EFTA00299556.pdf

Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 1 of 5 DISTRICT COURT OF THE VIRGIN ISLANDS. DIVISION OF ST. THOMAS AND ST. JOHN X J.P. Molyneux Studio, Ltd. and Juan Pablo Molyneux FIRST AMENDED COMPLAINT -against- Case No. 3:10-cv-00034 Jeffrey Epstein and L.SJ., LLC. X PLAINTIFFS, by and through the undersigned counsel, for their First Amended Complaint allege as follows: JURISDICTION AND AMOUNT IN CONTROVERSY 1. PlaintiffJuan Pablo Molyneux is a citizen of the State of New York. 2. PlaintiffJ.P. Molyneux Studio, Ltd. is incorporated in the State of New York and maintains its principal place of business in the State of New York. 3. Defendant Jeffrey Epstein is a citizen of the Territory of the U.S. Virgin Islands. 4. Upon information and belief, the remaining Defendant, L.SJ., LLC, is organized in the State of Delaware and maintains its principal place of business within the U.S. Virgin Islands. 5. This Court has original jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a) because the amount in controversy exceeds $75,000, exclusive of costs, interest and disbursements and the Plaintiffs and Defendants are citizens of different states. 6. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(a), (c). EFTA00299556  Case: 3:10-cv-00034-cVG -RM Document #: 8 Filed: 06/11/10 Page 2 of 5 FACTS COMMON TO ALL COUNTS 7. Juan-Pablo Molyneux is a world-renowned interior designer. 8. Jeffrey Epstein, via his company L.S.J., LLC, is the owner of Little Saint James, a 70-acre island within the U.S. Virgin Islands. 9. In 2005, the parties entered into an agreement whereby the Plaintiffs would provide design services for the residential compound Epstein was constructing on Little Saint James. 10.Subsequently, disputes arose between the parties with respect to the design services to be provided by Plaintiffs. 11.On May 15, 2009; the parties entered into a Settlement Agreement, annexed hereto, whereby the Defendants released all claims they might have had against the Plaintiffs in exchange for $1.2 million. 12.Following the Settlement Agreement, the parties entered into a written contract on May 15, 2009, entitled Agreement for Design Services ("Design Services Agreement"), annexed hereto, wherein the parties agreed that the Plaintiffs would perform certain design services related to the office pavilion being constructed by Defendants on Little Saint James, for which Plaintiffs would credit Defendants' account with Plaintiffs in the amount of $250,000 to be applied toward such services. The specific services to be provided were itemized on Exhibit B to the Design Services Agreement (the "Exhibit B Services"). 13.The Settlement Agreement specifically provides that the Design Services Agreement "shall not be treated as an inducement to the execution of the Settlement Agreement." Settlement Agreement at 1 2. 14.Subsequent to the execution of the Design Services Agreement, Plaintiffs, with the assistance of an internationally-known woodworking craftsman, undertook to and did perform the Exhibit B Services, thereby satisfying their obligations pursuant to the Design Services Agreement. 2 EFTA00299557  Case: 3:10-cv-00034-CVG -RM- Document #: 8 Filed: 06/11/10 Page 3 of 5 15.On January 26 and 27, 2010, Plaintiffs travelled to Little Saint James to supervise the final stages of the work pursuant to the Design Services Agreement. It was agreed that Epstein would be present in order to give his approval of the work. Epstein, however, failed to attend this agreed meeting. 16.On March 10, 2010, Defendants' agent created a Punch Liit cataloguing certain tasks remaining to be completed pursuant to the Design Services Agreement 17.On March 22, 2010, Plaintiffs again travelled to Little Saint James to meet with Epstein in an effort to finalize the work performed by Plaintiffs pursuant to the Design Services Agreement. Epstein again failed to attend the agreed meeting. In an effort to perform their obligations under the Design Services Agreement, Plaintiffs and their representatives, nevertheless, undertook to complete, and did complete, the Punch List items falling under the Design Services Agreement. 18.On March 25, 2010, Defendants' agent signed offon all items enumerated on the Punch List by signing it and noting that all the woodwork on the list was done with the exception of three minor items, none of which was specified in Exhibit B to the Design Services Agreement 19.Although their agent had signed off on the Punch List Defendants' counsel sent a letter to Plaintiffs on April 15, 2010, claiming that Plaintiffs had failed to perform their obligations pursuant to the Design Services Agreement 201n the letter, Defendants' counsel also claimed that the Plaintiffs fraudulently induced Defendants to enter both the Settlement Agreement and the Design Services Agreement 21.In an effort to resolve the dispute, Plaintiffs' representatives once again traveled to Little Saint James on April 29, 2010 to meet with Defendants' representatives. The meeting was unproductive and Defendants' counsel continued wrongfully to insist that Plaintiffs had not satisfied their obligations with respect to the Design Services Agreement. 3 EFTA00299558  Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 4 of 5 FIRST CLAIM DECLARATORY JUDGMENT 22. Plaintiffs repeat and reallege the allegations contained in paragraphs one through 21 above. 23. There are justiciable controversies with respect to the following issues: a. Whether the Plaintiffs substantially performed their duties as required by the Design Services Agreement; b. Whether Defendants violated their duty of good faith and fair dealing under the Design Services Agreement by engaging in conduct that was inconsistent with the terms and purpose of that agreement and the reasonable expectations of the parties by, among other things: (a) wrongfully rejecting the Plaintiffs' work with respect to the Exhibit B Services; and, (b) absenting themselves from the meetings between the parties which were held to resolve their differences, thereby interfering with and failing to cooperate with Plaintiffs in the performance of their obligations; and c. Whether, as alleged in Defendants' April 15, 2010 letter, Plaintif fraudulently induced Defendants to enter the Settlement Agreement and the Design Services Agreement. 24.A declaration of the rights among the parties is warranted pursuant to 28 U.S.C. § 2201. WHEREFORE, Plaintiffs demand judgment against the Defendants as follows: a. Adjudging and declaring that Plaintiffs substantially performed their duties as required by the Design Services Agreement; 4 EFTA00299559  Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 5 of 5 b. Adjudging and declaring that the Defendants violated their duty of good faith and fair dealing under the Design Services Agreement; and c. Adjudging and declaring that Plaintiffs did not fraudulently induce Defendants to enter the Settlement Agreement or the Design Services Agreement, and that the Settlement Agreement and Design Services Agreement are valid and enforceable; and Awarding such other and further relief as the Court deems equitable and just. Respectfully Submitted, Rosh D. Alger Esquire, LLC • Attorneys for Plaintiffs DATED: June 11, 2010 St. Thomas, U.S. Virgin Islands By: s/ Rosh D. Alger Roth D. Alger, Esq. VI Bar No. 932 PMB 10 Royal Dane Mall #12 St. Thomas VI 00802 Tel. Fax 5 EFTA00299560  Case: 3:10-cv-00034-CVG-RM Document #: 8-1 • Filed: 06/11/10 Page 1 of 1 Oaf 44 (Aso 11441 CIVIL COVER SHEET Then 44 civil ant Abumid kfure by local is<= etaat Thå bianapeassetan ocantanuf Seta: natter tapioca oat the Oki endure/4e 0(p:cad:rim of alai dby @a hdkial Coafacact ofdo Ualacd papas as tic docket daca. <312 sØ Oat THE ItEvCIt% OF 771E Meta) Screemba 1974. is tiqurred for the tee or he [late :it bY fre. rzta;:: as rovicka for @a 'creole of nehlint 1. (a) PLAINTIFFS flI ». Molyneux Stada, Ltd. and Imo Pablo Moly DEFENDANTS neux Jeffrey Epstein and Ic.S.1, LLC (b) Coanyellteddettes canto Irate abbtår New York, NY I Calm «Raider« «nu Listed Dcfaudant St. TEOCOLA VI (rsf mUs ?urn s7e) (IN US.NARTF? CASES 034.7) NOTE: R4 LAND C0141XACHA11074CASES VS t Tnt LOCA11010, THE LAM IthOLYEb. (C) Aliorrity7 Yaw. Mien; TAPhftc Ø(d~ Rosh hfil 10 Royal Dane Mall 12, St. Thomas VI Ma; Denise M. Francois, Esq. Hodge R Francoi 1340 Taana:bcsg, St Tborou. 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REQUESTED IN • Dort (S A CLASS AMON DEMANDS CHECK YES Day ifdaunt:da COMPLAINT: UNDEXiii23 l kt aapidnt • VEIL RELATE JURY DEMAND: • 0 yes økt D CASE(S) IF ANY istainnaggle moan Ø741N1317/1 DATE iK/M/S7U/S0FA1701UtS7 Dr @SCO W O64J/2O1O s/Rosh D. Alger rug c Lat tow@ ILD2127T I Dear APPLYING 17-7. JUDGE • MAO NOCE EFTA00299561  . Case: 3:10-cv-00034-CVG-RM Document ti: 8-2 Filed: 06/11/10 Page i of 6 TIILS AGREEMENT, catered into this 15th day of May, 2009, by and among Juan Pablo Molyneux Molyneux Studio, Ltd. (-Studio", and 113, -MolyneuxiL.S.J, LLC ("LSJ") and Jeffrey together with Epstein (-Epstein"). WHEREAS, disputes have arisen between Mol yneux, on the one hand, £SJ and Epstein, on the other hand, relating and to payments and deliverables connection with design and related services in by Molyneux for LSJ and/or with respect to Little St James Island and other Epst ein properties beneficially owned Epstein (the "Disputes"); and by WHEREAS, the parties hereto desire to settle all Disputes as provided in Agreement; this NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, promises and other provisio ns contained herein. JP, Studio, and Epstein (the `Pardee), Intending to be bou LSJ nd, hereby agree as follows: 1. The Parties agree to settle the Disputes, Upo accordance with the provisions of this Agreem n, subject to and in ent 2. On or before May 1E, 2009, Molyneux Alan Two Hundred Thousand Dollars pay Epstein One Million ($1,200,000) by wire transfer of that account designated In writing by Epstein to amount to an Molyneux not later than May 15, With the payment of this amount; all clai ≥009. ms shall be released and extinguishe except for claims to enforce the provisions d, of this Agreement or the Design Agreement of even date herewith. Said Des Serv ices ign Services Alp cement provides its remedies for any breach thereof, shall not own affect the release provisions of Settlement Agreement, and shall not be treated this as an inducement to the execution the Settlement Agreement of 3. (a) Epstein and LS) and each of thei surr executors and administrators (collectively, r escors, assigns, heirs, the *Epstein Releasors") hereby fully irrevoCably.release each of JP and Stu-d and io, and each of their successors, principals, heirs, executors, and adminis assig ns, trators (collectively, the Releaseef), of and from any and all manner 'Mo lyneux of claims, demands, rights, losses, obligations, duties, damages, debts, liabilities, expenses, interest, penalties, fees, attorneys' fees, costs, actions pote sanctions, , ntial actions, causes of action, agreements, judgments, decrees, matters suits, , Issues and controversies of any nature or description whatsoever, whe kind, ther known or unknown; disc undisclosed, accrued or unaccrued, apparen lose d or t or not apparent foreseen unforeseen, matured or not matured, susp or ected or unsuspected, liquidated or liquidated, fixed or contingent not whether direct, derivative, Indi representative, legal, equitable, or of any vidual, type, or in any other capacity; whe based on state, local, foreign, federal, statutor ther y, regulatory, common, or other law, for, upon or by reason of any matter, cause, or thing whatsoever In any way to, involying, referring to, arising out relating of, or based upon, directly or indirectly, any 1 EFTA00299562  Case: 3:10-cv-00034-CVG-RM Doc ument fi: 8-2 Filed: 06/11/10 Page 2 of 6 actions, transactions, occurrences,stateth ents, representations, misrepr omissions, allegations, facts, practices, eve esentations, nts, claims or aoy other matters or whatsoever, or any series thereof, exis things ting .or occurring on or prior to the hereof relating in any way to the Disp date utes. Anything to the contrary in this 3(a) notwithstanding, nothing herein shal Section l release the MolyneuxReleasees of their respective joint or several obli from any gations under this AgreeMent or the Services Agreement Design (b) JP and Studio and each of their successo executors and administrators (collectively, rs, assigns, heirs, the lvfolyneux Releasore) hereby and irrevocably release each of Epst fully ein and LS), and each of their assigns, principals, heirs, executors, and successors, administrators (collectively, the Rekasee,$), of and from any and all manner 'Epstein of claim's, demands, rights, liab losses, ohligations,.duties, damages deb ilities, , ts, expenses, interest penalties, san fees, attorneys' fees, costs, actions, pote ctions, ntial actions,, causes of action, suit agreements, judgments, matters, Issues and controversies of s, nature or description whatsoever, whe any kind, ther kr-town or unknown, disclose undisclosed, accrued or unaccrued, d or apparent or not apparent, fore unforeseen, matured or not matured, sus seen or pected or unsuspected, liquidated liquidated, fixed or contipgent whether or not direct, derivative, Individ representative, legal, equitable, or of ual, any type, or in any other capacity, based on state, local, foreign, federal, stat whether utory, regulatory, common, or oth for, upon or by reason of any matter, caus er law, e, or thing whatsoever In anyway to, involving, referring to, arising out relating of, or based upon, directly or Indirect actions, transactions, occurrences, stat ly, any ements, representations, mis omissions, allegations, facts, practices, even repr esen tations, t*, claims or any other matters or whatsoever, or any series thereof, existing things or occurring on or prior to the hereof relating. in any way to the Disp date utes. Anything to the contrary in this 3(b) notwithStandIng, nothing herein shal Section l release the Epstein Releaseesfro their respectiVe joint or several obligations m any of under this Agreement or the Services Agreement Design ' 4. By entering into thLs'Agreement, the Parties nor shall they be deemed to have mad do not Intend to maki, e, any admission of liability of any whatsoever. The Parties agree that they are kind entering Into this Agreement purpose of settling certain disputes betw for the een them and to avoid further with respect to those disputes. exp ense 5. The Pisties agree that the existence, term pursuant to this Agreement are strictly confide s, and consideration paid ntial and that this Agreement will not be filed in any court, except in proceedings to enforce this Agreement or the Design Sea-vices Agreement. No Party may reve al any facts about this Ay-cement or the this settlement without the prior, writt terms of en consent of each of the other Panics; however, that a Party may disclose facts abou provided, t the settlement (0) to its or his emp loyees, 2 EFTA00299563  Case: 3:10-cur-00034-CVG-RM Document ft: 8-2 Filed: 08/11/10 Page 3 of 6 accountants and attorneys who require the sam e for the purpose ornerier-ming employment duties or providing professional (heir services to such Party; (ii) to its or insurers or re-insurers; (iii) as required -by any his law, regulation, or rule of a court or cour agency, or (iv) in response to a duly auth t orized subpoena or court order. Befo disclosing any facts about the actficanent unde re r provisos (i) or (ii) above, the Part making the disclosure shall inform the receivin y g party of the terms of this confidentiality provision and shall take reasonable measure to s ensure that the receiving party agrees to make further disclosures of the requeste info not d rmation. Ai least five business days ' prior to disclosing any facts about the settleme nt under provisos (El) or (iv) above (oth than in connection with proceedings to enforce er the provisions of this Agreement or Design Services Agreement), to the extent perm the issible by law, regulation, rule o f a or court agency or court order, the Party mak court ing or asked to make the disclosure inform each of the other -Panics of the proposed ditc shall losure or request for information, and shall, t1 the request of any Party and at the east of such requesting Party, file disclosure or response to the request for information any about the settlement or the terms of this .Agreement pursuant to a motion or otIlv : formal request that the information maiittaincd in confidence and/or held under be seal. 6. -The Parties agree that the prior drafting shill not be used to construe any term of history of this Agreement this Agreement ThisAgreement has negotiated by each Party and such Party's resp been ective attorneys, and the lang hereof will not be construed for or aga uage inst any such Party as the principal this Agreement . drafter of • 7. The individnak signing this Agreement and behalf such indiiiduals are signing here the Parties on whose by represent and wan-ant that empowered and authorized to sign on beh they are alf of and bind the Parties for whom have signet they 8. The Parties represent and warrant that, as-o Agreement, they have not assigned, conveyed, f the Effective Date of this or otherwise transferred the righ any claims, demands, causes of action, righ ts to ts, or obligations related in any . the claims to be released in paragrap way to hs 3(a) and 3 (b) to any other person norshall they hereafter do so. or entity, 9. Each Party agrees that this Agreement shall successors, and assigns of each Party. be binding upon the heirs, 10. Each Patty represents and agrees tha reviewed this Agreement and has had t such Party: (I) has fully the opportunity to seek advice independent counsel of Its choosing with resp by ect to the same; (ii) fully understand the terms of this Agreement and s has entered Into this Agreement volu without any coercion or duress on the ntarily part of any person or entity; and (iii) was 3 EFTA00299564  Case: 3:10-cv-00034-CVG-RIvi Document #: 8-2 Filed: 06/11/10 Page 4 of 6 given adequate time to consider all implications of this Agreement prior to entering into it 11. This Agreement may be executed in any number of coun of which shall be deemed an original, but all of which together terparts, each shall constitute one and the same instrument Signatures of this Agreement transm itted by fax shall have the same effect as original signatures. 12. This Agreement may not be amended or modified except by a Instrument executed by the duly authorized representatives of all of .written the Parties. Any waiver of any provision hereof must be In writing and signed by the party to be charged with such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose for which such waiver Is given. No failure on the part of ariy Party to exercise, and no delay In exercising, any right, power or privilege under this Agreement shall operate as*a waiver thereo f; nor shall any single or partial exercise of any right power or privilege unde r this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13. Any statements, communications or notices to be provided to this Agreement shall be In writing and sent by hand pursuant delivery or by reputable 'overnight courier to the attention of the Parties Indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) For Epstein and LSJ; Darren K Indyke, Esq. 301 East 66th Street, 10B New•Yori:, New York 10065 For JP and Studio: Jay Goldberg, Esq. 250 Park Avenue Suite 2020' k 10177 14. This Agreement shall be governed by and. construed•1n with the laws of the Virgin Islands applicable to agreements entere accordance d into entirely within the Virgin Islands, without regard to the principles of Virgin Islands law regarding conflicts of laws. 4 EFTA00299565  Case: 3:10-cv-00034-CVG-RM Document #: 8-2 Filed: 06/11/10 Page 5 of 6 15. Each Party irrevocably and unconditionally submits to the f jurisdiction of any court sitting In the Virgin Islands over any exclusive suit, action or proceeding arising out of or relating to the Disputes. Each Party agree