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`KASOWITZ BENSON TORRES LLP
`JOHN V. BERLINSKI (SBN 208537)
`jberlinski@kasowitz.com
`DANIEL A. SAUNDERS (SBN 161051)
`dsaunders@kasowitz.com
`KIMBERLY A. MEYER (SBN 307655)
`kmeyer@kasowitz.com
`2029 Century Park East, Suite 2000
`Los Angeles, CA 90067
`Telephone: (424) 288-7900
`Facsimile: (424) 288-7901
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`Attorneys for Plaintiff
`PERIWINKLE ENTERTAINMENT, INC.,
`F/S/O SCARLETT JOHANSSON
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`SUPERIOR COURT FOR THE STATE OF CALIFORNIA
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`COUNTY OF LOS ANGELES
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`PERIWINKLE ENTERTAINMENT, INC.,
`F/S/O SCARLETT JOHANSSON, a
`California corporation,
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`CASE NO. ______________
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`COMPLAINT FOR (1) INTENTIONAL
`INTERFERENCE WITH
`CONTRACTUAL RELATIONS; AND (2)
`INDUCING BREACH OF CONTRACT
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`DEMAND FOR JURY TRIAL
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`KASOW ITZ BE NSON
`TORRES LLP
`A T T O RN E YS AT LA W
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`Plaintiff,
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`v.
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`THE WALT DISNEY COMPANY, a
`Delaware corporation,
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`Defendant.
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`COMPLAINT
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`Electronically FILED by Superior Court of California, County of Los Angeles on 07/29/2021 09:59 AM Sherri R. Carter, Executive Officer/Clerk of Court, by D. Williams,Deputy Clerk
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`Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Robert Draper
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`21STCV27831
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`Plaintiff Periwinkle Entertainment, Inc. f/s/o Scarlett Johansson (“Ms. Johansson” or
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`“Plaintiff”) alleges against The Walt Disney Company (“Disney”) as follows:
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`I.
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`INTRODUCTION
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`1.
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`Over the past decade, Scarlett Johansson’s work has generated billions of dollars
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`for Marvel Studios, and, by extension, its parent company, Disney. In recognition of and reliance
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`on this impressive track record, Marvel1 and Ms. Johansson agreed that her compensation for
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`starring in the latest motion picture addition to the Marvel Cinematic Universe (“MCU”), Black
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`Widow (the “Picture”), would be based largely on “box office” receipts generated by the Picture.
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`To maximize these receipts, and thereby protect her financial interests, Ms. Johansson extracted a
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`promise from Marvel that the release of the Picture would be a “theatrical release.” As Ms.
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`Johansson, Disney, Marvel, and most everyone else in Hollywood knows, a “theatrical release” is
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`a release that is exclusive to movie theatres. Disney was well aware of this promise, but
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`nonetheless directed Marvel to violate its pledge and instead release the Picture on the Disney+
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`streaming service the very same day it was released in movie theatres.
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`2.
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`The reasons for this were twofold. First, Disney wanted to lure the Picture’s
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`audience away from movie theatres and towards its owned streaming service, where it could keep
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`the revenues for itself while simultaneously growing the Disney+ subscriber base, a proven way
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`to boost Disney’s stock price. Second, Disney wanted to substantially devalue Ms. Johansson’s
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`agreement and thereby enrich itself. In the months leading up to this lawsuit, Ms. Johansson gave
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`Disney and Marvel every opportunity to right their wrong and make good on Marvel’s promise.
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`Unlike numerous other movie studios, however – including Warner Brothers who, on information
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`and belief, settled with its talent on films such as Wonder Woman after it released those films
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`“day-and-date” to its streaming service HBO Max last year – Disney and Marvel largely ignored
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`Ms. Johansson, essentially forcing her to file this action.
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`3.
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`Ms. Johansson is one of Hollywood’s most well-known and talented actresses,
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`with decades of acting experience and a lengthy filmography of critically acclaimed and
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`1 The contracting entity named in Ms. Johansson’s Agreement is MVL East Coast Productions,
`LLC (“Marvel”).
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`- 2 -
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`COMPLAINT
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`financially successful performances. After making her feature film debut at just 10 years old, she
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`has appeared in both comedies and dramas, including numerous award-winning films such as
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`Lost in Translation, Vicky Cristina Barcelona, Marriage Story, and Jojo Rabbit.
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`4.
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`In 2010, Ms. Johansson proved that she could also perform in an action-packed
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`blockbuster when she appeared in Iron Man 2, a superhero film based upon characters and stories
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`from Marvel Comics. In that film, Ms. Johansson played “Natasha Romanoff,” better known by
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`her superhero name: “Black Widow.” For her work, she garnered significant acclaim, including a
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`Best Supporting Actress nomination from the Academy of Science Fiction, Fantasy & Horror
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`Films. She went on to reprise the role of Black Widow in six more films, helping to build what
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`would eventually become the MCU, one of the biggest and most lucrative film franchises ever
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`created.
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`5.
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`In 2019, Marvel Studios officially announced that Black Widow and Ms.
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`Johansson would have their own film. Prior to this announcement, representatives for Marvel and
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`Ms. Johansson had finalized a deal for her services in connection with the Picture. That deal is
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`set forth in an agreement dated as of May 9, 2017 and a series of amendments thereto
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`(collectively referred to herein as the “Agreement”). At issue in this lawsuit is the portion of this
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`Agreement that guaranteed her a share of “box office receipts,” meaning receipts from movie
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`theatre ticket sales. To protect her financial interests in these box office receipts, Ms. Johansson
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`obtained from Marvel a valuable contractual promise that the release of the Picture would be a
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`“wide theatrical release.” Both parties, as well as Disney, understood this meant that the Picture
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`would initially be released exclusively in movie theatres, and that it would remain exclusively in
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`movie theatres for a period of between approximately 90 and 120 days. This roughly 90-120 day
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`theatrical “window” was not only industry-standard at the time the Agreement was finalized but
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`also standard practice for prior Marvel movies distributed by Disney, including those starring Ms.
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`Johansson.
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`6.
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`In November 2019, approximately six months after the Agreement was entered
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`into, Disney launched Disney+, its wholly owned flagship subscription video-on-demand
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`(“SVOD”) service. Leading up to this launch, the SVOD market was crowded, with established
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`COMPLAINT
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`players such as Netflix, Amazon, and Hulu and newcomers such as HBO Now and Apple TV+ all
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`competing for subscribers. In order to convince consumers that Disney+ was worth the $7 (now
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`$8) monthly access fee—and to convince investors that the service would be profitable—Disney
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`announced that the offerings on Disney+ would include Disney’s entire library of films, a number
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`of library television series, original content, and—crucially—that Disney+ would eventually be
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`the go-to source to stream the MCU.
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`7.
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`In light of these announcements, Ms. Johansson’s representatives sought
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`assurances that Marvel would hold up its end of the bargain with respect to the theatrical release
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`of the Picture guaranteed in her contract. In response, Marvel’s Chief Counsel confirmed to Ms.
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`Johansson’s representatives in May 2019:
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`TORRES LLP
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`We totally understand that Scarlett’s willingness to do the film and
`her whole deal is based on the premise that the film would be
`widely theatrically released like our other pictures. We understand
`that should the plan change, we would need to discuss this with you
`and come to an understanding as the deal is based on a series of
`(very large) box office bonuses.
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`(Emphases added.) Marvel thereby confirmed the parties’ understanding that (1) the box office
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`bonus component of Ms. Johansson’s Agreement represented the lion’s share of her expected
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`compensation, and (2) the wide theatrical release that Marvel had promised would be “like our
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`other pictures,” meaning the standard Marvel/MCU 90-120 days of theatrical exclusivity.
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`8.
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`In late March 2021, however, in direct violation of these promises and her
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`Agreement, Disney announced that the Picture would be simultaneously released in theatres and
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`on Disney+ Premier Access, a service available only to Disney+ subscribers that provides
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`unlimited on-demand access to select films for an additional $30-per-film fee beyond the monthly
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`subscription cost. On information and belief, this was the direct result of Disney directing Marvel
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`to ignore Ms. Johansson’s Agreement and/or overruling Marvel’s wishes to comply with it. In
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`the marketing campaign that followed, Disney frequently highlighted the Picture’s upcoming
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`availability on Disney+, usually side-by-side with Ms. Johansson’s image. Throughout this
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`process, Ms. Johansson, through her representatives, attempted to negotiate with Marvel to reach
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`the aforementioned alternative “understanding” that Marvel’s Chief Counsel had promised under
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`COMPLAINT
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`these circumstances. Ultimately, however, Marvel ignored this outreach, no resolution was
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`reached, and the Picture was simultaneously released in theatres and on Disney+ Premier Access
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`on July 9, 2021.
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`9.
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`To no one’s surprise, Disney’s breach of the Agreement successfully pulled
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`millions of fans away from the theatres and toward its Disney+ streaming service. According to
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`Disney’s own self-congratulatory press releases, the Picture grossed more than $60 million on
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`Disney+ Premier Access in its first weekend alone.
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`10.
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`As numerous publications noted, this strategy dramatically decreased box office
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`revenue for the Picture. According to an article from one well-known Hollywood trade journal
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`published three days after the Picture was released: “Veteran distribution executives say it’s clear
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`that the availability of the movie on Disney+ cannibalized box office, noting that an entire
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`household might have gone to see the movie in the theatre but could instead pay just $30 to watch
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`it together at home.” Another article from a different, but equally well-known and established,
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`industry publication declared: “There’s no question that the Disney+ Premier availability of
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`Black Widow ate into its domestic opening weekend box office.” Notably, however, Disney’s
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`stock price jumped 4% in the days following the Picture’s release.
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`Of course, this was Disney’s plan all along. Disney knew that a “day-and-date”
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`release on Disney+ would drive up the total number of Disney+ subscribers—a key metric
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`impacting Disney’s stock price—both by luring new subscribers to Disney+ and by giving
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`existing ones reasons to keep paying their monthly fees, thus reducing subscriber “churn.”
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`Disney also knew that having such a well-known film as the Picture debut on Disney+ would help
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`it justify future price increases to the Disney+ monthly subscription fees. Moreover, Disney
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`knew that its ability to deliver blockbuster content like Black Widow to its subscribers would
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`perpetuate the view of many investors—as reflected in Disney’s share price—that Disney+ is the
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`only streaming platform that has a chance to one day compete with rival streaming giant Netflix,
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`providing another way to bolster Disney’s market valuation. In short, Disney chose to placate
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`Wall Street investors and pad its bottom line, rather than allow its subsidiary Marvel to comply
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`KASOWITZ BENSON
`TORRES LLP
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`with the Agreement.
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`COMPLAINT
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`12.
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`The icing on the cake for Disney was that, with the bulk of Ms. Johansson’s
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`compensation being tied to box office receipts, Disney knew that the cannibalization of such
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`receipts by Disney+ would save Marvel (and by extension, Disney) “very large” amounts of
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`money that it would otherwise owe Ms. Johansson. On information and belief, Disney
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`intentionally induced Marvel’s breach of the Agreement, without justification, in order to prevent
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`Ms. Johansson from realizing the full benefit of her bargain with Marvel.
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`13.
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`Disney’s financial disclosures make clear that the very Disney executives who
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`orchestrated this strategy will personally benefit from their and Disney’s misconduct. In fiscal
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`year 2021, Disney’s Chief Executive Officer, Robert Chapek, was awarded equity grants totaling
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`3.8 times his $2.5 million base salary. The primary justification for that award, according to
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`Disney’s compensation committee (as detailed in the company’s 2021 Annual Report), was that
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`Mr. Chapek “worked to quickly program new offerings on our DTC [direct-to-consumer] and
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`linear channels” and “launched our direct-to-consumer services in several key markets.” Robert
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`Iger, Mr. Chapek’s predecessor, also received the overwhelming majority of his compensation—
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`just over $16.5 million—in the form of stock grants. The reason for his mammoth award
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`(according to the same Annual Report) was that he “[s]uccessfully launched Disney+ and drove
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`unprecedented subscriber growth in the first year.” In short, the message to—and from—
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`Disney’s top management was clear: increase Disney+ subscribers, never mind your contractual
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`promises, and you will be rewarded.
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`II.
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`JURISDICTION AND VENUE
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`14.
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`The Court has personal jurisdiction over Disney pursuant to California Code of
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`Civil Procedure § 410.10 because Disney is domiciled in and doing business in the State of
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`California. The amount in controversy exceeds the jurisdictional minimum of this Court.
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`Venue is proper in this County pursuant to California Code of Civil Procedure §§
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`395(a) and 395.5 because Disney has its principal place of business in the County of Los Angeles.
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`III.
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`PARTIES
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`16.
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`Plaintiff Periwinkle Entertainment, Inc., f/s/o Scarlett Johansson is a corporation
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`organized under the laws of the State of California, with its principal place of business located in
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`COMPLAINT
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`the county of Los Angeles. At all relevant times, Plaintiff was and is the “loan-out” company
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`through which Scarlett Johansson provided her acting services in connection with the Picture.
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`Defendant The Walt Disney Company, on information and belief, is, and at all
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`relevant times was, a corporation organized under the laws of the State of Delaware doing
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`business throughout the United States, including at its offices in the State of California, County of
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`Los Angeles.
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`IV.
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`FACTUAL BACKGROUND
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`A. Ms. Johansson is Cast in the Role of Natasha Romanoff/Black Widow
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`18. Ms. Johansson is an esteemed and versatile actress with over 25 years of
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`Hollywood acting experience. Her credits include lead roles in critically-acclaimed films such as
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`Lost in Translation, Match Point, The Prestige, The Other Boleyn Girl, Vicky Cristina Barcelona,
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`Her, Don Jon, Chef, Hail, Caesar!, The Jungle Book, Isle of Dogs, Marriage Story, and Jojo
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`Rabbit. She is a two-time Academy Award nominee, a five-time Golden Globe nominee, winner
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`of a BAFTA award, and winner of the 2010 Tony Award for Best Featured Actress in a Play. She
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`will be honored later this fall as the 35th recipient of the American Cinematheque Award.
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`In 2010, Ms. Johansson made her debut in the MCU in Iron Man 2, and she would
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`go on to star in six additional MCU films between 2012 and 2019. The MCU began as a
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`connected series of films about individual superheroes who would come together to form the
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`Avengers superhero team, which initially consisted of Marvel superheroes Iron Man, the
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`Incredible Hulk, Thor, Captain America, Hawkeye, and Black Widow, played by Ms. Johansson.
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`Over time, the MCU grew in scope, introducing other superheroes and teams from Marvel
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`Comics and culminating in two crossover films, Avengers: Infinity War and Avengers: Endgame,
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`which brought all of these characters together.
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`Black Widow, also known as Natasha Romanoff or Romanova, is an elite spy and
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`assassin. She is a notable member of the Avengers, not only for being the only woman in the
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`initial lineup, but also because she does not have superhuman abilities. Whereas, for example,
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`Captain America obtained extraordinary strength and athleticism from an experimental
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`KASOW ITZ BE NSON
`TORRES LLP
`A T T O RN E YS AT LA W
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`“supersoldier” serum, and Thor is the god of thunder who fights with a hammer forged by
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`COMPLAINT
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`dwarves in the heart of a dying star, Black Widow relies solely upon her wits and her
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`extraordinary skills, including expertise in hand-to-hand combat. Ms. Johansson accordingly
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`prepared for the role with months of strength training as well as extensive training in stunts, hand-
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`to-hand combat, and weapons combat.
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`B.
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`21.
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`The Agreement
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`The Agreement, dated May 9, 2017, sets forth the understanding between
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`Periwinkle Entertainment, Inc. (referred to therein as “Lender”) and Marvel (referred to therein as
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`“Producer”) concerning Ms. Johansson’s (referred to therein as “Artist”) services in connection
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`with the Picture. Paragraph 2, titled “ENGAGEMENT,” states:
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`Lender shall furnish Producer the services of Artist to perform the
`role of ‘Black Widow’ / ‘Natasha Romanova’ in the theatrical
`motion picture currently entitled ‘Black Widow’ (‘Picture’). For
`the avoidance of doubt, if Producer in its sole discretion determines
`to release the Picture, then such release shall be a wide theatrical
`release of the Picture (i.e., no less than 1,500 screens).
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`At the time the Agreement was entered, it was well understood by the parties and
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`Disney that a “theatrical release” referred to an exclusive release in theatres for an extended
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`period of time that was roughly 90-120 days. With the exception of certain less-valuable, direct-
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`to-video releases, it has long been custom and practice in the film industry for feature films to
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`have at least a 90-day exclusive theatrical release before they are released on home video.
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`Although some films have started to see shorter theatrical windows, Marvel Studios’ previous
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`films have generally had theatrical windows consistent with the industry standard, and sometimes
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`even longer. Specifically, Marvel Studios’ previous feature films had uninterrupted theatrical
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`windows between 82 and 159 days, with an average uninterrupted window of 117 days. Of the
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`seven Marvel Studios’ films in which Ms. Johansson starred prior to the Picture—for which Ms.
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`Johansson also received certain bonuses tied to box office receipts—none had a theatrical window
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`shorter than 96 days. And none included “day-and-date” releases on streaming platforms as
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`would come to pass with Black Widow; rather, in connection with those films, it took six to eight
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`months before Marvel Studios’ films would be available for streaming on an SVOD service like
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`Disney+.
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`23.
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`In further recognition of the importance of a traditional and exclusive theatrical
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`release, the Agreement also grants Ms. Johansson “the right to full and meaningful consultation in
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`good faith with [Marvel] as to the . . . initial release pattern of the Picture[.]”
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`These promises concerning the Picture’s release—including the language requiring
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`24.
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`a “wide theatrical release,” set forth on the very first page of the Agreement and in the same
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`paragraph that establishes Ms. Johansson’s role and services—were material and essential to the
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`Agreement. That is because in addition to certain fixed compensation, Ms. Johansson was to
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`receive was deferred compensation and bonuses directly tied to the amount of worldwide box
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`office (“WWBO”) receipts for the Picture. The greater the WWBO, the more Ms. Johansson
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`stands to earn. In other words, Ms. Johansson’s compensation for the Picture hinges upon
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`WWBO receipts—and, by extension, a traditional exclusive theatrical release, consistent with
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`Marvel’s past theatrical releases, that would allow her to realize the full value of her bargain.
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`C.
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`Disney Announces the Launch of Streaming Platform Disney+, Leading
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`Marvel to Further Clarify Its Promises to Ms. Johansson
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`25.
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`On August 8, 2017, Disney announced its plans to launch “a new Disney-branded
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`direct-to-consumer service in 2019.” This then-unnamed service would eventually become
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`Disney+, a SVOD platform that is wholly owned by Disney and features films and television
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`series from an array of Disney brands.
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`26.
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`By the time Disney+ launched on November 12, 2019, it was competing with a
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`number of other major subscription streaming platforms, including but not limited to Netflix,
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`Hulu, Amazon Prime Video, CBS All Access, HBO Now, and Apple TV+. With an initial
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`subscription fee of $7 per month, which was thereafter increased to $8 per month, Disney+
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`needed premium content to convince potential customers to dig into their wallets and shell out for
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`yet another premium SVOD service.
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`27.
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`At a shareholder meeting on March 7, 2019, Disney’s then-CEO Bob Iger
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`announced that Disney’s entire feature film library would be made available on Disney+. He also
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`COMPLAINT
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`signaled that Disney’s 2019 theatrical releases, beginning with MCU entry Captain Marvel,
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`would debut on Disney+ for streaming after their theatrical runs. Finally, Mr. Iger indicated that
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`Disney+ would have its own slate of original films and series.
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`28.
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`In light of these announcements, Ms. Johansson’s representatives reached out to
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`Marvel to confirm that the launch of Disney+ would not impact the exclusive, wide theatrical
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`release that Ms. Johansson had bargained for in the Agreement. Dave Galluzzi, Marvel’s Chief
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`Counsel, responded on March 20, 2019:
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`Further [to] our conversation today, it is 100% our plan to do a
`typical wide release of Black Widow. We have very high
`expectations for the film and are very excited to try to do for Black
`Widow what we’ve just done with Captain Marvel.
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`We totally understand that Scarlett’s willingness to do the film and
`her whole deal is based on the premise that the film would be
`widely theatrically released like our other pictures. We understand
`that should the plan change, we would need to discuss this with you
`and come to an understanding as the deal is based on a series of
`(very large) box office bonuses.
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`(Emphases added.) Mr. Galluzzi attached a fully executed copy of the Agreement to this email.
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`29.
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`Thus, Mr. Galluzzi, on Marvel’s behalf, communicated his understanding that Ms.
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`Johansson’s WWBO bonus was her primary consideration under the Agreement, that the Picture
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`would be “widely theatrically released,” and that this release would be “like our other pictures,”
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`meaning exclusively to theatres for between 82 and 159 days, with an average uninterrupted
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`window of 117 days. Moreover, Mr. Galluzzi acknowledged on behalf of Marvel that any change
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`in that planned theatrical release would materially and adversely impact the value of the
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`Agreement to Ms. Johansson and thus the deal would need to be renegotiated to account for the
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`reduction in her promised backend compensation.
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`D.
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`In Blatant Breach of Marvel’s Promises to Ms. Johansson, Disney Gives the
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`Picture a Day-and-Date Release on Disney+
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`30.
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`The Picture was initially scheduled to be released on May 1, 2020. However, its
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`release was delayed several times during the COVID-19 pandemic. As of September 2020, the
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`Picture was scheduled to be released exclusively in theatres on May 7, 2021.
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`- 10 -
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`COMPLAINT
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`31.
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`By early 2021, industry commentators began speculating about the possibility that
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`the Picture’s release might be delayed again, or, in the alternative, that it might be released
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`simultaneously in theatres and on Disney+ for a premium price.
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`32. When asked by an industry publication in January 2021 if the Picture would “stick
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`to a theatrical release or go to Disney+,” Marvel’s President, Kevin Feige, was noncommittal.
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`But he admitted that parent company Disney—not Marvel—was calling the shots when it came to
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`Marvel Studios’ content on Disney+ and in the theatres, and that the intent was for the MCU’s
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`“storytelling” to continue to unfold both in theatres and on Disney’s flagship streaming platform,
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`stating:
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`All I can tell you is that for the past three years since Bob Iger
`brought me into his office and talked about a streaming platform
`that would become Disney+ and asked us to start working on
`programs for it. [sic] Our long lead plan was to have the MCU and
`the storytelling woven between weekly episodic big swings on
`Disney+ and into the feature big swings in theaters.
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`33.
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`Speaking about the Picture on a February 11, 2021 earnings call, Mr. Iger’s
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`successor, Bob Chapek, stated that “We are still intending it to be a theatrical release,” but
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`declined to clarify if it would be released on May 7 as scheduled or delayed again. In a February
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`12 article, Variety reported that Marvel’s Mr. Feige “was opposed to a hybrid rollout,” but that
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`“the powers that be” from Disney could still “convince Feige to change his mind—or overrule
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`him completely.”
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`34.
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`On March 17, 2021, Disney’s Mr. Chapek cleared up any remaining doubt that it
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`was Disney, not Marvel, calling the shots, telling Bloomberg Television that “We’ll make the call
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`probably at the last minute in terms of how these films come to market, whether it’s Black Widow
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`or any other title. . . . We’ll be watching the call carefully and make the call when we have to.”
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`Days later, on March 23, 2021, Disney announced that, instead of having a traditional exclusive
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`theatrical release to maximize WWBO receipts, the Picture would get a “day-and-date” release on
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`July 9, 2021 and be released simultaneously both in theatres and on Disney+ Premier Access.
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`35.
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`As previously stated, Disney+ Premier Access is available only to customers who
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`pay for a Disney+ subscription. Those customers can then pay an additional $30 fee to unlock
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`- 11 -
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`COMPLAINT
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`access to a new release that they could otherwise only see in theatres. Unlike traditional premium
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`video-on-demand releases, which typically give the viewer a 48-hour window to watch the
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`content they have purchased, once a Disney+ Premier Access film is unlocked, the customer can
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`watch it as many times as she wants for no additional fee as long as she remains a subscriber.
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`36.
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`On May 24, 2021, Disney’s Mr. Chapek openly admitted that the theatrical market
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`was “still fairly weak” from the pandemic and predicted that “the marketplace will recover more
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`fully and that type of exclusive [theatrical] distribution will make more sense” by the time other
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`Disney movies, such as Free Guy and Shang-Chi, are released in August and September. He
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`offered no explanation for why Black Widow—a guaranteed box office smash in a pre-pandemic
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`world—was still scheduled for an early July release.
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`E. Marvel’s Breach is the Direct Result of Disney’s Tortious Interference
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`37. Why would Disney forgo hundreds of millions of dollars in box office receipts by
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`releasing the Picture in theatres at a time when it knew the theatrical market was “weak,” rather
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`than waiting a few months for that market to recover? On information and belief, the decision do
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`so was made at least in part because Disney saw the opportunity to promote its flagship
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`subscription streaming service using the Picture and Ms. Johansson, thereby attracting new
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`paying monthly subscribers, retaining existing ones, and establishing Disney+ as a must-have
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`service in an increasingly competitive marketplace. Ms. Johansson, and the express promises that
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`Marvel had made to her concerning WWBO bonuses and a “traditional” theatrical release “like
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`our other pictures,” were simply collateral damage. By interfering with the Agreement and
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`inducing Marvel to breach it, Disney not only increased the value of Disney+, but it also
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`intentionally saved Marvel (and thereby itself) what Marvel’s itself referred to as “very large box
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`office bonuses” that Marvel otherwise would have been obligated to pay Ms. Johansson.
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`38.
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`Disney unquestionably understood how it would benefit from inducing a breach of
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`the Agreement. When he announced the release of another Disney film, Mulan, on Disney+
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`Premier Access, Mr. Chapek noted that “under a premiere access offering, not only does it get us
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`revenue from our original transaction of [Premium Video on Demand], but it’s a fairly large
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`KASOWITZ BENSON
`TORRES LLP
`A TTORN E YS AT L A W
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`stimulus to sign up for Disney+.”
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`- 12 -
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`COMPLAINT
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`39. Moreover, Disney knew that the availability of the Picture on Disney+ would
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`dissuade a number of would-be moviegoers, including many would-be repeat moviegoers, from
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`paying to see the Picture in theatres. When Disney first announced its plan to release the Picture
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`on Premier Access, no less than the New York Times described it as “a move that will likely hurt
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`cinemas (lower ticket and concession sales) while helping Disney (higher streaming revenue).”
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`Similarly, one Hollywood trade journal opined on January 11, 2021 that “it’s insurmountably
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`more challenging for a film the size and scale of ‘Black Widow’ to become profitable without a
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`traditional theatrical window.” On June 10, 2021, one month before the release of the Picture,
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`another prominent Hollywood trade journal reported that with respect to Disney’s day-and-date
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`strategy, “[t]he whole game now is to bring subscribers into the Disney+ ecosystem and keep
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`them there,” and that this “has been damaging for talent” who are compensated by sharing in the
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`box office receipts from a film. Just as these news outlets predicted and Ms. Johansson feared,
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`the Picture’s box office receipts for its opening weekend were significantly below the opening-
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`weekend performance of Marvel’s previous films and have “suffered [a] steeper-than-normal
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`decline[]” since then. In short, Disney’s strategy to lure viewers away from the theatres and
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`toward Disney+ worked.
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`40.
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`There can be no doubt that Disney’s conduct was knowing and intentional.
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`Indeed, as recently as March 1