FILED

11/30/2020 12:03 PM
IRIS Y. MARTINEZ
CIRCUIT CLERK
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COOK COUNTY, IL
COUNTY DEPARTMENT, LAW DIVISION 2020L012697
FILED DATE: 11/30/2020 12:03 PM 2020L012697

PAT THE MANAGER, LLC, an Illinois )

limited liability company, )
)
Plaintiff, ) The Hon.
)
v. ) Case No. 2020-L- 2020L012697
)
CHANCE THE RAPPER, LLC, an Illinois ) Calendar No.
limited liability company; COOL POP MERCH, )
LLC, an Illinois limited liability company; and )
CTR TOURING, INC., an Illinois corporation, )
)
Defendants. )

COMPLAINT

Plaintiff Pat the Manager LLC, through his undersigned counsel, for his complaint against

Defendants Chance the Rapper LLC, Cool Pop Merch, LLC and CTR Touring, Inc. states as

follows:

NATURE OF THE CONTROVERSY

1. The iconic pair of Pat Corcoran (“Corcoran”) and Chancelor Bennett (“Bennett”),

an artist-manager combo for over eight years, together reimagined and forever changed musical

artists’ ability to control their careers. Electing to forego the operational and financial support of a

major label and choosing instead to rely on their own hard work and self-sacrifice, Corcoran and

Bennett upended traditional norms, broke barriers and redefined the music industry. The

combination of Bennett’s indisputable musical talent and Corcoran’s revolutionary management

style led the duo to international and critical acclaim, including three Grammy awards in 2017.

Through Corcoran’s calculated decision making, including the money saved by foregoing a

traditional music label relationship, Corcoran was able to maximize profits from multiple sources,

including, but not limited to, sales and streaming revenue from master recordings, marketing
 opportunities, endorsements and branding deals, the sale of merchandise, and touring and other

public appearances, which helped Bennett accomplish significant financial gain and international
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fame. Throughout this time, Bennett and Corcoran operated under a management agreement,

where Corcoran earned a percentage of the net profits of the various operating entities established

by Corcoran and Bennett relative to the CTR business. Following fan disappointment in Bennett’s

most recent album and underwhelming fan support for its associated tour, Bennett replaced

Corcoran with Ken and Taylor Bennett, his father and brother, and has now refused to honor the

terms of his agreement with Corcoran. As a consequence, PTM brings this action for all amounts

due and owing and seeks all available remedies in law and in equity, including but not limited to

compensatory damages and exemplary damages for breach of their agreement, related violations

of the Illinois Sales Representative Act, and for its attorneys’ fees and costs incurred in bringing

this action.

JURSIDICTION AND VENUE

2. Jurisdiction is proper pursuant to 735 ILCS 5/2-209(a)(1), (3) and (7) because

Defendants transact business in the State of Illinois, own and use property in the State and entered

into a contract or promise substantially connected with the State.

3. Venue is proper in Cook County pursuant to 735 ILCS 5/2-101. Specifically, Cook

County is the county in which the transaction or some part thereof occurred out of which this cause

of action arose.

PARTIES

4. Plaintiff Pat the Manager LLC (“PTM”) is an Illinois limited liability company with

its principal place of business in Cook County, Illinois. Corcoran is the sole member of PTM and

currently resides in and is a citizen of the State of Illinois.

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 5. Defendant Chance the Rapper LLC (“CTR”) is an Illinois limited liability company

with its principal place of business in Los Angeles, California. Upon information and belief,
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Bennett is the sole member of CTR and currently resides in and is a citizen of the State of Illinois.

6. Defendant Cool Pop Merch, LLC (“Cool Pop Merch”) is an Illinois limited liability

company with its principal place of business in Los Angeles, California. Upon information and

belief, Bennett is the sole member of Cool Pop Merch, LLC and currently resides in and is a citizen

of the State of Illinois.

7. Defendant CTR Touring, Inc. (“CTR Touring”) is an Illinois domestic corporation

with its principal place of business in Los Angeles, California.

FACTS COMMON TO ALL COUNTS

The Origin of the PTM-CTR Relationship and Their Commission Agreement

8. In May 2012, Corcoran and Bennett agreed that through Corcoran’s dedication to

the management of Bennett’s musical talent, the two could profit from the music industry

independently, without pressure from a record label. They realized Bennett’s potential and set out

to transform Bennett’s music into a global brand—ultimately achieved through Corcoran’s

carefully crafted strategies and overall management of Bennett’s career and image. The artist-

manager relationship they forged over the next several years allowed them to realize their goals,

achieve unprecedented success and revolutionize the music industry in the process.

9. At the outset, Corcoran’s charge was to help Bennett achieve a higher profile and

greater recognition beyond the pockets of fans he had developed in Chicago. Corcoran and Bennett

agreed, broadly speaking, that Corcoran would represent Bennett and, among other things, provide

Bennett with advice and counsel regarding: (a) venue selection for live performances; (b) publicity

and public relations; (c) strategic considerations in the entertainment and publishing industries;

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 (d) the design, production, marketing, distribution and release of music and merchandise and any

additional creative endeavors related to the CTR brand; (e) negotiating deals; (f) managing finance
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and accounting; (g) business administration; (h) team oversight and management; (i) coordinating

collaborations with other artists; (j) coordinating productions and music videos; (l) press strategy;

(m) securing support from streaming platforms, social media sites and radio; (n) advertising

strategy, including but not limited to: billboard campaigns, wheatpaste campaigns and social media

campaigns; (o) operating and maintaining the brand’s web presence and website, including ticket

and merchandise purchases made thereon; and (p) general team logistics.

10. In exchange for Corcoran’s services, in early 2013 Bennett promised to pay fifteen

percent (15%) of the net profits that Bennett, and later CTR, received from all sources related to

Bennett’s music, including, but not limited to: (a) merchandise, (b) tours and concerts, (c) mixtape

and album sales and streams (both electronic and hard-copy), (d) branding deals and endorsements

and (e) film and television ventures and opportunities and (f) all other income channels related to

the CTR entertainment brand.

11. Corcoran, and later PTM, acted and relied on Bennett’s and CTR’s promises. In

fact, to completely immerse himself in the music industry, Corcoran withdrew from college,

choosing to bet his future on his and Bennett’s collective potential. Over the next several years,

Corcoran invested untold time and resources learning the business. Through years of dedication,

hard work and trial and error, Corcoran developed specialized knowledge and unique know-how

in the music industry and talent management space.

12. To provide a legal structure for their relationship, Corcoran formed PTM, which he

built into Chicago’s premier talent management company. He also formed CTR, the entity through

which Bennett would operate his business. As the brand’s popularity progressed, Corcoran and

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 Bennett worked with the team’s business manager to form Cool Pop Merch, LLC and CTR

Touring, Inc. to manage the finances for merchandise sales and touring respectively.
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13. From at least December 2013 to April 2020, PTM and CTR operated under the

terms of their agreement, with CTR (and later Cool Pop Merch and CTR Touring) consistently

remitting to PTM 15% of the net profits from all income sources as described above. CTR

originally offered PTM 10% of its gross revenue, but PTM, wanting to ensure Bennett’s financial

success and avoid stunting his career trajectory, instead proposed and agreed to accept 15% of net

profits after expenses.

14. As Bennett’s career grew and other CTR entities were formed, PTM was paid by

the associated entity for each vertical (i.e., merchandise, press, management, booking, touring and

branding and endorsements), with Cool Pop Merch remitting to PTM payment of commissions

from merchandise sales and CTR Touring remitting payment to PTM of commissions from all

revenues generated from ticket sales and tours. Moreover, during Corcoran’s tenure as Bennett’s

manager, Corcoran incurred over $2.5 million of unreimbursed expenses supporting and

promoting Bennett’s career.

Chance the Rapper: From Local Talent to Nationwide Fame

15. Prior to forming their manager-artist relationship, Bennett had begun to establish

himself by playing local shows in Chicago. Under different management at the time, Bennett had

never headlined a show. Upon forming their relationship, Corcoran recommended that to establish

his own brand, Bennett headline his own shows, first at Lincoln Hall (capacity over 500) and then

the Metro (capacity over 1,000).

16. It was Corcoran’s ability to define and execute strategy, combined with Bennett’s

artistic talent, that allowed Bennett to headline a show. Capitalizing on the popularity of Bennett’s

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 self-released mixtape, 10 Day, released on April 3, 2012, Corcoran formed, operated, and with his

own resources funded Bennett’s merchandise operation, organized tour locations and dates and
FILED DATE: 11/30/2020 12:03 PM 2020L012697

began designing a long-term strategy for Bennett’s business and brand.

17. In June 2012, due to Corcoran’s relentless marketing, Bennett sold out his first ever

headlining show at Lincoln Hall. Shortly following the Lincoln Hall show and similar success at

other venues recommended by Corcoran, Corcoran and Bennett began fielding interest from major

music labels in New York and Los Angeles. Bennett and his father, Ken, were highly receptive to

the overtures of Silvia Rhone of Epic Records/Vested in Culture. However, Corcoran presciently

advised Bennett and his father to refrain from signing with Rhone or any other major label and to

continue to build Bennett’s brand and reputation independently. The Bennetts followed Corcoran’s

advice.

18. In the summer of 2012, Bennett committed to releasing another mixtape in the

spring of 2013 as a free digital download. Acid Rap, Bennett’s second mixtape, debuted at number

63 on Billboard’s Top R&B/Hip Hop Albums and was later certified “diamond” for achieving

over 10,000,000 downloads on [Link], a popular hip-hop website. It achieved similar results

on other music-hosting sites including SoundCloud and Audiomack. In fact, Acid Rap was so

ubiquitously popular that a bootleg label company based in Texas was able to sell thousands of

pirated hard copies on [Link]; these illicit sales alone pushed the mixtape into the Billboard

listings mentioned above.

19. As a result of the popularity of Acid Rap, Corcoran, coordinating with agent Cara

Lewis, was able to schedule Bennett as the opening act for several well-known artists such as

Eminem and Mac Miller. Touring with these and other high-profile acts, Bennett continued to

achieve considerable popularity and fame while remaining wholly independent.

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 20. In the wake of Bennett’s steadily rising profile, several record labels again

approached Bennett to express their interest in signing him and promoting his music. Although
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Corcoran and Bennett took meetings with several major labels, Corcoran continued to counsel

against jumping at these opportunities and urged Bennett to retain his independence, which would

allow him maximum flexibility and autonomy.

21. Following that guidance, Corcoran and Bennett began building the CTR brand with

their own proprietary teams that would handle all of the relevant verticals for a talent of Bennett’s

stature: merchandise, press, management, booking, touring, branding and endorsements. In fact,

from 2012 to 2020, Corcoran ran the entire CTR operation out of a three-flat building that housed

his office and apartment.

22. By following Corcoran’s advice, and unlike many other prominent artists, Bennett

retains ownership of his master recordings and complete creative control over his music and brand.

And while Corcoran would provide guidance, the final artistic decisions were always made by

Bennett.

23. Among other significant facets of the CTR business, Corcoran built the CTR

merchandise operation from scratch. Corcoran sourced the products and vendors, acquired the

[Link] website and financed the inventory. Running the merchandise business may sound

easy—selling t-shirts, posters and hats—but it was no small task. It required Corcoran and his

friends to haul physical merchandise around the world, from venue to venue, while simultaneously

managing an online, e-commerce business and shipping tens of thousands of pieces of merchandise

out of Corcoran’s apartment in Chicago. The sale of CTR merchandise was a source of

considerable revenue for Bennett as well as Corcoran, who was paid a 15% commission for selling

it.

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 24. Corcoran’s management and marketing expertise was exemplified in the New Era

ballcap, embroidered with a stylized number “3,” which became inseparably associated with
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Bennett and his third mixtape, Coloring Book. In a standard merchandising agreement, the artist

would simply receive a percentage of sales of the merchandise as a royalty. Corcoran instead

negotiated a deal with New Era in which Cool Pop Merch, LLC purchased the hats wholesale and

sold them exclusively on [Link]. This approach resulted in increased upfront risk for the

business, but also resulted in massive profits when demand for the hat skyrocketed. The Chance

“3” hat, quickly became and still remains one of New Era’s best-selling hats ever produced that is

not affiliated with a major league sports team.

25. After touring extensively to promote Acid Rap, Bennett went back to the drawing

board and spent several months writing Coloring Book. Coloring Book included collaborations

with well-known artists such as Kanye West, Justin Bieber and Young Thug, among others.

Coloring Book became a particularly complex undertaking for Corcoran, as it required him to

supervise the scheduling, recording, and mixing of the album and negotiate the clearing process

with teams of multiple A-list artists who put up considerable resistance.

26. Nonetheless, Coloring Book was released exclusively on the Apple Music platform

from May 13 to May 26, 2016 (and other streaming services thereafter). The agreement with Apple

represented not only Bennett and Corcoran’s vision for an independent artist to achieve significant

commercial success independently, but also signaled a paradigm shift in the music industry. In

exchange for the exclusive release and streaming of Coloring Book for a two-week period on

Apple Music, Corcoran and Bennett were able to secure the funds necessary to clear the album

while still maintaining complete creative rights and control over the project and without sharing

royalties with Apple.

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 27. Beyond the Apple deal, Corcoran undertook extensive efforts to promote the

mixtape, including but not limited to a radio campaign resulting in the hit song “No Problem”
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reaching #1 on the urban format in United States radio, multifaceted marketing and press

deployment, including a national wheatpaste postering campaign, a commercial broadcast during

the NBA Finals, landing several coveted covers of magazines such as billboard and Rolling Stone

(the latter of which Bennett turned down) and social media efforts. Corcoran performed similar

marketing efforts for the merchandise associated with the album.

28. Coloring Book peaked at number eight on the Billboard 200 and enjoyed

widespread acclaim, culminating in its winning the Grammy Award for Best Rap Album in 2017.

It was the first—and to date the only—streaming-only album to receive a Grammy.

The Fallout from the Release of The Big Day

29. Having enjoyed repeated success with the release of his first three mixtapes—10

Day, Acid Rap and Coloring Book—Bennett announced on February 11, 2019 (without consulting

with or giving advance notice to Corcoran) that he would release his first studio album in July of

that year. Given the significant amount of work, care and attention needed to produce an album,

Corcoran expressed serious concern with the projected release date Bennett had unilaterally

announced for the album. Corcoran knew that in view of the commitments Bennett had in early

2019—including his own wedding—it was likely there was not enough time for the creative

process that was involved in releasing an album, and Corcoran advised Bennett in that regard.

30. Corcoran opposed announcing the release of any album before the recording or

writing process even began, let alone was substantially completed. Compounding the issue,

Bennett’s recording efforts were compromised by unproductive and undisciplined studio sessions.

Procrastination and lackadaisical effort, perpetuated by various hangers-on uninterested in the hard

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 work of writing and recording, resulted in a freestyle-driven product of sub-par quality, a complete

deviation from the meticulous writing process that brought Bennett fame for his wordplay and wit.
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31. Bennett disregarded Corcoran’s advice before and during the project, resulting in

the forced release of a subpar product on July 26, 2019. While the album debuted at number two

on U.S. Billboard 200, it was panned by many influential critics and faded from the chart after just

19 weeks. The Big Day quickly became Bennett’s least popular project to date, delivering a blow

to the reputations of Bennett and Corcoran.

32. As with many album releases, Bennett and Corcoran initially anticipated touring in

support of the new music. In that regard, Corcoran organized a 30-city global tour estimated to

gross $25 to $35 million and began implementing advertising campaigns to build anticipation.

Despite Corcoran’s efforts to arrange and market the tour, the underlying album failed to generate

excitement comparable to prior releases. Based on low ticket sales and poor attendance projections,

Corcoran recommended that Bennett take down The Big Day tour and use the time to regroup and

refocus. Such a momentous recommendation was made only after Corcoran had assessed the

situation, analyzed the available data and consulted with other touring and brand management

professionals.

33. Although Bennett first postponed the tour just days before it was set to kick off in

September, several months later it was shelved altogether with Bennett promising his fans that he

would “come back much stronger and better in 2020.” The tour was never put back on track.

34. Shortly before The Big Day’s release, Corcoran and Bennett made new

merchandise available for preorder, which included an exclusive presale for vinyl copies of

Bennett’s three most popular and critically acclaimed mixtapes and vinyl and compact disc copies

of The Big Day—a plan that Corcoran and Bennett had discussed for months and was agreed upon

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 by both. This decision was based on Corcoran’s research into how other artists generated

significant revenue from similar pre-sale events and adherence to proven industry standards.
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However, interference with the plan by the Bennetts tarnished Bennett and Corcoran’s

merchandise operations as well.

35. This agreed-upon plan was suddenly halted at the last minute after Taylor Bennett

unilaterally decided that he disagreed with the sale and distribution strategy which had been in

place for months. This abrupt shift put a halt on the production of the goods and fulfillment of

orders, which could only be lifted through express authorization from Bennett.

36. Taylor Bennett’s meddling was but one example of Bennett’s relatives’ increasing

efforts to manage the direction of Bennett’s career. While Corcoran attempted to assess the fallout

and analyze how Bennett’s brand could recover from the disappointment surrounding The Big Day

album, Ken and Taylor Bennett began pushing Bennett’s career in a different direction under a

different philosophy, despite having little or no experience in the music industry.

37. Instead of acknowledging the numerous distractions and artistic compromises that

inevitably resulted from time wasted in the studio, all of which contributed to a lackluster album

evidenced by historically low-ticket sales, Bennett ultimately blamed Corcoran for the judgment

rendered by his fan base rather than accept that his own lack of dedication had doomed the project.

38. With Bennett misdirecting the blame for The Big Day’s poor performance, Ken and

Taylor Bennett, slowly eroded Bennett’s confidence in Corcoran. From a purely operational

standpoint, the Bennetts were inexperienced in the talent management space. Furthermore, they

were seemingly more concerned with monetizing every available promotional opportunity for

Bennett, rather than shoring up and stabilizing the CTR brand for future success—both musically

and financially. By contrast, Corcoran was encouraging Bennett to reduce public appearances and

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 refocus his efforts on songwriting, productive studio time, attention to the business and optimizing

CTR’s management and decision-making processes. In short, Corcoran and the Bennetts had
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widely divergent views on the strategic management and future direction of CTR.

39. Eventually, against Corcoran’s strong recommendation that Bennett step away

from the public and regroup, Ken and Taylor Bennett continued to press for, and ultimately

confirmed, Bennett’s appearance on television programs such as Ellen, Good Morning America

and The Late Show with Stephen Colbert, which only forced Bennett to publicly address his

album’s shortcomings, rather than generate excitement about a newly-released album, which is

what such appearances are calculated to do. These appearances served only to further exacerbate

the failure of The Big Day.

40. Despite several attempts at reconciliation, borne out of Corcoran’s desire to get

CTR back on a successful track and to rebuild the CTR brand, on April 27, 2020 CTR notified

PTM that CTR was “terminating [its] engagement of Pat Corcoran and all entities controlled by

Pat Corcoran, effective today.”

41. After months of contentious interactions with CTR in an effort to receive payment

for all commissions due and payable, PTM presented CTR with a list of commissions owed by

CTR, Cool Pop Merch and CTR Touring, including but not limited to:

• Commissions due and owing relative to the streaming and sales of

10 Day;

• Commissions due and owing relative to the streaming and sales of

Acid Rap;

• Commissions due and owing on all proceeds from Live Nation

Touring (including non-recourse advances);

• Commissions due and owing on all 10 Day and Acid Rap vinyl sales
and other merchandise;

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 • Commissions due and owing relative to the streaming and sales of
The Big Day;
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• Commissions due and owing relative to singles released during the

course of 2018;

• Commissions due and owing on all The Big Day vinyl sales and
other merchandise; and

• Commissions due and owing relative to Netflix: Rhythm + Flow

(Season 2)

42. Upon information and belief, the commissions owed by CTR, Cool Pop Merch and

CTR Touring to PTM in connection with the above are in excess of $3 million.

43. Ignoring PTM’s calculations, Bennett’s father stated that Bennett was only willing

to pay $350,000 in a lump sum, which amounts to (i) a deviation from the parties’ longstanding

agreement on a commission rate of fifteen percent (15%) of net profits and (ii) a breach of their

oral agreement.

44. Beginning in 2014 and continuing to April 2020 invoices were generated and sent

to CTR and CTR, Cool Pop Merch and CTR Touring paid PTM commissions on income from the

sale of merchandise, including but not limited to vinyl, albums, clothing, accessories, tickets and

endorsements. No complaint, either oral or written, was ever made by CTR against PTM relating

to the amount of commissions paid to PTM, the frequency of such payments or the manner in

which due commissions were invoiced and/or fulfilled.

45. Moreover, In view of CTR’s refusal to abide by its contractual obligation with

regard to commissions now due and owing, PTM has every reason to believe that CTR will refuse

to pay PTM all commissions that become due and payable for a period of 3 years (post-

termination), which is standard industry practice.

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 46. Despite months of outreach and efforts at reconciliation, Bennett has refused to pay

Corcoran the amounts Corcoran is fairly owed under the parties’ long-standing agreement and
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well-settled course of conduct.

COUNT I
(Breach of Contract)

47. PTM realleges and incorporates the allegations of Paragraphs 1 through 46 as if

each were more fully set forth herein.

48. In or around June 2013, Corcoran and Bennett entered into an oral agreement

pursuant to which Bennett promised to pay Corcoran fifteen percent (15%) of the net profits on all

revenues generated by CTR, Cool Pop Merch and CTR Touring in exchange for Corcoran’s

management service.

49. In or around June 2013, Corcoran formed PTM and CTR on behalf of Bennett

respectively, which adopted the terms of the oral agreement between Corcoran and Bennett and

continued to honor the terms of that agreement from June 2013 to December 2019.

50. From June 2013 to April 2020, PTM fully performed under the terms of its

agreement with CTR, Cool Pop Merch and CTR Touring.

51. Nonetheless, CTR, Cool Pop Merch and CTR Touring have stopped paying and

refused to pay PTM commissions that are now due and owing and has breached the contract by

refusing to pay all amounts due and outstanding.

WHEREFORE, Pat the Manager LLC respectfully requests the Court enter judgment in its

favor and against Chance the Rapper LLC on Count I as follows: (i) compensatory damages in an

amount in excess of $50,000, plus pre-judgment interest; and (ii) such other and further relief as

the Court may deem just and proper.

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 COUNT II
(Violation of the Illinois Sales Representative Act)
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52. PTM incorporates by reference paragraphs 1 through 51 as though each were more

fully set forth herein.

53. CTR, Cool Pop Merch and CTR Touring owe commission compensation to PTM.

54. CTR, Cool Pop Merch and CTR Touring, on one hand, and PTM on the other, are

parties to an oral agreement pursuant to which PTM earns fifteen percent (15%) of the net profits

of CTR, Cool Pop Merch and CTR Touring, including for, among other things, the sale of certain

products and services which CTR produces and/or distributes for sale.

55. CTR, Cool Pop Merch and CTR Touring have contracted with PTM to solicit orders

for such products and services and compensates PTM, in whole or in part, by commission

payments. Consequently, CTR, Cool Pop Merch and CTR Touring are each a “principal” as

defined by the Act.

56. CTR, Cool Pop Merch and CTR Touring have contracted with PTM to solicit the

order of certain products and services on CTR, Cool Pop Merch and CTR Touring’s behalf. PTM

is compensated, in whole or in part, by commission and is not an employee of CTR, Cool Pop

Merch or CTR Touring. Consequently, PTM is a “sales representative” as defined by the Act.

57. CTR, Cool Pop Merch and CTR Touring have violated the Act by failing to pay

PTM commissions due at the time of termination of the agreement between CTR, Cool Pop Merch

and CTR Touring and PTM within thirteen (13) days of termination.

58. CTR, Cool Pop Merch and CTR Touring have likewise violated the Act by failing

to pay PTM commissions that have become due after the termination of the contract between CTR,

Cool Pop Merch and CTR Touring and PTM within thirteen (13) days after such commissions

became due.

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 59. Upon information and belief, the commissions owed by CTR, Cool Pop Merch and

CTR Touring to PTM exceed $2,000,000.00.

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WHEREFORE, Pat the Manager LLC respectfully requests the Court enter judgment in its

favor and against Chance the Rapper LLC, Cool Pop Merch, LLC and CTR Touring, Inc. on Count

II as follows: (i) compensatory damages in excess of $50,000.00; (ii) exemplary damages, in an

amount not to exceed three (3) times the amount of the commissions owed to PTM as provided for

by the Act; (iii) attorneys’ fees and costs as provided for under the Act; and (iv) for any such other

relief this Court deems just and equitable under the circumstances.

COUNT III
(Unjust Enrichment—Unreimbursed Expenses)

60. PTM realleges and incorporates the allegations of Paragraphs 1 through 59 as if

each were more fully set forth herein.

61. CTR, Cool Pop Merch and CTR Touring’s conduct has resulted in CTR, Cool Pop

Merch and CTR Touring retaining PTM’s funds in the amount of $2.5 million which funds were

advanced on behalf of CTR, Cool Pop Merch and CTR Touring and which, in good conscious and

equity, should be reimbursed to PTM.

62. CTR, Cool Pop Merch and CTR Touring’s unjust enrichment has been at the direct

expense of, and detriment to, PTM.

WHEREFORE, Pat the Manager LLC respectfully requests the Court enter judgment in its

favor and against Chance the Rapper LLC, Cool Pop Merch LLC and CTR Touring, Inc. on Count

III as follows: (i) restitution of all amounts unjustly obtained and/or withheld by Defendant Chance

the Rapper LLC, Cool Pop Merch, LLC, and CTR Touring and (ii) such other and further relief as

the Court may deem just and proper.

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 COUNT IV
(Breach of Implied Contract—In the Alternative)
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63. PTM alleges and incorporates the allegations of Paragraphs 1 through 62 as if each

were more fully set forth herein.

64. In the alternative, if there was no contract in law between PTM, on one hand, and

CTR, Cool Pop Merch and CTR Touring on the other, PTM states as follows: PTM performed

services for CTR’s benefit, including, but not limited to, those services articulated in Paragraph 9

above.

65. PTM and CTR have had dealings since as far back as 2012 that establish a course

of conduct which led PTM to believe it would be compensated for the management services it has

provided to CTR, Cool Pop Merch and CTR Touring.

66. CTR, Cool Pop Merch and CTR Touring knew or should have known that PTM

would rely upon this course of conduct to perform its duties as manager with the expectation of

being paid a commission of fifteen percent (15%) on the annual net profits of CTR, Cool Pop

Merch and CTR Touring.

WHEREFORE, Pat the Manager LLC respectfully requests the Court enter judgment in its

favor and against Chance the Rapper LLC, Cool Pop Merch, LLC and CTR Touring on Count IV

as follows: (i) compensatory damages in excess of $50,000.00; and (ii) for any such other relief

this Court deems just and equitable under the circumstances.

COUNT V
(Promissory Estoppel—In the Alternative)

67. PTM realleges and incorporates those allegations of Paragraphs 1 through 66 as if

each were more fully set forth herein.

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 68. In the alternative, if there was no contract in law between PTM, on one hand, and

CTR, Cool Pop Merch and CTR Touring on the other, PTM states as follows: In or around
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December 2013, CTR Cool Pop Merch and CTR Touring promised to pay PTM fifteen percent

(15%) of annual net profits of CTR, Cool Pop Merch and CTR Touring in exchange for PTM’s

talent management services.

69. In reliance on CTR, Cool Pop Merch and CTR Touring’s promises, PTM provided

CTR, Cool Pop Merch and CTR Touring with talent management services from 2013 to 2020.

70. PTM’s reliance on CTR, Cool Pop Merch and CTR Touring’s promises under the

circumstances was reasonable, expected and foreseeable.

71. PTM relied on CTR, Cool Pop Merch and CTR Touring’s promises to PTM’s

detriment, as CTR, Cool Pop Merch and CTR Touring have refused to pay any commissions due

and owing to PTM.

WHEREFORE, Pat the Manager LLC respectfully requests the Court enter judgment in its

favor and against Chance the Rapper LLC, Cool Pop Merch, LLC and CTR Touring, Inc. on Count

V as follows (i) all amounts unjustly obtained and/or withheld by Defendant Chance the Rapper

LLC, Cool ; and (ii) such other and further relief as the Court may deem just and proper.

COUNT VI
(Declaratory Judgment—Post Termination Commissions)

72. PTM realleges and incorporates the allegations of Paragraphs 1 through 71 as if

each were more fully set forth herein.

73. PTM contends that it has a contractual right to receive (and CTR, Cool Pop Merch

and CTR Touring have an obligation to pay) commissions, consistent with the parties’ agreements,

for a period of three years post-termination, consistent with standards in the music industry.

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 74. CTR, Cool Pop Merch and CTR Touring have an opposing interest in paying such

post-termination commissions.
FILED DATE: 11/30/2020 12:03 PM 2020L012697

75. Accordingly, an actual, justiciable controversy exists between the parties.

WHEREFORE, Plaintiff Pat the Manager LLC respectfully requests the Court enter

judgment on Count VI: (i) declaring PTM’s right to receive post-termination commissions from

CTR, Cool Pop Merch and CTR Touring for a period of three years from April 26, 2020 to April

25, 2023 and (ii) for such other and further relief as the Court may deem just and proper.

COUNT VII
(Request for Accounting)

76. PTM alleges and incorporates the allegations of Paragraphs 1 through 75 as if each

were more fully set forth herein.

77. The Defendants have earned substantial profits for the activities encompassed by

the parties’ management contract. Pursuant to the terms of their agreement, Defendants owe PTM

a commission on these projects. The Defendants failed and continue to fail to pay PTM all owed

commissions.

78. Upon information and belief, a full and complete accounting of all sums and

consideration that the Defendants have realized from relevant activities will demonstrate what

additional monies are due and owing PTM from Defendants under their management agreement.

The full amount of money due from the Defendants to PTM cannot be ascertained without a full

and complete accounting of revenues and consideration realized by the Defendants. The

Defendants have access to such information, but this information has not been provided to PTM.

Moreover, PTM does not and will not have access to all of such information.

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 79. An order from the Court is required for the Defendants to provide a full accounting

of all sums and consideration they received in connection with any work falling under the parties’
FILED DATE: 11/30/2020 12:03 PM 2020L012697

management agreement on a historical and moving forward basis.

WHEREFORE, Plaintiff Pat the Manager LLC respectfully requests the Court enter

judgment on Count VII: (i) ordering an accounting of the amounts earned by Defendants from

February 2013 through the present, and for revenues expected through 2023; (ii) for payment of

such amounts owed to PTM as determined by the accounting; and (iii) for such other and further

relief as the Court may deem just and proper.

JURY DEMAND

Plaintiff demands a trial by jury on all facts and issues so triable.

By:
John J. Scharkey
Robert D. Sweeney
William C. O’Hara
Lucas B. Terna
SWEENEY, SCHARKEY & BLANCHARD LLC
230 West Monroe Street
Suite 1500
Chicago, Illinois 60606
(312) 384-0500

Counsel for Pat the Manager LLC

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