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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 1 of 30
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`EXHIBIT B
`EXHIBIT B
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 2 of 30
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`Carney R. Shegerian, Esq., State Bar No. 150461
`CShegerian@Shegerianlaw.com
`Mahru Madjidi, Esq., State Bar No. 297906
`MMadjidi@Shegerianlaw.com
`Bryan Kirsh, Esq., State Bar No. 318238
`BKirsh@Shegerianlaw.com
`SHEGERIAN & ASSOCIATES, INC.
`11520 San Vicente Boulevard
`Los Angeles, California 90049
`Telephone Number: (310) 860 0770
`Facsimile Number: (310) 860 0771
`
`Attorneys for Plaintiff,
`DON LEMON
`
`
`
`ELECTRONICALLY
`F I L E D
`
`Superior Court of California,
`County of San Francisco
`08/01/2024
`Clerk of the Court
`BY: SHENEQUA GLADNEY
`Deputy Clerk
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`
`FOR THE COUNTY OF SAN FRANCISCO
`
`Plaintiff,
`
`DON LEMON,
`
`
`
`
`vs.
`
`
`ELON MUSK; X CORP. DOING
`BUSINESS IN CALIFORNIA AS,
`X CORP., A NEVADA
`CORPORATION; and DOES 1 to 100,
`inclusive,
`
`
`
`
`
`Defendants.
`
`CGC-24-616892
`
` Case No.:
`
`PLAINTIFF DON LEMON’S
`COMPLAINT FOR DAMAGES FOR:
`
`(1) FRAUD;
`
`(2) NEGLIGENT
`MISREPRESENTATION;
`
`(3) MISAPPROPRIATION OF NAME
`AND LIKENESS (COMMON LAW);
`
`(4) MISAPPROPRIATION OF NAME
`AND LIKENESS (CIVIL CODE §
`3344);
`
`(5) BREACH OF EXPRESS
`CONTRACT; AND
`
`(6) UNJUST ENRICHMENT.
`
`DEMAND FOR JURY TRIAL
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`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 3 of 30
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`TABLE OF CONTENTS
`
`INTRODUCTION
`
`PARTIES
`
`JURISDICTION AND VENUE
`
`FACTUAL ALLEGATIONS
`
`Lemon’s Exemplary Career as a Journalist
`
`Advertising Revenue Drops Drastically After Musk Purchases X (Formerly
`Known as Twitter)
`
`Defendants Sought Out Lemon to Enter Into an Exclusive Partnership Deal
`Amid Their Ongoing Struggle to Retain Advertisers
`
`Defendants Make False Representations and Promises to Lemon
`
`Lemon Agrees to an Exclusive Partnership Deal Based Upon Defendants’
`False Promises and Misrepresentations
`
`Lemon Justifiably Relies on the False Promises and Representations Made by
`Defendants and Enters Into an Exclusive Partnership Deal
`
`Lemon is Harmed as a Result of His Justifiable Reliance on Defendants’
`Misrepresentations and Defendants Benefited
`
`The Interview Between Musk and Lemon
`
`Lemon is Damaged as Defendants Demonstrate Their Fraudulent Behavior
`
`FIRST CAUSE OF ACTION
`
`(Fraud—Against All Defendants and Does 1 to 100, Inclusive)
`
`SECOND CAUSE OF ACTION
`
`(Negligent Misrepresentation—Against All Defendants and Does 1 to 100,
`Inclusive)
`
`THIRD CAUSE OF ACTION
`
`(Misappropriation of Name and Likeness (Common Law)—Against
`Defendant X. Corp. and Does 1 to 100, Inclusive)
`
`FOURTH CAUSE OF ACTION
`
`(Misappropriation of Name and Likeness (Civil Code § 3344)—Against
`Defendant X. Corp. and Does 1 to 100, Inclusive)
`
`FIFTH CAUSE OF ACTION
`
`-i-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`(Breach of Express Contract—Against Defendant X. Corp. and Does 1 to
`100, Inclusive)
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`SIXTH CAUSE OF ACTION
`
`(Restitution and Unjust Enrichment—Against All Defendants and Does 1 to
`100, Inclusive)
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`PRAYER FOR RELIEF
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`DEMAND FOR JURY TRIAL
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`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 5 of 30
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`TABLE OF AUTHORITIES
`
`Statutes
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`Civil Code § 3294
`
`Civil Code § 3344
`
`Code of Civil Procedure § 474
`
`Code of Civil Procedure § 395
`
`Code of Civil Procedure § 395.5
`
`Code of Civil Procedure § 3291
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`Page
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`2, 16
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`22, 23
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`-iii-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Plaintiff, Don Lemon (hereafter “Plaintiff” or “Lemon”), alleges, on the basis of
`
`personal knowledge and/or information and belief:
`
`INTRODUCTION
`
`Plaintiff Don Lemon is an American journalist best known for his work with CNN
`
`from September 2006 until his tenure ended in April 2023. Relatable and charismatic,
`
`Lemon’s work defies genre, candidly exposing injustice and the resiliency of the human
`
`spirit. At all times throughout his career, Lemon has been an exemplary journalist known
`
`“for sticking his finger in the eyes of powerful people [including politicians and public
`
`officials], asking uncomfortable questions, and, as a Black, gay man, fighting to make
`
`diverse viewpoints heard.”
`
`Following Musk purchasing X (at the time known as Twitter), Musk fired top
`
`executives, laid off a significant portion of staff, and reinstated banned accounts. In
`
`response, major companies suspended and decreased their advertising on X. Amid
`
`Defendants ongoing struggle to retain advertisers, Defendants sought to affiliate with
`
`reputable figures whose name, likeness and reputation they could use to piggyback off of
`
`to retain advertisers. Lemon was a top prospect for X, and thus, Defendants saw an
`
`opportunity and sought to reach an exclusive partnership deal with Lemon, following his
`
`termination at CNN, at a time when Lemon was vulnerable.
`
`After Lemon rightfully expressed reservations about agreeing to an exclusive
`
`partnership deal given the ongoing controversies surrounding the X platform, Defendants
`
`remained undeterred, going on to induce Lemon through false promises and
`
`representations about what would be expected of them and how much Lemon would be
`
`compensated to get him to agree, all while concealing material facts from Lemon.
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`Defendants did this to accomplish what they truly intended to do—publicize a partnership
`
`between X and Lemon, and thereby associate and promote the X brand with Lemon’s good
`
`name, likeness, identity, and reputation, to: (a) rehabilitate Defendants’ reputation; (b)
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`promote the partnership and Defendants’ association with Lemon on Defendants’ website
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`-1-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 7 of 30
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`(www.x.com), social media accounts, at promotional events, and elsewhere, to sell
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`advertisers on the X platform; and (c) otherwise profit and gain advantage commercially.
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`Contrary to the promises and representations made to Lemon, once Defendants were
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`enriched and gained the benefits of using Lemon’s name, likeness, identity, and reputation,
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`they reneged on their express agreement with Lemon and have failed to compensate him,
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`citing to false pretenses for their breach of the partnership agreement. This breach came
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`after Lemon spent considerable time, effort, and resources in creating exclusive content
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`for Defendants. Lemon had gone to great lengths and incurred hundreds of thousands of
`
`dollars of expenses in forming his own media company, collaborating with his agents
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`based in California on what his new show would look like, seeking business proposals
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`from numerous production companies, entering into a production deal with a content
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`studio and production company, creating a production studio where he could record his
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`video content, purchasing production equipment, hiring a production staff, and assembling
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`a production team.
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`Defendants deliberately misrepresented what they intended to do. Defendants knew
`
`that if they accurately represented to Lemon that the purpose and meaning of the exclusive
`
`partnership deal was to use Lemon’s name, likeness, reputation, and identity to rehabilitate
`
`Defendants reputation and draw in advertisers to the X platform, Lemon would never have
`
`agreed to do what he did and Defendants would have been unable to utilize Lemon to keep
`
`up with their ongoing efforts to woo advertisers.
`
`Plaintiff brings this action against defendants for economic, non-economic, and
`
`punitive damages pursuant to Civil Code section 3294, prejudgment interest pursuant to
`
`Code of Civil Procedure section 3291, injunctive relief, costs, and any further relief this
`
`Court deems appropriate.
`
`///
`
`///
`
`///
`
`///
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`-2-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`

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`PARTIES
`
`1. Plaintiff: Plaintiff Don Lemon (“Plaintiff” or “Lemon”) is, and at all times
`
`mentioned in this Complaint was, a resident of New York County, New York.
`
`2. Defendants:
`
`a. Defendant X Corp., doing business in California as X Corp., a Nevada
`
`Corporation (“X Corp.” or “X”) is, and at all times mentioned in this complaint was, a
`
`corporation doing business in San Francisco County, California. At all relevant times,
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`Defendant’s principal place of business was located at 1355 Market Street, Suite 900, San
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`Francisco, CA 94103. X Corp. owns, operates and controls the social networking service,
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`“X” (formerly referred to and known as Twitter), currently located at www.x.com. The X
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`Platform enables account holders to distribute content via text, images, videos, and other
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`multimedia-based messages.
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`b. Defendant Elon Musk (“Musk”) is, and at all times mentioned in this
`
`Complaint was, a resident of Texas. Prior to 2019, Musk was an individual residing in
`
`California. Defendant Musk, who made the promises and representations herein alleged,
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`is, and at all times mentioned in this Complaint was, the Chief Financial Officer, Secretary,
`
`and/or an employee for X. At the time the representations and promises herein alleged
`
`were made, Musk was acting for the benefit of Defendants and within the course and scope
`
`of his agency, employment, authority, and/or apparent authority for Defendants.
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`3. Linda Yaccarino (“Yaccarino”) is, and at all times mentioned in this Complaint
`
`was, a resident of New York. At the time the representations and promises herein alleged
`
`were made, Yaccarino was the Chief Executive Officer and/or an employee for Defendant
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`X. At the time the representations and promises herein alleged were made, Yaccarino was
`
`acting for the benefit of Defendants and within the course and scope of her agency,
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`employment, authority, and/or apparent authority for Defendants.
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`4. Brett Weitz (“Weitz”) is, and at all times mentioned in this Complaint was, a
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`resident of California. At the time the representations and promises herein alleged were
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`made, Weitz served as the Head of Content, Talent, and Brand Sales and/or an employee
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`-3-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`for Defendant X. At the time the representations and promises herein alleged were made,
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`Weitz was acting for the benefit of Defendants and within the course and scope of his
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`agency, employment, authority, and/or apparent authority for Defendants.
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`5. Doe defendants: Defendants Does 1 to 100, inclusive, are sued under fictitious
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`names pursuant to Code of Civil Procedure section 474. Plaintiff is informed and believes,
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`and on that basis alleges, that each of the defendants sued under fictitious names is in some
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`manner responsible for the wrongs and damages alleged below, in so acting was
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`functioning as the agent, servant, partner, and employee of the co-defendants, and in taking
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`the actions mentioned below was acting within the course and scope of his or her authority
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`as such agent, servant, partner, and employee, with the permission and consent of the co-
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`defendants. The named defendants and Doe defendants are sometimes hereafter referred
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`to, collectively and/or individually, as “defendants.”
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`6. Relationship of Defendants: All defendants were responsible for the events and
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`damages alleged herein, including on the following bases: (a) defendants committed the
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`acts alleged; (b) at all relevant times, one or more of the defendants was the agent or
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`employee, and/or acted under the control or supervision, of one or more of the remaining
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`defendants and, in committing the acts alleged, acted within the course and scope of such
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`agency and employment and/or is or are otherwise liable for plaintiff’s damages; (c) at all
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`relevant times, there existed a unity of interest between or among two or more of the
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`defendants such that any individuality and separateness between or among those
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`defendants has ceased. Defendants exercised domination and control over one another to
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`such an extent that any individuality or separateness of defendants does not, and at all
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`times herein mentioned did not, exist. All actions of all defendants were taken by
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`authorized personnel, elected officials, employees, supervisors, executives, officers, and
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`directors with all defendants, were taken on behalf of all defendants, and were engaged in,
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`authorized, ratified, and approved of by all other defendants.
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`7. Finally, at all relevant times mentioned herein, all defendants acted as agents of
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`all other defendants in committing the acts alleged herein.
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`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`JURISDICTION AND VENUE
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`8. Pursuant to Code of Civil Procedure section 395(a), venue is proper in the
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`Superior Court in the County where the defendants, or some of them reside at the
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`commencement of the action. Pursuant to Code of Civil Procedure section 395.5, venue
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`is proper in the county where the principal place of business of the corporation is situated.
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`As a result, venue is proper because Defendant X is a corporation that is doing business,
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`or has done business during the times relevant herein, in San Francisco, California. At all
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`relevant times, Defendant X’s principal place of business is in San Francisco, California,
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`and does business out of San Francisco, California.
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`9. This Court has personal jurisdiction over Defendant X because its principal place
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`of business is located in San Francisco County, California.
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`10. This Court has personal jurisdiction over Defendant X and Defendant Musk
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`because each defendant has sufficient minimum contacts with California, has purposely
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`availed itself to California’s benefits and protection, and does a substantial amount of
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`business in California, such that the Court’s exercise of jurisdiction over each Defendant
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`is wholly consistent with traditional notions of fair play and substantial justice.
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`a. The causes of action in this Complaint arise from Defendants, including the
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`agents and representatives of Defendants, transacting and conducting business in
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`California and/or causing tortious injury by an act or omission in California.
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`b. Defendants’ misrepresentations and false promises that form the basis of
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`Lemon’s lawsuit were received by Lemon’s agents and representatives, who at the time
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`were located in, reside in, and are domiciled in California.
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`c. Defendants’ misrepresentations and false promises that form the basis of
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`Lemon’s lawsuit were made by Defendants’ agents, representatives, and employees, who
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`at the time were located in, reside in, and are domiciled in California.
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`d. Defendants made representations and promises to Lemon, and engaged in
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`other acts related to this lawsuit for the benefit of Defendant X, whose principal place of
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`business is located in San Francisco County, California.
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`-5-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`e. One statement giving rise to this lawsuit was sent directly by Musk to one of
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`Lemon’s agents, who works and lives in California.
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`f. Lemon suffered damage in the State of California, as the direct and proximate
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`result of Defendants’ actions.
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`g. Musk knew that his conduct against Lemon would be conveyed to a
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`California audience and would result in the accusations receiving massive publicity.
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`h. As a result, Defendants could have—and indeed should have—reasonably
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`foreseen being subject to a lawsuit based in a California court.
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`FACTUAL ALLEGATIONS
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`Lemon’s Exemplary Career as a Journalist
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`11. Plaintiff Don Lemon (“Lemon” or “Plaintiff”) is an American journalist and
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`trusted information source best known for his work with CNN from September 2006 until
`
`his tenure ended in April 2023. Relatable and charismatic, Lemon’s work defies genre,
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`candidly exposing injustice and the resiliency of the human spirit. At all times throughout
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`his career, Lemon has been an exemplary journalist known “for sticking his finger in the
`
`eyes of powerful people [including politicians and public officials], asking uncomfortable
`
`questions, and, as a Black, gay man, fighting to make diverse viewpoints heard.”
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`12. Lemon reported and anchored on-the-scene for CNN in many breaking news
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`stories, including numerous mass shooting incidents, the death of Freddie Gray while in
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`police custody, the shooting of unarmed teenager Michael Brown in Ferguson, Missouri,
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`the George Zimmerman trial, the Boston Marathon bombing, the deaths of Whitney
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`Houston and Michael Jackson, and the inauguration of the 44th president in Washington,
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`DC. Lemon reported for CNN’s documentary Race and Rage: The Beating of Rodney
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`King, which aired 20 years to the day of the tragic incident.
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`13. Lemon’s influence, direction, and execution as a journalist has led to recognition
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`with numerous awards—including the 2005 Edward R. Murrow Award, three regional
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`Emmy Awards in 2006, and other awards. Lemon was named one of the 150 most
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`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 12 of 30
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`influential African Americans by Ebony magazine in 2009, named as one of the 50 most
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`influential LGBTQ People in Media by The Advocate in 2014, and in June 2019, was
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`named as one of the Pride50 “trailblazing individuals who actively ensure society remains
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`moving towards equality, acceptance and dignity for all queer people.”
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`14. Lemon has deliberately and carefully promulgated a certain image and
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`reputation, which ensured that he would be taken seriously as a journalist.
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`Advertising Revenue Drops Drastically After Musk Purchases X
`
`(Formerly Known as Twitter)
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`15.
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`In October 2022, Musk completed his move to purchase X (at the time known as
`
`Twitter). After the takeover, Musk fired top executives, laid off a significant portion of
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`staff, and reinstated banned accounts. In response, major companies suspended and
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`decreased their advertising on X amid growing concerns. Ultimately, X’s advertising
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`revenues declined 60% year-over-year through August 2023 as X struggled to make deals
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`with major advertising brands.
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`-7-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 13 of 30
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`Defendants Sought Out Lemon to Enter Into an Exclusive Partnership
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`Deal Amid Their Ongoing Struggle to Retain Advertisers
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`16. Amid Defendants’ ongoing struggle to retain advertisers, Defendants sought to
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`affiliate with reputable figures whose name, likeness, identity, and reputation they could
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`use to piggyback off of to retain advertisers. Lemon was a top prospect. A gay, Black man
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`with an excellent reputation and a household name, he was the perfect candidate to partner
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`with to aid their dying advertisement revenue.
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`17. Defendants saw their opportunity to plant this seed with Lemon in May 2023,
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`shortly after Lemon was terminated by CNN, and started publicly seeking an exclusive
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`partnership deal with Lemon. Aware of Lemon’s vulnerable state, Musk responded to
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`Lemon’s post on X announcing that CNN terminated him. In the post dated May 9, 2023,
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`Musk stated:
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`18. On June 8, 2023, Musk again publicly encouraged Lemon to join the platform in
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`a post on X: “It’d be great to have @maddow, @donlemon & others on the left put their
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`shows on this platform.”
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`19. During Lemon’s June 16, 2023 phone conversation with Musk, Musk asked
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`Lemon to enter into an exclusive partnership deal with X and commented to him: “I want
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`you on the [X] platform” and “this is what you should be doing.” Lemon expressed
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`reservations about entering into a partnership with X due to the ongoing controversies
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`surrounding the X platform. In response, and to induce Lemon to enter into an exclusive
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`partnership deal with X, Musk represented to Lemon that he would have full authority and
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`control over the work he produced even if disliked by Defendants, and that there would be
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`no need for a formal written agreement or to “fill out paperwork.”
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`20.
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`In November 2023, Defendants’ ongoing struggle to retain advertisers magnified
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`-8-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 14 of 30
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`as major companies halted their advertising spending on X, including IBM, Apple, and
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`Disney. Defendants were now in a rush to publicly announce a partnership with Lemon.
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`Defendants Make False Representations and Promises to Lemon
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`21. On December 14, 2023, Lemon attended an in-person meeting with Yaccarino
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`and Weitz at Da Umberto Italian Restaurant in New York City to discuss the potential of
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`a partnership. During the meeting, Lemon told Yaccarino and Weitz that it was important
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`for him to maintain his journalistic integrity and that the next step in his career following
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`his termination at CNN was a pivotal one. Because of the ongoing controversies
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`surrounding the X platform, Lemon expressed that he was hesitant to enter into a
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`partnership with X unless he had Defendants’ full support. In response, and to induce
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`Lemon to enter into a partnership with X, or at least to announce that partnership,
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`Yaccarino and Weitz assured Lemon that he had Defendants’ full support, that Lemon
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`would have full authority over his work and should not have concerns about Defendants
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`imposing on his work or not agreeing with anything he does.
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`22. Following the meeting with Yaccarino and Weitz, Lemon remained undecided
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`on committing to a partnership with Defendants. However, Defendants would not be
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`deterred. Defendants continued to make these same representations to Lemon, including
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`that he would have full authority and control over the work he produced even if disliked
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`by Defendants.
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`23. Moreover, Defendants started to induce Lemon by promising a revival of his
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`career following his termination with CNN, knowing that he was in a particularly
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`vulnerable and susceptible state.
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`a. On December 24, 2023, Yaccarino told Lemon and his agent via text:
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`“Getting ready to toast all of you…..many times!”
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`b. On December 30, 2023, Weitz told Lemon via text: “You're set up for a lot
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`of $$ this year” and “You're gonna make money faster than you think!”
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`c. On December 31, 2023, Yaccarino told Lemon via text: “On the doorstep of
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`-9-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 15 of 30
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`a new year and an epic partnership I just wanted to reach out and assure you of my
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`personal commitment. You are an incredible talent and X will make sure you have the
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`global platform you deserve.”
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`d. On January 6, 2024, Weitz told Lemon via text: “My job is to make sure that
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`you feel like you're in good company on the platform and I'm gonna do everything in my
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`power to make sure that happens. This will be an awesome adventure for both of us.”
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`Lemon Agrees to an Exclusive Partnership Deal Based Upon
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`Defendants’ False Promises and Misrepresentations
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`24. After a series of negotiations with Lemon’s agents and Lemon’s transparency
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`about his hesitations—Defendants, as a means to induce Lemon to agree to this exclusive
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`partnership deal with X, then represented to Lemon on or around January 8, 2024 that he
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`would receive a one-year deal with X if he agreed to provide Defendants exclusive rights
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`to specific video content for a 24-hour period before it could be dispersed to other
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`platforms: (1) one piece of long-form video content (that is not breaking news) per week;
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`and (2) ten pieces of short-form video content per month.
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`25.
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`In exchange, Defendants agreed they would pay him $1,500,000 guaranteed
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`($200,000 paid up-front within 3 business days and the remainder paid in quarterly
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`installments), with additional incentives including—(1) the option to renew the one-year
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`deal two times with the same terms, at Lemon’s sole discretion; (2) 60 percent of the gross
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`advertising revenue that X received for programmatic advertising generated from Lemon’s
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`content on X; (3) performance threshold payments ($250,000 for reaching 4 million
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`followers, $500,000 for reaching 6 million followers, $750,000 for reaching 8 million
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`followers, and $1,000,000 for reaching 10 million followers); (4) $500,000 in advertising
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`credits on the X Platform; (5) for a period of 48 months, 10 percent of the net revenue that
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`X receives once it exceeds $350,000 for content creators that Lemon referred to X; and
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`(6) that all content created by Lemon (and its underlying intellectual property) originating
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`on or distributed on X is wholly-owned by him.
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`-10-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 16 of 30
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`Lemon Justifiably Relies on the False Promises and Representations
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`Made by Defendants and Enters Into an Exclusive Partnership Deal
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`26. After Defendants persistent and ongoing material promises and representations
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`referenced above, including that Lemon would have Defendants’ full support, as well as
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`full authority and control over the work he produced even if disliked by Defendants,
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`Lemon agreed to enter this exclusive partnership deal with Defendants on or about January
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`8, 2024. Lemon entered into this exclusive partnership deal in reliance upon Defendants’
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`material representations and promises referenced above. Lemon would not have agreed to
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`enter into this exclusive partnership deal with Defendants if he had known that Defendants
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`would fail to deliver on these representations and promises.
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`27. Lemon, at the time the aforementioned promises and representations were made
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`by Defendants and at the time he took the actions herein alleged, was ignorant of the falsity
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`of Defendants’ promises and representations and believed them to be true. In reliance on
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`these representations, Lemon was induced to and entered this exclusive partnership deal
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`with Defendants. Had Lemon known the actual facts and intentions of Defendants, he
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`would not have taken such action. Lemon’s reliance upon Defendants’ misrepresentations
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`and false promises was justified because, among other reasons:
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`a. Lemon had known Yaccarino to be a successful, well-respected media
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`executive during her long tenures at NBCUniversal and at Turner before agreeing to join
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`X as the CEO in or around May 2023. After joining X, Yaccarino made representations
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`directly to Lemon, and representations to other groups in the presence of Lemon,
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`explaining that Defendants were creating a platform that is palatable to advertisers, which
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`in turn would lead to a profitable venture for both Defendants and Lemon.
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`b. Lemon was rushed by Defendants into agreeing to the exclusive partnership
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`deal. Shortly before Lemon agreed to the exclusive partnership deal on or around January
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`8, 2024, Defendants informed Lemon that the terms of their offer would be withdrawn
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`unless he attended the CES Conference in Las Vegas and that Lemon make a social media
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`post announcing their partnership to the public on the same day. Based upon the foregoing,
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`-11-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`

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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 17 of 30
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`including but not limited to Lemon’s knowledge of Yaccarino’s reputation as a successful
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`media executive, Lemon agreed to enter into the exclusive partnership deal.
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`Lemon is Harmed as a Result of His Justifiable Reliance on Defendants’
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`Misrepresentations and Defendants Benefited
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`28. As a result of Lemon’s justifiable reliance on Defendants’ false promises and
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`misrepresentations, Lemon agreed to the exclusive partnership deal, promoted
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`Defendants’ business to advertisers on his social media and at marketing events, and put
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`his own reputation at stake by associating himself with Defendants.
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`29. Meanwhile, Defendants never intended to fulfill their representations and
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`promises to Lemon. Instead, at a time when Defendants were under intense criticism and
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`losing advertisers, Defendants only intended to publicize a partnership between X and
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`Lemon, and thereby associate and promote the X brand with Lemon’s good name, likeness,
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`identity, and revered reputation, in order to: (a) rehabilitate Defendants’ reputation; (b)
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`promote the partnership and their association with Lemon on Defendants’ website
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`(www.x.com), social media accounts, at promotional events, and elsewhere to sell
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`advertisers on the X platform; and (c) otherwise profit and gain advantage commercially.
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`30. On or around January 9, 2024, Lemon attended the CES conference. There,
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`Yaccarino had Lemon join her with advertisers as she tried to talk up the exciting future
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`ahead with Defendants because of their partnership with Lemon. In addition to announcing
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`the new partnership between Defendants and Lemon in a publicly made post on X,
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`Defendants announced two other partnerships with former U.S. congresswoman, Tulsi
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`Gabbard, and sports commentator, Jim Rome.
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`31. Moreover, in announcing X’s “new content partnership” with Lemon, X stated
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`that “The Don Lemon Show” will share his “unique and honest voice in 30-minute
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`episodes, three times a week, covering politics, culture, sports and entertainment.”
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`-12-
`PLAINTIFF’S COMPLAINT FOR DAMAGES
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`

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`Case 3:24-cv-06487-MMC Document 1-2 Filed 09/16/24 Page 18 of 30
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`32. Following this statement, Lemon made X’s top trending topics in the United
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`States and, as stated by Weitz, was “by far the largest [announcement that X] got!”
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`33.
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`In addition, Lemon’s well-known reputation, likeness, identity, and good name
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`was used by Defendants for their commercial benefit as Musk and Yaccarino welcomed
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`Lemon to the X platform in publicly made posts on X.
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`34. Later that night, Defendants touted Lemon as their “partner” that would bring a
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`diverse perspective and powerful voice to the X platform during an exclusive dinner with
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`major advertising brands that were invited including: Brand Innovators, Lenovo, Magic
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`Leap, MediaLink, MNTN, Movers and