FILED: NEW YORK COUNTY CLERK 05/09/2011

Second Cause of Action, in the Alternative
(Breach of the Implicit Covenant of Good Faith and Fair Dealing,
Against Both Defendants)
104. Gate Five incorporates by reference the foregoing allegations of the complaint.
105. The Agreement is a valid and binding contract.
106. Under the Agreement, Ms. Carter had an implied duty to act good faith not to take
any action to prevent Gate Five from receiving the benefit it bargained for under the Agreement.
107. Even if Ms. Carter had a right to terminate the Agreement based on a failure by
Gate Five to obtain “committed financing” by November 15, 2010 (which is expressly denied),
she exercised that right in bad faith by:
(a) Doing so after she had repeatedly consented to Gate Five’s decision to
wait until after November 15 to close a financing deal;
(b) Timing her termination of the Agreement so that it would disrupt the
closing of Gate Five’s expected financing;
(c) Using the disruption in Gate Five’s expected financing to try to obtain
additional compensation from Gate Five; and
(d) Using the Financing Contingency as a pretext to purport to terminate the
Agreement, even though the Financing Contingency had nothing to do
with her real reasons for seeking to terminate.
108. After terminating the Agreement in bad faith, Ms. Carter refused to provide any
further services to Gate Five.
109. As a direct result of Ms. Carter’s bad faith, Gate Five was unable to complete the
development of Starpower: Beyoncé, or to market and sell the game or its sequels as
contemplated by the parties.
110. Gate Five has been injured in an amount to be determined at trial.
Third Cause of Action
(Injunction, Against Both Defendants)
111. Gate Five incorporates by reference the foregoing allegations of the complaint.
PC Law # 15232 34