

157. That the Court grant such other and further relief as it shall deem just.

DEMAND FOR JURY TRIAL

Plaintiffs hereby demand a jury trial as to all issues raised by this Complaint.

Dated: July 1, 1998

DRYDEN, MARGOLES, SCHIMANECK, KELLY & WAIT

_____________________________
MICHAEL C. OSBORNE
Attorneys for plaintiffs
BARBARA ALLBUT BROWN,
PEGGY SANTIGLIA DAVISON, and
PHYLLIS ALLBUT SIRICO

PRO HAC VICE


On July 21, 1998, the Honorable Dickran Tevrizian, Judge Presiding, granted the application of DIANE LEIGH DAVISON for permission to appear in this action pro hac vice.

DIANE LEIGH DAVISON, ESQUIRE
The Law Offices of Diane Leigh Davison
1517 Reisterstown Road, Suite 101
Baltimore, Maryland 21208
Tel: (410) 486-0900
Fax: (410) 486-0901
Email:

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