Case 1:16-cv-10681-LTS Document 1 Filed 04/08/16 Page 1 of 14

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

REMOTE FACILITIES
CONSULTING SERVICES, INC., MICHAEL
SANDORSE, President

)
)
)
)

Plaintiffs,
)

)
v.
)
)
ADAM KLEIN, Individually and ABACULI
)
MEDIA INC., Adam Klein, President, and CMJ
)
HOLDINGS, and CMJ MUSIC FESTIVAL 2015 )
)
Defendants,
)
)
and
)

)
CMJ HOLDINGS CORP., SIZMEK INC.
)
MEDIA LEADER, LLC and COLUMBIA
)
)
SCHOOL OF JOURNALISM and SONY
CORPORATION OF AMERICA
)
Reach and Apply Defendants )
)
)

Civil Action No.: - - -

COMPLAINT
Parties
1. Plaintiff REMOTE FACILITIES CONSULTING SERVICES, INC., hereinafter
referred to as "REMOTE" is a Massachusetts corporation with a principal place of
business at 9 Foster Street, Wakefield, MA 01880. Michael Sandorse, hereinafter
referred to as "SANDORSE" is President of the corporation and he resides at 28
Katherine Road, Centerville, MA.
2. Defendant Abaculi Media Inc., is a Delaware corporation with a principal place of
business at 110 E. 25 th Street, NY, NY 10010.

, ,I
,:)

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3. Defendant Adam Klein is an individual residing at 350 Central Park West, Unit
4H, New York, NY.
4. Defendant CMJ Holdings Corp, also known as CMJ Music and CMJ Music
Festival 2015 is a New York limited liability corporation with its principal place
of business in New York, NY. CMJ is wholly owned by Abaculi Media.
5. Reach and Apply Defendant Sizmek Corp. is a Delaware corporation with a
principal place of business at 500 West 5th Street, Austin TX and a local New
York City address of 40 1 Park Avenue South, 5th Floor, New York, NY 10016.
Adam Klein is a Director on the Board of Sizmek and upon information and
belief, receives compensation in excess of$170,000.00 per year.
6. Reach and Apply Defendant Columbia School of Journalism is located at 2950
Broadway (at 116th Street), New York, NY 10027. Upon information and belief,
Klein is an adjunct member of the faculty and derives an income from this
employment.
7. Reach and Apply Defendant Media Leader LLC is a New York limited liability
corporation with a principal place of business at 15 Central Park West, Apartment
6j, New York, NY 10023 which is owned and operated by Klein and, upon
information and belief, Klein derives income from this business.
8. Sony Corporation of America is a duly organized corporation in Japan with a
principal place of business in the United States at 55 Madison Avenue, New
York, NY 10022.

JURISDICTION AND VENUE

9. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 1332, where
the matter is between citizens of different states and the amount in controversy
exceeds seventy-five thousand dollars ($75,000).

FACTS COMMON TO ALL COUNTS

10. Remote Facilities is a production and satellite telecommunications company

whose specialization is transmission for broadcasts in corporate, entertainment

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live events. Additionally, they provide technical and production support and
management services to networks, content providers, and others engaged in the
trade of telecommunications.
II. In May, 2014, Remote Facilities was contacted by Klein on behalf of Abaculi.
Abaculi was producing, capturing and distributing all of the traditional and digital
media for the XXII Central American and Caribbean Games ("the Games"). The
Games were a qualifying event for the 2016 Olympic Games in Rio de Janerio in
2016.
12. The Games were scheduled for November 14 through November 30,2014 and
taking place in Veracruz, Mexico.
13. Abaculi sought to enter into an agreement with Remote Facilities to rent the
equipment to enable Abaculi to produce, capture and distribute the Games
internationally. Additionally, Remote Facilities would provide Abaculi with the
crew personnel to operate the transmission equipment.
14. Prior to drafting the contract, Sandorse travelled to Mexico at least two times to
visit the venues where the Games were to be held and to meet and discuss the
logistics with representatives of Abaculi, including but not limited to Klein, Kevin
Sanford, an associate of Klein's, among other vendors involved in producing and
broadcasting the Games.
15. In October 2014, Sandorse drafted the contract, which provided that Abaculi
would rent the equipment from Remote Facilities and Abaculi would pay Remote
Facilities in three installments according to a pre-approved and signed payment
schedule. See Exhibit "A" attached hereto.
16. The Payment Schedule was attached to the contract and provided the following:
Abaculi would pay $255,000 upon signing the agreement. The second installment
of $127,500 would be due on November 6, 2014 and the third installment of
$127,500 would be due on November 25,2014. See Exhibit "A".
17. The contract stipulated that, as to Abaculi and Remote Facilities, Massachusetts
shall be deemed the venue for the contract and Massachusetts laws shall apply.
18. Mr. Klein signed the contract on behalf of Abaculi on October 26, 2014. See
Exhibit "A" attached hereto and incorporated herein.

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19. As early as October 27,2014, Remote Facilities began sending employees to

Veracruz to start performance on their contract with Abaculi.
20. On October 29,2014, Klein sent Sandorse an email explaining that he would be
unable to pay the first installment of $255,000 because he had not yet been paid
by the Veracruz government. Mr. Klein asked ifhe could make a minimum
payment and pay in installments as the money became available to him.
21. On October 30,2014, Abaculi made a payment in the amount of$45,000.
22. On October 31,2014, Abaculi made a payment in the amount of$15,000.
23. On November 12,2014, Abaculi made two payments: one in the amount of
$30,000 and another in the amount of$15,000.
24. On November 13,2014, Abaculi made a payment in the amount of $30,000.
25. On November 17,2014, Abaculi made a payment in the amount of$IO,OOO.
26. On November 19,2014, Abaculi made two payments: one in the amount of
$50,000 and another in the amount of$15,000.
27. As of November 20,2014, Abaculi owed a balance of $45,000 from the first
installment and $255,000 (the second and third installments). Additionally,
Remote Facilities had incurred expenses for over-time, for which Klein and
Abaculi were liable, and other add-ons that exceeded $11O,OOOin shipping costs,
lodging and other production related costs.
28. In addition to all the equipment sent to Mexico, Remote Facilities sent seven
technicians to Mexico for approximately thirty-five days to brooadcast the Games
globally through satellite transmission.
29. In December, 2014, Klein represented that Abaculi's failure to make a payment
was because the Veracruz government had not yet paid Abaculi and because Sony
refused to make payment on its $1 million dollar payment to Abaculi in exchange
for Sony broadcasting the Games live over its Playstation 2 network to its
subscribers.
30. After November 20,2014, the parties continuously communicated via email.
Remote Facilities would request payment and Mr. Klein would represent his
intention to make a payment once funds became available to him.

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31. After months of email correspondence requesting payment from Abaculi, Mr.
Klein sent one last payment in May 2015 in the amount of $20,000. See Exhibit
"B" attached hereto.
32. Despite numerous representations that there would be further payment, neither
Abaculi nor Klein ever made any additional payments towards the balance owed
to Remote Facilities, which exceeds $410,000.
33. In fact, when inquiries were made by Sandorse to other vendors to inquire
whether or not they had been paid, Sandorse learned that other vendors had in fact
been paid and Klein made representations to others in the business that in fact,
Abaculi had paid Remote Facilities in full. Clearly, Klein and Abaculi were
protecting their reputation in the industry to the detriment of Remote Facilities.
34. Upon information and belief and at all times relevant hereto, Klein as co-founder,
President and CEO of Abaculi, owns the entire corporation and all of its assets.
35. In 2014, CMJ Holdings was acquired in its entirety by Abaculi.
36. Plaintiffs believe and therefore aver that Klein's interest in CMJ Holdings entitle
Remote and Sandorse to attach, through Trustee Process, any assets, income
and/or profits derives by CMJ Holdings.
37. Upon information and belief, Klein has a seat on the Board of Directors of
Sizmek Inc. and receives compensation from Sizmek Inc. for this position.
38. Plaintiffs believe and therefore aver that Klein's interest in and/or income derived
from Sizmek Inc. entitle Remote and Sandorse to attach, through Trustee Process,
any assets, income and/or profits to be paid to Klein, his agents, employees or any
other party designated by him to be paid on his behalf or for his benefit.
39. Upon information and belief, Klein owns, operates and receives compensation
from Media Leader, LLC.
40. Plaintiffs believe and therefore aver that Klein's interest in Media Leader, LLC
entitle Remote and Sandorse to attach, through Trustee Process, any assets,
income and/or profits to be paid to Klein, his agents, employees or any other party
designated by him to be paid on his behalf or for his benefit.
41. Upon information and belief, Klein is an Associate Professor of Journalism at
Columbia School of Journalism.

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42. Plaintiffs believe and therefore aver that Klein's income from Columbia School of
Journalism entitle Remote and Sandorse to attach, through Trustee Process, any
salary and/or income from Columbia School of Journalism.
43. Klein has repeatedly claimed to Sandorse and Remote that he will pay his debt to
the Plaintiffs upon his receipt of$I,OOO,OOO.OO, more or less, owed to him by
Sony Corporation of America for the Games broadcast from Veracruz, Mexico.
44. Plaintiffs believe and therefore aver that any money owed to Klein and/or Abaculi
from Sony Corporation of America entitle Remote and Sandorse to attach,
through Trustee Process, any assets, income and/or profits to be paid to Klein
and/or Abaculi, their agents, employees or any other party designated by him
and/or Abaculi to be paid on their behalf or for their benefit.

COUNT ONE
(Breach of Contract v. Abaculi)

45. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through forty-four (44) hereinabove above.
46. Remote and Klein, as President of Abaculi executed a valid and binding contract.
See Exhibit "A".
47. Remote and Klein negotiated the terms of the contract including the personnel,
services and equipment to be supplied by Remote and the consideration to be paid
by Abaculi pursuant to the payment schedule contained in the contract.
48. On October 29,2014 Abaculi breached the contract by notifying Remote that it
would not be able to pay the first installment in full.
49. Abaculi never fulfilled its contractual obligations to Remote. As a direct result of
said breach of contract, Plaintiff Remote suffered great financial loss, harm to its
reputation and other damages.

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COUNT TWO

(Intentional Misrepresentation, Fraud in the Inducement and Deceit v. Abaculi)

50. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through fourty-nine (49) hereinabove.
51. At all times relevant hereto, Abaculi, during meetings, in telephone conversations
and emails made promises to pay and make Remote whole with the express
intention of keeping Remote in Mexico to broadcast the Games. Abaculi strung
Remote along until the Games were completed. Since the conclusion of the
Games in November, 2014, Abaculi has not paid Remote in full, making one
small payment of $20,000.00 in May, 2015.
52. At all times relevant hereto, Remote fulfilled its contractual obligations

benefitting Abaculi.

53. The promises to pay and the small, partial payments made constitute intentional
misrepresentation, fraud in the inducement and deceit.
54. As a direct and proximate result of Abaculi's intentional misreprepresentations,
fraud in the inducement and deceit, Remote suffered great financial loss, hann to
its reputation and other damages.

COUNT THREE
(Violation of the Consumer Protection Act M.G.L. ch. 93A, 2 & 11 v. Abaculi)

55. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through fifty-four (54) hereinabove.
56. By inducing Remote to enter into a contract with Abaculi, then breaching its

contract, making small payments on the contract as inducements to continue

providing services and equipment, Defendant Abaculi engaged in unfair and

deceptive acts and practices, in violation ofM.G.L. chapter 93A.

57. As a result thereof, Plaintiffs have been damaged in an amount in excess of

$410,000.00 and other costs and expenses.

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58. The conduct of Defendant Abaculi, through its principal, agents and employees
was willful and knowing, within the meaning ofM.G.L. chapter 93A.
59. Despite on-going requests and demands to settle this matter, Abaculi has refused
to grant reasonable relief in bad faith.
60. Remote and Sandorse have satisfied the requirements of the statute in order to
collect treble damages from the Defendants plus fees, costs and expenses
associated with the filing of this Complaint.

COUNT FOUR

(Unjust Enrichment v. Abaculi)

61. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through sixty (60) hereinabove.
62. Remote conferred a benefit upon Abaculi by providing services, personnel and
equipment to Abaculi necessary for Abaculi's broadcast of the Games from
Mexico.
63. Klein, on behalf of Abaculi, had knowledge that Remote's services were
necessary to its successful fulfillment of its contracts with other worldwide media
outlets.
64. Permitting Abaculi to retain the benefits of its fulfilled contractual relations with
worldwide media outlets while not paying Remote is unjust and inequitable.
65. Remote demands that Abaculi be disgorged of any and all profits its collected
from the Games.
COUNT FIVE

(Breach of Contract v. Klein)

66. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through sixty-five (65) hereinabove above.
67. Remote and Klein executed a valid and binding contract. See Exhibit "A".
68. At all times relevant hereto, Klein knew or should have known that Abaculi was
thinly capitalized and could never pay its vendors for their services.

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69. Despite this fact, Klein negotiated the terms of the contract including the
personnel, services and equipment to be supplied by Remote and the
consideration to be paid by Abaculi pursuant to the payment schedule contained
in the contract.
70. On October 29,2014 Klein breached the contract by notifying Remote that it
would not be able to pay the first installment in full.
71. Klein never fulfilled its contractual obligations to Remote. As a direct result of
said breach of contract, Plaintiff Remote suffered great financial loss, harm to its
reputation and other damages.

COUNT SIX
(Intentional Misrepresentation, Fraud in the Inducement and Deceit v, Klein)

72. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through seventy-one (71) hereinabove.
73. At all times relevant hereto, Klein, individually and through his agents and
employees during meetings, in telephone conversations and emails made promises
to pay and make Remote whole with the express intention of keeping Remote in
Mexico to broadcast the Games. Klein strung Remote along until the Games were
completed. Since the conclusion of the Games in November, 2014, Klein has not
paid Remote except for one payment of $20,000.00 in May, 2015.
74. At all times relevant hereto, Remote fulfilled its contractual obligations
benefitting Klein.
75. At all times relevant hereto, Klein knew that Remote had a reputation in its
industry to maintain and would not walk off the job despite Klein and Abaculi's
failure to pay the first installment in full.
76. The promises to pay and the small, partial payments made constitute intentional
misrepresentation, fraud in the inducement and deceit.
77. As a direct and proximate result of Klein's intentional misrepresentations, fraud in
the inducement and deceit, Remote suffered great financial loss, harm to its
reputation and other damages.

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COUNT SEVEN

(Violation of the Consumer Protection Act M.G.L. ch. 93A, 2 & llv. Klein)

78. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through seventy-seven (77) hereinabove.
79. By inducing Remote to enter into a contract with Abaculi, then breaching its
contract, making small payments on the contract as inducements to continue
providing services and equipment, Defendant Klein engaged in unfair and
deceptive acts and practices, in violation ofM.G.L. chapter 93A 2 and ll.
80. As a result thereof, Remote has been damaged in an amount in excess of
$620,000.00 and other costs and expenses.
81. The conduct of Defendant Klein individually and through his agents and
employees was willful and knowing, within the meaning ofM.G.L. chapter 93A.
82. Despite on-going requests and demands to settle this matter, Klein has refused to
grant reasonable relief in bad faith.
83. Remote and Sandorse have satisfied the requirements of the statute in order to
collect treble damages from the Defendants plus fees, costs and expenses
associated with the filing of this Complaint.

COUNT EIGHT

(Unjust Enrichment v. Klein)

84. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through eighty-three (83) hereinabove.
85. Remote conferred a benefit upon Klein by providing services, personnel and
equipment to Abaculi necessary for Abaculi's broadcast of the Games from
Mexico which ultimately benefitted Klein individually.
86. Klein had knowledge that Remote's services were necessary to his successful

fulfillment of his contracts with other worldwide media outlets.

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87. Permitting Klein to retain the benefits of its fulfilled contractual relations with
worldwide media outlets while not paying Remote is unjust and inequitable.
88. Remote demands that Klein be disgorged of any and all profits it collected from
the Games.

COUNT NINE
(Unjust Enrichment v. CMJ Holdings LLC)

89. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through eighty-eight (88) above.
90. Remote conferred a benefit upon CMJ Holdings LLC because the assets used by
Klein and Abaculi to purchase, promote and operate CMJ Holdings LLC should
have been paid to Remote .
91. Permitting CMJ Holdings LLC to retain the benefits of Klein's and Abaculi's
fulfilled contractual relations with worldwide media outlets thanks to the
successful work provided by Remote while not paying Remote is unjust and
inequitable.
92. Remote demands that CMJ Holdings LLC be disgorged of any and all funds it
received from Klein and Abaculi and the profits it reaped as a result of same.

COUNT TEN
Trustee Process v. CMJ Holdings LLC/CMJ Music

93. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through ninety-two (92) hereinabove.
94. There is more than a reasonable likelihood that Remote and Sandorse will recover
a judgment, including interest and costs, in an amount equal to or greater than the
amount of the Trustee Process.
95. Upon information and belief, there is no insurance available to satisfy any
judgment in this matter.

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COUNT ELEVEN

Trustee Process v. Sizmek Inc.

96. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through ninety-six (96) hereinabove.
97. There is more than a reasonable likelihood that Remote and Sandorse will recover
a judgment, including interest and costs, in an amount equal to or greater than the
amount of the Trustee Process against the Defendants.

COUNT TWELVE

Trustee Process v. Media Leader, LLC

98. Plaintiffs reallege and incorporate herein by reference the allegation contained in
Paragraphs one through ninety-seven (97) hereinabove.
99. There is more than a reasonable likelihood that Remote and Sandorse will recover
ajudgment, including interest and costs, in an amount equal to or greater than the
amount of the Trustee Process against the Defendants.

COUNT THIRTEEN

Trustee Process v. Columbia School of Journalism

100.

Plaintiffs reallege and incorporate herein by reference the allegation

contained in Paragraphs one through one ninety-nine (99) above.

101.

There is more than a reasonable likelihood that Remote and Sandorse will

recover a judgment, including interest and costs, in an amount equal to or greater

than the amount of the Trustee Process against the Defendants.

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COUNT FOURTEEN
Trustee Process v, Sony Corporation of America

102.

Plaintiffs reallege and incorporate herein by reference the allegation

contained in Paragraphs one through one hundred three (103) hereinabove.

103.

There is more than a reasonable likelihood that Remote and Sandorse will

recover a judgment, including interest and costs, in an amount equal to or greater

than the amount of the Trustee Process against the Defendants.

PRAYERS FOR RELIEF

WHEREFORE, Plaintiffs respectfully request that this Honorable Court:

a) Enter judgment in their favor and against Defendants on all Counts of the
Complaint in a minimum amount of $620,000.00, the amount of the contract
plus extra costs for shipping, lodging for crew, etc., as required by the
contract;
b) Award Plaintiffs all damages they sustained as a result of Defendants' conduct
pursuant to Counts One through Six;
c) Award statutory damages pursuant to M.G.L. chapter 93A, including treble
damages for Defendants' willful misconduct;
d) Award reasonable attorney's fees, costs and pre- and post- judgment interest;
and
e) Disgorge Defendants of any and all profits reaped from the Games and CMJ
Holdings and CMJ Music Fesitval2015
f) Grant such further relief as this Court deems just and proper.

JURY DEMAND
Plaintiffs demand trial by jury.

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VERIFICATION

I, Michael Sandorse, upon my oath do depose and state that the facts averred
herein are based upon my own firsthand knowledge of the circumstances which are the
basis of this Complaint.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS

DAYOF~I,2016.

fJr

Respectfully Submitted
Remote Facilities Consulting Services, Inc
And Michael Sandorse, President
By their Attorney,

e ieux San ro'e, Esq.

S~)O~RSE LAW I
9 Foster Street

Wakefield, MA 01880

781-246-9390

BBO#558401

mlsandorse@sandorselaw.com

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