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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 1 of 34

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Christopher A. LaVoy (SB# 016609)


Tiffany & Bosco, P.A.
Seventh Floor Camelback Esplanade II
2525 East Camelback Road
Phoenix, Arizona 85016-9240
Telephone: (602) 255-6000
Facsimile: (602) 255-0103
E-Mail: cal@tblaw.com
Connie J. Mableson (SB# 010665)
Connie J. Mableson, PLLC
1938 East Osborn Road
Phoenix, Arizona 85016
Telephone: 602-277-8100
E-Mail: connie@mablesonlaw.com

Attorneys for Plaintiff

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UNITED STATES DISTRICT COURT

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DISTRICT OF ARIZONA

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Case No. 2:15-cv-02111-GMS

Whirled Music Publishing, Inc., an Arizona


corporation,

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Plaintiff,

FIRST AMENDED COMPLAINT

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v.
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John A. Costello, III and Jennifer Costello,


husband and wife,

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Defendants.

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For its Complaint, plaintiff Whirled Music Publishing, Inc. (Whirled) alleges as
follows:
Overview of Action

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1.

Whirled brings this action for a declaratory judgment confirming its

ownership of the copyrights to certain music that former employee John A. Costello

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 2 of 34

composed for Whirled and/or contributed to Whirled in exchange for shares in the

corporation. Whirled also sues Costello for trademark infringement.


The Parties

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2.

Plaintiff Whirled is an Arizona corporation with its principal place of

business in Maricopa County, Arizona.


3.

Defendants John and Jennifer Costello, husband and wife, reside in Maricopa

County, Arizona. The Costellos were acting for the benefit of their marital community at

all times relevant hereto.


Jurisdiction and Venue

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4.

This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1331 and

1338, and pursuant to the doctrine of supplemental jurisdiction.


5.

Venue is proper in this district under 28 U.S.C. 1391 and 1400(a).

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Facts Common to All Counts

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The Formation of Whirled

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6.

In 2002, a small group of talented and respected musicians established

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Whirled primarily to place music in television shows, televised sporting events, and films.

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The company has grown to accumulate and own a large catalogue of music spanning over

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nine decades that is marketed under several genre-specific brands, including Wild Whirled

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Music, Whirled Music, Trailerville Music, Muzik Headz, Fervor Records, Vintage

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Masters, Fervor Records Vintage Masters, and Cue Sheet Music. The company represents

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hundreds of songwriters and composers worldwide.

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7. Whirled licenses its music in its catalogue for a fee and the right to receive

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performance royalties. A performance royalty is paid every time a song is played.

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Publishers and songwriters register with a performance rights organizations (PROs) such

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as Broadcast Music, Inc. (BMI) to collect performance royalties on their behalf. PROs

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like BMI pay the music publishing company and songwriters based on the actual use of the

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 3 of 34

compositions. Once a composition is registered with the PRO, no changes can be made to

that registration without the consent of the music publishing company and all of the

songwriters.

8. Whirleds shareholders include John Costello and David Hilker, each holding

26.323% of the companys shares and both sitting on its board. Hilker is also the

companys CEO and President. Costello was formerly its Secretary.

9. Hilker and Costello are longtime musical collaborators and business partners.

They received their respective shares in Whirled in exchange for contributing the

copyrights and publishing interests to certain musical compositions and related sound

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recordings they jointly held through a pre-existing co-author agreement and several pre-

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existing partnership(s). Such contribution is described in the May 20, 2002 minutes of

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Whirleds first board meeting (see Exhibit 1).

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10.

Whirleds catalogue generally consists of musical compositions and sound

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recordings contributed at Whirleds formation by Hilker and Costello through their several

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pre-existing partnerships; music composed and sound recordings produced by staff

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songwriters, including until recently Costello; and music acquired by copyright assignment

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from third-parties, often through catalogue acquisitions.


Costellos Employment as a Staff Songwriter

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Costello was among the musicians who started Whirled and a full-time staff

songwriter at the company until his employment was terminated on December 31, 2014.
12.

Whirled paid Costello an annual salary ($64,500 in 2014) plus granted him a

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writers share of performance royalties. With respect to the writers share, Costello and

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Hilker requested that it be split equally between them for the compositions that each solely

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wrote for Whirled by listing them both as co-writers on such compositions, just as they

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shared attribution and royalties through their pre-existing co-author agreement and their

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several pre-existing partnerships, which Whirled did.

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 4 of 34

13.

Costello and Hilker have shared attribution and royalties in this manner for

nearly thirty years, through their partnership agreements. Whirled listed Costello and

Hilker as co-writers with BMI on all songs they wrote together or separately pursuant to

their request and pursuant to their pre-existing co-author agreement and their several pre-

existing partnerships.

14.

Whirleds payroll and tax records, as well as Costellos own tax records,

reflect his status as an employee. Whirled paid the employers share of FICA withholdings

for Costello. Whirled also provided Costello valuable employee benefits, including a cell

phone, musical equipment stipend, vacation pay, a health insurance stipend, and

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contributing to his retirement plan.


15.

Consistent with the employment relationship, Whirled directed and

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supervised significant aspects of Costellos work, including specifying musical genres,

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song duration, rhythms, beats, tempos, arrangements, song formats, and other aspects of

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the songwriting process.


Costellos Assertion of Copyright Ownership

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For a variety of reasons including significant changes in the music publishing

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industry, Whirled made the difficult decision in late 2015 to eliminate Costellos

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songwriter position at the company. This did not affect his roles as a shareholder and

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director. The company no longer employs any staff songwriters.

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After Whirled terminated Costellos employment on December 31, 2014,

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Costello asserted, for the first time, that he was an independent contractor rather than an

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employee. He did this as part of claiming the copyrights to the musical works he composed

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and recorded for Whirled.

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Costello refused multiple requests by Whirled to acknowledge and

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memorialize, in an industry-standard acceptable form and content, the companys

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ownership of these copyrights.

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 5 of 34

19.

With respect to the compositions and sound recordings Costello and Hilker

contributed for their shares in Whirled through their several pre-existing partnerships,

Costello has further declined to sign an industry-standard form of written copyright

assignment vesting copyright ownership for such compositions and sound recordings in

Whirled, thereby placing a cloud on Whirleds rights in those compositions and sound

recordings as well.
Costellos Misappropriation of Whirleds Trademarks

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20.

Whirled owns certain federally registered trademarks and service marks that

are nationally and internationally recognized in connection with its business, as follows
(the Registered Trademarks):
MARK
VINTAGE
MASTERS

Goods & Services


Music Licensing in
Film, TV, and
Internet
VINTAGE
4,322,454 April 16,
July 1, 2007 Musical Sound
MASTERS
2013
Recordings
ONE STOP SHOP
3,847,410 September
December 2, Music Licensing in
VINTAGE MASTERS14, 2010
2009
Film, TV, and
FERVOR RECORDS
Internet
FERVOR RECORDS Serial No. Application
January 5,
Musical Sound
86676611 pending with 1990
Recordings
USPTO
FERVOR RECORDS Serial No. Application
January 5,
Music Licensing in
86666822 pending with 1990
Film, TV, and
USPTO
Internet
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Reg. No.
4,322,455

Registered
April 16,
2013

First Used
July 1, 2007

Whirled also owns certain common law trademarks that have been used

throughout the world, including:

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a. The service mark, WILD WHIRLED MUSIC and WHIRLED MUSIC

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(collectively, the WWM Trademark). Whirled does business under the

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WWM Trademark worldwide and has done so continuously since as early as

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2002.

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 6 of 34

b. The service mark, CUE SHEET MUSIC (the Cue Sheet Music Mark).

Whirled, through Trifecta, does business under the Cue Sheet Music Mark

worldwide and has done so continuously since as early as 2007.

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Shortly after Whirled terminated Costellos employment, and as part of

setting up his own competing music publishing business (the Competing Business),

Costello purchased the URL www.jc3publishing.com and other domain name URLs

(uniform resource locators) from the ICANN Register, GoDaddy.com as indicated in the

following table. In all registrations (including Costellos main webpage for his Competing

Business, www.jc3publishing.com), Costello listed WWM as the name of the

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organization affiliated with the URL. Costello improperly used Whirleds WWM

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Trademark in his registration to make it appear that Whirled (the organization) is

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somehow affiliated or associated with the URL www.jc3publishing.com, which it is not.

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The websites, at almost all of the purchased URLs/domains (as indicated in the following

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table), redirect to Costellos website at http://jc3publishing.com.

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Date
URL Registered by Costello
Registered

WWM listed
as affiliated
entity?

Redirected to:

1/26/15

www.whirledmusicjc3.com

Yes

http://jc3publishing.com/

1/26/15

www.jc3publishing.com

Yes

http://jc3publishing.com/

1/26/15

www.fervorjc3.com

Yes

1/26/15

www.vintagemastersjc3.com

Yes

http://jc3publishing.com/

1/26/15

www.cuesheetmusic.net

Yes

http://jc3publishing.com/

1/26/15

www.qsheetrecords.com

Yes

http://jc3publishing.com/

1/26/15

www.cuesheetrecords.com

Yes

http://jc3publishing.com/

1/26/15

www.qsheetmusic.org

Yes

http://jc3publishing.com/

1/26/15

www.whirledjohncostello.com

Yes

http://jc3publishing.com/

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 7 of 34

1/26/15

www.qsheetmusic.net

Yes

1/26/15

www.cuesheetmusic.com

Yes

1/26/15

www.qsheetmusic.com

Yes

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http://jc3publishing.com/

http://jc3publishing.com/

Costello has wrongfully used Whirleds Registered Trademarks, Cue Sheet

Music Mark, WWM Trademark, and Whirleds name in connection with his Competing

Business.

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The website for Costellos Competing Business at www.jc3publishing.com

also contains images of film and TV posters that are intended to deceive and imply that

Costello, rather than Whirled, placed and licensed the subject compositions and recordings

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in such films and TV programs. Costello was a staff composer of Whirled and played no

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role in such licenses and placements. Such implication is made by Costello to deceive the

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users of film and TV music, including Whirleds clients and licensees, into thinking that it

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was Costello and not Whirled who was responsible for obtaining said music licenses and

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placements.

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Plaintiffs Claims

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FIRST CLAIM FOR RELIEF

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DECLARATORY JUDGMENT REGARDING COPYRIGHT OWNERSHIP

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Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


26.

There is an actual, substantial and judiciable controversy between Whirled

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and Costello concerning Whirleds right to license, publish, and otherwise exploit the

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musical works that Costello composed while working for Whirled, as well as the musical

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works he promised to contribute for his shares in Whirled.

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27.

The scope of this controversy was recently significantly narrowed as a result

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of the Amended Declaratory Judgment Order (Doc. 32) entered pursuant to the stipulation

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of the parties. The only musical works composed from January 1, 2004 through December

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 8 of 34

31, 2014 that remain at issue in terms of copyright ownership are This Woman, Time

Heals, and Celebrity. With respect to pre-2004 musical works, the copyright ownership

dispute focuses on copyright ownership of the musical works that Costello contributed to

Whirled for his shares and/or composed for Whirled after its formation through December

31, 2003.

28.

Whirled is entitled to a judicial declaration that it is the sole owner of the

copyrights to the musical works that Costello composed for Whirled after its formation

through December 31, 2003 , as well as This Woman, Time Heals, and Celebrity, based on:

a. The musical works being works made for hire under an employer-

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employee relationship and therefore Whirled is the sole owner of said

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musical works pursuant to the Copyright Acts work-for-hire provisions;

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b. Costello transferring and assigning all right, title, and interest in all musical

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works composed for Whirled in the future in the May 20, 2002 minutes of

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Whirleds first board meeting signed by Costello (see Exhibit 1); and/or

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c. One or more other notes, memorandums, or instruments of conveyance in

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writing and signed by Costello and/or his duly authorized agents, including

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but not limited to: (i) Production Agreement dated June 13, 2007 but

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effective retroactively as of May 1, 2002 by and between Costello, Hilker,

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another third party author and Whirled; (ii) Production Agreement dated

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October 1, 2008 by and between Costello, Hilker, another third-party author

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and Trifecta Holdings, LLC (Trifecta), which is wholly owned by Whirled;

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(iii) Production Agreement dated October 21, 2013 by and between Costello,

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Hilker, and two other third-party authors and Trifecta; (iv) Production

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Agreement dated May 20, 2010 by and between Costello, Hilker, and several

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other third-party authors and Trifecta, as amended by the addendum signed

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by all of the parties dated as of November 20, 2010; (v) Production

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 9 of 34

Agreement dated April 9, 2012 by and between Costello, Hilker, another

third-party author and Trifecta; and (vi) Production Agreement dated October

26, 2011 by and between Costello, Hilker, and two other third-party authors

and Whirled. These are collectively referred to hereinafter as the

Production Agreements.

29.

The notes, memorandums, or instruments of conveyance referenced in

subsection (c) above also include the written and signed partnership agreements between

Costello and Hilker. Such partnership agreements transferred Costellos musical

compositions and related sound recordings to the partnerships that in turn transferred them

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ultimately to Whirled. Such assignments are reflected by the custom and course of dealing

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between Costello and Whirled for over a decade.

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30.

With respect the musical works that Costello and Hilker agreed to contribute

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through their partnerships for their shares, Whirled is entitled to a judicial declaration

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against Costello that it is the sole owner of all of these compositions (whether composed by

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Costello, Hilker, or both of them) and related musical sound recordings because the May

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20, 2002 shareholder minutes signed by Costello and Hilker qualify as a note,

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memorandum, or instrument of conveyance in writing and signed by them transferring the

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musical works to Whirled.

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SECOND CLAIM FOR RELIEF

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DECLARATORY JUDGMENT REGARDING SHARES

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31.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


32.

In the event the Court determines that Whirled is not the sole owner of the

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musical works that Costello promised to contribute to Whirled in exchange for his shares,

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including the musical works he composed for Whirled after its formation through

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December 31, 2003, there is an actual, substantial and judiciable controversy regarding

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 10 of 34

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whether Costello is a shareholder in Whirled.


33.

If the May 20, 2002 shareholder minutes signed by Costello do not qualify as

a note, memorandum, or instrument of conveyance of such musical works to Whirled, then

there has been a failure of consideration and Whirled is entitled to a declaration that

Costello does not own any shares in Whirled because he did not pay any consideration for

the shares.

THIRD CLAIM FOR RELIEF

RESTITUTION

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34.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


35.

With respect to the musical works that Costello composed for Whirled after

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its formation through December 31, 2003, in the event the Court determines that Costello

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was an independent contractor rather than employee, then Whirled is entitled to restitution

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of the payments it made to Costello premised on Whirled receiving the copyrights to such

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musical works in exchange for such payments.

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36.

Plaintiffs conferred a benefit on Costello by paying such wages and

employee benefits.
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Costello was unjustly enriched by receiving such wages and employee

benefits.
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Under the circumstances, in good conscience, Costello is required to make

restitution to Whirled.

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FOURTH CLAIM FOR RELIEF

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BREACH OF CONTRACT

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39.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


40.

In the event the Court determines that Whirled is not the sole owner of the

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 11 of 34

musical works that Costello promised to contribute to Whirled in exchange for his shares,

then Costello breached his agreement reflected in the May 20, 2002 shareholder minutes to

assign such musical works to the company.

41.

With respect to the musical works that Costello composed for Whirled after

its formation through December 31, 2003, in the event the Court determines that Whirled is

not the sole owner of such musical works, then Costello breached his verbal employment

agreement with Whirled that the company would receive title to such compositions in

exchange for employing him.

42.

In the event the Court determines that Whirled is not the sole owner of the

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musical works that are the subject of the Production Agreements, then Costello breached

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the Production Agreements by failing to deliver the copyrights to these songs.

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and the ability to profit from Costellos compositions.


44.

FIFTH CLAIM FOR RELIEF


INFRINGEMENT OF REGISTERED TRADEMARKS IN VIOLATION OF

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45.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


46.

Costello is actually aware of Whirleds Registered Trademarks and

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Whirleds rights in and to such Registered Trademarks, prior to adopting and using

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Whirleds Registered Trademarks in connection with Costellos Competing Business.

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U.S.C. 1114(1)

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This claim arises out of contract for purposes of an attorneys fees award

under A.R.S. 12-341.01

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Costellos breaches have damaged Whirled by depriving it of ownership of

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Costello purchased the URLs as listed in the table in paragraph 23 above and

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lists WWM as the name of organization affiliated with the name. The websites at these

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URLs redirects to Costellos website at http://jc3publishing.com/ as indicated in the table

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 12 of 34

set forth in paragraph 23 above.


48.

Upon information and belief, Costello chose to use Whirleds Registered

Trademarks in the purchased URLs to confuse and deceive customers that their goods were

associated with, approved by, or sponsored by Whirled and a part of Whirleds business.
49.

The services offered by Costellos in connection with his Competing

Business are directly competitive with Whirleds business provided under its Registered

Trademarks.
50.

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Whirled currently has no association, affiliation, sponsorship, or any other

connection to Costello, except to the extent Costello is a shareholder in Whirled and is a


fiduciary of Whirled by virtue of being a Director of Whirled.
51.

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Upon information and belief, such deception and confusion was intentional

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and designed by Costello to trade off of and capitalize on Whirleds goodwill and

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reputation. The aforesaid infringement by Costello was committed willfully, knowingly,

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maliciously, and in conscious disregard of Whirleds rights.


52.

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The aforesaid infringement by Costello has caused, and unless restrained by

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this Court will continue to cause, immediate and irreparable injury to Whirleds property

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and Business.
53.

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Costellos use of Whirleds Registered Trademarks is likely to cause

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confusion, or to cause mistake, or to deceive as to origin, sponsorship, or approval of

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Costellos goods, services, or commercial activities, in violation of Section 32(1) of the

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Lanham Act (15 U.S.C. 1114(1)).


54.

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Upon information and belief, Costellos conduct constitutes willful and

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malicious infringement of Whirleds Registered Trademarks under 15 U.S.C. 1114, thus

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rendering the present case as an exceptional case as that term is employed in 15 U.S.C.

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1117.

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55.

Whirled has no adequate remedy at law.

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 13 of 34

SIXTH CLAIM FOR RELIEF

TRADEMARK INFRINGEMENT IN VIOLATION OF 15 U.S.C. 1125(A)

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56.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


57.

Costellos use of Whirleds Registered Trademarks is likely to cause

confusion, or to cause mistake, or to deceive as to origin, sponsorship, or approval of

Costellos good and services, or commercial activities, in violation of Section 43(a) of

the Lanham Act (15 U.S.C. 1125(a)).

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58.

The aforesaid infringement by Costello was committed willfully, knowingly,

maliciously, and in conscious disregard of Whirleds rights.


59.

The aforesaid infringement by Costello has caused, and unless restrained by

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this Court will continue to cause, immediate and irreparable injury to Whirleds property

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and business.

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60.

Whirled has no adequate remedy at law.

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SEVENTH CLAIM FOR RELIEF

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COMMON LAW INFRINGEMENT OF WHIRLEDS CUE SHEET MUSIC

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TRADEMARK AND WWM TRADEMARK

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61.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


62.

Whirled has used its Cue Sheet Music Mark in worldwide commerce in

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connection with Whirleds business since as early as 2007. Publisher trade names are

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exclusive and synonymous with identifying the source of a music catalogue in the music

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publishing and licensing business.

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63.

Whirled has used its WWM Trademark in worldwide commerce in

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connection with Whirleds business since as early as 2002. Publisher trade names are

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exclusive and synonymous with identifying the source of a music catalogue in the music

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 14 of 34

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publishing and licensing business.


64.

As indicated in the table in paragraph 23 above, immediately after being

terminated by Whirled, Costello purchased the URLs including www.qsheetmusic.com,

www.cuesheetmusic.com, www.cuesheetmusic.net, www.qsheetmusic.net,

www.qsheetmusic.org, www.qsheetrecords.com, www.cuesheetrecords.com,

www.vintagemastersjc3.com, www.whirledmusicjc3.com, www.fervorjc3.com, and

www.whirledjohncostello.com and he listed WWM as the name of organization that is

affiliated with those domain names. With the exception of www.cuesheetmusic.com and

www.fervorjc3.com, the websites all redirected to Costellos website at

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http://jc3publishing.com and were used by Costello in connection with his Competing

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Business.

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65.

Costello had both actual and constructive knowledge of Whirleds

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ownership of and rights in its Cue Sheet Music Mark and WWM Trademark prior to

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Costellos infringing use of Whirleds Cue Sheet Music Mark and Whirleds WWM

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Trademark.

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66.

Costello adopted and used in commerce Whirleds Cue Sheet Music Mark

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and Whirleds WWM Trademark in his Competing Business, with full knowledge of

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Whirleds superior rights, and with full knowledge that his infringing use of Whirleds Cue

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Sheet Music Mark and Whirleds WWM Trademark was intended to cause confusion,

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mistake and/or deception. Further, Costello wrongfully listed WWM and used Whirleds

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WWM Trademark to indicate that the URLs www.qsheetmusic.com,

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www.cuesheetmusic.com, www.cuesheetmusic.net, www.qsheetmusic.net,

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www.qsheetmusic.org, www.qsheetrecords.com, www.cuesheetrecords.com,

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www.vintagemastersjc3.com, www.whirledmusicjc3.com, www.fervorjc3.com, and

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www.whirledjohncostello.com were somehow affiliated or associated with Whirled when

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in fact they are not.

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67.

Costello offers his goods and services in his Competing Business under

Whirleds Cue Sheet Music Mark and Whirleds WWM Trademark in the same channels

of trade as those in which Whirleds legitimate goods and services are offered.
68.

Costellos infringing use of Whirleds Cue Sheet Music Mark and Whirleds

WWM Trademark in connection with Costellos Competing Business is likely to cause,

and has caused, confusion, mistake or deception as to the affiliation, connection or

association of Costellos Competing Business with Whirled, in violation of applicable

laws.

69.

Costellos actions were taken with the intent to trade upon the valuable

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goodwill established by Whirled in its Cue Sheet Music Mark and Whirleds WWM

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Trademark.

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70.

As a result of Costellos infringement, Whirled has suffered substantial

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damages, as well as the continuing loss of the goodwill and reputation established by

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Whirled in its Cue Sheet Music Mark and Whirleds WWM Trademark. This continuing

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loss of goodwill cannot be properly calculated and thus constitutes irreparable harm and an

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injury for which Whirled has no adequate remedy at law. Whirled will continue to suffer

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irreparable harm unless this Court enjoins Costello.

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EIGHTH CLAIM FOR RELIEF

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FEDERAL UNFAIR COMPETITION AND FALSE DESIGNATION OF ORIGIN 15

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U.S.C. 1125(A)

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71.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


72.

Costello has deliberately and willfully attempted to trade on Whirleds long-

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standing and hard-earned goodwill in its Whirleds Registered Trademarks, its Cue Sheet

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Music Mark, its WWM Trademark, and the reputation established by Whirled in

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connection with its products and services, as well as in order to confuse consumers as to

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 16 of 34

the origin and sponsorship of Costellos services in his Competing Business and to pass off

his services in commerce as those of Whirled.

73.

Costellos actions were taken with the intent to trade upon the valuable

goodwill established by Whirled in its Registered Trademarks, Cue Sheet Music Mark, and

WWM Trademark.

74.

In addition, Costello, without the authorization or knowledge of Whirled,

attempted to change the records of BMI to reflect that Costello was the sole author of the

musical compositions, rather than sharing authorship of the compositions with Hilker,

pursuant to the pre-existing co-author agreement and their several pre-existing

10
11

partnerships.
75.

Based on information and belief, BMI did not allow Costello to engage in

12

such conduct and refused to allow Costello to undertake such false and fraudulent claim

13

and false designation of origin.

14

76.

Further, in addition, Costellos Competing Business website at

15

www.jc3publishing.com, contains images of film and TV posters that imply that Costello

16

and not Whirled placed and licensed the co-authored compositions and co-authored

17

recordings in such films when, in fact, Costello had nothing to do with such licenses and

18

placements. Such implication is made by Costello to deceive the users of film and TV

19

music into thinking Costello and not Whirled was responsible for obtaining said film and

20

TV music licenses and placements.

21
22
23

77.

Further, Costello has used the services of artists and songwriters previously

affiliated with Whirled in Costellos Competing Business.


78.

Costellos unauthorized and tortious conduct has also deprived and will

24

continue to deprive Whirled of the ability to control the consumer perception of its

25

products and services offered under Whirleds Registered Trademarks, Cue Sheet Music

26

Mark, and WWM Trademark, placing the valuable reputation and goodwill of Whirled in

16

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 17 of 34

1
2

the hands of Costello.


79.

Costellos aforementioned conduct is likely to cause confusion, mistake or

deception as to the affiliation, connection or association of Costellos Competing Business

with Whirled, and as to the origin, sponsorship or approval of Whirled, in violation of

Section 43 of the Lanham Act, 15 U.S.C. 1125(a)(1).

80.

As a result of Costellos aforesaid conduct, Whirled has suffered

commercial damage, including without limitation the continuing loss of the goodwill and

reputation established by Whirled in its Registered Trademarks, Cue Sheet Music Mark,

and WWM Trademark. This continuing loss cannot be properly calculated and thus

10

constitutes irreparable harm and an injury for which Whirled has no adequate remedy at

11

law. Whirled will continue to suffer irreparable harm unless this Court enjoins Costellos

12

conduct.

13

81.

Costellos use of Whirleds Registered Trademarks, Cue Sheet Music Mark,

14

and WWM Trademark is likely to cause confusion, mistake or deception as to source,

15

origin, sponsorship or approval of Costellos products and services, and constitutes

16

infringement of Whirleds Registered Trademarks, Cue Sheet Music Mark, and WWM

17

Trademark.

18

82.

By his actions, Costello has infringed the Registered Trademarks, Cue

19

Sheet Music Mark, and WWM Trademark deliberately and with the intention of

20

wrongfully trading on the goodwill and reputation symbolized by the Registered

21

Trademarks, Cue Sheet Music Mark, and WWM Trademark.

22

83.

Whirled is entitled to an award of damages from Costello for the loss of

23

business and other monetary losses that Whirled has suffered and will continue to suffer in

24

the future as a proximate result of Costellos misappropriation and infringement of the

25

Registered Trademarks, Cue Sheet Music Mark, and WWM Trademark. Alternatively,

26

Whirled is entitled to recover damages in an amount equivalent to the amount of profits

17

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 18 of 34

that Costello has derived and may continue to derive as a result of his unlawful

misappropriation and infringement of the Registered Trademarks, Cue Sheet Music Mark,

and WWM Trademark.

84.

Costellos conduct as described above has been willful, deliberate,

malicious, and intended to injure Whirled. Therefore, Whirled is also entitled to recover

exemplary damages from Costello to punish and deter him and others similarly situated

from engaging in similar wrongful conduct in the future. Costello should also be, upon

final hearing, permanently enjoined from using the Registered Trademarks, Cue Sheet

Music Mark, and WWM Trademark.

10

NINTH CLAIM FOR RELIEF

11

UNFAIR COMPETITION UNDER A.R.S. 44-1552

12
13
14

85.

Whirled re-alleges and incorporates each and every allegation contained in

the paragraphs above as if fully set forth herein.


86.

Costellos unauthorized use of the Whirleds Registered Trademarks, Cue

15

Sheet Music Mark, WWM Trademark, and other actions as specified herein constitutes acts

16

of unfair competition through Costellos deceptive, misleading and false appropriation for

17

his own use of the name, brand, trademark, reputation, and goodwill of Whirleds

18

Registered Trademarks, Cue Sheet Music Mark, and WWM Trademark in violation of

19

A.R.S. 44-1552.

20

87.

21
22

The aforesaid infringement by Costello was committed willfully,

knowingly, maliciously, and in conscious disregard of Whirleds rights.


88.

The aforesaid infringement by Costello has caused, and unless restrained by

23

this Court will continue to cause, immediate and irreparable injury to Whirleds property

24

and business.

25

89.

Whirled has no adequate remedy at law.

26

18

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 19 of 34

Demand for Jury Trial

1
2
3

90.

Under Fed. R. Civ. P. 38(a), Whirled requests a trial by jury of all issues so

triable.

WHEREFORE, Whirled prays for judgment against the Costellos as follows:

A.

For the requested declaratory relief.

B.

For an award of compensatory, consequential, special, and all other damages


and restitution needed to make Whirled whole.

7
8
9

C.

A preliminary and permanent injunction enjoining Costello, their offices,


agents, servants, employees, attorneys, and those in active concert or

10

participation with them who receive actual notice of the order by personal

11

service or otherwise, from:

12

(i)

using, reproducing, advertising, or promoting in connection with any

13

product or service the Whirleds Registered Trademarks, Cue Sheet

14

Music Mark, WWM Trademark, Plaintiffs name or mark or any name

15

or mark confusingly similar therewith;

16

(ii)

using, reproducing, advertising or promoting any slogan, mark, or

17

name that may be calculated to represent or that has the effect of

18

representing that the products or services of Costello or any other

19

person are sponsored by, authorized by, or in some way associated

20

with Whirled;

21

(iii)

injuring the commercial reputation, renown, and goodwill of Whirled

22

or the Whirleds Registered Trademarks, Cue Sheet Music Mark, or

23

WWM Trademark;

24

(iv)

using or reproducing any word, term, name, symbol, or device, or any

25

combination thereof, on any product or in connection with any service

26

that confuses or falsely represents or misleads, is calculated to

19

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 20 of 34

confuse, falsely represent, or mislead, or that has the effect of

confusing, falsely representing, or misleading, that the products,

services, or activities of Costello or another are in some way

connected with Whirled, or is sponsored, approved, or licensed by

Whirled; and
(v)

injury to the business reputation of Whirled.

7
8

D.

An award of damages to Whirled under the Lanham Act, and in particular


pursuant to 15 U.S.C. 1117(a), of up to three times the damages suffered by

Whirled and three times the profits earned by Costello.

10
11

causing a likelihood of confusion with respect to Whirled or any

E.

Directing Costello to transfer to Whirled (at no cost to Whirled) all domain

12

names that contain or consist of Whirleds marks, including but not limited to

13

the URLs listed in paragraph 23.

14

F.

Ordering Costello to preserve through trial and then deliver up for

15

destruction, pursuant to 15 U.S.C. 1118, all Internet webpages/scripts/ html

16

code, articles, packages, wrappers, products, displays, labels, signs, circulars,

17

kits, packaging, letterhead, business cards, promotional items, literature, sales

18

aids, or other matter in the possession, custody, or under the control of

19

Costello or his agents bearing the Whirleds Registered Trademarks, Cue

20

Sheet Music Mark, or WWM Trademark, in any manner, or any mark that is

21

confusingly similar to or a colorable imitation of these marks.

22

G.

Ordering Costello to take all steps necessary to cancel any state or local

23

business registrations, including corporate name registrations and dba filings,

24

that include Whirleds name or marks or amend those registrations to names

25

that do not include Whirleds name or marks, and to remove any references

26

20

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 21 of 34

to any business registrations, including corporate names and dba filings, that

include Whirleds name or marks.


H.

Ordering Costello to retain and disclose all communications with all

individuals and entities with whom they engaged in any transaction relating

to or arising from the use of the Whirleds Registered Trademarks, Cue Sheet

Music Mark, or WWM Trademark, names or marks, or otherwise in

furtherance of the scheme alleged herein.


I.

Pursuant to 15 U.S.C. 1117(a), of up to three times the damages suffered by


Whirled and three times the profits earned by any and all of the Costello.

J.

10

The (a) forfeiture of Defendant Costellos stock and tender back to Whirled,

11

(b) disgorgement by Costello of all shareholder distributions and other

12

shareholder benefits received by Defendant Costello since 2002, and/or (c)

13

payment by Costello to Whirled of an amount equal to 26.323% of the value

14

of Whirled to support consideration; and/or (d) ordering Costello to execute

15

all necessary documentation to transfer the musical works to Whirled as

16

consideration for his stock in Whirled.

17

K.

For an award of treble, exemplary, and/or punitive damages.

18

L.

For an award of attorneys fees and costs.

19

M.

For an award of pre-judgment and post-judgment interest.

20

N.

For such other and further relief as may be needed to provide Whirled with a
complete remedy.

21
22

...

23

...

24

...

25

...

26

21

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 22 of 34

1
2

DATED this 21st day of April, 2015.


TIFFANY & BOSCO P.A.

3
4

By: /s/ Christopher A. LaVoy

Christopher A. LaVoy
Seventh Floor Camelback Esplanade II
2525 East Camelback Road
Phoenix, Arizona 85016-4237

6
7

10

Connie J. Mableson
CONNIE J. MABLESON, PLLC
1938 East Osborn Road
Phoenix, Arizona 85016

11

Attorneys for Plaintiff

8
9

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13
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26

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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 23 of 34

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2

CERTIFICATE OF SERVICE
I hereby certify that on April 21, 2016, I electronically transmitted the attached

document to the Clerks Office using the CM/ECF System for filing and transmittal of a

Notice of Electronic Filing to all CM/ECF registrants for this case.

By: s/Christopher A. LaVoy

6
7
8
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13
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Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 24 of 34

Exhibit 1

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 25 of 34

WAIVEROFNOTICD
The undersigned, constituting all of tle Directors of the Board for WHIRLEI)
an Arizona corporation, do hereby waive call and notice
of call of tlre time, place, and purpose of the SpEcial Meeting of tlie Board of Directors of
slid corporation,_and do hereby consent that stid meeting be held on
at
the Corporate offrce.

MUSIC-PIIBLISHING, INC.,

E?-td-

This meetiqg will be for. the purpose oftransacting such business as may be properly
brought before the meeting.

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 26 of 34

WAIVER OF NOTICE
We, the undersigned shareholders, constituting all ofthe shareholders of
an Arizona corporation, do hereby waive
call and notice of call of the time, place, and purpose of the Initial Meeting of the
Shareholders ofsaid corporation, and do hereby consent that said meeting be held on the
following date at the corporate office for the purposes of transacting such business as may
be properly brought before the meeting.

WHIRLED MUSIC PUBLISIIING, INC.,

In addition, the undersigned shareholders agree on a Board of Directors consisting


of the following individuals; Jeffrey Freundlich, David Hilker, and John Costello III each
to hold office until his/her successor shall have been duly elected and qualified.

DAVID THO S DIETCHE

ELAN FREYDINSON
GARY RO ERO
JOSHU FIORITO SHIMKIN

RACHEL WENSTEIN

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 27 of 34

MINUTES OF'TIIE FIRST MEETING


OF THE BOARD OF DIRECTORS OF

WHIRLED MUSIC PUBLISHING, INC.


The first meeting of the Board of Directors of WIIIRLED MUSIC
PUBLISHING, INC., an Arizona corporation, was held at the offrces of Sigrist
Cheek, PC, 5777 South Rural Road, Tempe, AZ 85283.

&

the Directors named in the Articles of Incorporation waived call and notice
of call of the meeting in writing, a copy of which is filed with these Minutes, and the
following Directors were present, to wit.

All of

JEFFREY FREUNDLICH

DAVID HILKER
JOHN COSTELLO

DAVID HILKER

III

acted as Chairman of the meeting, and

JOHN COSTELLO

III

recorded the Minutes'

with the
The chairman stated that the Articles of Incorporation had been filed
in accordance
Arizona Corporation Commission, would be duly and properly published
qualified
to
transact
with A.R.S.3ection 10-055, and that the corporation was now
business.

Themeetingthenproceededtotheelectionofoffrcersandthefollowingofficers
were unanimously elected:

DAVID

HILKER

JEFFREY

FREUNDLICH

JOHN COSTELLO

each to hold office

III

PTCSidCNt

Chief Operating Officer


SecretarY

until his/her successor shall have been duly elected and qualified'

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 28 of 34

The Chairman presented to the meeting a proposed form of Bylaws and, on


motion duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, that the form of Bylaws which has been submitted to the meeting
be, and it hereby is, approved and adopted as the Bylaws ofthe corporation, and that the
Secretary be and hereby is instructed to insert the same in the corporate minute book.
The Chairman then presented a proposed form of certificate for the shares of stock
of the corporation. On motion duly made and seconded, the following resolution was
unanimously adopted:

RESOLVED, that the form of certificate representing shares ofthe capital stock of
the corporation which has been submitted to this meeting be, and the same is in all
respects, approved and adopted as the form of certificate to represent the capital stock of
this corporation.
The matter of a depository and corporate accounts was considered and thereupon,
on motion duly made and seconded, the following resolutions were unanimously adopted:

RESOL V '

be opened at

%T

rtte bmk accou


r md h icnmeof

e co Or On

,1

Arizona, and that the checks ofthe corporation on said


account be signed by the following individuals:

RESOLVED FURTHER, that the resolution or resolutions required by said Bank


for opening ofsaid bank account and the signing ofsaid checks hereinbeforc set forth be,
and the same hereby is, considered as passed at this meeting, and that a copy ofsaid
resolution in the usual card form used by said Bank be attached to these Minutes.
RESOLVED FURTHER, that the Secretary is hereby authorized to certi$, to the
passage ofsaid resolution as required by said Bank at the meeting ofthe Board of
Directors as of this date.
The Chairman stated that the corporation had not authorized the issuance ofany
stock. He further stated that it was deemed advisable that any stock issued should be
issued so as to qualifu as "Section 1244 Stock" pursuant to the Intemal Revenue Code of
1986, Section 1244.
Thereupon, the plan to authorize 100,000 qualiSing Section 1244 shares of
common stock contained in Exhibit A was duly proposed and unanimously adopted.

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 29 of 34

The Chairman then stated that the following individuals had offered to purchase
the following number of shares of this corporation's common stock at no-par value per
share:

DAVID HILKER
JEFFREY FREUNDLICH

JOIIN COSTELLO Hl

DANIEL GABAY

DAVID THONIAS DIETCHE

ELAN FREYDENSON
GARY ROMERO

JOSHU FIORITO SHIMKIN

RACHEL WEINSTEIN

TOTAL ISSUED

2,500 0 SIIARES
2,500 0 SHARES

2,500,O SIL RES

189 0 SHARES

940 0 SIL RES

377 5 SHARES

125 0 SIL RES

377 5 SHARES
491 0 SHARES
10,000 SIIARES

for the consideration set forth in Exhibit B attached hereto.


The Chairman pointed out that shares issued by the corporation upon its
acceptance ofsuch offer would not be registered and could be issued and sold only in
reliance upon an exemption from the registration requirements of the Securities Act of
1933 and the Arizona Securities Act. The issuees staled that they were purchasing the
stock for investment puq)oses only, that they understood the risks attendant to such a
purchase, and that they had complete knowledge ofthe financial condition ofthe
tusiness. They stated that they were bona fide residents of the State of Arizona, and that
the company's business would be conducted solely in Arizona.
Thereupon, the following resolutions were duly proposed and unanimously
adopted:

WHEREAS, it is deemed advisable by the Board of Directors that this corporation


offer for sale, and issue shares of common stock authoizedby its Articles of
Incorporation; and

WHEREAS,itisfurtherdeemedadvisablebytheBoardofDirectorsthatthe

offer, sale, and issuance of such shares be effectuated in such a manner that qualified
stockholders may receive the benefits of the Intemal Revenue code of 1954, Section
1244; and

WHEREAS,theproposedissueeshaveofferedtosubscribeforandpurchasea
total of10,000 shares of the common capital stock ofthe corporation for the
consideration as shown in Exhibit B attached hereto; and
WHEREAS, it is in the best interests of the corporation that such subscription for
its common capital stock should be accepted;

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 30 of 34

NOW, THEREFORE, BE IT RESOLVED, that the aforesaid subscription for


10,000 shares of common capital stock of this corporation shall be and it hereby, is
accepted; and that upon receipt of payment therefor, the officers shall be and they hereby
are authorized and directed to issue certificates for such shares as being fully paid and
nonassessable; and

BE IT FURTHER RESOLVED, that the certificate or certificates for such shares


so subscribed and purchased shall conspicuously bear a such legends required by the
Bylaws; and
BE IT FURTHER RESOLVED, that the Treasurer enter a certificate of receipt in
the corporate minute book evidencing delivery of the consideration received and such
other documents as may be necessary.
The next matter brought to the Board for discussion by the Chairman was the
selection of a fiscal year for the corporation. The chairman suggested that a fiscal year
terminating on DECEMBER 31 be adopted. After a full discussion and upon motion
duly made and seconded, a resolution was unanimously passed adopted DECEMBER 31
as ihe fiscal year end for the corporation, and the Secretary was instructed to notiry such
agencies as necessary ofselection of the same.
The chairman then announced that, in accordance with the Business corporation
Act ofthe state ofArizona, it would be necessaly to determine the amount of money
which should be allocated to stated capital ofthe corporation. The chairman stated that
he had been in contact with the corporation's accountant, who gave an explanation of
stated capital. Following such explanation, upon motion duly made, seconded, and
unanimously carried, it was:

RESOLVED, that the entire dollar amount of the issued and outstanding common
stock ofthe corporation be allocated to stated capital.
The next discussion entered into by the Board involved the Medical
Reimbursement Plan contained in Exhibit c. wherefore, the Board decided that a
reimbursement plan would be desirable to the Corporation. Thereupon, the following
resolution was duly proposed and unanimously adopted:
The Board then considered a general resolution authorizing the President and
trust
Secretary to execute contracts, escrow agreements, deeds, deeds oftrust, mortgages,
ug.""-"ntr, and other forms of instruments and documents for and on behalfofthe
cirporation in order to carry out the business and business purposes ofthe corporation.
upon motion duly made and seconded, the following resolutions were unanimously
adopted:

RESOLVED, that the duly elected President and Secretary of this corporation,
including both those presently holding office and those elected in the future, are

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 31 of 34

authorized and empowered in the name of and on behalfofthis corporation to enter into
all contracts and commitments and to do any and all acts necessary for the
accomplishment of the puposes of this corporation, including the borrowing of money in
any :unount, with or without secudty therefor, and to execute any and all documents
deemed by them necessary for the conduct ofsuch business, including by way of
illustration, but not limited to, notes, deeds, mortgages, deeds of trust, bills ofsale,
conditional sales contracts, security agreements, financing statements, purchase
agreements, assignments, leases, and, in general, all instruments or documents whether
similar or dissimilar to those named by way if illustration, except that the Secretary shall
not execute any such instrument or documents except in attestation ofthe authority ofthe
President to execute the said instrument, to purchase office supplies, fumiture, and
equipment necessary to operate and maintain the business ofthe corporation, to procure
all forms of insurance as may become necessary for the protection of the corporation and
the conduct of its business, to procure all licenses that may be needed for the conduct of
the corporations business and to engage the services ofall attomeys and accountants, and
generally to conduct the business ofthe corporation as the General Manager thereof.

BE IT FURTHER RESOLVED, that if a party involved in such transaction


requests or requires a resolution ofthe Board of Directors specifically authorizing all or
any portion ofsuch transaction or a resolution a particular form, the President and/or
Secretary may certiry such resolution as having been authorized and deemed adopted at
this meeting, whereupon a copy ofsuch certification shall be inserted in the corporation
minute book; and
BE IT FURTHER RESOLVED, that the officers of the corporation be, and they
hereby are further authorized and empowered to do any and all other and further things
and matters, ofevery nature whatsoever, which such officers, in their sole and unlimited
discretion shall deem necessary or proper for the purpose of effectuating and carrying out
the intent and purposes ofthe resolution heretofore adopted at this meeting, looking
toward the completion of all acts and matters in connection with the full organization and
operations of the corporation, and
BE IT FURTHER RESOLVED, that all acts and things heretofore done for and on
behalf and in the name ofthe corporation by the incorporator, JEFFREY
FREUNDLICH be, and the same hereby are, ratified, and affirmed in each, all, and every
respect.

There behg no furtherbISttSS


motion, duly made and seconded, adjoumed.

'?mcbtt
Secretary

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 32 of 34

EXIIIBIT A

PLAN T0 0FFER QUALIFYING SECT10N 1244


SHARES OF CO W10N STOCK
FORSALE
OF

WHIRLED MUSIC PUBLISHING, INC.


WHEREAS, The Board of Directors deem it advisable and in the best interest of
the Corporation to offer for sale and issue shares of common stock in the total amount of
not more than 100,000 in the manner such that in the hand of qualified stockholders such
shares of stock will receive the benefits of Section 1244 of the Intemal Revenue Code of
1954, as amended; and
Whereas, the corporation is a "small business corporation" as defined in Section
1244 (3) 2, in that:

the sum of the aggregate amount of money and other property received by the
corporation for stock, as a contribution to capital, and as paid-in surplus, does not exceed
1,000,000.00; and
whereas, there is not now outstanding any prior offering ofthe corporation to sell
or issue any of its stock,

Now therefore, it is hereby resolved that the proper officers ofthe corporation are
hereby authorized and directed to offer, payable in cash or other property (other than
stock or securities) as from time to time they deem to be in the best interests ofthe
Corporation, subject to the following:

1.

The plan as herein set forth upon its adoption by the Board of Directors
the Corporation shall become effective.

2.

The corporation is authorized to offer and issue 100,000 shares


common stock ofno par value.

of

of

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 33 of 34

3.

The corporation shall offer and issue such shares of common stock from
the date hereof until sold, or to the date when the corporation shall make a subsequent
offering of any stock, whichever shall occur sooner.

4.

During such period as set forth in paragraph 3, the corporation shall offer
and issue only such common stock.

5.

The maximum amount to be received by the corporation in consideration


of the stock to be issued pursuant to this plan shall be no more than $1,000,000.

6.

Such common stock shall be issued only for money and other property

(other than stock or securities).

7.

Such other action shall be taken by the corporations as such quali$ the
stock offered and issued under this plan as "Section 1244 Stock", and as such term is
defined in the Intemal Revenue Code and the Regulations issued thereunder.

This plan shall be interpreted and construed in such a maru{er as will enable it to
qualifu as a plan meeting the requirements ofSection
quatify
of Section 1244 of thc Ir
Intemal Revenue Code
of 1954, as amended, and as wr.l.l
will enable the share of crymor{
cgtpofl slock
slock ilsued thereunder to
qualifu as "Section 1244 Stock", as define;\n said S{tibn. , ,

'"", ,

i-l

DAVID

Of

Approved and adopted by the Board of Directors on the


20

day

Case 2:15-cv-02111-GMS Document 34 Filed 04/21/16 Page 34 of 34

EXIIIBIT B

ASSETS EXCHANGED FOR T E

USIC

OF WIIIRLED

NO PAR

VALUE STOCK

PUBLISHING,INC.

The stockholders listed below in exchangc for stock in WIIIRLED MUSIC

PIIBLIS ING,INC ,an Arizona CorpOration,hcreby transfer and assign all

ght,title,

and interest,without warranty,provided,however,all manufacturer and sales warranties


arc hereby assigned,in and to:

CONTRIBUT10NS OF CAS

DANIEL GABAY

DAVID THO S DIETCHE

ELAN FREYDENSON
GARY ROMER0

JOSHUA FIORITO SHI BIN

RACHEL WEINSTEIN

S 5,000

19,000

10,000
3,320

10,000
13,000

CONTRIBUT10NS OF OTHER ASSETS

DAMD HILKER

JOHN COSTELLO HI

INITIAL SONG CATALOG

INITIAL SONG CATALOG

CONTINUING SERVICES CONTRIBUT10NS


DAVID HILKER/JOHN COSTELLO

JEFF FREUNDLICH

MIN.OF 65 SONGS PER ANINUM

MIN.OF25SONGS PER ANNUM

CONTRIBUT10NS OF FIXED ASSETS


This info....ation to be provided by thc due datc ofthe flrsttax ret

extensions.

,including