Filing # 161097505 E-Filed 11/11/2022 04:37:02 PM

IN THE CIRCUIT COURT OF THE

ELEVENTH JUDICIAL CIRCUIT IN AND
FOR MIAMI-DADE COUNTY, FLORIDA
FRABIAN ELI CARRION,
an individual
Case No: 22-016738-CA-01 (CA06)
Plaintiff,

v.

EMMANUEL GAZMEY SANTIAGO,

an individual and REAL HASTA LA
MUERTE, LLC., a Florida limited
liability company,

Defendants.
___________________________________/

EMMANUEL GAZMEY SANTIAGO,

an individual and REAL HASTA LA
MUERTE, LLC., a Florida limited
liability company,

Counter-Plaintiffs,

v.

FRABIAN ELI CARRION,

an individual

Counter-Defendant.
___________________________________/

DEFENDANTS’ ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S

COMPLAINT AND DEFENDANTS’ COUNTERCLAIM

Defendants EMMANUEL GAZMEY SANTIAGO (“Artist”) and REAL HASTA LA

MUERTE, LLC (“Company”) (collectively, “Defendants”), by and through undersigned counsel,

hereby files their Answer and Affirmative Defenses to Plaintiff FRABIAN ELI CARRION’s

(“Carrion” or “Plaintiff”) Complaint, and hereby files their Counterclaim, alleging as follows:
 JURISDICTION 1

1. Admitted for jurisdictional purposes only, and denied as to liability.

PARTIES

2. Defendants are without knowledge and therefore denied.

3. Admitted.

4. Admitted.

VENUE

5. This paragraph contains a legal conclusion and therefore no response is required.

CONDITIONS PRECEDENT & ATTORNEY’S FEES

6. Denied.

7. Denied.

GENERAL ALLEGATIONS

8. Denied.

9. Admitted.

10. Denied as stated.

11. Denied.

12. Admitted in that Artist recorded and released music while incarcerated, and otherwise

denied.

13. Admitted in that Artist released his debut album on or about July 17, 2018 following his

release from prison, and otherwise denied.

14. Admitted.

15. Denied as stated.

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Defendants adopt the headings provided by Plaintiff in his Complaint for convenience and
reference purposes only.

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16. Admitted.

17. Admitted that Plaintiff was a member of Company and its Chief Executive Officer, and

otherwise denied.

18. Admitted that Artist has had success in the music industry, engaged in strategic business

partnerships and purchased a professional basketball team in Puerto Rico, and otherwise denied.

19. Admitted that Artist terminated the Management Agreement (attached as Exhibit A to

Plaintiff’s Complaint), and otherwise denied.

20. Admitted that Plaintiff was removed as member of Company on or about August 22, 2022,

and otherwise denied.

21. Admitted that Plaintiff was also removed from Company’s bank account, and otherwise

denied.

22. Denied.

COUNT I – BREACH OF MANAGEMENT AGREEMENT

(Against the Artist)

23. Defendants reaffirm their responses to paragraph 1-22 above and further responds:

24. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

25. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

26. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

27. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

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 COUNT II – UNJUST ENRICHMENT
(Against the Artist and the Company- In the Alternative)

28. Defendants reaffirm their responses to paragraph 1-22 above and further responds:

29. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

30. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

31. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

COUNT III – CONSTRUCTIVE TRUST

(Against the Artist)

32. Defendants reaffirm their responses to paragraph 1-22 above and further responds:

33. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

34. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

35. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

36. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

37. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

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 COUNT IV – ACCOUNTING
(Against the Artist and the Company)

38. Defendants reaffirm their responses to paragraph 1-22 above and further responds:

39. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

40. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

41. This paragraph contains a legal conclusion and therefore no response is required. To the

extent a response is required, such allegations are denied.

AFFIRMATIVE DEFENSES

First Affirmative Defense

Plaintiff’s claims are barred, in whole or in part, by estoppel and/or waiver to the extent

Plaintiff failed to comply with its contractual and/or professional obligations to Defendants.

Specifically, Plaintiff breached the Management Agreement at issue by, among other things,

executing documents in Defendants’ name without Artist’s knowledge, written consent or

ratification, as required by the Management Agreement, as well as transferring and converting

significant funds from the Company’s accounts without authorization, which Plaintiff used to fund

his own extravagant lifestyle; to satisfy his and his family’s personal and professional obligations

unrelated to the Defendants; and otherwise to benefit himself to the detriment of the Defendants.

Second Affirmative Defense

The injuries and damages sustained by Plaintiff, if any, as a result of the purported

occurrences set forth in Plaintiff’s Complaint were caused, in whole or in part, by Plaintiff’s own

fraudulent acts and omissions, and/or other illegal acts and omissions of Plaintiff, including but

not limited to, Plaintiff breaching the Management Agreement at issue by, among other things,

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executing documents in Defendants’ name without Artist’s knowledge, written consent or

ratification, as required by the Management Agreement, as well as transferring and conversion

significant funds from the Company’s accounts without authorization, which Plaintiff used to fund

his own extravagant lifestyle; to satisfy his and his family’s personal and professional obligations

unrelated to the Defendants; and otherwise to benefit himself to the detriment of the Defendants.

Third Affirmative Defense

The injuries and damages sustained by Plaintiff, if any, as a result of the purported

occurrences set forth in Plaintiff’s Complaint were caused, in whole or in part, by Plaintiff’s breach

of contract, fault, and failure to act. Examples of such include but are not limited to, Plaintiff

breaching the Management Agreement at issue by, among other things, executing documents in

Defendants’ name without Artist’s knowledge, written consent or ratification, as required by the

Management Agreement, as well as transferring and converting significant funds from the

Company’s accounts without authorization, which Plaintiff used to fund his own extravagant

lifestyle; to satisfy his and his family’s personal and professional obligations unrelated to the

Defendants; and otherwise to benefit himself to the detriment of the Defendants.

Fourth Affirmative Defense

Depending on Plaintiff’s claims at trial, and to the extent Plaintiff alleges oral discussions

and/or modifications, Plaintiff’s claims are barred, in whole or in part, by the parol evidence rule

and/or the statute of frauds to the extent the alleged oral discussions and/or modifications were not

reduced to writing. In fact, the Management Agreement explicitly states that “no modification,

amendment, waiver, or change shall be valid except in a writing signed by both parties hereto.”

See Exhibit A to Plaintiff’s Complaint.

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 Fifth Affirmative Defense

Plaintiff’s claims are barred, in whole or in part, by the doctrine of unclean hands.

Examples of such include but are not limited to, Plaintiff breaching the Management Agreement

at issue by, among other things, executing documents in Defendants’ name without Artist’s

knowledge, written consent or ratification, as required by the Management Agreement, as well as

transferring and converting significant funds from the Company’s accounts without authorization,

which Plaintiff used to fund his own extravagant lifestyle; to satisfy his and his family’s personal

and professional obligations unrelated to the Defendants; and otherwise to benefit himself to the

detriment of the Defendants.

Sixth Affirmative Defense

Plaintiff has failed to state a cause of action upon which relief can be granted. Plaintiff’s

claim for breach of contract against Defendants fails to state a cause of action against Defendants

as Plaintiff committed blatant fraud and unequivocally materially breached the Management

Agreement, prior to Artist’s termination thereof, such that immediate termination, notwithstanding

the notice provision of the Management Agreement was sufficient and equitable. Notwithstanding,

there is no provision in the Management Agreement regarding Defendants being obligated not to

remove Plaintiff as a manager of the Company or not to remove Plaintiff from the Company bank

account. As it relates to Plaintiff’s claim for damages from Artist’s alleged breach of the

Management Agreement and from unjust enrichment, it is axiomatic that Plaintiff cannot, either

legally or equitably, be permitted to make such assertions considering Plaintiff is currently in

possession of, and has already used and converted, millions of dollars belonging to the Defendants

for his own personal and professional benefit to Defendants’ detriment. As a result of Plaintiff’s

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acts, as outlined above, Plaintiff cannot be entitled to a constructive trust and/or an accounting

from Defendants.

Seventh Affirmative Defense

Plaintiff’s claims are barred, in whole or in part, because of lack of consideration. Plaintiff

conveyed no consideration, or insufficient consideration, to Defendants to support its present

contract-based claims or equitable claims. Plaintiff so blatantly failed to perform his contractual

obligations to Artist under the Management Agreement, and his fiduciary duties to Defendants as

Artist’s manager and the CEO of the Company, that Defendants have lost millions of dollars

already, and may be required to spend significant sums of money to rectify issues created by

Plaintiff. Considering the Management Agreement, obligated Plaintiff “to do all things necessary

and desirable to promote Artist’s career and maximize earnings therefrom,” Plaintiff provided no

consideration, or at minimum insufficient consideration, to supports his current claims.

Eighth Affirmative Defense

To the extent that Plaintiff alleges any recoverable damages in this action, such damages

are subject to set-off. Plaintiff breached the Management Agreement at issue by, among other

things, executing documents in Defendants’ name without Artist’s knowledge, written consent or

ratification, as required by the Management Agreement, as well as transferring and converting

significant funds from the Company’s accounts without authorization, which Plaintiff used to fund

his own extravagant lifestyle; to satisfy his and his family’s personal and professional obligations

unrelated to the Defendants; and otherwise to benefit himself to the detriment of the Defendants.

In doing so, Plaintiff has caused Defendants to lose millions of dollars for which Defendants are

rightfully entitled, and thus, even if Plaintiff is entitled to damages in connection with his claims,

such damages will be far less than the damage Plaintiff’s acts have caused to Defendants.

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 RESERVATION OF RIGHTS TO AMEND AFFIRMATIVE DEFENSES

Defendants reserve the right to allege additional affirmative defenses as they may present

themselves in the future or otherwise may be learned through discovery.

JURY DEMAND

Defendants demand a jury trial on all issues so triable.

DEFENDANTS’/COUNTER-PLAINTIFFS’ COUNTERCLAIM AGAINST CARRION

Defendants/Counter-Plaintiffs’ EMMANUEL GAZMEY SANTIAGO (“Artist”) and

REAL HASTA LA MUERTE, LLC (“Company”) (collectively, “Counter-Plaintiffs”), by and

through undersigned counsel, and pursuant to Rule 1.170 of the Florida Rules of Civil Procedure,

hereby file their Counterclaim against Plaintiff/Counter-Defendant FRABIAN ELI CARRION

(“Carrion”), alleging as follows:

NATURE OF THE CASE

1. This is an action for, among other things, fraud, breach of contract, breach of fiduciary

duty, and conversion stemming from the unequivocal failures of Carrion to perform his

contractual obligations to, and act in the best interest of, the Counter-Plaintiffs. The contract at

the forefront of this action––i.e., the contract which expressly set forth Carrion’s obligations to,

and authority to act on behalf of, the Counter-Plaintiffs, and through which Carrion carried out

his fraudulent scheme to exploit the Counter-Plaintiffs by, among numerous other acts and

omissions, grossly exceeding his authority––is the Management Agreement between Artist and

Carrion dated March 8, 2019 (the “Management Agreement”). See Plaintiff’s Complaint, at

Exhibit A.

2. In fact, in complete and utter contravention of his contractual and fiduciary duties; all

reasonable sense of morality; and his years long friendship with Artist, which led Artist to place

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his full trust in Carrion, Carrion (i) entered into contracts, and executed binding documents in

connection therewith, on behalf of the Counter-Plaintiffs without Artist’s knowledge, and Artist’s

written consent or ratification, as required by the Management Agreement and otherwise; (ii)

conspired with third parties to hike prices on, among other things, real estate, private jets and

automobiles in return for “kickbacks”; and (iii) ultimately, bilked Counter-Plaintiffs out of

millions of dollars for which they are rightfully entitled.

3. Carrion thereafter used the stolen monies to fund his own extravagant lifestyle; to satisfy

his and his family’s personal and professional obligations unrelated to the Counter-Plaintiffs; and

otherwise to benefit himself to the detriment of the Counter-Plaintiffs.

PARTIES, JURISDICTION, and VENUE

4. Artist, known professionally as Anuel AA, is an individual resident of the State of Florida,

and a widely acclaimed recording artist in the Latin trap music genre. Artist is otherwise sui juris.

5. Company is a Florida limited liability company organized pursuant to the laws of the State

of Florida, with its principal place of business located in Miami, Florida.

6. Carrion is an individual resident of the State of Florida, and is otherwise sui juris.

7. This Court has jurisdiction over this Counterclaim because it arises out of the same

transaction or occurrence that is the subject matter of the Plaintiff’s Complaint, and because the

Counter-Plaintiffs seek recovery in excess of the jurisdictional threshold, exclusive of attorneys’

fees and costs.

8. Venue is appropriate in Miami-Dade County, Florida pursuant to the express terms of the

Management Agreement, and because a significant amount of the events and transactions

underling this Counterclaim, as well as the damages suffered as a result of Carrion’s acts and

omissions, as outlined herein, occurred in this judicial district.

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 9. All conditions precedent to maintaining this action have occurred, been performed or

waived, or are otherwise futile.

GENERAL ALLEGATIONS

10. Artist began his rise to superstardom in approximately 2010. He released his first album,

entitled “Real Hasta la Muerte,” in July of 2017. 2 In fact, Artist was “one of the Boricua,” i.e.,

native Puerto Rican, rappers, “who spearheaded the Latin trap movement.” Id,

11. The album was wildly successful, leading to Artist being named the Artist of the Year,

Favorite Male Artist and Favorite Urban Artist, and the album being named the Album of the

Year and Favorite Urban Album, at the 2019 Latin American Music Awards. 3

12. Artist was also named the New Artist of the Year at the 2019 Billboard Latin Music

Awards, as well as being nominated as the Top Latin Artist at the 2019 Billboard Music Awards,

with the album also being nominated for Top Latin Album of the Year by both publications. 4

13. Artist has continued to have significant financial success, both in the music industry, and

through alternative business endeavors, and has been nominated for a number of other awards

over the last few years.

14. Artist and Carrion had been friends for some time, yet despite their friendship, and despite

Carrion having earned significant sums of money over the years acting as Artist’s representative

2
See Paul Simpson, Anuel AA – Artist Biography, https://www.allmusic.com/artist/anuel-aa-
mn0003551236/biography (last visited November 10, 2022).
3
See Jessica Rolz, Latin American Music Awards 2019: See the Complete List of Nominees,
Billboard (September 4, 2019), https://www.billboard.com/music/latin/latin-amas-2019-
nominations-list-8528783/.
4
See Jennifer Drysdale, Billboard Latin Music Awsrds 2019: All of the Best Performances,
Biggest Winners and Most Memorable Moments, ET Online (April 7, 2019),
https://www.etonline.com/billboard-latin-music-awards-live-updates-today-2019-04-25; see also
Joe Lynch, 2019 Billboard Music Award Winners: The Complete List, Billboard (May 1, 2019),
https://www.billboard.com/music/awards/billboard-music-awards-2019-winners-list-8509655/.

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 in the entertainment industry, and as a direct result of Artist’s personal successes, Carrion

maliciously exploited that friendship, breached his obligations and fiduciary duties to the

Counter-Plaintiffs, and conspired with third parties to defraud the Counter-Plaintiffs out of

millions of dollars between 2018 and 2022, as further outlined herein.

I. The 2018 Letter of Intent

15. On or about June 20, 2018, Artist and Carrion first entered into a contractual agreement in

connection with Carrion’s representation of Artist. The letter of intent, attached as Exhibit A

hereto, entitled Carrion to act as Artist’s exclusive manager in the entertainment industry–defined

as “all recording business, publishing, artistic presentations, tours, sponsorships, merchandise,

and acting.” See Exhibit A.

16. In consideration for Carrion’s services thereunder, Artist agreed to pay Carrion ten percent

(10%) of gross income earned from Artist’s endeavors in the entertainment industry. Notably,

from the outset of the relationship, it was understood and agreed that Carrion was to “seek the

consent or ratification of [Artist] for each business before approving it.” Id.

II. The Creation of the Company and the SST Agreement

17. The Company, named after Artist’s first album, was created on or about July 30, 2018 for

the purposes of performing certain functions, including acting as a loan-out entity, in connection

with Artist’s music and business endeavors. As indicated by the Company’s Articles of

Organization, Artist was the Company’s initial registered agent, sole authorized representative,

and sole member/manager. See Exhibit B, Initial Articles of Organization for the Company.

18. On or about August 30, 2018, and based upon the advice of, and representations made by,

Carrion, Counter-Plaintiffs entered into an Attorney-Client Contingency Agreement with the law

firm Singh, Singh & Trauben (“SST”), and firm partner, Simran Singh (“Singh”), pursuant to

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 which Artist and Company agreed to pay SST seven percent (7%) of all Compensation (as defined

therein) “earned or accrued by Client or Client’s affiliated companies, arising out of or in

connection with any agreement for which Attorney [SST] has rendered any services” during the

term of the agreement. See Exhibit C, SST Agreement.

19. At Carrion’s urging, and based on Simran’s representations, Artist eventually acquiesced

in entering into the SST Agreement, which was drafted by Singh and/or one of Singh’s associates

at SST. See Id.

III. Counter-Plaintiffs Enter Into The Kobalt Agreement

20. On or about October 25, 2018, the Counter-Plaintiffs entered into an Administration

Agreement with Kobalt Music Services America, Inc. (“Kobalt”), through which Kobalt was

granted specified rights, including the right to administer and exploit certain musical

compositions written and/or produced by Artist. See Exhibit D, Kobalt Agreement.

21. The Kobalt Agreement required all payments made to Kobalt, and/or otherwise owed to

Artist thereunder, to be made directly to the Company, with Carrion being named an authorized

representative of the Company solely as it related to granting or withholding approval for

Kobalt’s uses of Artist’s musical compositions contemplated therein. Id. (emphasis added).

22. Counter-Plaintiffs received an advance deposit from Kobalt in connection with the Kobalt

Agreement on or about November 14, 2018, and approximately one-week later, ten percent (10%)

of the advance deposit was paid by the Company to Carrion, as agreed pursuant to the Letter of

Intent, see Exhibit A. In actuality, Carrion was overpaid in that he received ten percent (10%) of

Artist’s earnings prior to deductions for production costs, and other necessary expenses.

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IV. Artist and Carrion Expand Their Professional Relationship

23. On or about March 8, 2019, Artist and Carrion entered into a long form Management

Agreement to govern the parties’ relationship. See Plaintiff’s Complaint, at Exhibit A.

24. Significantly, the impetus to approach Artist regarding entering into the long form

Management Agreement came from Singh, who subsequently induced Artist into entering into

the agreement by representing to Artist that he would personally review, and advise and act as

Artist’s fiduciary with regard to, the Management Agreement,

25. The Management Agreement provided, in pertinent part, as follows:

(a) Artist hereby engages Manager [Carrion] to serve as Artists’ exclusive

manager in the Entertainment Business 5 … commencing on the
Effective Date hereof and continuing for a period of seven (7) years (the
“Term”); 6

(b) Manager agrees to use best efforts to devote himself to Artist’s career
in the entertainment business and to do all things necessary and
desirable to promote Artist’s career and maximize earnings therefrom;
and

(c) Artist hereby authorizes and empowers Manager, and Manager agrees
subject to the limitations set forth herein this Agreement: to [among
other things] (a) to represent, advise and assist Artist in fixing the terms
governing all manner of disposition, use, employment or exploitation of
Artist’s talent and the products thereof … (c) to supervise Artist’s
professional employment in the Entertainment Business on Artist’s
behalf and consult with employers and prospective employers so as to
assure the proper use and continued demand for Artist’s services … (i)
to generally promote the best interest, professional and artistic value,
5
The “Entertainment Business” is defined in the Management Agreement as “music, live
performance, personal engagements, amusement, motion picture, television, endorsements and
branding, theatrical and advertising fields and all similar areas throughout the music industry in
which Artist’s artistic talents are developed and exploited. Id.
6
Crucially, as it relates to this action, Carrion’s services under the Management Agreement were
not exclusive to Artist, however, the Management Agreed specifically stated that Carrion’s
representation of other artists and performers could “not adversely affect ... Artist’s career and/or
earnings,” or otherwise create a “conflict of interest.” Id. The Management Agreement further
specified that in the event of such Artist had the “right and power to terminate th[e] Agreement
effective immediately.” Id.

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 profit, benefit and advantage of Artist, and to advise and consult with
regards to general practices in the Entertainment Business and with
respect to such matters of which Manager may have knowledge
concerning compensation and privileges for similar artistic value

Id. (emphasis added).

26. While Artist permitted Manager to publicly hold himself out to be Artist’s exclusive

manager in the Entertainment Business, the only express agency powers granted to Manager by

way of the Management Agreement were as follows:

(a) sign agreements on Artist’s … behalf provided that Artist has

approved the terms of such agreements in writing;

(b) approve and permit the use of Artist’s name (actual and
professional), approved likeness, approved photographs and
approved biographical material in marketing and promotion of
Artist’s career (subject to prior approval of Artist);

(c) collect and receive all Gross Earnings payable to Artist; deposit
or cash any and all checks or other instruments payable to Artist;
and retain all sums owing to Manager; it being understood and
agreed however that such rights and power shall not be
extended beyond Gross Earnings earned by Artist as a result
of Artist’s activities in and throughout the Entertainment
Business and shall not relate to any personal property owned
by Artist; and

(d) audit and examine and records of parties with whom Artist has
contractual or other rights to audit and examine books and
records

Id. (emphasis added).

27. As it related to Carrion’s compensation in consideration for sufficient performance of his

contractual obligations, the Management Agreement stated:

(a) As compensation for Manager’s services rendered hereunder,

and except as otherwise provided expressed herein, Artist
hereby agrees to pay Manager a sum equal to ten percent (10%)
of Artist’s “Gross Earnings” … that are earned and received
during the Term (the “Commission”);

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 (b) The term “Gross Earnings,” as used herein refers to the total of
all monetary earnings, whether in the form of salaries, earnings,
fees, bonuses, royalties, advances against royalties, sponsorship
fees, endorsement fees, residuals, deferred compensation, shares
of profits, or any other kind or type of income which is directly
related to Artist’s career in the Entertainment Business.

(c) Notwithstanding anything to the contrary herein, Gross Earnings

shall specifically exclude: (i) bona fide recording costs paid by
Artist, including any monies paid from part of an “advance” or
recording fund received by Artist, or paid to third parties on
behalf of Artist … (iii) any income derived from any business
investments and entrepreneurial activities unrelated to Artist’s
career in the Entertainment Business … (x) any monies or other
consideration paid or credited to Artist (or on Artist’s behalf)
and required to be paid and actually used by Artist to pay
unaffiliated third-party co-publishers, co-writers, and
songwriters or their designees … and (xvii) any sums paid to
Artist’s so-called “loan-out” companies as specific
reimbursement for payroll taxes, guild or union pension and
welfare payments;

(d) Artist shall reimburse Manager for reasonable, out-of-pocket,

verifiable expenses incurred by Manager during the Term that
are necessary for the performance of Manager’s duties
hereunder, but in no event shall Artist be responsible for any
expenses related directly to Manager’s general overhead
expenses, operating expenses or any other costs or expenses
incurred by Manager except as expressly provided for herein;
and

(e) Notwithstanding the foregoing, Artist shall not be responsible

for paying or reimbursing Manager for any expenses, cost or
charge incurred by Manager whatsoever in excess of five
hundred dollars ($500) (either single or expense or in the
aggregate during any calendar month)(“Manager Expense(s)”),
unless such Manager Expense(s) are approved in writing by
Artist prior to such Manager Expense(s) being incurred and
unless Manager provides all receipts, vouchers, and/or other
documentation as may be requested [by] Artist in its sole
discretion, evidencing the expense, cost or charge

Id. (emphasis added).

28. The Management Agreement further explained:

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 In the event that any party actually pays any Gross Earnings to
Manager instead of Artist, Manager agrees to immediately pay
Artist (or Artist’s designee [e.g., Artist’s legal counsel]) the entire
amount of those Gross Earnings so that Artist’s designee can carry
out the terms of this Agreement with respect to the Commission,
unless Artist gives written approval for Manager to retain his
Commission … and pay the balance to Artist accompanied with a
copy of any statements received by Manager in connection
therewith

Id. (emphasis added).

29. Shortly after entering into the Management Agreement, and based on the express and

implied representations made by Carrion therein, as well as in reliance on their years long

friendship, Artist showed his trust in Carrion by adding him as a manager of the Company (see

Exhibit E, Company’s 2019 Annual Report); naming him the Chief Executive Officer of the

Company; and making him an authorized individual with respect to the Company’s bank account

at Chase Bank (the “Company Account”).

30. Carrion was never an equity owner in the Company, despite being added as a manager, and

significantly, never contributed any financial capital whatsoever toward the Company.

V. Carrion Uses Stolen Company Funds and Receives Kickbacks In Furtherance of His
Fraudulent Scheme

(a) Real Estate Purchases

31. In April of 2019, Artist purchased a condo in Sunny Isles, Florida, and in September of

2019, Artist purchased a home for his parents in Miami, Florida.

32. Upon information and belief, Carrion agreed, and conspired, with real estate agent, Rafael

Zuzolo (“Zuzolo”) of Realty ONE Group Evolution, such that Carrion would assist Zuzolo in

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 getting Counter-Plaintiffs to pay a higher than necessary price for the real estate, and in return,

Zuzolo would pay Carrion a percentage of the purchase price, or a flat fee, as a “kickback.” 7

33. In November of 2020, Carrion purchased a home in Doral, Florida for a purchase price of

approximately $3.17 million. Upon information and belief, between November of 2020 and

present day no less than $1 million from the Company Account was used by Carrion, or at

Carrion’s direction, in connection with the purchase and remodeling of his home. See Exhibit F,

Warranty Deed for Carrion’s Home; see also Exhibit G, Company Account Statement for October

31, 2020 to November 30, 2020 (showing payment of $613,528.51 from the Company Account

to the law firm Weisburg, Eisen & Possenti, P.A; the firm that prepared the warranty deed); see

also Exhibit H, Checks from the Company to the Grand Floridian. Indeed, the payments were

made without Artist’s knowledge, and without written consent or ratification.

(b) Automobile Purchases

34. In January of 2019, Carrion purchased a 2018 Range Rover from Irenko Auto Sales, Inc.

(“Irenko”), paying the entirety of the $21,000 down payment from the Company Account without

Artist’s knowledge, consent or ratification. See Exhibit I, Company Account Statement for

January of 2019. Upon information and belief, a number of other payments towards Carrion’s

Range Rover have been made from the Company Account and/or from other accounts belong to

the Counter-Plaintiffs.

35. And, on or about August 21, 2020, Carrion––naming the Company as the buyer and himself

as the co-buyer––purchased a 2012 Lamborghini Aventador from Irenko for a total purchase price

of $354,536.20 without Artist’s knowledge, consent or ratification. See Exhibit J, Retail

7
Notably, without Artist knowledge, consent or ratification, on or about February 24, 2022,
Carrion unilaterally added Zuzolo as a Registered Agent for the Company. See Exhibit F,
Company’s 2022 Annual Report.

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 Installment Contract. Between September of 2020 and August of 2022, at least $191,814.48 was

paid from the Company to Irenko and a related finance company named RBI Alliance, LLC

towards the purchase price for the Lamborghini, which upon information and belief, Carrion

gifted to one of his other clients, artist Kendo Kaponi (“Kaponi”), who is affiliated with Carion’s

solely owned company Eli Entertainment, LLC, and not affiliated in anyway with the Company.

(c) Jewelry Loans and Private Jet Rentals

36. Further, Carrion took out a loan of more than $1 million from a jewelry company named

One of One Timepieces, Inc. (“One of One”). And, despite the loan being provided to Carrion,

and not the Company, the entirety of the $1 million loan was repaid by the Company without

Artist’s knowledge, consent or ratification.

37. Upon information and belief, Carrion frequently engaged in similar fraudulent acts,

including using Company funds without Artist’s knowledge, consent or ratification, in connection

with private jet rentals for himself, his family, and other clients of his who were not associated

with the Company. Upon information and belief, Carrion used a number of different companies

to do so, including Global Jet.

VI. Carrion Defrauds the Company Out of Excess Monies Paid to Him in Connection With
the Orchard Agreements

38. On or about November 7, 2019, the Counter-Plaintiffs entered into a global distribution

agreement with Orchard Enterprises NY, Inc. ("Orchard"), pursuant to which Orchard and Sony

Music Entertainment US Latin LLC became the exclusive distributors of certain music recorded

by Artist, and were granted specified rights, including exclusive rights to sell, copy, distribute,

perform, sublicense, monetize and otherwise exploit Artist’s recordings (the “First Orchard

Agreement”).

19
 39. In connection with the First Orchard Agreement, Orchard paid Artist a delivery advance,

and in accordance with the terms of the Management Agreement, Carrion was paid ten percent

(10%) of the advance by the Company, with Carrion, once again, being overpaid in that necessary

deductions were not made to Artist’s earnings prior to Carrion receiving his ten percent (10%)

fee.

40. Despite Carrion being paid all monies owed to him in connection with the First Orchard

Agreement, and in fact being overpaid, directly from Orchard, Carrion was paid an additional

$775,656.40 from the Company in 2020 in connection with the First Orchard Agreement. Carrion

never disclosed, or accounted for, the excess payments to the Counter-Plaintiffs, as such payments

were a part of Carrion’s scheme to defraud Counter-Plaintiffs out of monies for which they are

rightfully entitled.

41. On or about January 26, 2021, Counter-Plaintiffs entered into a second global distribution

agreement with Orchard pertaining to the distribution, exploitation, and administration of certain

Artist recordings. See Exhibit K, Second Orchard Agreement. 8

42. And, despite Orchard (and Broadcast Music, Inc.) 9 paying all monies owed to Carrion in

connection with the Second Orchard Agreement directly to Carrion, and in fact overpaying

Carrion as explained above, Carrion was paid an additional $745, 550 in 2020, and an additional

1.145 million in 2021, in connection with the Second Orchard Agreement. Carrion never

disclosed, or accounted for, the excess payments to the Counter-Plaintiffs, as such payments were

8
The First and Second Orchard Agreements are collectively referred to herein as the “Orchard
Agreements.”
9
Broadcast Music, Inc., or BMI as it is generally referred to, is a performance rights organization
that collects license fees on behalf of Artist’s and their affiliated entities, retaining a small fee for
the services before transferring the remainder to an artist and/or an artist’s designee.

20
 a part of Carrion’s scheme to defraud Counter-Plaintiffs out of monies for which they are

rightfully entitled.

VII. Carrion Defrauds the Company Out of Excess Monies Paid to Him in Connection With
the Kobalt Agreement and Amendment

43. On or about July 27, 2022, Carrion electronically executed an amendment to the Kobalt

Agreement without Artist’s knowledge, consent or ratification, as required by the Management

Agreement (the “Kobalt Amendment”). See Exhibit L, Kobalt Amendment. Further, pursuant to

a letter of direction attached to the Kobalt Amendment, which was also electronically executed

by Carrion without Artist’s knowledge, consent or ratification, ten percent (10%) of all monies

earned in connection therewith was to be paid by Kobalt directly to Carrion’s solely owned entity

Eli Entertainment. Id.

44. Upon information and belief, in contravention of its internal policies and/or the duties it

undoubtedly owes to Counter-Plaintiffs due to the parties’ business and contractual relationship,

Kobalt failed to take any steps whatsoever to verify the validity of Carrion’s fraudulent electronic

signature.

45. In connection with the Kobalt Agreement and Amendment, Counter-Plaintiffs earned

multi-million dollars in 2022, all of which was paid directly to Eli Entertainment and SST, and

all, or at least a significant amount, of which was never transferred by Carrion and/or Singh to the

Company.

46. Upon information and belief, Carrion and Singh had agreed, and conspired, to withhold

and retain those monies for their own personal and professional use and benefit.

47. In addition to wrongfully withholding and retaining the monies referenced above, which

were paid to Carrion and Singh directly from Kobalt and intended for Counter-Plaintiffs, Carrion

was paid an additional $505,000 from the Company in connection with the Kobalt Agreement

21
 and Amendment during 2022. In furtherance of his fraudulent scheme, Carrion never disclosed,

or accounted for, the excess payments to the Counter-Plaintiffs.

VIII. Carrion Steals and Retains Monies Set-Aside at Artist’s Direction for the Payment of
Taxes, Leaving Counter-Plaintiffs With Significant Tax Liability

48. From 2018 to 2022, Artist entrusted Carrion––as his manager and the CEO of the

Company––with deciding on when and how to structure Counter-Plaintiffs’ tax payments so as

to maximize Counter-Plaintiffs’ annual earnings, but Carrion was specifically told to set aside

millions of dollars each year for satisfaction of Counter-Plaintiffs’ tax liabilities.

49. Disregarding explicit instructions, as well as the best interests of the Counter-Plaintiffs,

Carrion instead decided against setting aside funds for payment of Counter-Plaintiffs’ taxes, and

instead, purportedly allocated a majority of the set aside funds towards other investments and

business opportunities, leaving Counter-Plaintiffs with significant tax liabilities for those years.

50. Carrion did so without Artist’s knowledge, consent or ratification, and upon information

and belief, Carrion (and likely, Singh and/or SST) remain in actual or constructive possession of

millions of dollars which were set aside specifically to be used towards Counter-Plaintiffs’ tax

payments, and/or has otherwise used the monies to fund his continued extravagance, to pay

personal and professional expenses unrelated to Counter-Plaintiffs, and otherwise to benefit

himself to the detriment of the Counter-Plaintiffs.

IX. Carrion, On Behalf of the Counter-Plaintiffs, Purchases a Professional Basketball Team

in Puerto Rico

51. On or about June 8, 2021, based on the advice of, and representations made by, Carrion,

Artist acquiesced in purchasing a Puerto Rican professional basketball team named Capitanes de

Arecibo. Despite approaching Artist and making numerous representations to him regarding the

viability of the investment, at no time prior or subsequent to the purchase did Carrion ever notify

Artist of the terms of the purchase, or advise him as to the significant additional expenses the

22
 Counter-Plaintiffs would, and in fact did, incur in connection with funding and operating a

professional basketball team.

52. Shortly following Carrion’s agreement, on behalf of the Counter-Plaintiffs, to purchase the

team, the Company paid the former owner, Luis R. Monrouzeau ("Monrouzeau"), at least

$786,000, and paid an additional approximately $834,343.35 towards team payroll, taxes, and

other team expenses.

53. Upon information and belief, Carrion had a secret agreement with Monrouzeau whereby

Counter-Plaintiffs would overpay to purchase the team, and in return, Carrion would receive a

“kickback” based on the percentage of the purchase price, or a flat fee. Upon information and

belief, and without Artist’s knowledge, consent or ratification, Carrion used Company and team

funds to purchase gifts, property, and other assets for himself and others.

X. Carrion Enters into Fraudulent Agreements with CMN and Zuffa, and Receives
“Kickbacks” In Connection Therewith

54. On or about January 11, 2022, without Artist’s knowledge, consent or ratification, Carrion

executed a term sheet with Cardenas Marketing Network (“CMN”) on behalf of Counter-

Plaintiffs, pursuant to which CMN was to act as Counter-Plaintiffs’ exclusive promoter for a

specified number of concert tours during the term (the “CMN Term Sheet”). See Exhibit M, CMN

Term Sheet.

55. And, on or about April 27, 2022, Carrion, on behalf of Counter-Plaintiffs, entered into an

unauthorized verbal handshake agreement with Jose Max Torres Perez (“Perez”) and his company

Buena Vibra Group ("BVP"), whereby Perez and BVP would execute a sponsorship deal with

Zuffa LLC d/b/a Ultimate Fighting Championship (the “Zuffa Agreement”) that required Artist

to perform certain obligations on behalf of Zuffa, see Exhibit N, Zuffa Agreement.

23
 56. At no time did Carrion inform, or seek the consent of, Artist as to his agreement with Perez

or the Zuffa Agreement, and further, shortly after the Zuffa Agreement was finalized, either

Carrion himself, or someone else at Carrion’s direction, transferred $950,000 to Zuffa from the

Company, and another $254,565.89 to Jose Max Torres Perez (“Perez”) from the Company

shortly after the Zuffa Agreement was finalized. Upon information and belief, this was another

“kickback” scheme orchestrated by Carrion to Counter-Plaintiffs’ detriment.

57. Upon information and belief, the payment to Perez was in consideration of a secret

agreement between Carrion and Perez, pursuant to which each would receive a cut of monies in

connection with the Zuffa Agreement. Upon information and belief, Carrion entered into a similar

agreement with CMN and/or an agent or representative of CMN, which precipitated him

fraudulent entering into the CMN Term Sheet on behalf of the Counter-Plaintiffs. 10

XI. Other Miscellaneous Fraudulent Acts By Carrion

58. Between September 23, 2020 and June 21, 2020, approximately $234, 350 was transferred

from the Company Account directly to Carrion and/or Eli Entertainment, either by Carrion or at

his direction, and without Artist’s knowledge, consent or ratification. Upon information and

belief, the monies were used to pay certain personal and professional obligations of Carrion and/or

Eli Entertainment, including numerous payments to Kaponi and Carrion’s personal

assistant/Company security guard, Alexis Parra (“Parra”), who was aware of, and conspired with

Carrion in furtherance of, the fraudulent scheme outlined herein.

59. Upon information and belief, and without Artist’s knowledge, consent or ratification,

Carrion also provided Kaponi and Parra with Company credit cards, which he told them could be

10
Upon information and belief, Carrion engaged in another similar “kickback” scheme with
someone at Wolfe Law Miami, and either by Carrion himself, or at Carrion’s direction, the
Company paid $250,000 to Wolfe Law Miami on or about December 23, 2020.

24
 used without limitation, and that all payments would be made by the Company. This is in addition

to the Company credit card Carrion maintained possession of, and used at will and to excess, for

a number of years.

60. In addition to those acts outlined above, between 2019 and present day, Carrion used

significant Company funds to, among other things, fund his own extravagant lifestyle and

professional endeavors not associated with the Counter-Plaintiffs; purchase gifts and necessities

for, and pay other personal obligations of, his family and other artists which he manages; and to

otherwise benefit himself to the detriment of Artist.

61. Upon information and belief, and without Artist’s knowledge, consent or ratification,

Carrion stole and utilized Company funds, as follows:

(a) Payment of approximately $40,483.11 for goods and merchandise

at, among other places, Dolce & Gabanna, Hugo Boss, Luis
Vuitton, Best Buy, and Apple;

(b) Payment of approximately $133,516.10 towards his wife, Priscilla

Carrasco’s (“Priscilla”) 11 expenses, such as her phone, internet,
utilities, and credit card bills;

(c) Payment of more than $20,000 towards Carrion’s personal

expenses and expenses of Eli Entertainment, including for phone
Internet, utilities, car insurance, and essentially daily Ubers and
food deliveries through Uber Eats;

(d) Withdrawing at least $238,000 in cash; 12

(e) Payment of approximately $87,500 to Cervera Real Estate Inc. for

the deposit on a Penthouse Beach Club;

11
For a few years prior to Parra being hired as Carrion’s assistant, Priscilla worked as a secretary
for the Company and acted as Carrion’s assistant, being paid, upon information and belief, an
exorbitant amount (i.e., approximately $12,000 per month) in salary throughout that time
12
See, e.g., Exhibit O, Withdrawal Receipts from September 24, 2019, and December 6, 2019.
Upon information and belief, Carrion, without authorization, withdrew significantly more money
from the Company Account between approximately 2018 and present day to be used for his
personal and professional benefit.

25
 (f) Payment of approximately $29,700 to Quetglas Law Firm in
Guaynabo, Puerto Rico for an unknown purpose;

(g) Payment of approximately $15,000 to Dorado Owners LLC for

Carrion’s personal villa;

(h) Payment of approximately $40,000 to MAS Capital Investments as

a consulting fee; and

(i) Payment of approximately $61,971 to Build Up Construction &

Management in San Juan, Puerto Rico for an unknown purpose. 13

62. Upon information and belief, Carrion also used Company funds to repay $222,101.52 in

outstanding credit card debt in connection with a credit card issued by Banco Popular

Dominicano, S.A. in Santo Domingo, Dominican Republic, and to satisfy $141,000 in personal

financial obligations Carrion owed to Banco De Reservas in Santo Domingo, Dominican

Republic related to gifts, business expenses, and personal travel.

63. Carrion’s fraudulent scheme, and unequivocal breach of the Management Agreement and

his fiduciary duties to the Counter-Plaintiffs, as outlined herein, have resulted, and will result, in

Counter-Plaintiffs losing millions of dollars for which they are rightfully entitled.

COUNT I
(Fraud)
(against Carrion)

64. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

13
Counter-Plaintiffs are informed and believe that there are a number of other fraudulent
unauthorized uses of Company funds by Carrion between approximately 2018 and present day,
which Counter-Plaintiffs are unaware of at this time. Counter-Plaintiffs reserve the right to amend
this Countercomplaint at such time as Counter-Plaintiff becomes aware of said additional
fraudulent unauthorized uses through discovery, as well as through Counter-Plaintiffs’ ongoing
investigation into, including discussions with third parties in connection with, Carrion’s acts.

26
65. In connection with the foregoing scheme, and as outlined above, Frabian made numerous

false statements of material fact, including but not limited to, informing third parties that he had

authority to perform certain actions and transfer funds from the Company Account without

Artist’s knowledge, written consent or approval.

66. Further, among other things, Carrion fraudulently executed the Kobalt Amendment and

letter of direction attached thereto in Counter-Plaintiffs’ name, and purchased vehicles in

Counter-Plaintiffs’ name, including the 2012 Lamborghini Aventador from Irenko, without

Artist’s knowledge, consent or ratification.

67. Indeed, Carrion was aware at all times that his statements, and his authority to execute

those documents in Counter-Plaintiffs’ name, was false and/or did not exist.

68. Carrion intended that his representations, as outlined herein, would be relied on by third

parties, and purposely hid his actions from Plaintiff, for the sake of inducing third parties to act

or not act, and inducing Plaintiff into, among other things, not terminating the Management

Agreement, keeping Carrion on as the CEO of the Company, and keeping Carrion as an

authorized person on the Company’s Account.

69. As a result of the foregoing fraudulent scheme, Counter-Plaintiffs were damaged in an

amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find the conduct of Carrion

constitutes fraud, and award Counter-Plaintiffs appropriate damages, including monetary and

punitive damages, interest, costs, attorney’s fees and other expenses incurred by Defendants as a

result of the foregoing, including significant expenses incurred, and to be incurred, in investigating

the extent of the financial harm caused by Plaintiff, as well as any other legal or equitable relief

this Court deems just and proper.

27
 COUNT II
(Constructive Fraud)
(against Carrion)

70. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

71. As Artist’s manager in the entertainment industry, and as the CEO, and a manager, of the

Company, Carrion was in a confidential and fiduciary relationship with the Counter-Plaintiffs.

72. Carrion’s acts, as outlined herein, unequivocally constitute an abuse of those relationships,

and evidence Carrion taking unconscionable advantage of those relationships, and the trust Artist

placed in him.

73. In doing so, Carrion caused the Counter-Plaintiffs to suffer significant damages, in an

amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find the conduct of Carrion

constitutes constructive fraud, and award Counter-Plaintiffs appropriate damages, including

monetary and punitive damages, interest, costs, attorney’s fees and other expenses incurred by

Defendants as a result of the foregoing, including significant expenses incurred, and to be incurred,

in investigating the extent of the financial harm caused by Plaintiff, as well as any other legal or

equitable relief this Court deems just and proper.

COUNT III
(Fraudulent Misrepresentation)
(against Carrion)

74. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

75. In furtherance of his fraudulent scheme, and as outlined above, Frabian made numerous

false statements of material fact, including but not limited to, informing third parties that he had

28
authority to perform certain actions and transfer funds from the Company Account without

Artist’s knowledge, written consent or approval.

76. Carrion was aware at all times that his statements, and his authority to execute documents

in Counter-Plaintiffs’ name, was false and/or did not exist.

77. Carrion intended that his representations, as outlined herein, would be relied on by third

parties, and purposely hid his actions from Plaintiff, for the sake of inducing third parties to act

or not act, and inducing Plaintiff into, among other things, not terminating the Management

Agreement, keeping Carrion on as the CEO of the Company, and keeping Carrion as an

authorized person on the Company’s Account.

78. As a result of the foregoing fraudulent representations, Counter-Plaintiffs were damaged

in an amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find the conduct of Carrion

constitutes fraudulent misrepresentation, and award Counter-Plaintiffs appropriate damages,

including monetary and punitive damages, interest, costs, attorney’s fees and other expenses

incurred by Defendants as a result of the foregoing, including significant expenses incurred, and

to be incurred, in investigating the extent of the financial harm caused by Plaintiff, as well as any

other legal or equitable relief this Court deems just and proper.

COUNT IV
(Breach of Contract)
(against Carrion)
79. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

80. The Management Agreement was a valid contract between Artist and Carrion.

81. By, among other things, executing documents in Counter-Plaintiffs’ name without Artist’s

knowledge, written consent or ratification, and transferring significant funds from the Company

29
Account, which Carrion used to fund his own extravagant lifestyle; to satisfy his and his family’s

personal and professional obligations unrelated to the Counter-Plaintiffs; and otherwise to benefit

himself to the detriment of the Counter-Plaintiffs, Carrion materially breached the Management

Agreement.

82. As a result of Carrion’s numerous breaches of the Management Agreement, Counter-

Plaintiffs were damaged in an amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find that Carrion breached the

Management Agreement, and award Counter-Plaintiffs appropriate damages, including

monetary and punitive damages, interest, costs, attorney’s fees and other expenses incurred by

Defendants as a result of the foregoing, including significant expenses incurred, and to be

incurred, in investigating the extent of the financial harm caused by Plaintiff, as well as any other

legal or equitable relief this Court deems just and proper.

COUNT V
(Breach of Fiduciary Duty)
(against Carrion)
83. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

84. Counter-Plaintiffs placed significant trust and confidence in Carrion by allowing him to act

as Artist’s manager and representative in the entertainment industry, adding him as a manager,

and naming him the CEO of the Company, and adding him as an authorized person on the

Company Account.

85. Carrion accepted the responsibility and Counter-Plaintiffs’ trust in him, and assumed a

number of duties, including the duty to advise, protect, and act in the best interests of the Counter-

Plaintiffs.

30
86. By engaging in the acts herein alleged, Carrion breached those duties to Counter-Plaintiffs

and as a result, caused Counter-Plaintiffs to suffer damages in an amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find that Carrion breached his

fiduciary duties to the Counter-Plaintiffs, and award Counter-Plaintiffs appropriate damages,

including monetary and punitive damages, interest, costs, attorney’s fees and other expenses

incurred by Defendants as a result of the foregoing, including significant expenses incurred, and

to be incurred, in investigating the extent of the financial harm caused by Plaintiff, as well as

any other legal or equitable relief this Court deems just and proper.

COUNT VI
(Conversion)
(against Carrion)
87. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

88. Carrion’s acts, including transferring significant funds from the Company Account to

himself and other third parties were unauthorized in that each occurred without Artist’s

knowledge, consent or ratification, and in contravention of his obligations under the Management

Agreement, as CEO of the Company, and otherwise.

89. By engaging in the foregoing conduct, Carrion deprived Counter-Plaintiffs of millions of

dollars for which they are rightfully entitled, and Carrion maintains possession of, or has already

expended significant funds belonging to Counter-Plaintiffs such that Counter-Plaintiffs have been

deprived of such funds.

90. As a result, Counter-Plaintiffs have been damaged in an amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find that Carrion converted

funds rightfully belonging to the Counter-Plaintiffs, and award Counter-Plaintiffs appropriate

damages, including monetary and punitive damages, interest, costs, attorney’s fees and other

31
expenses incurred by Defendants as a result of the foregoing, including significant expenses

incurred, and to be incurred, in investigating the extent of the financial harm caused by Plaintiff,

as well as any other legal or equitable relief this Court deems just and proper.

COUNT VII
(Civil Conspiracy)
(against Carrion)
91. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

92. Upon information and belief, Carrion conspired with a number of third parties, including

but not limited to, SST, Singh, Zuzolo, Parra, Kobalt and others, to carry out his fraudulent

scheme and to convert monies rightfully belonging to Plaintiffs, as outlined herein.

93. In further of the fraudulent scheme, Carrion, among other things, executed agreements on

behalf of the Counter-Plaintiffs without Artist’s knowledge, consent or ratification, and converted

millions of dollars in Company funds for his own use, as well as for use by other third parties

unassociated with the Counter-Plaintiffs.

94. As a result of Carrion’s conspiracy with the above parties and others, Counter-Plaintiffs

have been damaged in an amount to be determined at trial.

WHEREFORE, Counter-Plaintiffs request that this Court find that Carrion engaged in a

civil conspiracy to Counter-Plaintiffs detriment, and award Counter-Plaintiffs appropriate

damages, including monetary and punitive damages, interest, costs, attorney’s fees and other

expenses incurred by Defendants as a result of the foregoing, including significant expenses

incurred, and to be incurred, in investigating the extent of the financial harm caused by Plaintiff,

as well as any other legal or equitable relief this Court deems just and proper.

32
 COUNT VIII
(Accounting)
(against Carrion)
95. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

96. As Artist’s manager in the entertainment industry, and as the CEO, and a manager, of the

Company, Carrion was in a confidential and fiduciary relationship with the Counter-Plaintiffs.

97. As explained above, Carrion actively failed to disclose, and instead to hide, his acts, as

provided above, from Counter-Plaintiffs at all times.

98. Because of such, a remedy at law is inadequate, and Carrion must account to Counter-

Plaintiffs for all funds rightfully belonging to Counter-Plaintiffs, as well as any tangible and/or

intangible things Carrion is in possession of as a result of his unauthorized use of Company funds

and exploitation of Counter-Plaintiffs.

WHEREFORE, Counter-Plaintiffs request that this Court find that Carrion must account

to Counter-Plaintiffs, as described above, and award Counter-Plaintiffs any other legal or

equitable relief this Court deems just and proper.

COUNT IX
(Constructive Trust)
(against Carrion)
99. Counter-Plaintiffs hereby incorporate by reference each and every allegation set forth in

paragraphs 1 through 63 as if fully set forth herein.

100. As Artist’s manager in the entertainment industry, and as the CEO, and a manager, of the

Company, Carrion was in a confidential and fiduciary relationship with the Counter-Plaintiffs.

101. Through such confidential and fiduciary relationship, Carrion owed a number of duties,

and made a number of expressed and implied promises to Counter-Plaintiffs, including the

33
promises that he would transfer monies rightfully belonging to Counter-Plaintiffs to the Counter-

Plaintiffs, and not convert such funds.

102. As a result of his actions, Carrion has been unjustly enriched to the detriment of the

Counter-Plaintiffs, thus justifying the imposition of a constructive trust.

WHEREFORE, Counter-Plaintiffs request that this Court find that the imposition of a

constructive trust is necessary under the circumstances described herein, and award Counter-

Plaintiffs any other legal or equitable relief this Court deems just and proper.

DEMAND FOR JURY TRIAL

Counter-Plaintiffs hereby request a trial by jury on all issues so triable.

Dated: November 11, 2022.

Respectfully Submitted:

LALCHANDANI SIMON PL
25 S.E. 2nd Avenue, Suite 1020
Miami, Florida 33131
(305) 999-5291
(305) 671-9282 (fax)
Attorneys for Defendants/Counter-Plaintiffs

By: /s/ Kubs Lalchandani

Kubs Lalchandani, Esq.
Florida Bar No.: 63966
[email protected]
Bibiana Pesant, Esq.
Florida Bar No.: 1011081
[email protected]

SALZANO ETTINGER LAMPERT &

WILSON, LLP
275 Madison Ave., Floor 35
New York, New York 10016
Tel: (646) 863-1883
Fax: (646) 365-3119
Attorneys for Defendants/Counter-Plaintiffs

34
 By: /s/ Frank Salzano
Frank Salzano, Esq. (pro hac vice
forthcoming)
[email protected]

35
 CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished this

11th day of November, 2022, via the Florida e-filing portal to: Kendrick Almaguer, Esq.,

[email protected], counsel for Plaintiff/Counter-Defendant Frabian Eli Carrion.

By: /s/ Kubs Lalchandani

Kubs Lalchandani

36