FI LED

I COMP
JanetS. Marklev. Esq.
NevadaStatega,i # 4b09
JANET S. MARKLEY, ESQ.,P.C.
428 South Fourth Streot
LasVegas,NV 89101
Telephone:(702) 385-I 482
FILED
lrn15 '{ rolll '01
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Attorneys for Plaintiff KEN SHAMROCK, INC.
EIGHTH JI.JDICIAL DISTRICT COT.JRT
CLARK COUNTY, IYEVADA
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rz KEN SHAMROCK tNC.,a California
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Dept. No:
Corporation,
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Plaintiff,
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CC}M?I,AINT FOR:
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vs.
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BREACH OF CONTRACT; AI\[D
DECLARATORY RELIEF
6 ZUFFA, L.L.C., a NevadaLimited
Liability Companyand DOES I througir
7 50, inclusive,
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Deferxlar,.a.
COMESI',IOWplaintifqKEN SHAMROCK, INC. ("PLAINTIFF') forcausesof action
lagainst defend,:mis,ZUFFA, L.L.C. and DOES I through 50, inclusive, (collectively
EFEND-ANTS') and allegesas follows:
IDENTIFI-CATION O[' TTrE PARTTES
Plaintiff KEN SHAMROCK, INC. ("SHAMROCK, fNC.") is a california
its
in good standing, and at all relevant times mentioned herein, maintained
place of businessin the city of susanville,county of Lassen,state of california'
arts fighter and
Ken Shamrock, (..Shamrock") is a professional mixed-martial
in the city of sparks, county of washoe'
an employee of PLAINTIFF, currently residing
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Stateof Nevada.
3.
DefendantZUFFA, L.L.C. ("ZUFFA") is, and at all relevanttimesmentioned
herein wils a NevadaLimited Liability Companywith its principal place of businessin Clark
County, Nevada. ZUFFA is in thebusinessofpromoting professionalmixed-martial arts fights
through an organizationknown asthe tlltimate Fighting Championship("t)FC").
4.
PLAINTIFF is ignorantof the true namesand capacitiesof the defendantssued
herein under the fictitious namesDOES I through 50, inclusive. PLAINTIFF will amendthis
Complaint to allegetheir tnre namesandcapacitieswhen ascErtained.PLAINTIFF is informed
and believes that eachof the Doe Defendantswere responsiblein somemannerfor the currsnt
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injuries allegedin this Complaint.
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At all timesmentionedin thisComplaint,eachDefendantwa.stheagent/employee
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of each and every other Defendant. ln doing the things alleged in this Complaint,eachand
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every Defendant was acting within the courseand scopeof this agencyand ernploymentand
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was acting with the consent,permission,andauthorizationof eachof the other Defendants.All
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actions of eachDefendantallegedin this Complaintwere ratified and aprprovedby the officers
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or managing agentsof every other Defendant.
Venue and jurisdiction is proper before this Court based upon Paragraph 26,2 of
6.
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erZflfrpd and Fighter agree
the contract which is the basis ofthis action which statesas follows:
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that the exclusivejurisdiction and venue for the resolution of any dispute arising from or
relating to this Agreementshall lie in the Eighth District Court for the Stateof Nevada,sitting
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in Las Vegas,Nevada."
STATEMENT OF FACTS
paragraphs1 through6 of this Complaintasif
PLAINTIFF hcrebyincorporates
7.
fully set forttr herein.
Shamrock is a professionalmixed-martial arts fighter with a storied career.
8.
Shamrockis one of only threemen to ever be inductedinto the UFC Hall of Fame.
g.
Shamrockwas alwaysa major draw for UFC pay-per-view events. Someof the
by Shamrock.
Iafgestgfossing UFC eventsever were headlined
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10.
In early 2006,ShamrockfoughtJacob"Tito" Ortiz("Ortiz") for a secondtime
in a UFC pay- per-viewevent. The fight endedin a controversialvictory for Ortiz which left
many UFC fans demandinga rematch.
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As such,UFC PresidentDana White ("White") approachedShamrock regarding
Shamrock entering a conhact with ZUFFA whereby Shamrockwould fight Ortiz for a third
time. As an expressconditionof the agreement,ZUFFAinsistedShamrockenter a two fight
dealso thatitwouldhave theconhactualrighttobroadcastShamrock'snextfightaftertheftiz
rematch.
12.
In August of ?-006,withinthejurisdictional boundariesof this Court, the parties
entered into a written agreement("Agreernent") whereby Shamrock, as an employee of
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SIIAMROCK, INC., agreedto fight in two IJFC fights in a l2-month period unlesshe should
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chooseto retire after the first of those,the Shamrock/Ortizrematch. The Agreement contained
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agreed upon paymentsfor each fight. A true and correct copy of the Agreeurent will be
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provided to the court pursuantto the termsof a contractuallyrequiredconfidentiality agreement,
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the terms of which are currently being negotiated. Once the confide,ntial$ agreementis
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finalized the Agreementwill be attachedto this complaintas Exhibit "A".
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13.
The first fight under the term of the Agreementwas the rematch against or1iz
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which took place on October 10, 2006. Shamrocklost that fight. Immediately thereafter,
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Shamrockstatedin interviews andto the mediathat he would rctire from the mixed-martid arts
competition.
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Paragraph10.3ofthe Agreernentcontainsthreeelectionsavailableto ZUFFA
14.
in the eventa fighter decidesto retire from mixed martial arts fighting during the term of the
Agreernent. The Agreernentauthorizes ZUFFA to elect one of three options in the event of
Shamrock'sretirement.SHAMROCK, INC. is informedandbelievesandthereonallegesthat
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ZUFFA made an election after Shamrockretired pursuantto Paragraph 10.3.
15.
After severalmonthsof retirement,Shamrockdecidedto fight again. In June
of20D7,Shamrock'sagent,RodneyL. Donohoo("Donohoo'), sentWhite an e-mail statingthat
Shamrock wanted to fight again and was ready for the seoond frght under the Agreement. On
Ken Sharmocl Inc. v. Zuffa, LLC, et al.
Corrplai'nt
CaseNo.
! June 8,2007 ZUFFA Chief OperatingOffioer, Kirk Hendrick ("Hendrick') respondedto
Donohoo'srequestforthesecondfightunderthetermsoftheAgreement.
InhisletterHendrick
informed Donohooof the electionZUFFA madeunderparagraph10.3of the Agreementwhen
it learned of Shasrock's retiremsnt. Once the confidentiality agreementis finalized,
Hendrick's June 8, 2007letterwill be attachedto this complaintas Exhibit "B".
16.
Thereafter,in a seriesof written andoral communications,Donohoo,White, and
Hendrick discussedissuessurroundingthe secondfight. There were disagreementsbetween
the parties regarding the secondfight. Eventually,White informed Donohoo that ZUFFA was
going to changeits electionunderparagraph10.3of the Agreementbecauseof Shamrock's
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previousretirement.
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17. Shocked,DonohooinformedWhite that the Agreementdid not allow ZLJFFAto
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changeits electionafterShamrockcameoutofretirernentandhadbeguntrainingforthe second
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fight underthe Agreement. Donohoo,White, andHendrickcontinuedto discusstheir respective
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positions regarding the rights and obligations of both parties to the Agreement orally and in
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uniting for severalmonths but could not resolvethe dispute.
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I 8. The lastcommunicationbetweenthepartieson this issuewasa Novernber 2,2O07
letter Hendrick wrote to Donohoowhich confirmedthat ZUFFA made.andthen changedits
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election under paragraph 10.3of the Agreement.
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Once tlre confidentialityagreementis finalized, Hendrick's November2,2007letter
will be attachedto this complaintas Exhibit "C".
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19. ZUFFA neverprovidedShamrockwith the secondfight underthe termsof the
Agreement.
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20. As Hendrickconfirmedby theexpresslanguageof his June8, 2007andNovember
2,2N7 letters, ZUFFA electedto suspendthe term of the Agreernentduring Shamrock's
retirement pursuant to Paragraph 10.3, as opposed to terminating the Agreement under
Paragraph10.3. SHAMROCK,INC. believesthat there is nothing in the Agreementwhich
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allows ZIIFFA to change its election after it was made. Furttrermore, under the Agreement,
UJpq1Ahadlo ability to terminatethe Agreementat all since Shamrockwas training for the
Ken Shamrock,lnc. v- Zuffa, LLC, et al'
ConPlaint
Case No,
I secondfight under the Agreement. Notwithstandingits conductand the admissionscontained
in Hendrick's letters,ZUFFA apparentlybelievesthat it can unilaterally changeits election
under paragraph10.3of the Agreementasoften as it chooses.
FIRST CAUSEOF ACTION
BREACH OF CONTRACT(AGATNSTALL DEFEhTDANTS)
21.
PLAINTIFFherebyincorporates
paragraphs
I through20 of this Complaintas
if fully setforth herein.
22.
SHAMROCK,INC.performedallconditions,
covenants,
andpromises
required
_tobe performed in accordancewith the termsandconditionsofthe parties' Agreement,except
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those terms and conditionsfor which performancewas excusedby DEFENDANTS' breach.
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ZUFFA breachedthe Agreementwhenit failed andrefusedto provide Shamrockwith a second
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fight as is required by the Agreementafter he cameout of retirernent.
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23. As a proximateresultof DEFENDANTS' breachof theAgreement,PLAINTIFF
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has been deprived of the amountowed under the Agreementfor the secondfrght.
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As a furtherproximateresult of DEFENDANTS'breach, PLAINTIFF hasbeen
24.
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forced to incur attorney's fees and costs,in an amountaccording to proof at time of trial.
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SECOI{D CAUSE OF ACTION
DECLARATORY RELIET' (AGAINST ALL DEFENDAI\ITS)
25.
PLAINTIFF herebyincorporatesparagraphsI through 24 of this Complaint as
if fully set forth herein.
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26. An actual controversyhas arisen and now exists betweenthe parties as ZUFFA
believes it has thc right to changeits election and terminate the Agreement under paragraph
10.3after Shamrockcameout of retircrnentandafter ZUFFA hadpreviously electedto suspend
as opposedto terminatethe Agreementunder Paragraph10.3. SHAMROCK INC. believes
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that the Agreernent does not provide such rights to ZUFFA. SHAMROCK, INC. seeksa
declaration thatZLJFFA cannotchangeits election underparagraph 10.3 andthattheAgreement
remained in full force and effect after Shamrock came out of retirement.
27.
Such a declarationis necessaryand appropriateat this time so SHAMROCK,
Ken Sharnroch Inc. v. Zuffa" LLC, et al.
Corrp\arrt
CaseNo.
INC. may ascertainits rights and dutieswith respectto the Agreernent.
WHEREFORE, SHAMROCK,INC. praysforjudgmentagainstDEFENDANTS, and
eachof them, as follows:
IfIRST CAUSE OF ACTION @reach of Contract)
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For damagesin excessof $10,000.00,the exactamountof which will be proven
at time of trial;
2.
For attomeysfeesandcostsof suit incurredherein;and
3.
For suchother and furttrer relief as the court deemsjust and proper.
SBCOIYDCAUSEOF ACTION (DeclaratoryRelie0
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For a declarationof the rights of parties named herein to an interest in the
Agreernent;and
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2.
For attorneysfees and costsof suit incurred herein; and
3.
For zuch,gtherand furttrer relief asthe court may deemproper.
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Datedthis-lflday of April,2008.
JANET S. MARKLEY, ESQ.,P.C.
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NevadaBar No.
428 S. Fourth Street
LasVeeas.Nevada89101
Attome! fin Plaintiff,
KEN ST{AMROCK,INC.
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Stnffock,Inc.
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