First Amended Complaint

FIRST AMENDED COMPLAINT
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JAMES H. FREEMAN,ESQ.
Admitted Pro Hac Vice
JH FREEMAN LAW
3 Columbus Circle, 15
th
Floor
New York, NY 10019
Tel: (212) 931-8535 / Fax: (212) 496-5870
james@jhfreemanlaw.com

STEVE LOWE, ESQ. (Cal. Bar #122208)
LOWE & ASSOCIATES, P.C.
11400 Olympic Blvd., Suite 640
Los Angeles, CA 90064
Tel: (310) 477-5811 / Fax: (310) 477-7672
steven@lowelaw.com

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
BETWEEN THE LINES
PRODUCTIONS, LLC, a
California limited liability
company

Plaintiff,

vs.

LIONS GATE ENTERTAINMENT
CORP., a British Columbia
corporation,
And SUMMIT ENTERTAINMENT,
LLC, a Delaware limited liability
company

Defendants.

Case No. 2:14-cv-00104-R-PJW


Judge: Hon. Manuel L. Real

COMES NOW the Plaintiff, BETWEEN THE LINES
PRODUCTIONS, LLC (BTLP) a limited liability company organized


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under the laws of the State of California, by and through its
counsel, to state its causes of action in law and equity against the
Defendants SUMMIT ENTERTAINMENT, LLC (Summit) and
LIONSGATE ENTERTAINMENT CORP. (Lionsgate), and alleges as
follows:
NATURE OF THE CASE
This case is about a major Hollywood studios monopolization
(or attempted monopolization) of the derivative market for feature-
length parody of a blockbuster movie series called The Twilight
Saga (or Twilight). Defendants improperly leveraged their famous
copyright repertoire in the Twilight series to categorically exclude
BTLPs motion picture spoof Twiharder from worldwide
commercial distribution and exhibition.
Contrary to well-established legal precedent, Defendants
sought to pre-empt the fair use market for Twilight movie spoofs
by aggressively licensing its own parodies of The Twilight Saga films
(an activity referred to herein as auto-parody licensing); by
registering false trademarks with the USPTO to gain unfair
competitive advantage; and by alleging objectively baseless claims
without any intent to compromise as a means to exclude BTLPs
copyrighted content from the relevant competitive market.
As a result, Defendants have violated the Sherman Antitrust
Act, 15 U.S.C. 1, 2, California statutory law and common law
and should be appropriately condemned for engaging in
anticompetitive and predatory conduct that has caused economic
injury to BTLP and has had deleterious impact on the producers
and consumers of feature-length motion picture parodies.


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TABLE OF CONTENTS

JURISDICTION AND VENUE ............................................................................... 1

A. SUBJECT MATTER JURISDICTION ................................................................. 1

B. PERSONAL JURISDICTION ............................................................................. 1

C. VENUE ........................................................................................................... 2

PARTIES ............................................................................................................ 2

A. PLAINTIFF ....................................................................................................... 2

B. DEFENDANTS ................................................................................................. 3

PART I: THE TWILIGHT SAGA" MOVIE SERIES ................................................ 4

A. TWILIGHT BOOKS ........................................................................................... 4

B. TWILIGHT MOVIES .......................................................................................... 4

(1) Twilight (2008) .................................................................................................... 5

(2) The Twilight Saga: New Moon (2009) ................................................................. 5

(3) The Twilight Saga: Eclipse (2010) ....................................................................... 5

(4) The Twilight Saga: Breaking Dawn Part 1 (2011) ............................................... 6

(5) The Twilight Saga: Breaking Dawn Part 2 (2012) ............................................... 6

C. TWI-HARD FANATICS ................................................................................... 6

(1) Diehard Fans of The Twilight Saga .................................................................... 6

(2) Stephenie Meyers Contempt for the term Twi-hard ........................................ 7

D. TWILIGHTS CONTROVERSIAL VIEWPOINTS ................................................... 8

(1) Polarizing Opinions ............................................................................................. 8

(2) Targeting Young Children w/ Mature Adult Themes .......................................... 8

(3) Domestic Violence ............................................................................................... 8


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(4) Racial Stereotypes .............................................................................................. 9

(5) Sexual Infatuation ............................................................................................... 9

(6) Gratuitous Violence ........................................................................................... 10

E. CRITICAL REVIEWS ....................................................................................... 10

F. TWILIGHT MOTION PICTURE COPYRIGHTS .................................................... 11

PART II: DEFENDANTS AUTO-PARODY MOVIES OF
THE TWILIGHT SAGA SERIES ........................................................... 12

A. VAMPIRES SUCK (2010) .............................................................................. 12

(1) Authorization & Production Vampires Suck .................................................... 12

(2) Wide Theatrical Release Vampires Suck ........................................................ 13

(3) Public Perception of Vampires Suck as a Twilight Spoof ............................... 13

(4) Vampires Suck: An Exact Replica of The Twilight Saga ................................ 14

B. BREAKING WIND (2012) .............................................................................. 15

(1) Production Breaking Wind ............................................................................. 15

(2) Breaking Wind as a Twilight Spoof ............................................................... 16

(3) Theatrical Distribution Breaking Wind ........................................................... 16

(4) Home Video Market Breaking Wind ............................................................... 17

(5) X-Rated / Un-Rated Version (United States) ..................................................... 17

PART III: TWIHARDER: BTLPS MOVIE SPOOF ............................................. 19

A. TWIHARDER: FILM PRODUCTION ................................................................... 19

(1) Writing the Screenplay ...................................................................................... 19

(2) BTLPs Submissions to the Screen Actors Guild [February 1-2, 2010] ............. 19

(3) Filming on Location [April 16-May 16, 2010] .................................................... 20

B. TWIHARDER : MOVIE PROMO MATERIALS .................................................. 20

(1) Twiharder - the Movie Title [April 11, 2010] .................................................. 21


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(2) <twiharder.com> - Domain Registration [April 11, 2010] ................................. 21

(3) Twiharder: Movie Trailer (Are Your Ready) [July 4, 2010] ........................... 21

(4) Twiharder: Movie LOGO [July 4, 2010] ........................................................... 22

(5) Twiharder: Music Video (Im So Sexy) [July 11, 2010] ................................. 22

(6) Twiharder: Movie Trailer (Greatest Love Story) [August 4, 2010] .................. 22

(7) Twiharder: Movie Posters [August 4, 2010] ...................................................... 22

(8) Twiharder: Caf Press Account [November 2, 2010] ......................................... 23

(9) <Twiharder.com> Website Launch [December 17, 2010] ................................. 23

C. TWIHARDER COPYRIGHTS ............................................................................. 23

D. TWIHARDER AWARDS & FILM FESTIVALS ..................................................... 24

(1) Action on Film International Film Festival ......................................................... 24

(2) NYC Independent Film Festival ......................................................................... 24

E. TWIHARDERS CRITICISM / COMMENTARY DIRECTED
AT THE TWILIGHT SAGA MOVIES ................................................................... 24

(1) Caricaturing Twilights Lead Protagonists ........................................................ 25

(2) Lampooning Twilights Formulaic Plotline ......................................................... 25

(3) Parodying Twilights Melodramatic Acting and Clich Dialogue ....................... 26

(4) Mocking Twilight's Grave Sincerity ................................................................... 26

(5) Criticizing Twilights Portrayal of the Female Lead as Insecure,
Vulnerable and Lacking in Autonomous Thought ............................................. 27

(6) Ridiculing Twilights Race-Specific Objectification of Native
American Men ................................................................................................... 27

(7) Criticizing the Overwrought Celebrity Status of Twilight Lead
Teenage Actors ................................................................................................. 28

(8) Parodying Fan-Crazed Twi-Hards ................................................................. 29

PART IV: TWIHARDER VS. TWI-HARD" TRADEMARKS ............................... 30

A. BTLPS PRIOR USE OF TWIHARDER IN COMMERCE [April 11, 2010] ........... 30


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B. BTLPS FIRST USPTO APPLICATION [July 2010] ............................................ 30

(1) TWIHARDER Class 009 ............................................................................. 30

(2) No Evidence from Public Record of TWIHARD Mark ......................................... 31

C. SUMMITS SECOND-IN-TIME APPLICATION [September 10, 2010] .................. 31

(1) TWIHARD Class 025 .................................................................................. 31

(2) Summits Intent to Use Filing Basis ................................................................ 32

(3) Summits Actual Knowledge of BTLP and TWIHARDER
As of September 10, 2010 ................................................................................ 33

D. BTLPS SECOND USPTO APPLICATION [June 2011] ....................................... 34

(1) Inadvertent Termination of BTLPs First Application for Twiharder
[May 4, 2011] .................................................................................................... 34

(2) BTLPs Servicemark Application (Class 041) [June 27, 2011] .......................... 35

(3) USPTO's First Notification of Denial [October 13, 2011] .................................... 35

E. DEFENDANTS FIRST LITIGIOUS THREAT AGAINST BTLP .................................
[December 14, 2011] ...................................................................................... 35

(1) Summits Patently False Statement of Use ..................................................... 37

(2) Defendants' Request to Split the TWIHARD application into Two Parts
and for Extension to File Statement of Use .................................................... 38

(3) USPTO Registration of TWIHARD 325 ............................................................. 39

(4) USPTOs Second Denial of TWIHARDER .......................................................... 39

PART V: BTLPS PROSPECTIVE ECONOMIC RELATIONS W/ WBBD ................. 40

A. WORLDWIDE LICENSING AGREEMENT ......................................................... 40

(1) Gravitas Ventures ............................................................................................. 40

(2) Warner Brothers Digital Distribution ................................................................. 41

B. ERRORS & OMISSION (E&O) INSURANCE ................................................... 42

(1) American Entertainment Insurance (AEI) [Broker] [May 31, 2012] ............... 42

(2) Chubb Insurance [E&O Insurance Provider] ..................................................... 43


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(3) Donaldson & Callif [Fair Use Clearance Law Firm] ........................................ 43

C. DEFENDANTS SECOND LITIGIOUS DEMAND [June 27, 2012] ...................... 45

(1) Defendants Acquire Knowledge of BTLPs Deal w/ WBBD [June 11, 2012] .... 45

(2) Defendants Take Steps to Crash and Burn BTLPs Business .......................... 47

D. CHUBBS E&O POLICY ENDORSEMENT [July 3, 2012] .................................. 48

E. SUSPENSION OF DEALINGS WITH BTLP [July 17-24, 2012] ........................... 49

(1) Chubbs Policy Revocation [July 17, 2012] ....................................................... 49

(2) WBBDs Deal Suspension [July 24, 2012] ........................................................ 49

(3) Suspension of BTLPs CafePress.com Account [July 23, 2012] ........................ 50

F. LIONSGATES REFUSAL TO DEAL [September 2012] ...................................... 50

PART VI: DEFENDANTS' ANTICOMPETITIVE CONDUCT ................................... 52

A. DEFENDANTS FAILURE TO ALLEGE POTENTIAL MARKET
DISPLACEMENT IN FAIR USE ANALYSIS UNDER 107(4) ........................... 52

B. DEFENDANTS LACK OF ANY BONA FIDE INTENT TO COMPROMISE
OR SETTLE ITS SPECIOUS CLAIMS ............................................................... 55

C. DEFENDANTS FALSE CHARGE OF WHOLESALE COPYING ........................ 56

D. DEFENDANTS INVOCATION OF RELIGIOUS BELIEFS TO CENSOR
BTLPS FREEDOM OF SPEECH ...................................................................... 57

E. DEFENDANTS PATENTLY ABSURD CLAIM OF TARNISHMENT
IN LIGHT OF X-RATED BREAKING WIND ......................................................... 58

F. DEFENDANTS ADMISSION THAT TWIHARDER IS A PARODY AND THAT
DEFENDANTS HAVE A RIGHT TO MONOPOLIZE ............................................ 59

G. DEFENDANTS FALSE RELIANCE ON AN IMMATERIAL
CAFEPRESS.COM ACCOUNT THAT NO LONGER EXISTS ................................ 60

H. DEFENDANTS ATTEMPT TO SUBVERT BTLPS TRUE COMMON LAW
RIGHTS IN THE TWIHARDER TITLE ............................................................. 61

I. DEFENDANTS OVER-ACCUMULATION OF TRADEMARKS .............................. 61

J. DEFENDANTS TWO-YEAR PREDATORY DELAY BEFORE INITIATING
A FULL-ON ATTACK ........................................................................................ 63


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K. PUBLIC CONDEMNATION OF SUMMITS BAD FAITH IP ENFORCEMENT
RE: THE TWILIGHT SAGA ................................................................................ 63

PART VII: ANTITRUST-SPECIFIC ALLEGATIONS ............................................. 67

A. RELEVANT MARKETS .................................................................................... 70

1) Geographic Market ............................................................................................. 70

(2) Universal Product Market WMPI .................................................................. 70

(3) General Product Markets - A vs. B .............................................................. 71

(4) Relevant Sub-Markets - A-1 vs. B-1 ............................................................ 72

(5) Market Channels of Distribution ....................................................................... 74

B. MARKET POWER ........................................................................................... 75

(1) Defendants Power in the A-1 Submarket ......................................................... 75

(2) Defendants Power in the B-1 Submarket ......................................................... 76

C. BARRIERS TO MARKET ENTRY ...................................................................... 78

(1) Vital Access to Mainstream Distribution Channels ............................................ 78

(2) Defendants Industry Clout (or Superior Market Position) ................................. 79

(3) Deprivation of Essential Facilities .................................................................. 80

(4) The Threat of Complex Commercial Litigation ................................................... 83

D. ANTITRUST STANDING .................................................................................. 83

(1) Injury to BTLPs Business and Property ........................................................... 83

(2) Lower Output / Lack of Consumer Choice ........................................................ 84

(3) Harm to Allocative Efficiency ............................................................................ 85

(4) Supra-Competitive Prices .................................................................................. 87

(5) Quantifiable Damages ...................................................................................... 88

(6) Causation ......................................................................................................... 89

! ! !


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COUNT I: ANTITRUST VIOLATION - SHERMAN ACT, 15 U.S.C. 1
[Unreasonable Restraint on Trade] ................................................... 90

A. AUTO-PARODY LICENSING CONTRACTS ....................................................... 90

(1) Summit ! New Regency Enterprises / 20
th
Century Fox ................................ 90

(2) Lionsgate ! Fully Mooned LLC ...................................................................... 91

B. EFFECT ON INTERSTATE COMMERCE ............................................................ 91

C. UNREASONABLE RESTRAINT ON COMPETITION ........................................... 92

(1) The Nature of the Unreasonable Restraint ........................................................ 92

(2) An Evil that Threatens the Free Marketplace of Ideas ...................................... 93

(3) History of the Unreasonable Restraint .............................................................. 95

(4) The Purpose or End Sought to be Obtained ...................................................... 96

D. INJURY .......................................................................................................... 97

COUNT II: ANTITRUST VIOLATION - SHERMAN ACT, 15 U.S.C. 2
[Market Leveraging] ........................................................................ 98

A. GENERAL MARKET LEVERAGING: A B ................................................... 98

(1) Defendants A Market Power ......................................................................... 98

(2) Defendants Use of A Market Power to Foreclose Competition,
to Gain a Competitive Advantage, or to Destroy Competitors in the
Leveraged B Market ....................................................................................... 99

(3) Injury Caused by the Challenged Conduct ..................................................... 100

B. SUB-MARKET LEVERAGING: A-1 B-1 ................................................... 100

(1) Defendants A-1 Market Power .................................................................... 101

(2) Defendants Use of A-1 Market Power to Foreclose Competition,
to Gain a Competitive Advantage, or to Destroy Competitors in the
Leveraged B-1 Market .................................................................................. 101

(3) Injury Caused by the Challenged Conduct ..................................................... 103

COUNT III: ANTITRUST VIOLATION - SHERMAN ACT, 15 U.S.C. 2
[Monopolization of B-1 Market] .................................................... 104


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A. RELEVANT MARKETS & MARKET POWER .................................................... 104

B. WILFUL ACQUISITION AND MAINTENANCE OF
MONOPOLY POWER IN THE B-1 MARKET .................................................... 104

C. INJURY ........................................................................................................ 106

COUNT IV: ANTITRUST VIOLATION - SHERMAN ACT, 15 U.S.C. 2
[Attempted Monopolization of B-1 Market] ................................... 107

A. RELEVANT MARKETS & MARKET POWER .................................................... 107

B. ANTICOMPETITIVE OR PREDATORY CONDUCT ........................................... 107

C. SPECIFIC INTENT TO MONOPOLIZE ............................................................ 107

D. DANGEROUS PROBABILITY OF SUCCESS OF ACHIEVING
MONOPOLY IN B-1 MARKET ........................................................................ 108

E. INJURY ........................................................................................................ 108

COUNT V: DECLARATORY JUDGMENT
[Copyrighted Motion Pictures] ....................................................... 109

COUNT VI: DECLARATORY JUDGMENT
[Trademarks / Servicemarks] ........................................................ 111

COUNT VII: CAL. BUS. & PROF. CODE 17200 ............................................... 112

A. UNLAWFUL BUSINESS PRACTICES ............................................................. 112

B. UNFAIR BUSINESS PRACTICES ................................................................... 113

C. REMEDY SOUGHT ....................................................................................... 114

COUNT VIII: INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE ................................... 115

A. EXISTING PROSPECTIVE BUSINESS RELATIONSHIP .................................. 115

B. PROSPECTIVE BUSINESS ADVANTAGE ...................................................... 115

C. INJURIOUS INTERFERENCE ....................................................................... 116

D. WRONGFUL CONDUCT ................................................................................ 116


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E. KNOWLEDGE AND INTENT .......................................................................... 117

F. CAUSATION ................................................................................................. 118

G. DAMAGE ..................................................................................................... 118

COUNT IX: PRIMA FACIE TORT / ACTION FOR DAMAGES ........................... 119

PRAYER FOR RELIEF .................................................................................... 121

! ! !


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JURISDICTION AND VENUE
! ! !
A. SUBJECT MATTER JURISDICTION
1. Subject to BTLPs previously stated objections to
Defendants motion to transfer venue pursuant to 28 U.S.C.
1404(a), the Court has original jurisdiction over:
! Counts I-IV pursuant to 28 U.S.C. 1367(a); Sections 1
and 2 of the SHERMAN ANTITRUST ACT, 15 U.S.C. 1, 2; and under
Sections 4 and 16 of the CLAYTON ANTITRUST ACT, 15 U.S.C. 15, 26.
! Count V pursuant to the FIRST AMENDMENT to the U.S.
Constitution (Amend. I); the DECLARATORY JUDGMENT ACT, 28 U.S.C.
2201, 2202; 28 U.S.C. 1338(a); and the COPYRIGHT ACT OF 1976, 15
U.S.C. 101, et seq.
! Count VI pursuant to the DECLARATORY JUDGMENT ACT, 28
U.S.C. 2201, 2202; 28 U.S.C. 1338(a); and under the LANHAM
(TRADEMARK) ACT OF 1946, 15 U.S.C. 1051, 1065, 1119, 1125.
2. The Court has supplemental jurisdiction over BTLPs state
law claims [Counts VII-IX] pursuant to 28 U.S.C. 1367(a) because
the causes of action are so related to the claims within the Courts
original jurisdiction that they form part of the same case or
controversy under Article III of the U.S. Constitution.
B. PERSONAL JURISDICTION
3. Defendant LIONS GATE ENTERTAINMENT CORPORATION
(LIONSGATE) is a publicly traded North American company listed
on the New York Stock Exchange [NYSE: LGF] with corporate


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executive offices located within this Judicial District. [Ex. E
(BTL_000233)]
4. Defendant SUMMIT ENTERTAINMENT, LLC (SUMMIT) is
a wholly-owned subsidiary of LIONSGATE which transacts business
within this Judicial District. The interstate commerce involved by the
alleged violations of the antitrust laws were carried on, in part,
within this District and at least some of the unlawful acts described
herein were performed within this Judicial District.
C. VENUE
5. Venue is proper under 28 U.S.C. 1391(b) and (c) in this
case because Defendants LIONSGATE and SUMMIT routinely
transact business in this Judicial District and, upon information and
belief, a substantial part of the events or omissions giving rise to the
action took place within this Honorable Courts jurisdiction.
PARTIES
! ! !
A. PLAINTIFF
6. Plaintiff BETWEEN THE LINES PRODUCTIONS LLC
(Plaintiff) is a limited liability company organized under the laws of
the State of California. The company has two members.
7. Plaintiff is an independently-owned and operated
entertainment company engaged in the business of developing and
producing motion pictures for domestic and international
distribution.
8. Plaintiff is the copyright owner of a feature-length motion


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picture entitled Twiharder, Copyright Office Reg. No. PAu 3-635-415
[Ex. B (BTL_000056)]
B. DEFENDANTS
9. Defendant LIONSGATE ENTERTAINMENT CORPORATION
(LIONSGATE) is a foreign multimedia conglomerate with a U.S.
presence in motion picture production and distribution, television
programming and syndication, home entertainment, family
entertainment, digital distribution, new channel platforms and
international distribution and sales.
10. LIONSGATE is a publicly traded company on the New York
Stock Exchange.
11. On, January 13, 2012, LIONSGATE acquired and merged
with co-Defendant SUMMIT ENTERTAINMENT, LLC, a limited
liability company organized under the laws of the State of Delaware.

[next page]


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PART I
THE TWILIGHT SAGA
MOVIE SERIES
! ! !
A. TWILIGHT BOOKS
12. Twilight is a series of four vampire-themed fantasy
romance novels by American author Stephenie Meyer. [Ex. M
(BTL_000669-670)]
13. The wikipedia page for the Twilight (series) lists the genre
of the Twilight books as romance, fantasy, young-adult fiction. [Ex.
M (BTL_000669)]
14. As of the debut of the first Twilight motion picture, Meyers
four-book vampire romance series had already sold 16 million copies
and had been translated into 36 languages. [Ex. O (BTL_000745)].
15. The main plot of The Twilight Saga centers around the
lustful and eventually sexual relationship between a seventeen-year-
old girl, Bella Swan, and a male character, Edward Cullen, who is
nearly a hundred years her senior.
B. TWILIGHT MOVIES
16. The Twilight Saga is a series of five romance fantasy
films. [Ex. X (BTL_001345)]
17. In the aggregate, the five The Twilight Saga motion
pictures grossed a total of $3.34 billion at the worldwide box-office in
theatrical release. [Ex. H (BTL_000369-370)]


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(1) TWILIGHT (2008)
18. On November 21, 2008, Defendant SUMMIT released the
first installment of The Twilight Saga movies entitled Twilight, a
teen fantasy romance about vampires who attend U.S. high school
based on the best-selling book of the same name by Stephenie
Meyer. [Ex. E (BTL_000264)]
19. At the theatrical box office, the first Twilight film earned a
total of $192.8 million domestically and $392.6 million worldwide.
[Ex. H (BTL_000369-370)] In packaged home media sales (e.g., DVD),
Twilight has reportedly earned $203.7 million in sales.
(2) THE TWILIGHT SAGA: NEW MOON (2009)
20. On November 20, 2009, Defendants released the second
installment entitled The Twilight Saga: New Moon, also based on the
popular novel by Stephenie Meyer, breaking box office records in its
first weekend, grossing $142,839,137 in three days and posting the
fourth all-time best weekend box office figure. [Ex. E (BTL_000264)]
21. At the theatrical box office, The Twilight Saga: New Moon
film earned a total of $296.6 million domestically and $709.8 million
worldwide. [Ex. H (BTL_000369-370)]. In packaged home media sales
(e.g., DVD), The Twilight Saga: New Moon has reportedly earned $187
million in sales.
(3) THE TWILIGHT SAGA: ECLIPSE (2010)
22. On June 30, 2010, Defendants released the third
installment of the Twilight series entitled The Twilight Saga: Eclipse.
[Ex. E (BTL_000264)]
23. At the theatrical box office, The Twilight Saga: Eclipse film


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earned a total of $300.5 million domestically and $698.5 million
worldwide. [Ex. H (BTL_000369-370)]. In packaged home media
sales (e.g., DVD), The Twilight Saga: Eclipse has reportedly earned
$167.5 million in sales.
(4) THE TWILIGHT SAGA: BREAKING DAWN PART 1 (2011)
24. On November 18, 2011, Defendants released the fourth
installment of the Twilight series entitled The Twilight Saga: Breaking
Dawn Part 1.
25. At the theatrical box office, The Twilight Saga: Breaking
Dawn Part 1 earned a total of $281.3 million domestically and
$712.2 million worldwide. [Ex. H (BTL_000369-370)] In packaged
home media sales (e.g., DVD), The Twilight Saga: Breaking Dawn
Part 1 has reportedly earned $99.4 million in sales.
(5) THE TWILIGHT SAGA: BREAKING DAWN PART 2 (2012)
26. On November 16, 2012, Defendants released the fifth and
purportedly final installment of the Twilight series entitled The
Twilight Saga: Breaking Dawn Part Two.
27. The Twilight Saga: Breaking Dawn Part Two earned a total
of $292.3 million domestically and $829.7 million worldwide. [Ex. H
(BTL_000369-370)]
C. TWIHARD FANATICS
(1) DIEHARD FANS OF THE TWILIGHT SAGA
28. With the box-office success of the first The Twilight Saga
movie in November 2008, an intensely dedicated and loyal fan base
was highlighted by media.


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29. The most enthusiastic fans of The Twilight Saga movie
series became known in the media as Twihards.
30. Twihard is an invented word used to describe diehard
fans of Twilight [Ex. O (BTL_000757)].
31. According to the Urban Dictionary the definition of
Twihard is: Stupid obsessive people (mostly teenage girls) who are
in love with fictional characters and wouldn't know a good book if it
punched them in the face. [Ex. O (BTL_000774)]
1

32. Twi-hards are said to be overwhelmingly female [Ex. O
(BTL_000762)] and to include young adults and mothers of teens
captivated by the supernatural romance. [Ex. O (BTL_000750)].
33. Twi-hards have been described by the press as Vampire
groupies [Ex. O (BTL_000737)] and as ardent fans who turn out
en masse for midnight screenings of Twilight
34. Twi-hards will spend the winter nitpicking over details in
their new fave movie. The test of any cult hit is whether it can pull
in viewers beyond hard-core fans. [Ex. O (BTL_000754)].
(2) STEPHENIE MEYERS CONTEMPT FOR THE TERM TWIHARD
35. The term Twihard is ordinarily viewed as a derogatory
word.
36. Twihards have a passion for Stephenie Meyers
supernatural book. [Ex. O (BTL_000740-741)].
37. Stephenie Meyer, author of The Twilight Saga books, has
publicly disapproved of the official moniker of her fan base: I dont
really like Twi-Hard. It sounds awful. [Ex. O (BTL_000774)]

1
See http:www.uibanuictionaiy.com uefine.php.teim=Twihaiu


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D. TWILIGHTS CONTROVERSIAL VIEWPOINTS
(1) POLARIZING OPINIONS
38. At the height of its popularity, The Twilight Saga movie
series was a pop-culture media driven event that strongly polarized
public opinion.
39. Due to the polarizing viewpoints concerning The Twilight
Saga, as both a film series and a popular culture phenomenon, the
controversial subject matter explored by the films, The Twilight Saga
has been a constant target for parodists since its debut it movie
theaters.
(2) TARGETING YOUNG CHILDREN W/ MATURE ADULT THEMES
40. The Twilight Saga books and movies are heavily marketed
by Defendants to young teenagers and pre-teen children.
41. Despite the youthful nature of the Defendants target
market, The Twilight Saga books and movies deal with a variety of
serious and mature, adult themes including domestic violence, teen
pregnancy, drug addiction, date rape, teen infatuation, race-based
social hierarchy, revenge, murder, torture and death.
42. Defendants have described the aforementioned material
depicted in The Twilight Saga films as essential, intrinsic and well-
known [for its] wholesomeness. [Ex. A (BTL_000034)]
(3) DOMESTIC VIOLENCE
43. The Twilight Saga has been widely criticized by female
activists as promoting, normalizing and idealizing an emotionally
and physically abusive relationship that is highly demeaning to
women.


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44. The Parents Television Council have warned parents that
the relationships depicted in The Twilight Saga films reportedly meet
all fifteen criteria set by the National Domestic Violence Hotline for
being an abusive relationship. [Ex. M (BTL_000680)]
(4) RACIAL STEREOTYPES
45. Civil rights activists and academic scholars have criticized
The Twilight Saga for perpetuating one-dimensional stereotypes
about Native Americans and indigenous culture through the
depiction of the character Jacob Black as a noble savage,
bloodthirsty warrior and sexual predator.
46. There is heavy emphasis throughout The Twilight Saga
films on socio-political hierarchy and economic power based on the
characters color of skin or ethnic background rather than the
individual merits or accomplishments of the person. [Ex. R
(BTL_001052-1056)]
(5) SEXUAL INFATUATION
47. The main plot of The Twilight Saga centers around the
lustful and eventual sexual relationship between a seventeen-year-
old girl, Bella Swan, and a male character, Edward Cullen, who is
nearly 100 years her senior.
48. Despite THE TWILIGHT SAGAS purported underlying message
that promotes sexual abstinence before marriage, the irony is that
the main thrust of the motion pictures visual appeal is decidedly
sexual in nature, such that the main romantic leads spend an
inordinate amount of time in extremely close physical proximity
looking as if they are about to engage in sexual relations; only to


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then show restraint in the final moment when lust is ready to
overtake them.
(6) GRATUITOUS VIOLENCE
49. The final epic battle in the Twilight Saga: Breaking Dawn
Part 2 depicts over a dozen teenage actors being brutally decapitated
and having their headless bodies set ablaze.
E. CRITICAL REVIEWS

50. Mainstream movie critics have offered the following
opinions about The Twilight Saga film series:
! Youre going to hear a lot about Breaking Dawn 2 being
the best of the Twilight movies. Thats like saying a simple head
cold is preferable to swine flu. Peter Travers, ROLLING STONE,
Nov. 16, 2012
! Twilight: A deeply sincere, outright goofy vampire
romance for the hot-not-to-trot abstinence set. Mahohla
Dargis, NEW YORK TIMES, April 8, 2011.
! Fans of the series, which has made more than $2 billion
worldwide, will no doubt find it all terribly romantic and deeply
meaningful. The rest of humanity will remain unmoved. Clauid
Puig, USA TODAY, Nov. 12, 2012
! What remains is the total conviction that the ludicrous
scenes are dead serious and fiercely meaningful. The result is
not quite a laugh a minute. But close. Rafer Guzman,
NEWSDAY, Nov. 17, 2011


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F. TWILIGHT MOTION PICTURE COPYRIGHTS

51. Following below is Table A, which lists the copyright
registrations which Defendants allege have been infringed by
Plaintiffs copyrighted motion picture Twiharder.

TABLE A
THE TWILIGHT SAGA MOTION PICTURE COPYRIGHTS

52. #
Work Title Registration
Date
Copyright
Number
Nature
of Work
Citation
1 Twilight 2008-12-12 PA 1-
616-599
Motion
Picture
Ex. B
(BTL_000060)
2 The Twilight
Saga: New
Moon
2009-11-24 PA 1-
653-512
Motion
Picture
Ex. B
(BTL_000064)
3 The Twilight
Saga:
Eclipse
2010-07-2 PA 1-
689-175
Motion
Picture
Ex. B
(BTL_000066)
4 The Twilight
Saga:
Breaking
Dawn
2011-11-18 PA 1-
758-397
Motion
Picture
n/a
5 The Twilight
Saga:
Breaking
Dawn, Pt. 2
2012-11-13 PA 1-
812-965
Motion
Picture
n/a


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PART II
DEFENDANTS AUTO-PARODY MOVIES
OF THE TWILIGHT SAGA
! ! !
A. VAMPIRES SUCK (2010)
(1) AUTHORIZATION & PRODUCTION VAMPIRES SUCK
53. Vampires Sucks is the title of a feature-length artistic
parody of the first two installments of The Twilight Saga movie
franchise.
54. Upon information and belief, Defendant Summit conveyed
a license to production company New Regency Enterprises granting
authorization to use Defendants Twilight Saga-related copyrights
and trademarks in connection with the production of Vampires Suck.
55. Upon information and belief, Defendant Summit conveyed
a license to 20th Century Fox granting Regency Enterprises
authorization to use Defendants copyrights and trademarks in
connection with the distribution Vampire Sucks.
56. Upon information and belief, Defendants have and
continue to receive valuable consideration (e.g., royalties, licensing
fees, dividends) as a result of the international distribution of
Vampires Suck.
57. Upon information and belief, Defendants have earned
and/or received and valuable consideration (e.g., royalties, licensing
fees, dividends, bonuses, etc.) as a result of revenues generated from
the worldwide distribution, licensing and sale of the feature-length


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motion picture Vampire Sucks.
(2) WIDE THEATRICAL RELEASE VAMPIRES SUCK
58. On August 18, 2010, about two (2) months after the
release of the third The Twilight Saga installment, 20
th
Century FOX
theatrically released Vampires Sucks in the United States. The
theatrical release of the film Vampires Sucks was rated PG-13.
59. As of April 26, 2013, Vampires Suck has grossed
$80,547,866 in theatrical box office revenues. [Ex. I_BTL_000379]
(3) PUBLIC PERCEPTION OF VAMPIRES SUCK AS A TWILIGHT SPOOF
60. Vampires Suck yields top-ranking search engine results
using the google search Twilight Spoof.
61. The Wikipedia page for Vampires Suck describes the
motion picture as a 2010 vampire spoof film based on the Twilight
film series. [See http://en.wikipedia.org/wiki/Vampires_Suck]
(accessed August 7, 2014).
62. On BoxOfficeMojo.com, the film Vampires Sucks is
categorized in the genres of Comedy-Spoof and Horror Comedy.
63. Upon theatrical release of Vampires Suck in the U.S.,
major media outlets repeatedly noted that Vampires Suck was a
feature-length motion picture parody or spoof of The Twilight
Saga movie franchise.
64. BOSTON HERALD reported that Vampires Suck is essentially
a straightforward mash-up of the first two Twilight films. [Ex. I
(BTL_000418)]
65. CHICAGO TRIBUNE [described Vampires Suck as [t]he parody
of the first two Twilight movies [and as] the usual mixed bag of hits


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and misses, but with more hits than expected. For those who cant
get enough of photogenic teen vampires and werewolves, consider
this another helping, albeit basted in mockery. Ex. I (BTL_000421)]
66. LOS ANGELES TIMES reported that Vampires Suck was a
lightly regarded spoof of the movies on novelist Stephenie Meyers
blockbuster Twilight series. [Ex. I (BTL_000423)]
67. On August 18, 2010, the WASHINGTON POST reviewed
Vampires Suck stating that it involved the same writer-directors:
that have participated in an ongoing parade of movie-genre
parodies, including Scary Movie, Date Movie and Meet the Spartans
and [who] have set their comedic crosshairs on the most obvious of
targets: the hugely successful film franchise based on the equally
successful novels by Stephenie Meyer. [Ex. I (BTL_000398-99)].
(4) VAMPIRES SUCK: AN EXACT REPLICA OF THE TWILIGHT SAGA
68. As a feature-length parody, Vampire Sucks targets The
Twilight Saga franchise as the object of its ridicule.
69. Vampires Suck exhibits a virtual scene-by-scene re-
enactment of the first two The Twilight Saga films, utilizing separate
actors to lampoon the original works.
70. As reported at the time of the films theatrical release in
August 2010, Vampires Suck is
a dead-on send-up of the Twilight films . . . The parody
works because the pair [Friedberg-Seltzer] have created an
almost exact replica of the [Twilight Saga] films from setting
to actors . . . [Ex. I (BTL_000406)]

71. On August 18, 2010, the WASHINGTON POST reviewed
Vampires Suck stating that the film was predominately based on the
first two installments of The Twilight Saga movie franchise.


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The plot, for lack of a better word, is based on a pastiche of
moments from the first two Twilight films: Twilight and The
Twilight Saga: New Moon. [Ex. I (BTL_000398-99)]

72. According to the ST. PETERSBURG TIMES review of Vampires
Suck, the film enjoyed the advantage of targeting one pop culture
target rather than multiple movies:
The only surprise is that Meyer didnt receive a co-writing
credit for setting up the punch lines It helps that
Friedberg and Seltzer stick with one pop culture target this
time, unlike earlier spoofs so thinly spread among multiple
movies [Ex. I (BTL_000403)]

73. Rafer Guzman of NEWSDAY described Vampires Suck as a
spoof of the Twilight franchise, and queried How do you spoof a
self-parody? Guzman reported as follows:
Granted, the Twilight films are difficult to love. For starters,
they feel like soulless marketing ploys (though millions of
preteen girls might beg to differ) . . . [with Vampires Suck]
were limited to one film series. [Ex. I (BTL_000412)]

74. The HOUSTON CHRONICLE:
Vampire Sucks manages not a single memorable joke at the
expense of the easiest target in the world: Stephenie Meyer
fans. [Ex. I (BTL_000412)]
B. BREAKING WIND (2012)
(1) PRODUCTION BREAKING WIND
75. Breaking Wind is a feature-length comedic spoof of The
Twilight Saga: Eclipse, which is the third installment of The Twilight
Saga series. [Ex. J (BTL_000448-449; 458)]
76. Like the motion picture Vampire Sucks, Breaking Wind
predominantly targets The Twilight Saga series alone as the object of


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parody (as opposed to referencing multiple films).
77. Breaking Wind largely tracks the scenes in The Twilight
Saga: Eclipse and portrays caricatures of the various roles depicted
in the franchises third installment.
(2) BREAKING WIND AS A TWILIGHT SPOOF

78. Like Vampire Sucks, Defendants marketed and distributed
Breaking Wind to the public as a feature-length film parody and
spoof of The Twilight Saga movie franchise.
79. Movieweb.com describes Breaking Wind as a comedic
spoof based on the worldwide phenomenon, The Twilight Saga. [Ex.
J (BTL_000474).
80. Users at Amazon.com have described Breaking Wind as a
dirty spoof of those sparkly glampire movies, and a nice F-U to the
makers of Twilight and the over-obsessed psycho fans of it all. [Ex. J
(BTL_000455]
81. Defendant Lionsgate provided the following synopsis of its
film Breaking Wind, which appears on Amazon.com and the Apple
iTunes store.
From the director who brought you The 41 Year Old
Virgin Who Knocked Up Sarah Marshall And Felt Super
Bad About It comes the new wildly funny spoof of the
latest films from the TWILIGHT SAGA: NEW MOON and
ECLIPSE. Raunchy hilarity ensures when Bella's life
becomes threatened by the vengeful Victoria and her
gang of blood sucking newborns and Edward and Jacob
must put aside their differences in order to save her life.
[Ex. J (BTL_000447)]
(3) THEATRICAL DISTRIBUTION BREAKING WIND
82. On January 13, 2012, about two months after the
theatrical release of the fourth installment in The Twilight Saga


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movie series, Defendants released their own feature-length, comedic

spoof of The Twilight Saga movie franchise entitled Breaking Wind.
[Ex. J. (BTL_000440)]
83. Breaking Wind was not theatrically released in the
domestic market.
84. Between January 12, 2012 and March 22, 2012, Breaking
Wind was theatrically released in foreign markets, including Brazil,
Italy, Philippines and Singapore, reportedly earning $1,408,604 at
the foreign box office. [Ex. J (BTL_000481-484)]
(4) HOME VIDEO MARKET BREAKING WIND
85. On March 27, 2012, Breaking Wind was released direct to
the home video market in the United States by Lionsgates Home
Entertainment division, via a subsidiary of Lionsgate called
GRINDSTONE ENTERTAINMENT. [Ex. J. (BTL_000440; 478)]
86. The movie Breaking Wind is available in packaged DVD
media format at Walmart.com, which features a widescreen version
and an unrated directors cut. [Ex. J (BTL_000490)]
87. The uncut version of the motion picture Breaking Wind is
available for digital download at the Apple iTunes Store for either
Buy ($14.99) or Rent ($3.99).
(5) X-RATED / UN-RATED VERSION (UNITED STATES)
88. The international theatrical release of Breaking Wind was
purportedly Rated R.
89. The only version of the motion picture to be released to
U.S. audiences is labeled as Directors Cut / Uncensored, implying


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that the movie is not suitable for even an R-Rated audience.
90. A cursory viewing of Defendants U.S. version of Breaking
Wind (2010) reveals that Defendants auto-parody embodies X-Rated
or semi-pornographic material infused with grotesque scatological
slapstick.

[next page]


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PART III
TWIHARDER:
BTLPS MOVIE SPOOF

! ! !
A. TWIHARDER: FILM PRODUCTION
(1) WRITING THE SCREENPLAY
91. In or about November 2009, John Gearries, a principal of
BTLP, was amused to discover that his girlfriends young daughter
had became one of the legion of obsessed Twilight fans in the wake of
the record-breaking box office success of the second installment of
the series, The Twilight Saga: New Moon.
92. In or about January 2010, Gearries and his acting
colleague Christopher Sean decided to produce a zany, feature length
motion picture spoof of The Twilight Saga movies, which at that time
included only two movies: Twilight and The Twilight Saga: New Moon.
93. BTLPs decision to write and produce a feature film parody
of The Twilight Saga was made almost eight (8) months before the
theatrical release of Vampire Sucks in August 2010; and was made a
two full years before Defendants theatrical release of Breaking Wind
in January 2012.
(2) BTLPS SUBMISSIONS TO THE SCREEN ACTORS GUILD
[February 1-2, 2010]

94. On February 1, 2010, Christopher Sean, acting on behalf
of BTLP, sent the SCREEN ACTORS GUILD (SAG) eleven (11) original
audio-visual works, tentatively entitled TWILIGHT SPOOF: Between
the Lines with the [Ex. Q (BTL_000982)]


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95. On February 2, 2010, SAG requested additional
information about the TWILIGHT SPOOF project before
transmitting a copy of the SCREEN ACTORS GUILD New Media
Agreement to Mr. Friel. [Ex. Q (BTL_000983)]
(3) FILMING ON LOCATION
[April 16-May 16, 2010]

96. From April 16, 2010 through May 16, 2010, BTLP filmed
its original, full-length motion picture on location at various sites
throughout the Los Angeles, California area. Actual filming of
Twiharder was scheduled on thirteen (13) distinct dates over the
course of one month where the cast and crew worked anywhere from
8-15 hours per shooting date. [Ex. Q (BTL_000987)]
B. TWIHARDER: MOVIE PROMO MATERIALS
97. The term Movie Promo Materials is used in this First
Amended Complaint to refer to the marks that BTLP uses in
commerce for the express purpose of raising awareness about BTLPs
copyrighted motion pictures.
98. The term Movie Promo Materials is also used in this First
Amended Complaint to collectively refer to:
(i) the word Twiharder as the descriptive title of a single
creative work (the Twiharder Movie Title);

(ii) the domain name @ <www.twiharder.com> (the
<TWIHARDER> Domain Name);

(iii) the stylized font (or logo) used in connection with the
motion picture (the TWIHARDER Title Logo); and the

(iv) Twiharder Movie Posters or Graphic Photos.


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(1) TWIHARDER - THE MOVIE TITLE
[April 11, 2010]

99. On April 11, 2010, BTLP notified SAG that the title of its
film parody would be Twiharder. [Ex. Q (BTL_000985)]
(2) <TWIHARDER.COM> - DOMAIN REGISTRATION
[April 12, 2010]

100. On April 12, 2010, BTLP registered the domain name
<www.twiharder.com> via GoDaddy [Ex. D (BTL_000297)]
101. BTLP continues to maintains a website at
<www.twiharder.com> to serve as promotion for BTLPs film. [Ex. F
(BTL_000348-349)]
102. As described by BTLP on their movie page at
<www.twiharder.com>: BTLPs promotional materials and trade
dress are entirely consistent with Twiharders transparent intent to
market a comedic spoof The Twilight Saga.
If you are an intense fan of the Twilight Saga, then you have
nothing in common with the creators of "TWIHARDER"! [Ex.
F [(BTL 000320-363)]
(3) TWIHARDER MOVIE TRAILER (ARE YOUR READY)
[July 4, 2010]

103. On or before July 4, 2010, Plaintiff registered an on-line
profile at the video-sharing site www.Vimeo.com using the name of
its legal corporate identity Between the Lines Productions, LLC
(BTLPs Vimeo Site). [Ex. BB (BTL_001780-87)]
104. BTLPs Vimeo Site has been continuously published on-
line at www.vimeo.com/betweenlines since July 4, 2010. [Ex. BB
(BTL_001780-87)]


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105. On July 4, 2010, BTLP posted its first audio-visual clip to
the BTL Vimeo Site, entitled Are You Ready, which contained a
trailer of audio-visual content that would eventually be incorporated
into the final edited version of the feature-length film Twiharder. [Ex.
BB (BTL_001781-83)]
(4) TWIHARDER MOVIE LOGO
[July 4, 2010]

106. On July 4, 2010, BTLP posted the Twiharder movie logo,
which is the identical logo used in the final edited version of the
feature-length motion picture Twiharder [Ex. BB (BTL_001783)]
(5) TWIHARDER-RELATED MUSIC VIDEO (IM SO SEXY)
[July 11, 2010]

107. On July 11, 2010, BTLP first published its second audio-
visual clip to the BTL Vimeo Site, entitled Im So Sexy, which
contained an original music video featuring audio-visual content that
was shot in connection with the final edited version of the feature-
length film Twiharder. [Ex. BB (BTL_001784)]
(6) TWIHARDER MOVIE TRAILER (GREATEST LOVE STORY)
[August 4, 2010]

108. On August 4, 2010, BTLP first published its third audio-
visual clip to the BTL Vimeo Site, entitled The Greatest Love Story,
which contained a trailer of audio-visual content that would
eventually be incorporated into the final edited version of the feature-
length film Twiharder [Ex. BB (BTL_001785-86)]
(7) TWIHARDER MOVIE POSTERS
[August 4, 2010]


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109. On August 4, 2010, BTLP first published the One Sheet
(i.e., movie poster), which is the identical One Sheet used to market
the final edited version of BTLPs feature-length motion picture
Twiharder. as part of The Greatest Love Story, [Ex. BB
(BTL_001785)].
(8) TWIHARDER CAF PRESS ACCOUNT
[November 2, 2010]

110. On November 2, 2010, BTLP established an account at
<www.cafepress.com> under the username twihardermovie. [Ex.
EE_(BTL_ 001810)].
(9) <TWIHARDER.COM> WEBSITE LAUNCH
[December 17, 2010]

111. On December 17, 2010, BTLP officially launched its
website at <www.twiharder.com> which, at the time, featured all of
the same content that was (and continues to be) posted to BTLPs
Vimeo Site.
C. TWIHARDER: COPYRIGHTS
112. Following below is Table B which lists BTLPs copyright
registrations in connection with Twiharder.
TABLE B
TWIHARDER COPYRIGHTS

#
Title Registration
Date
Copyright
Number
Content Citation
1 Twiharder 2010-06-21 TXu-
001700221
Script Ex. B
(BTL_0000
48-49)


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#
Title Registration
Date
Copyright
Number
Content Citation
2 Twiharder 2012-04-09 TXu 1-817-
945
Script Ex. B
(BTL_0000
52)
3 Twiharder 2012-4-11 PAu 3-635-
415
Motion
Picture
Ex. B
(BTL_0000
56-57)
D. TWIHARDER AWARDS & FILM FESTIVALS
(1) ACTION ON FILM INTERNATIONAL FILM FESTIVAL

113. On August 22, 2013, Twiharder was selected for screening
at the ACTION ON FILM INTERNATIONAL FILM FESTIVAL in Monrovia,
California. [www.aoffest.com]. [EX. HH_BTL_001914-1919]
114. BTLPS film was nominated for awards in multiple
categories, including Best Spoof. [Ex. HH_BTL_001918]
115. Twiharder won the award for Best Special Effects and
won runner-up for Best Comedy Feature. [Ex. HH_BTL_001919]
(2) NYC INDEPENDENT FILM FESTIVAL

116. On October 19, 2013, Twiharder was selected for
screening at the NYC INDEPENDENT FILM FESTIVAL.
[www.nycindiefilmfest.com]. BTLPs film is marketed by the festival
promoters on their third-party website as The Best spoof of Twilight
ever! [www.nycindiefilmfest.com /film/twiharder]
E. TWIHARDERS CRITICISM / COMMENTARY DIRECTED
AT THE TWILIGHT SAGA MOVIES

117. At all relevant times, BTLP has transparently promoted its


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feature-length motion picture Twiharder as a parody and spoof of
The Twilight Saga motion pictures.
118. Below are examples which describe some of the elements
in The Twilight Saga that BTLPs movie spoof seeks to target as the
object of commentary or criticism.
(1) CARICATURING TWILIGHTS LEAD PROTAGONISTS

119. Twiharder parodies The Twilight Saga movies by depicting
hyper-exaggerated caricatures of the movie franchises super famous
lead actors.
120. For example, in BTLPs movie spoof, the name of Twilights
lead character Edward Cullen is spoofed as Bedford Mullen; the
Twilight character Jacob Black becomes JB Lycan; and the Twilight
character Bella Swan is caricatured as Stella Pond.
(2) LAMPOONING TWILIGHTS FORMULAIC PLOTLINE

121. Twiharder comments on The Twilight Saga works by using
the rhetorical modes of parody, travesty, mock-epic, mock-heroic
and ironic imitation to point out fundamental absurdities in
Twilights formulaic plotlines concerning love triangles, teenage
angst, dark and gloomy forest landscapes and violent scenarios
involving vampires and werewolves.
122. Twiharder lampoons the first two installments of The
Twilight Saga movies and particularly makes fun of various scenes
depicted in The Twilight Saga: New Moon, which was the last film in
the series released to the public before BTLP commenced production
on its movie spoof in the spring of 2010.


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(3) PARODYING TWILIGHTS MELODRAMATIC ACTING AND
CLICH DIALOGUE

123. Various scenes in Twiharder exaggerate the awkward lip
biting, melodramatic expressions of sorrow and incredibly long,
lustful gazes that are prevalent throughout The Twilight Saga movie
series. For example, in one of the scenes in Twiharder, Bedford
Mullen (a caricature of Edward Cullen) repeatedly says I love you to
Stella Pond (a caricature of Bella Swan) while a clock on screen
depicts the cariactures of the two romantic leads expending a
monotonous amount of time repeating the phrase I love you.
124. Twiharder also contains an imitative reference to a
memorable scene in The Twilight Saga: New Moon where Bella and
Edward are watching Romeo and Juliet in a high school classroom.
As a way of commenting on the magnetic, otherworldy appeal of the
lead Edward vampire character, Twiharder depicts a classroom
where Bedford and Stella are sharing a one-person desk and
watching a romantic movie about teenagers. Bedford locks eyes with
Stella and entrances her with his powerful gaze for an extended
period. But rather than sharing the gaze with Stella, Bedford
manages to captivate the attention of other students, followed by a
classroom teacher, and then finally, one of the fictitious actors who
appears on the classrooms television monitor.
(4) MOCKING TWILIGHTS GRAVE SINCERITY

125. The Twilight Saga movies proselytize their controversial
themes with the maximum degree of sanctimony to a largely female
teenage fanbase.


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126. The gravely serious, holier-than-thou approach taken by
The Twilight Saga movies is precisely what makes the material a
prime target for ridicule and criticism by genuine American
parodists.
127. It is precisely the contradiction between the (allegedly)
wholesome image that The Twilight Saga strains to portray and the
non-stop sexually suggestive imagery depicted in the Twilight movies
which BTLPs movie spoof ridicules with whimsical exaggeration.
128. Twiharder obviously mocks The Twilight Sagas
infatuation with sexual themes and pokes fun at the overly lustful
characters, charged dialogue and veiled mature themes.
(5) CRITICIZING TWILIGHTS PORTRAYAL OF THE FEMALE LEAD AS
INSECURE, VULNERABLE AND LACKING IN AUTONOMOUS THOUGHT

129. In The Twilight Saga movies, the main female lead Bella is
largely portrayed as a vulnerable, powerless figure who has been
hopelessly cast under the magnetic spell of Edward, a lead male
vampire who hankers after the attractive girl as his virgin bride to-
be.
130. Twiharder parodies this intense romantic interest that
Twilights Edward shows for Bella by depicting Bellas caricature,
Stella Pond, as physically unattractive. This incongruity finds
Bedford Mullen, the caricature of Edward, constantly attempting to
transform Stellas physical appearance into attributes which Bedford
finds more sexually attractive.
(6) RIDICULING TWILIGHTS RACE-SPECIFIC
OBJECTIFICATION OF NATIVE AMERICAN MEN


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131. In The Twilight Saga movies, young Native American men
are shamelessly portrayed using obsolete 19
th
century racial
stereotypes which depict a tribe of young men who are bare-
chested and physically fit but otherwise lacking in any merit-based
or intellectual attributes. [Ex. F (BTL_000338)]. Indeed, when the
young men transform into their alternative superpower forms, they
are depicted as a pack of inarticulate four-legged wolves rather than
upright standing men endowed with some key attributes of wolves.
132. Twiharder harshly ridicules the pernicious racial
stereotypes propagated by The Twilight Saga: New Moon in certain
scenes. For example, the caricature JB Lycan roams throughout the
entire Twiharder movie with his shirt off, exposing his lean body, and
acting at times as a zany minstrel wearing ridiculous looking wigs.
133. Twiharder also criticizes the one-dimensional racial
typecasting that is prevalent throughout The Twilight Saga movie
series by depicting outrageous, over the-top stereotypes of the
Latina Chica, a Black Girl, and a White Girl. [Ex. F
(BTL_000351)]
(7) CRITICIZING THE OVERWROUGHT CELEBRITY STATUS OF TWILIGHT
LEAD TEENAGE ACTORS

134. Twiharder comments on the celebrity status and
overwrought media coverage of The Twilight Sagas three primary
actors and pop culture stars: Robert Pattinson (Edward), Taylor
Lautner (Jacob) and Kristin Stewart (Bella)
135. Twiharder contains various scenes depicting movie
audiences in theaters who are commenting upon BTLPs motion


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picture as it actually unfolds during the screening. At some point,
one of the main characters steps outside of his role and interacts
with the audience, commenting: Just watch the movie. Everyone
wants to be a critic. This self-critical perspective provides a means
for direct commentary on the original Twilight Saga blockbuster
movies and further reinforces BTLPs copyrighted content as a
transformative parody.
(8) PARODYING FAN-CRAZED TWI-HARDS

136. As the movie title suggests, Twiharder comments on fan-
crazed followers of The Twilight Saga through ridiculous travesties,
artistic burlesque and ironic imitation.
137. There is a scene in Twiharder where the three main
characters are being interviewed on a talk show similar to Extra,
thereby providing an opportunity to make jokes about Twilights plot
line. After the interviews, a crowd of screaming, teenaged girls,
a.k.a. Twi-hards, beg the actors for autographed headshots. These
scenes poke fun at the fan-crazed Twi-hard base and the celebrity
culture of the teen actors depicted in The Twilight Saga.

[next page]


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PART IV
TWIHARDER VS. TWIHARD
TRADEMARKS

! ! !
A. BTLPS PRIOR USE OF TWIHARDER IN COMMERCE
[April 11, 2010]

138. On April 11, 2010, BTLP notified SAG that the title of its
film production would be Twiharder. [Ex. Q (BTL_000985)].
139. One day later, on April 12, 2010, BTLP publicly registered
the domain name <www.twiharder.com> on April 12, 2010. [Ex. D
(BTL_000206-07)].
B. BTLPS FIRST USPTO APPLICATION
[July 2010]
(1) TWIHARDER CLASS 009

140. On July 14, 2010, BTLP filed a trademark application with
the USPTO principal register, Serial No. 85084979, in International
Class 009
2
claiming to have been using the trademark TWIHARDER
since April 1, 2010. [Ex. C (BTL_000069-70]
141. BTLPs first trademark application for the mark
TWIHARDER was not submitted by an attorney-at-law and the
USPTO application contained facial errors regarding the proper
identification of goods sold. Regardless of any errors, as of the time
of BTLPs trademark application was filed, BTLP was using the mark
Twiharder in actual commerce. BTLPs use of the movie title,

2
Plaintiff's application foi the maik "Twihaiuei" was fileu by inauveitent mistake unuei the wiong
inteinational class (uu9).


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beginning in April 2010, was open and notorious and could readily
be discovered online via the registered domain name or on.
(2) NO EVIDENCE FROM PUBLIC RECORD OF TWIHARD MARK

142. As of the date that BTLP filed its trademark application for
the word mark TWIHARDER with the USPTO principal register (July
14, 2010), Summit:
(a) had NOT applied for any trademarks or
servicemarks with the USPTO bearing the
word mark TWIHARD;

(b) had NOT registered any copyrights with the
U.S. Copyright Office bearing the work title
TWIHARD;

(c) had NOT commenced selling any clothing or
other merchandise bearing the word mark
TWIHARD on CafePress.com or via any other
means.

C. SUMMITS SECOND-IN-TIME APPLICATION
[September 10, 2010]
(1) TWIHARD CLASS 025

143. On or about September 10, 2010, Defendants filed a
trademark application with the USPTO Principal Register, Serial No.
85-976-08, in International Class 025.
144. In the Class 025 application, Summit claimed that it
intended to use the mark TWIHARD in connection with the future
sale of clothing, namely: aprons, bandanas, bibs not of paper or
plastic, dresses, hooded shirts, infantwear, jackets, jerseys, leggings,
lingerie, loungewear, maternity wear, neckties, pants, ponchos,
scarves, shirts, shorts, skirts, sleepwear, socks, sweaters,


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sweatpants, sweatshirts, tank tops, track pants, tunics,
undergarments, vests, wind resistant jackets, wrap outerwear, and
mittens or gloves; belts; footwear; headwear; and wrist bands made
of cloth. [Ex. C (BTL_000110-12)]
(2) SUMMITS INTENT TO USE FILING BASIS

145. On September 10, 2010, Summit filed its application for
the TWIHARD trademark using Section 1(b) as its filing basis.
146. On its face, Summits application to the USPTO, dated
September 10, 2010, admits that Summit had not yet started
actually using the mark TWIHARD in actual commerce to denote the
source of clothing articles sold bearing the TWIHARD mark. [Ex. C
(BTL_000111)]
147. As of September 10, 2010, Summit had never used the
TWIHARD mark in actual commerce. This is because Stephenie
Meyer, the author of The Twilight Saga books, detested the term
Twihard to describe her loyal fan base. As noted in a news article
entitled Attention Twi-hards: Author thinks Twilight nickname is
awful, Ms. Meyer stated: I dont really like Twi-Hard. It sounds
awful. [Ex. O (BTL_000774)]
148. Defendants September 2010 trademark registration of
TWIHARD cannot be reconciled with the fact that Defendants consult
with Ms. Meyer on decisions regarding the Twilight Saga franchise.
David C. Friedman, the former executive vice-president and general
counsel at Defendant SUMMIT before it was formally integrated with
LIONSGATE, explained to SuperLawyer.com that Defendants had an
obligation to align Defendants interests with those of Ms. Meyer.


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The one issue you have, and its not unique to Twilight, is
when youre dealing with a book series, you have to make
sure youre on the same page as the author, he says. Its
the same issue with J.K. Rowling [and the Harry Potter
films]. We continue to have Stephenie Meyer on board. And
weve been very fortunate. [Ex. E (BTL_000282)] (emphasis
added]

149. Given Ms. Meyers intense dislike for the word Twihard
to describe her fanbase, it is implausible that Defendants, who must
ensure that they are on the same page as the author [Ms. Meyer]
would seek to associate an entire clothing line with the word
Twihard, let alone seek federal registration of such term.
150. According to ordinary usage of the term, a Twihard is
NOT the source of The Twilight Saga series but instead is used to
refer to Twilight Saga fans, who by virtue of being fans play no role in
the production or distribution of the actual The Twilight Saga motion
pictures.
(3) SUMMITS ACTUAL KNOWLEDGE OF BTLP AND TWIHARDER AS OF
SEPTEMBER 10, 2010

151. On September 10, 2010, the only reason Summit sought
to register the mark TWIHARD was because Summit had
discovered that BTLP was already using the mark TWIHARDER in
commerce to identify its Twilight movie spoof.
152. Defendants therefore had actual knowledge of Twiharder
and the Movie Promo Materials at some point before September 10,
2010, the date when Summit first applied to the USPTO for the
TWIHARD 325 mark.
153. Defendants, who have retained some of the most


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sophisticated IP enforcement lawyers in the country, could not have
plausibly applied to the USPTO for the TWIHARD 325 mark without
first conducting a Basic Word Mark Search of the Principal
Register, which is accessed on the front page of the USPTO website.
154. Within mere seconds, any basic on-line search of the
Principal Register using the search term *TWIHARD* would have
yielded the identity of BTLPs earlier-in-time TWIHARDER
application, which was still pending, and BTLPs contact information.
This exact Basic Word Mark Search is illustrated in Ex.
GG_BTL_001885-1887, which yields the record histories of
TWIHARD and TWIHARDER.
155. Trademark attorneys have an obligation to use the front
page of the USPTO website to conduct a Basic Word Mark Search
before expending the time and fees to apply for a mark.
D. BTLPS SECOND USPTO APPLICATION
[June 2011]

(1) INADVERTENT TERMINATION OF BTLPS FIRST APPLICATION FOR
TWIHARDER [May 4, 2011]

156. On May 4, 2011, Plaintiffs first application for the
TWIHARDER mark under Class 009 was deemed abandoned. [Ex.
C. (BTL_000070)]. This ruling issued largely because BTLP had not
retained a qualified attorney to handle the USPTO application and
registration process.
157. BTLP thereafter retained a qualified trademark attorney to
assist in its efforts to protect its movie title Twiharder.


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(2) BTLPS SERVICEMARK APPLICATION (CLASS 041)
[June 27, 2011]

158. On June 27, 2011, BTLPs trademark counsel filed a
second application with the USPTO, Serial No. 85357228, in
International Class 041 using the word mark (standard character)
TWIHARDER.
159. BTLPs second application claimed first use and first use
in commerce as of April 11, 2010 in connection with Entertainment
in the nature of a series of short films and feature films. [Ex. C
(BTL_00083-84)]
(3) USPTOS FIRST NOTIFICATION OF DENIAL
[October 13, 2011]

160. On October 13, 2011, the USPTO notified Plaintiff that its
application for the TWIHARDER servicemark had been denied on
several grounds, including that the filing date of pending
Application Serial No. 85128736 [Defendants TWIHARD 325 mark]
precedes applicants filing date. [Ex. C (BTL_000099)].
161. The USPTO failed to explain to BTLP how a servicemark
applied for by BTLP under Class 041 could possibly conflict with a
trademark applied for by Defendants under Class 025.
E. DEFENDANTS FIRST LITIGIOUS THREAT AGAINST BTLP
[December 14, 2011]

162. On November 22, 2011, BTLPs trademark attorney e-
mailed Defendants IP Enforcement Counsel. [EX. EE (BTL_001813)]
My name is Amy Wright, and I represent Between the Lines
Productions, LLC, the owner of US trademark Application
Serial No. 85357228 for the mark TWIHARDER in connection
with "entertainment in the nature of a series of short films and


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feature films."

I note that you are the attorney of record on the TWIHARD
trademark application No. 85128736 in connection with a
variety of apparel items. Your client's TWIHARD application
was recently cited against my client's application to register
TWIHARDER in the United States Trademark Office.

Significantly, please note that my client has been using its
TWIHARDER trademark since at least as early as April,
2010, about 5 months prior to the date your client's ITU
application was filed. As such, our client may be in a
position to petition to cancel your client's future TWIHARD
registration based on its seniority. We would however
simply like to obtain a consent to register our US
trademark Application Serial No. 85357228 for the mark
TWIHARDER.

163. On December 14, 2011, Defendants IP Enforcement
Counsel returned BTLPs e-mail and issued a litigious threat. [Ex.
EE (BTL_001812)]
We have reviewed your correspondence of November 22,
2011 and discussed the same with our client, Summit
Entertainment, LLC (Summit), the producer of the
Twilight series of movies

As set forth in the [USPTO] office action refusing
registration of your client's TWIHARDER application, the
TWIHARDER mark is likely to be confused with Summit's
prior application to register TWIHARD. You essentially
admit as much in your November 22 email, and a review of
your client's application to register TWIHARDER and
<www.twiharder.com> website confirms the same, namely,
that the TWIHARDER mark is derived from the TWIHARD
mark and the Twilight Motion Pictures.

Consequently, Summit demands your clients immediate
abandonment of its TWIHARDER application and
agreement not to seek registration of the same or a similar
mark in the future. If, in fact, your client does not abandon
its TWIHARDER application and the application is
eventually published for opposition, Summit will oppose
your client's application on the grounds that it is likely to


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cause confusion with and dilution of its TWILIGHT and
TWIHARD marks, and draws a false suggestion of a
connection or association with the Twilight Motion
Pictures. Likewise, Summit will file counterclaims as
applicable in the event your client seeks cancellation of
Summits eventual TWIHARD registration.

Finally, Summit reserves all of it rights and remedies
related to your client's unauthorized use of the
TWIHARDER mark in commerce and registration of the
<www.twiharder.com> domain name.

F. SUMMITS FALSE REPRESENTATION TO THE USPTO RE:
TWI-HARDS INITIAL USE IN COMMERCE
[December 14, 2011]
(1) SUMMITS PATENTLY FALSE STATEMENT OF USE

164. USPTO records reveal that for a period of 460 days,
measured from the date of Summits first ITU application (9/10/10)
through December 14, 2010, the TWIHARD applications Goods and
Services Classification was listed as follows: First Use Date: NONE;
First Use in Commerce Date: NONE. [Ex. GG_BTL_001889;
BTL_001892].
165. On December 14, 2011 - the exact same date when
Summit responded to BTLPs counsels assertion that its mark
TWIHARDER had been in actual commerce a full five (5) months
prior to Summits 9/10/10 ITU application Summit filed a patently
false Statement of Use Under 37 C.F.R. 2.88 in which it flagrantly
backdated the First Use date, misrepresenting as follows:
Applicant first used the mark [TWIHARD] at least as early
as September 22, 2008, and first used the mark in interstate
commerce at least as early as September 22, 2008. The mark
is still in use in commerce. [GG_Ex._BTL_001897]

166. Summits fraudulent submission to the USPTO was a


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transparent attempt to foreclose BTLP from using Twiharder and
provides solid evidence of Defendants anticompetitive intent.
167. Included with Summits fraudulent Statement of Use
was an unsworn declaration from Summits Chief Financial Officer,
Ronald Hohauser, stating that to the best of his knowledge and
belief, no other person, firm, corporation, or association has the right
to use said mark in commerce, either in identical form or in such
near resemblance thereto. [Ex. GG_BTL_001898]
168. One set of specimens that Summit submitted with the
false Statement of Use consisted of graphics or Photoshop designs
of T-shirts and aprons bearing the TWIHARD. There is no evidence
that these shirts and aprons were being sold in interstate commerce
as of September 2008 [Ex. GG_BTL_001900-01]
169. A second set of specimens submitted with the Statement
of Use depict made-to-order T-shirts, sweatshirts and hats allegedly
bearing the TWIHARD mark on CafePress.com as of 2011. [Ex.
GG_BTL_001902-03]
(2) SUMMITS REQUEST TO SPLIT THE TWIHARD APPLICATION INTO TWO
PARTS AND FOR EXTENSION TO FILE STATEMENT OF USE

170. On December 14, 2011, Defendants also filed a request
with the USPTO for a six-month extension of time to file the
Statement of Use under 37 C.F.R. 2.89 up to and including June
21, 2012.
171. In its 12/14/11 request to the USPTO, Defendants stated
that:
Applicant's ongoing efforts to make use of the mark in
commerce on or in connection with those goods identified


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in the Notice of Allowance in this application has not
commenced due to product research and development,
market research, and promotional activities. [Ex. C
(BTL_000115-16)]
(3) USPTO REGISTRATION OF TWIHARD 325

172. On March 6, 2012, the USPTO registered Defendants
trademark TWIHARD in purported connection with Defendants sale
of clothing, namely aprons, hooded shirts, jackets, jerseys,
loungewear, maternity wear, maternity shirts, shirts, sweatshirts,
tank tops, wind resistant jackets, footwear, headwear since
September 22, 2008. [Ex. C (BTL_000109)].
(4) USPTOS SECOND DENIAL OF TWIHARDER

173. May 25, 2012, the USPTO issued a written notice to
Plaintiff advising that its applied-for servicemark for TWIHARDER,
had been Abandoned/Cancelled in FULL Application Refused
(05/21/2012) on grounds that Another company [Defendants] has
filed an application to register a similar name, claiming the exclusive
right to use the name. [Ex. C (BTL_000106)]

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PART V
BTLPS PROSPECTIVE ECONOMIC RELATIONS
WITH WARNER BROTHERS DIGITAL DISTRIBUTION

! ! !

A. WORLDWIDE LICENSING AGREEMENT
(1) GRAVITAS VENTURES

174. Gravitas Ventures (Gravitas) specializes in the
aggregation of entertainment content for worldwide distribution via
established and evolving platforms in cable Video on Demand (VOD),
broadband, mobile and airline/hospitality industries. [Ex. S
(BTL_001081)]
175. Gravitas partners Warner Brothers Digital Distribution
(WBDD) to position the projects of independent producers, in the
home video market, particularly the Video-On-Demand (VOD)
markets (Cable / Satellite / IPTV) such as Verizon Fios, Time Warner
Cable, Direct TV, Comcast, Rogers, Cablevision, Dish Network, AT&T,
Cox and Charter. [Ex. S (BTL_001084)]
176. Gravitas also provides independent film producers access
to on-line VOD providers such as Netflix, PS3, Amazon Video, Apple
iTunes, Xbox 360, CinemaNow, Wii, and Walmart Vudu. [Ex. S
(BTL_001084)]
177. Gravitas provides distribution access to up to 100
million+ cable, satellite, hotel, airline & online PPV/VOD consumers
[Ex. S (BTL_001085)] and over 1 billion homes worldwide. [Ex. S
(BTL_001101)]


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(2) WARNER BROTHERS DIGITAL DISTRIBUTION

178. On March 16, 2012, BTLP initiated contact with Gravitas
via e-mail in which it clearly describes Twiharder as a parody of
Twilight. [Ex. S (BTL_001111)]:
Between the Lines Productions has recently finished our
newest feature film Twiharder, a parody of Twilight. For
more information and trailers please visit the movie's
website at www.twiharder.com. Twiharder is a SAG Feature
Film with a talented cast and hilarious content. The
executive producers are actively searching for a distributor.
If interested in viewing the feature film Between the Lines
Productions is happy to send a hard copy via U.S. mail to
your acquisitions department for consideration.

179. On March 23, 2012, Gravitas wrote to BTLP, indicating
that it was interested in screening the Twiharder film with the intent
to consider it for distribution to 1 billion homes. [Ex. S (BTL_001108;
112-13)]:
Gravitas Ventures is potentially interested in licensing
TwiHarder to its North American clients for the following
media: cable video on demand (VOD), satellite pay per view
(PPV), hotel pay per view, internet video on demand (IVOD),
and electronic sell through (EST). Strategically, we believe
there may be a great opportunity with this film through our
partner Warner Brothers Digital Distribution (WBDD), as
we work closely with them on many high quality new
release films.

180. On April 10, 2012, GRAVITAS indicated that it was
interested in pitching Twiharder to Warner Brothers Digital
Distribution (WBDD). [Ex. (BTL_001115)]
181. On April 11, 2012, Gravitas indicated that it would send a
license agreement to Plaintiff ASAP and that it was intending to
pitch Twiharder to WBDD on April 19, 2012. [Ex. (BTL_001117-18)]
182. On April 12, 2012, Gravitas e-mailed Plaintiff its standard


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license agreement. [Ex. (BTL_001119-)]. The terms of the proposed
agreement indicated that the territory for distribution would be
worldwide. The rights licensed would include:
Exclusive Transactional VOD Rights, Subscription VOD
Rights, Ad-sponsored VOD Rights, PPV Rights, Hotel VOD
Rights, MOD Rights, Airline Rights, Cruise Ship Rights,
Military Base Rights, Maritime Rights, Wireless Rights,
Non-Theatrical Rights and Incidental Rights (as defined in
the License Agreement Standard Terms and Conditions).

183. On April 25, 2012, Gravitas indicated that it had
distributor affiliations interested in considering Twiharder for release
on packaged media such as DVD. [Ex S. (BTL_001136)]
184. On May 2, 2012, Gravitas indicated that it would pitch
Twiharder to WBBD for release in September 2012. [EX S.
(BTL_001139)]
B. ERRORS & OMISSION (E&O) INSURANCE
(1) AMERICAN ENTERTAINMENT INSURANCE (AEI) [BROKER]
[May 31, 2012]

185. Errors and omission (E&O) insurance is professional
liability insurance that protects companies and individuals against
claims arising out of inadequate work or negligent actions.
186. As part of the WBBD Licensing Agreement, BTLP was
required to obtain E&O insurance in connection with the worldwide
distribution of Twiharder in the WMPI.
187. On May 31, 2012, BTLP submitted its application to an
insurance brokerage agency called American Entertainment
Insurance (AEI). [Ex. T (BTL_1160-1161)]


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(2) CHUBB INSURANCE
[E&O Insurance Provider]

188. On June 4, 2012, AEI provided BTLP with an E&O quote
from Chubb Insurance (Chubb) for one-year and three-year
insurance policies. [Ex. T (BTL_001163)]
189. On June 5, 2012, AEI indicated that the Chubb
Underwriter is also requesting to review a Legal Opinion Letter
regarding the Fair Use Doctrine. This document is needed Prior to
Binding the Policy. [Ex. T (BTL_001169)] AEI also wrote that: All
Insurance Carriers will Require the Legal opinion Letter due to the
nature and subject matter of your film. [Ex. T (BTL_001188)]
(3) DONALDSON & CALLIF
[Fair Use Clearance Law Firm]

190. On June 8, 2012, as required by AEI, BTLP retained the
Los Angeles-based IP law firm of DONALDSON & CALLIF (DONALDSON)
to draft a Fair Use Legal Opinion letter.
191. The Donaldson firm enjoys a solid reputation as a
specialist in the area of obtaining Fair Use clearance for producers
of entertainment content.
192. The Donaldson firm has maintained a long-term attorney-
client relationship with both Defendants in this action, Summit and
Lionsgate.
193. In prior matters, both Summit and Lionsgate retained the
Donaldson firm to obtain E&O Insurance or Fair Use clearance for
their motion picture and television projects.
194. The Donaldson firm provided Fair Use legal clearance


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services for Defendant Lionsgate in connection with Breaking Wind
(2012).
195. At the time BTLP retained the Donaldson firm in June
2012, BTLP had no knowledge of the fact that the Donaldson firm
maintained an attorney-client relationship with Summit and
Lionsgate.
196. On June 11, 2012, BTLP informed Gravitas that it had
retained a transactional attorney to provide a fair use clearance
letter for Twiharder.
Once we have the fair use clearance letter we can then
obtain E&O insurance and would be comfortable signing
the agreement. Christopher and I dont want to have any
problems obtaining the deliverables after signing the
agreement and its possible obtaining the fair use letter
from the law firm could delay this. If the law firm we hired
believes we should alter or remove anything from the film
then we would have to create the deliverables all over again
which we want to avoid at all costs.

Immediately after we have the fair use clearance letter we
are happy to sign, obtain the deliverables and E&O
insurance. [EX. S (BTL_001150)]

197. On June 15, 2012, the Donaldson firm provided a
preliminary Opinion Letter to BTLP, ccd to AEI, concerning the film
Twiharder indicating that the primary purpose of the Fair Use
opinion letter is so that you may obtain fair use coverage under your
E&O Policy. [Ex. A (BTL_00001)] (emphasis added)
Twiharder lampoons the Twilight saga, specifically
characters, scenes and dialogue from the films Eclipse and
New Moon. The Picture also parodies the celebrity status
and personalities of the lead actors of the Twilight saga
through humor, satire and ironic imitation. You do not
have releases from the actors or written permission from
the copyright owner for any characters of the Twilight saga.


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We are of the opinion that the use of all unlicensed,
copyrighted materials from the Twilight saga fall within the
parameters of the fair use laws and therefore constitute fair
use.

198. On June 18, 2012, AEI relayed the response to the
DONALDSON firms Fair Use Legal Opinion from Chubbs
Underwriter, indicating that:
The opinion letter looks favorable. However, to really feel
comfortable with the fair use we would like to see the
attorney analysis that outlines the reasons why this falls
into fair use. [Ex. T_(BTL_001194)]

199. On June 20, 2012, AEI informed BTLP that based on the
nature of this production, for Chubb to be more comfortable with
this risk, they would like to see the attorneys analysis to confirm
they have satisfied the criteria for fair use. [Ex. T_001199]
200. On June 21, 2012, Gravitas e-mailed BTLP stating:
Ideally, WB will be most interested in the film for Oct. or Nov. [2012]
to coincide with the new Twilight movie. [Ex. S. (BTL_001151)]
201. On June 28, 2012, at the request of AEI and CHUBB, the
DONALDSON law firm provided a follow-up Legal Opinion Letter to
BTLP concerning the film Twiharder after reviewing a final cut of
Twiharder on DVD. The Donaldson firm concluded that the use of
all unlicensed, copyrighted materials from the Twilight Saga fall
within the parameters of the fair use laws and therefore constitute
fair use. [Ex. A (BTL_000009-10)] (emphasis added)
C. DEFENDANTS SECOND LITIGIOUS DEMAND
[June 11-June 27, 2012]
(1) DEFENDANTS ACQUIRE KNOWLEDGE OF BTLPS DEAL W/ WBBD
[June 11, 2012]


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202. On June 11, 2012, VARIETY magazine, the WMPI trade
publication, published a news article entitled Twiharder eyes
distribution. The article reported that BTLP was seeking distribution
of Twiharder. Variety describes Twiharder as a spoof on the Twilight
franchise, and a full-fledged indie feature budgeted at $300,000
that was being positioned in the market to capitalize on the release
of The Twilight Saga: Breaking Dawn Part 2 on November 16, 2012.
[Ex. D (BTL_000226-232)
203. As a result of the VARIETY magazine article, dated June 11,
2012, Defendants conducted further diligence and discovered that
BTLP had secured a worldwide distribution licensing deal with
WARNER BROTHERS DIGITAL DISTRIBUTION to distribute Twiharder.
Defendants therefore learned that WBBD planned to release
Twiharder to the worldwide distribution and exhibition markets
around the same time as the scheduled theatrical release of The
Twilight Saga: Breaking Dawn, Part 2.
204. On June 13, 2012, two days after the VARIETY magazine
article about Twiharder was published, Defendants ramped up its
anticompetitive conduct by requesting a second extension with the
USPTO to file a Statement of Intended use for its TWIHARD 325
mark, which, more than two years after BTLP began using
TWIHARDER in actual commerce, had yet to use the TWIHARD mark
in actual commerce. [Ex. EE (BTL_1849)]
205. Defendants Lionsgate and Summit routinely conduct
business with both WBBD and Gravitas.


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(2) DEFENDANTS TAKE STEPS TO CRASH AND BURN BTLPS BUSINESS
[June 27, 2012]

206. On June 27, 2012, Defendants transmitted an objectively
basis cease-and-desist letter to BTLP alleging that BTLPs feature
film Twiharder and its movie promotional materials constituted
trademark infringement, copyright infringement, false designation of
origin, and dilution of [Defendant] Summits intellectual property
derived from the Twilight motion pictures. (the 6/27/12 C&D
Notice) [Ex. A (BTL_000004-7)]
207. In the 6/27/12 C&D Notice, Defendants alleged a stream
of broad-sweeping, generic and conclusory allegations based on
objectively baseless copyright and trademark claims.
208. In their 6/27/12 demand for destruction of BTLPs
business, Defendants alleged the following materials to be infringing:
(a) the movie title Twiharder in connection with
BTLPs feature-length motion picture parody
(which had previously been copyrighted with the
U.S. Copyright Office with the work title
Twiharder); [Ex. B (BTL_000046)]

(b) the graphic logo used by BTLP to identify the
motion picture Twiharder; [Ex. F (BTL_000363)]

(c) the DVD / movie poster artwork and other
graphic and photographic images prepared by
BTLP to identify the copyrighted motion picture
Twiharder and Between the Lines Productions as
the source of the motion picture [Ex. F
(BTL_000336-341)]; and

(d) BTLPs registered and fully functional web
domain (www.twiharder.com) [Ex. F (BTL_000348-


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359)]

209. In the 6/27/12 C&D Notice, Defendants demanded
nothing less than the complete and total destruction of BTLPs
business and the forfeiture of all of its tangible and intangible assets.
D. CHUBBS E&O POLICY ENDORSEMENT
[July 3, 2012]

210. On June 30, 2012, BTLP e-mailed Gravitas indicating that
their attorneys fair use letter was sent to Chubb E&O Insurance.
[Ex. S (BTL_001152)]
211. On July 2, 2012, Gravitas wrote that if all goes well with
Chubb, etc., well be able to present Twiharder to WBDD for a
possible November release. This could be extremely well-timed with
the release of the last TWILIGHT film coming out on November 16
th
.
[Ex. S. (BTL_001152)]
212. On July 3, 2012, BTLP transmitted the Chubb E&O policy
quote to Gravitas, which confirmed that the insurance policy would
be fine and that we should be good to go then. [Ex. S
(BTL_001153-54)]
213. On July 3, 2012, AEI e-mailed BTLP and the DONALDSON
firm indicating that Chubb has agreed to add the fair use
endorsement. [Ex. A (BTL_001213)] (emphasis added).
214. At the time of Chubbs approval of BTLPs fair use
endorsement on July 3, 2012, Chubb had not yet been notified of the
Defendants 6/27/12 Cease-and-Desist Letter.
215. On July 12, 2012, the DONALDSON firm responded to
Defendants 6/27/10 letter, denying the allegations of copyright and


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trademark infringement and stating that Defendants purported legal
claims were without merit based on fair use. [Ex. A (BTL_000012)]
216. The DONALDSON firm also transmitted Defendants
6/27/12 C&D letter to Chubb.
E. SUSPENSION OF DEALINGS WITH BTLP
[July 17-24, 2012]

(1) CHUBBS POLICY REVOCATION
[July 17, 2012]

217. On July 16, 2012, AEI notified BTLP and the DONALDSON
firm that CHUBB had decided to withdraw its offer to provide E&O
insurance for the Twiharder film.
218. On July 16, 2012, AEI notified BTLP that If Chubb
declined, there is a strong possibility that all the other E&O Carriers
may decline as well. [Ex. T (BTL_001266)]
(2) WBBDS DEAL SUSPENSION
[July 24, 2012]

219. On or about July 16, 2012, BTLP notified Gravitas that
Chubb had withdrawn its E&O insurance.
220. On July 24, 2012, at 10:32 a.m., Gravitas indicated that
after communicating with WBBD, Gravitas had decided to cancel the
distribution deal negotiations with BTLP. [Ex. S (BTL_001156)]
221. On July 24, 2012, at 11:45 a.m., BTLP inquired whether
WBBD / Gravitas could move forward with distributing Twiharder if
Plaintiff was able to obtain E&O insurance from another carrier.
Legal counsel for WBBD / Gravitas responded in the negative:
At this point, I dont think we [WBBD/Gravitas]


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can do it. Weve been involved in situations such as this in
the past where a large studio has leaned on our distribution
partners to take down a particular film, even if the legal
justification for doing so is very disputable. [Ex. S
(BTL_001157)] (emphasis added)

222. On July 24, 2012, at 12:19 p.m., BTLP asked whether
WBBD/Gravitas would be interested in distributing the film if BTLP
were able to obtain some sort of retraction letter from Summits
counsel. Gravitas responded:
Yes, wed definitely reconsider if you obtained that. We
want to avoid a situation in which you incur delivery costs,
we put the film out in the VOD market, then a host of
cease-and-desist letters from [Defendant] Summit prompt
the various platforms to take the film down. [Ex. S
(BTL_001157-58)]

(3) SUSPENSION OF BTLPS CAFEPRESS.COM ACCOUNT
[JULY 23, 2012]

223. On July 23, 2012, BTLP received notice from
CafePress.com (Content Usage Policy Dept) that BTLPs account had
been disabled on grounds that BTLPs made-to-order CafePress.com
site was allegedly not in compliance with CafePress.coms policies.
The shutdown of BTLPs CafePress.com account was orchestrated by
Defendants within a month of sending their 6/27/12 C&D Letter.
E. LIONSGATES REFUSAL TO DEAL
[September 2012]

224. In addition to Defendants sham C&D tactics which
caused key market players in the WMPI to terminate or suspend
their economic relations with BTLP, Defendant Lionsgate also
refusing to deal with BTLP directly.


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225. Grindstone Entertainment Group, LLC (Gridnstone) is a
department or division of Defendant Lionsgates Home
Entertainment division and/or a wholly owned subsidiary of
Lionsgate that functions as a mere instrumentality or agent of
Lionsgates distribution business in the WMPI. [Ex. E
(BTL_000241)]
226. On September 28, 2012, at 10:20 a.m., BTLP e-mailed
Ryan Black, the Director of Acquisitions & Development for
Grindstone, with the express intention of pitching Twiharder to
Defendant Lionsgate for distribution through Grindstone.
227. BTLP described its motion picture as a parody of
Twilight, and stated that Twiharder is an ideal fit for the Lions Gate
family. BTLP further requested a formal meet-and greet with Mr.
Black to present a screening of Twiharder and supporting press
materials.
228. About 25 minutes after the transmission of BTLPs initial
e-mail to Defendant Lionsgate, Mr. Black responded: Thanks for the
follow-up email. We must respectfully hold to our initial Pass on the
film. We wish you the best of luck with the release


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PART VI
DEFENDANTS
ANTICOMPETITIVE CONDUCT
! ! !
229. Defendants pre-lawsuit campaign to bar BTLP from the
worldwide motion picture industry continued from December 2011
through May 2013 a full 18 months before BTLP ultimately filed
its antitrust suit in the Southern District of New York on May 28,
2013.
230. Defendants litigious threats against BTLP were and
continue to be objectively baseless in the sense that no reasonable
litigant could realistically expect success on the merits.
231. Defendants litigious threats against BTLP were also in
bad faith and made with the intent to exclude BTLP from the
worldwide motion picture industry so as to enable Defendants to
monopolize the market for feature-length Twilight spoofs.
A. DEFENDANTS FAILURE TO ALLEGE POTENTIAL MARKET
DISPLACEMENT IN FAIR USE ANALYSIS UNDER 107(4)

232. On June 27, 2012, Defendants transmitted its second
cease-and-desist letter to BTLP alleging that BTLPs feature film
Twiharder, and promotional materials in support, constituted
trademark infringement, copyright infringement, false designation of
origin, and dilution of [Defendant] Summits intellectual property
derived from the Twilight motion pictures. (the 6/27/12 C&D
Notice) [Ex. A (BTL_000004-7)]
233. In Defendants 6/27/12 C&D Notice, Defendants alleged


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BTLPs movie parody was not fair use even though Defendants had
never seen more than a three-minute trailer.
The Movie likewise will not qualify as fair use under the
trademark or copyright laws. Between the Lines
Productions has appropriated substantial elements from
the Twilight Motion Pictures for a commercial purpose.
There is nothing fair about the use. Rather, the Movie is a
wholesale exploitation of Summits valuable intellectual
property rights in the Twilight Motion Pictures. [Ex. A
(BTL_000006-7)] (emphasis added)

234. Not a single one of Defendants claims or demands as
stated in the 6/27/12 C&D Notice were subject to compromise or
good faith negotiation at any time. [Ex. A (BTL_000006-7)]
235. In its pre-filing C&D campaigns, Defendants asserted
three (3) separate copyrighted works (Twilight, The Twilight Saga:
New Moon; The Twilight Saga: Eclipse) against BTLPs motion picture
Twiharder without explaining how BTLPs comedic spoof would
function in the market to impair Defendants rights to exploit its A
Market copyright repertoire.
236. Defendants have never once alleged that BTLPs entry of
Twiharder into the WMPI would cause market displacement of The
Twilight Saga: Breaking Dawn Part 2 (2012), nor any of the other
Twilight movies. Nor would such an allegation be plausible.
237. Defendants avoid the issue of market displacement
entirely in their fair use analysis and, instead, merely accuse BTLP
of free-riding on the fame of the targeted work.
what the evidence does show is that the Movie is trying to
launch this fall, approximately the same time frame as the
launch of Summits Breaking Dawn - Part 2, the final
installment in the Twilight Motion Pictures, indubitably to
ride on the coattails of Summits advertising and promotion


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of its film . . .Thus, you cannot seriously contend that the
Movie will not have any effect on the market for the
Twilight Motion Pictures. [Ex. A_BTL_00020]

238. The objective of Defendants interference with BTLPs
prospective economic relations was to exclude BTLP from the
worldwide motion picture industry so that Defendants could capture
monopoly profits in the derivative market for feature-length spoofs of
the Twilight Saga movies.
239. Defendants could not have reasonably expected to achieve
success on the merits of their copyright infringement claims because
the A-1 market copyrights they were asserting at the time (Twilight,
The Twilight Saga: New Moon; The Twilight Saga: Eclipse) were not the
actual copyrights that Defendants believed could be infringed (or
displaced from the A-1 market).
240. Defendants interfered with BTLPs economic relations and
market entry in order to maximize revenues vis-a-vis their non-
exclusive licenses to distribute B-1 submarket products, such as
Breaking Wind (2012). Thus, Defendants substantial interference in
BTLPs business relations was a faade orchestrated to protect
revenue streams accruing to Defendants via non-exclusive license
holdings in B-1 submarket works.
241. Given that the Copyright Act is largely concerned with
protecting registered works against market displacement by alleged
infringing works, it is objectively baseless for Defendants to allege
that BTLPs motion picture Twiharder infringed three (3) separate
copyrighted works (Twilight, The Twilight Saga: New Moon; The
Twilight Saga: Eclipse) and yet fail to allege how Plaintiffs spoof


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would impair the marketability of Defendants A-1 motion pictures.
B. DEFENDANTS LACK OF ANY BONA FIDE INTENT TO
COMPROMISE OR SETTLE THEIR SPECIOUS CLAIMS

242. Defendants entire C&D campaign against BTLP was a
faade orchestrated to protect revenue streams accruing to
Defendants from their non-exclusive license holdings in their auto-
parodies: Breaking Wind (2012) and Vampire Sucks (2010).
243. After learning that BTLP was positioned to compete
against Defendants by virtue of BTLPs deal with WBBD, Defendants
specific intent was to shut down BTLPs entire business and
permanently exclude the motion picture Twiharder from entering the
WMPI market in any manner.
244. Accordingly, Defendants repeatedly demanded the
complete destruction of BTLPs business and the forfeiture of all of
BTLPs valuable assets without any meaningful intent to
compromise or settle the matter.
245. On June 27, 2012, Defendants threatened to sue BTLP,
stating:
Summit takes the protection of its intellectual property
very seriously and is prepared to litigate to enforce its
rights. [Ex. A (BTL_000007)]

246. On July 24, 2012, Defendants unconditionally rejected
every argument made by BTLP and found BTLPs concessions to be
unacceptable. [Ex. A_(BTL-000019)]
247. On July 24, 2012, Defendants failed to make any offer of
compromise. Instead, Defendants reiterated their demand for
complete destruction of BTLP assets. [Ex. A_(BTL-000019)]


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248. On October 3, 2012, BTLP, who was under pressure to
release film, agreed to change the movie title Twiharder, surrender
its domain name graphically alter its movie logo [Ex. A
(BTL_000025]. But Defendants again refused to compromise:
We reiterate the requests made in our June 27, 2012 letter
to Between the Lines Productions and notify you that
Summit will have no choice but to bring suit if Between the
Lines Productions does not agree to each request.

249. On October 30, 2012, Defendants responded to BTLPs
additional concessions as follows:
Summit is unable to enter into any settlement that would
release claims against Between the Lines Productions
without even knowing the scope of the claims that it is
releasing. [Ex. A (BTL-000028)]
C. DEFENDANTS FALSE CHARGE OF WHOLESALE COPYING

250. On June 27, 2012, Defendants alleged that, based on
their review of the three-minute movie trailer displayed on BTLPs
Website:
[Twiharder] is a wholesale exploitation of Summits
valuable intellectual property rights in the Twilight Motion
Pictures. [Ex. A (BTL_00005)]

Between the Lines Productions has also copied the key
elements of the scripts of the copyrighted Twilight Motion
Pictures and the Twilight Motion Pictures themselves. [Ex.
A (BTL_00005]

251. Even though Defendants had only viewed a brief trailer of
Twiharder, Defendants alleged on June 27, 2012 that:
the entire [Twiharder] Movie is just a condensed version of
the Twilight Motion Pictures. [Ex. A (BTL_00005]

252. On July 24, 2012, Defendants reiterated their untenable,


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position that Plaintiff was attempting to copy Defendants entire
work or to somehow re-make, re-dramatize or re-enact the
melodramatic, vampire romance fantasy entitled THE TWILIGHT
SAGA: NEW MOON:
[C]opying an entire work militates against a finding of fair
use. Worldwide Church v. Philadelphia Church, 227 F.3d
1110, 1118 (9th Cir. 2000). Between the Lines Productions
was not just inspired by the Twilight Motion Pictures, as
you assert. Between the Lines Productions copied the
entire storyline, characters, look and feel of the Twilight
Motion Pictures, notably, New Moon. As such, Between the
Lines Productions' actions cannot be shielded by an excuse
of parody. [Ex. A_BTL_00020]

the Movie appears to be merely a bad imitation of the
Twilight Motion Pictures. [Ex. A_BTL_00020]
D. DEFENDANTS INVOCATION OF RELIGIOUS BELIEFS TO
CENSOR BTLPS FREEDOM OF SPEECH

253. On July 24, 2012, Defendants asserted a trademark
dilution claim against BTLP based on nothing more than an
innocuous movie trailer lodged on Vimeo.com (a sanitized on-line
environment) depicting fully-clothed actors. Defendants alleged:
The [Twiharder] Movie looks low budget and depicts scenes
that appear sexually suggestive and tawdry, constituting
dilution through harmful tarnishment of Summits valuable
intellectual property rights. [Ex. A (BTL_00023]

254. Defendants consistently delayed their responses to BTLPs
concessions and then issued one-sided written proclamations that
conclusively rejected BTLPs proposed terms without any offer to
compromise or to engage in good faith negotiation. [Ex. A (BTL-
000033)]
255. Finally, in early December 2012, Defendants IP


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enforcement counsel agreed to screen the feature-length version of
Twiharder at the offices of the DONALDSON law firm in Los Angeles.
256. On December 20, 2012, BTLP received the following e-mail
from the DONALDSON firm regarding a private screening of the
Twiharder film. [Ex. DD (BTL_001806)]
We just completed the screening. Two representatives from
Summit and two from Sheppard Mullin attended todays
screening, along with Michael Donaldson. They were
primarily concerned with the trademark issues and the
sexual content in the films. Because they are extremely
protective over the franchise (and they said the author is a
strict Morman who has instilled her values in the film) they
view the sexual content in the film to be tarnishment of the
brand. Even though we can remedy the trademark concerns,
they said they would go after this film on tarnishment
grounds. (italics added).

If they have specific objections to sexual scenes in the film
(the vibrator scene at the end of the end credits caused
quite a stir), edits to those scenes may drop their concerns
to allow us to reach a settlement.

257. On January 15, 2013, Defendants transmitted another
letter to BTLP, proclaiming:
Our viewing only serves to confirm that the Twiharder film
commits wholesale trademark and copyright infringement
of the trademark TWIHARDER and other intellectual
property owned by Summit. Summit cannot agree to
settlement of this dispute short of Between the Lines
Productions' agreement to stop all display and efforts to
distribute the Twiharder film, including any use on any
websites or solicitations for sale or distribution.
E. DEFENDANTS PATENTLY ABSURD CLAIM OF
TARNISHMENT IN LIGHT OF X-RATED BREAKING WIND

258. Defendants claim that Twiharder, an innocuous film that,
if rated, would certainly not exceed a PG-13, dilutes or tarnishes The
Twilight Saga. Defendants wrote as follows:


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the intentionally sexual, vulgar, and tawdry nature of the TWIHARDER
film tarnishes the essential, intrinsic, and well-known wholesomeness of
the Twilight Motion Pictures. [Ex. A (BTL_000034)] (emphasis added)

259. Yet, these same Defendants market a grotesque, vulgar
semi-pornographic Twilight spoof named Breaking Wind (2012) which
depicts actors engaged in perverse sexual activity while covered in
human excrement.
F. DEFENDANTS ADMISSION THAT TWIHARDER IS A PARODY
AND THAT DEFENDANTS HAVE A RIGHT TO MONOPOLIZE

260. On April 18, 2013, Defendants conceded in writing that
Twiharder was a parody of THE TWILIGHT SAGA movies by stating that
Twiharder occupies the same derivative market as Breaking Wind
(2010).
Between the Lines Productions is trying, without
authorization, to enter a market already occupied by an
authorized derivative work [Breaking Wind] of the Twilight
films. [See Ex. (A (BTL_000043)]

261. Defendants legal position, as stated in the April 18, 2013
letter, is untenable because it presupposes that if Defendants bring
to market at least one auto-parody targeting Defendants own works,
then Defendants somehow acquire an absolute monopoly over the
entire derivative market occupied by movie parodies.
262. Accordingly, on May 28, 2013, BTLP filed the initial action
in the original forum based in part upon Defendants admission that
it had the right to pre-empt the fair use market for Twilight movie
spoofs.


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G. DEFENDANTS FALSE RELIANCE ON AN IMMATERIAL
CAFEPRESS.COM ACCOUNT THAT NO LONGER EXISTS

263. Founded in 1999, CafePress.com is an on-line retailer
known for user customized, on-demand products.
264. CafePress.com sells t-shirts, bags, mugs, wall clocks,
calendars, and myriad other products that bear the marks of its on-
line account holders. Anyone can sign up as an account holder and
then simply upload their own graphic design, logo or text. Then
when a customer orders a product, CafePress will silkscreen the
product with an account holders design.
265. CafePress, Inc., the owner and operator of the website, is a
valued corporate client of Defendants IP Enforcement Counsel.
266. On November 2, 2010, BTLP established an account at
<www.cafepress.com> under the username twihardermovie. [Ex.
EE_(BTL_ 001810)].
267. Not unlike many small business operators, BTLP signed
up for CafePress.com without actually stocking any physical
inventory featuring the Twiharder Title Logo.
268. Defendants did not start selling TWIHARD merchandise
on CafePress.com until a full two (2) years after BTLP had
established its account at Cafepress.com.
269. On July 23, 2012, Defendants shut down BTLPs site at
CafePress.com. [Ex. EE (BTL_001853] This means that no T-shirts
or products featuring the Twiharder mark were available to
consumers past the date of July 23, 2012. Yet, the lynchpin of
Defendants Lanham Act claims rest on a CafePress.com account
that has not existed since July 2012 and which may never have sold


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a single piece of merchandise bearing the Twiharder logo.
H. DEFENDANTS ATTEMPT TO SUBVERT BTLPS TRUE
COMMON LAW RIGHTS IN THE TWIHARDER TITLE

270. BTLP not Summit was the first in time to actually use
its TWIHARDER mark in commerce (April 2010) and to file a
trademark application with the USPTO (July 2010). [Ex. C
(BTL_000069-70)].
271. Defendants filed an application for the TWIHARD mark a
full five (5) months after BTLP began openly and notoriously using
the TWIHARDER mark in commerce.
272. In September 2010, after learning of BTLPs Twiharder
movie and trademark application, Defendants filed an Intent to Use
application for TWIHARD for no apparent reason other than to
preclude BTLPs use of the term TWIHARDER.
I. DEFENDANTS PREDATORY OVER-ACCUMULATION OF
TRADEMARKS & SERVICEMARKS

273. As of April 28, 2013, there were 381 records found in the
USPTO principal register containing the single, inherently generic
word TWILIGHT. Beginning in or about June 2008, Defendants have
applied for no less than 99 records containing the ordinary English
language word twilight, including 42 separate applications for the
single wordmark TWILIGHT.
274. In the course of less than five years, Defendants have
applied for in excess of 230 trademark or servicemark applications
on the Principal Register in connection with ONE movie franchise.
Defendants conduct proves to be grossly out of proportion with


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Defendants other competitors in the WMPI who are in the business
of marketing movie franchises based on top-grossing films.
275. Defendants voluminous trademark applications are
intended to exclude less powerful competitors who are targeted as
victims of Defendants sham C&D tactics. In other words, by
accumulating high volumes of trademark / servicemark registrations
from the USPTO, Defendants IP Counsel is able to stuff reams of
government-stamped paperwork into envelopes which would
otherwise contain nothing more than a 3-page C&D Notice.
276. In this case, on June 27, 2012, BTLP received a total of
twenty-five (25) different trademark registrations from Defendants,
as attached to Defendants first C&D Notice. But the C&D Notice
itself, on its face, only contains one (1) specific reference to a
trademark registration, namely TWIHARD 325. [Ex. A (BTL_000004-
7; Ex. V (BTL_001272-76)]. The content of the 6/27/12 C&D Notice
primarily alleges that BTLP infringed on Defendants trademark
interest to use TWIHARD 325, a Class 025 registration, in
connection with the sale of clothing items.
277. The other 24 registration certificates attached to
Defendants 6/27/12 C&D Notice, which were not specifically
identified nor analyzed within the four corners of Defendants written
C&D instrument, were intended to be nothing more than strategic
paperweight designed to create an impression of strength through
numbers.
278. BTLP first published its movie title Twiharder in April
2010 and first went on-line with its Movie Promo Materials in July
2010.


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J. DEFENDANTS TWO-YEAR PREDATORY DELAY BEFORE
INITIATING A FULL-ON ATTACK

279. Defendants had knowledge of BTLPs business, BTLPs use
of the movie title Twiharder, and BTLPs Movie Promo Materials as of
April-July 2010.
280. Despite Defendants knowledge of BTLPs movie spoof and
promotional materials in mid-2010, Defendants lurked in the
shadows for more than two years monitoring BTLPs progress on-
line.
281. Finally, when Defendants discovered in June 2012 that
BTLP had landed a mainstream distribution deal with WBBD - a deal
which they believed would interfere with their exploitation of
Breaking Wind - Defendants elected to shut down BTLP.
K. PUBLIC CONDEMNATION OF SUMMITS BAD FAITH
IP ENFORCEMENT RE: THE TWILIGHT SAGA

282. Before the present dispute arose, various legal scholars
and media commentators have publicly condemned the IP
enforcement tactics of Defendant Summit with specific respect to The
Twilight Saga movie series. Many of these comments are relevant to
the case at bar because they reveal an unlawful pattern and practice
of Defendants predatory conduct, as well as reveal Defendants
continuing abuse of the statutory limits imposed on Defendants
intellectual property rights.
283. On July 8, 2010, Christina Mulligan, a visiting fellow at
YALE LAW SCHOOLs Information Society Project contributed an article
to the WASHINGTON POST / LOS ANGELES TIMES, entitled The Twilight


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Saga: Forbidden Love and T-Shirts. [Ex. K (BTL_000497-98)].
284. Published over four years ago, Ms. Mulligan explained how
Defendant Summits anticompetitive conduct in the WMPI was
contrary to the spirit and intent of U.S. Copyright laws. Ms.
Mulligans nationally-publicized commentary foreshadowed some of
the identical issues now brought before the Court.
[W]hen its not breaking box office records, Summit
Entertainment, the studio that made the Twilight series, is
doing its best to make sure that if you want to see a
vampire brooding, you do it through Summit The
company seems to be lobbing lawsuits at pretty much
anyone who uses Twilight's name or images without its
permission.

Naturally, Summit is trying to maximize profits from the
Twilight franchise. It understandably wants to prevent the
bootlegging of Twilight DVDs.But its lawsuits go far
beyond curbing piracy and end up limiting how we can talk
about pop culture The law may be on Summit's side in
some cases, but the spirit of what the company is doing
shutting down almost anyone referencing Twilight without its
permission shows the shortcomings in how we understand
and interpret copyright law.

By suing a fan magazine, a platform for fan-made T-shirts
and a documentary filmmaker, Summit is attacking speech
that should be free. It shouldn't matter that these works are
made for profit speech is no less important because it is
sold. And if Summit can sue these entities, it can sue
amateurs as well . . . .

Moreover, the recording and film industries have set the
terms of the debate about intellectual property in recent
years, pushing the view that almost any use of a work
without permission is or should be illegal.

They have lumped those actively engaged in creation, such
as fan-fiction writers and video re-mixers, together with
those who slavishly copy entire films or masquerade knock-
offs as official merchandise.


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. . . [W]ith a phenomenon as omnipresent as Twilight, fans
should be free to engage, manipulate, remix and remake.
Free speech is just too important for anything less.

[Ex. K (BTL_000498)] (emphasis added)

285. Ms. Mulligans article inspired other media commentators,
like Katy Tasker of www.publicknowledge.org, to write about
Summits anticompetitive conduct in July 2010, echoing the very
same issues before the Court here
Summit seem[s] to be under the misguided impression that
they should have absolute power and control over their
intellectual property, but, as Mulligan thoughtfully points
out, the Supreme Court spelled out in Sony v. Universal
City Studios back in 1984 that copyright has never
accorded the copyright owner complete control over all
possible uses of his work. A copyright is a government-
granted monopoly, not a divine rightand should be treated
as such

People seem to forget why there are limitations on the
control a copyright holder can assert over his content: there
are certain fundamental principles (like free speech) that we
hold in a higher regard and that we cannot risk devaluing for
the benefit of a rights holder.

[Ex.K (BTL_000501)]

286. Defendants have previously issued takedown notices to
the author of a third-party Twilight parody posted on Youtube. The
Fine Brothers, creators of several YouTube-based comedy series,
made an interactive collection of videos parodying the Twilight
werewolf versus vampire love triangle in the style of an 8-bit game. It
made innovative use of YouTubes annotation feature, allowing users
to pick one of two options at the end of a video, which took users to
one of two new videos. Although it is obviously a parody and doesnt


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even use any actual Twilight content, Summit Entertainment issued
a DMCA takedown notice for the videos and, at the risk of losing
safe-harbor status, YouTube complied. [Ex. K (BTL_000501)].
287. On March 19, 2013, www.techdirt.com reported on yet
another one of Defendants asinine takedown notices.
Summit Entertainment, the movie studio behind the
Twilight films, is no stranger to ridiculous!to!insane
overreaches of intellectual property law. In fact, the studio
seems to make a habit out of it. The company has sued
Zazzle because some of its users made fan art inspired by
Twilight. It's shut down a Twilight fanzine. It's said that
only it can make a documentary about the real town where
the fictional Twilight story is based. It's sued to stop a
fashion designer from factually stating that a character in
one of the movies wore its jacket. It shut down a silly 8!bit
YouTube game. It issued a takedown on a song that was
written years before the Twilight movies. It went after Bath
& Bodyworks for daring to sell a body lotion called Twilight
Woods, which had nothing to do with the movies. It
aggressively sued a fan and pressed criminal charges for
tweeting some behind the scenes photos of a Twilight
movie. It also sued the guy who registered twilight.com
back in 1994.

This is a company that thinks that the world revolves around
its trademarks, and it appears to have little concern for what
the law actually says

[SUMMIT] has such a long and consistent history of abusing
intellectual property law, isn't there a point at which we just
say that the company no longer deserves any such power? If
you regularly abuse monopoly privileges, shouldn't they be
taken away? [Ex. K (BTL_000583-584)]

[Next Page]


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PART VII
ANTITRUST-SPECIFIC
ALLEGATIONS

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(WMPI)

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A. RELEVANT MARKETS

1) GEOGRAPHIC MARKET

288. The geographic expanse or area within which customers
can purchase access to the copyrighted motion pictures relevant to
this dispute is international and worldwide.
(2) UNIVERSAL PRODUCT MARKET WMPI

289. The universal product market is referred to herein as the
worldwide motion picture industry (the WMPI), which identifies the
overall area of effective competition in which Defendants operate.
290. The universal (or broadest) product market is framed by
all feature-length copyrighted motion pictures intended for exhibition
in the worldwide geographic market.
291. The term motion picture, as used herein, is consistent
with the definition provided in the Copyright Act of 1976, 17 U.S.C
101.
292. According to the Screen Actors Guild (SAG), a motion
picture must be eighty (80) minutes long to be considered feature-
length.
293. All of the movie titles identified in this First Amended
Complaint are feature-length motion pictures.
294. The general product markets A and B, as identified below,
operate within the WMPI.
295. The relevant submarkets A-1 and B-1, as identified below,
operate within the WMPI.


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(3) GENERAL PRODUCT MARKETS - A VS. B

296. The relevant general product market consists of two
adjacent copyright markets: A vs. B.
(a) General A Market
297. The A Market denotes the general primary market for
original copyrighted works, defined as Feature-Length Copyrighted
Motion Pictures in a Blockbuster Movie Series.
298. The outer boundaries of the general A Market are set by
ALL feature-length copyrighted motion pictures which have achieved
blockbuster status in the WMPI.
299. The term blockbuster status means that the movie series
has achieved financial success at the theatrical box office and fame
in American popular culture.
(b) General B Market
300. The general B market denotes the general derivative
market for lampoons of the original motion picture works, defined as
Movie Spoofs of Feature-Length Copyrighted Motion Pictures in a
Blockbuster Movie Series.
301. The outer boundaries of the general B copyright market
are set by feature-length motion pictures which lampoon any work(s)
that are part of a blockbuster movie series.
302. B market products consist of feature-length motion
pictures that distributors, exhibitors, and consumers can objectively
perceive as spoof; parody; lampoon; comedy spoof; or
mockumentary films that target famous, blockbuster movies.
303. The general B market is adjacent to the general A market


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because A market motion pictures do not fulfill the customer needs
for B market motion pictures.
304. The relevant market producers for feature-length parody
motion pictures are composed of B market producers, i.e., authors,
filmmakers, production studios and copyright owners who write,
finance, produce, direct, market and distribute comedic spoofs of
blockbuster motion pictures.
(4) RELEVANT SUB-MARKETS - A-1 VS. B-1

305. There are two relevant submarkets which operate within
the broad scope of the general product markets: the A-1 submarket
and the B-1 submarket.
(a) A-1 Submarket
306. The A-1 submarket is the primary submarket in which
Defendants exhibit the following feature-length motion pictures:
Twilight (2008); The Twilight Saga: New Moon (2009); The Twilight
Saga: Eclipse (2010); The Twilight Saga: Breaking Dawn Part 1 (2011);
and The Twilight Saga: Breaking Dawn Part 2 (2012).
307. The A-1 Market represents the copyright authors market
of original intent.
308. The demographic (i.e., distribution target) for Defendants
A-1 motion pictures consists largely of: (a) female pre-teens and
young adults; and (b) female adults.
3

3
See, e.g., Ex. E (BTL_000283) (describing Twilight fanbase in 2008 as
screaming adolescent girls and TwiMoms and quoting David C. Friedman, then
executive vice-president and general counsel at SUMMIT: We saw Twilight was
a very popular property among female teenagers and older women as well, with


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(b) B-1 Submarket
309. The B-1 submarket is the derivative submarket occupied
by feature-length copyrighted motion picture spoofs of The Twilight
Saga movie series.
310. The B-1 submarket is occupied by Vampires Suck (2010)
and Breaking Wind (2012).
311. But for Defendants exclusionary conduct, BTLPs movie
Twiharder would have occupied the B-1 submarket and competed
directly against Vampires Suck (2010) and Breaking Wind (2012) in
the VOD, EST and packaged media formats.
312. Defendants have power to control prices in the B-1
submarket.
313. Defendants have power to exclude competition in the B-1
submarket.
314. Defendants play enough of a role in the relevant B-1
submarket to impair competition significantly.
315. BTLP alleges that the B-1 copyright market for feature
length spoofs of The Twilight Saga movies is the core relevant
antitrust market for purposes of measuring Defendants market
share.
316. The cross-elasticity of supply in the B-1 market consists of
authors, producers and directors of artistic parody (known and
unknown) who target The Twilight Saga as the object of ridicule.

this whole TwiMom thing.); see also Ex. O (BTL_000733) (Meyer inspires a
primarily female audience.); Ex. O (BTL_000741) (the series is particularly
popular among tween and teen girls); Ex. O (BTL_000758) (theres an on-line
community of TwilightMoms.com, devoted to middle-age women fans.)


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317. Defendants barred BTLPs entry into the B-1 submarket,
thereby positioning Defendants as the sole and exclusive producers
and distributors of feature-length motion pictures that occupy the B-
1 market.
(5) MARKET CHANNELS OF DISTRIBUTION

318. Defendants distribute and exhibit their A-1 motion
pictures to the public through various channels of media distribution
known as formats, including:
(a) theatrical release;
(b) packaged media (i.e. DVD and Blu-Ray Discs);
(c) video-on-demand (VOD) format (i.e., cable television
or internet streaming);
(d) electronic sell-through (EST) (i.e., whereby consumers
pay a one-time fee to download a media file for storage on a
hard drive); and
(e) broadcast rights (i.e., Big Four network commercial
television).
4

319. The theatrical release format generates revenues through
box-office receipts collected at domestic and foreign movie theaters.
320. The packaged media format generates revenues through
sales of hard copy products such as DVD and Blu-Ray discs, either
on-line or at brick-and-mortar retail outlets.
321. The VOD and EST formats generate revenues via digital

4
See Ex E. (BTL_000309) (quoting LIONSGATEs CEO: We look at all facets of
our home entertainment business as an integrated whole - packaged media, on
demand and digital . . . . Industry wide, packaged media is stabilizing, VOD
continues to grow and electronic sell through is finally beginning to take off.).


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distribution networks which enable worldwide commercial exhibition
of copyrighted content for a subscription fee (VOD) or one-time user
fee per movie (EST). The essential distribution channels which serve
these worldwide copyright exhibition markets include APPLE
iTUNES, APPLE TV, NETFLIX, AMAZON.COM, and HULU.com or
Wal-Mart VUDU.
322. The broadcast transcription format generates revenues
from licensing to television broadcasters (e.g., CBS, NBC, ABC, FOX).
323. Because the WMPI is engaged in commercial exploitation
of feature-length motion picture copyrights worldwide, the WMPI
does not include promotional market channels such as YouTube or
film festivals. Nor does the WMPI include distribution of a motion
picture via a single proprietary website such as that owned by BTLP.
B. MARKET POWER

324. The market power of Defendants copyright repertoire can
be separately measured in the A-1 and B-1 submarkets.
(1) DEFENDANTS POWER IN THE A-1 SUBMARKET

325. The United States Copyright Office has granted
Defendants a limited monopoly in the A-1 motion pictures, all five of
which have been ostensibly registered.
326. Defendants copyright repertoire achieved the requisite
economic power in the A-1 market on the basis of the uniqueness
and consumer appeal of the copyrighted works which comprise the
Twilight Saga movie series.
327. Market power has also been conferred on Defendants A-1


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copyright repertoire on account of the star quality of the celebrity
actors featured in the Twilight series; the mass media coverage of
Twilight as a pop culture phenomenon; the Twilight series
production budget; Defendants financial capacity to retain Sheppard
Mullin as IP enforcement counsel; and Defendants access to
distribution channels for worldwide commercial exhibition of their A-
1 movies.
328. The aggregated box office success of The Twilight Saga
movies confers greater economic power than any single motion
picture standing alone, which further empowered Defendants to
leverage their A-1 market power to foreclose BTLPs entry into the B-
1 derivative market for spoofs of the Twilight Saga movies.
(2) DEFENDANTS POWER IN THE B-1 SUBMARKET

329. The scope of the limited copyright monopoly granted to
Defendants by the U.S. Copyright Office does not include the
exclusive right to license the derivative market for critical works,
including parody.
330. Defendants have acquired and maintained dominant
market share in the B-1 submarket by engaging in auto-parody
licensing transactions; false trademark registrations; and
exclusionary conduct which, collectively, served to foreclose genuine,
unauthorized parodists, including BTLP, from entering the B-1
submarket.
331. Defendants have controlled 100% market share of the B-1
submarket from at least August 2010 through the present, as
evidenced by Defendants auto-parody licensing of Vampire Sucks


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(2010) and Breaking Wind (2012).
332. Defendants 100% market share of the B-1 submarket
creates a strong inference that Defendants possess monopoly power
in the B-1 submarket.
333. Even after The Twilight Saga: Breaking Dawn Part 2 was
released in the theatrical format in November 2012 and then
released in the packaged home media, VOD and EST formats in
March 2013, Defendants have continued to dominant the B-1
submarket and have continued to demand the destruction of the
Twiharder motion picture, as well as BTLPs business.
334. As a result of acquiring predominant share of the B-1
submarket, Defendants have the power to exert absolute control over
which Twilight movie spoofs are permitted to enter the B-1
submarket.
335. Defendants have continued to exercise complete dominion
and control over the B-1 submarket to the point where they continue
to maintain 100% of the B-1 output.
336. Defendants acquisition and maintenance of its market
power in the downstream B-1 submarket did not result from
Defendants production of superior cinematic parodies, such as
Breaking Wind. Rather, Defendants have willfully acquired and
maintained power in the B-1 market as a means to dumb down the
quality of the cinematic parody released in the WMPI.
337. Defendants maintenance of market power in B-1 market
did not result by some historic accident, such as the absence of
other parody filmmakers willing to produce feature films for the B-1
market.


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338. Defendants maintenance of market power in the B-1
submarket did not result from business acumen because
Defendants IP enforcement protocol has been consistently
documented as oppressive, inflexible, unwarranted, unfair and
unlawful by a wide range of media observers, the American business
community and legal scholars.
C. BARRIERS TO MARKET ENTRY

(1) VITAL ACCESS TO MAINSTREAM DISTRIBUTION CHANNELS

339. With the advances in film production technology, virtually
any independent filmmaker can create a quality feature-length
motion picture on a relatively limited budget. However, without
access to the mainstream channels of worldwide distribution and
exhibition, the independent filmmaker will not be able to compete in
the WMPI.
340. The market players who control the essential channels of
distribution ultimately control the substantive content choices
presented to consumers in the WMPI, as well as the prices that
consumers pay for those choices.
341. New competitors in the B-1 submarket, such as BTLP,
face high market barriers to entry because without access to the key
distribution channels in the various formats (e.g., packaged media /
VOD / EST distribution), the neophytes copyrighted works cannot
be exhibited via the mainstream channels which now serve the
WMPI.


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(2) DEFENDANTS INDUSTRY CLOUT (OR SUPERIOR MARKET POSITION)

342. As a major Hollywood movie studio, Defendants are in
control of superior financial resources relative to BTLP.
343. Defendants enjoy greater access to consumers by means
of their worldwide commercial marketing and advertising.
344. Defendants commandeer worldwide media distribution
channels in the WMPI via their contractual relationships and
strategic alliances with third parties
5

345. Defendants have the financial resources to retain
multinational IP Enforcement counsel whose activities in connection
with The Twilight Saga franchise have been subject to repeated
public condemnation by legal and media commentators as a result of
Defendants patently frivolous copyright and trademark claims
against third parties.
346. Defendants have a longstanding attorney-client
relationship with the identical Los Angeles-based transactional law
firm that was retained by BTLP to handle this dispute from June
2012 through April 2013. The pre-litigation legal advice provided to
BTLP was tainted by Defendants position as a longstanding client of
this law firm and Defendants status as a major Hollywood studio.

5
See Ex E. (BTL_000306) (According to LIONSGATEs CEO: The acquisition of
Summit gave us the critical mass to negotiate higher settlement rates with our
exhibition partners, structure output deals around the world for our films,
negotiate a new domestic distribution agreement for our DVD releases and
achieve greater efficiencies in our media buying. In the past six months, weve
created our own global distribution infrastructure by establishing output deals
with blue chip partners covering 80 percent of the worlds movie going
population outside India and China, substantially mitigating our risk and
increasing our long-term visibility in our international theatrical business.)


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347. Defendants have a longstanding business relationship
with Chubb Insurance, the identical insurance company which
agreed to provide E&O insurance for Twiharder in connection with
its distribution by WBBD. Defendants relationship with Chubb was
a predominant factor in Chubbs decision to revoke BTLPs insurance
policy after Defendants transmitted their sham C&D letter June 27,
2012 to BTLP.
348. Defendants superior market position, as derived from its
vast financial resources and key business relationships with WMPI
gatekeepers, ensured that BTLP could not enter the B-1 market
without first obtaining a copyright license from Defendants to
distribute and exhibit a movie spoof of The Twilight Saga movies in
the WMPI.
349. The inability of BTLP to enter the B-1 submarket for
Twilight Saga movie spoofs without a copyright license from
Defendants constitutes a significant barrier to entry to the WMPI.
(3) DEPRIVATION OF ESSENTIAL FACILITIES

350. By virtue of Defendants superior market position in the
WMPI as a major Hollywood movie studio plus Defendants
acquisition of market power in the A-1 market, plus acquisition of
market share in the adjacent B-1 market, Defendants possess
control over which potential B-1 competitors have access to the
facilities essential to competition in the B-1 submarket.
351. The worldwide digital distribution network comprised of
Apple iTunes, Amazon.com, Netflix, Hulu, Walmart and other major
e-tailers (collectively, the essential facilities) is absolutely critical for


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competition in todays post-theatrical motion picture exhibition
market because such channels reach over a billion households
worldwide and facilitate competition in the VOD and EST formats.
352. The essential facilities have the power to generate
revenues by transmitting copyrighted content for a fee into more
than 1 billion households worldwide. Indeed, without the existence of
these essential facilities, which have been carefully established and
monitored by big Hollywood industry, all copyrighted motion pictures
would be presumptively available for free on websites such as
Youtube.com (which was not an essential facility during the relevant
time periods in question).
353. The essential facilities necessary to compete in the WMPI
cannot be accessed by a new competitor, such as BTLP, without first
dealing with two threshold service providers: (a) major insurance
underwriters which provide errors and omissions (E&O) insurance
policies, such as Chubb; and (b) major WMPI digital distribution
firms such as WBDD.
354. Without an E&O insurance policy issued by a national
underwriter; and without a distribution licensing agreement offered
by a major WMPI distributor, an independent filmmaker such as
BTLP cannot gain entry to the essential facilities that serve the
WMPI.
355. Defendants have the power to control access to the WMPI
by denying BTLP the ability to compete in the worldwide exhibition
market made possible via digital downloads and distribution.
356. Access to the essential facilities is a necessary condition
for competing in the WMPI and B-1 submarket.


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357. The essential facilities for blockbuster movies and their
derivative market for parody are not readily duplicable. In other
words, BTLP does not have the practical ability to duplicate Apple
iTunes, Amazon.com, Netflix, Hulu and Walmarts ubiquitous on-line
presence nor their international network reach.
358. By employing anticompetitive tactics, Defendants have
purposefully foreclosed BTLP from accessing the essential facilities
necessary to compete in the B-1 submarket.
359. WBBD, Gravitas and Chubb each retain sophisticated in-
house attorneys to navigate complex matters concerning U.S.
copyright law, especially fair use.
360. WBBD and Gravitas approved BTLPs motion picture
Twiharder for worldwide digital distribution before learning that
Defendants sought to foreclose BTLPs entry into the WMPI.
361. Chubb approved BTLPs motion picture Twiharder for E&O
Insurance in connection of WBBDs prospective distribution of
Twiharder before learning that Defendants sought to foreclose BTLPs
entry into the WMPI.
362. Even if BTLP was able to obtain insurance from another
carrier, WBBD and Gravitas indicated that Twiharder could not enter
the WMPI unless BTLP resolved its legal dispute with Defendants.
363. WBBDs revocation of its worldwide licensing agreement
was based on Defendants campaign to exclude Twiharder from
entering the B-1 submarket occupied by Breaking Wind and
Vampires Suck.
364. On July 24, 2012 Brendan Gallagher, VP of Business
Affairs for Gravitas, explained the rationale behind WBBD/Gravitas


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decision to revoke the worldwide licensing agreement [Ex. S
(BTL_001103)]:
At this point, I dont think we [GRAVITAS] can do it
[distribution]. Weve been involved in situations such as this
in the past where a large studio has leaned on our
distribution partners to take down a particular film, even if
the legal justification for doing so is very disputable. [Ex. S

We [GRAVITAS] want to avoid a situation in which you incur
delivery costs, we put the film out in the VOD market, then a
host of cease-and-desist letters from [Defendant] Summit
prompt the various platforms to take the film down. [Ex. S
(BTL_001157-58)] (emphasis added)
(4) THE THREAT OF COMPLEX COMMERCIAL LITIGATION

365. For independent artists, such as BTLP, the threat of being
sued by a major corporation for federal copyright or trademark
infringement constitutes a barrier to market entry because not many
individual filmmakers or start-up companies seeking to enter the
WMPI have the financial resources to engage in complex commercial
litigation.
366. Even if independent artists do have the financial resources
to participate in federal litigation, the threat of being sued can
disrupt the scheduled release of a copyrighted works publication
and thus prevent such work from coming to market.
D. ANTITRUST STANDING
(1) INJURY TO BTLPS BUSINESS AND PROPERTY

367. BTLP suffered an actual injury to business or property in
the form of lost profits because Defendants intentionally blocked
BTLPs entry into the B-1 submarket.


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368. BTLP had sufficient intent and capabilities to enter the
general B market and B-1 submarket.
369. BTLP possessed a tangible expectancy interest to earn
substantial profits from licensing fees derived from participation in
the B and B-1 Market.
370. Defendants unlawfully interfered with and destroyed
BTLPs economic relations with third party distributors and E&O
insurers who were required to gain entry to the B-1 submarket in the
WMPI.
(2) LOWER OUTPUT / LACK OF CONSUMER CHOICE

371. As a result of Defendants superior market position and
acquired power to engage in unfettered licensing activity in the
derivative market for cinematic parody, Defendants elected to censor
the free speech rights of all potential competitors in the B-1
submarket, including BTLP.
372. Censorship restricts BTLPs constitutional right to
effectively disseminate the alternative viewpoints offered by
Twiharders young filmmakers.
373. Whether Defendants exclusionary conduct is driven by
the quest for monopoly profits or by animus directed at silencing an
opposing critic, Defendants auto-parody licensing caused market
failure by limiting the quantity and quality of antagonistic sources to
expound on the controversial themes in The Twilight Saga.
374. Where Defendants, a major Hollywood studio, engages in
auto-parody licensing activity coupled with the exclusion of
unauthorized parodists from the derivative market, such conduct


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will inevitably cause a chilling effect in the supply-side downstream
market for critical speech content.
375. Independent creators of genuine parody will cease
expending time and creative energy to develop a feature-length
cinematic work that targets a blockbuster movie franchise as the
object of critical commentary. The resultant chilling effect harms
genuine parodists who seek to enter derivative market because their
constitutional right to lampoon a controversial movie series such as
The Twilight Saga is abridged.
376. Defendants auto-parody licensing arrangements also
harm the consumers on the demand side of the derivative market,
who are once again limited in terms of the quantity, quality and
substance of expressive critical works.
377. Defendants exclusion of BTLP (and other independent
parodists) from the B-1 submarket impairs the proper functioning of
the market by limiting the choice of consumers in the B-1 market to
whatever feature-length parody the Defendants want the audience to
see within the worldwide exhibition market.
(3) HARM TO ALLOCATIVE EFFICIENCY

378. Unauthorized parodists, empowered by the freedom to
proffer irreverent views in the absence of any supervising authority,
are in the best qualitative position to originate insightful parody for
the enlightenment of the public.
379. Defendants aggressive entry into the downstream B-1
submarket forces consumers who seek out feature-length movie
spoofs of the Twilight Saga series to purchase only those viewpoints


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which have been pre-authorized by Defendants, the source of the
very work being ridiculed.
380. As a result of Defendants anticompetitive conduct,
consumers not only lose the multiplicity of viewpoints that are so
integral to a properly functioning of the marketplace of ideas, but the
choices remaining in the B-1 submarket are controlled exclusively by
the copyright holder of the ridiculed work.
381. The danger of circularity in free speech markets is
implicated where an original copyright owner redefines a potential
market by developing or licensing others to develop that market.
Defendants auto-parody licensing creates a vicious circularity which
simultaneously positions Defendants copyrights as both the object
[A-1] and source [B-1] of ridicule. This type of circularity necessarily
harms allocative efficiency in the marketplace of ideas.
382. The circularity caused by auto-parody licenses strike at
the very heart of constitutionally protected liberty because
Defendants conduct presumptively forecloses genuine parodists,
including BTLP, from competing in the B-1 submarket based on the
substantive merits of its work.
383. Further, because the auto-parodies brought to market by
Defendants Vampires Suck and Breaking Wind are not competing
for audiences based on the merits of the underlying work, but are
instead being distributed as a result of Defendants antitrust
conduct, the demand side of the market is once again deprived of the
full range of expressive content generated by a merits-based
competitive field.
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competitive conduct, the WMPI has been deprived of the
countervailing viewpoints as expressed through BTLPs motion
picture Twiharder, which specifically targets Defendants Twilight
Saga movies and surrounding commercial franchise as an object of
sociopolitical and cultural criticism.
385. Defendants anticompetitive conduct in freezing BTLP out
of the market has not resulted in more vigorous competition in the
derivative market for feature length parody films.
386. Defendants antitrust violations have had and will
continue to have a deletrious effect on the quality and quantity of the
cinematic parodies that are made widely available to consumers in
the B-1 market.
(4) SUPRA-COMPETITIVE PRICES

387. Auto-parody licensing, when combined with exclusionary
conduct directed at competitors in the adjacent B-1 submarket,
enables Defendants to charge maximum prices in the B-1
marketplace for its low quality auto-parodies.
388. Because Defendants have excluded all unauthorized
cinematic parody from B-1 submarket, Defendants possess the
market power to inflate retail market prices, thereby damaging
consumers.
389. Defendants monopolization of the derivative B-1 market
for Twilight movie spoofs enabled Defendants to fix the price of
packaged media sales and digital downloads for Vampire Sucks
(2010) and Breaking Wind (2012) at absolute maximum retail value.
390. The absence of any bona fide, merits-based competition


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amongst free market Twilight parodists, including BTLP, permits
Defendants to artificially inflate the retail price to purchase Twilight
movie spoofs. As a result, consumers on the demand side once
again suffer from being forced to pay maximum retail prices to view
Defendants auto-parodies with no other options.
391. Defendants anticompetitive conduct has increased and
will continue to increase the market prices of authorized work parody
that targets dramatic or fantasy blockbuster movie series.
392. Defendants anticompetitive conduct has not resulted in
lower prices for the auto-parody licenses that occupy the B-1
submarket, namely Vampires Suck and Breaking Wind.
(5) QUANTIFIABLE DAMAGES

393. At all relevant times, BTLP possessed a tangible
expectancy interest in earning substantial revenues from licensing
fees generated by the worldwide distribution of its feature-length film
Twiharder.
394. As a result of Defendants anticompetitive conduct,
Plaintiffs tangible expectancy interest was purposefully destroyed.
395. As per Section 16 of the Clayton Act, 15 U.S.C. 26, BTLP
has also been threatened with loss or injury by virtue of Defendants
continuing demands to cease-and-desist from marketing and
distributing its own copyrighted works.
396. BTLP sustained a reasonably quantifiable economic injury
in an amount to be determined at trial.


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(6) CAUSATION

397. Defendants antitrust conduct complained of herein
consists of auto-parody licensing activity, copyright leveraging,
exclusionary conduct, predatory conduct, refusal to deal, and
deprivation of essential facilities (the antitrust conduct).
398. Defendants antitrust conduct has been the direct or
proximate cause of economic injury to BTLPs business or property
399. Defendants antitrust conduct has been the direct or
proximate cause of the deleterious effects that impact the public
welfare, and more specifically, the consumers who demand to view
movie spoofs of the Twilight Saga movie series.
400. BTLP has not received any direct or indirect benefit,
economic or otherwise, as a result of Defendants antitrust conduct.
401. BTLP is not an indirect purchaser of Defendants goods or
services but is a direct competitor in the production of feature-length
movie parodies that target The Twilight Saga movie franchise.

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COUNT I
ANTITRUST VIOLATION
SHERMAN ACT, 15 U.S.C. 1
[UNREASONABLE RESTRAINT ON TRADE]

! ! !

402. BTLP hereby repeats and re-alleges all of the preceding
allegations contained in this First Amended Complaint as if fully set
forth herein.
A. AUTO-PARODY LICENSING CONTRACTS
(1) SUMMIT # NEW REGENCY ENTERPRISES / 20
TH
CENTURY FOX

403. Defendant Summit, which is a wholly owned subsidiary of
Defendant Lionsgate, is the copyright holder of The Twilight Saga
motion picture repertoire.
404. For purposes of the antitrust laws, the activities of the
parent corporation and wholly-owned subsidiary are deemed to be
within a single entity.
405. New Regency Enterprises (or Regency Enterprises), a third
party, is the copyright holder of the feature-length motion picture
Vampires Suck (2010).
406. 20
th
Century Fox, a third party, is the distributor of
Vampires Suck (2010).
407. In 2010, Summit entered into an express licensing
contract with New Regency Enterprises (or 20
th
Century Fox)
granting authorization to spoof The Twilight Saga movies.
408. If Summit did not enter into an express written


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agreement, then the license granted to New Regency Enterprises (or
20
th
Century Fox) may be reasonably inferred through Summits
conduct, i.e., it may be inferred that New Regency Enterprises could
not have produced an exact replica of The Twilight Saga movie
series in the form of a spoof for 20
th
Century Foxs mass market
exhibition without either: (a) first obtaining a copyright license from
Summit; or (b) being sued by Summit for copyright and trademark
infringement.
(2) LIONSGATE # FULLY MOONED LLC

409. Fully Mooned LLC, a third party, is the copyright holder of
the feature-length motion picture Breaking Wind (2012).
410. In 2011, Lionsgate entered into a licensing contract with
Fully Mooned LLC granting it the authorization to spoof The Twilight
Saga movies.
411. Lionsgate is the U.S. distributor of Breaking Wind (2012).
B. EFFECT ON INTERSTATE COMMERCE

412. Defendants auto-parody licensing agreements, coupled
with anticompetitive conduct to exclude BTLP from the relevant
market, has substantially and adversely affected trade or interstate
commerce.
413. The Twilight Saga films collectively generated more than
$3.5 billion in revenues and are distributed through the 50 states of
the United States and abroad.
414. The movie spoofs of The Twilight Saga films, Vampires
Suck (2010) and Breaking Wind (2010), have collectively generated


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more than $100 million in revenues and are distributed throughout
the 50 states of the United States and abroad.
415. But for Defendants interference with BTLPs economic
relations, Twiharder would have been released via intrastate
commerce and would have generated millions of dollars in licensing
fees.
C. UNREASONABLE RESTRAINT ON COMPETITION
(1) THE NATURE OF THE UNREASONABLE RESTRAINT

416. The practice of auto-parody licensing is referred to
herein as a copyright holders practice of licensing or developing the
derivative market for feature-length motion picture parodies which
target the holders dramatic works as the object of commentary or
criticism.
417. Auto-parody licensing transactions constitute an
unreasonable restraint on trade that, when combined with
exclusionary conduct directed at unauthorized parodists, should be
summarily condemned by the Court.
418. Defendants licensing of its own motion picture parodies
Vampires Suck (2010) and Breaking Wind (2012) - is grounds for
imposing per se liability under the antitrust laws because such
activity necessarily implies that all other unauthorized parodists
have been shut down.
419. Auto-parody licensing agreements constitute horizontal
restraints on trade which restrict output in the B market and inflate
the prices of the auto-parodies that occupy the B market.
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one that would always tend to restrict competition, decrease output,
and inflate the prices for those parodies which the copyright holder
authorizes to enter the B market.
421. Auto-parody licensing agreements are also a form of tie-in
arrangement because a parody, as a derivative work, cannot exist
without a copyrighted dramatic work to target. Thus, the movie
spoofs which are licensed by Defendants Vampires Suck and
Breaking Wind are tied to The Twilight Saga movies. Consumers
who seek out feature-length Twilight parodies are forced to purchase
whatever parody the Defendants decide to authorize.
422. Even if the highly restrictive practice of auto-parody
licensing does not satisfy the per se rule of liability under section 1 of
the Sherman Act, then such practice does satisfy the rule of reason.
423. The Court may also invoke the quick look doctrine to
make a sound determination of the overall anticompetitive effect of
auto-parody licensing transactions and how they discriminate
against genuine parodists and independent filmmakers who, as a
matter of law, do not need authorization to parody blockbuster
movies.
424. Copyright holders earn a windfall as a result of auto-
parody licensing transactions because the law presumes that
copyright holders will not attempt to license or develop the derivative
market for parody.
(2) AN EVIL THAT THREATENS THE FREE MARKETPLACE OF IDEAS

425. Major Hollywood movie studios, such as Defendants here,
which engage in auto-parody licensing transactions threaten the


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proper operation of Americas free marketplace of ideas in every case.
426. Auto-parody licensing transactions will never produce pro-
competitive effects; rather, they will always produce anticompetitive
effects. This is because such transactions: (a) convert the limited
monopoly granted by the U.S. Copyright Office into an absolute
monopoly that extends into derivative markets for critical works,
thereby vitiating the fair use doctrine in its entirety; (b) the
substantive content of such parodies is exceedingly low for having
been approved (or sanitized) by the original copyright owner, who
finds little value in being criticized; and (c) the practice invariably
leads to unbridled censorship of any other parodist who, by the
nature of being a true parodist, seeks to share irreverent viewpoints
without seeking any authorization from the owner of the work being
criticized.
427. Auto-parody licenses therefore amount to naked restraints
of trade with no redeeming purpose except to stifle competition in
the B market. The practice is so plainly anticompetitive, particularly
when transacted by multi-national corporations, that no elaborate
study of the WMPI is even needed to establish their illegality.
428. The voices of independent filmmakers, who are by far in
the best position to generate authentic and minority viewpoints
concerning mainstream fare, are going to be stifled in every case
where a major movie studio engages in competition in the B market.
Individual competitors lose their freedom to compete in the B
market, such that many movie spoofs that would occur in a
competitive market are foreclosed.
429. Defendants entry into the derivative licensing market for


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artistic parody impedes competition on the merits within the B
market, and plainly discourages the search for innovation in the
development of genuine, insightful parodies which have the freedom
to criticize famous works without being granted permission to do so.
430. Auto-parody licensing is unresponsive to consumer
preferences because the B market supply is determined by A market
copyright holders who are less interested in the qualitative aspects of
the parody than the monopoly profits that can be captured by
excluding all other genuine parodists.
431. The restraint on trade imposed by auto-parody licensing
produces significant anticompetitive effects within the relevant B
market for movie spoofs.
(3) HISTORY OF THE UNREASONABLE RESTRAINT

432. The practice of auto-parody licensing by major Hollywood
studios is a recent phenomenon (i.e., the last 5-10 years). Since the
practice has been adopted in the millennial era of the tentpole
franchise, the quality of feature-length movie spoofs has
dramatically diminished.
433. B market movie spoofs have historically received positive
critical reviews and strong box office performance. Examples
6

include Airplane! (98% positive critical review / 85% audience
approval from 262,533 users); Young Frankenstein (94% critical
review / 91% audience approval from 184,196 users); Blazing
Saddles (89% critical review / 89% audience approval from 192,296
users); Naked Gun (89% critical review / 78% audience approval

6
See Rottentomatoes.com


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from 155,797 users); Austin Powers (70% critical review / 75%
audience approval from 682,217 users); and Hot Shots! (83% positive
critical reviews / 63% audience approval from 140,210 users).
434. In contrast to these historical examples, Vampires Suck
(2010) received a dismal 4% rating from critics and a mere 31%
audience approval (based on 73,665 user ratings). Breaking Wind
(2012) received no critical reviews a mere 19% audience approval
(from 413 ratings). Defendants have also produced an auto-parody
of the Hunger Games, another blockbuster series distributed by
Lionsgate, entitled the Starving Games (2013) which, once again,
received dismal reviews (23% audience based on 2,105 ratings).
435. The diminished quality of feature-length movie spoofs in
todays B market is a direct result of unregulated auto-parody
licensing transactions which, in every case, foreclose bona fide
competition in those markets based on the merits of each
filmmakers work.
436. As auto-parody licensing agreements have gained traction
in Hollywood, the independent, unauthorized parodists, such as
BTLP, who are in the best position to innovate the B market, have
been categorically shut out of the WMPI leaving nothing but
formulaic gross-out slapstick.
(4) THE PURPOSE OR END SOUGHT TO BE OBTAINED

437. The Courts appropriate condemnation of Defendants
substantial auto-parody licensing activity under section 1 of the
Sherman Act will galvanize independent filmmakers to innovate and
distribute higher quality movie spoofs which are capable of


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competing head-to-head in the WMPI.
438. Condemnation of auto-parody licenses will also reduce
prices for B market movie spoofs in a field occupied by a greater
number of market competitors.
D. INJURY

439. For the reasons stated in 367-401, BTLP has antitrust
standing.
440. As a direct and proximate result of Defendants auto-
parody-licensing transactions, coupled with Defendants
anticompetitive conduct designed to exclude BTLP from the WMPI,
BTLP has been injured in an amount to be determined at trial.

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COUNT II
ANTITRUST VIOLATION
[MARKET LEVERAGING]

! ! !

441. BTLP repeats and re-alleges all of the preceding
forth herein.
A. GENERAL MARKET LEVERAGING: A # B
(1) DEFENDANTS A MARKET POWER

442. For the reasons stated in 324-338, Defendants have
acquired market power in the general A market for blockbuster
motion pictures because the Twilight Saga films achieved
phenomenal success at the box office.
443. As a result of Defendants licensing agreement with New
Regency Enterprises to parody The Twilight Saga movies through the
release of Vampire Sucks (2010), Defendants became a competitor in
the B market.
444. As a result of Defendants licensing agreement with Fully
Mooned, LLC parody The Twilight Saga movies through the release of
Breaking Wind (2012), Defendants continued to compete in the B
market.
445. For purposes of BTLPs general market leveraging theory,
the A market is the primary market in which Defendants have
acquired market power and the B market is the leveraged market.


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(2) DEFENDANTS USE OF A MARKET POWER TO FORECLOSE
COMPETITION, TO GAIN A COMPETITIVE ADVANTAGE, OR TO DESTROY
COMPETITORS IN THE LEVERAGED B MARKET

446. Defendants auto-parody licensing transactions with third
parties were used as part of a scheme to foreclose competition, to
gain a competitive advantage, or to destroy competitors in the B
market.
447. For the reasons stated in 288-323, the B market for
feature-length motion picture spoofs comprise a separate and
distinct market from the A market occupied by dramatic blockbuster
movies.
448. Defendants, a major Hollywood movie studio, has used
their A market power to gain a competitive advantage over
independent filmmakers seeking to exploit their own copyrighted
motion pictures in the B market.
449. Defendants gained a competitive advantage in the B
market as a result of their auto-parody licensing transactions with
third parties New Regency Enterprises and Fully Mooned LLC.
450. Defendants foreclosed competition in the B market by
using the strength of their A market copyright repertoire (and
ancillary trademark portfolio) to exclude new market entrants, such
as BTLP, from competing in the B market.
451. The utilization of Defendants A market power resulted in
the discrimination and the curtailment of competition in the B
market.
452. Defendants leveraging conduct impairs the competitive
incentives of B market suppliers and reduces the output of B market


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products in terms of both quality and quantity.
453. Defendants have exploited their dominant position in the
A market to expand their empire into the B market.
454. Defendants anti-competitive conduct demonstrates a
threatened or actual monopoly in the leveraged market.
455. Defendants use of their dominant market position in the
A market to leverage a position in the downstream B market violates
section 2 of the Sherman Act.
(3) INJURY CAUSED BY THE CHALLENGED CONDUCT

456. For the reasons stated in 367-401, Defendants have
antitrust standing.
457. Defendants market leveraging activity made it impossible
for BTLP, a potential B-1 market competitor, to distribute and
exhibit its Twilight movie spoof in the essential facilities of the WMPI.
458. Defendants market leveraging activity also prevents
genuine parodists from competing in the B-1 submarket based on
the merits of their copyrighted content, thereby negatively impacting
the quality and quantity of goods available to consumers in the B-1
submarket.
459. As a direct and proximate result of Defendants general
market leveraging, BTLP has been injured in an amount to be
determined at trial but not less than $13 million (which upon the
imposition of statutory treble damages equals $39 million).
B. SUB-MARKET LEVERAGING: A-1 # B-1

460. BTLP alleges sub-market leveraging in the alternative to


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general market leveraging.
(1) DEFENDANTS A-1 MARKET POWER

461. For all of the reasons set forth in 324-338, Defendants
have acquired market power in the A-1 market, consisting of the five
motion pictures in The Twilight Saga copyright repertoire.
462. For the reasons stated in 288-323, the B-1 market for
Twilight movie spoofs is a separate and distinct market from the A-1
market occupied by The Twilight Saga blockbuster movies.
(2) DEFENDANTS USE OF A-1 MARKET POWER TO FORECLOSE
COMPETITION, TO GAIN A COMPETITIVE ADVANTAGE, OR TO DESTROY
COMPETITORS IN THE LEVERAGED B-1 MARKET

463. Defendants have unlawfully leveraged their market power
in the A-1 submarket by purposefully suppressing competition in the
downstream B-1 submarket occupied by feature length parody films
of the Twilight movie franchise, including Twiharder.Defendants have
used their A-1 market power to gain a competitive advantage over
other filmmakers seeking to exploit their own copyrighted motion
pictures in the B-1 market.
464. Defendants leveraged their A-1 market power to
accumulate hundreds of trademarks related to Twilight Saga
blockbuster movies.
465. Defendants have attempted to offset the absence of any
valid copyright infringement claims against BTLP by alleging
spurious Lanham Act violations based on the accumulation of
irrelevant trademark registrations.
466. Defendants have engaged in bad faith enforcement of their


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copyright holdings in the A-1 market by using sham cease-and-
desist letters based on scores of immaterial U.S. trademark
registrations to exclude BTLPs copyrighted film from the B-1 market.
467. Defendants insist, even as this lawsuit persists, that ALL
parody filmmakers must seek a copyright license to distribute a
feature-length movie parody an untenable legal position which
vitiates the fair use doctrine and converts the limited monopoly
granted by the Copyright Act into an absolute monopoly.
468. Defendants anticompetitive practices ensured that only
auto-licensed parodies, such as Vampires Suck (2010) and Breaking
Wind (2012) could gain access to the WMPI, thereby enabling
Defendant to capture monopoly profits in the B-1 market.
469. Defendants utilization of A-1 market power resulted in the
discrimination and the curtailment of competition in the B-1 market
for Twilight movie spoofs.
470. Defendants gained a competitive advantage in the B-1
market as a result of their auto-parody licensing transactions with
third parties New Regency Enterprises and Fully Mooned LLC.
471. Defendants foreclosed competition in the B-1 market by
using the extension of their A-1 market power to exclude genuine
parodists, such as BTLP, from competing in the B-1 market.
472. Defendants leveraging conduct impairs the competitive
incentives of B-1 market suppliers and reduces the output of B-1
market products in terms of both quality and quantity.
473. Defendants leveraging conduct was specifically intended
to freeze BTLP out of the adjacent B-1 market in which BTLP sought
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Defendants blockbuster Twilight movie series.
474. Defendants use of their dominant market position in the
A-1 market to leverage a position in the B-1 submarket violates
section 2 of the Sherman Act.
(3) INJURY CAUSED BY THE CHALLENGED CONDUCT

475. As per 367-401, Defendants have antitrust standing.
476. Defendants market leveraging activity in the WMPI made
it impossible for BTLP, a potential B-1 market competitor, to
distribute and exhibit Twiharder in the essential facilities of the
WMPI.
477. By excluding BTLP from the B-1 market, BTLP suffered
economic injury that can be quantified with reasonable certainty,
particularly given the comparables available to measure BTLPs
economic loss.
478. Defendants market leveraging activity prevents genuine
parodists from competing in the B-1 submarket based on the merits
of their copyrighted content, thereby negatively impacting the quality
and quantity of goods available to consumers in the B-1 submarket.
479. As a direct and proximate result of Defendants sub-
market leveraging, BTLP has been injured in an amount to be
determined at trial.

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COUNT III
ANTITRUST VIOLATION
[Monopolization of the B-1 Market]
! ! !

480. BTLP hereby repeats and re-alleges all of the preceding
forth herein.
A. RELEVANT MARKETS & MARKET POWER

481. As per 288-323, BTLP has alleged legally cognizable
relevant market definitions.
482. As per 324-338, BTLP has alleged that Defendants
acquired A-1 market power via the fame, ubiquity, and phenomenal
box office success of The Twilight Saga copyright repertoire.
B. WILFUL ACQUISITION AND MAINTENANCE OF MONOPOLY
POWER IN THE B-1 MARKET

483. Defendants acquired and maintained 100% market share
in the B-1 market, which is occupied by Vampires Suck (2010) and
Breaking Wind (2012), through auto-parodying licensing transactions
coupled with anticompetitive conduct calculated to exclude
unauthorized parodists, including BTLP, from the B-1 market.
484. Defendants adopted its over-reaching IP enforcement
policies as part of a scheme of willful acquisition of monopoly power
designed to pre-empt the fair use markets that Courts have
traditionally reserved for unauthorized parodists.
485. Defendants used their A-1 market power to pre-empt the


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B-1 market and have now managed to unduly restrict any and all
competition.
486. Defendants B-1 market pre-emption was achieved
through Defendants bad faith IP enforcement activity, as detailed in
Part VI of this First Amended Complaint.
487. Defendants have unlawfully maintained their monopoly
position in the B-1 market by using sham C&D campaigns and
vexatious litigation to block BTLPs motion picture from entry into
the WMPI, as well as a categorical abuse of the trademark
registration system.
488. Defendants acquisition and maintenance of its monopoly
power in the B-1 market did not result from Defendants production
and distribution of superior work parodies, like the abysmal
Breaking Wind (2012) which was universally panned.
489. Defendants maintenance of monopoly power in the B-1
market did not result by some historic accident, like the absence of
other parodists in the market willing to produce feature films.
490. Defendants maintenance of monopoly power in the B-1
market did not result from business acumen because Defendants IP
enforcement protocol has been consistently documented as
oppressive, inflexible, unwarranted, unfair and unlawful by a wide
range of media observers, legal scholars and the American business
community.
491. Defendants anticompetitive conduct to acquire and
maintain its monopoly power has been carried out with reckless
disregard for the Law of the Land and the American public interest in
a robust, wide-open marketplace of ideas.


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C. INJURY

492. As per 367-401, BTLP has antitrust standing.
493. As a direct and proximate result of Defendants
monopolization, BTLP has been injured in an amount to be

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COUNT IV
ANTITRUST VIOLATION
[Attempted Monopolization of the B-1 Market]
! ! !

494. BTLP hereby repeats and realleges all of the preceding
forth herein.
A. RELEVANT MARKETS & MARKET POWER

495. As per 288-323, BTLP has alleged legally cognizable
relevant market definitions.
496. As per 324-338, BTLP has alleged that Defendants
acquired A-1 market power via the fame, ubiquity, and phenomenal
box office success of The Twilight Saga copyright repertoire.
B. ANTICOMPETITIVE OR PREDATORY CONDUCT

497. As per Part VI of this First Amended Complaint, 229-
287, BTLP has alleged that Defendants engaged in anticompetitive
and predatory conduct.
498. Defendants have expressly stated their specific intent to
monopolize the B-1 market
C. SPECIFIC INTENT TO MONOPOLIZE

499. On April 13, 2013, Defendants wrote to BTLP, claiming
that they had the legal right to exclude BTLP from the B-1 market
because it was already occupied by Defendants own Twilight spoof,
Breaking Wind (2012).


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[Y]ou point out that Summits parent company, Lions Gate
Entertainment, has released the film Breaking Wind. Such
film is obviously authorized by Summit, and therefore, non-
infringing unlike Between the Lines Twiharder film . . .

Between the Lines Productions is trying, without
authorization, to enter a market already occupied by an
authorized derivative work of the Twilight films. [Ex. A

500. Defendants specific intent to monopolize the B-1 market
is also reasonably inferred by way of Defendants anticompetitive and
predatory conduct, as detailed in 229-287.
D. DANGEROUS PROBABILITY OF SUCCESS OF ACHIEVING
MONOPOLY IN B-1 MARKET

501. Defendants have acquired, at the very least, 50% market
share of the B-1 market by virtue of their licensing of Breaking Wind
(2012).
E. INJURY

502. As per 367-401, BTLP has antitrust standing.
503. Defendants anticompetitive conduct has injured BTLP in
its trade and business and has deprived the consumer marketplace
of vigorous competition to produce the best and most rewarding B-1
movies.
504. As a direct and proximate result of Defendants
monopolization, BTLP has been injured in an amount to be


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COUNT V
DECLARATORY JUDGMENT
NON-INFRINGEMENT
! ! !
FIRST AMENDMENT (U.S. CONST., AMEND I);
COPYRIGHT ACT of 1976, 17 U.S.C 101 et seq.
[BTLPS COPYRIGHTED MOTION PICTURES & LITERARY WORKS]
___
505. BTLP repeats and realleges every allegation set forth above
as if set forth fully herein.
506. BTLPs certificates of copyright registration, bearing
registration numbers TXu 1-700-221 (effective June 21, 2010) [Ex. B
(BTL_000048)]; TXu001817945 (effective April 9, 2012) [Ex. B
(BTL_000052)]; and PAu 3-635-415 (effective April 11, 2012) [Ex. B
(BTL_000056-58)] were duly perfected by the U.S. Copyright Office
and therefore serve as evidence that BTLPs registered copyrights in
the motion picture Twiharder are valid.
507. Defendants objectively baseless allegations of copyright
infringement against BTLP, as contained in Defendants C&D
campaigns and as set forth in Count V of Summits Counterclaims,
have created and perpetuated a case of actual controversy.
508. As a result of this present case of actual controversy,
BTLP is entitled under 28 U.S.C. 2201, 2202 to seek a declaration
of its rights and other legal relations vis--vis Defendants.
509. Accordingly, BTLP respectfully seeks a declaratory
judgment from the Honorable Court declaring that BTLPs feature-
length copyrighted motion picture Twiharder, bearing registration


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Copyright No. PAu 3-635-415, does not infringe any of Defendants
copyrighted motion pictures on the following separate grounds:
(a) Twiharder is constitutionally immunized or privileged from
suit by the First Amendment on the basis that:
(i) BTLPs work has been objectively perceived by all
reasonable, disinterested persons as an artistic or literary
parody that targets The Twilight Saga motion pictures as
an object of ridicule, contempt and criticism; and
(ii) Defendants have previously admitted that BTLPs work
is an artistic or literary parody of the Twilight Saga
movies; and
(b) Twiharder is statutorily protected as fair use under
section 107 of the COPYRIGHT ACT of 1976, 17 U.S.C 107,
vis--vis the five Twilight Saga motion pictures identified
in this Amended Complaint; and
(c) Twiharder is equitably privileged under the common law
doctrine of fair use.
510. BTLP respectfully seeks recovery of its costs and an award
of reasonable attorneys fees pursuant to 17 U.S.C. 505.


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COUNT VI
NON-INFRINGEMENT / NON-DILUTION
! ! !
LANHAM ACT, 15 U.S.C. 1051 et seq.
[BTLPs MOVIE PROMO MATERIALS]
___
512. BTLP repeats and re-alleges every allegation set forth
above as if set forth fully herein.
513. Defendants objectively baseless allegations of trademark
infringement, false designation of origin and dilution against BTLP,
as contained in Defendants pre-litigation C&D campaigns and as set
forth in Summits Counterclaims [Docket No. 16] have created and
perpetuated a case of actual controversy.
514. As a result of this present case of actual controversy,
BTLP is entitled under 28 U.S.C. 2201, 2202 to seek a declaration
of its rights and other legal relations vis--vis Defendants.
515. BTLP respectfully seeks a declaratory judgment from the
Court declaring that BTLPs Movie Promo Materials do not infringe
any of the trademarks or servicemarks identified in Defendants
Counterclaims [Docket No. 16].
516. BTLP respectfully seeks recovery of its costs and an award
of reasonable attorneys fees in view of Defendants bad faith and
predatory conduct.


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COUNT VII
STATUTORY VIOLATION
CAL. BUS. & PROF. CODE 17200
! ! !
[Unlawful and Unfair Business Practices]
___

517. BTLP repeats and re-alleges each and every preceding
allegation in this First Amended Complaint as if fully set forth
herein.
A. UNLAWFUL BUSINESS PRACTICES

518. Defendants anticompetitive and predatory conduct, as
detailed in this First Amended Complaint, constitute statutory
violations of the federal Sherman Act, 15 U.S.C. 1, 2; the federal
Lanham Act; the California Sherman Act; and the California
Business & Professions Code 17500.
519. Defendants anticompetitive and predatory conduct, as
detailed in this First Amended Complaint, violates well-established
court-made rules and legal doctrines, including, but not limited to,
the following:
! [C]opyright owners may not pre-empt exploitation of
transformative markets . . . . [B]y developing or licensing a market
for parody or other transformative uses of its own creative work, a
copyrigh owner plainly cannot prevent others from entering those
fair use markets. Castle Rock Entertainment v. Carol Publishing
Group, Inc., 150 F.3d 132 fn. 11 (2d Cir. 1998).
! [T]here is NO protectible derivative market for criticism . .


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. the law recognizes no derivative market for critical works, including
parody. Campbell vs. Acuff-Rose Music, 510 U.S. 569, 592 (1994).
! Copyright law is NOT designed to stifle critics. Fisher vs.
Dees, 794 F.2d 432, 437-438 (9th Cir. 1986).
! Defendants have produced a song that parodies plaintiffs
successful and well-known product. Censoring such parodies even
ones that become profitable themselvesraises serious dangers to
the First Amendment. Mattel, Inc. v. MCA Records, Inc., F.Supp.2d
1120, (9
th
Cir.1998),
! The owner of a trademark does not possess a property
right that is superior to the First Amendment right accorded to
artistic expression. Girl Scouts of U.S. v. Bantam Doubleday Dell
Publishing Group, 808 F.Supp. 1112, 1118 (S.D.N.Y.1992).
! [P]ermissible parody, whether or not in good taste, is the
price an artist pays for success.... MCA, Inc. v. Wilson, 677 F.2d
180, 191 (2d Cir.1981) (Mansfield, J., dissenting).
B. UNFAIR BUSINESS PRACTICES

520. Defendants practice of excluding BTLPs feature-length
motion picture from the WMPI is unfair because it offends the well-
established public policy that promotes a multiplicity of voices,
including unauthorized critical commentary in the free marketplace
of ideas.
521. Defendants act of using Stephenie Meyers religious
beliefs as grounds to exclude BTLPs motion picture from the WMPI
is immoral, unethical, oppressive, and unscrupulous.
522. Defendants anticompetitive conduct, as detailed in Part VI


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of this First Amended Complaint, is substantially injurious to
consumers.
523. Defendants business practices are unfair because BTLP
suffered a major economic loss whereas Defendants reaped ill-gotten
gains by capturing monopoly profits.
524. There exists no justification for Defendants
anticompetitive and predatory conduct particularly when weighed
against the gravity of the harm suffered by BTLP.
C. REMEDY SOUGHT

525. As a result of Defendants violation of CAL. BUS. & PROF.
CODE 17200, Defendants should be ordered to disgorge their profits
obtained from licensing fees or revenues earned or received in
connection with Vampires Suck (2010) and Breaking Wind (2012).
526. Defendants should be enjoined from engaging in future
acts of unfair competition as detailed herein. CAL. BUS. & PROF. CODE
17203 (injunction available for past, present, or proposed unfair
competition).
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COUNT VIII
INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE
! ! !

527. BTLP repeats and re-alleges every preceding allegation set
forth above as if fully set forth herein.
A. EXISTING PROSPECTIVE BUSINESS RELATIONSHIP

528. BTLP had an existing business and economic relationship
(or prospective economic relationship) with Warner Brothers Digital
Distribution, Gravitas Ventures, Chubb Insurance, Breaking Glass
and other third-party WMPI market players.
B. PROSPECTIVE BUSINESS ADVANTAGE

529. By virtue of BTLPs existing or prospective business
relationships with WBBD, Gravitas, Chubb, and Breaking Glass, and
other third-party WMPI market players, BTLP had a reasonable
expectation of economic advantage which would have otherwise
accrued to it.
530. There existed a high probability of future economic benefit
from BTLPs existing or prospective business relationships with
WBBD, Gravitas, Chubb, and Breaking Glass and other third-party
WMPI market players.
531. It was reasonably probable that BTLPs economic
advantage would have been realized but for the Defendants
injurious interference.


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C. INJURIOUS INTERFERENCE

532. Defendants objectively baseless and bad faith
enforcement of its purported intellectual property rights, which pre-
litigation activity extended from December 2011 through May 2013,
constituted an intentional disruption or diversion of BTLPs business
relationships because all of BTLPs existing or prospective business
relationships with WBBD, Gravitas, Chubb, and Breaking Glass were
terminated, revoked or suspended (and not thereafter reinstated) as
a result of Defendants bad faith predatory conduct.
D. WRONGFUL CONDUCT

533. Defendants engaged in wrongful conduct, separate from
the injurious interference itself, that falls outside the boundaries of
fair competition.
534. Defendants continued use of bad faith IP enforcement
tactics without legal justification, as detailed in Part VI of this First
Amended Complaint, constituted wrongful conduct.
535. By asserting Ms. Stephenie Meyers religious beliefs into
the economic framework that underlies Defendants intellectual
property enforcement practices, Defendants conduct was wrongful.
536. Defendants engaged in monopolistic and anticompetitive
conduct that was calculated to restrict competition and censor
BTLPs freedom of speech.
537. Defendants wrongful conduct violated the recognized rule
of common law that no derivative licensing market exists for critical
works, including parody.
538. Defendants insistence that BTLP must obtain a copyright


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license from Defendants to make an artistic parody is in direct
contravention to section 107 of the Copyright Act and stare decisis
and, therefore, is wrongful.
539. Defendants intent to exclude BTLP from the WMPI was
wrongful because Defendants had no real apprehension or
reasonable belief that BTLPs movie Twiharder would compete with
or displace from the market any of The Twilight Saga movies.
540. Defendants intent to protect its interests in auto-parody
copyright licenses by asserting trademark rights does not reflect an
intent to enforce legitimate business interests and is therefore
wrongful.
E. KNOWLEDGE AND INTENT

541. Defendants knew of and intended to interfere with BTLPs
prospective business advantage(s).
542. Defendants blocked distribution of Twiharder and
attempted to destroy BTLPs business with the intent to capture
monopoly profits from exploitation of Vampires Suck (2010) and
Breaking Wind (2012)
543. Defendants intentional acts of alleging copyright and
trademark infringement against BTLP more than two years after
Summit had first learned of BTLPs film and business operations was
predatory in nature.
544. Defendants knew that their intentional transmission of
C&D letters would be substantially certain to result in interference
with BTLPs economic relations with WBBD, Gravitas, Breaking
Glass, and Chubb, as well as all other market players in the WMPI


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market as a whole.
F. CAUSATION

545. It was reasonably probable that the economic advantages
presented by WBBDs worldwide distribution deal would have been
realized but for Defendants interference.
546. It was reasonably foreseeable to Defendants that their
engagement in objectively unreasonable and bad faith IP
enforcement practices would result in the exclusion of BTLP from the
relevant WMPI markets.
G. DAMAGE

547. As a result of Defendants interference, BTLP sustained
economic loss, as per CAL. CIV. CODE 3333, including lost profits
and expenses incurred and all detriment proximately caused.
S48. BTLP also seeks punitive damages under CAL. CIV. CODE
3294 as a result of Defendants intentional bad faith conduct9

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COUNT IX
PRIMA FACIE TORT /
ACTION FOR DAMAGES
! ! !

S49. BTLP repeats and re-alleges every preceding allegation in
this First Amended Complaint as if fully set forth herein.
SSu. At all relevant times, Defendants had a duty to BTLP not
to assert objectively baseless claims against BTLP.
SS1. Defendants interference with the licensing and worldwide
distribution of the Twiharder motion picture via WBBD constituted
malicious activity that was intended to cause injury and damage to
BTLP.
SS2. Defendants objective to permanently injure BTLP and to
bring about complete destruction of BTLPs business and valuable
intellectual property assets was in bad faith, even if Defendants
repeated transmissions of the C&D letters constituted lawful
petitioning activity (which they did not).
SSS. Defendants demand that BTLP seek authorization from
Defendants to distribute Twiharder, followed by Defendants abject
refusal to grant a license, constituted bad faith.
SS4. Defendants suppression of BTLPs expressive work was
malevolent in nature. Such is the evil manifested by undertaking to
parody ones own work.
SSS. Defendants interference with the licensing and worldwide
distribution of Twiharder via Warner Brothers Digital Distribution in
was a substantial factor bringing about BTLPs economic injury.


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SS6. As a direct and proximate result of Defendants malevolent
acts, BTLP is entitled to compensatory damages and/or lost profits

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PRAYER FOR RELIEF
WHEREFORE, Plaintiff BETWEEN THE LINES PRODUCTIONS, LLC
prays for Judgment Against Defendants LIONSGATE
ENTERTAINMENT CORP. and SUMMIT ENTERTAINMENT, LLC, joint
and severally, as follows:

! COUNTS I-IV !
ANTITRUST VIOLATIONS
___
[SHERMAN ACT, 15 U.S.C. 2; CLAYTON ACT, 15 U.S.C. 15, 26]
1. As per Section 4 of the CLAYTON ACT, 15 U.S.C. 15,
Plaintiff respectfully seeks an award of treble damages from the
Court against Defendants LIONSGATE and SUMMIT, to be held
jointly and severally liable, in an amount to be determined at trial.
2. As per Section 16 of the CLAYTON ACT, 15 U.S.C. 26,
Plaintiff respectfully seeks an Order to enjoin Defendants
LIONSGATE and SUMMIT from causing further harm to competition
by continuing to engage in auto-parody licensing of its blockbuster
movie franchises and from prospectively repeating any of the
anticompetitive activities set forth herein.
3. As per Section 4 of the CLAYTON ACT, 15 U.S.C. 15 and
Section 16 of the CLAYTON ACT, 15 U.S.C. 26, Plaintiff respectfully
seeks its cost of suit, including a reasonable attorneys fee.


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! COUNT V !
Non-Infringement of Defendants Copyright Interests
[FIRST AMENDMENT; COPYRIGHT ACT, 17 U.S.C. 101, 106-107]
4. Upon good cause shown, Plaintiff seeks a declaratory
judgment from the Honorable Court pursuant to 28 U.S.C. 2201,
2202, and in the further interests of justice, declaring the
copyrighted motion picture TWIHARDER to be non-infringing vis--
vis the five motion picture titles in Defendants THE TWILIGHT SAGA
copyright repertoire by virtue of (a) First Amendment; (b) Fair Use
pursuant to Section 107 of the Copyright Act of 1976, 15 U.S.C.
107; or (c) the common law doctrine of fair use.
5. Plaintiff respectfully seeks its full costs and an award of
reasonable attorneys fees pursuant to 17 U.S.C. 505.

! COUNT VI !
Non-Infringement / Non-Dilution of
Defendants Trademark Holdings
[LANHAM ACT, 15 U.S.C. 1051 et seq.]
___
6. Upon good cause shown, Plaintiff seeks a declaratory
judgment from the Honorable Court pursuant to 28 U.S.C. 2201,
2202, and in the further interests of justice, declaring that NONE of
the Movie Promo Materials identified in this First Amended
Cmplaint constitute infringement, dilution or false designation of
origin violations pursuant to the LANHAM ACT, 15 U.S.C. 1051; et


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seq, 1119, 1125; vis--vis any of Defendants trademark or
servicemark holdings.
7. Plaintiff respectfully seeks its full costs and an award of a
reasonable attorneys fee on account of Defendants bad faith and
predatory conduct.
! COUNT VII !

STATUTORY VIOLATION
CAL. BUS. & PROF. CODE 17200
[Unlawful and Unfair Business Practices]
___
8. As a result of Defendants violations of CAL. BUS. & PROF.
CODE 17200, Defendants should be ordered to disgorge their profits
and ill-gotten gains derived from licensing fees or revenues earned or
received in connection with Vampires Suck (2010) and Breaking Wind
(2012).
9. Defendants should be enjoined from engaging in future
acts of unfair competition as detailed herein under CAL. BUS. & PROF.
CODE 17203 (injunction available for past, present, or proposed
unfair competition).
predatory conduct.
! COUNT VIII !

INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE
___
11. As a result of Defendants injurious interference, BTLP
sustained economic loss, as per CAL. CIV. CODE 3333, including lost


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profits and expenses incurred and all detriment proximately caused.
12. BTLP also prays for an award of punitive damages under
CAL. CIV. CODE 3294 as a result of Defendants intentional bad faith
conduct9
predatory conduct.
! COUNT IX !

PRIMA FACIE TORT /
ACTION FOR DAMAGES
___
14. As a direct and proximate result of Defendants malevolent
acts, BTLP seeks compensatory damages and/or lost profits in an
amount to be determined at trial.
15. Plaintiff respectfully seeks its full costs and an award of
reasonable attorneys fees on account of Defendants bad faith and
predatory conduct.

Dated: August 10, 2014

/jameshfreeman/
__________________________
James H. Freeman, Esq.

JH FREEMAN LAW
[Admitted Pro Hac Vice]
3 Columbus Circle, 15
th
Floor
New York, NY 10019
Tel: (212) 931-8535 / Fax: (212)
james@jhfreemanlaw.com

Attorney for Plaintiff Between
the Lines Productions, LLC

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