FILED: NEW YORK COUNTY CLERK 10/23/2017 12:31 PM INDEX NO.

656503/2017
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 10/23/2017

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FILED: NEW YORK COUNTY CLERK 10/23/2017 12:31 PM INDEX NO. 656503/2017
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SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
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CAT CORA and CAT CORA, INC.,
Index No: _________/2017
Plaintiffs,

-against- COMPLAINT

FATBIRD RESTAURANT GROUP LLC and

FATBIRD I LLC,

Defendants.
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Plaintiffs Cat Cora and Cat Cora, Inc. (collectively, Cora), by their attorneys Oved &

Oved LLP, complaining of the Defendants, sets forth and alleges, upon information and belief, as

follows:

SUMMARY OF ACTION

1. Cat Cora is a world-renowned chef, restaurateur, author, and television

personality who starred in the television program Iron Chef America and currently stars in My

Kitchen Rules. This action arises from a breach and repudiation of contract by Defendants

Fatbird Restaurant Group LLC (FRG) and Fatbird I LLC (F1 and collectively with FRG,

Fatbird) in connection with the opening of a restaurant called Fatbird Southern Kitchen and

Bar (the Fatbird Restaurant) located at 44 Ninth Avenue and the corner of West 14th Street,

New York, New York.

2. Under a Services and Consultation Agreement dated February 1, 2017 (the

Agreement), Cora gave Fatbird the right to use her name, likeness, recipes and other services

in exchange for Fatbirds guaranteed payment to Cora of $400,000 in quarterly payments of

$25,000 and a 10% equity interest in Fatbird. Fatbird, however, has defaulted on every

installment payment owed to Cora and has now repudiated its agreement to make future

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payments to Cora. Accordingly, Cora brings this action against Fatbird for its breach and

anticipatory breach of contract and now unauthorized use of Coras name and likeness. Cora

seeks actual and consequential, and a preliminary and permanent injunction enjoining Fatbird

from using Coras name and likeness.

PARTIES

3. Plaintiff Cat Cora is a natural person who resides in California. Ms. Cora is a

world-renowned chef who has opened more than 18 restaurants across the United States and

globally. Ms. Cora is the first-ever female inducted into The American Academy of Chefs

Culinary Hall of Fame. Ms. Cora is also a famous television personality who was the first-ever

female Iron Chef on the Food Networks hit show Iron Chef America and currently stars in the

television program My Kitchen Rules.

4. Plaintiff Cat Cora, Inc. is a California corporation with an address at 2850 Ocean

Park Boulevard, Suite 300, Santa Monica, California 90405.

5. Defendant Fatbird Restaurant Group LLC is a Nevada limited liability company

with an address at 8360 W Sahara Avenue, Las Vegas, Nevada 89117.

6. Defendant Fatbird I LLC is a Nevada limited liability company with an address at

8360 W Sahara Avenue, Las Vegas, Nevada 89117.

FACTS COMMON TO ALL CAUSES OF ACTION

A. The Agreement Between Fatbird and Cora

7. On or about February 1, 2017, Fatbird and Cora entered into the Agreement.

8. Under Section 3.2 of the Agreement, Cora agreed to provide certain services and

permitted Fatbird to use her name, image and likeness.

9. Under Section 3.3 of the Agreement, in exchange for Coras promises under

Section 3.2, Fatbird agreed to pay Cora $400,000 in quarterly payments of $25,000 each.

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10. Section 3.3 of the Agreement further provides that the first payment of $25,000

would be paid upon the Cora Parties signature and delivery of this Agreement and that the

payments thereafter would be made on each of March 31, June 30, September 30 and December

31 of each calendar year.

11. Section 3.3 of the Agreement also provides that in addition to compensation of

$400,000 detailed above, Cora shall receive a ten percent (10%) membership interest in both

FRG and F1 and shall be entitled to distributions as members of FRG and F1, to the extent

distributions from either FRG or F1 are made to their respective members.

12. Section 3.4 of the Agreement provides that if any payment required under the

Agreement is not made, Cora shall provide written notice of the failure to pay and Fatbird shall

have fifteen (15) days to cure after such written notice is received. If Fatbird fails to make the

required payment after that cure period, the Agreement provides that interest on the past due

amount shall then begin to accrue at a rate of eighteen percent (18%) per year.

13. On or about February 15, 2017, the Agreement was amended pursuant to

Amendment No. 1 to Services and Consultation Agreement (Amendment No. 1). Amendment

No. 1 further authorized Fatbirds permissible use of Coras photographs for promoting and

publicizing the Fatbird brand. Amendment No. 1 did not amend or otherwise alter Fatbirds

payment obligations to Cora under the original Agreement.

14. Since executing the Agreement and Amendment No. 1, Cora has performed all of

her obligations under the Agreement and Amendment No. 1.

B. Fatbird Breached and Repudiated the Agreement

15. To date, Fatbird was required to have made four payments of $25,000 each

($100,000 total) pursuant to the Agreement. Fatbird has failed to make any of those required

payments.

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16. In accordance with the notice provisions under the Agreement, Cora has given

Fatbird numerous written and oral notices of Fatbirds breach of its payment obligations under

the Agreement.

17. Initially, Fatbird repeatedly assured Cora that payment would be forthcoming.

18. For example, on May 12, 2017, Fatbird represented in writing that it will make

payment promptly.

19. Fatbird never made the promised payment.

20. Thereafter, on August 1, 2017, Fatbird represented in writing that it would be

sending [Cora] $25,000 this week.

21. Again, Fatbird made no payments.

22. On August 17, 2017, Cora had a telephone conference with the principals of

Fatbird, during which Fatbird repeatedly confirmed that it owes Cora payments under the

Agreement and assured Cora that those payments would be made promptly.

23. But Fatbird still made no payments.

24. To make matters worse, Fatbird has been operating the Fatbird Restaurant in a

substandard manner, but Cora has received the brunt of the blame for the restaurants lackluster

performance, which has caused, and continues to cause, irreparable injury to Coras brand, good

will and reputation as a world class chef and restauranteur.

25. For instance, diners and food critics have given the restaurant numerous negative

reviews.

26. Moreover, the Fatbird Restaurant offers numerous menu items that Cora did not

approve and contains food pairings that are inconsistent with the restaurants concept and Coras

high standards.

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27. Cora has made numerous attempts to coordinate with Fatbird to make

improvements to the restaurant, but Fatbird has refused to respond to those attempts.

FIRST CAUSE OF ACTION

(Breach of Contract Against Fatbird)

28. Cora repeats, reiterates, and re-alleges each and every allegation as contained in

the above paragraphs with the same force and effect as if fully set forth herein.

29. Cora and Fatbird entered into the Agreement, which constituted a valid and

binding contract.

30. Cora fully and faithfully performed all of her obligations under the Agreement.

31. Fatbird materially breached the Agreement by, inter alia, failing to make any of

the quarterly payments of $25,000 required under the Agreement.

32. As a direct and proximate result of Fatbirds material breaches of the Agreement,

Cora has been injured and has suffered monetary damages in an amount to be determined at trial.

33. In addition, because of Fatbirds failure to cure its breaches of the Agreement

within 15 days notice thereof, Cora is entitled to interest on the amounts owed at a rate of 18%

per year.

34. Fatbird has also breached the implied covenant of good faith and fair dealing by

operating the Fatbird Restaurant in a substandard manner, which jeopardizes Fatbirds ability to

fulfill its obligation under the Agreement to pay Cora a total of $400,000 plus interest.

35. Further, pursuant to paragraph 5.8 of the Agreement, Cora is entitled to attorneys

fees, costs and expenses expended in connection with this action, the exact amount to be

determined at trial.

36. By its failure to dutifully perform its obligations owed to Cora, Fatbird has

deprived Cora of the benefit of the consideration for which Cora bargained.

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37. Fatbirds breaches of the Agreement and its implied covenant of good faith and

fair dealing have caused and continue to cause significant damage to Cora, in an amount to be

determined at trial.

SECOND CAUSE OF ACTION

(Anticipatory Breach of Contract Against Fatbird)

38. Cora repeats, reiterates, and re-alleges each and every allegation as contained in

the above paragraphs with the same force and effect as if fully set forth herein.

39. On numerous occasions, Cora notified Fatbird that it was in breach of the

Agreement by failing to make any of the required quarterly payments due.

40. In response, Fatbird repeatedly acknowledged that it was in breach of the

Agreement and that it owed Cora the amounts due under the Agreement.

41. Fatbird, however, has now repudiated its obligations to make future quarterly

payments due under the Agreement.

42. As a result of Fatbirds repudiation of the Agreement, Cora has been damaged in

an amount to be determined at trial, believed to be no less than $400,000 plus interest accrued

and attorneys fees, costs and expenses expended in connection with this action.

43. In addition to the foregoing, Cora has been further damaged in an amount to be

determined at trial, which is equal to her pro rata share of distributions owed to the members of

FRG and F1.

THIRD CAUSE OF ACTION

(Unauthorized Use of Name and Likeness, N.Y. Civil Rights Law 51 Against Fatbird)

44. Cora repeats, reiterates, and re-alleges each and every allegation as contained in

the above paragraphs with the same force and effect as if fully set forth herein.

45. By letter dated October 20, 2017, Cora revoked her authorization of Fatbirds use

of Coras name and likeness to promote the Fatbird brand and Fatbird Restaurant.

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