SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

------------------------------------x
NY ICE, LLC, : Index No.
Plaintiff,
-against-
: SlTMMONS
: Plaintiff designates New York County as
CHARLES WANG, CBW/SK SPORTS
; the place oftrial
VENTURES II, INC., CBW/SK SPORTS
VENTURES, LP, and CBWINL SPORTS
: The basis ofthe venue designated is that
VENTURES, LLC,
: the defendants consented to venue in New
; York County in the contract at issue.
Defendants.
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TO THE ABOVE NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED and required to serve upon the undersigned
attorneys for above named plaintiff an answer to the complaint in this action within twenty (20)
days after the service ofthis summons, exclusive ofthe day of service, or within thirty (30) days
after service is complete ifthis summons is not personally delivered to you within the State of
New York. In case of your failure to answer, judgment will be taken against you by default for
the relief demanded in the complaint.
Dated: New York, New York
August 11,2014
__ __
Harris N. Cogan
Simon Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
1
FILED: NEW YORK COUNTY CLERK 08/11/2014 01:37 PM
INDEX NO. 652450/2014
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/11/2014
BLANKROME,LLP
GrantS. Palmer(prohacvice
applicationtobefiled)
JaretN. Gronczewski(prohacvice
applicationtobefiled)
OneLoganSquare
Philadelphia,PA19103
Tel: (215)569-5578
2
SUPREMECOURTOFTHESTATEOFNEWYORK
COUNTYOFNEWYORK
NYICE,LLC, )
)
Plaintiff, )
) IndexNo:
vs. )
)
CHARLESWANG, )
CBW/SKSPORTSVENTURESII,INC., ) COMPLAINT
CBW/SKSPORTSVENTURES,LP,and )
CBWINLSPORTSVENTURES,LLC )
)
Defendants.
PlaintiffNYICE, LLC (''NY ICE"), by its attorneys Blank Rome, LLP, as and for its
Complaint against Defendants Charles Wang ("Wang"), CBW/SK Sports Ventures II, Inc.
("CBWInc."),CBW/SKSportsVentures, LP("CBWLP"),andCBWINLSportsVentures,LLC
("CBWLLC")(collectively"Defendants"or"Sellers")allegesasfollows:
NATUREOFTHEACTION
1. This is a case about enforcing the parties' agreed-upon and partially performed
contract. Following extensive negotiations, PlaintiffNY ICE and Defendants entered into an
agreementpursuantto whichNYICE wouldpurchase theNewYorkIslanders ("Islanders")of
theNationalHockeyLeague("NHL")fromDefendants(the"Transaction"). Thepartiesmetand
reached an agreement and then shook their hands on the agreement. This agreement was
memorialized ina 70 page written Securities Purchase Agreement ("SPA") which provides all
material terms for thepurchaseofthe Islanders byNYICE. Defendantsrepeatedlymanifested
theirintentto be boundby the SPA, bothinwriting and verbally. They stated, inwriting, that
the SPA was in "final form" and that they were "signed off'on it. Most significantly, both
Defendants and NY ICE began the post-contracting process of fulfilling the enumerated
conditions ofclosing the Transaction including (a) the Defendants seeking approval ofthe
transactionbytheNHLdescribingthe SPAasbeing"infinal fonnpendingyourapproval" and
(b)NYICE seekingand actually obtaining financing commitmentsto satisfyDefendants' bank
debt.
2. As the parties began to complete all conditions to closing the Transaction,
Defendants, without notice, abruptly refusedto proceedto close the Transactionand honorthe
tennsofthe SPA. Instead, theyimproperlysoughtto renegotiatethealready agreeduponprice
tobepaid.
3. One ofthe reasons for Defendant Charles Wang's ("Wang") about-face is now
clear: Wang was having seller's remorse becausehebelievedhe hadagreedtoselltheIslanders
for apricetoo lowafterhearingthe unrelatednewsthata$2 billionbidwas placedtopurchase
theLosAngelesClippersof theNationalBasketballAssociation.
4. Notwithstanding his "my word is my honor" mantra and the documents
memorializing the agreement, Wang- contraryto his word- attemptedto inflate the purchase
price from the $420 million enterprise value that had been agreed-upon in March 2014. This
attempt to coerce NY ICE into inflating its purchase price, after having invested over nine
months attempting to finalize the ownership transfer, was nothing more than bad faith on
Defendants'part,motivatedsolelybygreed.
5. Underthe tennsofthe agreement, NY ICE is entitledto specificperfonnanceto
force the saleofIslanders. OwnershipofanNHL franchise is auniquepropertyandthefailure
tofollowthroughwiththe salehascausedNYIceirreparableharm.
2
6. Alternatively,NYICE is entitledtothe $10 million"breakup"fee to whichthe
partiesagreed. Attheveryleast,NYICE isentitledtorecoveritscostsandlossessufferedas a
resultofDefendants'renegingontheagreement.
PARTIES
7. NYICEisaDelawarelimitedliabilitycompanywithaprincipalplaceofbusiness
locatedat280KingofPrussiaRoad,Radnor, P A19087.
8. Charles Wang is an individual withan address of5 Sagamore Hill Road, Oyster
Bay,NY11771.
9. CBW Inc. is aDelaware corporationwithaprincipalplaceofbusinesslocatedat
1600OldCountryRoad, Plainview,NY 11803.
10. CBW LLC is a Delaware limited liability company with a principal place of
businesslocatedat 1600OldCountryRoad, Plainview,NY11803.
11. CBW LP is a Delaware limited partnership with a principal place ofbusiness
locatedat 1600OldCountryRoad, Plainview,NY11803.
JURISDICTIONANDVENUE
12. This Courthas personaljurisdictionoverDefendants asthey are citizens ofNew
York.
13. Venue is proper as to all parties as Section 10.3 ofthe SPA provides that the
parties consent to jurisdiction in New York, New York. Furthermore, venue is proper as a
substantial portion ofthe events giving rise to the causes ofaction, including negotiations,
occurredinNewYork,NewYork.
3
FACTUALBACKGROUND
InitialDiscussionsandNegotiations
14. In November 2013, Andrew Barroway, principal ofNY ICE ("Barroway") was
putincontactwith Wang to beginnegotiations for the purchase ofthe Islanders. Negotiations
tookplacetelephonically,electronically,andthroughin-personmeetingsinNewYork.
15. Wang is a sophisticated businessman, who has been the owner ofthe Islanders
(throughDefendantentities)since2000.
16. Wang was assisted in the negotiations by his right-hand man, Art McCarthy
("McCarthy"), who is the "Alternate Governor" for the Islanders and CFO ofone ofWang's
otherbusinesses- NeuLion,aswellas RoyReichbachwho isgeneralcounselof theIslandersas
wellas NeuLion.
17. Wang was also assisted by attorneys at the law firm ofKaye Scholer, including
theCo-ChairoftheFirm'sCorporateDepartment.
18. Aninitial in-personmeetingbetweenWang,McCarthy,andBarrowaytookplace
inWang'sPlainview,NewYorkoffice.
19. Overthenextweekortwo,thepartiesagreedonthebasicframeworkforthesale.
20. During these negotiations, Wang repeatedly assured Barroway that he was
committedtoselltheIslanderstoBarroway.
21. Negotiations continued in earnest between the two sides to finalize the details
untilanagreementwasreachedinMarch2014.
AgreementReachedinMarch2014
22. On March 10, 2014, Barroway and his attorneys met with Wang, McCarthy,
Wang's in-house lawyer, and Wang's outside counsel at Kaye Scholer's offices in Manhattan.
4
The purpose ofthis meeting was to finalize the agreement for the purchase ofthe Islanders,
includingfinalizingthetransactiondocumentstosendtotheNHLforreview.
23. TheMarch 10, 2014 meetingwas successful. Wang confirmedthathe agreedto
sell the team to NY ICE, and the parties reached a final agreement on the structure ofthe
purchase. Thepartiesagreedtoapurchasepricebasedona$420millionenterprisevalue.
24. Thepartiesalsoagreedthatthetransactiondocuments,whichhadbeennegotiated
anddraftedovertheprecedingweeksincontemplationoffinal agreementonthesaleprice,were
finalizedandtheywerereadytosendto theNHLforreview.
25. At the March 10
th
meeting, the parties shook hands in front ofboth Wang's
advisers and lawyers and Barroway's lawyers. Wang and McCarthy both expressed their
congratulationstoBarroway.
26. On repeated occasions during the negotiations, Wang made statements to
BarrowaystatingthatWangwasanhonorablemanandthathiswordwashishonor.
27. The framework for the purchase was that NY ICE would acquire 100% ofthe
equity in the Islanders from Defendants. CBW Inc., CBW LP, and CBW LLC would then
receivea25%interestinNYICE.
28. The purchase price was based onan enterprise value of$420,000,000, withNY
ICE paying $100 million in cash up front, and an $84 million promissory note issued to
Defendants ("Sellers Note"). As part ofthe deal, NY ICE would assume certain debts and
obligations ofDefendants, including a $125 million note issued to Defendants from Bank of
America("BANANote").
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29. The document memorializing the transaction is the Securities Purchase
Agreement("SPA"). Atrueandcorrectcopyof theSPAisattachedheretoasExhibit"A." The
partiesagreedthatthenearly70pageSPAwasin"finalfonn."
30. TheSPAcontainsallof the agreed-totenns(materialandnon-material)between
the parties. For instance, the SPA specifically provides for, among other things: (1) the
consideration, closing details, ticket revenue adjustments (Article I); buyer's representations
(ArticleII);(3)sellers'representations(ArticleIII); and(4)covenantsandagreementsregarding
theoperationoftheteam.
31. The SPA contains an express "exclusivity" provision that provided that
Defendantswouldnotnegotiatewithanyotherentityaboutthesaleof theteam. See SPAatArt.
5.6.
32. The SPA also provides that after entering into the SPA, the parties would take
the stepstoobtainNHL approval andobtainalternative financing, ifnecessary, for NYICEto
assume the $125 millionBANANote. Thesewere conditions to the closing ofthetransaction
andnotconditionstoenteringintotheagreement. See ExhibitAatArt. 5.5,5.12,7.1-7.2.
TheMarch10,2014EmailConfirmingThatDefendantsWere"SignedOff"ontheSPA
33. LateronMarch 10, 2014, after the partiesreached a final agreement andshook
hands, McCarthy confinned to NY ICE's lawyers in an email that he "spoke with Charles
[Wang] and told himthe paperwork iscompletedand we are signed off" He also noted that
Wang will workwithNYICE to "getthe Banksonboard." See Email from Art McCarthyto
Gary Goldenberg and Cory Jacobs dated March 10, 2014, a true and correct copyofwhich is
attachedheretoasExhibit"B."(emphasisadded).
6
ThePartiesBegintoPerformtheAgreementby EndeavoringtoFulfilltheConditionsto
ClosingtheSale
34. Underthe tennsofthe SPA, NHLconsenttothe agreement was a "conditionto
theclosing,"notaconditiontotheenforceabilityoftheparties'agreement. SeeExhibitAatArt.
VII.
35. Two days after the March 10, 2014 meeting, Wang's attorney forwarded the
purchase documents tothe NHL for review. Although the documents were not yet executed,
Wang'sattorney notedthey are "infmal fonn" pendingthe NHL'sapproval. See Email from
MarkKingsleytoGaryBettmanandDaveZimmennandatedMarch12,2014,atrueandcorrect
copyofwhichisattachedheretoasExhibit"C."
36. OnMarch 18, 2014, NHL representatives spoke with representatives from NY
ICEandDefendants.
37. The only change ofany substance to the SPA which the NHL wanted before
approvingtheTransactionwerefortheSellersNotetobereworkedsothatitcouldbeconverted
into equityand for thepartiestohave actuallyobtainedBANA'sconsenttoNYICEassuming
theBANANote.
38. TheNHL'srequestfor mechanical financing changesdidnotmateriallyalterthe
parties'agreementforDefendantstoselltheIslanderstoNYICE.
39. At or about that time, Wang also infonned Barroway and his advisor that the
NHLwantedhimtomeetwithotherpotentialinvestmentgroups,butWangstatedthathewould
only speakwith othergroups as a courtesyto theNHL and that he fully intendedtohonorhis
commitmenttoselltheteamtoNYICE.
7
~ .
40. On or about April IS, 2014, the parties agreed on the specific means for the
conversion ofthe Seller'sNote to equity, as required by the NHL. Wang again congratulated
Barroway.
41. In fact, on multiple occasions after March 10, 2014 Wang and McCarthy
congratulated Barroway at the end ofmeetings and provided handshakes while reaffirming the
agreementtoselltheIslanderstoNYICE.
NY ICE Obtains Alternative Financing to Buy Out the BANA Note
42. Pursuantto Section5oftheSPA, as analternative toobtainingBANA'sconsent
totheassumptionofitsNote,NYICE waspermittedto seek"AlternativeFinancing"to assume
theBANANoteobligation.
43. AfterApril 15,2014,thepartiescontinuedtomoveforward ontheassumptionof
the BANANote obligation, whichwas the lastremainingpieceto obtainNHLsign-offandthe
lastkeyconditiontoclosingtheTransaction.
44. AfterdiscussionswithBANA,NYICEdeterminedthatthebestcourseofaction
was to obtain Alternative Financing to buyoutthe BANA Note. NY ICE was able to secure
termsfora$125 millioncreditfacilitytobuyouttheBANANote.
45. Thus, the parties had addressed the NHL's concerns, and now were set to
formallyclosetheTransaction.
Wang and the Other Defendants Attempt to Extort Higher Purchase Price
46. On June 10, 2014, Barroway and one ofhis representatives met with Wang and
McCarthyinNewYork.
47. At this meeting, Wang never stated that the transaction, as agreed to in March,
wasnotstillintact.
8
48. At one point, however, Wang pulled Barroway into a separate room and during
this conversation,he expressedthathe could haveobtainedahigherprice forthe Islanders now
''thankstoSteveBallmer."
49. ThiswasareferencetotherecentnewsthatSteve Ballmerwas readyto offer$2
billion to purchase the Los Angeles Clippers of the National Basketball Association.
Apparently, despite the parties' agreement, Wang was plotting to squeeze a higher purchase
price than the one he already accepted. On numerous occasions thereafter, Wang made smug
statements,suchas"thankyouSteveBallmer."
50. Ballmer'sClippers bid, evenfor ateam based in downtown Los Angeles that is
partofthe globallypopularNBA, has since been widely criticized as far outsidethe bounds of
themarketplaceforsportsfranchises.
51. In what can only be described as a clearcase ofseller'sremorse, Wang, whose
greed was further stoked by the Ballmer bid, then set on a course ofbad faith conduct to
improperly renege on the agreement and eventually blind-side NY ICE with a substantially-
increasedpricedemand.
52. Wang, faced with the choice ofhonoring the terms ofthe SPA as well as his
word, commitment, and agreement to NY ICE onthe one hand and greed onthe other, chose
greed.
53. After Wang returned from a Caribbean vacation, the parties scheduled an in
personmeetingforJuly16,2014atWang'sPlainview,NewYorkoffice.
54. Atthis meeting, Barroway andNY ICE'srepresentative metwithMcCarthyand
Wang.
9
55. Immediately upon Barroway's arrival, Wang ushered Barroway to a separate
room and expressed concerns about the parties' agreement that were never previously raised.
Thiswasclearpretextfor Wangtoattempttoextortanincreaseinthepurchaseprice.
56. Wang,justashehadonmultipleprioroccasions, interjectedgratuitouscomments
"thanking"SteveBallmer.
57. Wangthenblind-sidedBarrowaybydemanding$548millionfortheteam.
58. The parties met again on July 28, 2014 where Defendants, despite the parties'
agreement, continued their unscrupulous and greedy efforts to renege on the deal and extort a
greaterpurchaseprice.
59. Wang informed BarrowayonAugust 1,2014-- while Wang was vacationingin
Hawaii -.thathe decidedto sellthe Islandersto a different investmentgroup. Topull the rug
from NY ICE's feet and sell to another group after NY ICE and Defendants reached an
agreementinMarch2014istheculminatingeventofDefendants'overallbadfaithconduct.
60. ThespecificsofthedealbetweenthetwosideswerecompleteinMarch2014and
NYICEaddressedthetwomechanicalissuesthattheNHLraised. Ifnotfor Wang'ssubsequent
greed, exacerbatedbythe unrelated SteveBallmerbid,thesalewouldhavebeenconsummated.
NY ICE is entitled to specific performance to effectuate the parties' agreement and injunctive
reliefpreventingthesaleoftheIslanderstoanyotherentityorperson.
FIRSTCAUSEOFACTION
(BreachofContract-- SpecificPerformanceagainstDefendantsCBWInc.,CBWLP,and
CBWLLC)
61. The allegations contained in Paragraphs 1-60 are incorporated byreference as if
fullysetforthherein.
10
62. On March 10, 2014, the parties reached an agreement for Defendants to sell the
Islanders to NY Ice for the purchase price of $420,000,000 in enterprise value. The agreement
was accepted by both sides and the ultimate contractual objective, the terms for the purchase of
the Islanders, had been reached.
63. On March 12, 2014, Defendants sent the finalized transaction documents to the
NHL for review and Wang met in person with representatives from the NHL.
64. Defendants stated, in writing, that these documents were in "final form."
65. The SPA is the primary document that reflected the parties' agreement.
66. Following the March 10,2014 meeting, the parties intended that they be bound by
the SPA notwithstanding that it had not yet been physically signed.
67. Section 10.10 of the SPA provides for specific performance as a remedy for
violations of the terms ofthe SPA. Defendants violated the most basic term of the SPA -- sale of
the Islanders at the agreed-upon price.
68. Defendants' bad faith conduct -- reneging on a deal that it had already accepted--
breached the SPA and the parties' agreement.
67. Ownership of an NHL franchise is a unique property, and Defendants' breach of
the agreement between the parties has caused irreparable harm.
68. NY Ice is entitled to specific performance of the terms of the SPA compelling
Defendants to proceed in good faith to fulfill any remaining closing conditions and close the
Transaction for the sale of the Islanders as contemplated in the SPA.
11
SECONDCAUSEOFACTION
(BreachofContract- PaymentoftheBreakUpFeeasLiquidatedDamagesagainst
DefendantsCBWInc.,CBWLP,andCBWLLC)
69. The allegations contained in Paragraphs 1-68 are incorporated byreference as if
fullysetforthherein.
70. In the alternative to the First Cause ofAction, NY ICE is entitled to liquidated
damages as set forth in the SPA based on Defendants' improper "termination" as that term is
definedintheSPA.
71. Section9.2 ofthe SPAprovidesfor a$10million"breakup"fee (the"BreakUp
Fee") should Defendants terminate the agreement without closing. See Exhibit A at Art.
9.2(b)(iv)-(v)(the"TerminationClause").
72. Under the terms ofthe Termination Clause, Defendants could terminate the
Transaction"ifsatisfaction ofany ofthe conditions in Section 7.2 [conditions ofclosing] is or
becomesincapableoffulfillment." ExhibitAatArt.9.1(c).
73. ByrefusingtoproceedwiththeTransactionDefendants"terminated"theSPA.
74. As ofthetime Defendantsrefusedto proceed withthe Transaction, there was no
conditionofclosingwhichwasincapableoffulfillment.
75. PursuanttotheTerminationClause,NYIceisentitledtotheBreakUpfee.
76. AsaresultofDefendants'breachofcontract,NYICEisentitled,asanalternative
to specific performance, to damages in the amount ofnot less than $10 million, together with
interest,thereon.
12
THIRDCAUSEOFACTION
(BreachofContract- BreachofExclusivityProvisionagainstDefendantsCBWInc.,CBW
LP,andCBWLLC)
77. The allegations contained inParagraphs 1-76 are incorporated byreference as if
fully setforthherein.
78. Section 5.6 of the SPA contains an express exclusivity clause ("Exclusivity
Clause").
79. The Exclusivity Clause prohibitedDefendants from enteringintoany contractor
acceptinganyofferfromanyotherperson.
80. Upon information and belief, Wang and the rest ofDefendants negotiated with
otherpotentialpurchasersandreachedanagreement, eventhoughDefendantshadan agreement
withNYIceasofMarch10,2014andtheSPAwasconcededtobein"finalform."
81. Contrary to Wang's false statementthat he was meeting with other buyers as a
courtesy to the NHL only, Wang and the Defendants, upon information and belief, were
negotiating and agreeingto sellto another group inmaterialbreachofSection5.6. Section5.6
providesthatanybreachoftheExclusivityClausewouldcause"irreparabledamage"andentitle
NYIce to injunctive relief"inadditionto any otherremedy to which Buyermaybe entitledat
laworinequity."
82. NY ICE is entitled to a declaration that Defendants are in breach of the
ExclusivityProvision.
13
FOURTHCAUSEOFACTION
(BreachofContractlBreachofDutytoNegotiateinGoodFaith- Costsl Damagesagainst
DefendantsCBWInc.,CBWLP,andCBWLLC)
83. The allegations contained inParagraphs 1-82 are incorporated by reference as if
fullysetforthherein.
84. It is undisputablethat, atthevery least, asofMarch 10,2014,thepartieshadan
agreed-toframeworkforapurchaseinplacewiththeintentionthatthepartieswouldnegotiatein
good faith to rectify any open issues raised by the NHL review ofthe finalized transaction
documents. The$420millionenterprisevaluepurchasepricewasaclosedtermagreed-toas of
March10,2014.
85. Defendants, principally through Wang's unsavory conduct, failed to meet their
dutytonegotiateanyremainingopentermsingoodfaith.
86. Instead,afterseeinganNBAfranchiseobtaina$2 billionbid,Wangbelievedthat
hecouldobtainmoremoneyfortheIslandersthanhealreadyacceptedinhisagreementwithNY
Ice.
87. WangandtheotherDefendantsembarkedonabadfaithcampaigntobreakapart
the deal. Wang's badfaith culminated in his refusal to honorthe agreement and indicationof
intenttoselltoanotherbuyer.
88. Thisconductisespeciallyegregiousinlightof thefactthatNYIceandBarroway
performedallthetaskstosatisfytheNHL'scommentstothetransaction.
89. AsadirectandproximateresultofDefendants' failuretonegotiateanyremaining
openitemsingoodfaith,NYIcesustainedsignificantdamages.
14
FIFTHCAUSEOFACTION
(BreachofCovenantofGoodFaithandFairDealingagainstDefendantsCBWInc.,CBW
LP,andCBWLLC)
90. The allegationscontainedinParagraphs 1-89 are incorporated by reference as if
fullysetforthherein.
91. OnMarch 10, 2014, the parties metandreached anagreement for Defendantsto
sellthe Islandersto NY ICEforthepurchasepriceof$420,000,000inenterPrisevalue. Allthe
detailsofthe agreementwereacceptedby bothsides andtheultimatecontractualobjective,the
termsforthepurchaseoftheIslanders,hadbeenreached.
92. OnMarch 12, 2014, Defendants sent the fmalized transaction documents to the
NHLfor review. Defendantsadmittedthatthese documents were in"finalform" andready for
execution.
93. As ofMarch 10, 2014, thepartieshadanagreementforapurchaseinplacewith
theintentionthatthepartieswouldnegotiateingoodfaithtorectifyanyopenissuesraisedbythe
NHLreviewofthefmalizedtransactiondocuments.
94. Defendants, principally through Wang's unsavory conduct, failed to meet their
duty to perform their contractual obligations in good faith or, at the very least, negotiate any
open terms in good faith. Wang's attempt to obtain a higherpurchase price from NY ICE is
inconsistentwiththeclosedpricetermof $420millionestablishedonMarch10,2014.
94. As a directand proximate result ofDefendants' failure toact ingood faith, NY
ICE sustained significant damages. As aresult ofDefendants' breach ofthe covenant ofgood
faith and fair dealing, NY ICE requests that this Court enterjudgmentin its favor and against
Defendants for damages in an amount to be determined at trial, together with pre- and post-
judgmentinterest.
15
SIXTHCAUSEOFACTION
(permanentInjunctionagainstallDefendants)
95. The allegationscontained in Paragraphs 1-94 are incorporated byreference as if
fullysetforthherein.
96. Defendantsrepresentedthattheywerecommittedto selltheIslanderstoNYICE.
Onmultipleoccasions,Wang,representedthathis"word"ishis"honor."
97. Wang agreed that he would sell the Islanders to NY ICE for $420,000,000
enterprise value. On March 10, 2014, Wang shook hands with Barroway confirmingthe deal
andthepartiesfmalizedthedocumentation.
98. Wang perpetuated this agreement and his representations throughout the
following few months while the parties were addressingthe mechanical details to obtainNHL
approvalofthedeal.
99. NY ICE addressed the necessary items. However Wang was struck by seller's
remorseandchangedhismind.
100. NY ICE and Barroway understood that the represented and agreed-to purchase
priceof$420,000,000 inenterprise valuewasafinal agreement. WangknewthatNY ICEand
Barrowaywereacting underthatrepresentation, whichwasdistilledinawrittenSPA. Wang's
subsequent attempt to extort a higher sale price and his indication ofintent to sell to another
buyerwereabreachoftheparties'agreement.
101. DefendantsviolatedSection5.6ofthe SPA(ExclusivityClause),whichexpressly
providesfortheavailabilityforinjunctiverelief. Further,Section 10.10oftheSPAprovidesfor
specificperformanceandtheavailabilityof "injunctiverelief."
16 -- --------------------
102. The purchase ofan NHL franchise is a unique property that is not adequately
remediedthroughmoneydamages.
103. NYICEwillsufferirreparableharmasaresultofDefendants'misconduct.
104. NYICEisentitledtoapermanentinjunctionbarringDefendantsfrom negotiating
withortransactingasaleof theNewYorkIslandersoranyinterestintheentitieswhichownthe
NewYorkIslanderstoanypersonorentityotherthanNYICE.
SEVENTHCAUSEOFACTION
(PromissoryEstoppelagainstallDefendants)
105. TheallegationscontainedinParagraphs 1-104are incorporatedbyreference as if
fully setforthherein.
106. Defendants made a clear and unambiguous promise that they would sell the
IslanderstoNYICEfor$420,000,000enterprisevalue.
107. ThisagreementwasmemorializedintheSPA,whichDefendantsconcededwasin
"finalform"whentheyforwardedthedocumentstotheNHL.
108. NY ICE reasonably relied on the promise and actions ofDefendants including,
without limitation, Wang pledging onmultiple occasions pledgedthat his "word is his honor."
NYICE'sreliancewasforeseeable.
107. NY ICE has been significantly harmed and incurred substantial costs and
expensesinrelianceonDefendants' promise,totalingmorethan$2million. NYIceisentitledto
judgment in its favor and against Defendants for damages, including costs and fees (including
reasonableattorneys' fees), pre- andpost-judgmentinterest,andanysuchotherandfurtherrelief
asmaybedeemedjustandproper.
17
WHEREFORE,NYICE respectfullyrequests thatthis Courtenterjudgmentinitsfavor
asfollows:
(a) On its FirstCause ofAction, granting specificperformance enforcingthe sale ofthe
Islandersfrom DefendantstoNYIceattheagreed-topriceof$420millionenterprise
value;
(b) OnitsSecondCauseofAction,inthealternative,awardingliquidateddamagesinthe
amountof$10million;
(c) On its Third Cause of Action, declaring that Defendants have breached the
ExclusivityClauseandawardingdamagesinanamounttobedeterminedattrial;
(d) Onits FourthCause ofAction, awarding damages inan amountto be determinedat
trial;
(e) On its Fifth Cause ofAction, awarding damages in an amount to be determined at
trial;
(f) On its Sixth Cause ofAction, granting a permanent injunction barring Defendants
fromsellingtheIslanderstoanyonebutPlaintiff;
(g) OnitsSeventhCauseofAction,awardingdamagesinanamountto bedeterminedat
trial;
(h) Together with pre and post judgment interest, costs and expenses, including
reasonableattorneysfees; and
18
(i) GrantingNYICEsuchotherandfurtherreliefastheCourtmaydeemjust,properand
equitable.
Dated: NewYork,NewYork
August11,2014
Respectfullysubmitted,
HarrisN. Cogan
SimonJ.K. Miller
TheChryslerBuilding
405 LexingtonAvenue
NewYork,NY 10174
Tel: (212)885-5566
Fax: (212)885-5001
hcogan@blankrome.com
sjkmiller@blankrome.com
BLANK ROME LLP
GrantS. Palmer(prohacviceapplicationto
befiled)
JaretN. Gronczewski(prohacviceapplicationto
befiled)
OneLoganSquare
Philadelphia,PA19103
Tel: (215)569-5578
Fax: (215)832-5578
palmer@blankrome.com
gronczewski@blankrome.com
19