FILED: NEW YORK COUNTY CLERK 03/17/2010
INDEX NO. 650179/2010
NYSCEF DOC. NO. 1
RECEIVED NYSCEF: 03/17/2010
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
ROB FUSARI PRODUCTIONS LLC,


Index No.




Plaintiff,


SUMMONS [FBEM Case]
-against-


This Summons was filed
TEAM LOVE CHILD LLC and MERMAID
on March 17, 2010
MUSIC LLC,


Plaintiff's Address:




Defendants.
260 East Mount Pleasant Avenue
Livingston, New Jersey 07038


To the above named Defendants:

YOU ARE HEREBY SUMMONED to appear in this action and to serve a copy of your
answer on the attorneys for the Plaintiff within twenty (20) days after service of this Summons,
exclusive of the day of service; or otherwise as provided by law as indicated below.* In case of your
failure to answer, judgment will be taken against you by default for the relief demanded herein.

The basis for venue in this action is C.P.L.R. 503(a). The nature of this action is breach of
contract.

Dated: March 17, 2010


Defendants' Address: 135 West 70th Street, #1A, New York, New York 10023






MELONI & McCAFFREY, P.C.
Attorneys for the Plaintiff

By: _________________________
Robert S. Meloni
1515 Broadway, 11th Floor
New York, New York 10036
Telephone: (212) 520-6089


*Note: The law provides that: (a) If this summons is served by its delivery to you personally within the State of New York,
you must appear and answer within twenty (20) days after such service; or (b) If this summons is served by delivery to any
person other than you personally, or is served outside the State of New York, or by publication, or by any means other than
personal delivery to you within the State of New York, you are allowed thirty (30) days after proof of service thereof is filed
with the Clerk of this Court within which to appear and answer.

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MELONI & McCAFFREY, P.C.
Robert S. Meloni, Esq.
Thomas P. McCaffrey, Esq.
1515 Broadway, 11th Floor
New York, New York 10036
Telephone: 212-520-6089
Facsimile: 917-210-3758
R.Meloni@m2law.net
T.Mccaffrey@m2law.net

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
ROB FUSARI PRODUCTIONS LLC,


Index No.:




Plaintiff,



-against-
COMPLAINT

TEAM LOVE CHILD LLC and MERMAID
MUSIC LLC,





Defendants.


Plaintiff Rob Fusari Productions Limited Liability Company (hereinafter
"Plaintiff"), by its attorneys, Meloni & McCaffrey, P.C., as for its complaint against the above
named defendants Team Love Child LLC ("TLC") and Mermaid Music Inc. ("Mermaid")
(collectively "Defendants") alleges as follows:
INTRODUCTION
Heaven has no rage like love to hatred turned,
Nor hell a fury like a woman scorned.1

All business is personal. When those personal relationships evolve into romantic
entanglements, any corresponding business relationship usually follows the same trajectory so
that when one crashes they all burn. That is what happened here.



1 The Mourning Bride by William Congreve (1670-1729).

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THE PARTIES

1.
At all relevant times herein, Plaintiff has been and remains a limited liability
company organized and existing under the laws of the State of New Jersey, with a principal place
of business located at 260 East Mount Pleasant Avenue, Livingston, New Jersey 07038.
2.
Plaintiff is 100% owned and operated by Rob Fusari, a talented, multi-platinum
song writer and producer, recently selected and featured as one of Billboard Magazine's Top Ten
Music Producers of 2009. Mr. Fusari's extensive track record as a songwriter and producer
includes three number 1 hits: "Bootylicious" by Destiny's Child, "Wild, Wild West" by Will
Smith and "Love That Man" by Whitney Houston. Mr. Fusari has also worked with such
successful artists as the Jonas Brothers, Jessica Simpson, Kelly Rowland, and Britney Spears.
3.
Upon information and belief, at all relevant times herein, Defendant Mermaid has
been and remains a limited liability company organized and existing under the laws of the State
of New York, with a principal place of business at 135 West 70th Street, #1A, New York, New
York 10023.
4.
Upon information and belief, Mermaid is equally owned and operated by its
members, Stephani Germanotta p/k/a "Lady Gaga" and her father, Joe Germanotta. Ms.
Germanotta's talent and meteoric rise to fame as an entertainer and recording star is well
documented and incontestable.
5.
Upon information and belief, at all relevant times herein, Defendant TLC has
been and remains a limited liability company organized and existing under the laws of the State
of New Jersey, with a principal place of business at 135 West 70th Street, #1A, New York, New
York 10023. TLC's members are Mermaid (80%) and Plaintiff (20%).


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JURISDICTION AND VENUE
6.
Upon information and belief, at all relevant times herein, both Defendants
regularly transact business within the State of New York from their principal place of business at
135 West 70th Street, #1A, New York, New York 10023.
7.
Upon information and belief, at all relevant times herein, both Defendants
regularly contract to supply goods and services within the State of New York.
8.
This Court also has personal jurisdiction over both Defendants because they
expressly consented to the jurisdiction of this Court for all claims relating to the agreement that
is the subject of this action.
9.
This Court has personal jurisdiction over the Defendants pursuant to CPLR 302.
10.
Venue is proper in New York County because the principal place of business of
both Defendants is located at 135 West 70th Street, #1A, New York, New York 10023 and a
majority of the wrongful conduct, including the breaches alleged herein, occurred within the City
of New York.
11.
Accordingly, jurisdiction and venue are proper before this Court.
BACKGROUND
12.
On the night of March 23, 2006, before the then Stefani Germanotta's
performance at a New Writers' Showcase at New York's The Cutting Room, she approached
singer-songwriter Wendy Starland and asked if Starland remembered her from Germanotta's
days working as an intern at Famous Music Publishing. It turned out that the two were both on
the venue's roster to perform that night.
13.
At the time, Starland had been musically collaborating regularly with Rob Fusari
for over 2 years. Starland knew that Fusari had been searching for months for a dynamic female

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rock-n-roller with garage band chops to front an all girl version of The Strokes. Starland was
blown away by Germanotta's performance and immediately called Fusari and told him she had
found him his girl.
14.
Starland then put Germanotta on the phone with Fusari. While the two talked,
Fusari listened to some of Germanotta's music on her PureVolume web page. While not
overwhelmed by Germanotta's song selections, he could tell she had more to offer creatively and
invited her out to his production studio in Parsippany, New Jersey.
15.
The next day Germanotta took the bus to Parsippany from the Port Authority
depot and then hiked a quarter-mile to reach Rob Fusari's 150 Studios.
16.
Fusari was expecting someone a little more grundge-rocker than the young Italian
girl "guidette" that arrived at his doorstep and was worried that he had made a mistake. Fusari
then asked her to play one of her songs on the studio piano and within seconds realized that
Germanotta had star potential. The trick would be coaxing it out of her.
17.
Before long, Germanotta was riding the bus to Jersey every day to work with
Fusari at his studio. Fusari thought Germanotta's songs were brilliant but lacked commercial
appeal. He pushed her to explore different musical genres. Over the course of the next several
months, Germanotta commuted from New York to Jersey seven days a week, radically reshaping
her approach. They put their focus on writing music and finding a sound for her.
18.
Fusari finally convinced Germanotta to abandon rock riffs and add dance beats.
He demonstrated how the sound of a drum machine would not hurt the integrity of her music.
That day the two finished writing "Beautiful, Dirty, Rich", a song that later appeared on
Germanotta's debut album, and the die was cast. They went on to co-write a number of what
later turned out to be hits, including "Papparazzi", "Brown Eyes" and "Disco Heaven."

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19.
Fusari also created the name "Lady Gaga" for his protege. During those early
days the two worked out of his Parsippany studio, Fusari likened Germanotta's dramatic
personality to Queen's Freddy Mercury, and would always greet Germanotta's arrival with his
rendition of Queen's "Radio Ga Ga". One day when Fusari addressed a cell phone text to
Germanotta under the moniker "Radio Ga Ga" his cell phone's spell check converted "Radio" to
"Lady." Germanotta loved it and "Lady Gaga" was born.
20.
Working intensely in such close emotional quarters over a sustained period
nurtured Fusari and Germanotta's relationship to a new, personal and romantic level, and the two
began to spend all of their time together as a couple. Germanotta started staying over at Fusari's
home and Fusari, in turn, began socializing with Germanotta's family, regularly dining with
Germonatta's parents and siblings at their home in Manhattan.
21.
Fusari began shopping the CD they produced with the songs they had co-written
to a number of record companies with which Fusari had a relationship.
22.
In or about May of 2006, Fusari and Germanotta formalized their business
relationship as well. Fusari, then doing business as Fusari Productions, Inc., entered into an
agreement with defendant Mermaid to form and organize what is now defendant TLC for the
purpose of exclusively professionally exploiting Germanotta and the songs that Fusari co-wrote
and or produced. It was then that Fusari first learned about the extensive involvement of Joe
Germanotta in the business dealings of his talented daughter.
23.
Fusari had intended to sign Germanotta to a standard production deal directly with
Fusari Productions, Inc., which would allow Fusari's company to develop and produce
Germanotta's master sound recordings, which would then be distributed under a separate
distribution deal through one of the recognized major record labels.

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24.
Joe Germanotta, who is a controlling member of defendant Mermaid, the
company that then controlled the rights to exploit Germanotta's daughter, would not agree to that
traditional arrangement. Instead, Joe Germanotta suggested a compromise whereby Mermaid
and Fusari could share control of the exploitation of his daughter and her sound recordings
through a third company, defendant TLC. Not wanting to create any friction with the family of
his girlfriend, Fusari agreed to this arrangement.
25.
On or about May 17, 2006, Rob Fusari Productions Inc. ("Fusari Inc.) (a
corporation 100% controlled, operated, and managed by Rob Fusari), and Mermaid entered into
a production agreement (the "Production Agreement").
26.
The Production Agreement provides that Fusari Inc. and Defendant Mermaid,
among other things, formed Defendant TLC, a New Jersey limited liability company that would
furnish the exclusive recording services of Stefani Germonatta a/k/a "Lady Gaga" (the "Artist"),
to a major record label/distributor, for the Artist to furnish her exclusive recording services to the
contemplated New Jersey limited liability company upon its formation, and for Fusari Inc. to
furnish the production services of Rob Fusari to the contemplated New Jersey limited liability
company upon its formation. Fusari owned twenty percent (20%) of TLC and Mermaid owned
eighty percent (80%).
27.
One of the important rights granted to Fusari in the Production Agreement was
the mandate that required Fusari's signature on any agreements concerning Germanotta,
including recording and distribution agreements.
28.
During this same period, Fusari, who was then represented by his personal
manager Laurent Besencon of New Heights Entertainment LLC pursuant to a Personal
Management Agreement dated October 21, 2004 ("2004 Management Agreement"), introduced

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Besencon to Lady Gaga. Bescencon, realizing after hearing the recorded results of Fusari's work
with the young artist, requested that he be allowed to represent Lady Gaga as well as Fusari,
making the argument at the time that it would keep their burgeoning enterprise all under one
roof. Fusari relented.
29.
Fusari then played Germanotta's music for Joshua Sarubin, Vice President of
A&R for Island Def Jam ("IDJ") and Sarubin immediately brought Fusari and Germanotta into
IDJ to hear her play live. During that session, L.A. Ried, then President of IDJ, who heard
Germanotta performing from his office, came into the audition and decided on the spot to sign
her to a record deal. Her first album was tentatively scheduled for release in May 2007.
30.
At this point, Fusari and Mermaid decided to renegotiate their Production
Agreement in order to address such areas of exploitation as merchandising rights. Also, the IDJ
deal had refused to guaranty Fusari's rights as producer on any of Germanotta's albums, so the
parties also made sure to address those rights in their new agreement. The end result was the
TLC Amendment.
31.
On or about September 8, 2006, Plaintiff and Defendant Mermaid executed the
TLC Amendment. The TLC Amendment was signed by (a) Rob Fusari, on behalf of Plaintiff,
(b) Rob Fusari, on behalf of Fusari Inc., (c) Stefani Germanotta, as a member of Mermaid, and
(d) Joe Germanotta, as a member of Mermaid. A copy of the TLC Amendment is attached
hereto as Exhibit A.
32.
Paragraph 1(c) of the TLC Amendment states that
Effective upon the complete execution of this Agreement by the
parties, [Rob Fusari d/b/a Rob Fusari Productions Inc.] hereby
irrevocably sells, transfers and assigns to [Plaintiff] one hundred
percent (100%) of [Rob Fusari d/b/a Rob Fusari Productions
Inc.]'s right, title, and interest in and to [Rob Fusari d/b/a Rob
Fusari Productions Inc.]'s Membership interest in [Team Love

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Child LLC] (the "Transferred Interest"), and, as a result,
[Plaintiff] shall be a Member in [Team Love Child LLC] with
respect to the Transferred Interest, and [Plaintiff]'s resulting
Ownership Percentage shall be 20%.

33.
Therefore, pursuant to paragraph 1(c) of the TLC Amendment, Plaintiff became a
member of TLC along with Mermaid immediately upon the execution of the TLC Amendment.
34.
Pursuant to paragraph 1(b) of the TLC Amendment, the ownership percentages of
the members of TLC are as follows: Mermaid - 80%; Plaintiff - 20%.
35.
Within paragraph 2(a), the TLC Amendment further provides that
[c]ontemporaneously with the complete execution of this
Agreement, [Mermaid] shall enter into an agreement (the
"Furnishing Agreement"), annexed hereto and made a part hereof
as Exhibit "A," to furnish Artist's exclusive recording services to
[Team Love Child LLC]. (emphasis added)

36.
As set forth in paragraph 2(a), attached to the TLC Amendment as "Exhibit A" is
the Furnishing Agreement, also dated September 8, 2006 and signed by (a) the Artist, in her
individual capacity, (b) the Artist, as a member of Mermaid, (c) Joe Germanotta, as a member of
Mermaid, and (d) an Rob Fusari as an authorized representative of TLC.
37.
As contemplated by paragraph 2(a) of the TLC Amendment, the Furnishing
Agreement provides that Mermaid is entitled to the Artist's exclusive recording services, and in
turn, Mermaid will furnish to TLC the exclusive recording services of the Artist for the purpose
of TLC furnishing said Artist's services to a "Distributor."
38.
Nowhere in the Furnishing Agreement is a particular Distributor mentioned by
name.
39.
As set forth in paragraph 2(b) of the TLC Amendment, TLC entered into a
distribution agreement with The Island Def Jam Music Group ("IDJ") (the "First Distribution

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Agreement"). The parties to the TLC Amendment agreed that IDJ would be deemed a
"Distributor."
40.
The remaining portions of paragraph 2(b) generally set forth Mermaid's and
TLC's obligations to Plaintiff in recognition of the execution and the obligations of the First
Distribution Agreement, such as Mermaid's obligations that, in turn, would allow Plaintiff to
deliver albums to TLC's Distributor.
41.
Paragraph 2(c) of the TLC Amendment outlines the applicable time period, or
term, of the TLC Amendment. The term of the TLC Amendment is defined therein as extending
from the date of the Production Agreement, which is May 16, 2006, until the commercial release
and delivery of the "Fourth IDJ Commitment Album," as that phrase is defined in paragraph
2(b). The date of the release and delivery of the "Fourth IDJ Commitment Album" is defined as
the "Assignment Date."
42.
However, paragraph 2(d) of the TLC Amendment provides, in pertinent part, as
follows:
" ... if the [First Distribution Agreement] expires or terminates
prior to the Assignment Date, then the Term hereof shall
nonetheless be deemed to remain in effect without interruption
whatsoever, and shall be automatically suspended, until the date
on which [Team Love Child LLC] enters into a Distribution
Agreement with a new Distributor. In no event, however, shall
any such suspension continue for more than twelve (12) months,
after which the Term of this Agreement shall automatically
expire."

43.
This last provision was soon put to the test, when L.A. Ried's capriciousness
struck again when Germanotta was unexplainably dropped from IDJ after only three months.
Accordingly, the First Termination Agreement would have expired unless, within twelve (12)
months of termination, TLC entered into a distribution agreement with a new distributor.

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Document Outline

• Summons
• Fusari-Gaga Complaint (filed 3-17-2010)

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