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One of the ongoing cases is about the ownership of The Michael Jackson Company. Quadree El-Amin, Broderick Morris, Aldean King and Raymone Bain combined claims ownership on 15% of the Michael Jackson Company. A non-jury trial to determine the ownership of Michael Jackson Company is ongoing on LA Superior Court probate section. This post is going to cover the court documents as well as the media reports of the ongoing trial.

First a timeline of events:

May 26, 2006: MJ arrived in Tokyo, Japan. He participated in some promotional events and meetings with company owners.

May 30, 2006: MJ entered into an operating agreement with Bain for a new company “The Michael Jackson Company”. Bain would serve as president and COO of the company. This document did not list any ownership structure for the Michael Jackson Company. Document states Bain was to get 10% finder’s fee for the business deals happened due to her efforts. Document stated that the investors and Board of Directors were to meet between June 16-30.

June 1, 2006: According to El-Amin, Morris, King and Bain’s claims MJ met with them, told them he was unable to compensate them for their services and gave them ownership interest in the Michael Jackson Company and a seat as board of the directors. According to the signed meeting minutes document El-Amin, Morris and King was supposed to get 1.6% share, Bain and Katherine Jackson was to get 10%.

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June 2, 2006: MJ left Tokyo, Japan and went to France and then to Ireland.

June 13, 2006: Bain incorporated the Michael Jackson Company at Delaware.

February 2007: The Michael Jackson Company was converted to a limited liability company.

Fall 2008: Bain and the other members started to have difficulty in reaching to MJ. (Ivy’s note: By this time Bain was fired and replaced by Tohme).

June 25, 2009: At the time of MJ’s death, The Michael Jackson Company was a single member Delaware limited liability company whose sole member was MJ.

February 28, 2010: King files her creditor claim for $180,000. She states this is for her consultant services to the Michael Jackson Company. She attaches a letter of appointment signed by Bain. King doesn’t claim ownership at Michael Jackson Company and doesn’t include the 2006 signed meeting minutes.

March 22, 2010: Bain files her creditor claim for $44 Million for 10% from TII deal, T25 deal, Sobe Commercial deal and refinancing of Sony/ATV loan. She attaches the 2006 operating agreement to her creditor claim. Bain files a second creditor claim for $360,000 for her unpaid salaries as general manager. Her creditor claim doesn’t mention ownership at Michael Jackson Company and it doesn’t include the 2006 signed meeting minutes.

May 7, 2010: Bain loses her initial $44 Million lawsuit due to the payment and release document she signed back in 2007/2008 saying MJ didn’t owe her anything. All throughout her initial lawsuit, Bain did not assert she or anyone else owned part of the company. She also did not include the 2006 meeting minutes at her initial lawsuit.

October 2010: In an attempt to vacate the May, 2010 order in her individual lawsuit asking 10% from all deals ($44 Million), Bain submitted an affidavit. In her affidavit Bain acknowledged that the Michael Jackson Company was owned by MJ. This is also the first time Bain ever mentioned/produced a letter from MJ saying he didn’t fire her. Court rejected Bain’s attempts to vacate the order on her initial lawsuit. As Bain never mentioned the existence of such “I did not fire you” letter and then suddenly found it after she lost her case, Estate and the Court was skeptical about the letter.

December 20, 2012: El-Amin sends and inspection demand to MJ Estate to inspect the books and records of Michael Jackson Company. The letter mentions there might be others claiming ownership as well. (Link to the inspection demand letter)

January 28, 2013: MJ Estate files an 850 motion at probate court, asking the court to determine the ownership of the Michael Jackson Company.

May 7, 2013: El-Amin now joined by Morris files a civil lawsuit for breach of contract and damages. 

July 2013 and on : Disagreements start between the parties about whether Estate’s 850 motion at probate court or El-Amin et al.’s civil case at civil court should be heard. Later on El-Amin et al. challenges Beckloff as a judge. After several motions and hearings, the court determined that MJ Estate’s 850 determine ownership probate motion takes precedent and they assign a different probate judge to hear the 850 motion.

January 8, 2014: Bain and King joins El-Amin and Morris’s case claiming ownership on Michael Jackson Company. (Link to the first amended civil complaint)

Now to the developments:

As most of the case are handled under probate case and probate documents aren’t available on the online document system, I have limited access (only to the documents filed under the civil case). Simply put El-Amin, Morris, King and Bain is asking combined 15% the Michael Jackson Company. The significance of this claim is that Michael Jackson Company was used in TII deals (both the concert and the movie). Given that TII movie grossed over $250 Million, 15% could be a significant sum to pay if El-Amin, Morris, King and Bain wins.

In their initial demurrer document Estate questioned both the timing of these claims as well the credibility of the claims. (Link to Estate's demurrer) Estate argued that El-Amin and Morris should have filed creditor claims within one year of MJ’s death. Estate also argued that given that company incorporation documents only listed MJ as the sole member, El-Amin, Morris, King and Bain were never treated as members of Michael Jackson Company or received any stock or membership certificate when MJ was alive. Even though MJ might have orally promised them shares at the new company, there is no evidence that MJ performed under the oral agreement. If that’s the case, MJ would be the one who breached the agreement – not MJ Estate- and time limitation would start from 2006. (Ivy's note: Please note that Bain handled the incorporation of the company, not MJ). 

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Estate also bluntly questioned the credibility of the ownership claims. As I mentioned before there are several reasons for this. Estate first heard about the ownership claims in December 2012. Both Bain and King filed creditor claims with no claim of ownership on Michael Jackson Company. Bain in her initial $44 Million lawsuit (initially filed when MJ was alive) did not make any ownership claims either. The $44 Million lawsuit also had an instance of a sudden mention and discovery of a letter after Bain lost that lawsuit. Judge at that case had questioned why Bain had never mentioned the existence of such letter even if she couldn’t find it. So added all that it becomes quite curious why this ownership claims weren’t brought up until 2012-2014? Both TII concert and movie and revenues from TII were widely reported in the media.

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Finally some updates about the non-jury trial:

Since December 28, 2015 probate Judge Stratton has been hearing the MJ Estate’s 850 Determine Ownership of The Michael Jackson Company motion. City News has been reporting about the trial hearings. Below is a brief summary.

In his testimony El-Amin said MJ made the deal with them (meeting minutes document) at 3 AM. Morris testified that Bain wrote the agreement (meeting minutes document) on a typewriter and MJ signed it. The purpose of the agreement was to arrange a career comeback for MJ. MJ’s main interest seems to be in movies, animation and 3D especially. When MJ Estate lawyer asked if this deal between them and MJ resulted in any successful deals for MJ, El-Amin struggled to provide any details. Bain testified that no deals occurred despite the lengthy meetings. Morris testified that he believed he is entitled to payment even though he was not involved in a project initiated through Michael Jackson Company. Morris said he never received any stock from Michael Jackson Company and it wasn’t his fault that deals failed to come to fruition. Lawyers Cooke and Cross who were involved in the incorporation of the Michael Jackson Company gave conflicting testimonies. Cooke testified that Bain told him that she, MJ and “maybe some others” would have ownership shares in the company. However Cross testified that neither Bain nor King every mentioned they or anyone else has a share at Michael Jackson Company. Cross also testified that he never saw the signed meeting minutes document. Cross testified that Bain knew MJ was the sole owner of the company and Bain is lying/ fabricating her current claim of owning part of the company.

Hearings are ongoing. I’ll update this post with new developments regularly.

Tidbits: Although most of the probate documents aren’t available online for easy access, case summary for the probate case shows some interesting findings as well. It looks like parties disagreed about the payment and release form Bain signed. The payment and release (Bain was paid over $400,000 and signed a document that stated MJ didn’t owe her anything) was the reason she lost her previous $44 Million case. Also case summary shows that Randy Jackson filed a declaration about standing and validity of MJ’s will. For quite some time El-Amin, Morris, King and Bain have been trying to get rid of Estate’s 850 Ownership motion and try their chances at a civil trial. I’m assuming questioning the will is another attempt in trying to get rid of Estate’s 850 motion. As a side note I want to remind that this is not the first time opposing party have tried to bring up the validity of the will to dismiss the case brought to them against MJ Estate – both HTWF and Mann have tried it. My understanding is that they believe challenging the Executors will also challenge the cases/claims they bring as Executors. However the only party that can challenge the will are the beneficiaries (Katherine and MJ’s kids only) so such attempts to question the will/executors by the third parties don’t get much far.

Links to the documents:

El-Amin Inspection demand letter: https://www.scribd.com/doc/294661444/El-Amin-Inspection-Demand

El-Amin, Morris, King, Bain first amended complaint: https://www.scribd.com/doc/294481766/MJCompany-El-Amin-et-al-Complaint

MJ Estate demurrer : https://www.scribd.com/doc/294661443/El-Amin-Case-Estate-Demurrer