LOS ANGELES (CN) - Actor-producer Howard Zuker says Michael Douglas forced him out of the company the two men co-founded, American Entertainment Holding Co., owing him a promised $1 million bonus. Zuker appeared under the name Zach Norman in "Romancing the Stone," "Night Moves," "Hard Times," and other movies.
In his Superior Court lawsuit, Zuker says Douglas has been AEHC's main financial backer since it began. Zuker says he and Douglas became friends in 1976, after meeting at the Cannes Film Festival. He claims that in 1998, he suggested that Douglas and he buy the American Play Company, which held rights to what the complaint calls "a massive library of thousands of owned or managed intellectual property rights."
He claims Douglas eventually agreed to finance Zuker's purchase of APC. But AEHC had trouble getting off the ground, Zuker says. Despite multiple funding injections from Douglas, AEHC was never able to raise enough money to meet its operating budget.
Zuker blames this on Douglas' repeated vetoes of potential investors, and on investment banker Christopher Baker, who invested $2.5 million in AEHC, but allegedly blocked further investments for nearly two years by failing to complete a Private Placement Memorandum to define the terms for potential investors.
Eventually, Zuker claims, Baker drafted a memorandum that "relegated AEHC from the centerpiece of the deal to a bit player."
Baker also is a defendant in this case.
Zuker says the new deal called for AEHC to give up its rights to the film library. The memorandum cut out AEHC financially and replaced it with Granite-Glass, Douglas's and Baker's joint company, as manager of the company's "Film Fund." It allegedly earmarked $7 million in profits for Douglas's and his wife, Catherine Zeta-Jones's, production companies.
The new plan was "directly contrary to the parties' prior understanding and conversations, and a blatant attempt to co-opt AEHC's valuable business opportunity," according to the complaint.
Zuker says Douglas and Baker rejected his counterproposal, which suggested that AEHC retain more management control over the library. He says Douglas and Baker held a special election so that the company could change the Operating Agreement, erasing the requirement that Zuker be fired for cause. Then the company voted to terminate Zuker.
Since then, Zuker says, Baker has refused to pay Zuker's $192,000 yearly salary, or to reimburse him for business expenses. Represented by Matthew Lesnick, Zuker demands damages for breach of fiduciary duty and breach of contract.
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