Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 1 of 93

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

Blake Lively,

Plaintiff,

v.
Case No. ________________
WAYFARER STUDIOS LLC, a Delaware
Limited Liability Company, JUSTIN
BALDONI, an individual, JAMEY HEATH, an
COMPLAINT
individual, STEVE SAROWITZ, an individual,
IT ENDS WITH US MOVIE LLC, a California
Limited Liability Company, MELISSA
JURY TRIAL DEMANDED
NATHAN, an individual, THE AGENCY
GROUP PR LLC, a Delaware Limited Liability
Company, JENNIFER ABEL, an individual,

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Defendants.
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Plaintiff Blake Lively (“Ms. Lively”) brings this action for damages against WAYFARER

STUDIOS LLC, a Delaware Limited Liability Company, JUSTIN BALDONI, an individual,

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JAMEY HEATH, an individual, STEVE SAROWITZ, an individual, IT ENDS WITH US MOVIE

LLC, a California Limited Liability Company, MELISSA NATHAN, an individual, THE

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AGENCY GROUP PR LLC, a Delaware Limited Liability Company, and JENNIFER ABEL, an

individual, and alleges as follows:

1. On January 4, 2024, prior to resuming filming of “It Ends With Us” (the

“Film”) following guild strikes, an “all hands” meeting was convened in New York to address the

hostile work environment that had nearly derailed production of the Film. Attendees of the

meeting included: (1) Justin Baldoni, who is the co-chairman and co-founder of Wayfarer Studios

LLC (“Wayfarer”) (the owner of the Film), as well as the Director, Executive Producer, and actor

in the lead role of Ryle Kincaid; (2) Jamey Heath, the Chief Executive Officer of Wayfarer and

Producer of the Film; (3) Ange Gianetti, the Film’s representative for its distributor Sony Pictures
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Entertainment; (4) Alex Saks, a producer on the Film; (5) Todd Black, a producer on the film; and

(6) Ms. Lively, who played the role of Lily Bloom in the Film. Ms. Lively also had the agreed-

upon right to have a representative present. She chose her husband, given that the meeting was

about repeated sexual harassment and other disturbing behavior by Mr. Baldoni and Mr. Heath.

2. As discussed in detail below, Ms. Lively was forced to address concerns

about Mr. Baldoni and Mr. Heath’s misconduct with them directly, and began doing so months

before filming began. The concerns she raised were not only for herself, but for the other female

cast and crew, some of whom had also spoken up. The January 4 meeting occurred only after

Wayfarer had rebuffed Ms. Lively’s efforts repeatedly.

3. During the January 4 meeting, the parties discussed in detail the

inappropriate conduct that Ms. Lively, her employees and other cast and crew experienced at the

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hands of Mr. Baldoni and Mr. Heath. After the list below was reviewed and discussed in its
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entirety, all parties present agreed that the outlined conduct would cease:
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4. This meeting was an essential step in a process the parties had agreed to

several months before to allow the cast and crew to safely resume production of the Film. In mid-

November 2023, the parties had agreed in writing to implement a list of protections enumerated in

a contract entitled, “Protections for Return to Production,” attached hereto as Exhibit A, which

included seventeen provisions designed to require Wayfarer to cease the on-set behavior of Mr.

Baldoni and Mr. Heath. One of those provisions required an “all-hands meeting” to “confirm and

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approve a plan for the implementation of [certain protections] that will be adhered to for the

physical and emotional safety of [Ms. Lively], her employees and all cast and crew moving

forward.” Exhibit A ¶ 17. After receiving the document, Wayfarer responded that “Wayfarer,

Sony and Production respectfully acknowledge that [Ms. Lively] has concerns regarding safety,

professionalism and workplace culture. Although our perspective differs in many aspects,

ensuring a safe environment for all is paramount, irrespective of differing viewpoints. Regarding

your outlined requests, we find most of them not only reasonable but also essential for the benefit

of all parties involved.”1

5. At the end of the January 4 meeting, having discussed at length the details

of concerns that had been expressed by Ms. Lively and others, the parties agreed to implement and

follow the Protections for Return to Production to ensure that the Film could be completed,

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marketed, and released safely and successfully. And it was. Production of the Film resumed on
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January 5, and concluded on February 9, 2024. The Film has been a resounding success.
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6. Leading up to and in connection with the release of the Film, during the

summer of 2024, Ms. Lively and fellow cast members promoted the Film in accordance with the
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Marketing Plan created and delivered by the Film’s distributor Sony, which is summarized in the

“talking points” attached hereto as Exhibit C. Ms. Lively and other cast members were under a
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contractual obligation to engage in media, press, marketing activities and render promotional

services in accordance with the Marketing Plan. The Marketing Plan directed the cast to “[f]ocus

more on Lily’s strength and resilience as opposed to describing the film as a story about domestic

violence” and to “[a]void talking about this film that makes it feel sad or heavy [sic]—it’s a story

of hope.” See Exhibit C at 2.2

7. In the days leading up to the Film’s release, Mr. Baldoni abruptly pivoted

away from the Film’s Marketing Plan and the types of publicity activities in which he had

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Through It Ends With Us Movie, LLC, Wayfarer ultimately confirmed its obligation to abide by all of the Protections
for Return to Production in a contractual rider, executed on January 19, 2024, which is attached hereto as Exhibit B.
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Mr. Baldoni himself launched the Marketing Plan by hosting the first press event in early May 2024 (a month before
any other cast did any promotion of the film).

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previously participated. What the public did not know was that Mr. Baldoni and his team did so

in an effort to explain why many of the Film’s cast and crew had unfollowed Mr. Baldoni on social

media and were not appearing with him in public. To that end, he and his team used domestic

violence “survivor content” to protect his public image, as described in further detail below. See

¶¶ 95–105.

8. What the public also did not know was that this was the beginning of a

multi-tiered plan that Mr. Baldoni and his team described as “social manipulation” designed to

“destroy” Ms. Lively’s reputation. That plan was backed by virtually unlimited resources.

Wayfarer’s co-founder, co-chairman, and leading financier is multi-billionaire, Steve Sarowitz,

who divulged at the Film’s New York premiere on August 6, 2024, that he was prepared to spend

$100 million to ruin the lives of Ms. Lively and her family. With that backing, Mr. Baldoni and

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his Wayfarer associates embarked on a sophisticated press and digital plan in retaliation for Ms.
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Lively exercising her legally-protected right to speak up about their misconduct on the set, with
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the additional objective of intimidating her and anyone else from revealing in public what actually

occurred.
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9. On July 31, 2024, following the recommendation of their publicist, Jennifer

Abel, Wayfarer and Mr. Baldoni retained a crisis communications specialist named Melissa
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Nathan, and her company The Agency Group PR LLC (“TAG”). Ms. Nathan delivered a proposal

to Mr. Baldoni, which included “[a] website (to discuss), full reddit, full social account take downs,

full social crisis team on hand for anything – engage with audiences in the right way, start threads

of theories (discuss) this is the way to be fully 100% protected.” Ms. Nathan also proposed the

“creation of social fan engagement to go back and forth with any negative accounts, helping to

change [sic] narrative and stay on track.” Per Ms. Nathan, “All of this will be most importantly

untraceable.” As Ms. Abel described it, the plan was to engage in “social media mitigation and

proactive fan posting to counter the negative” as well as “social manipulation.”3

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Ms. Lively obtained the communications set forth in this Complaint through legal process, including a civil subpoena
served on Jonesworks LLC.

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10. This plan went well beyond standard crisis PR. What Ms. Nathan proposed

included a practice known as “Astroturfing,” which has been defined as “the practice of publishing

opinions or comments on the internet, in the media, etc. that appear to come from ordinary

members of the public but actually come from a particular company or political group.” 4

11. On August 2, 2024, TAG circulated a “SCENARIO PLANNING”

document to Mr. Baldoni, Mr. Heath, and others, which described preparations and strategy

“should [Ms. Lively] and her team make her grievances public” (the “Scenario Planning

Document”), and is attached hereto as Exhibit D. To “get ahead of this narrative,” Ms. Nathan’s

plan proposed strategies to advance misleading counternarratives, including pushing Ms. Nathan’s

narrative that Ms. Lively had “less than favorable reputation,” proposing to “explore planting

stories about the weaponization of feminism…,” and misleadingly blaming Ms. Lively for

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production members’ job losses. See Exhibit D at 2–3.
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4
Astroturfing. CAMBRIDGE DICTIONARY, https://dictionary.cambridge.org/us/dictionary/english/astroturfing (last
visited Dec. 16, 2024); see also Astroturfing, WIKIPEDIA, https://en.wikipedia.org/wiki/Astroturfing (last visited Dec.
19, 2024) (“Astroturfing is the deceptive practice of hiding the sponsors of an orchestrated message or organization
(e.g., political, advertising, religious, or public relations) to make it appear as though it originates from, and is
supported by, unsolicited grassroots participants. It is a practice intended to give the statements or organizations
credibility by withholding information about the source's financial backers.”).

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12. Initially, Mr. Baldoni expressed concerns that TAG’s written plan was

insufficiently aggressive to “protect” him. Writing to Mr. Heath and Ms. Abel, he said he was

“[n]ot in love with the document they sent – Not sure I’m feeling the protection I felt on the call”

with Ms. Nathan and her colleagues. In response, Mr. Heath attempted to reassure Mr. Baldoni

that they had found the right people for his campaign. In Mr. Heath’s words, “the most important

part of this is how quickly they can shut things down and place stories in your favor.”

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13. Later that day, Ms. Abel and Ms. Nathan exchanged the following text

messages, expressing that Mr. Baldoni “wants to feel like [Ms. Lively] can be buried.” Ms. Abel

and Ms. Nathan agreed that, of course, they would do just that, but could not say so in writing.

“We can’t write it down to him. We can’t write we will destroy her.” “Imagine if a document

saying all the things that he wants ends up in the wrong hands.”

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14. Ms. Nathan followed this by assuring Ms. Abel: “you know we can bury

anyone [sic] But I can’t write that to him.”

15. A few days later, on August 5, 2024, Mr. Baldoni set the narrative for the

social media campaign, sending Ms. Abel a screenshot of a thread on X that had accused another

female celebrity of bullying women. Mr. Baldoni stated, “this is what we would need.”

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16. Ms. Abel responded that she had just “spoke[n] to Melissa about this…

about what we discussed last night for social and digital.” Ms. Abel added, “Focus on reddit,

TikTok, IG.” With reassurance that Ms. Lively would be “destroy[ed]” and “buried,” Wayfarer

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and Mr. Baldoni directed Ms. Nathan and her team to actively engage in their retaliatory “social

manipulation” campaign.

17. In the weeks and months that followed—with the direction and approval of

Wayfarer and Mr. Baldoni—the team engaged in a sophisticated, coordinated, and well-financed

retaliation plan.

18. The retaliation campaign relied on more than just publicists and crisis

managers spinning stories. They also retained subcontractors, including a Texas-based contractor

named Jed Wallace, who weaponized a digital army around the country from New York to Los

Angeles to create, seed, and promote content that appeared to be authentic on social media

platforms and internet chat forums. The Baldoni-Wayfarer team would then feed pieces of this

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manufactured content to unwitting reporters, making content go viral in order to influence public

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opinion and thereby cause an organic pile-on. To safeguard against the risk of Ms. Lively ever

revealing the truth about Mr. Baldoni, the Baldoni-Wayfarer team created, planted, amplified, and
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boosted content designed to eviscerate Ms. Lively’s credibility. They engaged in the same

techniques to bolster Mr. Baldoni’s credibility and suppress any negative content about him.
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19. On August 10, the day after release of the Film, Ms. Nathan’s team reported

that they had “started to see a shift on social, due largely to Jed and his team’s efforts to shift the
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narrative” against Ms. Lively.

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20. That same day, Ms. Nathan noted that as part of this shift, “[t]he majority

of socials are so pro Justin and I don’t even agree with half of them [sic] lol.”

21. Ms. Nathan then bragged to Ms. Abel that Mr. Baldoni “doesn’t realise how

lucky he is right now,” by which they were referring to their successful efforts to shut down stories

that would have revealed how Mr. Baldoni’s behavior, including “sexual connotations” on set, had

made cast and crew (beyond Ms. Lively) “uncomfortable.”

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22. Less than one week later, they again bragged about how they had shut down

stories regarding HR complaints on set. On August 15, 2024, Melissa Nathan remarked that “this

went so well . . . It was genius. So okay, we have the four majors standing down on HR

complaint.”

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23. On August 16, Ms. Nathan circulated a Daily Mail article entitled, “Is Blake
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Lively set to be CANCELLED? String of ‘hard to watch’ videos that have surfaced following ‘tone

deaf’ Q&A to promote It Ends With Us could tarnish 36-year-old star’s golden Hollywood image
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for good,” to which Ms. Abel responded: “Wow. You really outdid yourself with this piece,” and
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Ms. Nathan replied: “That’s why you hired me right ? I’m the best.”
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24. As their own words reveal, the purpose of this “social manipulation” plan

was two-fold: it aimed to both (a) conceal the pattern of harassment and other misconduct by Mr.

Baldoni, Mr. Heath, and Wayfarer, and (b) retaliate against Ms. Lively by battering her image,

harming her businesses, and causing her and her family severe emotional harm. Millions of people

(including many reporters and influencers) who saw these planted stories, social media posts, and

other online content had no idea they were unwitting consumers of a crisis PR, astroturfing, and

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digital retaliation campaign created and funded by Mr. Baldoni and Wayfarer to hurt Ms. Lively.

That is precisely the goal of an astroturfing campaign—to light the fire and continue to stoke

conversations secretly, blurring the line between authentic and manufactured content, and creating

viral public takedowns.

25. As laid out in this Complaint, the Baldoni-Wayfarer-led public attack of

Ms. Lively was the intended result of a carefully crafted, coordinated, and resourced retaliatory

scheme to silence her, and others, from speaking out about the hostile environment that Mr.

Baldoni and Mr. Heath created. As such, it was not only unconscionable and a breach of contract,

but also illegal under both state and federal law. Ms. Lively brings this action to hold Wayfarer

and its leaders, Mr. Baldoni, Mr. Heath, and Mr. Sarowitz, accountable for the ongoing 5 retaliation

threats and harm they have caused Ms. Lively, other cast and crew, and all of their families.

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PARTIES

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Plaintiff Blake Lively (“Plaintiff”) is an actress and entrepreneur who co-
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starred in and served as an executive producer for the Film. Ms. Lively is an individual who resides

in New York, New York.

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27. Defendant Wayfarer Studios LLC (“Wayfarer” or “Wayfarer Studios”) is a

production company co-founded by Justin Baldoni and Steve Sarowitz. Wayfarer co-financed and
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produced the Film, through its production entity It Ends With Us Movie LLC, and thus was the

employer of all cast and crew on set, including Ms. Lively. Wayfarer is a Delaware limited liability

company with its principal place of business in California. On information and belief, no members

of Wayfarer Studios LLC are citizens of New York. On information and belief, all of Wayfarer’s

members are citizens of California and/or Illinois.

28. Defendant Justin Baldoni is a co-founder and co-chairman of Wayfarer who

co-starred in, directed, and served as a producer for the Film. Mr. Baldoni is an individual who

resides in Santa Paula, California.

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Ms. Lively is informed and believes that Mr. Baldoni and his associates have additional astroturfing plans that they
have prepared and are ready to launch at a moment’s notice.

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29. Defendant Jamey Heath is an individual who has been Wayfarer’s Chief

Executive Officer since March 2024 and was President of Wayfarer during production of the Film.

Mr. Heath resides in Los Angeles, California.

30. Defendant Steve Sarowitz is a co-founder and leading financier of

Wayfarer. Mr. Sarowitz is an individual who resides in Highland Park, Illinois.

31. Defendant It Ends With Us Movie LLC is a company that entered into an

agreement regarding Plaintiff’s acting services and regarding the contractual rider for the Film. It

Ends With Us Movie LLC is a California limited liability company with its principal place of

business in California. On information and belief, Defendant Wayfarer is the sole member of It

Ends With Us Movie LLC. On information and belief, no members of It Ends With Us Movie

LLC are citizens of New York. On information and belief, all of the members of It Ends With Us

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Movie LLC are citizens of California and/or Illinois.

32.
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Defendant Melissa Nathan is an individual who provides crisis management
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and communications services. Ms. Nathan launched The Agency Group PR LLC in January 2024.

Ms. Nathan is an individual who resides in North Hollywood, California. During a portion of the
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relevant period, Ms. Nathan lived in Brooklyn, New York.

33. Defendant The Agency Group PR LLC (“TAG”) is a company that provides
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services including messaging and narrative development, media relations, crisis communications

and management, and digital and social strategy. TAG is a Delaware limited liability company

with its principal place of business in Santa Monica, California. On information and belief, no

members of TAG are citizens of New York.

34. Defendant Jennifer Abel is CEO and founder of RWA Communications

LLC. Ms. Abel is an individual who resides in Beverly Hills, California and provides public

relations services.

JURISDICTION AND VENUE

35. This Court has original jurisdiction over the claims for relief asserted in this

complaint pursuant to 28 U.S.C. § 1331, 28 U.S.C. § 1343 (a)(4), and 28 U.S.C. § 1367.

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36. Plaintiff’s Title VII causes of action arise under federal law and Plaintiff’s

California claims arise from the same underlying facts, and are thus so related to her federal claims

that they form part of the same case or controversy.

37. This Court additionally has original jurisdiction over the claims for relief

asserted in this complaint pursuant to 28 U.S.C. § 1332 because the matter in controversy exceeds

the sum or value of $75,000, exclusive of interest and costs, and no defendant is a citizen of the

same State as Plaintiff.

38. This Court may exercise personal jurisdiction over Defendants pursuant to

§ 301 of the New York Civil Practice Law and Rules because all Defendants systematically and

continuously conduct and solicit business within New York and have availed themselves of the

privileges of conducting business in the State of New York.

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39. This Court may exercise personal jurisdiction over Defendants pursuant to
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§ 302 of the New York Civil Practice Law and Rules, including because, upon information and
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belief, all Defendants transact and solicit business within the State, have committed the tortious

acts described in this Complaint within the State, and/or have committed such acts outside of the
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State causing injury to Plaintiff within the State.

40. As just a few examples: on January 4, 2024, Mr. Baldoni and Mr. Heath, in
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their own capacities and as representatives of Wayfarer, met in person in New York with Ms.

Lively to discuss her concerns regarding Mr. Baldoni and Mr. Heath’s harassing behavior and

other on-set misconduct that started the sequence of events leading to this suit; Mr. Sarowitz

threatened to ruin the lives of Ms. Lively and her family at the Film’s New York premiere; Ms.

Abel worked as an employee of Jonesworks with its principal place of business in New York

during the relevant period; Wayfarer contracted with Jonesworks for certain communications and

public relations services that gave rise to this dispute in an agreement under which Wayfarer

consented to jurisdiction in New York; Ms. Nathan conducted business from Brooklyn, New York,

during a portion of the relevant period; in their efforts to “bury” Ms. Lively and to conceal Mr.

Baldoni’s on-set behavior, Ms. Nathan and Ms. Abel targeted New York by, among other things,

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communicating with journalists based in New York, including at least one journalist at the New

York Post; and each of the Defendants’ tortious acts caused injury to Ms. Lively, her family, and/or

her businesses in New York.

41. Venue is proper in this district pursuant to 28 U.S.C. § 1391 (b) and (c),

because a substantial part of the events or omissions giving rise to these claims occurred in this

District and because Defendants are subject to personal jurisdiction in this District.

FACTUAL ALLEGATIONS

A. Justin Baldoni and Jamey Heath of Wayfarer Engage in Inappropriate and

Unwelcome Behavior Toward Ms. Lively and Others on the Set of It Ends with Us.

42. Mr. Baldoni launched Wayfarer, along with Mr. Sarowitz, in 2020. Mr.

Heath serves as Wayfarer’s Chief Executive Officer. Mr. Sarowitz is a leading financier of

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Wayfarer, and he, Mr. Heath, and Mr. Baldoni are all close personal friends. Under the Wayfarer
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banner, Mr. Baldoni and Mr. Heath have many platforms, including the Man Enough podcast,
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which they co-host. Mr. Baldoni and Mr. Heath have positioned Wayfarer as a male-feminist
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platform that explores gender roles, dismantles toxic masculinity, and creates a safer and

judgment-free society for women.

43. Mr. Baldoni serves not only as the co-founder and co-chairman of the Studio
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that financed and ran production on It Ends With Us, he also served as Director, Executive

Producer, and co-lead Actor playing the role of Ryle Kincaid. As Studio Head and Director, all

actors, crew, and staff on the Film—including Ms. Lively—answered to Mr. Baldoni. In his

words, he was “the leader” who sat “at the top of this totem pole . . .” While Sony was the

distributor releasing the Film, Wayfarer was responsible for the production, and Wayfarer was led

by Mr. Baldoni and Mr. Heath.

44. Production of the Film began in early May 2023, and lasted until it was

suspended in mid-June 2023, due to the Writers Guild of America (“WGA”) strike.

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45. During that time, Ms. Lively and other cast and crew experienced invasive,

unwelcome, unprofessional, and sexually inappropriate behavior by Mr. Baldoni and Mr. Heath.

Because Mr. Baldoni and Mr. Heath held all leadership positions on the production, they answered

to no one, and brushed off or ignored the concerns Ms. Lively and others expressed.

a. Mr. Baldoni ignored well-established industry protocols in filming intimate

scenes, and exploited the lack of controls on set to behave inappropriately.

46. Wayfarer failed to adhere to guild rules, as well as Ms. Lively’s contract,

and standard industry safety protocols with respect to nudity and intimate scenes, which the Screen

Actors Guild and the American Federation of Television and Radio Artists (“SAG-AFTRA”)

acknowledges “place performers in uniquely vulnerable situations.” 6 Such safeguards ignored by

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Wayfarer include: providing performers with appropriate notice of nudity and simulated sex and
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ensuring that (i) consent is given free of pressure or coercion, (ii) signed “nudity riders” are in
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place, spelling out the parameters of nudity or simulated sex scenes, (iii) “safe and secure working

conditions that are not detrimental to [a performer’s] health, safety, morals and career,” 7 and (iv)
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the use of “intimacy coordinators” to observe intimate scenes.

47. Without these protections in place, Mr. Baldoni improvised physical

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intimacy that had not been rehearsed, choreographed, or discussed with Ms. Lively, with no

intimacy coordinator involved. For instance, Mr. Baldoni discreetly bit and sucked on Ms.

Lively’s lower lip during a scene in which he improvised numerous kisses on each take. Mr.

Baldoni insisted on shooting the full scene over and over again, well beyond what would have

been required on an ordinary set, and without advance notice or consent.

6
Quick Guide for Scenes Involving Nudity and Simulated Sex, (Dec. 29, 2024, 6:27 PM),
https://www.sagaftra.org/quick-guide-scenes-involving-nudity-and-simulated-sex-0.
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Id.

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48. On another occasion, Mr. Baldoni and Ms. Lively were filming a slow dance

scene for a montage in which no sound was recorded. Mr. Baldoni chose to let the camera roll and

have them perform the scene, but did not act in character as Ryle; instead, he spoke to Ms. Lively

out of character as himself. At one point, he leaned forward and slowly dragged his lips from her

ear and down her neck as he said, “it smells so good.” None of this was remotely in character, or

based on any dialogue in the script, and nothing needed to be said because, again, there was no

sound—Mr. Baldoni was caressing Mr. Lively with his mouth in a way that had nothing to do with

their roles. When Ms. Lively later objected to this behavior, Ms. Baldoni’s response was, “I’m

not even attracted to you.”

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b. Mr. Baldoni inserted improvised gratuitous sexual content and/or scenes
involving nudity into the film (including for an underage character) in highly
unsettling ways.

49.
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After Ms. Lively signed onto the movie based on a draft of the script, Mr.
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Baldoni, without Ms. Lively’s knowledge or consent, personally added graphic content, including
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a scene in which Ms. Lively was to orgasm on-camera.

50. When Ms. Lively objected to these additions, Mr. Baldoni insisted he had
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added them because he was making the Film “through the female gaze.” Although he agreed to

remove the scenes, he made a last-ditch attempt to keep one in which the couple orgasm together

on their wedding night, which he said was important to him because he and his partner climax

simultaneously during intercourse. Mr. Baldoni then intrusively asked Ms. Lively whether she

and her husband climax simultaneously during intercourse, which Ms. Lively found invasive and

refused to discuss.

51. On the day of shooting the scene in which Ms. Lively’s character gives

birth, Mr. Baldoni and Mr. Heath suddenly pressured Ms. Lively to simulate full nudity, despite

no mention of nudity for this scene in the script, her contract, or in previous creative discussions.

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Mr. Baldoni insisted to Ms. Lively that women give birth naked, and that his wife had “ripped her

clothes off” during labor. He claimed it was “not normal” for women to remain in their hospital

gowns while giving birth. Ms. Lively disagreed, but felt forced into a compromise that she would

be naked from below the chest down. 8

52. When the birth scene was filmed, the set was chaotic, crowded, and utterly

lacking in standard industry protections for filming nude scenes—such as choregraphing the scene

with an intimacy coordinator, having a signed nudity rider, or simply turning off the monitors so

the scene was not broadcast to all crew on set (and on their personal phones and iPad). Mr. Heath

and Mr. Baldoni also failed to close the set, allowing non-essential crew to pass through while Ms.

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Lively was mostly nude with her legs spread wide in stirrups and only a small piece of fabric

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covering her genitalia. Among the non-essential persons present that day was Wayfarer co-

Chairman Mr. Sarowitz, who flew in for one of his few set visits. Ms. Lively was not provided
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with anything to cover herself with between takes until after she had made multiple requests. Ms.
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Lively became even more alarmed when Mr. Baldoni introduced his “best friend” to play the role

of the OBGYN, when ordinarily, a small role of this nature would be filled by a local actor. Ms.
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Lively felt that the selection of Mr. Baldoni’s friend for this intimate role, in which the actor’s face

and hands were in close proximity to her nearly nude genitalia for a birth scene, was invasive and

humiliating.

53. To add insult to injury, Mr. Heath approached Ms. Lively and her assistant

on set and started playing a video of a fully nude woman with her legs spread apart. Ms. Lively

thought he was showing her pornography and stopped him. Mr. Heath explained that the video

8
Generally, nudity below the waist in film utilizes a small piece of nude fabric glued around the female actor’s
genitalia to provide some minimal privacy without disturbing the shot (because that fabric is not able to have visible
straps from profile camera angles).

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was his wife giving birth. Ms. Lively was alarmed and asked Mr. Heath if his wife knew he was

sharing the video, to which he replied “She isn’t weird about this stuff,” as if Ms. Lively was weird

for not welcoming it. Ms. Lively and her assistant excused themselves, stunned that Mr. Heath

had shown them a nude video.

54. Mr. Baldoni added a detailed scene to the Film in which the underage

version of Ms. Lively’s character, Lily, loses her virginity. In both the book and the script for the

Film, there was no sex scene; instead, the details about this moment were left to the audience’s

imagination. But Mr. Baldoni added in considerable details, including both dialogue between

Young Lily and her boyfriend (Atlas) about the loss of her virginity, as well as a simulated sex

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scene in which Mr. Baldoni filmed, and included in his initial cut of the Film, a close up of Young

in
Lily’s face, accompanied by an audible gasp at the moment of penetration. Ms. Lively was

informed that when this scene was shot, after Mr. Baldoni called “cut,” he walked over to the
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actors and said, “I know I’m not supposed to say this, but that was hot,” and, “did you two practice
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this before?”

c. Mr. Baldoni and Mr. Heath discussed their personal sexual experiences and
previous porn addiction, and tried to pressure Ms. Lively to reveal details
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about her intimate life.

55. During a car ride with Ms. Lively, her assistant, and driver, Mr. Baldoni

claimed to Ms. Lively that he had been sexually abused by a former girlfriend (which he has since

shared publicly). At the end this story, Mr. Baldoni shared that it had caused him to reexamine his

past. He then said: “Did I always ask for consent? No. Did I always listen when they said no?

No.” Mr. Baldoni claimed this was an example of how we all have things from which we can

learn and grow. Ms. Lively was unsettled by Mr. Baldoni’s suggestion that he had engaged in

sexual conduct without consent. When Ms. Lively exited the car, her driver immediately remarked

that he did not want Ms. Lively to be alone with Mr. Baldoni going forward.

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56. On the first day of production, Mr. Baldoni and Mr. Heath described their

past sexual relationships to Ms. Lively, including that one of them used to “hook up” with a

woman. Mr. Baldoni said that he had decided the woman wasn’t “the one,” so then Mr. Heath had

gotten together with her. Ms. Lively found this description of passing along a woman to be

disrespectful and disturbing.

57. Mr. Baldoni and Mr. Heath often spoke of their “previous pornography

addiction.” Mr. Baldoni would often reference pornography to Ms. Lively. Hoping to shut the

subject down, she said to him privately that she had never seen it. Later, when Mr. Baldoni was

once again referencing his experiences with pornography, he revealed in front of other cast and

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crew that Ms. Lively had never “seen porn.” It was an incredible invasion of her privacy to discuss

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any aspect of her intimate life with the cast and crew, much less reveal something that she had

only told Mr. Baldoni to try to get him to stop talking about the subject with her.
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58. Mr. Baldoni engaged in other behaviors that were shocking and emotionally
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distressing. For example, he claimed he could speak to the dead, and on several occasions told her

that he had spoken to her dead father. It was off putting and violative for Ms. Baldoni to claim a
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personal relationship with her recently deceased father. Mr. Baldoni and Mr. Heath were also

constantly hugging and touching cast and crew. When Ms. Lively or others avoided this touching,

Mr. Baldoni and Mr. Heath would retaliate by becoming irritated, cold, and uncollaborative. The

result was an unwelcoming and mercurial environment for Ms. Lively, her employees, and others

on set.

d. Mr. Baldoni objectified Ms. Lively and other women by commenting on or

criticizing their bodies as sex objects.

59. Mr. Baldoni often referred to women in the workplace as “sexy.” When

they expressed discomfort, Mr. Baldoni would deflect or try to pass it off, which undermined Ms.

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Lively and others’ concerns. For example, on one occasion that Ms. Lively observed, he told a

female cast member that her leather pants looked “sexy” when she arrived to the set. When she

rebuffed his comment because she was uncomfortable, rather than apologizing, he brushed it off

with “I can say that because my wife is here today.” Ms. Lively felt embarrassed witnessing this

kind of commentary, as did others.

60. On another day, Ms. Lively wore a low-cut dress to facilitate breast feeding,

but had it covered up with a coat. When the jacket briefly popped open at one point to reveal the

dress, Mr. Baldoni commented about how much he liked her outfit, which flustered Ms. Lively.

Later that day, Mr. Baldoni pressured Ms. Lively (who was in her pre-approved wardrobe) to

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remove her coat in front of the crew and multiple background actors in a packed bar. He said that

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he wanted to see her “onesie” under the coat because it was zipped low to reveal her lace bra.

Consistent with past practice, he said, “I think you look sexy” in a tone that made her feel ogled
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and exposed. With other female cast members present, she said, “that’s not what I’m going for.”
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He bristled and replied, “I’m sorry, hot.” Deeply uncomfortable, Ms. Lively said, “not that either.”

Mr. Baldoni, responded sarcastically, “I guess I missed the HR meeting,” and walked away.
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Another woman on the production spoke to Ms. Lively afterward to offer empathy and to share

her own similar experiences with Mr. Baldoni commenting about her in sexual terms.

61. As a result of Mr. Baldoni’s behavior, on May 29, 2023, another cast

member lodged a sexual harassment complaint about Mr. Baldoni’s “gross” and “unwanted

comment[s]” towards her and others.

62. While, on the one hand, Mr. Baldoni was objectifying Ms. Lively as a sex

object, on the other hand, he went out of his way to message criticisms of her age and weight,

neither of which she could change during filming. On the second day of filming, for example, Mr.

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Baldoni made the rest of the cast and crew wait for hours while he cried in Ms. Lively’s dressing

room, claiming social media commentators were saying that Ms. Lively looked old and

unattractive based on paparazzi photos from the set. Ms. Lively tried to reassure him that she

should look authentic in the scenes depicted in the photos, which were just after her character had

been abused by her fictional husband, rather than “hot”—Mr. Baldoni, however, appeared focused

on Ms. Lively’s sexual appeal above all else. His lengthy outburst caused a delay in shooting,

forcing an emotional scene to be shot haphazardly.

63. To make matters worse, when Ms. Lively tried to have a meeting with Mr.

Heath and the other producers to discuss Mr. Baldoni’s unprofessional behavior described above,

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that meeting turned into yet another violation. Rather than an ordinary meeting time and place,

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Mr. Heath arrived unannounced at Ms. Lively’s hair and makeup trailer while she was topless and

having body makeup removed by makeup artists. Ms. Lively told Mr. Heath that she was almost
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done and they could meet once she was clothed. Mr. Heath, however, insisted that if she did not
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allow him into her trailer to speak to him at that moment, then there would be no meeting with the

other producers. Ms. Lively reluctantly agreed, but asked that Mr. Heath keep his back turned. A
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few minutes into the conversation, Ms. Lively noticed that Mr. Heath was staring directly at her

while she was topless. When she called him out, Mr. Heath brushed it off as a habit of wanting to

look at a person while speaking to them. Ms. Lively and her hair and makeup artists were all

deeply disturbed by this interaction on just the second day of filming.

64. Throughout filming, Mr. Baldoni and Mr. Heath invaded Ms. Lively’s

privacy by entering her makeup trailer uninvited while she was undressed, including when she was

breastfeeding her infant child. Ms. Lively often had to work while breastfeeding, which she felt

comfortable doing so long as she was given the time and space to cover herself. She did this

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frequently, because she was not given breaks to feed her baby, 9 but Ms. Lively did not expect or

consent to anyone entering her private spaces while topless, exposed, and vulnerable with her

newborn, or during body makeup application or removal. Mr. Baldoni and Mr. Heath both showed

a shocking lack of boundaries by invading her personal space when she was undressed and

vulnerable.

65. Mr. Baldoni also routinely degraded Ms. Lively by finding back channel

ways of criticizing her body and weight. A few weeks before filming began and less than four

months after Ms. Lively had given birth to her fourth child, Ms. Lively was humiliated to learn

that Mr. Baldoni secretly called her fitness trainer, without her knowledge or permission, and

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implied that he wanted her to lose weight in two weeks. Mr. Baldoni told the trainer that he had

in
asked because he was concerned about having to pick Ms. Lively up in a scene for the movie, but

there was no such scene.10

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66. When Ms. Lively caught strep throat, Mr. Baldoni offered as a “gift” to
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connect her with an expert he had on retainer to help her with probiotics and to combat the sickness.

When Ms. Lively went to fill out the privacy forms, she saw that the expert was not what Mr.
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Baldoni had represented her to be, but was instead a weight-loss specialist. Ms. Lively felt, once

again, that Mr. Baldoni was shaming her for her body and weight.

67. Mr. Baldoni and Mr. Heath also failed to implement COVID protocols

when there was a COVID outbreak on set. Ms. Lively was told by another producer that because

Wayfarer did not have insurance coverage for COVID, Mr. Baldoni and Mr. Heath deliberately

9
Ms. Lively was not given proper lactation breaks by Wayfarer during filming, which sometimes stretched into six
hours without a break. When filming finally broke, Ms. Lively would have to run to her trailer to breastfeed. The
lack of accommodation for her need to express milk caused her to develop painful mastitis.
10
In later text messages sent to his team, Mr. Baldoni referred to Ms. Lively’s trainer as “a damn spy” and sought to
plant stories to portray his concerns as being motivated by his lower back pain.

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withheld from Ms. Lively that she had been exposed to COVID. Both Ms. Lively and her infant

child contracted COVID from the outbreak.

B. Ms. Lively And Others Lodge Grievances Regarding the Conduct of Mr. Baldoni and
Mr. Heath, Which Wayfarer Declines to Investigate.

68. As the studio producing the Film, Wayfarer was the employer of all the cast

and crew and was thus responsible for ensuring workplace safety on set.

69. However, Wayfarer failed to provide Ms. Lively with even rudimentary

employment protections, such an employee handbook, sexual harassment policy, information or

any training on sexual harassment, discrimination, or respectful workplace expectations.

70. Wayfarer also failed to provide Ms. Lively with information about the

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process and procedure for filing human resources (“HR”) complaints.

71.
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As the producer and owner of the Film, Wayfarer was legally obligated to
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address HR-related concerns or complaints. To Ms. Lively’s knowledge, however, Wayfarer

lacked any process for responding to complaints about its leadership, Mr. Baldoni and Mr. Heath,
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who plainly were not going to investigate themselves.

72. On May 26, 2023, Ms. Lively told a representative of Sony that she wanted
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to file an HR complaint about both Mr. Baldoni and Mr. Heath’s misconduct. The Sony

representative told Ms. Lively that Sony, as the distributor of the film, was not empowered to

control Mr. Baldoni or Mr. Heath’s behavior on set, and that such concerns must be raised with

Wayfarer, the studio responsible for the production.

73. Wayfarer, Mr. Baldoni, and Mr. Heath received or were aware of a number

of HR grievances regarding their conduct. For example, on the first day of filming, while

attempting to hug Ms. Lively’s employee, Mr. Heath said “I don’t even know if we’re allowed to

do this. It’s day one and we have an HR report already.”

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74. Additionally, early in the production, another actress made a complaint

about Mr. Baldoni’s comments on her appearance. Mr. Baldoni expressly acknowledged her

concerns in writing, stating “adjustments will be made accordingly.” Yet on June 8, 2023, that

actress informed Ms. Lively that “outside of anything in a scene, I actually cannot talk to Justin at

all.” Mr. Baldoni later expressed suspicion regarding Ms. Lively’s friendship with this actress, as

if they were colluding against him.

75. As described above, Ms. Lively and others attempted to raise concerns to

Mr. Baldoni and Mr. Heath regarding certain of the conduct described during filming, but they

were not addressed given the futility of asking Mr. Baldoni and Mr. Heath to address their own

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behavior.

76. in
After unsuccessfully attempting to raise concerns with Sony, Ms. Lively

expressly told Mr. Baldoni and Mr. Heath that there were serious HR problems on set. Mr. Heath
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responded that they knew, implying that someone had mentioned to them that Ms. Lively had
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raised concerns. In response, Mr. Heath told Ms. Lively that he thought she had wanted to see

the nude video of his wife.

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77. In the same conversation, when Ms. Lively expressed her upset that Mr.

Heath and Mr. Baldoni had hidden the fact that she had been exposed to a COVID outbreak on set

from which she and her infant contracted COVID, instead of acknowledging responsibility and

committing to safety moving forward, they expressed upset over production days missed and

resulting costs.

78. Despite receiving multiple, detailed reports by Ms. Lively and others about

Mr. Baldoni and Mr. Heath’s misconduct, Wayfarer failed to investigate those reports or to

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otherwise institute protections for the cast. This is so even though the incidents discussed above,

among others, did not take place in isolation and many, if not all, were witnessed by others.

79. By these and other behaviors, Mr. Baldoni, Mr. Heath, and Wayfarer

engaged in harassing conduct and failed their obligations to investigate complaints of workplace

harassment, prevent inappropriate and harassing behaviors on set, and provide avenues for cast

and crew members to safely raise concerns to neutral parties so that they could be investigated and

appropriately addressed.

C. The Parties Negotiate A Contract Rider Regarding Mr. Baldoni’s and Mr. Heath’s
Conduct on the Set of It Ends with Us.

80. On May 2, 2023, the WGA, made up of two American labor unions

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representing more than 16,000 writers in film, television, radio, and online media, went on strike
in
in connection with a labor dispute with the Alliance of Motion Picture and Television Producers.
dl
81. The Film temporarily halted production in June 2023 as a result of WGA

picketing. On June 15, 2023, Wayfarer and Mr. Baldoni announced the continued halted
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production of the Film due to the ongoing WGA strike and the lost days experienced from

picketing.
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82. While the WGA strike was underway, on July 14, 2023, the American

actor’s union known as SAG-AFTRA, a labor union that represents about 160,000 people in the

entertainment industry, including actors, recording artists, radio personalities and other media

professionals, began to strike due to a labor dispute with the Alliance of Motion Picture and

Television Producers.

83. The WGA strike ended on September 27, 2023, and the SAG-AFTRA strike

ended on November 9, 2023.

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84. Before returning to production, Ms. Lively attempted to address and resolve

the problems on set and requested that Wayfarer agree to address the conditions described above.

85. On November 9, 2023, Ms. Lively’s attorneys provided Wayfarer’s attorney

with a document entitled, “Protections for Return to Production,” attached hereto as Exhibit A.

86. In conveying the Protections for Return to Production document, Ms. Lively

requested that Wayfarer agree to implement a plan that would enable everyone to return to work

and complete the Film with adequate protections to ensure a safe set moving forward.

87. On November 11, 2023, counsel for Wayfarer indicated that “Wayfarer,

Sony and Production respectfully acknowledge that your client has concerns regarding safety,

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professionalism and workplace culture. Although our perspective differs in many aspects,

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ensuring a safe environment for all involved is paramount, irrespective of differing viewpoints.

Regarding your outlined requests, we find most of them not only reasonable but also essential
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for the benefit of all parties involved.”
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88. On November 15, 2023, Wayfarer, through It Ends With Us Movie LLC,

agreed to the terms in a contractual rider, executed on January 19, 2024, and attached hereto as
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Exhibit B.

89. Among the contract rider’s provisions:

(a) The first provision required that “An intimacy coordinator must be present

at all times when [Ms. Lively] is on set.”

(b) The second provision required that, “With respect to Artist, any and all

rehearsal, filming, reviewing of video playback or dailies and/or any other interaction with any

scene involving simulated sex, nudity and/or partial nudity shall be restricted to those persons with

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essential business reasons for being present (“Essential Personnel”) as approved by [Ms. Lively]

and Todd Black as further described in the nudity rider attached as Schedule I [] (“Nudity Rider”).”

(c) The third provision required that “There is to be no spontaneous

improvising of any scenes involving intimate/sexual physical touching, simulated sex, or nudity

with respect to [Ms. Lively]. Scenes involving [Ms. Lively] that involves [sic] kissing, depictions

of sexual intercourse, or any other intimate/sexual physical touching must be contained in the

screenplay (i.e., the most up to date draft approved by [Ms. Lively] in writing), choreographed in

advance in the presence of the intimacy coordinator, and may only proceed as choreographed with

the consent of all participants in advance.”

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(d) The fourth provision required that “Physical touching and/or comments on

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[Ms. Lively]’s physical appearance must only be done/made in connection with the character and

scene work, not as to [Ms. Lively] personally. Except as written into the screenplay or as strictly
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required in connection with make-up or costume preparation, there is to be no physical touching
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(including hugging) of [Ms. Lively], her on-set personnel and/or her employees.”

(e) The fifth provision required that “There are to be no discussions with [Ms.
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Lively] of personal experiences with sex or nudity, including as it relates to conduct with spouses

or others.”

(f) The sixth provision required that “No one will enter, attempt to enter,

interrupt, pressure, or request entrance to [Ms. Lively]’s trailer while she is in a state of undress

for any reason.”

(g) The seventh provision required that “There shall be no rehearsal or filming

of [Ms. Lively] (including [Ms. Lively]’s approved body double) of any nudity, partial nudity,

and/or simulated sex except as expressly permitted in accordance with the Nudity Rider. Any such

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footage of [Ms. Lively] (or [Ms. Lively]’s body double) previously shot without the Nudity Rider

in place may not be used without [Ms. Lively]’s and her legal representatives’ prior, written

consent.”

(h) The tenth provision required that “There shall be no retaliation of any kind

against [Ms. Lively] for raising concerns about the conduct described in this letter or for these

requirements. Any changes in attitude, sarcasm, marginalization or other negative behavior,

either on set or otherwise, including during publicity and promotional work, as a result of these

requests is retaliatory and unacceptable, and will be met with immediate action.”

(i) The twelfth provision required that “Wayfarer will engage an additional,

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experienced A-level producer, approved by [Ms. Lively] (Todd Black is hereby approved) (the

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”Approved Producer), to actively supervise the production, including monitoring the safety of the

cast and crew, ensuring compliance with the schedule and overseeing logistics, problem solving
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and creative issues provided that Company shall have the right to approve the agreement with the
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Approved Producer.”

(j) The fifteenth provision required that “Any rehearsal or shooting involving
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[Ms. Lively], or any other performer depicting the character of “Lily,” that involves nudity

(including partial nudity) or simulated sex must be conducted strictly in accordance with the

Nudity Rider and must adhere to the approved script.”

(k) The sixteenth provision provided that “Any and all day players that

participate in any way in scenes with [Ms. Lively] involving nudity, partial nudity and/or simulated

sex must be engaged through customary industry talent agencies and not through personal

connections of the director and/or producer.”

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(l) The seventeenth provision required that “At [Ms. Lively]’s election, an all-

hands, in-person meeting before production resumes will include the director, the existing

producers, the Sony representative, the Approved Producer, [Ms. Lively] and [Ms. Lively]’s

designated representatives to confirm and approve a plan for implementation of the above that will

be adhered to for the physical and emotional safety of [Ms. Lively], her employees and all cast and

crew moving forward.”

90. The contract rider expressly referenced the parties’ Actor Loanout

Agreement, dated May 5, 2023, and deemed the terms and conditions incorporated into that

agreement.11

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91. The “all-hands, in-person” meeting provided for in the contract rider

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occurred on January 4, 2024, before production resumed, as described above. The meeting was

attended by Mr. Baldoni, Mr. Heath, producer Alex Saks, producer Todd Black, and Sony’s Ange
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Gianetti, as well as Ms. Lively and her husband, who attended at Ms. Lively’s request as another
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designated representative (as provided for in the contract) given the subject matter of the meeting.

92. At the January 4, 2024 meeting, the parties discussed a list of twenty
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examples of the behaviors that gave rise to the contract rider from her contemporaneous notes.

These behaviors are listed in full earlier in this Complaint at Paragraph 3.

93. Neither Mr. Baldoni nor Mr. Heath denied the veracity of Ms. Lively’s

examples.

11
That Loanout Agreement contains an express choice of law provision in which the Parties selected California law
to govern issues respecting issues going to the contract’s validity, interpretation, performance, and any other dispute
arising from the services contemplated in the agreement.

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94. Ms. Lively requested that Mr. Baldoni and Mr. Heath agree that such

behaviors would no longer take place, as memorialized in the language of the Rider, and Mr.

Baldoni and Mr. Heath agreed.

D. Production Concluded and Ms. Lively and Other Cast and Crew Promoted The Film
According to the Marketing Plan.

95. Production of the Film resumed on January 5, 2024, and concluded

February 9, 2024.

96. In connection with the Film’s public release, Ms. Lively and the rest of the

cast actively promoted the Film in accordance with the Marketing Plan for the Film, attached

hereto as Exhibit C. Wayfarer had embraced, and on information and belief, had formally

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approved of, this Marketing Plan.

97.
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The Marketing Plan, and related talking points, expressly required Ms.
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Lively, as well as all other cast and crew engaged in promotional activities, to “[f]ocus more on

[her character’s] strength and resilience as opposed to describing the film as a story about domestic
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violence” and to “[a]void talking about this film [sic] that makes it feel sad or heavy – it’s a story

of hope.”
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98. As detailed above, Ms. Lively and fellow cast members promoted the Film

in accordance with the talking points and Marketing Plan during appearances on red carpets,

interviews, press junkets, fan events, and pop-up experiences leading up to the Film’s release.

99. Mr. Baldoni publicly embraced the Marketing Plan. In early May 2024, Mr.

Baldoni appeared at a floral-themed trailer launch event, which included him personally making

flower bouquets for influencers, a photo opportunity, and film-branded latte art. As late as July

25, 2024, Mr. Baldoni appeared at a pop-up of Lily Bloom’s flower shop in Century City,

California, where he held a long stem rose microphone and playfully gave tours of the shop to

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influencers. In a TikTok interview, posted that day, Mr. Baldoni excitedly walked through the

pop-up and stated that he will be giving tours “all day every day” until August 9.

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100. In advance of the release of the Film, nearly all cast members chose to
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appear in public separately from Mr. Baldoni, given his on-set behavior. Mr. Baldoni became

concerned that the public would discover that “something is much bigger under the surface,” on

information and belief, alluding to the complaints lodged by Ms. Lively and others.

101. At that point, Mr. Baldoni pivoted away from the Film’s Marketing Plan to

explain his absence from the rest of the cast. He shifted his focus away from a message of female

triumph, to instead capitalize on female trauma. After the Film’s premiere, Mr. Baldoni changed

his Instagram profile, cancelled lighthearted social media posts, and instructed his team to look for

survivor reactions and support—all in an effort to quickly shift his own public narrative to focus

solely on survivors and domestic violence organizations.

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102. Ms. Abel cautioned Mr. Baldoni that this shift might be “too drastic too

soon.” Still, Mr. Baldoni insisted on a “Tik Tok strategy” and that his promotional activities for

the Film should seek to amplify what he described as “survivor content.”

103. The team followed Mr. Baldoni’s instructions. For her part, Ms. Abel

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concluded, “[i]t doesn’t feel performative now that you’ve done major substantial press on the

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topic.” On August 11, 2024, Ms. Abel laid out a posting timeline to Mr. Baldoni and the team,

stating, “[t]heater surprise and then I think survivor content first thing tomorrow am[,] which then
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will be helpful for news cycle.”

104. By repositioning Mr. Baldoni’s marketing of the Film, on information and

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belief, Mr. Baldoni hoped to create the false impression that he had chosen not to appear alongside

other cast members. Mr. Baldoni directed his team to share on his public Instagram feed the
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private messages he had received from survivors sharing their stories of domestic violence with

him. Mr. Baldoni’s team talked him out of these ideas, writing that they “do not recommend using

private DMs as content.”

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105. Mr. Baldoni went so far as proposing to share a video of a woman’s “birth

moment,” but his team talked him out of it, warning that it might be “perceived as ‘weird’” and

was “too intimate.” Still, Mr. Baldoni’s team was more than willing to deploy survivors’ stories,

reactions, and images to protect Mr. Baldoni’s image.

E. Mr. Baldoni and His Team Formulate a Retaliatory Plan.

106. Wayfarer knew the details of Ms. Lively’s and others’ concerns, the HR

complaints raised regarding Mr. Baldoni’s and Mr. Heath’s behavior, Ms. Lively’s contractual

rider, and the January 4, 2024 meeting to discuss their behavior. In addition, Wayfarer’s PR team

knew about the claims by Ms. Lively and others, as well as the Protections Rider, as Wayfarer sent

the materials to them in November 2023.

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107. As early as May 2024, Mr. Baldoni told his team that they needed a plan to

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get ahead of the claims against him, in the event they were to go public. Specifically, Mr. Baldoni

wrote: “Just want you guys to have a plan. Plans make me feel more at ease.”
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108. On May 17, 2024, Mr. Baldoni texted his publicist, Jennifer Abel, that, Ms.
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Lively’s husband had blocked him on social media, stating, “We should have a plan for IF she

does the same when [the] movie comes out.” 12

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109. In June 2024, a month after Mr. Baldoni’s first promotional event for the

Film, Ms. Lively and others in the cast fulfilled their first publicity obligation for the Film without

Mr. Baldoni. They did not publicly discuss the misconduct that had occurred on set. Nor did they

ever suggest to Wayfarer or Mr. Baldoni that they intended to discuss their concerns publicly. Yet,

on June 20, 2024, Ms. Abel texted Mr. Heath her concern, “we can’t have fans starting to guess

why JB is left out of this stuff.”

110. Likewise, Mr. Baldoni strategized with his publicist, Ms. Abel, about

12
In fact, both Ms. Lively and her husband had unfollowed Mr. Baldoni’s social media accounts ten months prior.

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various ways in which they might cover up or explain away his on-set misconduct. On June 24,

2024, for example, Mr. Baldoni proposed an “offensive move showing [his] neuro divergence and

some of the attributes that come with it,” to explain that “anything that [he had] been ‘accused of’

[was] social awkwardness and impulsive speech . . . .”13

e
111.
in
The same day, Ms. Abel reviewed again the agreed upon list of Protections

that formed the basis for the contractual rider.

dl
112. On July 24, 2024, Ms. Abel emailed Mr. Heath and others, requesting “the
ea

legal letter that was sent to [Ms. Lively] and her team,” stating, “per our conversation, we will go

through point by point and draft context surrounding each situation. We can then flag what we are
D

missing that would be helpful to arm us in the case we need to refute any of the claims….”

113. On July 26, 2024, Mr. Baldoni sent Ms. Abel a Variety article about Francis

Ford Coppola’s inappropriate behavior on set during production of his movie, Megalopolis,

including his alleged kissing of cast and crew, as described by “unnamed sources.” In conveying

13
Consistent with this plan, Mr. Baldoni has recently been making the press rounds discussing his ADHD. See
Kimberlee Speakman, Justin Baldoni Reveals He Was Diagnosed with ADHD at 40 After Struggling Through School:
‘I Felt Broken,’ People (Dec. 5, 2024, 8:19 AM) https://people.com/justin-baldoni-reveals-he-was-diagnosed-with-
adhd-at-40-8756535; Christy Pina, Justin Baldoni Says He Had “Near Breakdown” While Filming ‘It Ends With Us’:
“There Was So Much Pain,” The Hollywood Reporter (Dec. 4, 2024, 12:53 PM),
https://www.hollywoodreporter.com/movies/movie-news/justin-baldoni-near-breakdown-it-ends-with-us-sexual-
trauma-adhd-1236077524/; Carly Silva, Justin Baldoni Reveals New Clinical Diagnosis: ‘I Haven’t Spoken About
This Publicly,’ Parade (Dec. 4, 2024) https://parade.com/news/justin-baldoni-clinical-diagnosis-adhd-interview-dec-
2024.

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the article, Mr. Baldoni stated: “This is the shit that I’m sure they want to do – unnamed sources

etc [sic] . . .”14

114. On July 29, 2024, Mr. Baldoni and Ms. Abel discussed a proposal to get

ahead of any potential publicity regarding Ms. Lively’s HR complaints against him with a “social

and digital” combat plan.

F. Wayfarer Engages Melissa Nathan and TAG on Behalf of Mr. Baldoni to Launch a
Retaliation Campaign Against Ms. Lively.

115. As the Film’s release date of August 9, 2024 drew closer, Mr. Baldoni, Mr.

Heath, Wayfarer, Ms. Abel, and others continued to pursue a strategy on behalf of Mr. Baldoni

and Wayfarer to “arm” themselves against the possibility that Ms. Lively or others might go public

e
with the claims against Mr. Baldoni or Wayfarer.

116. in
This plan took shape with Wayfarer’s retention (on behalf of Wayfarer and

Mr. Baldoni) of Ms. Nathan, which occurred on or around July 31, 2024.
dl
117. Ms. Nathan is a crisis manager. On or about June 20, 2024, Ms. Nathan
ea

launched TAG.

118. TAG markets itself as a “team of crisis specialists and communications

D

experts” that “redefines the rules of reputation management.” 15 TAG’s website states, “At TAG,

it’s more than just creating a powerful narrative – it’s knowing how to navigate that narrative

towards continued success and a lasting legacy.” 16

119. TAG’s website states that it “offers comprehensive communications

services for individuals, businesses, and corporations looking to invest in reputation management

and the growth of their unique public profiles. TAG specializes in crisis communications, having

14
See Brent Lang & Tatiana Siegal, Video of Francis Ford Coppola Kissing ‘Megalopolis’ Extras Surfaces as Crew
Members Detail Unprofessional Behavior on Set (EXCLUSIVE), Variety (Jul. 26, 2024, 9:47 AM)
https://variety.com/2024/film/news/megalopolis-set-video-francis-ford-coppola-kissing-extras-1236082653/.
15
The Agency Group, The Agency Group PR (TAG), https://tagpr.com/about (last visited Dec. 19, 2024).
16
Id.

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 39 of 93

managed some of the biggest public-facing crises to date, and utilizes that fast-paced, reputation-

first mindset with all of its day-to-day clients, which span a variety of industries, including

entertainment, media, business and sports.”17 TAG’s services include messaging and narrative

development, media relations, crisis communications and management, and digital and social

strategy, among others.18

120. By July 31, 2024, Wayfarer had started to put together a timeline of events

to be shared with Ms. Nathan and TAG.

121. According to TAG’s own planning document, the purpose of Ms. Nathan’s

engagement was to help Mr. Baldoni “get ahead of the narrative” and mitigate bad press that might

e
arise from Ms. Lively’s and others’ HR complaints becoming public by engaging in techniques,

in
such as a “‘rapid response’ communication system” and “catalog[ing] third party advocates willing

to provide a potential quote or engage with reporters on [Mr. Baldoni’s] and [Mr. Heath’s] behalf
dl
to mitigate negative narratives from a source outside of Wayfarer.” See Exhibit D at 1–2.
ea

122. As set forth above, on August 5, 2024, Mr. Baldoni sent Ms. Abel a

screenshot of a thread on X regarding another female public figure’s alleged “history of bullying
D

many women.” Mr. Baldoni stated, “this is what we would need.”19

123. The next day, even though Ms. Nathan and TAG had already begun

performing work on behalf of Wayfarer and Mr. Baldoni, Ms. Nathan texted a text chain with Ms.

Abel and Mr. Heath providing pricing quotes ranging from $75,000 to $175,000 for TAG’s crisis

mitigation services.

124. Ms. Nathan explained the quotes as follows:

17
Id., Services, https://tagpr.com/services (last visited Dec. 19, 2024).
18
Id.
19
@selovelenaa, X, (Aug. 4, 2024, 10:07 AM) https://x.com/selovelenaa/status/1820099207996575827.

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(a) “Quote one: $175k - this will be for a 3-4 month period and includes:

website (to discuss) full reddit, full social account take downs, full social crisis team on hand for

anything – engage with audiences in the right way, start threads of theories (to discuss) this is the

way to be fully 100% protected.”

(b) “Quote two $25k per month - min 3 months as it needs to seed same as

above - this will be for creation of social fan engagement to go back and forth with any negative

accounts, helping to change narrative and stay on track.” Ms. Nathan stated, “All of this will be

most importantly untraceable. There is a lot more to both of these quotes but, [sic] easier to

discuss via phone in terms of capabilities and what I have personally experienced in and out of

e
crisis scenarios.”

in
dl
ea
D

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 41 of 93

e
in
dl
ea
D

125. The Hollywood Reporter announced the retention of Ms. Nathan and TAG

on August 13, 2024. That report stated, in part: “The news comes days after sleuths flooded

TikTok with speculation about an alleged rift between Baldoni and his cast and crew, including

co-star and producer Blake Lively, as well as Hoover. Chatter spiked when fans noticed Baldoni’s

absence from joint press events and the lack of group photos of Lively and Baldoni together at the

New York premiere Aug. 6. Some also pointed out that neither Lively or Hoover, nor the rest of

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the cast, follow Baldoni on Instagram (though he follows them).” 20

F. Mr. Baldoni, Mr. Heath, and Wayfarer Perpetrate A Retaliation Scheme Against
Ms. Lively.

126. Ms. Abel, Ms. Nathan, and others employed or engaged by TAG perpetrated

a retaliation scheme against Ms. Lively, in collusion with Mr. Baldoni, Mr. Heath, and Wayfarer.

This scheme was what TAG described as a “social manipulation” plan relying on direct and

constant media engagement, the seeding of content on traditional and social media platforms, the

boosting of content (sometimes the very content that TAG and its affiliates had seeded), the

suppressing of negative content about Mr. Baldoni, and amplifying of negative content about Ms.

Lively.

e
127. On August 1, 2024, before any of the cast sat down for interviews at the
in
film’s press junkets, Ms. Abel stated to Mr. Heath and Wayfarer personnel that she had held an
dl
ea
D

20
Carly Thomas & Pamela McClintock, Justin Baldoni Hires Crisis PR Veteran Amid Alleged ‘It Ends With Us’ Rift,
The Hollywood Reporter (Aug. 13, 2024, 5:27 PM), https://www.hollywoodreporter.com/movies/movie-news/justin-
baldoni-hires-pr-crisis-manager-melissa-nathan-it-ends-with-us-1235973715/; see also Anthony D’Alessandro, ‘It
Ends With Us’: Justin Baldoni Hires Crisis PR Vet Melissa Nathan as Rumor Mill Swirls About Filmmaker/ Star’s
Rift with Blake Lively, DEADLINE (Aug. 13, 2024, 8:22 PM), https://deadline.com/2024/08/it-ends-with-us-justin-
baldoni-melissa-nathan-blake-lively-1236039853/; see also Lauren Tousignant, What the Hell is Going On?,
JEZEBEL (Aug. 14, 2024, 10:32 AM), https://www.jezebel.com/what-the-hell-is-going-on (“I don’t know what to
make of this. I’m sure Nathan is great at her job, but it feels wild to me to hire Depp’s former crisis PR when you’re
maybe in some hot water over a movie you made where you play a domestic abuser.”) (emphasis in original); Kristyn
Burtt, Justin Baldoni Made a Curious PR Move Amid His Drama With Blake Lively & the ‘It Ends With Us’ Cast,
Y!entertainment (Aug. 14, 2024, 7:50 AM PDT), https://www.yahoo.com/entertainment/justin-baldoni-made-
curious-pr-145000919.html; KenJac, Justin Baldoni Hired Johnny Depp’s PR Crisis Manager. A Week Later, The
Whole World Turned On Blake Lively, Barstool Sports (Aug. 22, 2024, 10:10 PM PDT),
https://www.barstoolsports.com/blog/3522813/justin-baldoni-hired-johnny-depps-pr-crisis-manager.-a-week-later-
the-whole-world-turned-on-blake-lively.

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in-person meeting with a contributor to People, Fox News, In Touch, and US Weekly. Ms. Abel

explained that during the meeting, she had “fully briefed” the contributor “of the situation” with

Ms. Lively. Ms. Abel stated that the contributor was “armed and ready to take this story of Blake

weaponizing feminism,” and assured Mr. Heath that the contributor “will do anything for us.”

128. On or around August 2, 2024, Ms. Abel connected the contributor with Ms.

Nathan. Subsequently, Ms. Nathan engaged directly with media sources on behalf of Mr. Baldoni

and Wayfarer regarding Mr. Baldoni, Ms. Lively, and the Film.

129. On August 2, 2024, Ms. Nathan, Mr. Baldoni, Ms. Abel, and others had a

phone call to discuss the services that Ms. Nathan and TAG would provide for Mr. Baldoni and

e
Wayfarer.

130. in
Subsequently, on August 2, 2024, TAG circulated a document to Mr.

Baldoni and others entitled “SCENARIO PLANNING – IT ENDS WITH US,” as described above.
dl
See supra at ¶ 11; see also Exhibit D.
ea

131. Of note, the Scenario Planning Document states, “there are several potential

scenarios at play here which we should be prepared for, should [Ms. Lively] and her team make
D

her grievances public . . . .” See Exhibit D at 1.

132. The Scenario Planning Document provides TAG’s “recommendation” “to

get ahead of this narrative . . . .” Id. This included suggesting misleading messaging that: (1)

“[p]roduction members lost their jobs due to [Ms. Lively’s] takeover and insisted upon

involvement”; (2) Ms. Lively “involved her husband to create an [i]mbalance of power between

her and [Mr. Baldoni]”; (3) Ms. Lively has a “less than favorable reputation in the industry”; and

(4) Ms. Lively had “a clear, likely motive. . . to bully her way into buying the rights for It Starts

With Us,” the sequel to the Film currently owned by Wayfarer. Id. at 2.

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 44 of 93

133. The Scenario Planning document states that TAG could “also explore

planting stories about the weaponization of feminism and how people in BL’s circle like Taylor

Swift, have been accused of utilizing these tactics to ‘bully’ into getting what they want.” Id. at 4.

134. Upon review of the Scenario Planning Document, Mr. Baldoni informed

Mr. Heath that he was “[n]ot in love with the document they sent – Not sure I’m feeling the

protection I felt on the call.”

135. Mr. Heath responded, “That’s the most important part of this is how quickly

they can shut things down and place stories in your favor.”

136. Later the same day, Ms. Abel conveyed to Ms. Nathan that Mr. Baldoni was

e
questioning whether the plan was aggressive enough, texting that “[Mr. Baldoni] want[ed] to feel

in
like [Ms. Lively could] be buried.” Ms. Nathan responds: “Of course—but you know when we

send over the documents we can’t send over the work [sic] will or could do because that could get
dl
us in a lot of trouble. We can’t write it down to him. We can’t write we will destroy her . . . .
ea

Imagine if a document saying all the things that he wants ends up in the wrong hands.”
D

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[…]

[…]

e
in
dl
137. On August 4, Ms. Abel texted Ms. Nathan, stating, “I’m having reckless
ea

thoughts of wanting to plant pieces this week of how horrible Blake is to work with. . . Just to get

ahead of it . . . She’s putting us through hell.” (Ms. Lively was, in fact, doing nothing other than
D

engaging in the approved Marketing Plan for the Film at that time.) Ms. Nathan responded,

“Same,” and indicated that she had already spoken to the Daily Mail.

45
 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 46 of 93

e
in
dl
ea
D

138. Ms. Abel and Ms. Nathan viewed and referred to their shared work on

behalf of Mr. Baldoni and Wayfarer as a “social combat plan.”

46
 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 47 of 93

139. The same day, Ms. Abel corresponded with TAG personnel regarding her

discussion with TAG regarding “social manipulation,” which she described as distinct from

e
“social media mitigation” and “proactive fan posting to counter the narrative.”
in
dl
ea
D

140. When media sources made direct inquiries regarding potentially

unflattering stories about Mr. Baldoni specifically, Ms. Nathan, Ms. Abel, and their teams worked

to suppress those stories.

141. For example, on August 7, 2024, TAG indicated their intent to leverage

“social” to “quiet/kill” media coverage regarding public suspicions regarding Mr. Baldoni’s

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 48 of 93

disconnect from the Film’s cast.

142. On August 9, 2024, Ms. Nathan sent Ms. Abel two links to articles—one

from the Hollywood Reporter entitled “Did Blake Lively, Justin Baldoni Have a Rift Over ‘It Ends

With Us’? Sleuthing TikTokers Think So,” and one from the Daily Mail entitled “Disturbing

TRUTH behind why Blake Lively and her It Ends With Us stars are feuding with Justin Baldoni.”21

143. The Daily Mail article reports on allegations that “Justin Baldoni was

‘chauvinistic’ and ‘borderline abusive’ on the set of It Ends with Us,” and discusses this and other

claims with respect to the Film and its cast in detail.22

144. Ms. Abel stated to Ms. Nathan, “I can tell you’ve done a lot of work here,”

e
and continued, “Nothing about being unsafe. Fat comments. Sexual.” She concluded, “Thank

fucking god.” in
dl
ea
D

21
Carly Thomas, Did Blake Lively, Justin Baldoni Have a Rift Over ‘It Ends With Us’? Sleuthing TikTokers Think So,
The Hollywood Reporter (Aug. 8, 2024, 6:09 PM) https://www.hollywoodreporter.com/movies/movie-news/blake-
lively-justin-baldoni-it-ends-with-us-drama-what-we-know-1235969708/; James Vituscka & Lillian Gissen,
Disturbing TRUTH behind why Blake Lively and her It Ends With Us stars are feuding with Justin Baldoni,
Dailymail.com (Aug. 9, 2024, 12:52 EDT), https://www.dailymail.co.uk/tvshowbiz/article-13727789/it-ends-blake-
lively-justin-baldonifeud.html.
22
Vituscka & Gissen, supra n. 21.

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145. On August 8, 2024, Ms. Abel stated that the situation had moved “from just

monitoring and scenario planning . . . to [Ms. Nathan] and me having to have an off the record

conversation with outlets such as the today show.” Ms. Abel noted that because of Ms. Nathan’s

relationships, those outlets were being “kept at bay.”

146. On August 9, 2024, Ms. Nathan indicated to Ms. Abel that she was on the

e
phone with her sister, Sara Nathan, a journalist at the New York Post and contributor at Page Six,

and remarked that Mr. Baldoni’s religion should be taken “out” from media coverage. She went
in
on to state, “And mostly The [sic] misogynistic.”
dl
ea
D

147. Later the same day, Ms. Nathan texted Ms. Abel a link of an article on Page

Six by Sara Nathan entitled “Truth behind ‘It Ends With Us’ feud rumors: Justin Baldoni made

Blake Lively ‘uncomfortable,’ sources say,” stating, “I knew she would keep uncomfortable.” 23

148. On August 9, 2024, Ms. Abel and Ms. Nathan discussed suppressing two

stories that report Ms. Lively was “uncomfortable” on the set.

23
Sara Nathan, Truth behind ‘It Ends With Us’ feud rumors: Justin Baldoni made Blake Lively ‘uncomfortable,’
sources say, PageSix, (Aug. 9, 2024, 4:50 PM EDT) https://pagesix.com/2024/08/09/entertainment/justin-baldoni-
made-blake-lively-uncomfortable-sources/.

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149. Ms. Nathan texted, “ALL Press is so overwhelming. Weve [sic] confused

people. So much mixed messaging. It’s actually really funny if you think about it . . .”

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in
dl
ea
D

[…]

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 51 of 93

150. Ms. Nathan further texted Ms. Abel that the “worst is over” and that Mr.

Baldoni likely would not be “cancelled,” corroborating that the nature of the ongoing campaign

was designed to harm Ms. Lively and conceal Mr. Baldoni’s conduct on set.

e
151.
in
The following day, Ms. Abel stated that “The narrative online is so freaking
dl
good and fans are still sticking up for Justin and there literally has been no pickup of those two
ea

articles which is actually shocking to me. But I see this as a total success, as does Justin. You

did such amazing work.” Ms. Nathan responded, “So did you.”
D

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152. Ms. Nathan texted later that same day, “The majority of socials are so pro

Justin and I don’t even agree with half of them [sic] lol.”

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153.
in
She continued, “I mean, that was just a lot of work just talking everyone off
dl
the fucking ledge for those two pieces[.]” Ms. Nathan followed up again, texting, “He doesn’t

realise how lucky he is right now [sic] we need to press on him just how fucking [sic] lucky. The
ea

whispering in the ear [sic] the sexual connotations like Jesus fucking Christ [sic] Other

members feeling uncomfortable watching it [sic] I mean there is just so much.”

D

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154. The following day, Ms. Abel confirmed to Mr. Baldoni that there had been

e
“Nothing. Very very little pickup” and that fans “believe the issue of the ‘feud’ is because she

took control of the movie.”

155.
in
Earlier, on August 9, 2024, Ms. Nathan had shared with Ms. Abel that she
dl
had been informed “we are crushing it on Reddit.”
ea
D

156. Ms. Nathan’s reference to “Jed,” is a reference to Mr. Jed Wallace, an

independent contractor based in Austin, Texas, whose company, Street Relations, offers public

relations and crisis management services. On information and belief, Mr. Wallace has described

himself as a “hired gun” and claimed a “proprietary formula for defining artists and trends.” Mr.

Wallace had worked on previous matters with Ms. Nathan, and was retained by TAG to perform

social media services on behalf of Wayfarer and Mr. Baldoni in connection with TAG’s

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 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 54 of 93

engagement. The quotation appears to be a reference to efforts by Mr. Wallace to seed and

influence online forums on Reddit attacking Ms. Lively and defending Mr. Baldoni.

157. The same day, an employee of TAG texted a link to a salacious story about

Ms. Lively’s family and noted, “The tides are swirling around Ryan now FYI.” Along these same

lines, the team had previously shared an upsetting TikTok video which called for Blake “to divorce

Ryan,” writing, “You guys will love this.” TAG then described this post as “Very helpful.”

e
in
dl
158. On August 10, 2024, Ms. Nathan stated to Ms. Abel that “socials are really

really ramping up.” She continued, “It’s actually sad because it just shows you have [sic] people
ea

really want to hate on women.”

D

[…]

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159. The same day, a member of the TAG team advised of “a shift on social, due

largely to Jed and his team’s efforts to shift the narrative towards shining a spotlight on Blake and

Ryan.”

e
160. Further, Ms. Nathan and her team at TAG helped generate or otherwise

161.
in
influence the content put forth by various TikTok accountholders.

During the same period of time, Ms. Nathan, Ms. Abel, and their teams were
dl
“heavily monitoring,” had “friendlies updating” them, and sought to address unflattering
ea

commentary regarding Mr. Baldoni, while augmenting the spread of stories that were favorable to

Mr. Baldoni.
D

162. For example, on August 9, 2024, Ms. Abel circulated a screenshot of a post

by a woman stating, “Justin, the creator of a show called My Last Days, exploits the struggles of

individuals facing terminal illnesses for his own gain. He found my friend, who is battling a

serious illness, and followed her life closely. Despite her grace in not speaking ill of him, I sensed

from the start that something was deeply wrong. Justin weaponizes therapeutic language,

presenting himself as thoughtful and supportive, yet his actions reveal a very different reality. He

portrays himself as an ally to women and the vulnerable, but it’s all a façade—he manipulates the

vernacular of care to mask his true intentions. In reality, none of the proceeds from the show

benefited the individuals he profiled. He even had the audacity to depict her hometown, a vibrant

55
 Case 1:24-cv-10049 Document 1 Filed 12/31/24 Page 56 of 93

and affluent community, as a small, impoverished town. His portrayal was not just inaccurate but

insulting. Once the show aired, Justin took his profits and vanished, leaving nothing but a sense

of exploitation in his wake. His behavior was not just tacky and gross—it was a betrayal of the

very people he claimed to uplift.”

163. In response to the article, Ms. Abel stated, “I’m assuming this is not true in

the slightest . . . . Either way, we’ve flagged to Jed and his team for more serious action on the

social side.”

e
164.
in
Similarly, on August 13, 2024, the team discussed ways to use the “digital
dl
team” to “amplify []” positive stories about Mr. Baldoni.
ea

165. Likewise, on August 18, 2024, an employee of TAG suggested that they

“chat with Jed” in response to other allegations made online regarding Mr. Baldoni.
D

[…]

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166. On any occasion, any member of Wayfarer or the social “manipulation”

team could text the link to a positive story about Mr. Baldoni, or a negative story about Ms. Lively,

and ask that someone “boost” the story to the public, or “engag[e] in the comments” to fuel the

e
desired narrative.

167. On August 18, 2024, Mr. Baldoni circulated a TikTok video in which the
in
poster criticized Ms. Lively for not speaking about domestic violence in press interviews. A
dl
member of Ms. Nathan’s team responded that she would “let digital know.”
ea

168. During the same period of time, when media sources inquired about HR

complaints that were made on the set of the Film, Ms. Nathan, Ms. Abel, and their teams worked
D

to suppress coverage of these HR complaints.

169. Further, on or around August 14, 2024, media outlets directly inquired about

HR complaints made on set because they were “being told there were at least three HR complaints

filed against Justin Baldoni on the set of ‘It Ends With Us’” and inquired “if the complaints were

investigated and what the results were.”

170. By this time, individuals at TAG, Ms. Nathan, and Ms. Abel were aware of

the existence of HR complaints, and sought clarity as to the specific HR complaints at issue in

order to better counter them in the press.

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171. Approximately one minute later, Ms. Abel asserted the “need to position”

the claims as “claims that are already out there about the kiss and the weight comment,”

referencing earlier public reporting by TMZ on Mr. Baldoni’s “lingering” kiss with Ms. Lively

and Mr. Baldoni’s comments regarding Ms. Lively’s weight on set. 24

e
in
dl
ea

172. On or around the same date, Ms. Nathan directly engaged with several
D

media platforms, discussing the issue of the HR complaints made against Mr. Baldoni while on

the set of the Film.

173. On August 15, 2024, Ms. Nathan texted Ms. Abel that “DM hounded me

re[:] HR complaints.” She stated that “DM” is not running any content about it, continuing “Jen,

this went so well I am fucking dying[.] I have to call you later in a bit and tell you how this went.

It was genius. So okay, we have the four majors standing down on HR complaint [sic]. I think

24
TMZ, Blake Lively, Justin Baldoni She Felt Kissing Scene Lingered Too Long … Feels He Fat-Shamed Her (Aug.
14, 2024, 7:55 AM), https://www.tmz.com/2024/08/14/blake-lively-justin-baldoni-fat-shamed-it-ends-with-us/.

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we are fine on that bit.”

174. During the same period of time, Ms. Nathan and her team at TAG planted

or otherwise were involved in generating or influencing the content publicly put forth on social

media, including Reddit and TikTok, as well as online media sources.

175. For example, on August 13, 2024, various text messages were exchanged

between Ms. Abel and the journalist Sara Nathan (who, as explained above, is Ms. Nathan’s

sister).25 These messages consisted of drafts of a story outlining Ms. Lively’s role in making final

cuts to the Film.

176. After Sara Nathan circulated draft language related to Ms. Lively’s

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involvement in the different cuts of the film, Ms. Abel sent Sara Nathan revisions to the draft,

which Sara Nathan offered to “amend.”

177.
in
On the same day, an article authored by Sara Nathan, titled Blake Lively
dl
approved final cut of ‘It Ends with Us’ amid feud with co-star director Justin Baldoni, was
ea

published in Page Six, owned by the New York Post.26

178. The article addressed, among other topics, Ms. Lively’s role in approving
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the final cut of the Film but emphasizes how Ms. Lively “contribut[ed] to almost every aspect of

[the Film];” that her husband “wrote one of the most important scenes in the movie;” and that she

was “begged” to remove one of her song choices from the Film, despite Mr. Baldoni’s ownership

of the “rights to the book via his production company, Wayfarer.”

179. The language contained in the article is almost a verbatim copy of the

language exchanged between Sara Nathan and Ms. Abel via text and reflects multiple of Ms.

25
Sara Nathan, PageSix, https://pagesix.com/author/sara-nathan/ (last visited Dec. 31, 2024)
26
Sara Nathan, Blake Lively approved final cut of ‘It Ends with Us’ amid feud with co-star director Justin Baldoni,
PageSix (Aug. 13, 2024, 4:20 PM), https://pagesix.com/2024/08/13/celebrity-news/blake-lively-approved-final-cut-
of-it-ends-with-us-amid-feud/.

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Abel’s revisions to Sara Nathan’s original proposed draft.

180. TAG publicly shared this article on one or more social media platforms,

including Reddit, prompting various negative comments in relation to Ms. Lively and her husband

and the narrative that Ms. Lively “steamrolled” or “bulldozed” Mr. Baldoni and the Film “for her

own personal gain.”27

181. The very same day, Ms. Nathan sent an article from the Daily Mail entitled

“Is Blake Lively set to be CANCELLED? String of ‘hard to watch’ videos that have surfaced

following ‘tone deaf’ Q&A to promote It Ends With Us could tarnish 36-year-old star’s golden

Hollywood image for good.”28

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182. Ms. Abel stated, “You really outdid yourself with this piece,” and Ms.

183.
in
Nathan responded, “That’s why you hired me right? I’m the best.”

Following the August 2024 launch of Ms. Lively’s hair care line, Blake
dl
Brown, which she spent seven years building, the Instagram account of the brand was flooded by
ea

harassing and derogatory comments, including many posted by user accounts that had no followers

and no prior posts (suggesting inauthenticity), and which did not relate to the brand’s products.
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To take just one example, one comment posted on the Blake Brown account (by a user that, as of

December 19, 2024, shows user metrics indicating 0 posts, 0 followers, and 0 following),

27
Somethingfunnynice, Reddit post
https://www.reddit.com/r/Fauxmoi/comments/1erm7jz/exclusive_blake_lively_approved_final_cut_of_it/?rdt=5449
4#:~:text=Blake%20Lively%20approved%20the%20final,end%20result%2C%20multiple%20sources%20 (2024);
Fred Steggars, Page Six comment, https://pagesix.com/2024/08/13/celebrity-news/blake-lively-approved-final-cut-
of-it-ends-with-us-amid-feud/ (Aug. 13, 2024) (“Sounds like Lively used her power even though he had bought the
rights and was the director. And then she pushed him out. It’s obvious all the info comes from her camp.”);
IFNOTMEWHO, Page Six comment, https://pagesix.com/2024/08/13/celebrity-news/blake-lively-approved-final-
cut-of-it-ends-with-us-amid-feud/ (Aug. 13, 2024) (“Kinda sounding like a mean girl behind all the makeup and fake
smiles. No longer a fan.”).
28
See Alanah Kholsa & Jo Tweedy, Is Blake Lively set to be CANCELLED? String of ‘hard to watch’ videos that have
surfaced following ‘tone deaf’ Q&A to promote It Ends With Us could tarnish 36-year-old star’s golden Hollywood
image for good, Dailymail.com (Aug. 16, 2024, 7:17), https://www.dailymail.co.uk/femail/article-13749783/Blake-
Lively-cancelled-interview-Ends-film.html.

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commented: “How about you stop paying the media to trash and smear Justin that would be a good

start you awful human being.” Another user (also with 0 posts, 0 followers, and 0 following)

posted: “We want Justin’s cut of the movie!! He actually care about DV.” 29

184. Mr. Baldoni and Mr. Sarowitz, along with Mr. Heath, not only encouraged

efforts to target Ms. Lively and her family, but they went as far as to provide input and ideas on

ways to negatively influence the narrative against Ms. Lively and her family.

185. For instance, on August 9, 2024—the Film’s release date—after sharing

certain negative articles about himself with Ms. Abel, Mr. Baldoni stated, “there’s no way we can

just let this go.”

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186. Additionally, on August 15, 2024, Mr. Baldoni texted Ms. Nathan and Ms.

in
Abel, stating that his business partner, Mr. Sarowitz, suggested “flipping the narrative” arising

from unnamed sources who had made false claims about Mr. Reynolds’ involvement in the script
dl
of the Film, and suggested ways to manipulate those rumors to make Mr. Reynolds appear to be
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anti-feminist. There was no truth to these claims.

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[…]

29
See @judy__bees, Blake Brown Beauty Instagram comment, https://www.instagram.com/p/C-
oLDRqNyOl/?igsh=MWJkbGwxbGplOXo3dQ%3D%3D, (Aug. 13, 2024), (“How about you stop paying the media
to trash and smear Justin that would be a good start you awful human being.”); @ronn.iejac, Blake Brown Beauty
Instagram comment, https://www.instagram.com/p/C-oLDRqNyOl/?igsh=MWJkbGwxbGplOXo3dQ%3D%3D,
(Aug. 13, 2024) (“We want Justin’s cut of the movie!! He actually care about DV.”).

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187. Ms. Nathan assured Mr. Baldoni that “[t]his is an easy flip,” before

indicating that she was already working on a story for Variety that would achieve this goal.

188. As of August 16, 2024, Ms. Nathan was continuing to confer with additional

reporters to release stories that would cast Ms. Lively and/or Mr. Reynolds in a negative light.

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189. Meanwhile, Ms. Lively neither publicly commented nor directed any of her
in
representatives to comment to or engage with the print media, social media, or otherwise about the
dl
hostile work environment Mr. Baldoni, Mr. Heath and Wayfarer created. Indeed, throughout the

time period discussed herein, Ms. Lively did not provide her publicist with details about the hostile
ea

work environment that she, alongside the other cast members and crew, had experienced.

190. Moreover, Ms. Lively expressly instructed her publicist not to engage with
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press inquiries, including ones regarding the on-set behavior of Mr. Baldoni, Mr. Heath, or

Wayfarer.

191. Experiencing the very sudden tidal wave of the increasingly negative

public attention building around her, however, Ms. Lively began to suspect that the extraordinarily

rapid shift in public sentiment and press coverage that began immediately after the rest of the cast

and crew attended the world premiere was likely orchestrated by the men about whom she had

raised HR complaints.

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G. Mr. Baldoni Retaliated Because HR Complaints Regarding His Behavior

Threatened His Feminist Brand.

192. On information and belief, Mr. Baldoni was desperate to suppress any

suggestion that he engaged in inappropriate conduct, much less sexually harassing conduct,

because it would entirely undermine his carefully curated public image as a feminist ally.

193. In 2017, Mr. Baldoni presented a Ted Talk entitled, “Why I’m Done Trying

to be ‘Man Enough.’” Mr. Baldoni challenged men to “be man enough to stand up to other men

when [they] hear ‘locker room talk,’ when [they] hear stories of sexual harassment.” 30 Mr. Baldoni

asked listeners, “will you actually stand up and do something so that one day we don’t have to

live in a world where a woman has to risk everything and come forward to say the words “me

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too?”31

194.
in
During the TED Talk, Mr. Baldoni displayed numerous screenshots of
dl
media coverage of himself, from various sources, as examples of his decision to use his “social

platform as a kind of this Trojan horse wherein [he] could create a daily practice of authenticity
ea

and vulnerability.” Mr. Baldoni then claimed “[t]he response has been incredible. It’s been

affirming, it’s been heartwarming. I get tons of love and press and positive messages daily.” 32
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30
Pangambam S, Justin Baldoni: Why I’m Done Trying to Be “Man Enough” (Transcript), The Singju Post (Jan. 16,
2018, 4:45), https://singjupost.com/justin-baldoni-why-im-done-trying-to-be-man-enough-transcript/?singlepage=1.
31
Id. (emphasis added).
32
Justin Baldoni, Why I’m Done Trying to be “Man Enough,” TED, at 8:10–8:28 (Nov. 2017),
https://www.ted.com/talks/justin_baldoni_why_i_m_done_trying_to_be_man_enough?subtitle=en.

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195. Around the same time of that TED Talk in 2017, Mr. Baldoni announced

e
the launch of a male talk show through his media company, Wayfarer Entertainment, called Man

in
Enough. Through that show, Mr. Baldoni sought to have “public conversations on camera that

[he] had never seen men have.”33

dl
196. In one episode of his show, Man Enough, Mr. Baldoni hosted a round table
ea

with “really strong men,” including Mr. Heath and others, in reaction to the #MeToo movement—

to “collectively learn from each other, from experts, and hear firsthand from women and try to
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figure out how we can be better allies in our responses and in our actions.” 34 In the episode, Mr.

Baldoni questions the group, “Who at this table has seen something and didn’t say anything . . . I

mean objectification, harassment, and then not said anything?” 35

33
Justin Baldoni, Man Enough: Undefining My Masculinity, HARPERONE (2021) at 8; see also Man Enough, IMDB,
https://www.imdb.com/title/tt7754654/ (last visited Dec. 31, 2024).
34
Jamie Primeau, Justin Baldoni Knows The Most Important Way For Men To Be Better #MeToo Allies Is To Listen,
Bustle (July 24, 2018), https://www.bustle.com/p/justin-baldonis-man-enough-features-a-candid-metoo-
conversation-about-how-men-can-be-better-allies-9857238.
35
Man Enough, YouTube, at 12:35 – 12:45 (July 26, 2018),
https://www.youtube.com/watch?v=i21xmCbd8iw&t=1070.

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197. In 2021, the Man Enough franchise added a podcast, also produced by

Wayfarer Studios.36 The Man Enough podcast has featured episodes entitled, “Strength in Unity:

Men Supporting Women In Leadership,” “From Misogyny’s Victim To Male Privilege . . .,” and

“Modern Dating: Consent, Boundaries And Respect.” 37

198. Mr. Baldoni stated in his 2017 TED Talk, men “are the problem” they

created the “glass ceiling”;38 and if they want “to be part of the solution, then words are no longer

enough.”39 By Mr. Baldoni’s account, he became a “feminist fighting for gender equality . . . so

quickly that [he] hadn’t even realized that’s what [he] was or was trying to do.” 40

199. In Mr. Baldoni’s own words, his “activism” “starts in the mirror, with an

e
audience of one.”41 Mr. Baldoni has stated that he “feel[s] a deep responsibility” to “tear down

in
the walls” of “power and privilege”42 and “believe[s] the world needs men to show up, not in big

ways, but in hundreds and thousands of little ways” to “create a better, more equitable, just
dl
world.”43
ea

200. Over the past approximately seven years, and as relevant to this Complaint,

Mr. Baldoni has made the following statements:

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(a) “Let’s just shut up and finally listen to the women in our lives.” 44

36
Justin Baldoni, Liz Plank, and Jamey Heath, The Man Enough Podcase Premiere, YouTube (June 21, 2021),
https://www.youtube.com/watch?v=EFEEm9DEy6w#:~:text=New%20episode%20of%20The%20%23ManEnough
Podcast%20every%20Monday%2C,Premiere%20episode%20with%20Karamo%20Brown%20out%20now.
37
Episode Pages, The Man Enough Podcast https://manenough.com/podcast/ (last visited Dec. 31, 2024).
38
See Justin Baldoni, supra n. 33 at 15:45–15:51. Regarding the “glass ceiling,” in a recent interview, Mr. Baldoni
stated that “[d]irecting is a very lonely job” because he was “at the top of the totem pole”—all without acknowledging
that Ms. Lively’s cut of It Ends With Us was released, not his. See How to Fail With Elizabeth Day, Dec. 3, 2024,
https://podcasts.apple.com/gb/podcast/how-to-fail-with-elizabeth-day/id1407451189.
39
See Justin Baldoni, supra n.33 at 15:52–15:55.
40
Justin Baldoni, supra n.34 at 8.
41
Id. at 24.
42
Id. at 1.
43
Id. at 24.
44
Id. at 11.

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(b) “And then the other thing men are going to have to start doing now is

recognizing when they [made women uncomfortable] and didn’t realize it. I think that’s when the

other side of the ‘Me Too’ movement is ‘I’m Sorry.’”45

(c) “Growing up, how many times did I hear ‘bros before hoes?’. . . [H]ow

demeaning, how sexist . . . We’ve built this system—the opposite of accountability—and now it’s

time to figure out how, as men, we can break that system, and it starts with showing what a real

man is. A real man is someone that says, ‘Hey man, we’re still friends, but that’s not cool.’” 46

(d) “Imagine . . . being sexually assaulted, finally coming forward about this

traumatic thing that has happened to you . . . and having people acting like you were to blame.”47

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(e) “[I]t’s important for us men to realize how crucial a role bystanders can play

in
in stopping and preventing assault and harassment, how we must be a part of the movement and

call for respect and equality for women, act upon that call to action, and continue to perpetuate
dl
positive behaviors among ourselves and our communities.”48
ea

(f) “Are you confident enough to listen to the women in your life . . . And will

you be man enough to stand up to other men when you hear ‘locker room talk’, when you hear
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stories of sexual harassment?”49

(g) “All of us have a situation, or a pattern that we need to end the cycle of.” 50

45
Laurel Pinson, Jane the Virgin’ Star Justin Baldoni Wants to End Toxic Masculinity: ’The Glass Ceiling Exists
Because Men Put It There, GLAMOUR (Dec. 4, 2017), https://www.glamour.com/story/jane-the-virgin-star-justin-
baldoni-wants-to-end-toxic-masculinity.
46
Id.
47
Justin Baldoni, Boys Will Be Human: A Get-Real Gut-Check Guide to Becoming the Strongest, Kindest, Bravest
Person You Can Be, HARPERCOLLINS (2022) at 242–43.
48
Leah Fessler, Actor Justin Baldoni has crucial advice for men who’ve offended women, but still want to be feminists,
Quartz (Oct. 30, 2018), https://qz.com/work/1408444/hww4-justin-baldoni.
49
Dressember, A TEDTALK REVIEW OF JUSTIN BALDONI’S ‘WHY I’m DONE TRYING TO BE MAN ENOUGH’,
(2017) https://www.dressember.org/blog/justinbaldonitedtalk.
50
Justin Baldoni Talks “It Ends with Us” movie adaptation, CBS Mornings, (Aug. 7, 2024),
https://www.cbsnews.com/video/justin-baldoni-talks-it-ends-with-us-movie-adaptation/.

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(h) “First of all, I want men to stop asking the question, why do women stay. I

want men to take accountability. I want men to hold other men accountable.” 51

(i) “[T]here’s never an excuse, no matter how much trauma a man has, there is

never an excuse to lay hands and hurt a woman, physically or emotionally. And we have to also

understand that the majority of domestic violence isn’t physical, these are, the scars are invisible,

these are things that, you know it’s emotional, it’s gaslighting, it’s all of the various things that so

many people experience.”52

(j) “I think we judge enough women and victims . . . but the real question is,

why do we keep allowing men to harm . . .” 53

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201. In sum, Mr. Baldoni has crafted a public image of himself as not just an

in
ally, but also a fierce advocate for women. Contrary to this image, as set forth in detail above, Mr.

Baldoni has spent the last several months and significant resources on his goal of wanting to “bury”
dl
and “destroy” Ms. Lively for raising concerns about his and his CEO’s harassing behavior and
ea

other disturbing conduct.

H. Ms. Lively, Her Family, and Her Businesses Have Suffered and Have Been
Substantially Harmed By the Wayfarer Parties’ Conduct.
D

202. While there was considerable online coverage of the Film and Ms.

Lively leading up to the Film’s nationwide release in U.S. theaters on August 9, 2024, that

coverage was mostly neutral. Some online discussions referenced an apparent “feud” between the

cast members, but they included a smaller percentage of negative and positive mentions.

203. Soon, however, Ms. Lively and her team became aware of an increase in

negative media articles and social media coverage about her.

51
Id.
52
Justin Baldoni Reflects On Experience Of Directing & Acting In ‘It Ends With Us’,AccessDaily via
AccessHollywood (Dec. 5, 2024) https://www.accessonline.com/videos/justin-baldoni-reflects-on-
experience-of-directing-acting-in-it-ends-with-us.
53
Id.

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204. The significant spike in the volume of negative sentiment toward Ms. Lively

included notable spikes on approximately August 8 and 14, 2024, and continued to trend mostly

negative for the remainder of 2024.

e
205.
in
Indeed, as noted above, TAG itself noted a shift due to their efforts as early
dl
as August 10, 2024.

206. As of that date, the sentiment towards Ms. Lively turned toxic, with a
ea

sudden increase in negative comments—including hypersexual content and calls for Ms. Lively to

“go fuck” herself.54

D

54
@pocketsara, X post, https://x.com/pocketsara/status/1824146308707291152, (Aug. 15, 2024) (“Blake Lively is a
cunt”) @imtotallynotmo1, X, Aug. 15, 2024 (“You’re a piece of shit, genuinely go fuck yourself”);
FluffyPinkUnicornVII, Reddit post,
https://www.reddit.com/r/DListedCommunity/comments/1escnuy/blake_lively_getting_criticized_over_press_tour/,
(Aug. 14, 2024) (“Bottled blonde + long legs + fake tits - (brains, judgement, & humility) = Blake Lively”);
KettlebellFetish Reddit post,
https://www.reddit.com/r/DListedCommunity/comments/1escnuy/blake_lively_getting_criticized_over_press_tour/,
(Aug. 14, 2024) (“Even with the nose job, she's such a butterface, great body, hair, but odd face and that body would
be so easy to dress, just a dream body, and nothing fits right, odd clashing colors, just tacky.”); Creative_Ad9660,
Reddit post,
https://www.reddit.com/r/DListedCommunity/comments/1escnuy/blake_lively_getting_criticized_over_press_tour/,
(Aug. 15, 2024) (“Boobs Legsly”); @chick36351, X post, (Aug. 16, 2024) (“Well Blake I a bitch.. She always has
been, nice to see people realize it now… Also WAY too much plastic surgery..”); @Martin275227838, X post,
https://x.com/LizCrokin/status/1824618500431724917, (Aug. 17, 2024) (“@blakelively is a pedophile supporting
bully . . .”); @ZuperGoose, X post, (Aug. 17, 2024) (“Liz tag the bitch @blakelively Blake = pedo”);
@myopinionmyfact, X post, (Aug. 22, 2024) (“… @blakelively YOU ARE SUCH A BITCH! What a horrible rude
bitch you are. I cannot believe somebody fucked u, made a kid with u, married u and now has to be stuck with your
bitch ass. OMG LMAO I would run!”).

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207. Nearly decade-old interviews of Ms. Lively were surfaced, commenting on

her tone, posture, diction, and language.55

208. Ms. Lively was criticized for how she was marketing the Film, repeatedly

called a “bully,” a “mean girl,” and “controlling,” and was criticized for allegedly marginalizing

Mr. Baldoni, among many other things.56

209. Articles—which members of the TAG and Jonesworks teams working on

behalf of Mr. Baldoni and Wayfarer credited themselves with influencing—dissected Ms. Lively

and contemplated her “cancellation.”57

e
55
Beth Shilliday, Blake Lively Taking a Social Media Break After Being Labeled a ‘Mean Girl’ Amid ‘It Ends With
Us’ Backlash, Yahoo Entertainment (Sept. 5, 2024, 8:04) https://www.yahoo.com/entertainment/blake-lively-taking-
social-media-120424507.html (discussing 2016 interview of Blake Lively by Kjersti Flaa in which B. Lively
in
“snarked” at Ms. Flaa); Francesca Bacardi, Page Six, Blake Lively once snapped at reporter for asking about Penn
Badgley romance: ‘I thought you were supposed to be classy’ (Aug. 19, 2024, 12:02)
https://pagesix.com/2024/08/19/entertainment/blake-lively-snapped-at-reporter-for-asking-about-penn-badgley/
dl
(referring to 2008 interview); Gabi Duncan, Blake Lively called out again for repeatedly using ‘problematic’
transgender slur in resurfaced interviews, Page Six, (Aug. 18, 2024, 10:27)
https://pagesix.com/2024/08/18/entertainment/blake-lively-called-out-for-repeatedly-using-transgender-slur/
ea

(discussing 2012 interview); Marina Urman, Blake Lively Under Fire Again For Using Transgender Slur In Multiple
Resurfaced Interviews, BoredPanda, (Aug. 19, 2024, 7:21) https://www.aol.com/blake-lively-under-fire-again-
142116217.html (discussing 2008, 2012, 2009, and 2016 interviews).
56
Jessica Green and Alanah Khosla, How Blake Lively keeps getting it wrong: Ryan Reynolds’ wife is criticised for
glossing over domestic violence during press for It Ends With Us amid ‘rift’ with director - and its just the latest in a
D

string of controversies for the star, Dailymail.com (Aug. 15, 2024), https://www.dailymail.co.uk/femail/article-
13742675/How-Blake-Lively-keeps-getting-wrong-slammed-glossing-domestic-violence-Ends-Us.html; Perez
Hilton, Blake Lively Was ‘Effortlessly Rude’ On It Ends With Us Set, Says Insider, But Justin Baldoni Was Problematic
Too! (Aug. 19, 2024 ) https://perezhilton.com/blake-lively-effortlessly-rude-it-ends-with-us-set-justin-baldoni-
problematic/ (“I got this impression from Justin that he was just really, really stressed and fatigued about this constant
inability to control the project he was making… so much so that when you’d ask him questions, he’d be like, ‘Well
just ask Blake’… because when Blake got there she would have a lot of really strong thoughts and feelings.”); Riley
Cardoza , Jana Kramer reacts to Blake Lively’s domestic violence comments, insists ‘it does define you’, Page Six,
(Aug. 26, 2024) https://pagesix.com/2024/08/26/celebrity-news/jana-kramer-reacts-to-blake-livelys-dv-comments-
it-does-define-you/ (“Lively, notably, has been slammed by social media users for marketing her Blake Brown haircare
and Betty Buzz alcohol brand while promoting the movie.”); Kirsty Mccormack, Meghan McCain slams ‘insensitive’
and ‘strange’ Blake Lively over It Ends With Us controversy: ‘I don’t understand why she’s famous’, DailyMail.com,
(Aug. 22, 2024, 11:57) https://www.dailymail.co.uk/femail/article-13769327/meghan-mccain-slams-blake-lively-
strange-insensitive-ends-drama.html; Giovana Gelhorn, Blake Lively & Justin Baldoni’s Reported On-Set Clash
Shows How Their Feud Really Began, SHEKNOWS (Aug. 15, 2024, 11:55)
https://www.sheknows.com/entertainment/articles/3082123/blake-lively-justin-baldoni-feud-beginnings/ (“[Lively]
wasn’t engaged in the filming process and wanted to get out of shooting the moment she could.”); Laura Collins, The
REAL reason why Blake Lively and Justin Baldoni’s It Ends With Us feud has upended plans for sequel,
DailyMail.com, (Aug. 22, 2024) https://www.dailymail.co.uk/tvshowbiz/article-13766111/Blake-Lively-Justin-
Baldoni-feud-upends-sequel.html.
57
See also Alanah Kholsa & Jo Tweedy, supra n. 32.

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210. On information and belief, the Wayfarer team seeded social media content

into publications with small audiences and lax editorial standards, and then fed those posts and/or

articles to publications like Page Six, Newsweek, NY Post, TMZ, and BuzzFeed. These publications

have larger audiences and greater reach, which significantly amplified the negative sentiment

toward Ms. Lively. Content from low-influence sites was often linked or referenced in articles on

these high-influence platforms.

211. The “social manipulation” campaign engineered by Mr. Baldoni and

Wayfarer helped create and sustain a negative news cycle and social media algorithm around Ms.

Lively.

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212. The online narrative continues to trend more negatively when compared

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with other weeks and months prior to the social manipulation campaign, as reflected in the

sentiment chart dating from the publicity event on June 13, 2024 through the date the CRD
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Complaint was filed:
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213. This was precisely the effect that the Baldoni-Wayfarer team hoped to

achieve—they manipulated the social conversation to discredit and “bury” Ms. Lively in

retaliation for reporting her concerns about harassing and unsafe conduct during the production

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of the Film, and in the hopes of deterring Ms. Lively from potentially taking those same concerns

public. This campaign has been devasting to Ms. Lively, including by causing substantial harm

to Ms. Lively, her family, as well as her businesses and all the people who work at each of them.

Unlike Wayfarer and Mr. Baldoni, Ms. Lively has been precluded from not only experiencing the

success of the Film, but also from having the ability to engage further with her businesses, fans,

and social media followers without immediately triggering an onslaught of hateful comments.

Instead, Ms. Lively and her family have been forced to contend with a wide-reaching negative

media campaign.

214. When it became clear that this media blitz was the result of an intentionally

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seeded, cultivated and financed campaign against her, Ms. Lively began to experience mental,

215.
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physical, professional, and financial harms that continue to the present.

The effects on Ms. Lively’s professional life were immediate and

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substantial. Given the ongoing nature of the campaign and the associated negative public
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sentiment, Ms. Lively did not believe she could proceed with public appearances or events

without being forced to openly discuss what happened on set. For example, Ms. Lively cancelled
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a critical Target corporate event for her haircare company, and she backed out of her scheduled

role to host the premier episode of the 50th anniversary season of Saturday Night Live in

September 2024.

216. The retaliation campaign against Ms. Lively has also damaged her

companies. The long-planned launch of her haircare line, Blake Brown—a date which was set

more than a year prior to the date selected (not by Ms. Lively) for the release of the Film—was

caught up in the crossfires of the negative environment against Ms. Lively. Initially, before the

“social manipulation” campaign started, Ms. Lively was informed that Blake Brown was Target’s

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largest haircare launch on record. Based on internal sales projections, the sudden and unexpected

negative media campaign launched against Ms. Lively depressed retail sales of Blake Brown

products by 56%–78%. This dramatic drop was completely at odds with the high satisfaction

scores that Blake Brown products received in the significant consumer testing performed before

launch or its initial success after launch.

217. Around the same time, the social media accounts for Ms. Lively’s brands—

including Betty Buzz and Betty Booze—were flooded by hateful comments, which began to echo

through other social and traditional media outlets. On information and belief, the astroturfing

campaign was responsible for this wave of comments. None of Ms. Lively’s businesses could

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operate as they ordinarily had before; instead, the Baldoni-Wayfarer astroturfing campaign forced

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each of Ms. Lively’s businesses to go “dark” on social media in August. Ms. Lively did the same,

for nearly two months, and during this time was unable to market or promote any of her
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businesses, all of which rely on her support, causing issues with many business partners and
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customers. Moreover, when Ms. Lively limited comments on her personal Instagram account to

limit the toxic harassment she was receiving, those users simply migrated to the social media
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accounts and websites of Blake Brown, Betty Buzz, and Betty Booze. 58 Many of the negative

comments on these businesses’ social media accounts and websites had nothing to do with the

products or brands, but instead referenced the Film, Mr. Baldoni, and/or Ms. Lively as a “bully”

or “mean girl.”

58
Therese AK, TikTok, https://vm.tiktok.com/ZGeTkjarm/ (Aug. 26, 2024) (“Well now I know what NOT to buy,
thank you.”); @catherinaartdesign, Blake Brown Beauty Instagram comment, (Aug. 30, 2024) (“Be ashamed! A great
opportunity was missed to share a great message through the film where it would have made a big difference in many
lives. Now remember ‘she will make up a story where she is the victim so that others feel empathy for her’”);
@santerialily, Blake Brown Instagram comment, (Aug. 26, 2024) (“Nobody is going to buy this crap now. Good job
in ruining your brand before it even started. Nasty mean girls never prosper.”); @hollingsworth1830, Blake Brown
Instagram comment, (Sept. 5, 2024) (“Ah, no thanks. Why would anyone buy your beauty products? More overpriced
junk by a vapid and narcissitic [sic] celebrity. I would rather spend my money with someone who can actually care
about women. Take this crap and your florals and sit on it.”).

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218. The emotional impact on Ms. Lively has been extreme, not only affecting

her, but her family, including her husband and four children. There are days when she has

struggled to get out of bed, and she frequently chooses not to venture outside in public. While

she has fought to maintain her personal life and business interests, behind closed doors she has

suffered from grief, fear, trauma, and extreme anxiety. She also has been experiencing repeated

and painful physical symptoms as a result of this experience. Mr. Reynolds, too, has been affected

mentally, physically, and professionally by his wife’s and children’s pain. Worst of all, however,

has been the impact on their young children, who have been traumatized and emotionally

uprooted in ways that have substantially impacted their well-being.

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219. These are but a few examples of the substantial harm caused by this

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malicious campaign, which pervaded, and continues to pervade, all aspects of Ms. Lively’s life.

Ms. Lively never sought out conflict with Wayfarer, Ms. Baldoni, or Mr. Heath, but instead
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consistently attempted to speak up for a safe and respectful workplace privately in the hopes of
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protecting herself, as well as the cast and crew, without jeopardizing a Film that she believed

could make a difference in peoples’ lives. In response, Mr. Baldoni, Mr. Heath, and those
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working for them, sought to destroy Ms. Lively and anyone else who knew the truth. Ms.

Lively’s discovery of the full extent of the retaliatory campaign launched by the Wayfarer parties

and their associates, left her with no choice.

220. Ms. Lively exhausted jurisdictional prerequisites to filing this lawsuit

including by timely filing a complaint regarding the behaviors identified herein with the

California Civil Rights Department (“CRD”).

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221. On information and belief, after receiving such notice of the CRD

Complaint, Wayfarer, Mr. Baldoni, Mr. Heath and their associates have continued their campaign

against Ms. Lively, in further retaliation for her speaking up about their misconduct.

222. Through the CRD Complaint and this action, Ms. Lively seeks to set the

record straight, to hold the Wayfarer parties and associates accountable, and to shine a light on

this new form of retaliation so that it will not be used against any others who seek to stand up and

speak out against sexual harassment.

FIRST CAUSE OF ACTION

(Sexual Harassment in Violation of Title VII – 42 U.S.C. § 2000e-2(a)(1))
Against It Ends With Us Movie LLC and Wayfarer

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223. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by
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reference each and every allegation of the Complaint as if fully set forth fully herein.
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224. At all times herein mentioned, Ms. Lively was an employee under Title VII,

42 U.S.C. § 2000e(f) and It Ends With Us Movie LLC and Wayfarer were employers and/or joint
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employers under 42 U.S.C. § 2000e(b).

225. At all times herein mentioned, Title VII was in full force and effect and was
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fully binding upon Defendants It Ends With Us Movie LLC and Wayfarer as employers or joint

employers, and applicable to Ms. Lively as member of a group protected by Title VII prohibition

against discrimination and harassment.

226. Ms. Lively’s sex and gender constitute a protected class under Title VII.

227. In engaging in the conduct described in this complaint, Defendants It Ends

With Us Movie LLC and Wayfarer, through Defendants Baldoni and Heath, discriminated against

Ms. Lively in violation of Title VII by subjecting Ms. Lively to harassment and creating a hostile

work environment on the basis of her sex/gender. See ¶¶ 42–67.

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228. The behavior of Defendants Baldoni and Heath, as described in this

Complaint, was severe or pervasive, such that it created a work environment that a reasonable

person would perceive, and that Ms. Lively did perceive, to be hostile, intimidating, offensive,

oppressive, and/or abusive.

229. Defendants It Ends With Us Movie LLC and Wayfarer, through Defendants

Baldoni and Heath, perpetuated this environment by failing to create a workplace in which

individuals felt comfortable raising concerns regarding harassing and other inappropriate

behavior on set, including in Wayfarer’s failure to provide Ms. Lively with an employee

handbook, sexual harassment policy, information or any training on sexual harassment,

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discrimination or respectful workplace expectations, as well as information about the process for

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filing HR complaints, and comments by Defendants Baldoni and Heath undermining HR

concerns. See ¶¶ 68–79.

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230. The conduct by Defendants Baldoni and Heath, including but not limited to
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the conduct described in paragraphs 42– 67, above, is in direct violation of Title VII of the Civil

Rights Act of 1964, as amended, for which Defendants It Ends With Us Movie LLC and Wayfarer
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are liable.

231. These actions severely impacted Ms. Lively’s physical, psychological, and

emotional well-being by creating an intimidating, hostile and offensive working environment, as

it would have for any reasonable person, and so altered the terms and conditions of Ms. Lively’s

employment such that it was more difficult for Ms. Lively to perform her job.

232. Defendants It Ends With Us Movie LLC and Wayfarer are liable because

Defendants Baldoni and Heath, co-own and operate Wayfarer, the sole member of It Ends With

Us Movie LLC; personally committed the harassing conduct; and were therefore aware of their

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own conduct, and failed to take immediate and appropriate corrective action. Further, Defendants

Wayfarer and It Ends With Us Movie LLC are strictly liable for the actions of Defendants Baldoni

and Heath, who were acting in their capacities as Ms. Lively’s supervisors.

233. Harassing and retaliatory conduct against harassed Ms. Lively continued in

various forms throughout 2024 and, on information and belief, is continuing, including a

coordinated campaign to cast Ms. Lively in a false light, to discredit her in the event that she

publicly disclosed her concerns about harassment and other unlawful conduct, and to irreparably

damage Ms. Lively’s career and future earning capabilities. See ¶¶ 115–191, 221.

234. As a direct, foreseeable, and proximate result of this unlawful

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discriminatory conduct by Defendants It Ends With Us Movie LLC and Wayfarer, Ms. Lively

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has suffered, and continues to suffer, substantial damages including, but not limited to, severe

emotional distress and pain, humiliation, embarrassment, belittlement, frustration, and mental
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anguish, and is entitled to an award of punitive damages, in an amount to be determined at trial.
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235. The conduct described herein by Defendants It Ends With Us Movie LLC

and Wayfarer, through Defendants Baldoni and Heath, was a motivating factor in causing and
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caused Ms. Lively’s harm.

236. Defendants It Ends With Us Movie LLC and Wayfarer intentionally

violated Ms. Lively’s rights under Title VII, with malice or reckless indifference, and as a result,

are liable for punitive damages.

SECOND CAUSE OF ACTION

(Retaliation in Violation of Title VII – 42 U.S.C. § 2000e-3)
Against It Ends With Us Movie LLC and Wayfarer

237. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

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238. At all times herein mentioned, Ms. Lively was an employee under Title VII,

42 U.S.C. § 2000e(f) and It Ends With Us Movie LLC and Wayfarer were employers and/or joint

employers under 42 U.S.C. § 2000e(b).

239. At all times herein mentioned, Title VII was in full force and effect and was

fully binding upon Defendants It Ends With Us Movie LLC and Wayfarer as employers or joint

employers, and applicable to Ms. Lively as member of a group protected by Title VII prohibition

against retaliation.

240. Specifically, pursuant to 42 U.S.C. § 2000e-3(a), it is an unlawful

employment practice for an employer to discriminate against an employee because she has

opposed any practices forbidden under Title VII or because she has filed a complaint against

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conduct prohibited under Title VII, as Ms. Lively did when she complained to Wayfarer, Mr.
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Baldoni, and Mr. Heath about harassing and other unlawful conduct based on sex which occurred
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throughout the Film’s production.

241. Ms. Lively engaged in protected activity by complaining to Wayfarer, Mr.

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Baldoni, and Mr. Heath about harassing treatment based on sex and other unlawful conduct on

multiple occasions during the filming and production of the Film, which Ms. Lively reasonably
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believed to be unlawful. See ¶¶ 68–79.

242. After Ms. Lively engaged in such protected activity, Defendants subjected

Ms. Lively to adverse employment action, including but not limited to by launching a coordinated

campaign to cast Ms. Lively in a false light during the publicity and promotion of the Film and

thereafter. See ¶¶106–191. Ms. Lively’s protected activity was the motivating reason for and

“but for” cause of Defendants’ conduct. This harassing and retaliatory conduct continued in

various forms throughout 2024, and, on information and belief, is continuing, in order to discredit

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her in the event that she publicly disclosed her concerns about harassment and other unlawful

conduct, and to irreparably damage Ms. Lively’s career and future earning capabilities.

243. As a direct, foreseeable, and proximate result of the unlawful retaliatory

actions undertaken by Defendants It Ends With Us Movie LLC and Wayfarer, through the actions

of Defendants Baldoni, Heath, and Sarowitz and their associates, Ms. Lively has suffered, and

continues to suffer substantial damages including, but not limited to, severe emotional distress

and pain, humiliation, embarrassment, belittlement, frustration, and mental anguish, and is

entitled to an award of punitive damages, in an amount to be determined at trial.

244. Defendants It Ends With Us Movie LLC and Wayfarer intentionally

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violated Ms. Lively’s rights under Title VII, with malice or reckless indifference, and as a result,

are liable for punitive damages. in

THIRD CAUSE OF ACTION
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(Sexual Harassment in Violation of FEHA – Cal. Gov. Code, § 12940)
Against It Ends With Us Movie LLC, Wayfarer, Baldoni, and Heath
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245. Ms. Lively repeats, reiterates, re-alleges and incorporates by reference each

and every allegation of the Complaint as if fully set forth fully herein.
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246. At all times herein mentioned, Ms. Lively was employed by and/or

providing services pursuant to a contract with Defendants It Ends With Us Movie LLC, and its

managing member, Wayfarer.

247. At all times herein mentioned, California’s Fair Employment and Housing

Act (“FEHA”), Cal. Government Code § 12940 et seq., was in full force and effect and fully

binding upon Defendants It Ends With Us Movie LLC, Wayfarer, Baldoni and Heath as

employers, joint employers, or supervisors. Ms. Lively was a member of a group protected by

FEHA’s prohibition against harassment based on sex/gender.

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248. Defendants It Ends With Us Movie LLC, Wayfarer, Baldoni and Heath have

discriminated against Ms. Lively on the basis of her sex/gender, through the actions of Defendants

Baldoni and Heath, in violation of FEHA by subjecting Ms. Lively to harassment and creating a

hostile work environment on the basis of her sex/gender. See ¶¶ 42–67.

249. Such harassing conduct, as described in this Complaint, was severe or

pervasive, such that it created a work environment that a reasonable person would perceive, and

that Ms. Lively did perceive, to be hostile, intimidating, offensive, oppressive, and/or abusive.

Defendants’ conduct so altered the working conditions of Ms. Lively, such that it was more

difficult for Ms. Lively to perform her job, as it would have for any reasonable person.

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250. Defendants It Ends With Us Movie LLC and Wayfarer are liable because

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Defendants Baldoni and Heath, co-own and operate Wayfarer, the sole member of It Ends With

Us Movie LLC; personally committed the harassing conduct; and were therefore Wayfarer and It
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Ends With Us Movie LLC knew or should have known of the conduct, and failed to take
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immediate and appropriate corrective action. Further, Wayfarer and It Ends With Us Movie LLC

are strictly liable for the actions of Defendants Baldoni and Heath, who were acting in their
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capacities as Ms. Lively’s supervisors. See ¶¶ 68–79.

251. Defendants’ unlawful conduct was a substantial factor in causing Ms.

Lively to suffer and continue to suffer substantial losses in earnings, equity, and other

employment benefits and has incurred other economic losses. See ¶¶ 202–219.

252. Defendants’ unlawful conduct was also a substantial factor in causing Ms.

Lively to suffer emotional distress, shame, and embarrassment all to Ms. Lively’s damage in an

amount to be proven at time of trial. See ¶¶ 202–219.

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253. Defendants committed the acts herein despicably, maliciously, fraudulently,

and oppressively, with the wrongful intention of injuring Ms. Lively, and from an improper and

evil motive amounting to malice, and in conscious disregard of the rights or safety of Ms. Lively

and others. Ms. Lively is thus entitled to recover punitive damages from Defendants in an amount

according to proof.

FOURTH CAUSE OF ACTION

(Retaliation in Violation of FEHA – Cal. Gov. Code, § 12940)
Against It Ends With Us Movie LLC and Wayfarer

254. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

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255. At all times herein mentioned, Ms. Lively was employed by and/or
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providing services pursuant to a contract with Defendants It Ends With Us Movie LLC, and its

managing member, Wayfarer.

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256. At all times herein mentioned, FEHA was in full force and effect and was
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fully binding upon Defendants It Ends With Us Movie LLC and Wayfarer as employers or joint

employers, and applicable to Ms. Lively as member of a group protected by FEHA’s prohibition
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against retaliation.

257. Specifically, pursuant to § 12940(h) it is an unlawful employment practice

for an employer to discriminate against any person because that person has opposed any practices

forbidden under FEHA or because the person has filed a complaint against conduct prohibited

under FEHA, as Ms. Lively did when she complained to Wayfarer, Mr. Baldoni, and Mr. Heath

about harassing and other unlawful conduct based on sex which occurred throughout the Film’s

production.

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258. Ms. Lively engaged in protected activity by complaining to Wayfarer, Mr.

Baldoni, and Mr. Heath about harassing treatment based on sex and other unlawful conduct on

multiple occasions during the filming and production of the Film, which Ms. Lively reasonably

believed to be unlawful. See ¶¶ 68–79.

259. After Ms. Lively engaged in such protected activity, Defendants subjected

Ms. Lively to an adverse employment action, including but not limited to by launching a

coordinated campaign to cast Ms. Lively in a false light during the publicity and promotion of the

Film and thereafter. See ¶¶ 115–191, 221. Ms. Lively’s protected activity was a substantial

motivating reason for Defendants’ conduct.

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260. As a direct, foreseeable, and proximate result of the unlawful retaliatory

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actions undertaken by Defendants It Ends With Us Movie LLC and Wayfarer, through the actions

of Defendants Baldoni, Heath, and Sarowitz, Ms. Lively has suffered, and continues to suffer
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substantial damages including, but not limited to, severe emotional distress and pain, humiliation,
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embarrassment, belittlement, frustration, and mental anguish, in an amount to be determined at

trial. See ¶¶ 202–219.

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261. Defendants It Ends With Us Movie LLC and Wayfarer committed the acts

described herein maliciously, fraudulently, and oppressively, with the wrongful intention of

harming Ms. Lively, in violation of Ms. Lively’s rights under FEHA, and acted in a manner

warranting punitive damages pursuant to California Civil Code § 3294.

FIFTH CAUSE OF ACTION

(Retaliation in Violation of the California Labor Code – Cal. Labor Code, § 1102.5)
Against It Ends With Us Movie LLC and Wayfarer

262. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

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263. At all times herein mentioned, California Labor Code § 1102.5 was in full

force and effect and fully binding upon It Ends With Us Movie LLC and Wayfarer as employers

or joint employers of Ms. Lively.

264. Pursuant to California Labor Code § 1102.5(b) an employer or any person

acting on behalf of an employer, shall not retaliate against an employee for disclosing information

to a person with authority over the employee or who has the authority to investigate, discover, or

correct a violation of law. Section 1102.5(d) additionally prohibits an employer or any person

acting on behalf of an employer to retaliate against an employee for having exercised their rights

under § 1102.5(b), as Ms. Lively did when she complained to Wayfarer, Mr. Baldoni, and Mr.

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Heath about harassing and other unlawful conduct based on sex which occurred throughout the

Film’s production.

265.
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Ms. Lively engaged in protected activity by complaining to Wayfarer, Mr.
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Baldoni, and Mr. Heath about harassing treatment based on sex and other unlawful conduct on
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multiple occasions during the filming and production of the Film, which Ms. Lively reasonably

believed to be unlawful. See ¶¶ 68–79.

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266. After Ms. Lively engaged in such protected activity, Defendants subjected

Ms. Lively to adverse employment action by launching a coordinated campaign to cast Ms. Lively

in a false light during the publicity and promotion of the Film, to discredit her in the event that

she publicly disclosed her concerns about harassment and other unlawful conduct, and to

irreparably damage Ms. Lively’s career and future earning capabilities in direct retaliation for Ms.

Lively’s participation in protected activity. See ¶¶ 115–191, 221.

267. The unlawful retaliatory actions perpetrated by Defendants It Ends With Us

Movie LLC and Wayfarer, through the actions of Defendants Baldoni, Heath, and Sarowitz, was

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a substantial factor in causing Ms. Lively to suffer, and continue to suffer substantial damages

including, but not limited to, severe emotional distress and pain, humiliation, embarrassment,

belittlement, frustration, and mental anguish, in an amount to be determined at trial. See ¶¶ 202–

219.

268. Defendants It Ends With Us Movie LLC and Wayfarer committed the acts

described herein maliciously, fraudulently, and oppressively, with the wrongful intention of

harming Ms. Lively, in violation of Ms. Lively’s rights under California Labor Code § 1102.5,

and in a manner warranting punitive damages pursuant to California Civil Code § 3294.

SIXTH CAUSE OF ACTION

(Failure to Investigate, Prevent, and/or Remedy Harassment in Violation of FEHA – Cal.

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Gov. Code., § 12940)
Against It Ends With Us Movie LLC and Wayfarer
in
269. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by
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reference each and every allegation of the Complaint as if fully set forth fully herein.
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270. At all times herein mentioned, Ms. Lively was employed by and/or

providing services pursuant to a contract with Defendants It Ends With Us Movie LLC, and its
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managing member, Wayfarer.

271. At all times herein mentioned, FEHA was in full force and effect and was

fully binding upon It Ends With Us Movie LLC and Wayfarer as employers or joint employers

of Ms. Lively.

272. Specifically, §§ 12940(j)-(k) require employers to take all reasonable steps

to prevent harassment and makes it an unlawful employment practice for an employer to fail to

take all reasonable steps necessary to prevent harassment from occurring.

273. Ms. Lively was subjected to harassing and other unlawful conduct based on

sex which occurred throughout the Film’s production. See ¶¶ 42–67. Ms. Lively complained to

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Wayfarer, Mr. Baldoni, and Mr. Heath about the conduct she experienced, but Wayfarer failed to

take all reasonable steps to prevent the sex-based harassment and retaliation suffered by Ms.

Lively. See ¶¶ 68–79, 115–191, 221.

274. Defendants It Ends With Us Movie LLC and Wayfarer’s failure to take all

reasonable steps to prevent the unlawful harassment and retaliatory actions perpetrated by their

co-Defendants, was a substantial factor in causing Ms. Lively to suffer, and continue to suffer

substantial damages including, but not limited to, severe emotional distress and pain, humiliation,

embarrassment, belittlement, frustration, and mental anguish, in an amount to be determined at

trial. See ¶¶ 202–219.

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275. Defendants It Ends With Us Movie LLC and Wayfarer committed the acts

in
described herein maliciously, fraudulently, and oppressively, with the wrongful intention of

harming Ms. Lively, in violation of Ms. Lively’s rights under FEHA and in a manner warranting
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punitive damages pursuant to California Civil Code § 3294.
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SEVENTH CAUSE OF ACTION

(Aiding and Abetting Harassment and Retaliation in Violation of the FEHA – Cal. Gov.
Code, § 12940(i))
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Against Nathan, TAG, and Abel

276. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

277. At all times herein mentioned, Ms. Lively was employed by and/or

providing services pursuant to a contract with Defendants It Ends With Us Movie LLC, and its

managing member, Wayfarer.

278. At all times herein mentioned, California’s Fair Employment and Housing

Act (“FEHA”), Cal. Gov’t Code §§ 12900, et seq., was in full force and effect and was fully

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binding upon the relevant Defendants. Specifically, § 12940(i) makes it unlawful for any person

“to aid, abet, incite, compel, or coerce the doing of any of the acts forbidden under this part, or to

attempt to do so.”

279. Defendants Nathan, TAG, and Abel, as individuals and entities that are not

Ms. Lively’s employer, aided and abetted the discriminatory conduct of Defendants It Ends With

Us Movie LLC, Wayfarer, Baldoni and Heath, including but not limited to by participating in the

above-described coordinated “astroturfing” campaign to discredit and “bury” Ms. Lively.

280. As a direct and proximate result of Defendants’ unlawful discriminatory

conduct in violation of FEHA, Plaintiff has suffered, and continues to suffer, harm for which she

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is entitled to an award of monetary damages, liquidated damages, interest, and other relief.

281. in
Defendants’ conduct was willful and they knew that their actions

constituted unlawful violation of the FEHA and/or showed reckless disregard for Ms. Lively’s
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statutorily protected rights.
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282. Mr. Sarowitz, Ms. Nathan, TAG, and Ms. Abel intentionally violated Ms.

Lively’s rights under the California Fair Employment and Housing Act, acting with malice,
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oppression, and/or fraud. Therefore, Mr. Sarowitz, Ms. Nathan, TAG, and Ms. Abel are liable

for punitive damages for the reprehensible conduct of Mr. Baldoni and Mr. Heath in an amount

necessary to punish them and to discourage future wrongful conduct.

283. Defendants committed the acts herein despicably, maliciously, fraudulently,

and oppressively, with the wrongful intention of injuring Ms. Lively, from an improper and evil

motive amounting to malice, and in conscious disregard of the rights or safety of Ms. Lively and

others. Ms. Lively is thus entitled to recover punitive damages from Defendants in an amount

according to proof.

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EIGHTH CAUSE OF ACTION

(Breach of Contract – Actor Loanout Agreement)
Against It Ends With Us Movie LLC and Wayfarer

284. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

285. Ms. Lively’s company Blakel, Inc., and Defendant It Ends With Us Movie

LLC demonstrated an intent to be bound by the Actor Loanout Agreement, dated May 5, 2023,

through substantial performance of the agreement’s terms and conditions and as referenced in the

Contract Rider. The Actor Loanout Agreement is a valid and enforceable contract between

Blakel, Inc., and It Ends With Us Movie LLC.

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286. Ms. Lively was the intended beneficiary of the Actor Loanout Agreement.

287.
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At all times relevant to this complaint, there was a unity of interest and
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ownership between Defendant It Ends With Us Movie LLC and Defendant Wayfarer, which on

information and belief is its sole member.

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288. Blakel, Inc., has complied with all applicable provisions of the Actor

Loanout Agreement.
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289. Paragraph 7 of the Agreement strictly prohibited sexual harassment of any

type. Further, Paragraph 7 of the Agreement prohibited any punishment or retaliation against

another for his or her refusal of such harassment. Through Defendant Wayfarer, Defendant It

Ends With Us Movie LLC, Defendant Baldoni and Defendant Heath, repeatedly violated

Paragraph 7 of the Agreement, as set forth in the preceding paragraphs.

290. Ms. Lively is entitled to enforce the Actor Loanout Agreement against

Defendant It Ends With Us Movie LLC and Defendant Wayfarer.

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291. Through Defendant Wayfarer’s conduct, Defendant It Ends With Us Movie

LLC’s breach of its obligations under the Actor Loanout Agreement has caused and will continue

to cause irreparable injury to Ms. Lively both personally and professionally.

292. Such breach of obligations under the Actor Loanout Agreement was a

substantial factor in causing Ms. Lively’s harm.

NINTH CAUSE OF ACTION

(Breach of Contract – Contract Rider Agreement)
Against It Ends With Us Movie LLC and Wayfarer

293. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

reference each and every allegation of the Complaint as if fully set forth fully herein.

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294. The Contract Rider Agreement is a valid and enforceable contract between

Blakel, Inc., and It Ends With Us Movie LLC.

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295. Ms. Lively was the intended beneficiary of the Contract Rider Agreement.

296. At all times relevant to this complaint, there was a unity of interest and
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ownership between Defendant It Ends With Us Movie LLC and Defendant Wayfarer as its sole

member.
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297. Blakel, Inc., has complied with all applicable provisions of the Contract

Rider Agreement.

298. Paragraph 10 of the Agreement strictly prohibited It Ends With Us Movie

LLC from retaliation of any kind against Ms. Lively for raising concerns about the conduct

described in the Contract Rider Agreement, including during publicity or promotional work for

the Film.

299. Ms. Lively is entitled to enforce the Contract Rider Agreement against

Defendant It Ends With Us Movie LLC and Defendant Wayfarer.

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300. Through Defendant Wayfarer’s conduct, Defendant It Ends With Us Movie

LLC’s breach of its obligations under the Contract Rider Agreement has caused and will continue

to cause irreparable injury to Ms. Lively both personally and professionally.

301. Such breach of obligations under the Contract Rider Agreement was a

substantial factor in causing Ms. Lively’s harm.

TENTH CAUSE OF ACTION

(Intentional Infliction of Emotional Distress)
Against Wayfarer, It Ends With Us Movie LLC, Baldoni, Heath, Sarowitz, Nathan, TAG, and
Abel

302. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

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reference each and every allegation of the Complaint as if fully set forth fully herein.

303. in
Defendants Wayfarer, It Ends With Us Movie LLC, Baldoni, Heath,

Sarowitz, Nathan, TAG, and Abel, intentionally engaged in extreme and outrageous conduct
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toward Ms. Lively, which conduct was so extreme as to exceed all bounds of that usually tolerated
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in a civilized community. Defendants’ conduct included soliciting, developing, implementing,

and promoting a covert multi-tiered press and digital plan that Defendants themselves described
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as “social manipulation” regarding Ms. Lively to destroy her reputation and career in retaliation

for exercising her legally-protected right to speak up about their misconduct on the set of the

Film, and to deter or prevent Ms. Lively from publicly disclosing Defendants’ harassing and

discriminatory conduct. See ¶¶ 115–191, 221.

304. Defendants by Defendants Wayfarer, It Ends With Us Movie LLC, Baldoni,

Heath, Sarowitz, Nathan, TAG, and Abel intended to cause Ms. Lively emotional distress. In the

alternative, and at the least, these Defendants acted with reckless disregard of the probability that

their conduct would cause Ms. Lively to suffer emotional distress.

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305. Ms. Lively suffered severe emotional distress as a result of these

Defendants’ conduct.

306. The outrageous conduct by Defendants Wayfarer, It Ends With Us Movie

LLC, Baldoni, Heath, Sarowitz, Nathan, TAG, and Abel was a substantial factor in causing Ms.

Lively’s severe emotional distress, and was the actual and proximate cause of the emotional

distress.

307. Defendants Wayfarer, It Ends With Us Movie LLC, Baldoni, Heath,

Sarowitz, Nathan, TAG, and Abel acted with oppression, fraud, or malice as defined by the

California Civil Code § 3294 and engaged in highly reprehensible conduct warranting punitive

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damages.

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ELEVENTH CAUSE OF ACTION
(Negligence Infliction of Emotional Distress)
Against Wayfarer, Baldoni, and Heath
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308. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by
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reference each and every allegation of the Complaint as if fully set forth fully herein.

309. Defendants Wayfarer, Baldoni, and Heath owed a duty of care to maintain
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a safe working environment, free of harassment and retaliation, to avoid causing foreseeable harm

to Ms. Lively.

310. At all times mentioned, it was reasonably foreseeable that Ms. Lively would

suffer harm if these Defendants perpetuated, participated in, or failed to address the conduct

described in the preceding paragraphs.

311. In engaging in the conduct described in this complaint, these Defendants

breached the duty of care to Ms. Lively and affirmatively contributed to and caused Ms. Lively’s

injuries.

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312. Ms. Lively suffered serious emotional distress as a result of Defendants’

negligent conduct.

313. The negligence of Defendants Wayfarer, Baldoni, and Heath was a

substantial factor in causing Ms. Lively’s emotional distress.

314. As a direct and proximate cause of their misconduct as alleged herein, Ms.

Lively suffered and continues to suffer the damages alleged in this complaint.

TWELFTH CAUSE OF ACTION

(False Light Invasion of Privacy – California Const., Art. I, § 1)
Against Wayfarer, Baldoni, Heath, Nathan, TAG, and Abel

315. Ms. Lively hereby repeats, reiterates, re-alleges and incorporates by

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reference each and every allegation of the Complaint as if set forth fully herein.

316.
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As alleged herein above, Defendants Wayfarer, Baldoni, Heath, Nathan,
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TAG, and Abel publicly disclosed information or material regarding Plaintiff’s marketing

decisions, moral character, private life, and family, which showed Ms. Lively in a false light.
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317. The false light created by the disclosures of these Defendants would be

highly offensive and objectionable to a reasonable person in Ms. Lively’s position, in that it made
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Ms. Lively the object of scorn, pity, ridicule, humiliation, and other suffering.

318. These Defendants knew the public disclosures would create a false

impression about Ms. Lively or acted with reckless disregard for the truth.

319. As a direct and proximate result of the said publicity and false and

misleading disclosures, Ms. Lively sustained harm, including to her business and profession, as

well as her reputation. Further, Ms. Lively has suffered, and continues to suffer, from grief and

anxiety as a result of the near-overnight change in public sentiment regarding her reputation,

work, and brands. As a further direct and proximate result of the said disclosures, Ms. Lively has

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suffered loss of income and interference with future income.

320. The conduct of Defendants Wayfarer, Baldoni, Heath, Sarowitz, Nathan,

TAG, and Abel as described herein was a substantial factor in causing Ms. Lively harm,

constituted a serious invasion of Ms. Lively’s right to privacy, and was an egregious breach of

social norms that shocks the conscience.

321. Defendants have engaged in the alleged conduct above with oppression,

fraud and malice. Accordingly, Ms. Lively is entitled to an award of punitive and exemplary

damages in an amount to be proved at trial.

THIRTEENTH CAUSE OF ACTION

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(Sexual Harassment in Violation of California Civil Code – Civ. Code, § 51.9)
Against Baldoni and Heath

322.
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Ms. Lively re-alleges and incorporates by reference every allegation of the
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Complaint as if fully set forth in this paragraph.

323. At all times herein mentioned, Defendants Baldoni and Heath, as a director
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or producer of the Film and as operators of Wayfarer, had a professional relationship with Ms.

Lively.
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324. In engaging in the conduct described in this Complaint, Defendants Baldoni

and Heath subjected Ms. Lively to harassing conduct based on sex and/or gender. See ¶¶ 42–67.

Defendants Baldoni and Heath’s behavior as described in this Complaint was unwelcomed,

pervasive or severe, such that it altered the conditions of the business relationship by creating a

work environment that is hostile, intimidating, offensive, oppressive, or abusive.

325. As a direct, foreseeable, and proximate result of Defendants Baldoni and

Heath’s unlawful actions, Ms. Lively has suffered and continues to suffer substantial damages,

including, but not limited to, past and future losses in earnings, equity, and other employment

benefits and has incurred other economic losses.

326. As a further direct, foreseeable, and proximate result of Defendants Baldoni

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and Heath’s unlawful actions, Ms. Lively has suffered emotional distress, humiliation, shame,

and embarrassment all to the Ms. Lively’s damage in an amount to be proven at time of trial.

327. Defendants Baldoni and Heath committed the acts herein despicably,

maliciously, fraudulently, and oppressively, with the wrongful intention of injuring Ms. Lively,

from an improper and evil motive amounting to malice, and in conscious disregard of the rights,

safety, or wellbeing of Ms. Lively and others. Ms. Lively is thus entitled to recover punitive

damages from Defendants Baldoni and Heath in an amount according to proof.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for the following relief:

1. For a money judgment representing compensatory damages including

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consequential damages, lost wages, earning, and all other sums of money, together with interest
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on these amounts, in an amount to be proven at trial;
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2. For an award of money judgment for mental pain and anguish and severe and

serious emotional distress, in an amount to be proven at trial;

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3. For pre- and post-judgment interest;

4. For statutory and civil penalties;

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5. For punitive damages according to proof;

6. For attorneys’ fees and costs incurred by Ms. Lively; and

7. For such other legal and equitable relief as the Court deems appropriate.

DEMAND FOR JURY TRIAL

Ms. Lively demands a jury trial on all causes of action triable by jury.

[SIGNATURES ON FOLLOWING PAGE]

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Dated: December 31, 2024 Respectfully submitted,

WILLKIE FARR & GALLAGHER LLP

/s/ Michael J. Gottlieb

Michael J. Gottlieb
Kristin E. Bender
Willkie Farr & Gallagher LLP
1875 K Street NW
Washington, DC 20006
(202) 303-1000
Email: [email protected]
[email protected]

MANATT, PHELPS & PHILLIPS, LLP

Esra A. Hudson (pro hac vice forthcoming)
Stephanie A. Roeser (pro hac vice

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forthcoming)
Catherine Rose Noble (pro hac vice
in forthcoming)
Manatt, Phelps & Phillips, LLP
2049 Century Park East, Suite 1700
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Los Angeles, California 90067
(310) 312-4000
Email: [email protected]
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[email protected]
[email protected]
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Attorneys for Plaintiff Blake Lively

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