Back to Message LAW OFFICES OF DIANA SPIELBERGER DIANA SPIELBERGER (Bar No. 109967) 2300 S. Sepulveda Blvd. Los Angeles, California 90064 (310) 914-1880 Attorneys for Plaintiff SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES FRANCIS L. MARTIN, an individual, Plaintiff, v. PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation, and DOES 1 through 10, inclusive, Defendants. ) ) ) ) )) ) ) ) ) ) ) ) )CASE NO. COMPLAINT FOR: 1. BREACH OF CONTRACT - WAGES 2. BREACH OF COVENANT OF GOOD FAITH AND FAIR DEALING 3. FRAUD PLAINTIFF alleges as follows: INTRODUCTORY ALLEGATIONS 1. At all times mentioned herein, Plaintiff Francis L. Martin was, and is, a resident of the County of Los Angeles, State of California. 2. Plaintiff is informed and believes, and thereon alleges, that at all times mentioned herein, defendant PAXSON COMMUNICATIONS CORPORATION is a corporation organized and existing under the laws of the state of Delaware, doing business in the County of Los Angeles, State of California. 3. The true names and capacities, whether individual, corporate, or otherwise, of Defendants DOES 1 through 10, inclusive, are unknown to Plaintiff who therefore sues said Defendants by such fictitious names. Plaintiff will amend this complaint to show their true names and capacities when they have been ascertained. Plaintiff is informed and believes, and thereon alleges, that each of the Defendants DOES 1 through 10, inclusive, is legally responsible in some manner for the events, happenings, and damages referred to in this complaint. 4. Plaintiff is informed and believes, and thereon alleges, that at all times mentioned herein, each of the Defendants was acting as the agent, servant, joint venturer, representative, co-adventurer, partner, or employer of each of the other Defendants and was acting at all times within the course and scope of said agency, partnership, and/or employment. 5. On or about July, 25, 1995, Plaintiff was hired by Defendant to perform services as Chief Engineer for television station KPXN, owned by Defendant, pursuant to an oral contract of employment. 6. Sometime in 1999, NBC purchased a stake in Defendant Paxson. On or about September 30,1999 Defendant gave Plaintiff a written memorandum (the "Contract") in which Defendant agreed to payment of severance compensation "in the event of a restructuring or consolidation." A copy of the Contract is attached hereto as Exhibit 1. 7. The Contract provides that if Plaintiff*s services were terminated because Defendant entered into an arrangement with NBC concerning Plaintiff*s department, and Defendant consolidated the job Plaintiff was doing for Paxson with or into NBC, then Plaintiff would be entitled to severance pay, including "base severance pay" of three months, plus "variable severance pay" of an additional three months, for a total severance package of $35,000. 8. On or about January 26, 2001, Plaintiff*s employment with Defendant was terminated, without good cause, when his job was consolidated with or into NBC. 9. Plaintiff has performed all duties and obligations on his part to be performed except insofar as he was prevented from doing so by the acts of Defendants, and each of them. FIRST CAUSE OF ACTION (For Wages by all Plaintiffs against all Defendants) 10. Plaintiff refers to and incorporates herein by reference each and every allegation contained in Paragraphs 1 through 9, inclusive, as though set forth here in full. 11. Labor Code section 201 requires that all discharged employees be immediately paid all unpaid wages due at the time of their discharge or separation from the company. 12. When Plaintiff was discharged from employment by Defendants, and each of them, said Defendants failed and refused to pay, and continue to refuse to pay Plaintiff his $35,000 severance compensation. 13. As a direct and proximate result of said breach of contract, Plaintiff was damaged in the sum of $35,000. 14. In addition, Pursuant to Labor Code Section 203 Plaintiff is entitled to penalties in an amount according to proof, and interest on said sums at the legal rate pursuant to Labor Code Section 218.6. Plaintiff is also entitled to his attorneys fees and costs incurred in this action pursuant to Labor Code Section 218.5. SECOND CAUSE OF ACTION (Breach of Covenant of Good Faith and Fair Dealing) 14. Plaintiff refers to and incorporates herein by reference each and every allegation contained in Paragraphs 1 through 9, inclusive, as though set forth here in full. 15. The Contract contains a covenant of good faith and fair dealings which requires that neither party do anything to deprive the other of the benefit of his bargain. 16. While the contract provides that Plaintiff would be paid severance compensation if Paxson "enters into an arrangement with NBC concerning your department and we consolidate the job you are doing for Paxson with or into NBC" it also contains the provision that "the Company will determine when that occurs." Further, the contract provides that if an employee is terminated "for cause", the employee is not entitled to the severance compensation. 17. The covenant of good faith and fair dealing requires that Defendant use good faith in determining whether Plaintiff*s job was consolidated with or into NBC, and that Defendant not claim that Plaintiff*s employment was terminated "for cause" in order to deprive Plaintiff of the benefit of the promised severance compensation. 18. On or about June 16, 2001, Defendant breached the covenant of good faith and fair dealing by terminating Plaintiff*s employment, claiming it was for "cause" so as to deprive Plaintiff of his severance package. 19. As a direct and proximate result of the breach of the covenant of good faith and fair dealing, Plaintiff has been damaged in the amount of $35,000, in addition to penalties, interest, and attorneys fees pursuant to the Labor Code. THIRD CAUSE OF ACTION (For Intentional Misrepresentation) 20. Plaintiff refers to and incorporates herein by reference each and every allegation contained in paragraphs 1 through 9, inclusive, as though set forth here in full. 21. In or about September 30, 1999, Defendant, by and through its officers and owners, Bud Paxson and Jeff Sagansky, represented that Plaintiff*s efforts were important to the Company and necessary to keep Defendant growing, and that Defendant and NBC were exploring various ways that the two companies could work together in sales, programming and strategic positioning. Paxson and Sagansky further represented that while the did not think that Plaintiff*s job would be affected by these changes, in the event of a restructuring or consolidation Plaintiff would be paid a severance package, which in his case, was 6 months* salary, or $35,000. 22. The foregoing representation was false when made, and Defendants knew it to be false. 23. The true facts were that Defendants never intended to pay Plaintiff severance in the event of a consolidation, and drafted their agreement with two built-in "outs," one of which was that Defendant itself had the power to determine whether there was a "restructuring or consolidation" and the other of which was that if Defendant claimed that Plaintiff*s employment was terminated "for cause," even though it was terminated because of restructuring or consolidation, Defendant would get out of its obligation to pay severance. On or about January 26, 2001, Defendants falsely and fraudulently claimed that Plaintiff*s employment was terminated for "cause" and that Plaintiff was not terminated due to restructuring or consolidation, in order to escape their obligation to pay severance. 24. The representations were made with the intent to induce reliance. 25. Plaintiff relied on these representations by continuing to work for Defendants, and by not seeking a job elsewhere, only to be fired without notice and without severance pay. 26. As a direct and proximate result of the fraud and deceit of Defendants, and each of them, Plaintiff has been damaged in the sum of $35,000, plus interest thereon in an amount according to proof at trial. 27. The fraud was perpetrated, authorized and/or ratified by Bud Paxson and Jeff Sagansky, both of whom are officers or managing agents of Defendant. The conduct of Defendant was fraudulent and malicious as a result of which punitive damages should be awarded against Defendants in an amount necessary to punish Defendants according to proof at trial. WHEREFORE, PLAINTIFF PRAYS FOR JUDGMENT AGAINST DEFENDANT AS FOLLOWS: 1. For the sum of $35,000; 2. For interest on said damages in an amount according to proof at trial; 3. For punitive damages according to proof; 4. For attorney fees; 5. For costs of suit incurred herein; 6. For such other and further relief as the Court deems just and proper. DATED: May 16, 2002 LAW OFFICES OF DIANA SPIELBERGER By___________________ DIANA SPIELBERGER Attorney for Plaintiff