JS 44C/SDNY

REV. 4/2014 SB**

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CIVIL COVER SHEET
M
The JS-44 civilcover sheet and the information contained herein neither replace nor supplement the filingand service of
pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the
Judicial Conference of the UnitedStates inSeptember 1974, is required for use of the Clerkof Court for the purpose of
initiating the civil docket sheet.
PLAINTIFFS
Zareh Tjeknavorian
Alina Tjeknavorian
DEFENDANTS
Shant Mardirossian
Acorne Productions, LLC
14 W 572
ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER
Alex Chachkes, Philipp Smaylovsky, Silvia Babikian, Shasha Zou
Orrick, Herrington &Sutcliffe LLP, 51 West 52nd Street, NY, NY10019
(212)506-5100
ATTORNEYS (IF KNOWN)
Jeffrey C. Morgan, Barnes &Thornburg LLP
Prominence in Buckhead, 3475 Piedmont Road, N.E.
Suite 1700, Atlanta, Georgia 30305, (404) 264-4015
CAUSE OF ACTION(CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OFCAUSE)
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)
Dispute arising under Copyright Act, 17 U.S.C. Section 101, et. seq.
Has this action, case, or proceeding, or one essentially the same been previously filed in SONY at any time? NoSres Ujudge Previously Assigned
If yes, was this case Vol. Q] Invol. Q Dismissed. No Yes Q If yes, give date &CaseNo.
IS THIS AN INTERNATIONAL ARBITRATION CASE7 NO [x] YeS []]
(PLACEAN M INONEBOXONLY)
TORTS
NATURE OF SUIT
[J110
[ 1120
I 1130
I Pio
r 3ISO
[ P51
[ ] 152
I ]153
[]160
I ]190
11195
[1196
PERSONAL INJURY
[ J310 AIRPLANE
[ J315 AIRPLANE PRODUCT
LIABILITY
[ 1320 ASSAULT, LIBELS
SLANDER
[ ] 330 FEDERAL
EMPLOYERS'
LIABILITY
[ 1340 MARINE
[ j 345 MARINE PRODUCT
LIABILITY
[ ] 350 MOTOR VEHICLE
[ 1355 MOTOR VEHICLE
PRODUCT LIABILITY
[ 1360 OTHER PERSONAL
INJURY
( ) 362 PERSONAL INJURY -
MED MALPRACTICE
INSURANCE
MARINE
MILLER ACT
NEGOTIABLE
INSTRUMENT
RECOVERY OF
OVERPAYMENT &
ENFORCEMENT
OF JUDGMENT
MEDICARE ACT
RECOVERY OF
DEFAULTED
.STUDENT LOANS
(EXCL VETERANS)
RECOVERY OF
OVERPAYMENT
OF VETERAN'S
BENEFITS
STOCKHOLDERS
SUITS
OTHER
CONTRACT
CONTRACT
PRODUCT
LIABILITY
FRANCHISE
PERSONAL INJURY FORFEITURE/PENALTY
[ ) 387 HEALTHCARE/
PHARMACEUTICAL PERSONAL , , 625ORUG RELATED
INJURY/PRODUCT LIABILITY lBZURE 0F pR0PERTY
[ j 365 PERSONALINJURY ,1 USC 881
PRODUCTLIABILITY , , mn nTMPR
[ J368 ASBESTOS PERSONAL M08UUI"EK
INJURY PRODUCT
LIABILITY
PERSONAL PROPERTY
[ ] 370 OTHER FRAUD
[ ] 371 TRUTH IN LENDING
[ 1380 OTHER PERSONAL
PROPERTY DAMAGE
[ 1385 PROPERTY DAMAGE
PRODUCT LIABILITY
PRISONER PETITIONS
[ 1463 ALIEN DETAINEE
( J510 MOTIONSTO
VACATE SENTENCE
28 USC 2255
[ J530 HABEAS CORPUS
[ ] 535 DEATH PENALTY
[ ] 540 MANDAMUS * OTHER
RIAL PROPERTY
ACTIONS UNDER STATUTES
CIVIL RIGHTS
[ J440 OTHER CIVIL RIGHTS
(Non-Prisoner)
[ ]441 VOTING
| ]442 EMPLOYMENT
[ ]443 HOUSING/
ACCOMMODATIONS
[ I 445 AMERICANS WITH
DISABILITIES -
EMPLOYMENT
( I 446 AMERICANS WITH
DISABILITIES -OTHER
| ) 448 EDUCATION
LABOR
[ J710 FAIR LABOR
STANDARDS ACT
t l 720 LABOR/MGMT
RELATIONS
[ ]740 RAILWAY LABOR ACT
[ ] 751 FAMILYMEDICAL
LEAVE ACT (FMLA)
[ I 780 OTHER LABOR
LITIGATION
I ] 791 EMPL RET INC
SECURITY ACT
IMMIGRATION
[ ]462 NATURALIZATION
APPLICATION
( ] 465 OTHER IMMIGRATION
ACTIONS
[ J210
[ I 220
[ I 230
[ I 240
[ 1245
[ 1290
LAND
CONDEMNATION
FORECLOSURE
RENT LEASE &
EJECTMENT
TORTS TO LAND
TORT PRODUCT
LIABILITY
ALL OTHER
REAL PROPERTY
Checkif demanded incomplaint:
CHECK IF THIS IS A CLASS ACTION
UNDER F.R.C.P. 23
PRISONER CIVIL RIGHTS
[ ) 550 CIVIL RIGHTS
[ I 555 PRISON CONDITION
( ] 560 CIVIL DETAINEE
CONDITIONS OF CONFINEMENT
ACTIONS UNDER STATUTES
BANKRUPTCY
1 1422 APPEAL
28 USC 158
[ 1423 WITHDRAWAL
28 USC 157
PROPERTY RIGHTS
(Xl 820 COPYRIGHTS
[ ] 830 PATENT
( ] 840 TRADEMARK
SOCIAL SECURITY
[ J861 HIA(1395ff)
1 1862 BLACK LUNG(923)
[ J863 DIWC/DIWW(406(g))
[ ] 864 SSID TITLE XVI
{ ] 865 RSI (405(g))
FEDERAL TAX SUITS
1 J870 TAXES (U.S. Plaintiffor
Defendant)
1 ]871 IRS-THIRDPARTY
26 USC 7609
OTHER STATUTES
375 FALSE CLAIMS
400 STATE
REAPPORTIONMENT
I J410 ANTITRUST
[ 1430 BANKS &BANKING
[ 1450 COMMERCE
[ j 460 DEPORTATION
1 1470 RACKETEER INFLU
ENCED & CORRUPT
ORGANIZATION ACT
(RICO)
[ J480 CONSUMER CREDIT
[ 1490 CABLE/SATELLITE TV
[ ]850 SECURITIES/
COMMODITIES/
EXCHANGE
u
[ ]890 OTHER STATUTORY
ACTIONS
I 1891 AGRICULTURAL ACTS
[ J893 ENVIRONMENTAL
MATTERS
[ 1895 FREEDOMOF
INFORMATION ACT
[ j 896 ARBITRATION
[ 1 899 ADMINISTRATIVE
PROCEDURE ACT/REVIEW OR
APPEAL OF AGENCY DECISIO
[ J950 CONSTITUTIONALITY O
STATE STATUTES

M THIS CASE IS RELATED TO A CIVIL CASE NOW PENDING IN S.D.N.Y.?

vmm
DEMAND $_ OTHER
CheckYES only ifdemanded incomplaint
JURY DEMAND: D YES LtNO
JUDGE
N/A N/A
DOCKET NUMBER1
NOTE: You must also submit at the time of filing the Statement of Relatedness form (Form IH-32)
(PLACEANxINONEBOXONLY) ORIGIN
LD 1 Original 2 Removed from ^ 3 Remanded D 4 Reinstated or
Proceeding StateCourt from Reopened
a. .11 partiesreprtitnud court""'6
I | b. At leastone
party is pro .
(PLACEAN x INONE BOXONLY) BASIS OF JURISDICTION
1 U.S. PLAINTIFF D 2 U.S. DEFENDANT H 3 FEDERAL QUESTION Q4 DIVERSITY
(U.S. NOT A PARTY)
I | 5 Transferred from Q 6 Multidistrict
(Specify District) Litigation
f"~1 7 Appeal toDistrict
Judge from
Magistrate Judge
Judgment
IFDIVERSITY, INDICATE
CITIZENSHIP BELOW.
CITIZENSHIPOF PRINCIPALPARTIES (FOR DIVERSITY CASES ONLY)
(Place an [X] in one box for Plaintiffand one box for Defendant)
CITIZEN OF THIS STATE
CITIZEN OF ANOTHER STATE
PTF DEF
IM (11
CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY
PTF DEF
[]3[]3
PTF DEF
INCORPORATED and PRINCIPALPLACE [ J 5 [ ] 5
OF BUSINESS IN ANOTHER STATE
INCORPORATED or PRINCIPAL PLACE [ ] 4 [ ] 4
OF BUSINESS IN THIS STATE
PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)
Zareh and Alina Tjeknavorian
410 State Street, Apt.51
Brooklyn, NY 11217
Kings County
FOREIGN NATION
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)
Shant Mardirossian, 111 Radio Circle, Mt. Kisco, NY 10549, Westchester County
Acome Productions, LLC, 25 Shoshone Drive, Katonah, NY10536, Westchester County
[]6 [16
DEFENDANT(S) ADDRESS UNKNOWN
REPRESENTATION IS HEREBY MADETHAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RE31BENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:
Check one: THIS ACTION SHOULD BE ASSIGNED TO: WHITE PLAINS 0 MANHATTAN
(DO NOTcheck either box ifthis a PRISONER PETITION/PRISONER CIVIL RIGHTS
COMPLAINT.)
DATE 7/25/14 SIGNATURE OF ATTORNgYOFfXECORD ADMITTED TO PRACTICE IN THISDISTRICT
y\lyf Lf~ *i MYES <DATE ADMITTED Mo.May Yr. 2000 )
receipt* y T*'v*>-<ltT^V^^~~~---4iAr fIT*fV rwriWMv Bar Code *
Magistrate Judge is to be designated by the Clerk of the Court.
Magistrate Judge
Ruby J. Krajick, Clerk of Court by. Deputy Clerk, DATED.
UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)
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is so Designated.
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ZAREH TJEKNAVORIAN and
ALINA TJEKNAVORIAN,
Plaintiffs,
-against-
SHANT MARDIROSSIAN and
ACORNE PRODUCTIONS, LLC,
Defendants.
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Plaintiffs Zareh and Alina Tjeknavorian (collectively, the "Tjeknavorians"), by and
through their attorneys, file this Complaint against Defendants Acorne Productions, LLC
("Acorne") and Shant Mardirossian (collectively, with Acorne, the "Defendants"). In support of
their claims, the Tjeknavorians allege as follows:
INTRODUCTION
1. The Tjeknavorians are documentary filmmakers who have dedicated their careers
to exploring and raising awareness of Armenian culture and history. They have created a
widely-honored body of work that brings Armenian stories to a global audience. Defendants
have helped fund their current project, a documentary film concerning American relief efforts in
response to the Armenian Genocide (the "Film"). By this lawsuit, the Tjeknavorians seek to
secure their copyrights to works that they authored while working to create the Film, which
Defendants are seeking to strip from them in state court.
2. By way of background, the Tjeknavorians began work on the Film in October
2009 and did not stop working on it until November 2013. During that time, the Tjeknavorians
had amassed a huge body of research, which they were forging into a narrative outline and script
for the documentary. The research materials compiled by the Tjeknavorians comprise 75 hours
of video footage, over 17,000 photographs, compilations of almost 25,000 digitized archival
source materials (both visual and textual) from libraries and archives, and more than 2,400 typed
pages, which included transcripts, notes, and draft outlines of the script. In addition, the
Tjeknavorians compiled 21 hours of audio notes. They have searched for and discovered the
whereabouts of materials in over 158 archives worldwidein over 20 countrieswhich they
researched online, in person, or accessed through phone and email correspondence with
archivists. In gathering these materials the Tjeknavorians compiled a directory of libraries,
research institutions, and individuals with materials that were relevant to the Film, which serves
as a bibliography.
3. The Defendants, in their state court action, seek to take the copyrights in these
materials from the Tjeknavorians, alleging that they somehow bought those copyrights when
they agreed to help fund the Film. According to Section 204 of the Copyright Act, however, "[a]
transfer of copyright ownership, other than by operation of law, is not valid unless an instrument
of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of
the rights conveyed or such owner's duly authorized agent."
4. Congress enacted this provision to right what had been an historic wrong. Those
funding creative works, such as studios and production companies, often have disproportionately
greater financial resources and legal savvy than those creating those works, such as musicians
and artists. Consequently, prior to the enactment of Section 204, artists often found themselves
stripped of the copyrights to their creative works. Section 204 righted that balance, requiring a
signed paper trail evidencing the transfer of any copyright.
5. In a throwback to the pre-Section 204 days, the Tjeknavorianswhose counsel
appearspro bonofind themselves facing a well-funded attempt to strip them of nearly five
years of intense, passionate labor.
6. Thus, by way of a state court action that fails to mention the Copyright Act, the
Defendants have demanded ownership of "the completed Film (if it exists) and all equipment,
documents, scanned images, reference materials, film footage, Final Cut files, edit logs,
interview notes, versions of the Film, and any other materials related to the Film, and an
assignment of the copyrights (and all extensions and renewals thereof) to all the foregoing and to
the Film." Acorne Productions, LLCv. Tjeknavorian, Index No. 502190/2014 (N.Y. Sup. Ct.
Kings Cnty.), Dkt. No. 12 (Amended Complaint), at Prayer for Relief. All of Defendants' counts
are state law theoriesranging from contract claims to inconsistent quantum meruitclaims.
7. By this federal lawsuit, the Tjeknavorians seek a declaratory judgment that they
are the sole owners of all copyrights in the Film and related materials that they authored in
connection with the Film, pursuant to Sections 201 and 204 of the Copyright Act. Because the
Tjeknavorians are the sole authors and the Film and related materials were not "works made for
hire," the copyrights to the Film and related materials vest in the Tjeknavorians pursuant to
Section 201 of the Copyright Act. And, because there is no "writing" executed by the
Tjeknavorians conveying their rights in the Filmto Mr. Mardirossian or Acorne, as required by
Section 204 of the Copyright Act, no such transfer occurred.
8. At the Court's earliest convenience, Plaintiffs will file for summary judgment on
this issue, given how straightforward it is.
9. Plaintiffs seek to have the issue of their ownership of the Film and related
materials resolved in federal court. Previously, Plaintiffs sought to remove the state court action
to federal court (Eastern District of New York), which was denied by Judge Kiyo Matsumoto.
The Court did so in light of the deferential standard favoring the party resisting removal. This
decision was not subject to appeal, in light of 28 U.S.C. 1447(d). Accordingly, Defendants
sole remaining option for vindicating their rights under the Copyright Act is this, new action.
JURISDICTION AND VENUE
10. This Court has subject matter and personal jurisdiction in this Action. This civil
action arises under the Copyright Act, 17 U.S.C. 101, et seq., and concerns rights in original
works of authorship, over which this Court has original and exclusive jurisdiction under the
provisions of 28 U.S.C. 1331 and 1338.
11. Venue is proper in this district pursuant to 28 U.S.C. 1391 because a substantial
part of the events giving rise to the dispute occurred in this district and because Defendant Shant
Mardirossian lives and works in this district.
THE PARTIES
12. Plaintiff Zareh Tjeknavorian is, and at all relevant times has been, an individual
who resides in Brooklyn, New York.
13. Plaintiff Alina Tjeknavorian is, and at all relevant times has been, an individual
who resides in Brooklyn, New York.
14. The Tjeknavorians are established and respected documentary filmmakers. Zareh
Tjeknavorian has been producing documentaries for over 20 years and enjoys a reputation as a
leading filmmaker specializing in Armenian subjects that focus on individuals and stories
ignored by the mainstream media. Zareh Tjeknavorian's work has been broadcast repeatedly on
PBS, national television channels in Armenia and Iran, and screened at numerous festivals and at
universities (including the University of California, Los Angeles and Harvard University), as a
part of history department curriculums. Mr. Tjeknavorian was the associate producer for
"Khachaturian," a feature-length documentary that won Best Documentary at the 2003
Hollywood Film Festival and was about the renowned Soviet-Armenian composer of the same
name. In 2004, National Geographic Magazine recognized Mr. Tjeknavorian's documentary
"Enemy of the People," about Stalin's repression in Armenia, as one of three "must see" films
about Armenia. Over the course of his career as a writer, director, producer, and cameraman, he
has guided films through every stage of production, conducted hundreds of interviews and
worked with organizations, including the Armenian General Benevolent Union and the Kuhn
Foundation, on motion pictures with budgets of hundreds of thousands of dollars that took as
many as five or more years to complete.
15. Alina Tjeknavorian has been an editor and producer since 2000. Her credits
include widely acclaimed documentaries such as "Embers of the Sun," "Jews in Armenia: The
Hidden Diaspora," and "Tigranakert: An Armenian Odyssey."
16. Upon information and belief, Defendant Shant Mardirossian is, and at all relevant
times has been, an individual who resides and works in Westchester County, New York.
17. Upon information and belief, Mr. Mardirossian is presently a Partner and the
Chief Operating Officer of Kohlberg & Company, a private equity firmthat has raised $5.3
billion of committed capital. Upon information and belief, Mr. Mardirossian has never made a
film and has no experience in documentary or other film production.
18. Upon information and belief, Defendant Acorne is a single-member limited
liabilitycompany organized and existing under the laws of the State of Delaware. Acorne has a
"registered office" in Delaware, but upon information and belief, conducts no business in
Delaware.
19. Upon information and belief, Mr. Mardirossian, Acorne's sole member and
manager, formed Acorne solely for tax and accounting purposes. Upon information and belief,
Acorne is a "mailbox" company, does not rent office space of its own, has no employees, and
does not do any business independent of that Mr. Mardirossian himself conducts.
FACTUAL BACKGROUND
I. The Tjeknavorians Make "Lest They Perish" For The Near East Foundation, And
The Parties Discuss The Production Of A Longer Film For An American Audience
20. In 2009, the Tjeknavorians produced a short promotional film entitled "Lest They
Perish" for The Near East Foundation ("NEF"). The NEF paid the Tjeknavorians for use of
"Lest They Perish," and the Tjeknavorians agreed that NEF could use "Lest They Perish" for the
purpose of promoting the organization and its archives.
21. The Tjeknavorians never entered into a written agreement with NEF regarding
"Lest They Perish" and maintained all of their rights as authors in "Lest They Perish."
22. After making "Lest They Perish," the Tjeknavorians and Mr. Mardirossian
discussed the Tjeknavorians producing a longer film highlighting the NER and the American
humanitarian efforts in connection with the Armenian Genocide in order to bring attention to a
politically-sensitive and seldom studied topic for a mainstream American audience.
23. To reach this wider audience, the parties agreed that the film would be a
documentary that told the story of the American relief efforts during and after the Armenian
Genocide through the eyes of American eyewitnesses, including missionaries, relief workers,
diplomats, survivors, and their descendants.
24. The intended focus on American humanitarian efforts was critical to the project.
Indeed, although the Tjeknavorians could more easily make a historical documentary for an
audience already familiar with the Armenian Genocide (i.e., an Armenian audience or one of
Armenian descent), they and Mr. Mardirossian specifically intended the film for Americans that
lacked any knowledge of the tragedy, much less of America's involvement in it. Indeed, the
story of American relief efforts, and the political and social context in which they took place, are
largely unknown to any audience, Armenian or non-Armenian alike.
25. To make such a ground-breaking film, the parties agreed that they needed to move
beyond mere propaganda and the simplistic rehashing of the Armenian Genocide that
characterized most documentaries on the subject.
26. Consistent with the Tjeknavorians' creative vision and standards of
professionalism, the parties agreed to create a motion picture with a nuanced narrative based on
primary sources and scholarly works which would be carefully fact-checked and substantiated
out of respect for the truth, the audience, and the inevitable attacks by historical revisionists who
would seek to discredit the documentary and its message.
27. The purpose of the Film was to reframe the Genocide as an integral and essential
part of American history by focusing on NER and American humanitarian efforts. This in turn
meant placing those efforts within the context of American foreign policy in the Near East from
the 19th century through 1930.
28. To tell this story effectively to an American audience, the documentary would
include material providing historical background regarding events preceding the Armenian
Genocide. This material would concern the causes of the ethnic animosities that existing in the
Ottoman Empire and highlight the presence of American missionaries in the region. These
missionaries' close relations with the empire's Christian minorities, and particularly Armenians,
gave rise to a massive American investment in construction of schools, colleges, and hospitals
across Asia Minor.
29. This background material was essential to the film because the scale of the
missionary enterprise influenced American foreign policy and cultural attitudes, provided
popular support for American relief efforts following massacres in the 1890s and 1909, and led
ultimately to the creation of Near East Relief in 1915. The goal of these efforts was to save not
only the "starving Armenians," but to also protect the hundred-year investment America's
powerful missionary and philanthropic establishment had made in the region. To provide further
context, the film would also illustrate how American relief efforts were undermined by a
growingtrend of isolationismfollowing World War I and powerful competing interests emerging
in the United States that sought to exploit commercial and geo-political opportunities in the
Middle East at the expense of the missionaries and the minorities.
30. It is only in this historical context that the limitations of American relief efforts,
and the human toll of the Armenian Genocide, can be properly understood. While relief saved
hundreds of thousands of lives, a political solution proved unattainable, no justice or restitution
were provided to survivors, and Armenians, Greeks, and Syriac Christians were permanently
dispossessedof their homelands. This process culminated in the population exchanges that
marked the birth of modern Turkey and the refusal, to this day, to recognize the Genocide by
Ankara and Washington alike.
31. In order to tell this compelling dramatic storyand not merely present a
catalogue of atrocities and orphanage scenesthe film would focus on the conflicts between
opposing interests in the region and the politicization of the victims that helped shape modern
Turkey and the Middle East today. The story would be based on key characters and their
relationships with each other over decades, covering, in the period of 1915 to 1930 alone (when
NER disbanded), a multitude of events and theaters where relief efforts met heroically with local
challenges, from French-mandated Syria in the West to Soviet Armenia in the East.
32. As there are no published texts on which to base the script, the Tjeknavorians
were obliged to develop the film from an extensive investigation of unpublished primary
materials. Elements vital to the story of American relief needed to be thoroughly understood and
integrated, including the experiences of the Ottoman Greeks and Syriac Christians, co-
beneficiaries alongside the Armenians of the NER. Furthermore, the film would integrate stories
concerning righteous Turks and other Muslims who dissentedfromthe destructive policyof the
Turkish government and who won the admiration of American eyewitnesses and survivors alike.
33. Most crucially, the Film would be told through a careful selection of visual
materials, namely photographs and stock footage corresponding to events and characters in the
story. Such materials are rare and require an extensive and painstaking investigation of libraries,
archives, and private collections around the world.
II. The Parties Enter Into An Oral Agreement To Fund The Production Of The Film
By The Tjeknavorians
34. In or around October 2009, based on their shared goal of reaching an American
audience, the Tjeknavorians and Mardirossian entered into an oral contract (the "Agreement") to
produce a documentary of high professional and artistic standards for broadcast television,
cinema, and/or festival exhibition. The working title of the Film was initially "They Shall Not
Perish," but was later changed to "Light on the Dark River."
35. On or around October 29, 2009, the Tjeknavorians orally agreed with Shant
Mardirossian that Mr. Mardirossian would pay the Tjeknavorians $5,000 per month, plus
expenses, for the Tjeknavorians to make a filmabout the Near East Relief and the American
humanitarian efforts in connection with the Armenian Genocide. The parties agreed that they
would split any revenues generated from the completed Film, although the exact division was
never decided. Shortly thereafter, in early November 2009, Mr. Mardirossian also agreed to
-9-
provide the Tjeknavorians with certain high definition filmmaking equipment for use in making
the Film. In November 10, 2011, after the Tjeknavorians had begun their research, they sent Mr.
Mardirossian a revised treatment for the Film. In or around November 2011, Shant Mardirossian
orally agreed that the Film would be made in accordance with this treatment.
36. The parties never discussed the transfer of the Tjeknavorians' authorship rights in
the Film or related materials.
37. The parties' roles in the project reflected their respective positions and expertise.
Mr. Mardirossian, the Chairman of the NEF, had no filmmaking experience of any sort, but had
the means to fund the project. The Tjeknavorians were experienced filmmakers that had the
creativity and expertise to actually make the Film.
38. Mr. Mardirossian later sought to unilaterally impose additional terms to the
parties' Agreement including, among others, new financial terms, a transfer of rights in the Film
to Acorne, and a deadline for completion.
39. In actuality, however, the parties never agreed on these additional terms.
40. Instead, the parties' focus was on exhaustively researching the subject matter and
producinga comprehensive filmthat told the truth about the Armenian Genocide and the
forgotten story of America's unprecedented humanitarian and political efforts. The parties
hoped to dispel, once and for all, the arguments of Genocide deniers that (like Holocaust deniers)
continued to distort history.
III. The Tjeknavorians Commence Work On Their Film
41. The Tjeknavorians immediately commenced work on the Film in October 2009.
With a few interruptions for smaller projects that they worked on at Mr. Mardirossian's request,
the Tjeknavorians devoted all of their efforts to lay the groundwork for the Film, putting in over
60-80 hour weeks of painstaking research and travel to access archival materials and interview
10-
witnesses and their descendants.
42. The people that the Tjeknavorians interviewed agreed to speak and be filmed by
the Tjeknavorians because they trusted the Tjeknavorians and had confidence in their vision for
the Film. Similarly, many of the archival materials loanedto the Tjeknavorianswere providedto
them based on the owners' belief that the Tjeknavorians would use those materials in the
production of a Film that represented the Tjeknavorians' vision.
43. Although Mr. Mardirossian was kept apprised of the progress made, neither he
nor any employee of Acorne shot any video footage, took any photographs, conducted any
interviews, did any research, or compiled any archival materials for the Film, or co-authored any
of the Tjeknavorians' notes, drafts, or outlines.
44. Through their own legwork and contacts, the Tjeknavorians were granted
exclusive access to restricted sites, including former orphanages located on military bases
controlled by the Russian Army, and the private papers of eyewitnesses and their descendants.
45. In fact, Mr. Mardirossian had no creative input in preparing any materials related
to the Film. All of the work was done jointly by the Tjeknavorians.
IV. Mr. Mardirossian Repudiates The Agreement And Cuts Off Funding For The Film
46. On or about May 3, 2012, Mr. Tjeknavorian informed Mr. Mardirossian that the
Tjeknavorians would need at least another year to complete their research and draft an outline
that met the level of professionalism contemplated by the parties.
47. At a meeting on or around May 19, 2012, with almost no advance notice to the
Tjeknavorians, Mr. Mardirossian announced that he would cease funding the Film, effective June
30,2012.
48. By doing so, Mr. Mardirossian essentially repudiated the parties' Agreement.
49. Mr. Mardirossian never made any further payments under the parties' agreement,
-11-
either personally or through Acorne, his company.
50. However, the parties agreed that when the Tjeknavorians completed an outline
and budget for the Film, Mr. Mardirossian would use the Tjeknavorians' outline to solicit
additional investors for the Film. The parties never agreed upon a deadline for the completion of
the outline and budget.
V. The Tjeknavorians Continue To Work On Their Film After Mr. Mardirossian
Breaches His Obligations Under The Agreement
51. After Mr. Mardirossian defaulted on his payment obligations and repudiated the
Agreement, the Tjeknavorians continued to work intensively (and virtually exclusively) on the
Film. Among other reasons, they believed, and continue to believe, that the story at the heart of
the Film, in additional to having compelling narrative force, also had profound historical
significance. They did not contemplate abandoning the project, into which they had already
invested years of labor. Instead, the Tjeknavorians lived off their own savings while continuing
their work on the Film.
52. The Tjeknavorians also hoped to regain Mr. Mardirossian's financial support
and/or secure alternative funding sources. To that end, the Tjeknavorians kept Mardirossian
informed via email and telephone conversations of their findings and progress. They understood
that Mr. Mardirossian would be able to use his contacts to secure additional funding for the Film
from other sources.
53. During the months after Mr. Mardirossian discontinued funding the project
pursuant to the parties' initial agreement, Mr. Mardirossian pressured the Tjeknavorians to
provide a story outline and operating budget for the Film so that he could secure additional
funding from other investors.
54. It was also in this period that Mr. Mardirossian began to insist on the completion
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of the Film for release in 2015. He informed the Tjeknavorians that releasing the Film in
advance of the 100th Anniversary of NER's founding or the Armenian Genocide, both of which
fell in that year, would spur interest in the Film and help with its distribution. Contrary to the
parties' prior understanding, Mr. Mardirossian also referred to the purpose of the film as
"propaganda" for the Armenian Genocide.
55. The Tjeknavorians, however, continued to stress producing an Oscar-winning
caliber documentary that would appeal to a wider American audience. This was consistent with
the parties' agreement, discussed above, which contemplated the Tjeknavorians making a serious
documentary, with a nuanced presentation of the historical facts, supported by comprehensive
scholarship.
56. The parties never agreed upon a date for the completion of the Film. And, the
Tjeknavorians feared that rushing the Film would unnecessarily sacrifice elements of the
compelling narrative that they envisioned. This narrative, as initially contemplated by the
parties, told the story of the Armenian Genocide from the perspective of American eyewitnesses
and was supported by exhaustive research, never before-seen primary source materials, such as
unique photographs, and extensive interviews.
57. In response to each of Mr. Mardirossian's requests for a story outline and
operating budget, the Tjeknavorians informed Mr. Mardirossian that they would make their best
efforts to comply, but that the process of synthesizing thousands of pages of research, archival
materials, and dozens of hours of raw footage into a story outline was painstaking and time-
consuming work.
58. Ultimately, the Tjeknavorians could not rush the work that remained to be done or
complete an outline that was up to their professional standards in the time demanded by Mr.
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Mardirossian.
VI. Mr. Mardirossian Proposes A New Agreement That The Tjeknavorians Reject
59. On or about November 15, 2012, after the Tjeknavorians had been working on the
Film by themselves for months without the previouslyagreed upon payments from Mr.
Mardirossian, Mr. Tjeknavorian met with Mr. Mardirossian and asked himto resume funding the
Film.
60. In response, Mr. Mardirossian proposed that the parties enter into a written
contract pursuant to which he would provide additional funding for the Film, at a level that was
half of the original $5,000 per month provided under the parties' Oral Agreement.
61. Zareh Tjeknavorian stated that he was willing, in principle, to sign a written
agreement, but he would have to discuss the terms with Alina Tjeknavorian. He also stated that
he was not prepared to commit to any new written contract, on any terms, until the Tjeknavorians
had completed an outline and budget for the Film.
62. In or around February 2013, the Tjeknavorians received a written draft entitled
"Producer Agreement" from Mr. Mardirossian that included terms that the parties had never
discussed, let alone agreed to. Among other things, the Producer Agreement provided for the
transfer of the Tjeknavorians copyrights to Acorne.
63. The Tjeknavorians refused to sign the draft Mr. Mardirossian provided, and they
never agreed to the terms contained in the draft. The Tjeknavorians also informed Mr.
Mardirossian they would only enter into a written agreement, on mutually agreeable terms, once
the Tjeknavorians had completed the outline and budget for the Film.
64. Throughout the whole of 2013, however, the Tjeknavorians continued to work
diligently on a comprehensive outline and budget for the Film. To provide a sense of scale for
the work necessary to create the outline, during this period the Tjeknavorians were working on
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synthesizing 75 hours of their own video footage, over 17,000photographs, over 2,400 pages of
notes, almost 25,000 pages of scanned archival source materials (both visual and textual)
compiled by the Tjeknavorians, and over 21 hours of audio notes made using a Dictaphone.
VII. Mr. Mardirossian Demands The Transfer of the Tjeknavorians' Copyrights
65. Having failed to secure a written agreement transferring the Tjeknavorians'
exclusive rights in the Film and materials they created in connection therewith, and having
defaulted on his obligations to make the monthly payments to fund the production of the Film,
Mr. Mardirossian nevertheless sought to hijack the Tjeknavorians' work.
66. On November 4, 2013 (over a year and half after repudiating the parties'
Agreement), Acorne and Mr. Mardirossian, through their attorneys, sent the Tjeknavorians a
letter demanding that the Tjeknavorians turn over all of the materials they created in connection
with Film(including materials that the Tjeknavorians created after Mr. Mardirossian repudiated
the parties' Agreement), all legal rights in those materials and the Film, as well as any equipment
used in the creation of those materials.
67. The Tjeknavorians are the sole authors of these materials and never surrendered
their rights in those materials to either Acorne or Mr. Mardirossian. Accordingly, they refused to
accede to the demand.
VIII. Mr. Mardirossian And Acorne Sue The Tjeknavorians Seeking To Transfer The
Copyrights in the Film and Related Materials
68. On March 12, 2014, Mr. Mardirossian and Acorne filed suit against the
Tjeknavorians in the Supreme Court of New York, Kings County seeking, interalia, the
involuntary transfer of the Tjeknavorians' rights in the Film and related materials to Acorne and
Mr. Mardirossian. They filed an Amended Complaint on March 20, 2014, which was nearly
identical to the initial complaint.
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69. The Tjeknavorians timely filed a notice removing the case to the United States
District Court for the Eastern District of New York on April 7, 2014.
70. On July 10, 2014, that court remanded the action for lack of subject matter
jurisdiction. It held that the parties' claims, including the Tjeknavorians' counterclaim seeking a
declaration of their rights in the Film and related materials under the Copyright Act, did not arise
under the Act.
71. The Tjeknavorians believe that the district court's holding was erroneous, and that
their declaratory judgment counterclaim raised substantial questions of federal law requiring
construction of applicable provisions of the Copyright Act. However, because the court's
remand order was unappealable, the Tjeknavorians are forced to commence a new proceeding in
this Court to vindicate their rights.
FIRST CLAIM - Declaratory Judgment
72. Each of Paragraphs 1 through 71 is incorporated herein by reference.
73. The Amended Complaint has established an actual and justiciable controversy
between Defendants and the Tjeknavorians with respect to the ownership of the copyrights in the
Film and related materials authored by the Tjeknavorians.
74. This Court has subject matter jurisdiction under 28 U.S.C. 2201 and 2202 as
this is an action for a declaratory judgment.
75. Pursuant to the Copyright Act, 17 U.S.C. 102, the Tjeknavorians are the sole
authors of all materials created in connection with their work on the Film, including but not
limited to all raw video footage, photographs, typed and handwritten translations, notes, drafts,
compilations of archival materials, audio notes, and other materials.
76. Shant Mardirossian and Acorne have claimed ownership of all copyrights in
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materials authored by the Tjeknavorians in connection with the Film. However, neither Mr.
Mardirossian nor Acorne has any rights to or in any of these materials or in the Film.
77. The materials authored by the Tjeknavorians were not works made for hire, as
defined in 17 U.S.C. 101 because (1) the Tjeknavorians were not employees of either Acorne
or Mardirossian at any time and thus did not prepare the materials in the scope of their
employment, and (2) the parties did not execute or sign any written instrument agreeing that the
work shall be considered a work made for hire.
78. Further, the Tjeknavorians did not transfer their copyrights to either Mr.
Mardirossian or Acorne pursuant to 17 U.S.C. 201 and 204, which require a writing executed
by the author to effect such a transfer.
79. With certain limited exceptions that have no application to the parties' dispute,
Sections 201 and 204 of the Copyright Act bars any other form of voluntary or involuntary
transfer of the Tjeknavorians' copyrights. In fact, a New York State court may not order such a
transfer unless the requirements of Sections 201 and 204 have been satisfied. Section 201(e)
provides, in relevant part, that "[w]hen an individual author's ownership of a copyright, or of any
of the exclusive rights under a copyright, has not previously been transferred voluntarily by that
individual author, no action byany governmental body.. . purporting to . .. transfer .. . rights
of ownership with respect tothecopyrights] or any of the exclusive rights under a copyright,
shall be given effect. . . ."
80. Mr. Mardirossian and Acorne have claimed, at different times, that the works
authored by the Tjeknavorians were works "made for hire," that the Tjeknavorians orally
transferred their rights in the works to Mr. Mardirossian and/or Acorne, that the parties'
correspondence and other documents exchanged between them amount to a "writing" conveying
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the Tjeknavorians' copyrights, and that the Tjeknavorians' conveyed their rights as a result of a
prior course of dealing with Mr. Mardirossian.
81. Accordingly, an existing, actual, and substantial dispute exists between the parties
over the ownership of the copyrights at issue in light of these facts, and a declaration is necessary
to determine the ownership of those copyrights in accordance with applicable provisions of the
Copyright Act.
82. The court should declare the Tjeknavorians the sole owners of all copyrights in
materials that they authored in connection with their work on the Film, including but not limited
to all raw video, footage, photographs, typed and handwritten translations, notes, drafts, scanned
compilations of archival material, and audio notes.
PRAYER FOR RELIEF
WHEREFORE, the Tjeknavorians respectfully request a judgment as follows:
1. That the Court enter a Declaratory Judgment that the Tjeknavorians are the sole
owners of the copyrights in all materials they created in connection with their work on the Film,
including but not limited to all raw video, footage, photographs, typed and handwritten
translations, notes, drafts, scans of archival material, and audio notes.
2. That the Court grant the Tjeknavorians such other and further relief as it deems
just and proper.
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Dated: New York, New York
July 25, 2014
ORRICK, HERRINGTO UTCLIFFE, LLP
By:
Alex V. Chachkes
Philipp Smaylovsky
Silvia A. Babikian
Sasha Y. Zou
ORRICK HERRINGTON & SUTCLIFFE LLP
51 West 52nd Street
New York, NY 10019
(212)506-5000
[email protected]
psmaylovsky(a),orrick.com
[email protected]
szou(a>orrick. com
Attorneysfor Plaintiffs ZAREH
TJEKNA VORIAN andALINA TJEKNA VORIAN
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