FILED: NEW YORK COUNTY CLERK 05/09/2011

Ms. Carter Shocks Her Business Partners By Abruptly Purporting to Terminate the
Agreement
65. Things changed abruptly, however, in the middle of the following night. At 11:22
p.m. on December 3, 2010, Ms. Carter’s lawyer (the same lawyer who had earlier agreed to
waive the Financing Contingency) sent an e-mail purporting to terminate the Agreement based
on the Financing Contingency. Attached to the e-mail was a notice stating that BI “is electing to
terminate the License Agreement, effective immediately, due to Gate Five LLC’s failure to
satisfy the Financing Contingency on or prior to November 15, 2010.”
66. Ms. Carter’s midnight termination letter shocked everyone. Because the parties
had signed off on the final Alcon contracts the day before, it seemed impossible that she would
seriously contend there was a lack of “committed financing.” BDJ’s President received the e-
mail early Saturday morning and responded in confusion, asking “[w]hat does this mean
practically?” Although Ms. Carter’s attorney confirmed that she was backing out of the project,
he would not say why. The other members of Gate Five offered to work with Ms. Carter to bring
her back to the project, but they explained that until she would identify a problem, they were
“shooting in the dark.”
67. Ms. Carter would not explain her actions to Alcon either. On December 7, an
Alcon senior executive sent an e-mail to one of her agents, calling her “dead of night”
termination letter “deplorable” and noting that she “has never given a clear, consistent
explanation as to why [she] abruptly pulled out of the arrangement [so] we do not even really
know what her ‘issues’ are.”
68. Ms. Carter’s conduct stunned even her father and then-manager. Mr. Knowles, on
December 7, wrote to BDJ’s President that he was “disappointed about all of this. We had no
idea this was happening. I thought in principle we had a deal.” Renouncing his daughter’s
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