Darabont Transcript

8/11/2019 Darabont Transcript

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SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK:

RIAL TERM PART 3

FRANK DARABONT, FERENC, INC., DARKWOODS

PRODUCTIONS, INC. And CREATIVE ARTISTS

AGENCY, LLC,

PLAINTIFFS,

- against -

AMC NETWORK ENTERTAINMENT LLC, AMC FILM

HOLDINGS LLC, AMC NETWORKS INC., STU SEGALL

PRODUCTIONS, INC., and DOES 1 THROUGH 10,

DEFENDANTS.

X

INDEX NO: 654328/13

0 Centre Street

New York, New York

August 12, 2014

BEFORE:

ONORABLE EILEEN BRANSTEN, Justice

APPEARANCES:

BLANK ROME, LLP

Attorneys for Plaintiffs

405 Lexington Avenue

New York, New York 10174

BY: JERRY D. BERNSTEIN, ESQ.

KINSELLA WEITZMAN ISER KUMP & ALDISERT, LLP

Attorneys for Plaintiffs

808 Wilshire Boulevard

Santa Monica, California 90401

BY: DALE F. KINSELLA, ESQ.

KASOWITZ, BENSON, TORRES & FRIEDMAN, LLP

Attorneys for Defendants

1833 Broadway

New York, New York 10019

BY: MARC E. KASOWITZ, ESQ.

JOHN BERLINSKI, ESQ.

AARON H. MARKS, ESQ.

NINA J. KOSS, C.S.R., C.M.

Official Court Reporter

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ILED: NEW YORK COUNTY CLERK 09/26/2014 04:49 PM INDEX NO. 654328/

YSCEF DOC. NO. 95 RECEIVED NYSCEF: 09/26/


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THE COURT: For the Plaintiffs, Frank Darabont,

Ferenc, Inc., Darkwoods Productions, Inc. and Creative

Artists Agency, I have from Blank Rome LLP, I have Jerry

Bernstein.

How are you?

MR. BERNSTEIN: Good morning.

THE COURT: Good morning. I also have from

Kinsella Weitzman Iser Kump & Aldisert, Dale Kinsella.

THE COURT: For the Defendants, AMC Network

Entertainment, LLC, AMC Film Holdings, LLC, and AMC

Networks, Incorporated, Stu Segall Productions, Incorporated

and John and Jane Does, 1 through 10, I have from the

Kasowitz Benson Torres & Friedman, LLP firm, I have Marc

Kasowitz.

How are you?

MR. KASOWITZ: Good morning, your Honor.

THE COURT: And, Aaron Marks and John Berlinski.

We are here because of profuse letter writing and

to try to get a handle on

ou can sit down. I don't

think you need to stand for this.

I read them -- you will be glad to know.

MR. KASOWITZ: Your Honor, if I might before your

Honor turns to her decision and gets too far in, there has

been one change on the ground with respect to our motion

since this letter writing began, and if I could just inform,

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I think the Court should be aware of it.

The change on the ground is that the main argument

advanced by the Plaintiffs in opposition, and their July 1st

letter, was one of burden, that Plaintiffs claim that the

requests that we were making would put them to a burden of

having to review agreements one by one, documents one by one

and the like, in order to respond to our requests.

THE COURT: Also relevance.

MR. KASOWITZ: They have told us, we learned since

then, we approached the issue with them and we have learned

since then, in fact, they have a database, and the field on

that database --

THE COURT: Mr. Kasowitz, please, I am going to

make my decision.

MR. KASOWITZ: I just wanted the burden issue --

THE COURT: I understand. Let's say the burden

issue is nonexistent, still doesn't necessarily means it's

relevant.

So, that's what we are going to be dealing with.

In terms of, look, both sides of the equation, the

difference between what we have here in the Walking Dead and

the two related events, which is Breaking Bad and Mad Men,

the difference between what happened in Walking Dead is that

AMC Productions actually produced it, in addition to

distributing it. o, that made it a different entity than

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Breaking Bad -- I think was produced by Sony or, but outside

production, and Mad Men also.

nd then, those production

companies then went to AMC for distribution, and so you had

a different kind of a situation.

So, as a result of that, I am, I think that as it

concerns what the Plaintiff has to do in terms of producing

documents, I believe they should also produce documents for

both the Walking Dead and Mad Men. All right.

So, I think that that balances, a little bit, of

what AMC had to do, but AMC, but basically, because the

three, the three productions or the three TV shows, maybe

that's it.

Three TV shows, sort of related in nature, and

coming out of the same type of story, I believe that indeed,

the Plaintiff should have to produce documents along those

lines.

Now, in the July 1st letter, which actually, we

started with the June 16th letter, then CAA's reply on

July 1st, telling me that the request made by AMC in their

June 16th letter is, in the first place, shouldn't have to

do it because of relevance, and also because of the burden.

Even if you are right, Mr. Kasowitz, and they have

conceded that the burden was minimal, the question is of

relevance and whether or not, I don't need argument, sir,

whether or not there should be, at this time, an inquiry

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into other TV shows to show whether or not the amount paid

or the agreements made by CAA for other stars of, similar to

what was agreed to in this instance, and et cetera.

I honestly think that that is outside the realm of

the particular case, outside of the complaint, and I think

not relevant, not relevant -- forget the burden -- not

relevant to this particular matter.

Specifically, if you go into the sections of the

complaint that are really the full, four full things we have

to deal with, at no point does the Plaintiff say that they

are basing their request on custom-wide, industry custom and

practice.

MR. KASOWITZ: Your Honor --

THE COURT: One second, Mr. Kasowitz, please, I am

not going to have argument on this. I will tell you what I

am thinking. You can please sit down.

THE COURT: The industry custom and practice is not

between the individual actors in the industry, but rather,

between the distributor and the TV stations you distribute

to.

hat's where the industry custom and practice is,

should be requested, and that's where indeed, there was

relevance, because if indeed, the industry custom and

practice is, has been, is different in the case of AMC, and

its distribution policies versus something else, that's

where you are going to find a correlation between what we

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are talking about in this instance.

Further, and that is what, in a sense, is in the

complaint.

t no point in the complaint is there an

allegation that the stars are being paid different rates and

different amounts and indeed, we have to look into whether

or not the stars in Walking Dead, that's represented by CAA,

Breaking Bad and Mad Men, are being paid differently.

t

is the distribution aspect of it that is what leads to the

profit, and because of that, two things.

One, I am denying Defendants' request for industry

custom and practice documents from CAA clients, except for

the two other events, which is Breaking Bad and Mad Men.

That, I will allow you to have, and for CAA clients that

work on other cable TV series, I consider that to be

irrelevant.

I am also, in fact, the Court is going to find that

the allegations cited in the complaint, paragraph 53, 56(g),

and 60 don't reference industry custom and practice of

imputed contingency fees.

MC's alleged duty to negotiate

in good faith requires proof of AMC's subjective belief.

The actual industry custom and practice is not relevant

only what AMC thought was standard. That comes to a

depositions.

That inquiry comes through inquiry of people who

were in positions A, AMC to think, to be able to state what

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they feel was standard in the industry. What other artists

received from non AMC networks, studios, is totally

irrelevant.

There is no allegation in the complaint that,

allegation that AMC failed to provide Darabont with a

standard contract. here is no place in the complaint does

it say that which, if it did, would allow you maybe to make

that inquiry -- but it does not.

The allegations are that AMC didn't calculate the

profits correctly as called for in the contract because it

gave itself too low a fee and didn't account for tax credit

and two, that AMC fired Darabont without cause. That's the

allegations in the complaint.

Now, the other thing that is really of bother to

the Court, and that is that there is no doubt that when we

last met, I sort of gave a thought, a direction that and, in

fact, we had argument on this, my direction was get going on

discovery. nd then the argument against it was oh, so

complicated. It's so much involved. We can't do it all at

once.

So, I said, okay, do it as a rolling event. But,

according to Plaintiff, the roll has not happened for one

sheet of paper, not one document; am I correct on that?

MR. KINSELLA: Your Honor, last night, last night

we got 208 documents.

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THE COURT: Okay. Congratulations. That makes

that statement wrong.

MR. KASOWITZ: There had already been a production

of a couple of, thousands of pages of documents before that.

We haven't received a single document from the Plaintiffs,

not one.

MR. BERNSTEIN: So we are clear on the dates, the

initial production of 1,385 pages was made on June 4th.

THE COURT: That was the day before you came to see

me.

MR. BERNSTEIN: Sorry, gentlemen, on June 4th,

which was the day before we were here with your Honor, I

believe -- right, we were here on June 5th.

So, we have had two productions, both the day

before we come to see you. The day before it was 1385,

June 4th, and then we come in here -- since your Honor

ruled -- we got nothing, nothing until last night when we

got 220 pages. I mean, really.

THE COURT: What time last night? Do you know what

time?

MR. BERNSTEIN: It was 4 o'clock, eastern time your

Honor.

THE COURT: That's early evening.

MR. BERNSTEIN: I can't understand why they simply

can't produce, you know, the license agreement for one or

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both of these shows. That seems very easy. Go Xerox it and

send it to us.

MR. KASOWITZ: We have produced that.

MR. BERNSTEIN: Only one of them.

MR. KASOWITZ: We haven't received a single

document from the Plaintiffs, not one, not a single one.

THE COURT: What did you make a demand for?

MR. KASOWITZ: We have made document requests. We

have even had representations from the Plaintiffs that they

will, that there are certain requests that they will respond

to.

e haven't gotten anything -- nothing, nothing, your

Honor.

THE COURT: Let me hear the other side.

MR. BERNSTEIN: We have produced 4,009 pages of

documents in five straight document Productions, June 20th,

June 11th, June 22nd, and another on June 11th. So, 4,009

pages produced by the Plaintiffs, 1500 pages roughly

produced from the Defendants, both on the eve of when we

appear in front of your Honor.

With due respect, this is a side issue. We have

produced documents. We also indicated that we will make a

substantial production

THE COURT: Mr. Kasowitz just got through telling

me he got nothing.

Did you get the 4,000 pages; yes or no?

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MR. BERLINSKI:

he documents, they have made a

document, production of documents and there is not a single

document -- what Mr. Kasowitz is referring to -- from Frank

Darabont himself, the main Plaintiff in this case.

If, your Honor, I may for a brief moment, for a

brief moment on, I think on the central issue why we are

here for this hearing in terms of the relevance, I think

what the Plaintiffs have attempted to do is, they have

conflated two very separate and distinct claims in this

case.

There is the claim that relates to the setting of

the license fee, setting of the license fee between the

related AMC entities. That involves Mad Men and Breaking

Bad. That's one claim.

Separate, distinct, independent claims in this

lawsuit are that the claims that were linked to the

negotiations that occurred between AMC and the Plaintiffs in

this case, the CAA and Frank Darabont, the allegations in

this complaint, paragraph 53, are that with respect to the

negotiations that occurred between AMC and Frank Darabont

and CAA, that those negotiations were done in bad faith.

What they are saying is that, they are suggesting

in 53, that it was in further blatant disregard for industry

custom and practice that AMC calculated CAA's definition

THE COURT: Why don't we read paragraph 53? I will

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read it into the record.

In further blatant disregard for the agreement and

industry custom and practice, AMC has, among other things,

refused to factor in tax credit it obtains for filming the

series in Georgia, in calculating Plaintiffs'

profits/deficits.

MC films the Walking Dead, films the

Walking Dead in the state of Georgia, in part, because

Georgia offers up to 30 percent credits against the costs of

producing the series there.

MC takes the financial

benefit of this credit, but Plaintiffs' reported production

costs don't reflect the true costs to AMC and its

affiliates.

As of September 2012, Plaintiffs' participation

statement showed over $100 million of production costs.

Because AMC is receiving 30 percent of these expenditures

back as a tax credit, AMC has already improperly deflated

its gross receipts for calculating profits by more than

$30 million. his number has undoubtedly increased

significantly since September 2012, and will continue to

grow every year the series is produced.

MR. BERLINSKI: hat they are saying, there is,

that the way that AMC interprets these agreements and

reports to the Plaintiffs in this case, is inconsistent with

industry custom and practice.

Similarly, what they say in paragraph 60, they say

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this has nothing to do with third-party Mad Men, Breaking

Bad, nothing at all.

hey say that AMC has breached the

implied covenant of good faith and fair dealing by refusing

to provide Plaintiffs with a profits definition in a timely

fashion, refusing to negotiate that definition in good

faith, and refusing to negotiate for imputed fees.

Now, the negotiation with the good faith

definition, what they are saying is that AMC, after it

provided them the Plaintiffs' agreement, not Mad Men, not

Lionsgate, AMC provided their clients with an agreement and

it had a duty to negotiate that agreement in good faith.

Here is what the agreement says. It says, the

good faith negotiation must be within customary, basic cable

television industry parameters.

So I, so what they are saying is, the manner in

which AMC negotiated their clients' agreement was

inconsistent with how those agreements get negotiated in the

industry.

All we have asked for, CAA is the largest agency in

the entire entertainment industry. They define what

industry custom and practice is. All we have said, if you

are going to put into dispute, in this case file a lawsuit,

allege tens of millions of dollars of damages and claim that

the manner in which we negotiated our agreement with you was

different from how that is typically done in the industry,

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well, you do that every day, you negotiate these

agreements -- show us those agreements.

THE COURT: Wait a second. What is wrong with that

analysis, and where the problem becomes, all right, is that

your analysis or their allegations rather, is not between

what happens between individual stars and the Plaintiff

shows they come up with. hat's not the industry standards

we are talking about.

As you read in paragraph 60, it has to do with the

good faith and fair dealing implied in the agreements

alleged herein by engaging in bad faith conduct, intended to

frustrate Plaintiffs' rights to receive the benefits of

these agreements.

That is the, that is the relationship, not between

the stars, but rather AMC and how they make their profit

with selling the industry Walking Dead.

MR. BERLINSKI: It's not between stars. What is

happening here --

THE COURT: No, it's not between stars.

MR. BERLINSKI: They are saying, once the parties

to, parties to this lawsuit were negotiating their

agreement, they had a duty to do that negotiation in good

faith. That's between the studio --

THE COURT: First place, you can't take one

paragraph and not link it to the paragraph 53, which talks

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about the --

MR. BERLINSKI:

hey are two separate claims.

THE COURT: No, sir, this paragraph 60 has to do

not with how much, has to do with how you determine profit.

Plaintiffs are informed and believed and base

their analogy that AMC engaged in bad faith conduct such as,

among other things, refusing to provide Plaintiffs with a

profit definition in a timely manner.

Now, the profit definition comes when AMC sells

Walking Dead to whatever --

MR. BERLINSKI: That's not true.

THE COURT: AMC case, that profit margin comes in

the production and the amounts of money that they made in

terms of getting a $30 million kickback or rebate, is a

better word --

MR. BERLINSKI: With due respect, that's not what

we are talking about.

What is being offered as, I will tell you this, if

this case proceeds, you will hear this very argument from

this side of the table later, I promise you down the road.

What they are asserting here is that the agreement

that our client AMC provided to their clients, CAA and Frank

Darabont, after it provided them with that first draft, the

manner in which those two parties negotiated that agreement

was different from and fell short of the standards in the

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industry.

What we know to be true is that the manner in which

we negotiated that agreement with these Plaintiffs, far

exceeded industry custom and practice, and all we want to

show, we know that if we get our hands on these documents

that show how CAA handles its business with respect to

itself and other clients, it will be inconsistent with these

claims.

THE COURT: Let me put it this way. How CAA -- let

me do it another way.

When a person signs up with an agency, all right,

forget this kind of a thing, let's do an old fashioned book.

Let's say, that an author signs up with an agency and that

agent then gets the author a book deal and distribution with

this kind of a promotion and a movie deal with that kind of

a promotion and another thing, that the author gets, and the

next author comes in and that author gets twice as good as

the first author.

It's not what the agent did for the individual.

It is rather, that if the agent put it, put themselves in a

position that they really were undermining everything that

could have been done, they weren't using their best faith

for that original first author, then you have an argument.

But, it's got nothing to do with the second author and the

fourth author and the 15th author.

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MR. BERLINSKI: Your Honor, I hear exactly what you

are saying. Let me tell you why this is a different

situation in this case.

Unlike the typical arrangement that you are talking

about, the parties agreed that their contract, it was not

simply a signed document that they submitted and said we are

done.

Here is what they said. They said, part of the

contract was that AMC, my client, had to give a profit

definition. It's a standard, typical definition. Handed it

over to their client, and what the agreement says here, it's

in 3(b), it says that, following the handing over of that

initial definition, that definition needed to be negotiated

within customary, basic cable television industry

parameters.

What these Plaintiffs are saying in this case, is

that how that definition was negotiated, after we handed

them that agreement, was inconsistent with how it is

typically done in the industry. It is not about

distribution.

They are saying that the completed agreement

between the parties was a negotiation that occurred in bad

faith, and they, as the head, as the leaders of the

industry, know exactly how those negotiations occur.

THE COURT: Okay, one second. Mr. Bernstein, is

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that true?

MR. BERNSTEIN: That's just not -- you had it right

the first time.

First of all, let's talk about paragraph 53.

Paragraph 53 is, as your Honor pointed out, about tax

credits, and in out letter at page 6, in the first full

paragraph, we inform the Court that that issue, that part of

the complaint is off the table where we wrote as follows:

Quote, well after the initiation of this lawsuit,

Defendants submitted new participation statements to

Darabont and CAA that appear to correct AMC's egregious

practice of excluding tax credits.

So, the only place in the complaint, as your Honor

points out, where the words custom and practice were used,

were exclusively about tax credits, and thankfully, the

Defendants have, since the filing of the lawsuit, corrected

that issue. It's off the table.

The only question is about whether this contract

was characterized by good faith and fair dealing. That's

standard language in every single contract. That's what we

plead.

Just because we plead that they didn't act in the

spirit of good faith and fair dealing, doesn't give them the

right, as your Honor points out, to go look at every single

other deal that had nothing to do with this. articularly,

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as your Honor pointed out, where CAA's relationship is

between the agent and/or the talent, so to speak, and the

studio, not with the network.

That imputed license fee or actual license fee

where it's not vertically integrated, that license fee is

negotiated between the studio and the network, which is not

something, in any event, that CAA is involved with.

So, this is a complete red herring and shouldn't

give the Defendants a right, as your Honor has, we believe

correctly found, to go rummaging around through thousands

and thousands of confidential CAA files or even hundreds or

even 50 or even one, for something that is totally

irrelevant.

MR. BERNSTEIN: Counsel does not deny that the good

faith his clients allege, his clients breached, concerning a

negotiation between the studio and his clients.

Your Honor, the language is clear. It says, he

says it is within customary, basic cable television

parameters. They don't deny that.

It's 3(b).

THE COURT: I got it. I have it here. I will read

it. I will read it into the record.

This is the contract.

MR. BERLINSKI: It's Exhibit D to the amended --

THE COURT: 1(b)iii. Romanette iii says, the

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portion of the guarantee not applicable against the

company --

MR. BERLINSKI: It's a different paragraph. It's

3(b). If you take a look at page 5 of that definition --

THE COURT: Complaint, paragraph 46?

MR. BERLINSKI: No, it's 3(b) of page 5. The

agreement is, Exhibit B to the agreement.

THE COURT: Let me see it.

MR. BERLINSKI: Sure.

(Handed).

THE COURT: Three is contingent participation. You

have to read it from the beginning because, you know, it's

always nice to know what we are talking about.

Provided that artist renders executive producer,

show runs services on all episodes produced for season

two -- let's just put that into context.

Does that mean we are talking about Frank Darabont?

MR. BERLINSKI: Plaintiffs' position this applies

to both of the Plaintiffs in this case.

MR. KASOWITZ: Both Darabont and CAA.

MR. BERLINSKI: Their position --

THE COURT: Is that your position?

MR. BERNSTEIN: It's Darabont's contract, but CAA

has a participation in whatever Darabont gets.

THE COURT: Yes, he gets -- CAA gets a percentage

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of Darabont's profits.

MR. BERNSTEIN: Yes.

MR. BERLINSKI: Separate and independent leap, CAA

has its own interests. That's what they pleaded. They are

saying this paragraph relates to this interest as well.

THE COURT: Is that true?

MR. KINSELLA: That is not accurate. The contract

that you are reading is Mr. Darabont's contract. Creative

Artists has what is referred to as a package deal .

That relationship between CAA and AMC is governed

by a document that is not even in front of your Honor. So,

for purposes of context, you are correct, that is Frank

Darabont and Frank Darabont only, that provision you are

reading there.

THE COURT: That makes entire sense, okay, because,

because going back to the book relationship, when you go to

an agent, you enter into a contract with an agent to do the

best work you can to get you the movie deal and everything

else, but the agent takes its money on the amount of money

that the author, the writer, is going to, author, the writer

is going to make in the deal.

Take a Broadway production. The artist could make

one 12th of the weekly profits.

ll right, and then, then

the agent gets ten percent of that or 20 percent or

30 percent, whatever they negotiate. Back in the old days,

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it used to be ten. Nowadays, it's closer to 30.

MR. BERLINSKI: This is little unique. This is how

it's unique.

CAA gets a percentage of what Frank Darabont earns,

exactly as you said.

xactly what happens in the

television industry, as Mr. Kinsella referred to, they are

called packages .

What happens is, the agency often goes to a studio

and says, I am not just going to offer you my client, I will

offer you a producer, a director, a concept. I will pitch a

package to you that's ready to make, ready to be produced.

Oftentimes, and this is what they allege in the

complaint, oftentimes the agency

take that piece of my client's earnings, but I also want a

piece exclusively for myself and in this case, the

Plaintiffs are saying they have their own separate piece, in

addition to getting a percentage of Darabont, that is worth

seven and a half percent of the profits. That is what they

have pleaded in the complaint.

So again, if they want to take the position that

none of these documents relate to CAA, that can only help us

in the case. I don't think that's what they pled though.

MR. KINSELLA: Your Honor, may I briefly and

hopefully, clarify something?

Mr. Berlinski has spent an enormous amount of time

says, I

am still going to

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here in the last 15 minutes telling you what he says we are

saying in the complaint, and since I drafted the complaint,

I can tell you what we are saying on behalf of CAA.

This dispute is only about CAA. It's very simple.

As your Honor correctly noted, what has happened here is

that AMC, on the right hand, deals with AMC on the left

hand, and they set a license fee for their show that is so

artificially low, that any profit definition they give to

Mr. Darabont and or CAA, will never, ever see profits.

They have created a fiction that the show is always in

deficit.

Now, Mr. Darabont has his own claims against AMC,

as your Honor noted. That, he was discharged without cause,

and yes, there is a claim in there about the breach of

implied covenant of good faith and fair dealing, but to make

it very clear, so Mr. Berlinski no longer states what CAA's

position is, CAA's position is very clear.

That, they have breached a provision in the

contract which requires that when AMC decides to produce a

show and air a show, according to the contract language,

they must do so as if they were dealing with an independent

third-party affiliate, unaffiliated company, for a

comparable program. It's no more complicated than that.

It's that simple.

When AMC sits down and the right hand negotiated,

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has negotiation with the left hand, what they must do,

pursuant to the very specific provision in that Darabont

contract unrelated to that, is that they have to do it as if

they were dealing with an unaffiliated company, and they

have to do it as if it was a comparable show on an

unaffiliated network.

If I may just finish?

So, rather than Mr. Berlinski telling you what our

complaint says, your Honor has absolutely correctly analyzed

it.

We are not seeking damages based upon some

custom-wide practice in the industry. It is strictly

limited to some very, very simple language in the contract.

The simple language appears in the complaint, your Honor --

I believe paragraph 30.

It says as follows: Quote, AMC agrees that AMC

transactions with affiliated companies will be on monetary

terms comparable to the terms on which the affiliated

company enters into similar transactions with unrelated

third-party distributors for comparable programs.

It's a license fee case. Mr. Berlinski can tell

you what my complaint says. He can tell you that it's about

custom and practice, but your Honor correctly analyzed it.

It is not -- nor are we claiming -- that they shorted AMC or

Mr. Darabont, based upon some wild custom and practice

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within the industry. We are just saying you violated the

contract. That's all.

So, while I appreciate him interpreting the

complaint, I would respectfully submit that he is doing it

wrong, and your Honor, from the very beginning, analyzed it

correctly.

It is a very clear case, unrelated to some custom-

wide practice in the industry, and as Mr. Bernstein said,

the only time he even used that phrase was in connection

with the tax credit issue, which they have, since we filed

the complaint, corrected. So, let's not, let's not start

confusing what our complaint is about.

MR. KASOWITZ: Your Honor --

THE COURT: Mr. Kasowitz.

MR. KASOWITZ: Your Honor, we are not confusing the

complaint, your Honor. Section 3(b) of the contract that

Darabont and CAA says has been breached, is very, very

clear.

The definition of MAGR shall be set forth as in

AMC. The MAGR definition, with such changes as have been

agreed in the agreement, and subject to further changes as

may be agreed following good faith negotiation, negotiation

within customary basic cable television industry parameters

consistent with AMC's business practices and

artist's stature within basic cable television industry, as

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of the date of the season to be amendments. Then, when you

look at their allegations --

THE COURT: Who is -- Mr. Kasowitz, you proved my

point. You just proved what I was saying. That, indeed,

AMC has to act in such a manner, all right, that, with good

faith and negotiation with customary basic cable industry

parameters, that means that in the case that we are dealing

with, because what the confusion was, or what happened was,

that AMC was both the producer of it and also the

distributor, and what it says here is that the, in a sense,

you had to wear two hats and you didn't wear two hats.

MR. KASOWITZ: The way they determine what basic,

what basic cable industry parameter is, is by looking at

others, by looking at other situations, your Honor, and they

are, they are the ones that are the source for what those

basic cable television industry parameters are. That's the

point here, your Honor.

It's not limited just to --

THE COURT: It has nothing to do with CAA. That's

where you are getting confused.

MR. BERLINSKI: They are two distinct issues.

THE COURT: Certainly nothing to do with CAA's

handling of other members and staff and other events.

MR. KASOWITZ: We are not talking about other

events, not talking about ether actors. Talking about other

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originators, talking about other show runners that AMC

represents.

THE COURT: You are confusing apples and oranges.

MR. BERLINSKI: One slight additional -- the whole

argument that you heard Mr. Kinsella say about their breach

claim, it is entirely encapsulated in paragraph A of the

complaint. You will note that there is A, B, C, D, E, F and

G. That's just the breach of contract claim in this case.

So, what Mr. Kinsella is doing, he is claiming for

purposes solely of this discovery motion, that this case is

only about paragraph 56(a).

In fact, if you look at 56(g), it states, that

another separate independent claim of breach by CAA is that

AMC failed to account to Darabont, pursuant to a profits

definition negotiated in good faith.

The profits definition being referred to is not

between the distributor and the studio. The profits

definition as defined in this very agreement is the

definition negotiated between Plaintiffs and Defendants.

They are saying --

THE COURT: Right.

MR. BERLINSKI: They are saying our negotiations,

not Mad Men, Breaking Bad, that the way we negotiated our

agreement is inconsistent with the customs of the industry.

THE COURT: Finding out how CAA negotiated for

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other people has nothing to do with it.

MR. KASOWITZ: That's the standard in the industry,

your Honor.

THE COURT: No, sir. No, sir. You can't get

around it.

By the way, what we are going to do, I just feel

that you can't expand this searching expedition, which is

always what discovery is all about, to include what CAA does

with other events, other negotiations, other -- because it

has nothing to do with the, I think, the standard in the

industry. It was in the tax area.

THE COURT: There is one other thing I want to say.

MR. KASOWITZ: We respectfully disagree. We would

like an Order, if we could, we think that does comprise with

industry standards and practice.

THE COURT: We are just, I only give orders on

motions. We are only dealing with letters.

MR. KASOWITZ: Can we make a formal motion, your

Honor, respectfully?

THE COURT: Let me just say this. I will preclude

the Plaintiffs from asserting a breach of industry practice

and custom as to good faith negotiations. In other words,

you can't come back to me and try to do it for yourself.

You can't do it.

MR. KINSELLA: Very good.

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THE COURT: I preclude them. You are precluded

too.

MR. KASOWITZ: And duty to negotiate in good

faith -- that's part of it.

THE COURT: That's different.

MR. KASOWITZ: The good faith negotiation goes

directly to this question of market value.

THE COURT: The custom and good faith negotiations

between the talents and the studio, they can't use that.

In the meantime, I did give that. Indeed, Mad Men

and Breaking Bad documents, you get those documents and you

will have those as a comparison.

MR. BERLINSKI: There haven't --

THE COURT: That has to do with different

production agencies, but the same kinds of show and the same

kind of distribution.

MR. KASOWITZ: There aren't any of those. Our only

point, there are other comparable shows that they have

evidence about.

THE COURT: You certainly didn't bring it to my

attention.

MR. KASOWITZ: Pardon?

THE COURT: You didn't bring that to my attention.

MR. KASOWITZ: That's the --

MR. BERNSTEIN: Can we have some dates when the

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Defendants comply with the Order?

MR. KASOWITZ: Before we turn, if we could just

finish this issue, your Honor. May we make a motion on

this, your Honor?

THE COURT: Well, I can't -- listen, I don't have

bars in front of my courthouse, except I think you know

where I will be going and you know, so just, I think, I

don't think that you have developed in all of the many, many

pages in your letter writing event, all right, anything that

I am going to change my mind on,

So, if you now translate all those, translate all

those letters in a motion, it will take whatever amount of

time -- whatever you want to do.

MR. KASOWITZ: Thank you, your Honor.

THE COURT: So now, in terms of discovery, I want,

I want the production of materials that indeed, were ordered

to be done on a rolling basis by your side, AMC, in 30 days.

MR. BERLINSKI: Can we make a substantial

production in 30 days -- my understanding is that we will,

it will be impossible. hat we have been ordered to

produce are a significant amount of documents that relate to

for one, third-party agreements where we need to get the

third party's permission before we are allowed to produce

it, or at least give notice.

There are other documents within AMC databases that

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are very difficult to pull out. We can make a substantial,

significant production in 30 days. I just, I am not sure

that is possible to complete that production in that amount

of time.

MR. BERNSTEIN: They will have had 90 days, 90 days

from your Honor's, your Order on June 5th, to make this

document production. It's not like they are learning about

it for the first time.

THE COURT: When I say substantial , I don't

want

will give you 60 days for the completion of

everything. Substantial means most of the documents.

MR. BERLINSKI: Understood.

THE COURT: Let's give you an example. If the

documents add up to 30,000 pieces of paper, truly a million

pieces of paper, if you had 10,000 left out of that million

that you do give out, I will allow you that extra time, but

I want the million done.

MR. BERLINSKI: Understood.

THE COURT: I want it done.

MR. BERNSTEIN: So we are clear, the 30 days for

the substantial, i.e., most of the documents, and 60 days

for the balance, meaning everything?

THE COURT: Right. Yes.

Now, will you look at, whatever I gave you, make

sure -- I don't have my calendar there -- so, we are talking

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September 12th, which is a good date, and then October 12th,

which is a bad day because that's a Sunday, 13th happens to

be Columbus Day, so you got all the way to October 14th for

final completion of discovery, of document discovery.

Got it?

MR. MARKS: If I may, Mr. Berlinski and I were here

after the June 5th hearing for our preliminary conference

and both sides agreed that because of the nature of the

documents in this case, that this case should be on complex

tracking and the Court --

THE COURT: I am not saying it's not on complex.

It is complex.

MR. MARKS: But, we agreed to a December 31st

deadline for document production. This is squeezing us

quite a bit over the next 30 days, so we would ask that

we --

THE COURT: I still want -- I ordered, okay, I

don't want you -- what you came up with in a compliance

conference with a P.C. Order, I ordered something and it

wasn't done and that does annoy me.

MR. MARKS: We understand.

THE COURT: As a result, I really want it done and

that changes the parameters. If you had to said to me we

researched and we have this problem, that problem, I got

50,000 pages for them, not on the eve of coming to see me,

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at 4 o'clock in the afternoon the day before you come and

see me, that doesn't work. That doesn't work, because you

are basically ignoring my Order. I don't like that. I

really just don't like it. I think I am being dis'd and

don't like being dis'd.

MR. KASOWITZ: Certainly no intention to ignore

your Honor's Order, not at all, your Honor, and no intention

whatsoever.

nd, we will work hard to try to complete the

production of these documents, subject to this, subject to

your Order.

So, there was no intention whatsoever, your Honor.

THE COURT: Good. I am glad to hear that. I am

sure it wasn't. I feel better.

MR. KASOWITZ: Thank you, your Honor. I do too

now, your Honor.

THE COURT: Have a good day. Good argument, by the

way. I want to say you did a very nice job.

MR. BERLINSKI: Not good enough.

THE COURT: The point is, you are really articulate

and you were very good.

MR. BERLINSKI: Thank you, your Honor.

xxx

NK


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PROCEEDINGS

DARABONT V. AMC NETWORK ET AL

THE FOREGOING IS CERTIFIED TO BE A

TRUE AND ACCURATE TRANSCRIPTION OF

THE ORIGINAL STENOGRAPHIC NOTES.

NINA J. KOSS, C.S. C.M.

OFFICIAL COURT REPbRTER

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[1) - 11:15

175.00 [2) -

34:21,

35:21

$30 [2] - 11:19, 14:15

350.0012]

- 34:20,

35:20

1

1 2) - 1:8, 2:13

1(b)iii [11- 18:26

1,385 1] -

8:9

10 [21- 1:8, 2:13

10,000 [1) -

30:16

10007

2) -

34:4, 35:4

10019

[1) - 1:23

10174 [1) -

1:16

11th

)2) - 9:17

12 [3) - 1:11 , 34:17,

35:17

12th

13] -

20:24, 31:2

1385 1)- 8:16

13th

[1] - 31:3

14th [1) - 31:4

15 [1] -

22 :2

1500 [11 - 9:18

15thr 15:26

163311] - 35:9

16th 2] -

4:19, 4:21

17

[2]

34:6, 35:6

1833 [1) - 1:22

1st

3] -

3:4, 4:18, 4:20

2

20 )1) -

20:25

201212) -

11:14, 11:20

2014 )5) -

1:11, 34:6,

34:17, 35:6, 35:17

208 [1) -

7:26

20th [1] - 9:16

212

2] -

34:11, 35:11

22011) -

8:19

22nd ri) - 9 :17

3

3

[1) - 1:2

3(b [3] -

16:13, 19:7,

24:17

3(b) 2] -

18:21, 19:5

30 [1o] -

11:9, 11:16,

20:26, 21:2, 23:16,

29:18, 29:2 0, 30:3,

30:21, 31:16

30,000 [11-

30:15

31st[i] - 31:14

32 [2] - 34:19, 35:19

33-1173716[2]

-

34:5,

35:5

386-3090

[2) - 34:7,

35:7

4

4 [2) - 8:22, 32:2

4,000 [1] - 9:26

4,009 [2] -

9:15, 9:17

405 (21-

1:15, 34:9

420

[2) - 34:4, 35:4

46 [1) -

19:6

4th

3] - 8:9, 8 :12, 8 :17

5

5 )2] -

19:5, 19:7

50 [1] - 18:13

50,000

[11- 31:26

506-1700 [11- 35:11

53171-

6:18, 10:20,

10:24, 10:26, 13:26,

17:5, 17:6

56(a) [11-

26:12

56(912]

- 6:18, 26:13

5th

3) -

8:14, 30:7,

31:8

6

6 [1] -

17 :7

6019) - 1:10, 6:19,

11:26, 13:10, 1 4:4,

30:11, 30:22, 34:4,

35:4

646 [2] - 34:7, 35:7

654328/13 3] - 1:10,

34:16, 35:16

8

808

[1) - 1:19

885-5511 [11- 34:11

9

90121-

30:6

90401 [1] -

1:19

A

Aaron (1) - 2:18

AARON

[1) - 1:24

able [1) -

6:26

absolutely [1] - 23:10

according (2] - 7:23,

22:21

account [2) - 7:12,

26:15

accurate [1] - 20:8

ACCURATE [1] -

33:16

act 2] -

17:23, 25:6

ACTION [2] -

34:14,

35:14

actors

2] -

5:19,

25:26

actual

2) -

6:22, 18:5

add [1) -

30:15

addition

2] - 3:25,

21:18

additional [1) -

26:5

advanced [1) - 3:4

affiliate ri I - 22:23

affiliated 2) -

23:18,

23:19

affiliates )1] -

11:13

afternoon [1]- 32:2

agencies [1) - 28:16

agency [5] -

12:20,

15:12, 15:14, 21:9,

21:14

Agency [1] -

2:4

AGENCY (11-

1:4

agent

e1- 15:15,

15:20, 15:21 , 18:3,

20:18, 20:20, 20:25

agreed [6) -

5:4, 16:6,

24:22, 2 4:23, 31:9,

31:14

agreement pa) - 8:26,

11:3, 12:10, 12:11,

12:12, 12:13, 12:17,

12:25, 13:23, 14:22,

14:25, 15:4, 16:12,

16:19, 16:22, 19:8.

24:22, 26:19, 26:25

agreements (s)- 3:7,

5:3, 11:23, 12:18,

13:3, 13:11, 13:14,

29:23

agrees r -

23:17

air [11- 22:2 1

AL 31- 33:2, 34:14,

35:14

ALDISERT [1] -

t18

Aldisert [1) - 2:9

allegation

3] - 6:5,

7:5, 7 :6

allegations 16] - 6:18,

7:10, 7:14, 10:19,

13:6, 25:3

allege 3] - 12:24,

18:16, 21:13

alleged [2] - 6:20,

13:12

allow [3] - 6:14, 7:8,

30:17

allowed [1) -

29:24

AMC

[58] -

1:7, 1:8,

2:10, 2:11, 3:25, 4:4,

4:11, 4:20, 5:24,

6:23, 6:26, 7:3, 7:6,

7:10, 7:13, 10:14,

10:18, 10:21, 10:25,

11:4, 11:7, 11:10,

11:12, 11:16, 11:17,

11:23, 12:3, 12:9,

12:11, 12:17, 13:16,

14:7, 14:10, 14:13,

14:23, 16:10, 20:11,

22:7, 22:13, 22:20,

22:26, 23:17, 23:25,

24:21, 25:6, 25:10,

26:2, 26:15, 29:18,

29:26, 33:2, 34:14,

35:14

AMC's

[41-

6:20, 6:21,

17:12, 24:25

amended 11] -

18:25

amendments [1)-

25:2

AMOUNT )2) - 34:21,

35:21

amount [s] - 5:2,

20:20, 21:26, 2 9:13,

29:22, 30:4

amounts (2]

- 6:6,

14:14

analogy [11-

14:7

analysis

[2) - 13:5,

13:6

analyzed13] - 23:10,

23:24, 24:6

AND [1] -

33:16

annoy [1) -

31:21

appear [2) -

9:20

17:12

APPEARANCES [11-

1:13

apples (1) - 26:4

applicable [1) - 19:2

applies [1] -

19:19

appreciate [11- 24:4

approach ed [1) - 3:11

area [1] -

27 :12

argument

9] - 3:3,

4:25, 5:16, 7:18,

7:19, 14:20, 15:24,

26:6, 32:17

arrangement [1]

-

16:5

articulate [1) - 32:20

artificially [1) -

22:9

artist (2] -

19:15,

20:23

artist s 24:26

artists [1] - 7 :2

ARTISTS 01- 1:4

Artists 2) - 2:4, 20:10

aspect [1] -

6:9

asserting 2] - 14:22,

27 :22

1

attempted [1) - 10:9

attention [2] - 28:22,

28:24

attorneys [2] - 1:18,

1:22

Attorneys [1] - 1:15

August [5) -1:11,

34:6, 34:17, 35:6,

35:17

author [12] -

15:14,

15:15, 15:17, 15:18,

15:19, 15:24, 15:25,

15:26, 20:21

Avenue (2] - 1:15,

34:9

aware 1) - 3:2

B

bad 5) - 10:22, 13:12,

14:7, 16:23, 31:3

Bad [6] - 3:23, 4:2,

6:8,6:13,10:15,

12:3, 26:24, 28:12

balance 1] - 30:23

balances [1] - 4:10

bars ri) - 29:7

base [1] - 14:6

based 2] -

23:12,

23:26

basic

[91- 12:14,

16:15, 18:19, 24:24,

24:26, 25:7, 25:13,

25:14, 25:17

basing ill - 5 :12

basis 0) - 29:18

BE [1] -

33:15

becomes [1] -

13:5

BEFORE

[3) -

1:12,

34:13, 35:13

began

]

-

2:26

beginning (2] - 19:13,

24:6

behalf [1] - 22:4

belief [1) - 6:21

benefit [1]- 11:11

benefits [1] - 13:13

BENSON (2] -

1:21,

35:9

Benson [1) -

2:14

BERLINSKI

2 6 ]

-

1:24, 10:2, 11:22,

13:18, 13:21, 1 4:3,

14:12, 14:17, 16:2,

18:25, 19:4, 19:7 ,

19:10, 19:19, 19:22,

20:4, 21:3, 25:22,

26:5, 26:23, 28:14,

29:19, 30:13, 30:19,

32:19, 32:22

MYRON CALDERON - OFFICIAL COURT REPORTER


35/40

Berlinski - 2:18,

21:26, 22:17, 23:9,

23:22, 31:7

BERNSTEIN pal -

1:16, 2:7, 8:8, 8:12,

8:22, 8:25, 9:5, 9:15,

17:3, 18:15, 19:24,

20:3. 28:2 6, 30:6,

30:21. 34:10

Bernstein

3] -

2:5,

16:26, 24:9

best [2] - 15:23, 20:19

better 2] -

14:16,

32:14

between pi - 3:22,

3:24, 5:19, 5:20,

5:26, 10:13, 10:18,

10:21, 13:6, 13:7,

13:15, 13:18, 13:20,

13:24, 16:23, 1 8:3,

18:7, 18:17, 20:11,

26:18, 26:20, 28:10

bit

4:10, 31:16

BLANK [2] - 1:14, 34:9

Blank [1]- 2:4

blatant

2] -

10:24,

11:3

book

13] -

15:13,

15:15, 20:17

bother pi - 7:15

Boulevard oi -1:19

BRANSTEN 3] - 1:12,

34:13, 35:13

breach [5] - 22:15,

26:6, 26:9, 26:14,

27:22

breached

[4] -

12:3,

18:16, 22:19, 24:18

Breaking

81 -

3:23,

4:2, 6:8, 6:13, 10:14,

12:2, 26:24, 28:12

brief pi -10:6, 10:7

briefly pi- 21:24

bring - 28:21,

28:24

Broadway 3] - 1:22,

20:23, 35:9

burden [7) - 3:5, 3:6,

3:16, 3:17, 4:22,

4:24, 5:7

business pi -15:7,

24:25

BY Is) - 1:16, 1:20,

1:23, 34:10, 35:10

C

C.M - 1:25, 33:21

C.S.R [4] -1:25,

33:21, 34:3, 35:3

CAA

[281 -

5:3, 6:7,

6:12, 6:14, 10:19,

10:22, 12:20, 14:23,

15:7, 15:10, 17:12,

18:8, 18:12, 19:21,

19:24, 19:26, 20:4,

20:11, 21:5, 21:22,

22:4, 22:5, 22:10,

24:18, 25:20, 26:14,

26:26, 27:9

CAA's [6] - 4:19,

10:25, 18:2, 22:17,

22:18, 25:23

cable pi - 6:15, 12:14,

16:15, 18:19, 24:24,

24:26, 25:7, 25:14,

25:17

calculate [1] - 7:10

calculated [1) - 10:2 5

calculating 2] -11:6,

11:18

calendar pi - 30:26

California pi - 1:19

case [21] -

5:6, 5:24,

10:5, 10:11, 10:19,

11:24, 12:23, 14:13,

14:20, 16:4, 16:17,

19:20, 21:16, 21:23,

23:22, 24:8, 25:8,

26:9, 26:11, 31:10

central pi -10:7

Centre pi -1:10

CENTRE (2] - 34:4,

35:4

certain pi - 9:11

certainly

3] -

25:23,

28:21, 32:7

CERTIFIED

[1] - 33:15

cetera pi - 5:4

change

3] -

2:25, 3:3,

29:11

changes p] - 24:21,

24:22, 31:24

characterized pi -

17:20

cited pi - 6:18

claim pi - 3:5, 10:12,

10:15, 12:24, 22:15,

26:7, 26:9, 26:14

claiming121- 2 3:25,

26:10

claims 6] - 10:10,

10:16, 10:17, 14:3,

15:9, 22:13

clarify 0] - 21:2 5

clear

7] -

8:8, 18:18,

22:17, 22:18, 24:8,

24:19, 30:21

client [4] - 14:23,

16:10, 16:12, 21:10

client's pi - 21:1 5

clients pi - 6:12, 6:14,

12:11 , 14:23, 15:8,

18:16, 18:17

clients' pi - 12:1 7

closer pi - 21:2

Columbus pi - 31:4

coming [2] - 4:15,

31:26

companies 2] - 4:4,

23:18

company [4] - 19:3,

22:23, 23:5, 23:20

comparable pi -

22:24, 23:6, 23:19,

23:21, 28:19

comparison (1] -

28:13

complaint

24] -

5:6,

5:10, 6:4, 6:18, 7:5,

7:7, 7:14, 10:20,

17:9, 17 :14, 19:6,

21:14, 21:20, 22:3,

23:10, 23:15, 23:23,

24:5, 24:12, 2 4:13,

24:17, 26:8

complete 3] - 18:9,

30:4, 32:9

completed pi - 16:22

completion 2 )

30:11, 31:5

complex

3] - 31:10,

31:12, 31:13

compliancepj -

31:19

complicated

2] -

7: 20, 22:24

comply (1] - 29:2

comprise p) - 27:15

conceded pi - 4:24

concept pi- 21:11

concerning pi -18:16

concerns pi - 4:7

conduct [2] - 13:12,

14:7

conference [2] - 31:8,

31:20

confidential pi -

18:12

conflated pi - 1 0:10

confused pi - 25:21

confusing pi - 24:13,

24:16, 26:4

confusion pi - 25:9

congratulations -

8:2

connection pi - 24:10

consider [11- 6:15

consistent [1] - 24:25

context

2] -

19:17,

20:13

contingency 1] -

6:20

contingent - 19:12

continue (1] - 11:2 0

contract [la] - 7:7,

7:11, 16:6, 16:10,

17:19, 17:21, 18:24,

19:24, 20:8, 20:9,

20:18, 22:20, 22:21,

23:4, 23:14, 24:3,

24:17, 26:9

copies 2] - 34:18,

35:18

copypl- 34:23, 35:23

correct 3] - 7:24,

17:12, 20:13

corrected

2] - 17:17,

24:12

correctly [6] - 7:11,

18:11, 22 :6, 23:10,

23:24, 24:7

correlation [1] - 5:26

costs [4]- 11:9, 11:12,

11:15

counsel pi -18:15

COUNTY p) -1:2

couple pi - 8:5

COUR T [6s] -1:2, 2:2,

2:8, 2:10, 2:18, 3:9,

3:14, 3:17, 5:15,

5:18, 8:2, 8:10, 8:20,

8:24, 9:8, 9:14, 9:24,

10:26, 13:4, 13:20,

13:25, 14:4, 14:13,

15:10, 16:26, 18:22,

18:26, 19:6, 19:9,

19:12, 19:23, 19:26,

20:7, 20:16, 24:15,

25:4, 25:20, 25:23,

26:4, 26:22, 26:26,

27:5, 27:13, 27:17,

27:21, 28:2, 28 :6,

28:9, 28:15, 28:21,

28:24, 29:6, 29:16,

30:10, 30:14, 30:20,

30:24, 31:12, 31:18,

31:23, 32:13, 32:17,

32:20, 33:22 , 34:3,

35:3

Courtm -1:26, 3:2,

6:17, 7:16, 17:8,

31:11, 34:23, 35:23

courthouse [1] - 29:7

covenant

2] -

12:4,

22:16

created pi - 22:11

Creative [1] - 2:3

CREATIVE 01- 1:4

creative pi - 20:9

credits] - 7:12, 11:5,

2

11:11, 11:17, 24:11

credits 01- 11:9,

17:7, 17:13, 17:16

custom

20] -

5:12,

5:18, 5:21, 5:23,

6:12, 6:19, 6:22,

10:25, 11:4, 11:25,

12:22, 15:5, 17:15,

23:13, 23:24, 23:26,

24:8, 27:23, 28:9

custom-wide 2]

-

5:12, 23:13

customary 5] -

12:14,

16:15, 18:19, 24:24,

25:7

customs [1] - 26:25

D

DALE pi -1 :20

Dalep] - 2:9

damages12) - 12 :24,

23:12

Darabont [21]- 2:2,

7:6, 7:13, 10:5,

10:19, 10:21, 14:24,

17:12, 19:18, 19:21,

19:25, 20:14, 21:5,

21:18, 22:10, 22:13,

23:3, 23:26, 24:18,

26:15

DARABONT [4] -

1:3,

33:2, 34:14, 35:14

Darabont s

3]

-

19:24, 20:2, 20:9

DARKWOODS (1] -

1:3

Darkwoods - 2:3

database - 3:12,

3:13

databases [1) - 2 9:26

DATE [z] - 34:17,

35:17

date pi - 25:2, 31:2

dates

(2] -

8:8, 28:26

days poi - 20:26,

29:18, 29:20, 30:3,

30:6, 30:11, 30:21,

30:22, 31:16

Dead [al - 3:22, 3:24,

4:9, 6:7, 11:7, 11:8,

13:17, 14:11

deadline [1] - 31:15

deal pi - 5:11, 15:15,

15:16, 17:26, 20:19,

20:22

deal [1] - 20:10

dealing poi - 3:20,

12:4, 13:11, 17:20,

17:24, 22:16, 22:22,

MYRON CALDERON - OFFICIAL COURT REPORTER


36/40

23:5, 25:8, 27:18

deals [1i- 22:7

December m - 31:14

decides in - 22:20

decision 2] - 2:24,

3:15

D EF EN D AN T S m -

1:9

Defendants [s] - 1:22,

2:10, 9:19, 17:11,

17:17, 18:10, 2 6:20,

29:2

Defendants in - 6:11

deficit - 22:12

define (1] - 12:2 1

defined [11- 26:19

definitioni133- 10:25,

12:5, 12:6, 12:9,

14:9, 14:10, 16:11,

16:14, 16:18, 19:5,

22:9, 24:20, 24:21,

26:16, 26:17, 26:19,

26:20

deflated in - 11:17

Delivery

2] -

34:18,

35:18

demand in - 9:8

deny

z ]

- 18:15, 18:20

denying [1] - 6:11

depositions in - 6:24

determine12] - 14:5,

25:13

developed Di - 29:9

difference [2l - 3:22,

3:24

different :26,

4:5, 5:24, 6:5, 6:6,

12:26, 14:26, 16:3,

19:4, 28:6, 28:15

differently m - 6:8

difficult - 30:2

direction

2] - 7:17,

7:18

directly pi 28:8

director ill - 21:11

dls d 2] -32:5, 32:6

disagree [11- 27:14

discharged [11- 22:14

discovery [s] - 7:19,

26:11, 27:9, 2 9:16,

31:5

dispute [2] - 12:23,

22 :5

disregard12) -

10:24,

11:3

distinct

3] - 10:10,

10:16, 25:22

distribute [1] - 5:20

distributing [1] - 3:26

distribution 5] - 4:4,

5:25, 6:9, 15:15,

16:21, 28:17

distributor 3] - 5:20,

25:11, 26:18

distributors -

23:21

document

121- 7:24,

8:6, 9:7, 9:9, 9:16,

10:3, 10:4, 16:7,

20:12, 30:8, 31:5,

31:15

documents

[

2

21

-

3:7,

4:8, 4:16, 6:12, 7:26,

8:5, 9:16, 9:22, 10:2,

10:3, 15:6, 21:22,

28:12, 29:22, 29:26,

30:12, 30:15, 30:22,

31:10, 32:10

DOES in - 1 :8

dollars In - 12:24

done [10] - 10:22,

12:26, 15:23, 16:8,

16:20, 29:18, 30:18,

30:20, 31:21, 31:23

doubt [1i - 7:16

down 14] - 2:20, 5:17,

14:21, 22:26

draft m - 14:24

drafted [1) - 22 :3

DUE 2] - 34:21, 35:21

due [2] - 9:21, 14:17

duty [4] - 6:20, 12:12 ,

13:23, 28:4

E

early iii - 8:24

earnings [1i - 21:15

earns m - 21:5

eastern [11- 8:22

easy [11- 9:2

egregious [1] -17:12

EILEEN [31- 112,

34:13, 35:13

encapsulated in -

26:7

engaged - 14:7

engaging - 13:12

enormous [11- 21:26

enter - 20:18

enters [1] - 23:20

Entertainment Di -

2 :11

ENTERTAINMENT in

- 1:7

entertainment [1i -

12:21

entire

12] -

12:21,

20:16

entirely 01- 26:7

entitles -10:14

entity En - 3:26

episodes in - 19:16

equation - 3:21

ESC)

nl

- 1:16, 1:20,

1:23, 1:24, 1:24,

34:10, 35:10

ET [al - 33:2, 34:14,

35:14

et m - 5:4

eve 2] - 9:19, 31:26

evening in - 8:24

event [31- 7:22, 18:8,

29:10

events 5] - 3:23, 6:13,

25:24, 25:26, 27:10

evidence in - 28:20

exactly mi - 16:2,

16:25, 21:6

example pi - 30:14

exceeded in - 15:5

except [21- 6:12, 2 9:7

excluding [11- 17:13

exclusively 2] -

17:16, 21:16

executive in -19:15

Exhibit 2] - 18:25,

19:8

expand - 27:8

Expedited [21- 34:18,

35:18

expedition [1] - 27:8

expenditures iii -

11:16

extra m - 30:17

F

fact 14] - 3:12, 6:17,

7:18, 26:13

factor in -11:5

failed

2] -

7:6, 26:15

fair [s] - 12:4, 13:1 1,

17:20, 17:24, 22:16

falth1241- 6:21, 10:22,

12:4, 12:7, 12:8,

12:12, 12 :14, 13:11,

13:12, 13:24, 14:7 ,

15:23, 16:24, 17:20,

17:24, 18:16, 22 :16,

24:23, 25:7, 2 6:16,

27:23, 28:5, 28:7,

28:9

far i2] - 2:24, 15:4

fashion pi - 12:6

fashioned in - 15:13

fee

al

- 7:12, 10:13,

18:5, 18:6, 22:8,

23:22

FEE [21- 34:20, 35:20

fees 2] - 6:20, 12:7

fell]11- 14:26

Ferenc ill - 2:3

FEREN C in - 1 :3

fiction [11- 22:11

f ield [1) - 3:12

fi le [11- 12 :23

fi led [3] - 24:1 1, 34:23,

35:23

f i les [11- 18:12

fi ling [11 - 17 :17

FILM in- 1:7

Film [1] - 2:11

filming In -11:5

films 2] - 11:7

final

31:5

financial m -11:10

finish pi - 23:8, 29:4

fired 01- 7:13

firm m - 2:14

f irst [e] - 4:21, 13:2 5,

14:24, 15:19, 15:24,

17:4. 17:5, 17:7,

30:9

f ive [1] - 9:16

following [21- 16:13,

24:23

follows 2] -

17:9,

23:17

FOREGOING [1[ -

33:15

forget 121- 5 :7, 15:13

formal [1] - 2 7 :19

forth ill - 24:20

four - 5:10

fourth in - 15:26

Frank

9] 2:2, 10:4,

10:19, 10:21, 14:23,

19:18, 20:13, 20:14,

21:5

FRANK - 1:3

Friedman [1] - 2:14

FRIEDMAN m - 1 :21

frontPI -

9:20, 20:12,

29 :7

frustrate [1] -13:13

full [31-5:10, 17:7

G

gentlemen 11) - 8:12

Georgia 3] - 11:6,

11:8, 11:9

glad A- 2:22, 32:13

governed Di - 20:11

gross

11- 11:18

ground i21- 2:25, 3:3

grow in - 11:21

guarantee m - 19:2

H

half - 21:19

hand [4] - 22:7, 22:8,

22:26, 23:2

handed [2) - 16:11,

16:18

handed) in - 19:11

handing pi - 16:13

handle in - 2:20

handles - 15:7

handling

1 ]

- 25:24

hands m - 15:6

hard [1] - 32:9

hats 12] - 25:12

head

1 1 -

16:24

hear [4] - 9:14, 14:20 ,

16:2, 32:13

heard [1 - 26:6

hearing

2]-10:8,

31:8

help m - 21:22

herein m - 13:12

herring in - 18:9

himself [1] - 10:5

HOLDINGS [1] - 1:8

Holdings [11- 2:11

HON [21- 34:13, 35:13

honestly [1) - 5:5

Honor [an - 2 :17,

2:23, 2:24, 5:14,

7:25, 8:13, 8:17,

8:23, 9:13, 9:20,

10:6, 16:2, 17:6,

17:14, 17:25, 18:2,

18:10, 18:18, 20:12,

21:24, 22:6, 22:14,

23:10, 23:15, 23:24,

24:6, 24:14, 2 4:16,

24:17, 25:15, 25:18,

27:4, 27 :20, 29:4,

29:5, 29:15, 32:8,

32:12, 32:15, 32:16,

32 :22

Honor's [2] - 30:7,

32:8

HONORABLE m

1 12

hopefu lly - 21:25

hundreds ii] - 18:12

Le

30:22

ID pi - 34:5, 35:5

ignore [1] - 32:7

ignoring [1) - 32:4

[i] - 18:26

implied

p] - 12:4,

13:11, 22:16

MYRON CALDERON OFFICIAL COURT REPORTER


37/40

impossible

1 1

- 29:21

improperly [1] - 11:17

imputed [3] - 6:20,

12:7, 18:5

INC [4] - 1:3, 1:4, 1:8,

1:8

Inc [21- 2:3

include [1] - 27:9

inconsistent 5] -

11:24, 12:18, 15:8,

16:19, 26:25

Incorporated [2] -

2 :12

increased

+1-

11:19

indeed

7] -

4:15,

5:22, 5 :23, 6:6, 25:5,

28:11, 29:17

independent[4] -

10:16, 20:4, 22:22,

26:14

INDEX 3] - 1:10,

34:16, 35:16

indicated [1] - 9:22

individual [3] - 5:19,

13:7, 15:20

industry 38] - 5:12,

5:18, 5:19, 5:21,

5:23, 6:11, 6:19,

6:22, 7:2, 10:24,

11:4, 11:25, 12:15,

12:19, 12:21, 12:22,

12:26, 13:8, 13:17,

15:2, 15:5, 16:15,

16:20, 16:25, 21:7 ,

23:13, 24:2, 24:9,

24:24, 24:26, 25:7,

25:14, 25:17, 26:25,

27:3, 27:12, 27 :16,

27 :22

inform 2]-

2:26, 17;8

informed [1] - 14:6

init ial [2] - 8:9, 16:1 4

initiation [1] - 17:10

inquiry 4] - 4:26,

6:25, 7:9

instance [2] - 5:4, 6:2

integrated [0] - 1 8:6

intended [11- 13:12

intention 3] - 32:7,

32:8, 32:12

interest [1] - 2 0:6

interests [i] - 20:5

interpreting [1] - 24:4

interprets [1] - 11:23

INVOICE 21- 34:2,

35:2

involved [2] - 7:20,

18:8

involves [1] -10:14

irrelevant

3]-

6:16,

7:4, 18:14

IS [1] - 33:15

ISER [1] - 1:18

Iser [1] - 2:9

issue

91-

3:11, 3:16,

3:18, 9:21, 10:7,

17:8, 17:18, 24:11,

29:4

issues [1] - 25:22

itself [7] - 7:12, 1 5:8

J

Jane[11- 2:13

Jerry [1] - 2:4

JERRY [2] - 1:16,

34:10

job

1]

- 32:18

John 2 ]

- 2 :13, 2 :18

JOHN [11- 1:24

July

3] -

3:4, 4:18,

4:20

June [14 - 4:19, 4:21,

8:9, 8:12, 8:14, 8:17,

9:16, 9:17, 30:7,

31:8

Justice [3] - 1:12,

34:13, 35:13

K

Kasowitz [9] - 2:14,

2:15, 3:14, 4:23,

5:15, 9:24, 10:4,

24:15, 25:4

KASOW ITZ[3o] - 1:21,

1:23, 2:17, 2:23,

3:10, 3:16, 5:14, 8:4,

9:4, 9:6, 9:9, 19:21,

24:14, 24:16, 25:13,

25:25, 27 :3, 27:14,

27:19, 28:4, 28:7 ,

28:18, 28:23, 28:25,

29:3, 29:15, 32:7 ,

32:15, 35:9, 35:10

kickback 01- 14:15

kind [s] - 4:5, 15:13,

15:16, 28:17

kinds - 28:16

KINSELLA [s] - 1:18,

1:20, 7:25, 20:8,

21:24, 27:26

kinsella - 26:10

Kinsella

4] - 2:9,

21:7, 26:6

KOSS 4] - 1:25,

33:21, 34:3, 35:3

KUMP [1] - 1:18

Kump [1] -2:9

L

language 5] - 17:21,

18:18, 22:21, 23:14,

23:15

largest [1] - 12:20

last

6] -

7:17, 7:25,

8:18, 8 :20, 22:2

lawsuit [5] - 10:17,

12:23, 13:22, 17:10,

17 :17

leaders 03 - 16:24

leads [1] - 6:9

leap [1] - 20:4

learned [7] - 3:10,

3:11

learning [1] - 30:8

least [1] - 29:2 5

left 3) - 22:7, 23:2,

30:16

letter [e] - 2:19, 2 :26,

3:5, 4:18, 4:19, 4:21,

17:7, 29:10

letters

2] - 27:18,

29:13

Lexington

2] - 1 15,

34:9

license [s] - 8:26,

10:13, 18:5, 18:6,

22:8, 23:22

l imited [2] - 23:14,

25:19

lines p] - 4:17

l ink [1] - 13:26

linked [i] - 10:17

Lionsgate [1] - 12:11

l isten [1] - 29 :6

LLC isl- 1:4, 1:7, 1:8,

2:11

LLP [8] - 1:14, 1:18,

1:21, 2:4, 2:14, 34:9

look - 3:21, 6:6,

17:25, 19:5, 25:3,

26:13, 30:25

looking

2] - 25:14,

25:15

low [2] - 7 :12, 22:9

M

Mad [io] - 3:23, 4:3,

4:9, 6:8, 6:13, 10:14,

12:2, 12:10, 2 6:24,

28:11

M AO R

[2 - 24:20,

24:21

main [2] - 3:3, 10:5

manner [6] - 12:16,

12:25, 1 4:9, 14:25,

15:3, 25:6

M AR C

[2] -

1:23,

35:10

Marc [1] - 2:14

margin

p1-

14:13

market [1] - 28:8

MARKS

4] -

1:24,

31:7, 31:14, 31:22

Marks pi - 2:18

materials [1] - 29:17

matter pi - 5:8

mean

2] -

8:19, 19:18

meaning [1] - 30:23

means 3] -

3:18, 25:8,

30:12

meantime [11- 2 8:11

members 0] - 25:24

Men [to] - 3:23, 4:3,

4:9, 6:8, 6:13, 10:14,

12:2, 12 :10, 26:24,

28:11

met [1] - 7:17

might pi -2:23

million

6] -

11:15,

11:19, 14:15, 30:15,

30:16, 30:18

millions pi - 12:24

mind [1] - 29:11

minimal [1] 4:24

minutes [1] - 22:2

moment 2] - 10:6,

10:7

monetarym - 23:18

money [3] - 14:14,

20:20

Monica [11- 1:19

morning 31- 2: 72:8,

2 :17

most[2]-3012,

30:22

motion [5] - 2:25,

26:11, 27:19, 2 9:4,

29:13

motions [1] - 27:18

movie [2] - 15:16,

20:19

MR 72] -

2:7, 2:17,

2:23, 3:10, 31 6,

5:14, 7:25, 8,4, 8:8,

8:12, 8:22, 8:25, 9:4,

9:5, 9:6, 9:9, 9:15,

10:2, 11:22, 13:18,

13:21, 14:3, 14:12,

14:17, 16:2, 17:3,

18:15, 18:25, 19 :4,

19:7, 19:10, 19:19,

19:21, 19:22, 19:24,

20:3, 20:4, 20:8,

21:3, 21:24, 24:14,

24:16, 25:13, 25:22,

25:25 , 26:5, 26:23,

27:3, 27:14, 27:19,

27:26, 28:4, 28:7 ,

28:14, 28:18, 28:23,

28:25, 28:26, 29:3,

29:15, 29 :19, 30:6,

30:13, 30:19, 30:21,

31:7, 31:14, 31:22,

32:7 , 32:15, 32:19,

32 :22

must [3] - 12:14,

22:22, 23:2

N

N.Y [2] - 34:4, 35:4

nature [21- 4:14, 31:9

necessarily [1] - 3:18

need [3] - 2:21, 4:25 ,

29:23

needed [1] - 16:14

negotiate [7] - 6:20,

12:6, 12:7, 12:12,

13:2, 20:26, 28:4

negotiated

13]

-

12:17, 12:18, 12:25,

14:25, 15 :4, 16:14,

16:18, 18:7 , 22:26,

26:16, 26:20, 26:24,

26:26

negotiating [1] - 13:22

negotiation

10] -

12:8, 12:14, 13:23,

16:23, 18:17, 23:2,

24:23, 25:7, 28:7

negotiations [5] -

10:18, 10:21, 10:22,

16:25, 26:23, 27:10,

27:23, 28:9

Network [1] - 2:10

network 3] - 18:4,

18:7, 23:7

N E T W O R K

[a] 1:7,

331, 34:14, 35:14

networks [1] - 7:3

Networks

1]

- 21 2

NETW ORKS [1] - 1 :8

never [1] - 22:10

new p] - 17:11

NEW [4] - 1:2, 1:2,

34:4, 35:4

New po] - 1:11, 1:16,

1:23, 34:10, 35:10

next [2] - 15:18, 31:16

nice [2] - 19:14, 32:18

night [4] - 7:25 , 8:18,

8:20

NINA [4] - 1:25, 33:21,

343, 35:3

NO 1

1 0, 34:16,

35:16

non [I] - 7:3



38/40

5

none [1] - 21:22

nonexistent [1] - 3:18

note [1] - 26:8

noted 2] - 22:6, 22:14

NOTES [1] - 33:17

nothing

1 3 ]

- 8:18,

9:12, 9:25, 12:2,

12:3, 15:25, 17:26,

25:20, 25:23, 27 :2,

27 :11

notice [1] - 29:2 5

nowadays - 21:2

number []] - 11:19

0

o'clock [2] - 8:22, 32:2

obtains [1] - 11:5

occur[]] - 16:25

occunaed [3] - 10:18,

10:21, 16:23

October 2] - 31:2,

31:4

OF [8] - 1:2, 1:2,

33:16, 34:14, 34:17,

35:14, 35:17

offer [2] - 21:10, 21:11

offered [1] - 14:19

offers [11- 11 :9

OFFICIAL [3] - 33:22,

34:3, 35:3

Off icial [1] - 1:2 6

often []] - 21:9

oftentimes [2] - 21:13,

21:14

old

2] - 15:13, 20:26

once [2] - 7:21, 13:21

one

23] -

2:25 3:5

3:7, 5:15, 6:11, 7 :23,

7 :24, 8 :7 , 8 :26, 9:5,

9:7 , 10:15, 13:25,

16:26, 18:13, 20:24,

26:5, 27 :13, 29:23

One [2] - 34:23, 35:23

ones ill - 25:16

opposition [1] - 3:4

oranges [1] - 26:4

order[]] - 3:8

Order

7] -

27:15,

29:2, 30:7, 31:20,

32:4, 32:8, 32:11

ordered [4] - 29:17 ,

29:21, 31:18, 31:20

orders [1] - 27:17

ORIGINAL [1] - 33:17

original [1] - 15:24

originators [1] - 26:2

outside [3] - 4:2, 5:5,

5:6

own

3] -

20:5, 21:17,

22:13

P

P.0 [1] - 31:20

package 2]- 20:10,

21:12

packages [1] - 21:8

page

31-

17:7, 19:5,

19:7

pages [1i] - 8:5, 8:9,

8:19, 9:15, 9:18,

9:26, 29:10, 31:26,

34:19, 35:19

paid [3] - 5:2, 6:5, 6:8

paper 3]-

7:24,

30:15, 30:16

paragraph 171- 6:18,

10:20, 10:26, 11:26,

13:10, 13:26, 14:4,

17:5, 17:6, 17:8,

19:4, 19:6, 20:6,

23:16, 26:7 , 26:12

parameter [1] - 25:14

parameters

7]

-

12:15, 16:16, 18:20,

24:24, 25:8, 25:17,

31:24

pardon 11] - 28:23

part

4] -

11:8, 16:9,

17:8, 28:5

PART [1] - 1:2

participation [4] -

11:14, 17:11, 19:12,

19:25

particular 2] -

5:6, 5:8

particularly [1] - 17:26

parties [s] - 13:21 ,

13:22, 14:25, 16:6,

16:23

party [4] - 12:2, 22:23,

23:21, 29:23

party s - 29:24

people 2]- 6:25, 27:2

percent s] - 11:9,

11:16, 20:25, 2 0:26,

21:19

percentage

3]

-

19:26, 21:5, 21:18

permission n] - 29:24

person

1)

- 15 :12

PHONE

2] - 34:6,

35:6

phrase

1]

- 24:10

piece [3] - 21:15,

21:16, 21:17

pieces [21 - 30:15,

30:16

pitch [1] - 21:11

place [4] - 4:21, 7:7,

13:25, 17:14

Plaintiff

6] - 4:7, 4:16,

5:11, 7 :23, 10:5,

13:7

PLAINTIFFS [1] - 1:5

Plaintif fs [21] - 1 :15,

1:18, 2:2 , 3:4, 3:5,

8:6, 9:7, 9:10, 9:18,

10:9, 10:18, 11:24,

12:5, 1 4:6, 14:8,

15:4, 16:17, 19:20,

21:17, 26:20, 27 :22

Plaintiffs' [6) - 11:6,

11:11, 11:14, 12:10,

13:13, 19:19

plead

2] -

17:22,

17:23

pleaded [2] - 20:5,

21:20

pled [1] - 21:23

point

6] -

5:11, 6:4,

25:5, 25:18, 28:19,

32:20

pointed

2] - 17:6,

18 :2

points [2]-

17:15,

17 :25

policies [1] - 5:25

portion [1] - 19:2

position 7] - 15:22,

19:19, 19:22, 19:23,

21:21, 22:18

positions [I] - 6:26

possible [1] - 30:4

practice

20] - 5:13,

5:18, 5:21, 5:24,

6:12, 6:19, 6:22,

10:25, 11:4, 11:25,

12:22 , 15:5, 17:13,

17:15, 23:13, 23:24,

23:26, 24:9, 27:16,

27 :22

practices [1] - 24:2 5

preclude

2] - 27:21,

28 :2

precluded [i] - 28:2

preliminary [1] - 31:8

problem [3] - 13:5,

31:25

PROCEEDING

[2]-

34:17, 35:17

proceeds [1] - 14:20

produce [61 - 4:8,

4:16, 8:26, 22:20,

29:22 , 29 :24

produced [1o] - 3:25,

4:2, 9:4, 9:15, 9:18,

9:19, 9:22, 11:21,

19:16, 21:12

producer

3] - 19:15,

21:11, 25:10

producing [2] - 4:7,

11:10

production [18] - 4:3,

8:4, 8:9, 9:23, 10:3,

11:11,11:15,14:14,

20:23, 28:16, 29:17,

29:2 0, 30:3, 30:4,

30:8, 31:15, 32:10

Productions [4] - 2:3,

2:12, 3:25, 9:16

productions [2] -

4:12, 8:15

PRODUCTIONS [2] -

1:4, 1:8

profit

8] - 6:10, 13:16,

14:5, 14:9, 14:10,

14:13, 16:10, 22:9

profits [t o] - 7:11,

11:18, 12:5, 20:2,

20:24, 21:19, 22:10,

26:15, 26:17, 26:18

profits/deficits [1] -

11:7

profuse n] - 2:19

program

1]

22 :24

programs 1] - 23:21

promise [1] - 14:21

promotion [2] - 15:16,

15:17

proof 01- 6:21

proved

2) -

25:4, 25:5

provide [3] - 7:6, 12:5,

14:8

provided

5] -

12:10,

12;11, 14:23, 14:24,

19:15

provision 3) -

20:14,

22:19, 23:3

pull

1) -

30:2

purposes [2] - 20:13,

26:11

pursuant

2] -

23:3,

26:15

put [6] - 3:6, 12:23,

15:10, 15:21, 19:17

Q

quite [1] - 31:16

quote 2] -

17:10,

23:17

R

rates (1] - 6:5

rather

5] - 5:19, 13:6,

13:16, 15:21, 23:9

read

[7]-

2:22, 10:26,

11:2, 13:10, 18:22,

18:23, 19:13

reading

2] - 20:9,

20:15

ready [2] - 21:12

really

71-

5:10, 7 :15,

8:19, 15:22, 31:23,

32:5, 32:20

realm RI - 5:5

rebate [1] - 14:15

receipts [1] - 11:18

receive

PI -

13:13

received 3] -

7:3, 8:6,

9:6

receiving [1] - 11:16

record [2] - 1 1 :2 ,

18:23

red []] - 18:9

reference [1] - 6:19

referred

131-

20:10,

21:7, 26:17

referring [1] - 10:4

reflect [1] - 11:12

refused [1] - 11:5

refusing 4] - 12:4,

12:6, 12:7 , 14:8

relate [2) - 2 1:22,

29:22

related

3] - 3:23,

4:14, 10:14

relates 2] - 10:12,

20:6

relationship [4] -

13:15, 18:2, 20:11,

20:17

relevance

5] -

3:9,

4:22, 4:25, 5:23,

10:8

relevant 5] - 3:19,

5:7, 5:8, 6:22

renders [1] - 19:15

reply

[11-

4:19

reported [1] - 11:11

Reporter pi -1:26

REPORTER

3] -

33:22, 34:3, 35:3

reports [11- 11 :24

representations [1] -

9:10

represented [1] - 6:7

represents [1] - 26:3

request 3) -

4:20,

5:12, 6:11

requested [1] - 5:22

requests 4] - 3:6, 3:8,

9:9, 9:11

requires 2] 6:21,

22 :20

researched [1] - 31:25

respect [5] - 2:25,

9:21, 10:20, 14:17,

15:7



39/40

6

respectfully 13] - 24:5,

27:14, 27:20

respond [2] - 3:8, 9:11

result [2] - 4:6, 31:23

review [1] - 3:7

rights in - 13:13

road in - 14:21

roll [1] - 7:23

rolling

2]-

7:22,

29:18

Romanette - 18:26

ROME 2] -

1:14, 34:9

Rome [1] - 2:4

Room 2] - 34:4, 35:4

roughly in - 9:18

ruled in - 8:18

rummaging 1) -

18:11

runners in - 26:2

r

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Darabont Transcript