SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

APPLEHEAD PICTURES LLC,

Plaintiff,

Index No. Date Purchased Plaintiff designates New York County as the place of trial The basis of venue is 503(c) Plaintiffs principal office is in New York County {)7(;021;OC SUMMONS

- against RONALD 0. PERELMAN, Defendant.

TO THE ABOVE-NAMED DEFENDANT:

YOU ARE HEREBY SUMMONED to answer the verified complaint in this

action and to serve a copy of your answer, or, if the complaint is not served with this

summons, to serve a notice of appearance, on the Plaintiffs Attorney(s) within twenty

days after the service of this summons, exclusive of the day of service (or within thirty days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the verified complaint. The basis of the venue designated is the residence of Plaintiff, which is 104 West 27th Street, 7B, New York, New York 10001. Dated: New York, New York August 1,2007

SUSMAN GODFREY LLP By:

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ephen D. Susman Jacob W. Buchdahl Attorneys for Applehead Pictures LLC 654 Madison Avenue, 5th Floor New York, New York 10065 (212) 336-833

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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

Plaintiff APPLEHEAD PICTURES LLP, by its attorneys Susman Godfrey LLP, as and for its complaint against defendant RONALD 0. PERELMAN (Perelman), alleges as follows:
Introduction 1.

This is an action to recover damages incurred as a result of Perelmans

breach of his written agreement with Applehead Pictures LLP (Applehead). On February 9, 2006, Perelman executed an agreement committing to provide over $3 million in capital contributions to Applehead in eight payments, four each during 2006 and 2007. Despite numerous requests to abide by the terms of his agreement, Perelman has not made a single one of these payments. Applehead brings this action to recover the full amount of Perelmans required capital contributions.
Parties And Venue

2.

Applehead is a Limited Liability Company organized under the law of the

State of Delaware with its current principal office located in New York County.

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3.

Perelman is a Member of Applehead. Upon information and belief,

Perelmans primary personal residence and his primary office are both located in New York County.

4.

Venue in New York County is proper pursuant to CPLR 503(c) because

Appleheads principal office is in New York County.

Factual Backmound
5.

In November 2005, Perelman, Ellen Barkin, and George Barkin formed

Applehead as a Delaware LLC pursuant to a Limited Liability Company Operating Agreement (the November 2005 Agreement). Perelman, Ellen Barkin and George Barkin are the sole Members of Applehead. Appleheads business is the development and production of feature films. 6. Under the terms of the November 2005 Agreement, Perelman committed

to provide $468,160 to fund the operating expenses of Applehead for the remainder of
2005. In addition, the November 2005 Agreement required Perelman to make certain

additional capital contributions for the fiscal years 2006 and 2007. Pursuant to the November 2005 Agreement, and as reflected in Perelmans Schedule K-1 for 2005, Perelman contributed $468,160 to Applehead in 2005.

7.

In February 2006, Perelman, Ellen Barkin and George Barkin executed an

Amended and Restated Limited Liability Company Operating Agreement for Applehead (the Amended Agreement). Section 5.2 of the Amended Agreement obligates

Perelman to make specific capital contributions to Applehead as follows:

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a.

The Amended Agreement required Perelman to make capital

contributions to Applehead in the amount of $418,750 on March 15, June 15, September 15, and December 15 of 2006, for a total 2006 contribution of $1,675,000. b. The Amended Agreement also required Perelman to make capital

contributions to Applehead in the amount of $439,688 on March 15, June 15, September
15, and December 15 of 2007, for a total 2007 contribution of $1,758,752.

8.

By executing the Amended Agreement, therefore, Perelman committed to

make a total of $3,433,752 in capital contributions to Applehead in 2006 and 2007. To date, Perelman has made none of the required payments. Perelman has not contributed any funds to Applehead since he signed the Amended Agreement.

9.

Throughout 2006, legal and financial representatives for Applehead

attempted to contact Perelman regarding his financial obligations to Applehead, to no avail. For example: a. On or about January 12, 2006, an Applehead representative

emailed a representative of Perelman to discuss the payment schedule for Perelmans contributions. There was no response.
b.

Between January 12 and January 17, 2006, repeated phone calls

from an Applehead representative to a Perelman representative went unreturned. c. On or about March 10, 2006, an Applehead representative emailed

Perelmans representative to confirm that Perelman would make the first required capital contribution under the Amended Agreement, which was due on March 15, 2006. Appleheads account information was provided to Perelman. Again, there was no

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response to this email, and repeated phone calls to Perelmans representative were ignored. d. On or about September 14, 2006, after Perelman had missed the

first two payments he owed to Applehead, an Applehead representative once again emailed a Perelman representative to remind Perelman of his obligations and that the third 2006 payment was due the following day. Applehead received no response.
First Cause of Action Breach of Contract

10.
11.

Plaintiff repeats and realleges paragraphs 1 through 9 of this Complaint. Pursuant to the terms of the Amended Agreement, Perelman is required to

provide $3,433,752 in capital contributions to Applehead. Perelman has breached that obligation and Applehead sustained damages as a result of that breach.

WHEREFORE, Plaintiff Applehead Pictures LLC demands judgment awarding

damages in a amount to be determined at trial, but not less than $3,433,752, together n with interest, costs and attorneys fees to the extent permitted by law, and such other and further relief as this Court may deem just and proper Dated: New York, New York August 1,2007 SUSMAN GODFREY LLP

By:

Jacob W. Buchdahl Attorneys for Applehead Pictures LLC 654 Madison Avenue, 5th Floor New York, New York 10065 (212) 336-8330
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VERIFICATION State of New York

)

County of New York )

ss.:

ELLEN BARKIN, being duly sworn, deposes and says: I am a Member of Applehead Pictures LLC (Applehead). I have read the foregoing Verified Complaint and know the contents thereof, and the allegations contained in the Complaint are true to my own knowledge except as to those matters therein stated to be alleged upon information and belief, and as to those matters, I believe them to be true. The sources and grounds of my knowledge, information, and belief as to all matters in the foregoing Verified Complaint are derived from my personal knowledge and involvement in the events underlying this litigation and my review of the records of Applehead. This verification is made. by me because I am a Member of Applehead, a Limited Liability Company.

Sworn10 before me this /a7 day of August, 2007

Notary Public
ROBERTA ANN LEONE Notary Public, State of New York No. 244790044 Qualified in King6 Caun Certificate Filed in New York k n t y Commission Expires June 30,20&

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