Harlem Festival of Culture Complaint

FILED: NEW YORK COUNTY CLERK 09/07/2023 06:43 PM INDEX NO.
654374/2023
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/07/2023
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
HARLEM FESTIVAL OF CULTURE NYC LLC,

NIKOA EVANS-HENDRICKS a/k/a NIKOA EVANS
and STACEY JACKSON a/k/a MUSA JACKSON,
Plaintiffs, VERIFIED COMPLAINT
-against- Index No.:

YVONNE MCNAIR, CAPTIVATE MARKETING
GROUP, LLC, and CAPTIVATE PRODUCTIONS, LLC,
Defendants.
Plaintiff, Harlem Festival of Culture NYC LLC (“HFC” or the “Company”), Plaintiff,
Nikoa Evans-Hendricks a/k/a Nikoa Evans (“Nikoa”) and Plaintiff, Stacey Jackson a/k/a Musa
Jackson (“Musa”) (Nikoa and Musa together referred to as the “Other Members”) by their
attorneys, the Sternberg Law Firm, PLLC, allege as follows:
PRELIMINARY STATEMENT
1. HFC, a three person New York Limited Liability Company, stands up to today,
on behalf of themselves, the sponsors, vendors, ticket buyers and other third parties involved
with the Harlem Festival of Culture (the “Festival”), a music festival scheduled to take place
July 28, 29 and 30 of this year, and the Harlem community at large, seeking compensation for
damages inflicted on them by the defendant, Yvonne McNair (“McNair”), the third member of
the LLC, with an assist by her co-defendants, Captivate Marketing Group, LLC (“CMG”) and
Captivate Productions, LLC (“CP”), two of her alter egos (together referred to as “Captivate”).
2. Nikoa and Musa originally conceived the idea of a Festival in July 2021 as a
reimagined version of the 1969 Harlem Cultural Festival, a landmark music festival which
celebrated African American music and culture and promoted Black pride, attracted hundreds of
1
1 of 50
FILED: NEW YORK COUNTY CLERK 09/07/2023 06:43 PM INDEX NO. 654374/2023
thousands of attendees, and has gone down in history as truly a watershed moment in Black
history in the United States. Nikoa and Musa’s mission was to create a modern version of the
1969 Festival, and at the same time bring about a lasting social impact for the Harlem
community.
3. Given the ultimate honor of joining this effort, McNair abused her position,
engaging in what amounted to a behind the scenes hostile takeover of the Festival, using a series
of deceptive business practices which were in blatant violation of the parties’ Operating
Agreement, and a later agreement the Other Members entered into in the hopes of reining in her
unauthorized conduct and salvaging the Festival for the 2023 year. In violation of those
agreements and in breach of her fiduciary duty to the Company, McNair entered into
unauthorized contracts, diverted what is estimated to be in excess of $1.3M dollars to accounts
in her name or under her control, and essentially ran the Festival to the ground. McNair
activities were carried on behind the scenes, behavior which she deliberately worked to conceal,
despite her contractual and fiduciary duties to act with transparency in connection with her
activities in relation to the Company. McNair’s conduct included doing and concealing the
following acts,
a. That she was falsely representing to third parties that she had sole
authority to act on behalf of HFC;
b. That she was entering into unauthorized contracts;
c. That she had been secretly diverting funds which belonged to HFC to
bank accounts in her name or under her control;
d. That she had been secretly attempting to divert intellectual property

belonging to HFC to CMG;
e. That she had been secretly organizing her activities to benefit her own
companies and not HFC,
f. utterly mismanaging the affairs of HFC;
2 of 50
g. exposing HFC to unnecessary liabilities;
h. violating the duty of loyalty she owed to the Company; and
i. damaging the Company’s reputation in the community.
4. The damage to the Other Members, to HFC, to the third parties with whom
McNair dealt and to the public at large has been substantial. Before the Festival was ultimately
cancelled due to President Biden’s heat advisory issued a day before the Festival was to begin,
McNair’s actions left the Company barren of funds. After the Festival was cancelled, McNair
disingenuously disclaimed responsibility for returning money she collected from innocent third
parties who had paid McNair or her entities in good faith and from third party vendors who had,
among other things, relied on her inflated accounts of Festival attendees, redirecting these
claimants to HFC. Some of these claimants include sponsors, ticket buyers, and booth vendors,
ordinary citizens who contracted with McNair or her entities in good faith, individuals who are
now being subjected to a deceitful shell game by McNair, an individual who diverted their funds
to, upon information and belief, her personal relationships, staff and business associates rather
than fulfill her obligation to refund claimants after the Festival’s cancellation. The potential
damage to the reputation of the Company, and its long-term prospects, is potentially enormous.
5. In no way did HFC, the Other Members, or, most importantly, the Harlem
community deserve this. HFC and the Other Members have always been committed to
celebrating African American music, art, and Black pride while creating social impact for the
Harlem community. As proud and longstanding members of the Harlem community, Musa and
Nikoa formed HFC and garnered the support and trust of their community as they sought to
reimagine the historic 1969 Festival. However, when McNair defrauded the Company, she in
effect defrauded, every man, woman and child in the community, individuals who were looking
forward to attending the Festival this year and in years to come.
3 of 50
6. Left with no choice, HFC and the Other Members now act to protect its interests
and the interests of themselves, third parties and the Harlem community as a whole. This action
seeks, inter alia, to hold McNair accountable for her duplicity, treachery and deceit, the fraud
she has perpetuated on her fellow members, her breach of her fiduciary duties to HFC, her
brazen violations of HFC’s operating agreement and a second chance settlement agreement set
up to salvage the Festival and McNair’s other wrongful conduct. It also seeks to compel McNair
to refund the sponsorship funds, ticket sales, booth fees and other revenues she collected and
failed to return and to take sole responsibility for liabilities unilaterally imposed by her on the
Company.
THE PARTIES
7. HFC is a New York limited liability company formed in December 2021 under
the laws of the State of New York with its principal place of business located in New York, New
York.
8. McNair is an individual, upon information and belief, residing at 234 W. 148th,
2C NY, New York 10039, who is a member of HFC and is, upon information and belief, a
member of Captivate.
9. Defendants CMG is a domestic limited liability companies formed in February
2017 organized and existing under the laws of the State of New York, with its principal place of
business located, upon information and belief, at 234 W. 148th Street, Unit 2C, New York, NY
10039.
10. Defendant CP is a domestic limited liability company formed in February of
2023 organized and existing under the laws of the State of New York, with its principal place of
business located, upon information and belief, at 234 W. 148th Street, Unit 2C, New York, NY
10039.
4
4 of 50
FACTUAL BACKGROUND
A. Overview
11. HFC is the sole owner and operator of the Harlem Festival of Culture, a
summer festival intended to take place annually celebrating Harlem’s culture, traditions and
diversity. Scheduled to take place this year on July 28, 29, and 30, with concerts at Randall’s
Island, the Festival was ultimately cancelled on the very morning of its first day due to
President Biden’s heat advisory issued a day earlier.
12. While HFC is a three member limited liability company and requires the
approval of a majority of its members to act, at some point during the leadup to this year’s
Festival, McNair, either on her own or through CMG or CP, unilaterally arrogated to herself
full authority to act in relation to the Festival, operating the business of the Festival as her own
private fiefdom, walled off from the approval and even the knowledge of the Other Members.
In many cases the Other Members would find out about McNair’s activities and transactions
days, weeks or months later and sometimes not at all.
13. Thus, even though HFC’s Operating Agreement requires that all financial
transactions and agreements be approved by HFC, McNair entered into numerous agreements
and/or bound the Company to agreement terms without the Company’s prior knowledge or
approval or the prior knowledge or approval of the Other Members. McNair, in clear violation
of HFC’s property rights and unbeknownst to the Other Members of the HFC, deposited or
diverted an estimated $1.3 Million dollars of sponsorship funds, ticket sale proceeds, vendor
booth fees and other funds into accounts owned or controlled by her or companies in which
she had an interest. Even though all intellectual property and business opportunities associated
with the Festival belonged to HFC, McNair and CMG and/or CP attempted to divert the same
5 of 50
to their ownership and control, without HFC’s knowledge or approval and even sought to
change the name of the Festival and produce the Festival as a CMG event to the exclusion of
HFC and the Other Members. And, finally, despite the fact that, upon information and belief,
McNair and/or CMG or CP has collected an estimated in excess of $1.3Million in ticket sales,
sponsor payments and booth fees, McNair, as of the date of this writing, has failed to refund
the entirety of the ticket sales or booth fees she or CMG or CP collected or to satisfy a
$39,4797.77 overdraft in the HFC Escrow/Stripe account connected to the CMG Ticketmaster
account or pay rental operators or service providers, some of whom relied upon McNair’s
extravagant estimates of Festival attendees.
14. The Festival and HFC’s continued ability to effectuate its purposes not to
mention the good name and reputation of HFC and the Other Members is being threatened by
McNair and CMG and/or CP, which, upon information and belief, McNair dominate and
control as to her mere alter egos.
15. Before commencing this action, the Other Members, in an effort to rein in
defendants’ fraudulent behavior and to assess the full scope of McNair's unauthorized activity
and damages to the Company, temporarily halted the Company's operations between April 1,
2023 and May 22, 2023, thereby delaying the Festival's official announcement of ticket sales
and Talent line up (previously scheduled for April 19th). Following six (6) weeks of
negotiation, Nikoa, Musa and McNair entered into an agreement on May 22, 2023 (the
“Settlement Agreement”) which required McNair to account for her past, and regulate her
future, activity in relation to HFC.
16. In sum and substance, the Settlement Agreement required McNair to, inter alia,
disclose all contracts with, inter alia, sponsors, talent, and vendors, to seek HFC authorization
and approval for all future contracts and to account for all sponsorship and other funds
6 of 50
deposited into Captivate accounts. Notably, the Settlement Agreement also provided for the
establishment of a third-party managed escrow account, into which the proceeds of
sponsorships, booth fees, ticket sales and other income would flow and out of which
unanimously approved expenses would be remitted. McNair lied during the negotiation
process promising full transparency at the same time as she continued to enter into
unauthorized contracts, divert funds belonging to HFC and, make payments to talent, even
with the holding of the Festival far from a certainty. That behavior continued even after the
Settlement Agreement was entered into and the Escrow account was established.
B. The Operating Agreement
17. On December 14, 2021, Nikoa, Musa and McNair executed an Operating
Agreement for HFC (Exhibit “A”). While the idea for the Festival was conceived by Musa and
Nikoa, McNair was originally brought in based upon her purported high level of experience as a
professional producer of music festivals and special events. While each party had a different main
area of responsibility, which overlapped in certain respects, the parties agreed in the Operating
Agreement that no one party, acting alone, could bind the Company and that a majority of
members was required to act. Among other things, the relevant sections of the Operating
Agreement included:
A. Section 2.6, which provided:
Unless expressly provided in this Agreement, no Member, acting alone, has

any authority to undertake or assume any obligation, debt, or responsibility, or
otherwise act on behalf of, the Company or any other Member.
B. Section 4.1(B), which provided:
Unless greater or other authorization is required pursuant to this Agreement or

under the New York Limited Liability Company Law for the Company to
engage in an activity or transaction, all activities or transactions must be
approved by the Members, to constitute the act of the Company or serve to
bind the Company. With such approval, the signature of any Members
authorized to sign on behalf of the Company is sufficient to bind the Company
7
7 of 50
with respect to the matter or matters so approved. Without such approval, no

Members acting alone may bind the Company to any agreement with or
obligation to any third party or represent or claim to have the ability to so bind
the Company.
C. Section 6.1(A) which provided:
The Members have the right and power to vote on all matters with respect to
which the Articles of Organization, this Agreement, or the New York Limited
Liability Company Law requires or permits. Unless otherwise stated in this
Agreement (for example, in Section 4.1(c)) or required under the New York
Limited Liability Company Law, the vote of the Members holding at least a
majority of the Voting interest of the Company is required to approve or carry
out an action.
D. Section 5.1 of the Operating Agreement provided:
The Company must maintain complete accounting records of the Company’s

business, including a full and accurate record of each Company transaction.
The records must be kept at the Company’s principal executive office and must
be open to inspection and copying by Members during normal business hours
upon reasonable notice by the Members wishing to inspect or copy the records
or their authorized representatives, for purposes reasonably related to the
Membership Interest of such Members. The costs of inspection and copying
will be borne by the respective Member; and
E. Section 10.3 stipulated that New York law would apply.
C. Examples of McNair’s Misconduct leading to the

May 22, 2023 Execution of the Settlement Agreement
i. Execution of unauthorized sponsor agreements coupled with

the diversion of Sponsorship Proceeds from HFC to Captivate
18. Beginning in or about February of 2023, McNair, without the consent of the Other
Members and without the Company’s approval, unilaterally entered into sponsorship agreements
in which third parties agreed to sponsor the Festival in exchange for being listed as the exclusive
sponsor of the Festival for a given industry. The terms of the agreements, and/or HFC’s
obligations thereunder, were not disclosed to HFC or the Other Members in advance and were
never approved by HFC in accordance with the Operating Agreement.
8 of 50
19. Perhaps the first agreement executed in this fashion 1 was a sponsorship agreement
with SharkNinja Operating LLC executed by McNair on or about February 14, 2023. In exchange
for being designated the hair drying and styling tool sponsor for the event, SharkNinja Operating
LLC, the parent company of Shark Beauty, agreed to pay HFC a significant sponsorship fee.
20. On or about February 24, 2023, McNair, on behalf of the Festival, and Camille Rose
Holdco Inc., a hair care company, entered into another sponsorship agreement for the Festival. In
exchange for being designated as a “Legacy Sponsor”, Camille Rose Holdco, Inc. agreed to pay a
sponsor fee.
21. Upon information and belief, the sponsorship fees from both SharkNinja Operating
LLC, and Camille Rose Holdco Inc. were never deposited into HFC’s accounts. Upon information
and belief, these funds were instead deposited into accounts controlled by McNair, including CMG
and/or CP accounts.
22. Neither the SharkNinja nor the Camile Rose Holdco sponsorship agreements were
entered into with the prior review or approval of HFC or the Other Members, a violation of
sections 2.6, 4.1(B) and 6.1(A) of the Operating Agreement. Indeed, Plaintiffs did not get a copy
of the sponsorship agreements for either the Shark Ninja or Camille Rose contracts until after
attorneys were involved during the period leading to the execution of the Settlement Agreement.
ii. Unauthorized Payments Made by McNair From HFC’s Bank Account
23. Prior to the execution of the Settlement Agreement, McNair made a number of wire
transfers from HFC’s account to various entities, including CMG or CP, without the authorization
1
At this point, in the absence of discovery, HFC is unable to precisely pinpoint the full extent and
timing of McNair’s violations of the parties’ agreements. In most respects, at a certain point, McNair
conducted her affairs in relation to the Festival as if she were in her own business.
9 of 50
of the Other Members.
24. On February 15th, 2023, McNair unilaterally made a wire transfer to CMG in the
sum of $17,269.46 without the prior knowledge or consent of the Other Members.
25. On March 31, 2023, McNair, upon information and belief, acting on behalf of CMG
or CP, and without the prior knowledge or approval of the Company, made a wire transfer of
$150,000.00 from HFC’s bank account to “CAA Client Trust,” a talent agency. Upon information
and belief this $150,000 payment was returned to McNair after the artist cancelled and McNair
retained the proceeds.
iii. Examples of McNair’s Misappropriations of Festival Property Rights
26. Upon information and belief, McNair negotiated and entered into agreements with
selected sponsors and vendors on behalf of CMG.
27. For example, upon information and belief, CMG, without the approval of HFC,
entered into an agreement with Special Event Services, Inc. (“SES”) dated March 20, 2023 (the
“SES Agreement”). for services to be rendered at the July 2023 Festival (Exhibit “B”), such
services to include but not be limited to audio, lighting, design, video, staging and live event
production.
28. In violation of the Operating Agreement and HFC’s property rights, the Agreement
granted CMG, not HFC, all intellectual property interests associated with the Festival.
29. Upon information and belief, McNair fraudulently misrepresented that she or CMG
possessed the right to assume ownership of HFC’s intellectual property rights through the SES
Agreement.
30. While McNair, through counsel represented that CMG had never executed the
contract and the agreement was only in draft form, evidence shows that CMG paid the deposit of
$16,932.84, upon signing. Clearly, McNair would not have forwarded a payment to SES if the
10
10 of 50
agreement had not been executed.
31. While McNair later cancelled the contract after her fraud was exposed, had the
Festival been produced, these rights would have been the property of HFC, and at no point did
HFC grant permission to McNair to divest HFC of these rights for the benefit of CMG or CP.
D. Attempts by HFC to obtain disclosure of McNair’s activities and later to rein in

McNair’s Misconduct
i. Request for Information
32. On or about March 14, 2023, as evidence of McNair’s deceit began to mount, Nikoa
demanded, via email, that McNair provide information on a variety of Festival related matters,
including without limitation, the status of Sponsor discussions, the booking of Talent, the issuance
of a permit with the NYC Parks Department, and the establishment of the Ticketmaster account. As
to Ticketmaster, Nikoa demanded that all ticket sales flow into the HFC account.
33. Nikoa reiterated this request in ensuing days.
34. McNair rebuffed these requests. Relying on the spurious claims that the Other Members had
misappropriated Company funds 2 and had made decisions in violation of the Operating Agreement,
McNair stated that she would “not seek [Company] approval” of her activities in relation to
contracts and that she would “not [be] responding to [Nikoa’s] requests [for information].
ii. The First Demand
35. Stymied in its effort to obtain information and with McNair indicating her
willingness to operate without Company approval, HFC elected to retain counsel.
36. By letter dated April 6, 2023 (Exhibit “C”) (the “First Demand”), counsel for HFC
McNair falsely claimed that duly authorized payroll payments to the Other Members in December 2022
2
constituted misappropriation of funds, falsely claimed that a charitable donation of $125,000 to the HFC
Foundation was unaccounted for and erroneously asserted that all decisions of HFC required unanimous
consent.
11
11 of 50
demanded that McNair comply with the restrictions contained in sections 2.6, 4.1(B) and 6.1(A) of
the Operating Agreement.
37. The First Demand required McNair to, inter alia, provide a written accounting of
transactions and agreements she had made in connection with the Festival, to provide copies of all
agreements with talent, sponsors and vendors, to furnish any executed or draft agreements with
Ticketmaster, and to document her expenditure of HFC funds in the total sum of $427,301.75
which she had made without the consent or prior knowledge of the Other Members.,3
38. The First Demand reiterated what should have already been clear in the Operating
Agreement that no one Member could bind the Company and that any such agreement would be
“ultra vires”.
iii. The Second Demand/Suspension of Ticket Sales and Publicity
39. A little less than two weeks after the First Demand, HFC’s attorney, by letter dated
April 19, 2023 (Exhibit “D”), advised McNair’s counsel that Musa and Nikoa, a majority of the
members of the Company, had decided to “postpone the launch of ticket sales for the July 2023
Festival” and demanded that McNair “immediately undertake all efforts to apprise Ticketmaster of
this postponement, and to ensure that all public relations efforts in support of the launch be
temporarily ceased until such time as a resolution of the instant dispute is reached among the
referenced entities.”
40. At the time of the delivery of this communication, McNair had failed to make any
commitment to cease her fraudulent activity. Accordingly, as part of the aforesaid communication,
HFC, through its counsel, again demanded that McNair cease her unlawful activity and produce all
In the period following the execution of the Settlement Agreement, McNair complied with some but not
3
remotely all of HFC’s demands.
12
12 of 50
agreements, accounts, reimbursements, and transfers related to the Festival. HFC’s counsel’s
warned that the failure to satisfactorily abide by these demands would result in HFC commencing
an action to assert causes of action for fraud, breach of the Operating Agreement, breach of the
covenant of good faith and fair dealing, and breach of fiduciary duties, among others, and to seek a
temporary restraining order to freeze any CMG and/or CP accounts into which HFC funds have
been unlawfully transferred as well as to bar McNair from further independent access to HFC
funds.
41. As an incident to the suspension, notice was sent to Nina Flowers, of Flowers
Communication, the publicist representing HFC, to cease and desist from issuing any press
announcements regarding the Festival until further notice.
iv. McNair’s Continued Attempts To Operate The Festival As Her Own Fiefdom
42. Undeterred by the threat of legal action, McNair continued to act with impunity in
violation of Sections 2.6, 4.1(B) and 6.1(A) of the Operating Agreement and to treat the Festival as
her own private fiefdom.
43. Upon information and belief, during this period, McNair secretly collected monies
from sponsors, depositing the same into CP Accounts, paid out an estimated $350,000 in payments
to talent, much of which was excessive and beyond the Company’s means to pay and entered into
an agreement with IHeart Media, a marketing firm. 4 At the time these payments were made the
holding of the Festival was far from a certainty.
44. Not content merely to dominate HFC and freeze the Other Members’ out of control,
McNair even attempted to transfer ownership of the Festival to her own entity.
4
Unbeknownst to HFC or the other Members, CP, on or about April 12, 2023, literally five (5) days after
the First Demand, McNair entered into an agreement with iHeart Media, for the latter to conduct a streaming
media campaign for the Festival in New York, Los Angeles, Atlanta, and Boston between April 19, 2023 to
July 28, 2023. Pursuant to this agreement, CP paid $50,000 to iHeart Media.
13
13 of 50
45. To that end, on April 26, 2023, HFC was informed by the New York City Parks
Department that McNair had attempted to rename the Festival from the “Harlem Festival of
Culture” to the “Uptown Fest”.
46. Subsequently the Other Members discovered that McNair had filed an application
with the US Trademark and Patent Office on April 24, 2023 on behalf of Captive Productions LLC
to trademark the name “Uptown Fest.”
47. Upon information and belief, McNair, requested the name change in order to allow
her to produce the event under the name “Uptown Fest” as a CMG/CP owned event in 2023 to the
exclusion of HFC and the Other Members.
48. McNair’s efforts proved to be unsuccessful, when Nikoa and Musa advised the
Parks Department that the name change was unauthorized.
E. Parks Department, AMC and Ticketmaster require a

resolution of conflicts in order for them to proceed with the Festival
49. In or about April 26, 2023, the same day as the Other Members learned that McNair
had attempted to change the name of the Festival, the NYC Parks Department advised the parties
that the “internal conflict amongst the Harlem Festival team” would need to be resolved before the
Parks Department would “move forward with planning and permitting the event for 2023.”
50. Obviously, absent a permit from NYC Parks, the Festival could not proceed in 2023.
51. Similar communications followed from AMC Networks and Ticketmaster, each of
which advised that they would not proceed with the Festival until the parties’ disputes were
resolved.
F. Negotiations Leading to the Settlement Agreement
52. With the existence of the Festival for 2023 hanging in the balance, the parties,
through counsel, engaged in negotiations in an effort to resolve their disputes.
53. At one point during the process, with negotiations going nowhere, the Other
14
14 of 50
Members decided that the Festival should be cancelled for the 2023 year.
54. Ultimately, McNair, through counsel, pledged that the parties could work out
protocols for the Festival, with full transparency, and with close cooperation, for the parties to
produce a successful event.
55. Accordingly, in the lead up to the execution of the Settlement Agreement, counsel
drafted letters to the Parks Department, AMC Networks and Ticketmaster (the “Verification
Letters”) under which the parties verified that that the parties had “settled disputes which have
arisen in connection with HFC and the Festival so that all parties can work together to ensure that
the 2023 Harlem Festival of Culture will be a success.”
56. It was agreed that these letters would be executed immediately after the execution of
the Settlement Agreement and forwarded to NYC Parks, AMC Networks and Ticketmaster
promptly thereafter.
G. The Settlement Agreement.
57. The parties executed the Settlement Agreement on May 22, 2023. A copy of the
agreement (the “Settlement Agreement”) is attached hereto as Exhibit “E” and made a part
hereof.
58. The Settlement Agreement was organized as follows:
a. The main body of the agreement, signed by each of the parties and containing
general terms, including a confidentiality clause, a non-disparagement clause
and an indemnification provision;
b. a six (6) page rider referred to herein as the “Summary of Terms,” containing s
series of restrictions and protocols as to how the Festival and the parties’
financial dealings would operate going forward,
c. a one (1) page schedule; and
d. three (3) exhibits.
59. The Indemnification Provision contained in the main body of the agreement
15
15 of 50
provided:
Each Party hereby agrees to indemnify and hold the other Parties and
their agents, affiliates and subcontractors, harmless from and against
any and all claims, damages, demands, diminution in value, losses,
recessions, forfeitures, liabilities, actions, lawsuits and other
proceedings, judgments, fines, assessments, penalties, awards, costs
and expenses (including reasonable attorneys’ fees and expenses)
related to or arising from (A) any material breach of this Letter
Agreement by such Party, and (B) any claims by a third- party
concerning HFC and/or HFCF against the other Parties as a result of
an act of, or failure to act by, a Party in contravention of this
Agreement. The provisions of this Section 6 shall survive
termination or expiration of this Agreement. Each Party shall
immediately notify the other Parties of any lawsuits or actions, or
any threat thereof, that are known or become known to such Party
that might adversely affect any interest of the other Parties
whatsoever.
60. The Summary of Terms required McNair, in advance of the execution and delivery
of the agreement:
a. to produce via the placement in a shared data room all agreements with
sponsors, talent and vendors and all other contracts related to the Festival,
together with all back up for any expenditures McNair had made (page 1) 5;
and
b. to produce “on a list set forth in a Schedule to be annexed hereto as

Schedule 1” any contracts “that includes (sic) McNair or any of her
Captivate entities as a party and does not include HFC as a party” (page 1)
61. The Summary of Terms further required McNair to:
a. account for all sponsorship funds deposited into CMG accounts to date with
a ledger of expenses transacted on behalf of the Festival (page 3); and
b. produce a copy of all of the missing talent agreements immediately upon

receipt and before the Escrow Account was reconciled (page 3).
62. The Summary of Terms further required, inter alia, that, until July 31, 2023, the
unanimous approval of all HFC Members would be required for:
5
Page references in parentheses refer to pages in the Summary of Terms, which is a part of the
Settlement Agreement attached as Exhibit “B”.
16
16 of 50
a. “all future agreements entered into by or on behalf of HFC, which includes

any agreements between any Captivate entity and any third party for any
matters pertaining to HFC, the Festival and any assets owned by HFC;”
(Page 3) and
b. “on all future banking transactions on behalf of HFC, and such approval
shall not be unreasonably withheld.” (Page 3)
63. Notably, the Summary of Terms also provided for the creation of an escrow
account, to be held at CBIZ or another third-party professional of HFC’s choosing (the “Escrow
Account”) (Page 4), together with a protocol for invoice submission and expense approval for
outflows from the Escrow Account (Page 3).
64. With regard to the Escrow Account, the Summary of Terms required that:
a. “all money that has come in but has not yet been allocated or shall come in
to HFC, or on behalf of HFC, for Festival operations, including but not
limited to all money received from SharkBeauty and Camille Rose, shall be
placed solely into the Escrow Account” (page 4)
b. ”no other accounts shall be authorized to accept payments on behalf of

HFC, including any account owned by any HFC member or any affiliate,
including Captivate Marketing or any account owned by McNair.”(page 4)
c. “The Ticketmaster account currently in use will continue to serve as the

ticketing platform authorized for Festival ticket sales, but administrative and
managerial access to this Ticketmaster account will be provided to all HFC
Members until July 31, 2023, and all money received from Festival ticket
sales will be deposited into the Escrow Account;” (page 4)
d. A weekly report of all expenses withdrawn from the Escrow Account will be
sent to all HFC Members (page 4); and
e. the Third Party Professional acting as Escrow Agent would provide a

final accounting relative to the transactions going into and out of the
Escrow
Account (page 4).
65. The Summary of Terms further provided:
a. “upon review and approval of invoices by all HFC Members, employees and
contractors of Captivate Marketing shall be paid for work up to and at the
July 2023 Festival, in accordance with the terms herein, but this provision
does not include McNair, provided that Evans and Jackson agree in advance
that invoice provided by CMG is acceptable” (page 5) and
17
17 of 50
b. Upon fulfillment of the within terms and the final accounting from the
Escrow Account of the Third Party Professional, after the Festival, as set forth
above, HFC Members agree to execute a mutual release as set forth in
Exhibit 3 (page 6).
H. Evidence of Fraud by McNair emerges after the signing of the Settlement

Agreement
i. Failure to account for or produce sponsorship

agreements with Shea Moisture, Amazon, Airbnb
and AllArts Media.
66. Unbeknownst to the Other Members, at the same time as she was promising full
transparency in the lead up to the Settlement Agreement, McNair concealed the fact that she had
entered into sponsorship negotiations and/or agreements with Shea Moisture, Amazon, Airbnb, and
AllArts Media (the “Added Sponsors”).
67. Under the Summary of Terms, McNair was required to account for and provide in a
shared data room, on or before the delivery and execution of the Settlement agreement, copies of
“[a]ll contracts in connection with the Festival, including with any talent, any vendors and any
sponsors or any other person or entity.”
68. These contracts included contracts McNair had executed on behalf of HFC together
with contracts “McNair or any of her Captivate entities [had entered into] as a party and did not
include HFC as a party”.
69. In or about May 23, 2023, after the delivery and execution of the Settlement
Agreement, McNair forwarded to the Other Members copies of a flyer and a press release for the
Festival.
70. Review of the flyer and the press release showed that McNair had confirmed and/or
entered into sponsorship agreements with, inter alia, Shea Moisture, Amazon, Airbnb, and All Arts
Media.
18
18 of 50
71. None of these agreements had been executed by McNair with the Company’s
review and approval either before or after the signing of the Settlement Agreement, a blatant
violation of Sections 2.6, 4.1b) and 6.1(a) of the Operating Agreement.
72. Because none of the sponsor commitments or agreements were disclosed, McNair
had bound the Company to contract terms which had not been reviewed and approved by the
Company.
73. Further, none of the sponsorship fees for the sponsorship agreements with the
Added Sponsors were deposited or transferred into HFC’s bank account or deposited or transferred
into the Escrow Account. 6
ii. Misrepresentation of the

Contract Status of the SES Agreement
74. In the lead up to the settlement agreement, McNair, through counsel, claimed that
McNair had never actually signed on CMG’s behalf its agreement with SES to provide audio,
lighting, design, video, staging and live event production at the Festival.
75. Contrary evidence later emerged, however, showing that CMG, on May 15, 2023,
seven (7) days before the Settlement Agreement was signed, had paid SES $16,932.84 using HFC
funds fraudulently deposited by McNair in CP’s bank account.
76. McNair’s failure to disclose the SES agreement at the time the Settlement
Agreement was entered into constituted a violation of Schedule 1 to the Summary of Terms
McNair in which McNair specifically represented she had not entered into any agreements in the
name of any of her Captivate entities ’ which did not include HFC as a party.
6
McNair’s bogus assertion that she had arrogated full control of the Festival and had diverted sponsor funds to
accounts under her control because of a concern that the Other Members were stealing from the Company was put to
lie by McNair’s actions after the signing of the Settlement Agreement. Even after the Settlement Agreement was
entered into and the escrow account established, McNair continued to engage in precisely the same behavior she had
engaged in previously, signing contracts without the approval or knowledge of the Other Members and diverting funds
to accounts solely under her control and not to the Escrow Account.
19
19 of 50
iii. McNair’s efforts to limit the Other

Members’ access to the Ticketmaster Account
77. Based upon previous revelations showing that McNair had attempted to use CMG’s
Ticketmaster and Stripe accounts to divert ticket sales to accounts in CMG’s name, the Other
Members insisted that the Settlement Agreement include provisions requiring that 1. all ticket sales
for the Festival be deposited into an Escrow Account managed by a third party and 2. they be
granted access to the account equal to that of McNair so that they could monitor ticket sales and
analytics and ensure that ticket sales were properly applied.
78. To that end, the Summary of Terms provided:
“The Ticketmaster account currently in use will continue to serve as the

ticketing platform authorized for Festival ticket sales, but administrative
and managerial access to this Ticketmaster account will be provided to
all HFC Members until July 31, 2023, and all money received from
Festival ticket sales will be deposited into the Escrow Account;”(Page
4)
79. Despite due demand and contrary to this provision in the Settlement Agreement, in
the period following the execution of the Settlement Agreement, McNair failed and refused to
provide the Other Members’ administrative and managerial access to this Ticketmaster account,
limiting them to Viewer access to the Overview page on the Ticketmaster site,
iv. McNair’s Diversion of Ticket Sales
80. Upon information and belief, McNair, acting on her own behalf and/or for CMG or
CP, and without the knowledge or authorization of the Other Members and contrary to the Sections
2.6, 4.1(B) and 6.1(A) of the Operating Agreement and the Settlement Agreement, sold tickets to
the Festival outside of the Ticketmaster account and deposited the proceeds into bank or Stripe
accounts in McNair’s and/or CMG or CP’s name.
81. Upon information and belief, at least one vendor was informed to expect between
5,000 and 7,500 people per day at the Festival, while another third party was advised that at least
20
20 of 50
1800 tickets were sold.
82. Either amount far exceeds 506, the number of tickets Ticketmaster’s viewer page
reports had been sold as of July 28, 2023.
83. McNair herself announced at an event with AMC Networks on April 18, 2023 that
AMC Networks was purchasing two (2) tickets for each attendee at the event to attend the Festival.
There were at least 300 attendees at the event.
84. Upon information and belief, none of the sale proceeds of the AMC Network Ticket
Sales or additional tickets sales effected by McNair outside the Ticketmaster account were
deposited into either HFC’s bank account or the Escrow Account.
v. Execution of Unauthorized Contracts with Booth Vendors

Diversion of Booth Fees to Accounts under Captivate’s Control
85. Part of the expected income of the Festival included fees for booth rentals by third
party operators (“Booth Operators”) to sell their products or services at the Festival.
86. Upon information and belief, McNair, acting on her own behalf and for CMG and/or
CP, entered into unauthorized contracts with Booth Operators without the knowledge or approval
of HFC or the Other Members.
87. Upon information and belief, McNair or her entities collected and diverted fees from
Booth Operators to accounts in her or CMG or CP’s name.
88. None of the fees generated from Booth Operators were deposited into the Escrow
Account, as required by the Summary of Terms.
89. Following the cancellation of the Festival, McNair informed Booth Operators to
look to HFC for repayment of their fees, despite the fact McNair or her entities collected the fees
and the contracts were unauthorized.
90. Since the cancellation of the Festival, numerous booth vendors, including but not
limited to Chef El-Amin, Kinky Taco, Dre's Ice Cream, Creole Soul, Lolo's on the Water, Butchery
21
21 of 50
& Beyond , Harlem Shake, FRAMIATI and K.D. Domoto have come forward demanding that
HFC refund booth fees and pay for costs incurred due to the same day cancellation of the Festival.
vi. Execution of Unauthorized Contracts with Festival

Equipment Rental Vendors & Service Providers.
91. Upon information and belief, McNair without HFC knowledge or approval, entered
into contracts with Equipment Rental Vendors and Service Providers as “Captivate Marketing
Group, LLC “ and/or “Captivate Productions, LLC” in an attempt to avoid the requirements of the
Operating Agreement that Company approval was required to bind HFC to third parties; and
requirements in the Settlement Agreement that required unanimous approval for all agreements.
92. Upon information and belief, several Equipment Rental Vendors and Service
Providers contacted McNair, after the cancellation of the Festival, seeking payment for services
purported to have rendered prior to the cancellation of the Festival.
93. Upon information and belief, McNair falsely advised several Equipment Rental
Vendors and Service Providers to bill HFC for payment even though none of the contracts were
approved of or executed by HFC.
94. Upon information and belief, McNair also fraudulently misrepresented to vendors
Creative Graphic Services, G2 Structures, National Construction, Rock the House Group, and
Pirate Republic among many others in emails dated Thursday August 3, 2023, after the Festival
cancellation, that ticket sales were sufficient to cover any financial deficits for the event's
production, an assertion which was false.
I. McNair’s Mismanagement of the Company Affairs

and Her Violation of the Duty of Loyalty owed to HFC
95. Apart from violating both the Operating Agreement and the Settlement Agreement
with impunity and engaging in fraud, McNair, in numerous instances, mismanaged Company
affairs, violating her fiduciary duty to the Company.

22
22 of 50
96. Almost as a rule, McNair placed her own needs and that of CMG and CP ahead of
the needs of the Company, and its sponsors, vendors and ticket buyers. Doing so resulted in the
Company running up huge financial deficits, deficits which were funded by McNair’s diversion of
sponsor fees from other festival sponsors, from ticket sales or from other sources of income.
McNair’s practice of essentially robbing Peter to pay Paul, has left the Company with a flood of
irate claimants, including, without limitation vendors and ticket buyers, coupled with a paucity of
funding to address their claims. Even though McNair and Captivate, and not HFC, are obligated to
these parties, and collected the funds which are the basis of their claims, this has not stopped
McNair from now seeking to redirect the liabilities to HFC. Indeed, McNair’s attempts to redirect
creditors to HFC, has caused HFC, and the Other Members, great reputational harm.
i. Examples of McNair’s Mismanagement and evidence

of her placing company in financial peril
a. Excessive Talent Fees to Talent Agency William Morris Endeavor
97. Upon information and belief, on or about May 19, 2023 and June 22, 2023,
respectively, McNair, using primarily sponsorship funds which she had improperly diverted to
CP’s checking accounts, initiated two wire transfers in equal $200,000 installments (totaling
$400,000) to talent management agency William Morris Endeavors.
98. Upon information and belief , the purpose of the transfers was to pay for a one-hour
performance for a music artist during the Festival on Saturday, July 29, 2023.
99. The payment of $400,000 to a single music artist for a one hour performance far
exceeded the Company’s ability to pay.
100. As of the May 19, 2023 transfer, the negotiations regarding the Settlement
Agreement were still pending and the very existence of the Festival for 2023 hung in the balance.
101. McNair’s agreement to pay excessive Talent fees of $400,000 for a single, one hour
performance, without Company knowledge or approval constituted mismanagement and a breach

23
23 of 50
of her fiduciary duty to HFC and the Other Members. To date, McNair has failed to provide a copy
of a signed contract between HFC and WME for the Talent Client fee paid of $400K as well as
copies of signed agreements for other music artists for which fees have been disbursed.
102. In general, the Talent Fees paid by McNair were disproportionate to the revenues
generated by the Festival.
b. HFC Sponsor Infiniti USA
103. McNair produced three events on behalf of Infiniti USA, a HFC Sponsor, on
October 26, 2022, November 18, 2022 and January 26,2023, respectively.
104. At the time McNair produced these events, HFC had not been in receipt of the first
sponsorship installment of $375,000 from Infiniti USA which had been due by October 15, 2022
but not remitted until January 31, 2023.
105. The events included:
a. A Book signing event for CMG relationship Larry Miller, Chairman of

Nike Jordan Brand (also HFC Strategic Advisor) held October 26,
2022;
b. A Music concert for CMG talent client Adam Blackstone held

November 18, 2022; and
c. A Music concert for CMG talent client Lil Kim at The Apollo held
January 26, 2023.
106. Upon information and belief, McNair’s motive in producing the Infiniti events were
to benefit CMG and its Talent, clients and personal relationships, not benefit HFC. Doing so
worked to HFC’s extreme financial disadvantage.
107. Budgets for these events were excessive and exceeded cash funds available at the
time, requiring the Company to deplete its existing cash reserves provided by other Sponsorship
funds to produce the Infiniti USA branded events. McNair justified the budgets for all HFC
24
24 of 50
programming because "the events were a reflection of CMG events and therefore must be produced
at a level comparable to CMG events" thereby illustrating the self-serving nature of McNair's
budgetary decisions.
108. McNair’s insistence on producing Infiniti USA branded events without adequate
funding prioritized the wellbeing of McNair’s personal relationships and clients over those of HFC,
violating her duty of loyalty to HFC. It constituted a misappropriation of sponsor funds to benefit a
CMG brand sponsor relationship.
c. Black Independence Awards
109. McNair produced the 2nd Annual Black Independence Awards (“BIA”) for HFC on
June 17, 2023 without having secured a presenting sponsor for the event. The event itself cost an
estimated $90,000. During the Settlement negotiations and prior to holding the production, the
Other Members advised McNair in writing that the Company did not approve of the production in
light of the absence of a presenting sponsor to cover the costs of the event. Without sufficient funds
to cover the production costs for the event McNair proceeded with the event’s production anyway
claiming that HFC was contractually obligated to produce the event due to the sponsorship
agreement she had executed with Shark Ninja, agreement terms she had entered into without the
Other Members’ prior knowledge or approval.
110. The BIA should not have been produced without a presenting sponsor or at least
without HFC having the contractual right to terminate its obligations in the event a presenting
sponsor was not obtained. Producing the event without adequate funding resulted in McNair
irresponsibly reducing the amount of SharkNinja's sponsorship proceeds available to contribute to
Festival production costs after taking into account the BIA’s costs.
d. Mismanagement of Booth Vendors at the Festival
111. In the leadup to the Festival, McNair provided, or caused to provide, overly
25
25 of 50
generous projections to booth vendors concerning the number of expected attendees at the Festival.
112. Upon information and belief, the booth vendors relied on these projections in order
to plan inventory and staffing.
113. Harlem Shake, a retail vendor of burgers and shakes, was one of several vendors
whom McNair contracted on behalf of HFC to provide food at the Festival.
114. Best Beverage Catering (“BBC”) is a service provider hired by McNair to manage
the vendor marketplace activation at the Festival.
115. Upon information and belief, on or about July 25, 2023, Harlem Shake, for its own
internal planning purposes, asked BBC representative Jeanette Lucero in an email dated Monday,
July 24, 2023, a copy of which was sent to Nikoa, for an estimate of ticket sales and projected
attendance at the Festival.
116. Upon information and belief, in response, McNair caused BBC to send an email to
Harlem Shake which relayed false projections by McNair that Festival would have 5,000 attendees
per day.
117. This statement was not consistent with the ticket sales reflected in Ticket Master as
of July 25th of less than 400 total tickets.
118. By email dated July 25, 2023, Nikoa asked the BBC representative to confirm the
source of her information regarding the projected level of attendees, noting that the provision of
false information to vendors regarding attendance could create financial harm to the vendors.
119. The Best Beverage catering representative failed to respond to the foregoing email
and instead re-confirmed to Harlem Shake that the 5,000 estimate for anticipated attendance was
correct.
120. Booth vendor Chef El-Amin informed Nikoa that McNair informed them in writing
to anticipate 7,500 attendees per day.
26
26 of 50
121. Upon information and belief, the vendor prepared food and staffing costs based on
this estimate, thereby increasing liability to HFC for booth vendor losses.
e. Waiting until the very morning of the Festival to Contact

Booth Vendors, Service Providers, Ticket Buyers and Talent
122. On Thursday, July 27, 2023, literally a day before the first day of the Festival,
extreme outdoor temperatures around the nation had prompted Present Biden issued a heat advisory
advising people to limit their presence outdoors.
123. Instead of cancelling the Festival immediately upon hearing of the announcement,
and without providing Musa or Nikoa advance notice, McNair waited until the very morning of the
Festival, to wit: July 28, 2023, to cancel the Festival.
124. By waiting until July 28, 2023 to cancel the Festival sufficient notice was not
provided to vendors to cancel equipment rental orders, cease food preparation or inventory
production, inform staff, and other measures that could have been taken to reduce the losses
suffered by vendors resulting from the Festival cancellation.
125. McNair caused reputational harm to the Festival by failing to promptly refund ticket
sales even though she was, upon information and belief, contractually obligated to do so under the
cancellation policies of CMG’s contract with Ticketmaster as sole User and Account Holder of the
CMG Ticketmaster site which states that:
“If insufficient funds are retained by and/or tendered to Universe to cover

any applicable refunds and related fees, Universe will refer all such refund
requests to User, and User will assume all responsibility (financial and
otherwise) for properly handling such demands.
AS AND FOR A FIRST CAUSE OF ACTION

FOR BREACH OF FIDUCIARY DUTY
(as against Defendant McNair)
126. Plaintiffs repeat and reallege paragraphs 1 through 125 of the Complaint with the
same force and effect as if set forth herein at length.

27
27 of 50
127. McNair, as a member of HFC, a member managed limited liability company, owed
fiduciary duties to the Company and the Other Members to act in the best interests of the Company
and its members. McNair breached these duties, among other ways, by:
(i) Engaging in self-dealing by diverting cash owed to HFC to accounts in the

name of McNair, and/or CMG and/or CP;
(ii) Engaging in self-dealing by diverting cash payable to the Escrow Account to

accounts in the name of McNair and/or CMG and/or CP;
(iii) misappropriating company funds by making unauthorized payments to

various persons or entities.
(iv) misappropriating Company funds by causing the deposit of funds

belonging to HFC including sponsorship funds, ticket sale proceeds, vendor
booth fees and other funds into accounts controlled or owned by CMG or
CP;
(v) diverting HFC business by entering into agreements with vendors, and
other entities on behalf of CMG or CP without the approval of HFC;
(vi) entering into unauthorized agreements without the approval of a majority

of the members of HFC:
(vii) engineering a behind the scenes takeover attempt of the business of the
Company by among other things engaging in the activities mentioned above
and in addition attempting to acquire rights to the video content associated
with the Festival, and to change over the name of the Festival and thereby
excluding HFC, and Co-Founders Nikoa and Musa from any public
representation of the event and instead representing the event as an event
owned and produced by McNair or companies in which she had an interest;
(viii) putting the Company in financial peril by operating the Company at huge
deficits;
(ix) operating the Company in an otherwise financially irresponsible manner;
(x) using sponsor funds remitted by one sponsor to pay for events benefitting
another and putting HFC at risk of liability when the Festival was cancelled;
(xi) operating the Festival and HFC events in a manner which benefited CMG
and its clients, at HFC’s expense;
(xii) producing the Black Independence Awards without a presenting sponsor to

cover the cost of the event;
28
28 of 50
(xiii) overstating the number of anticipated Festival attendees to Booth Operators,

and other vendors, increasing potential liability to third parties who may
have based their staffing and inventory requirements on McNair’s
estimates;
(xiv) upon information and belief, failing to purchase general liability and event
cancellation insurance for the Festival and/or diverting the proceeds thereof
to her own entities;
(xv) paying fees to third parties and entering into contracts with third parties
after the Company had voted to suspend all ticket sales and publicity of the
Festival; and
(xvi) attempting to divert liability from CMG and/or CP and/or herself owed to
third parties to HFC.
128. As a result of McNair’s breach of her fiduciary duties, HFC and its members have
suffered, and will continue to suffer, significant financial and reputational harm.
AS AND FOR A SECOND CAUSE OF ACTION

FOR BREACH OF CONTRACT
(as against Defendant McNair for
breaches of the Operating Agreement)
130. On December 14, 2021, Nikoa, Musa, and McNair executed the Operating
Agreement for HFC and thereby agreed to be bound by its terms, including Sections 2.6, 4.1(B)
and 6.1(A) of the Operating Agreement.
131. McNair breached the Operating Agreement by failing to abide by Sections 2.6,
4.1(B) and 6.1(A) of the Operating Agreement and by failing to provide a complete accounting.
Specifically, McNair has unilaterally acted on behalf of HFC without the approval of the other
members, entered into agreements with sponsors, vendors, talent and others, diverted cash owed to
HFC to CMG and/or CP, misappropriated HFC’s funds, and failed to document and disclose to the
Other Members her unauthorized transactions and agreements. She also acted in violation of
Section 4.1(B) of the Operating Agreement in representing or claiming to third parties that she had
29
29 of 50
the authority without the approval of the Company to “bind the Company”.
132. McNair further failed to provide a complete accounting as sought in a pre-suit
demand, in further violation of the Operating Agreement.
133. As a direct and proximate result of McNair’s breaches of the Operating Agreement,
HFC has suffered damages in an amount to be determined at trial, including but not limited to the
misappropriated funds, lost business opportunities, potential liabilities to third parties and
reputational harm caused by McNair’s actions and for attorneys’ fees and disbursements.
AS AND FOR A THIRD CAUSE OF ACTION FOR

BREACH OF CONTRACT
(as against Defendant McNair for
breaches of the Settlement Agreement)
135. On May 22, 2023, Nikoa, Musa, and McNair executed the Settlement Agreement
and thereby agreed to be bound by its terms.
136. McNair has breached the Settlement Agreement by, among other things:
a. failing to disclose on or before the execution of the Settlement

Agreement, all sponsorship, talent, and vendor agreements that
she entered into in relation to the Festival that included McNair
and/or CMG and/or CP as a party and not HFC;
b. entering into agreements without the approval of all members of

HFC for any matters pertaining to HFC, the Festival and any
assets owned by HFC for any matters pertaining to the Festival
or assets owned by HFC;
c. conducting banking transactions on behalf of HFC without the

approval of all HFC members;
d. failing to seek or obtain approval of all programming schedules,

budgets, or video content for the Festival;
e. failing to refrain from announcing any talent in any press

release until deal had been reviewed and approved;
30
30 of 50
f. failing to provide a copy of all Talent Agreements in connection

with the Festival;
g. failing to provide a complete accounting of all sponsorship

funds deposited into CMG accounts along with a ledger of
expenses;
h. failing to deposit or to cause the deposit of all monies related to

the Festival or HFC into the Escrow Account, including all
sponsorship funds received in 2023;
i. depositing monies belonging to HFC into CMG or other

accounts owned by McNair;
j. failing to provide administrative and managerial access to

CMG’s Ticketmaster account, denying Musa and Nikoa the
ability to monitor ticket sales and sales data for the Festival;
k. soliciting and collecting ticket sales outside of the Ticketmaster
Account and then depositing the ticket sales proceeds into an
account under her or CMG and/or CP’s control;
l. failing to refund ticket sales, vendor payments, booth fees,

sponsor payments and fees paid by other third parties to the
payor once the Festival was cancelled; and
m. using monies belonging to HFC, including money in HFC’s

accounts or money diverted to CMG or CP’s accounts to make
payments to third parties without the approval of all of the
members of the Company.
137. As a direct and proximate result of McNair’s breaches of the Settlement Agreement,
misappropriated funds, lost business opportunities, and reputational harm caused by McNair’s
actions and for attorney’s fees and disbursements.
AS AND FOR A FOURTH CAUSE OF ACTION FOR

SPECIFIC ENFORCEMENT OF THE OPERATING
AGREEMENT AND SETTLEMENT AGREEMENT

31
31 of 50
139. Following the cancellation of the Festival, numerous third parties have come
forward demanding that HFC pay them the fees for services rendered, or materials supplied, in
connection with the Festival.
140. Upon information and belief, at the present time this includes ticket buyers who
have not received ticket refunds.
141. At the present time, this includes Pirate Republic, G2Structures, National
Construction, Rock House Entertainment Group, Hive Entertainment, Creative Graphic Services,
Golf Cart Unlimited but additional claims are expected.
142. Upon information and belief, the current and future claimants are relying on
contracts they entered into specifically with McNair and/or CMG and/or CP which were entered
into without advance notice or approval by the Other Members or HFC.
143. In entering into contracts with sponsors, vendors or talent without advance notice
and approval by HFC and the Other Members, McNair violated Sections 2.6, 4.1(B) and 6.1(A) of
the Operating Agreement.
144. In addition, under Paragraph 6 of the Settlement Agreement, McNair is obligated to
indemnify the Other Members and hold them harmless from any liabilities to third parties
“(including reasonable attorneys’ fees and expenses) related to or arising from (A) any material
breach of this Letter Agreement by such Party, and (B) any claims by a third- party concerning
HFC and/or HFCF against the other Parties as a result of an act of, or failure to act by, a Party in
contravention of this Agreement.”
145. Upon information and belief, since cancelling the Festival, McNair, in an effort to
deflect liability from CMG and/or CP, has been asking third parties such equipment rental vendors
and service providers and other third parties to alter their original agreements and invoices with
CMG and/or CP and bill HFC.
32
32 of 50
146. By reason of the foregoing the Court should issue an order specifically enforcing the
Settlement Agreement and the Operating Agreement by directing McNair, CMG and CP to pay
these liabilities directly on or before a date certain and enjoining McNair from redirecting
claimants to HFC for payment.
AS AND FOR A FIFTH CAUSE OF ACTION FOR A DECLARATORY JUDGMENT

UNDER THE OPERATING AGREEMENT AND SETTLEMENT AGREEMENT THAT
MCNAIR IS LIABLE FOR ANY CONTRACTS SHE ENTERED INTO WITHOUT HFC
APPROVAL
148. McNair knowingly entered into agreements or effectuated transactions without the
authority or advance knowledge of HFC or the Other Members.
149. Entering into agreements or transactions without the authority or advance
knowledge of HFC or the Other Members, regardless of whether HFC was the obligated party or
not, is a violation of both the Operating Agreement and the Settlement Agreement.
150. In entering into agreements or transactions without the authority of HFC or the
Other Members as a violation of both the Operating Agreement and Settlement Agreement,
McNair became solely responsible for the obligations thereunder, including paying any debts of the
agreements, according to their terms, and refunding monies she alone collected.
151. By reason of the foregoing, plaintiffs are entitled to a judgment declaring that
McNair is solely responsible for any liability owing to third parties in connection with transactions
or contracts issued without HFC’s approval or knowledge, regardless of the name in which the
contract was signed.
33
33 of 50
AS AND FOR A SIXTH CAUSE OF ACTION FOR A DECLARATORY JUDGMENT

THAT MCNAIR, CP AND CMG ARE LIABLE TO THIRD PARTIES
FOR ANY CONTRACTS SHE ENTERED INTO IN THEIR OWN NAMES
(as against Defendant McNair), CP and CMG)
153. At some point in the process of putting on the Festival, McNair held out herself
and/or her companies as the sole owner and operator of the Festival.
154. This included presenting herself to the public as the sole owner in multiple articles
in the press and in entering into numerous contracts with third parties as the sole named party
(“Sole Name Contracts”).
155. In holding herself and/or her companies as the sole owner and operator of the
Festival, McNair, CP and/or CMG in entering into these Sole Name Contracts McNair and her
entities intended to be solely bound under the terms thereof.
156. Since McNair acted in excess of her authority under the Operating Agreement and
Settlement Agreement, and because she intended to be solely bound under the Sole Name
Contracts, she has sole responsibility to fulfill their terms, including paying contracted for debts
and refunding monies for which she or her companies may be liable after the Festival was
cancelled, in accordance with contractual terms.
157. By reason of the foregoing, plaintiffs are entitled to a judgment declaring that
McNair, CP and CMG are solely responsible for any liability owing to third parties in connection
with any transactions entered into in her or her companies’ sole name or names.
AS AND FOR A SEVENTH CAUSE OF ACTION FOR AN AWARD OF ATTORNEY’S

FEES AND DISBURSEMENTS UNDER THE SETTLEMENT AGREEMENT

34
34 of 50
159. Pursuant to Section 6 of the Settlement Agreement, McNair is contractually
obligated to indemnify HFC and the Other Members against the claims of third parties by reason of
her a. being in material breach of the Settlement Agreement; and b. in acting or failing to act in
contravention of the Settlement Agreement.
160. McNair is in material breach of the Settlement Agreement and has acted or failed to
act in violation thereof.
161. As a direct and proximate result of McNair’s breach of the Settlement Agreement
and her acting or failing to act in contravention thereof, HFC and the Other Members will be
required to incur legal fees and disbursements in order to prosecute this action in an amount to be
determined at trial.
162. By reason of the foregoing the Court should issue an order specifically enforcing
Section 6 of the Settlement Agreement by directing McNair to indemnify HFC and the Other
Members for the foregoing costs.
AS AND FOR A EIGHTH CAUSE OF ACTION FOR

BREACH OF THE IMPLIED COVENANT OF
GOOD FAITH AND FAIR DEALING
164. The Operating Agreement and the Settlement Agreement contained an implied
covenant of good faith and fair dealing, requiring each member to act in a manner consistent with
the reasonable expectations of HFC and each of the Members and to refrain from conduct that
would deprive other members of their rights and benefits under the Operating Agreement and
Settlement Agreement.
165. McNair breached the implied covenant of good faith and fair dealing by, among
35
35 of 50
other things:
(i) Engaging in a massive diversion of cash and business opportunities from HFC
to CMG and/or CP;
(ii) Operating the production of the Festival as her own private fiefdom to the
exclusion of the Other Members;
(iii) Promoting herself, her entities, and the clients of her entities at the expense
of the HFC;
(iv) Using her unauthorized control of the proceeds of the Festival to prioritize
payments to herself, her entities and the clients of her entities over for
example refunds to ticket buyers, booth vendors and other third parties,
causing reputational harm to HFC;
(v) Misappropriating HFC’s funds by making unauthorized payments to

various entities, including CMG and/or CP;
(vi) Inducing the Other Members to sign letters addressed to third parties that
stated the parties had resolved their disputes and intended to work together
to successfully complete the Festival, when in fact she had no intention of
doing so and made these representations only to allow her to continue her
fraudulent conduct and unlawful conduct;
(vii) Diverting HFC business by entering into agreements with sponsors,

vendors, and talent on behalf of CMG and/or CP without the approval of
HFC;
(viii) Failing to provide transparency, copies of agreements, and documentation

for her use of HFC funds;
(ix) Attempting to change the name of the Festival to exclude HFC and Other
Members and produce Festival as a CMG event; and
(x) Freezing the Other Members out of decision making on programming

schedules, budgets, booth vendors, talent or video content for the Festival;
(xi) Preventing the Other Members from accessing information regarding the
Festival; and
(xii) Failing to provide administrative and managerial access to CMG’s

Ticketmaster account, denying Musa and Nikoa the ability to monitor ticket
sales and analytics for the Festival.
166. By engaging in the conduct described above, McNair acted in a manner that was
inconsistent with the reasonable expectations of the Other Members, depriving them of their rights
36
36 of 50
and benefits under the Operating Agreement.
167. As a direct and proximate result of McNair’s breach of the implied covenant of
good faith and fair dealing, HFC has suffered damages in an amount to be determined at trial,
including but not limited to the misappropriated funds, lost business opportunities, and reputational
harm caused by McNair’s actions.
AS AND FOR A NINTH CAUSE OF ACTION FOR

CONVERSION
(as against Defendants McNair, CMG and CP)
169. HFC had a property right and interest in the funds that were to be received from the
sponsorship agreements, ticket sales, booth fees and other revenues of the Festival, as well as the
funds deposited and maintained in HFC's accounts.
170. On March 31, 2023, McNair, upon information and belief, acting on behalf of
CMG, wired $150,000.00 from an HFC Bank account. to “CAA Client Trust,” a talent agency.
171. Upon information and belief, the transfer was used to pay for the services of a music
artist, and a client of CAA, who had been secured for the Festival by Captivate.
172. In or about May, 2023, McNair's attorney informed HFC, prior to the execution of
the Settlement Agreement, that the CAA client and/or CAA had cancelled the contract.
173. HFC is entitled to a refund of the payment to CAA on behalf of CAA client .
174. Upon information and belief, McNair and/or CP received these funds but failed to
remit them to HFC.
175. McNair, acting on her own behalf or on behalf of CMG and/or CP, without
authorization or consent from HFC or the Other Members:
a. diverted funds owed to HFC or payable to the Escrow Account
37
37 of 50
to CMG and/or CP, including without limitation sponsor fees,

refunds of talent fees, booth fees and ticket sales; and
b. misappropriated funds from HFC’s accounts by making

unauthorized payments to various entities, including CMG
and/or CP.
176. McNair’s actions and the actions of CMG and/or CP in diverting and
misappropriating HFC’s funds or funds which were otherwise payable to the Escrow Account
constituted an act of dominion over the funds that was inconsistent with HFC’s ownership rights
and interests.
177. As a direct and proximate result of McNair and Captivate’s conversion of HFC’s
funds, HFC has suffered damages in an amount to be determined at trial, including but not limited
to the misappropriated funds and lost business opportunities caused by McNair and Captivate’s
actions.
AS AND FOR A TENTH CAUSE OF

ACTION FOR FRAUD
179. McNair, acting on her own behalf and for CMG and/or CP, knowingly made false
representations or omissions of material facts with the intent to deceive HFC and the Other
Members. These false representations or omissions include, but are not limited to:
(i) Representing that McNair, acting on her own behalf and/or for CMG or
CP, was acting on behalf of HFC in negotiating and entering into agreements with
sponsors, vendors, and talent, while in fact acting on behalf of CMG and/or CP;
(ii) Misrepresenting her authority to unilaterally act on behalf of HFC, in

violation of the Operating Agreement and the Sections 2.6, 4.1(B) and 6.1(A) of the
Operating Agreement;
(iii) Failing to disclose her diversion of cash owed to HFC to CMG and/or CP;
38
38 of 50
(iv) Failing to disclose her misappropriation of HFC’s funds by making

unauthorized wire transfers to various entities, including CMG and/or CP;
(v) Falsely representing that she or CMG possessed the right to assume
ownership of HFC’s intellectual property rights through the SES Agreement;
(vi) Falsely representing during the negotiations leading to the Settlement

Agreement and afterwards that based upon sponsorships and anticipated ticket sales that
HFC had the ability to complete the Festival;
(vii) Providing inaccurate estimates of the number of expected attendees at the

Festival to booth vendors and other service providers;
(viii) in order to induce the Other Members to enter into the Settlement
Agreement and sign letters to NYC Parks, AMC Networks and Ticketmaster that they
would work together and had resolved their disputes, falsely stating or implying by her
conduct that once the Settlement Agreement was signed, she would deal in good faith
and with full transparency with the Other Members; and
(ix) Fraudulently concealing during the settlement process leading to the

execution of the Settlement Agreement that she continued to enter into unauthorized
agreements, to divert funds from HFC to CMG and/or CP and to pay third parties, all
without authorization and contrary to her representations that she would deal with full
transparency with the Other Members in her dealings relative to the Festival.
180. HFC and its members reasonably relied upon McNair’s false representations and
omissions in the course of their dealings with her.
181. As a member of the Company and as a party to the Operating Agreement and the
Settlement Agreement, McNair had a fiduciary and contractual duty to disclose her activities.
182. As a direct and proximate result of McNair and Captivate’s fraudulent conduct,
misappropriated funds, lost business opportunities, exposure to liabilities of third parties and
reputational harm caused by McNair’s actions.
AS AND FOR A ELEVENTH CAUSE OF

ACTION FOR FRAUDULENT INDUCEMENT
(as against McNair)
183. Plaintiff s repeat and reallege paragraphs 1 through 182 of the Complaint with the
39
39 of 50
184. McNair, acting on her own behalf and on behalf of CMG and/or CP, knowingly
made false representations or omissions of material facts with the intention of fraudulently
inducing the Other Members to execute the Settlement Agreement and the Verification Letters and
from refraining from cancelling the Festival.
185. Those representations included that the parties had resolved their dispute and would
work together with complete transparency and cooperation to put on a successful Festival.
186. The Summary of Terms further recited that McNair would set forth any agreements
that included McNair or any of her Captivate entities as a party and did not include HFC in
Schedule 1.
187. In Schedule 1, McNair represented that there were no such agreements.
188. Unknown to the Other Members at the time of these representations McNair
continued to divert funds, make unauthorized expenditures and enter into unauthorized agreements,
included with the Added Sponsors, Equipment Vendors and Service Providers.
189. HFC and the Other Members reasonably relied upon McNair’s false representations
and omissions in, among other things, executing the Settlement Agreement, in signing the
Verification Letters and in refraining from cancelling the Festival.
190. McNair had a contractual and fiduciary duty to disclose her activities to the Other
Members.
191. As a direct and proximate result of McNair and CMG and CP’s fraudulent conduct,
misappropriated funds, lost business opportunities, exposure to liabilities of third parties and
reputational harm caused by McNair’s actions.
40
40 of 50
AS AND FOR A TWELFTH CAUSE OF ACTION

FOR UNJUST ENRICHMENT
193. HFC conferred a benefit upon McNair by allowing her access to HFC’s funds,
sponsorship agreements, and other resources, in the reasonable expectation that McNair would act
in the best interests of HFC.
194. McNair knowingly and willfully accepted and retained these benefits, but failed to
fulfill her obligations to HFC as a member and instead misappropriated funds, diverted cash owed
to HFC, and engaged in self-dealing to benefit Captivate.
195. As a result of McNair’s wrongful conduct, she has been unjustly enriched at the
expense of HFC and its members.
196. It would be inequitable and against principles of justice and fairness for McNair to
retain these benefits without compensating HFC for the losses it has incurred as a result of her
actions.
197. Likewise, HFC, through McNair, conferred a benefit upon CMG and/or CP by
transferring HFC funds to CMG and/or CP.
198. CP and/or CMG, through McNair, knowingly and willfully accepted and retained
these benefits, despite being aware of McNair’s obligations to HFC as a member.
199. As a result of CP and CMG’s wrongful conduct, CP and CMG have been unjustly
enriched at the expense of HFC and its members.
200. It would be inequitable and against principles of justice and fairness for CP and
CMG to retain these benefits without compensating HFC for the losses it has incurred as a result.
41
41 of 50
AS AND FOR A THIRTEENTH CAUSE OF

ACTION FOR AN ACCOUNTING
202. HFC and its members have a right to an accounting of the funds misappropriated by
McNair, as well as any undisclosed transactions, agreements, and actions taken by McNair in
breach of her fiduciary duties, of the Operating Agreement and of the Settlement Agreement.
203. Pursuant to the First Demand, HFC and its members demanded an accounting, inter
alia of:
(i) A list of talent confirmed for the Festival;
(ii) a copy of all agreements with any talent, sponsors, and/or vendors that she
entered into on behalf of HFC, including any vendor onboarding forms;
(iii) a copy of any draft or unexecuted agreement with any prospective or potential
talent, sponsors, and/or vendors;
(iv) bank statements and other documents demonstrating the amounts received
and accounts deposited from any sponsors and/or vendors;
(v) all email correspondence and draft agreements pertaining to the potential live
streaming of the July 2023 Festival;
(vi) documentation demonstrating her use of HFC funds for $427,301.75 in

expenditures, including W9s and/or invoices of contractor payees;
(vii) a list of all Advisory Board Members to HFC Music Advisory Board
appointed by her; 7
(viii) all documentation evidencing expenses for which she has been reimbursed by
HFC;
7
McNair violated the Operating Agreement by unilaterally appointing Advisory Board Members or
entering into third party agreements without approval or knowledge of the other members of Festival LLC.
42
42 of 50
(ix) any executed or draft agreements concerning the Festival to which Captivate
is a party; and
(x) any executed or draft agreements with Ticketmaster relating to the July 2023
Festival.
204. Plaintiffs were entitled to make this demand in that McNair, as a member of HFC,
had a fiduciary relationship with HFC and its members and she breached the duty inhering in such
relationship by misappropriating HFC funds, in diverting funds to CMG and otherwise in engaging
in self-dealing and violating her fiduciary duty to the Company.
205. When McNair, following the service of the demand, failed to supply the accounting,
Plaintiffs’ insisted on the inclusion of a contractual right to account in the Summary of Terms, the
latter providing:
McNair shall provide an accounting of all sponsorship funds deposited

into CMG accounts to date with a ledger of expenses transacted on behalf
of the Festival which will be provided to Evans and Jackson prior to the
transfer of the net balance to the Escrow Account.
206. Even after the execution of the settlement agreement, McNair, despite due demand,
has not fully accounted for her activities.
207. The Escrow Agent has reconciled the account and to upon information and belief
there is no net balance to be HFC and its members have an interest in the property and funds that
have been misappropriated or otherwise affected by McNair’s breach of her fiduciary duties, the
Operating Agreement, and her tortious interference with prospective economic opportunities.
208. HFC and its members lack an adequate remedy at law. An equitable accounting is
necessary to determine the full extent of McNair’s unauthorized transactions, agreements, and
actions, as well as the resulting damages and harm suffered by HFC and its members.
209. A purported representative of McNair produced a spreadsheet showing various
revenues and expenses but it is incomplete and has not been executed by McNair. In short, McNair
43
43 of 50
has neither provided the accounting demanded in the First Demand nor required under the
Summary of Terms attached to the Settlement Agreement.
210. Accordingly, HFC is entitled to an equitable accounting of McNair’s unauthorized
transactions, agreements, and actions, as well as any and all funds, property, and opportunities
affected by McNair’s breach of her fiduciary duties, and the Operating Agreement and Settlement
Agreement.
AS AND FOR AN FOURTEENTH CAUSE OF

ACTION BY THE OTHER MEMBERS FOR
BREACH OF CONTRACT
(as against McNair for violation of the Non-Disparagement
Clause contained in the Settlement Agreement)
211. Plaintiffs repeat and reallege paragraphs 1 through 210 of the Complaint
with the same force and effect as if set forth herein at length.
212. Paragraph 12 of the main body of the Settlement Agreement (the “Non-
Disparagement Clause”) provided as follows:
Non-Disparagement. Each Party agrees not to make, publish or

communicate at any time to any person or entity, including, but not
limited to, clients, advertisers, sponsors, financial contributors,
vendors or contractors of HFC or HFCF, any Disparaging (as defined
below) remarks, comments or statements concerning any of the other
Parties. For the purposes of this Section 12, “Disparaging” remarks,
comments or statements are those that impugn the character, honesty,
integrity, morality, business acumen or abilities of the individual or
entity being disparaged. Notwithstanding the generality foregoing,
this Section 12 does not apply to: (a) remarks, comments or
statements based upon facts; (b) any truthful testimony, pleading, or
sworn statements in any legal proceeding; (c) attorney-client
communications; or (c) any communications with a government or
regulatory agency.
213. Simultaneously with sending the July 15th, 2023 email, McNair sent copies of the
email to William Moran (HFC’s former counsel) (“Moran”) and Aliya Nelson, McNair’s attorney
(“Nelson”), along with Musa.
44
44 of 50
214. By email dated July 25, 2023, sent at or around 10:00 AM of that day McNair stated
to Nikoa:
Your sabotage has been noted so let’s go. It is proven the

work and sacrifice on my end. If I have to be in violation
with you to not breach contract and protect my loans I will
do that. You are a joke and never wanted to see this win. I
mean this with everything. Fuck you.
215. By email to Nikoa dated July 25, 2023 sent on or about 9:54AM of that day,
McNair stated:
Well then I will be in violation. Not when I have loans out.

You are a fraud!
216. Simultaneously with sending the two emails sent on July 25, 2023, McNair sent
copies to Musa, and Charles Berk, Gerard D’Amato and Caddie Lai, three individuals employed by
the Escrow Agent, along with Moran and Nelson.
217. Nikoa has been informed by third parties that McNair continues to perpetuate the
false narrative to brand sponsors and music/entertainment industry representatives that Musa and
Nikoa stole $250,000 from HFC funds and used this false narrative to justify her diversion of in
excess of $1.3M to her CMG or CP bank accounts.
218. McNair is in breach of the Disparagement Clause of the Settlement Agreement in
that she published or communicated to any person or entity, statements or remarks which were not
only false and untrue but impugned Nikoa’s and Musa’s character, honesty, integrity, morality,
business acumen or abilities.
219. In making these statements, McNair was aware of the falsity of these representations
and acted with actual malice.
Nikoa and Musa have suffered damages in an amount to be determined at trial, including but not
45
45 of 50
limited to the damages to her good name and reputation, and losses associated with their business.
AS AND FOR A FIFTEENTH CAUSE OF

ACTION BY THE OTHER MEMBERS FOR DEFAMATION
(as against McNair)
222. The statements set forth above were false, were published to third parties and were
made with actual malice.
223. The statements are defamatory per se in that they falsely impute criminal activity on
the part of the Other Members and tend to injure the Other Members’ trade, occupation or business,
as well as their fitness to conduct their professions.
Nikoa and Musa have suffered damages in an amount to be determined at trial, including but not
limited to the damages to her good name and reputation, and losses associated with their business,
together with punitive damages.
WHEREFORE, HFC, Musa and Nikoa respectfully request that the Court award the
following relief,
(i) on the First Cause of Action, a judgment against McNair for breach of
fiduciary duty, awarding compensatory damages in an amount to be proven
at trial, but which is no less than $200,000, together with interest;
(ii) on the Second Cause of Action, a judgment against McNair for breach of
contract, awarding compensatory damages in an amount to be proven at
trial, but which is no less than $200,000, together with interest;
(iii) on the Third Cause of Action, a judgment against McNair for breach of
contract, awarding compensatory damages in an amount to be proven at
(iv) On the Fourth Cause of Action, a judgment specifically enforcing the

Settlement Agreement by directing McNair, CMG and CP to indemnify
46
46 of 50
HFC and the Other Members to pay these liabilities directly on or before a
date certain;
(v) On the Fifth Cause of Action, judgment declaring that McNair is solely
responsible for any liability owing to third parties in connection with
transactions issued without HFC’s approval or knowledge;
(vi) On the Sixth Cause of Action, judgment declaring that McNair, CP and
CMG are solely responsible for any liability owing to third parties in
connection with contracts entered into in the names of McNair, CP and
CMG;
(vii) Awarding injunctive relief, enjoining McNair from advising third parties
who are under contract with CMG or CP that HFC is responsible for their
claims;
(viii) On the Seventh Cause of Action, a judgment against McNair awarding

compensatory damages equal to the amount of legal fees incurred in
seeking the indemnification of third party claims;
(ix) on the Eighth Cause of Action, a judgment against McNair for breach of
the implied covenant of good faith and fair dealing, awarding compensatory
damages in an amount to be proven at trial, but which is no less than
$200,000, together with interest;
(x) on the Ninth Cause of Action, a judgment against McNair, CP and CMG
for conversion, awarding compensatory damages in an amount to be
proven at trial, but which is no less than $200,000, together with interest;
(xi) on the Tenth Cause of Action, a judgment against McNair, awarding

compensatory damages in an amount to be proven at trial, but which is no
less than $200,000, together with interest and punitive damages;
(xii) on the Eleventh Cause of action, a judgment against McNair for fraud in
the inducement, awarding compensatory damages in an amount to be
proven at trial, but which is no less than $200,000, together with interest
and punitive damages;
(xiii) on the Twelfth Cause of Action, a judgment against McNair and Captivate
for unjust enrichment, awarding compensatory damages in an amount to be
proven at trial, but which is no less than $200,000, together with interest;
(xiv) on the Thirteenth Cause of Action, an order directing McNair to provide an

accounting of all unauthorized transactions, agreements, and actions taken
by McNair in breach of her fiduciary duties and the Operating Agreement
and Settlement Agreement;
47
47 of 50
(xv) on the Fourteenth Cause of Action, a judgment against McNair and for
breach of the Non-Disparagement Clause of the Settlement Agreement,
awarding compensatory and punitive damages in an amount to be proven at
(xvi) on the Fifteenth Cause of Action, a judgment against McNair for

compensatory and punitive damages in an amount to be proven at trial, but
which is not less than $200,000, together with interest; and
(xx) plaintiffs further request that the Court grant such other and further relief as
the Court deems just and proper, including but not limited to an award of
attorneys’ fees and costs incurred in connection with this action.
Dated: New York, New York

September 7, 2023
STERNBERG LAW FIRM, PLLC

Attorneys for the Plaintiff
By:
Kenneth S. Sternberg
420 Lexington Avenue

Suite 300
New York, NY 10170
212-319-0560
48
48 of 50
49 of 50
50 of 50

Harlem Festival of Culture Complaint

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Harlem Festival of Culture Complaint

Uploaded by

Copyright:

Available Formats

FILED: NEW YORK COUNTY CLERK 09/07/2023 06:43 PM INDEX NO.

SUPREME COURT OF THE STATE OF NEW YORK

HARLEM FESTIVAL OF CULTURE NYC LLC,

-against- Index No.:

attorneys, the Sternberg Law Firm, PLLC, allege as follows:

unauthorized contracts, diverted what is estimated to be in excess of $1.3M dollars to accounts

b. That she was entering into unauthorized contracts;

d. That she had been secretly attempting to divert intellectual property

f. utterly mismanaging the affairs of HFC;

g. exposing HFC to unnecessary liabilities;

h. violating the duty of loyalty she owed to the Company; and

i. damaging the Company’s reputation in the community.

forward to attending the Festival this year and in years to come.

8. McNair is an individual, upon information and belief, residing at 234 W. 148th,

9. Defendants CMG is a domestic limited liability companies formed in February

10. Defendant CP is a domestic limited liability company formed in February of

President Biden’s heat advisory issued a day earlier.

days, weeks or months later and sometimes not at all.

extravagant estimates of Festival attendees.

control as to her mere alter egos.

future, activity in relation to HFC.

establishment of a third-party managed escrow account, into which the proceeds of

B. The Operating Agreement

A. Section 2.6, which provided:

Unless expressly provided in this Agreement, no Member, acting alone, has

B. Section 4.1(B), which provided:

Unless greater or other authorization is required pursuant to this Agreement or

with respect to the matter or matters so approved. Without such approval, no

C. Section 6.1(A) which provided:

D. Section 5.1 of the Operating Agreement provided:

The Company must maintain complete accounting records of the Company’s

E. Section 10.3 stipulated that New York law would apply.

C. Examples of McNair’s Misconduct leading to the

i. Execution of unauthorized sponsor agreements coupled with

never approved by HFC in accordance with the Operating Agreement.

ii. Unauthorized Payments Made by McNair From HFC’s Bank Account

of the Other Members.

retained the proceeds.

iii. Examples of McNair’s Misappropriations of Festival Property Rights

selected sponsors and vendors on behalf of CMG.

agreement had not been executed.

D. Attempts by HFC to obtain disclosure of McNair’s activities and later to rein in

i. Request for Information

33. Nikoa reiterated this request in ensuing days.

ii. The First Demand

willingness to operate without Company approval, HFC elected to retain counsel.

the Operating Agreement.

iii. The Second Demand/Suspension of Ticket Sales and Publicity

remotely all of HFC’s demands.

announcements regarding the Festival until further notice.

her own private fiefdom.

holding of the Festival was far from a certainty.

Culture” to the “Uptown Fest”.

to trademark the name “Uptown Fest.”

exclusion of HFC and the Other Members.

Parks Department that the name change was unauthorized.

E. Parks Department, AMC and Ticketmaster require a

F. Negotiations Leading to the Settlement Agreement

through counsel, engaged in negotiations in an effort to resolve their disputes.

produce a successful event.

the 2023 Harlem Festival of Culture will be a success.”

G. The Settlement Agreement.

58. The Settlement Agreement was organized as follows:

c. a one (1) page schedule; and