E-FILED

11/29/2023 12:21 PM
CLERK & MASTER
DAVIDSON CO. CHANCERY CT.

IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE

)
Daryl Hall, Trustee of the Daryl Hall Revocable )
Trust, and Daryl Hall, an individual, )
)
Plaintiffs, )
)
v. ) Case No. 23-1467-IV
)
Aimee J. Oates and Richard Flynn, Co-Trustees )
of the John W. Oates TISA Trust, and John W. )
Oates, an individual, )
)
Defendants. )

NOTICE OF FILING IN SUPPORT OF

PLAINTIFFS’ MOTION FOR TEMPORARY INJUNCTION

Pursuant to Tennessee Rule of Civil Procedure 65.04(2) and Local Rule 26.04, Plaintiffs

Daryl Hall, Trustee of the Daryl Hall Revocable Trust, and Daryl Hall, an individual (together,

“Plaintiffs”), submit this Notice of Filing encompassing the following material in support of their

Motion for Temporary Injunction.

Plaintiffs submit the following herewith in support of their request for injunctive relief:

1. Declaration of Daryl Hall.1

1
Defendants have had a copy of Mr. Hall’s Declaration (the “Declaration”) since Plaintiffs filed
their Demand for Arbitration (the “Demand”) on November 9, 2023. The Declaration was
submitted in the Arbitration as an exhibit to Plaintiffs’ Memorandum of Law in support of their
Motion for Temporary Restraining Order and Preliminary Injunction. The Declaration was not
submitted with the Complaint in this action, as the Memorandum of Law filed in the arbitration is
not an exhibit to Plaintiffs’ instant Complaint (the Demand itself, however, has been submitted as
Exhibit A to the Complaint).
 /s/Robb S. Harvey_______________
Of Counsel: HOLLAND & KNIGHT LLP
Robb S. Harvey (Tenn. BPR No. 011519)
MITCHELL SILBERBERG & KNUPP LLP David J. Zeitlin (Tenn. BPR No. 037664)
Christine Lepera (Admitted Pro Hac Vice) 511 Union Street
437 Madison Avenue, 25th Floor Suite 2700
New York, NY 10022 Nashville, TN 37219
(212)-509-2900 (615)-244-6380
Attorneys for Plaintiffs Daryl Hall Revocable Trust,
Alexandra L. Anfuso and Daryl Hall, an individual
2049 Century Park East, 18th Floor
Los, Angeles, CA 90067
(310)-312-2000

RICHARDS, LAYTON & FINGER, P.A.

Chad Shandler
Matthew Perri
One Rodney Square
920 North King Street
Wilmington, DE 19801
(302)-651-7700

CERTIFICATE OF SERVICE
I certify that on November 29, 2023, a true and correct copy of this document is being filed
electronically, and is anticipated to be distributed to all counsel via the Court’s system. In addition,
this document is being served upon the below counsel for Defendants via email pursuant Tenn. R.
Civ. P. 5.02(2).

Tim Warnock
Keane Barger
Derek Crownover
Loeb & Loeb LLP
35 Music Square East, Suite 310
Nashville, TN 37203
(615) 749-8300
[email protected]; [email protected]; [email protected]

/s/ Robb S. Harvey

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#234144893_v4
 JAMS ARBITRATION
Daryl Hall, Trustee of the Daryl Hall
Revocable Trust, and Daryl Hall, an
individual,
Claimants,
v. Arbitration No. __________
Aimee J. Oates and Richard Flynn, Co-
Trustees of the John W. Oates TISA
Trust, and John W. Oates, an individual,
Respondents.

DECLARATION OF DARYL HALL IN SUPPORT OF CLAIMANTS’

MOTION FOR A TEMPORARY RESTRAINING ORDER
 1 DECLARATION OF DARYL HALL

2 I, DARYL HALL, declare as follows:

3 1. I am the sole trustee for the Daryl Hall Revocable Trust dated April 4, 2008 (“Hall

4 Trust”), which is a partner in a limited liability partnership called Whole Oats Enterprises, LLP

5 (“WOE”), co-owned by Respondent John W. Oates TISA Trust (“Oates Trust”). Unless otherwise

6 indicated, I have personal knowledge of the following facts and, if called and sworn as a witness,

7 could and would competently testify thereto.

8 2. I submit this declaration in support of the Hall Trust’s application to temporarily

9 and preliminarily enjoin the Oates Trust from engaging in any further actions to transfer, or from

10 transferring, the Oates Trust partnership interest in WOE to a third party buyer, Primary Wave

11 Music (“Primary Wave”) (the “Unauthorized Transaction”).

12 3. The Unauthorized Transaction discussed below and in the accompanying papers

13 submitted herewith are contrary to the express terms of the written operating agreement between

14 the Hall Trust and the Oates Trust for WOE (“WOE Agreement”). That agreement requires the

15 other partner’s written approval and consent to any transfer action as a condition thereof. No such

16 approval has been given by the Hall Trust; and no such approval will be given. In addition, this

17 application seeks to enjoin the Oates Trust from triggering any obligation on the part of the Hall

18 Trust to match or buy as a right of first refusal (“ROFR”) the Oates Trust’s partnership interest, as

19 that trigger is wrongly predicated upon the Unauthorized Transaction.

20 4. As discussed below, John Oates and the Co-Trustees of the Oates Trust, Aimee

21 Oates and Rick Flynn (the “Co-Trustees”), have violated the letter and spirit of the WOE

22 Agreement and partnership, having engaged in the Unauthorized Transaction completely behind

23 my back and without my written approval. Most egregiously, they did this while we were in the

24 middle of a mediation addressing our disputes in connection with WOE, and in which the very

25 specific question as to the disposition of the WOE assets, including dissolution of WOE, was being

26 mediated.

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Silberberg &
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DECLARATION OF DARYL HALL
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 1 5. In a completely clandestine and bad faith move in blatant violation of the WOE

2 Agreement, John Oates and the Oates Trust purported to commit to selling its share of WOE for

3 to Primary Wave. They committed this outrageous breach to prejudice me,

4 without regard to my interests and concerns, seeking to impose upon me a partner in WOE against

5 my will and without regard for how closely and inextricably tied those interests are to the rights of

6 the Hall Trust in WOE.

7 6. Compounding this bad faith, John Oates and the Co-Trustees breached the WOE

8 Agreement by sharing confidential documents and information with Primary Wave, including the

9 terms of the WOE Agreement, without my consent and have even refused to provide my

10 representatives with the documents and information that were turned over.

11 7. While falsely contending over the last several months that the Oates Trust wanted

12 to maintain ownership in WOE, John Oates and the Co-Trustees engaged in the ultimate

13 partnership betrayal. They surreptitiously sought to sell half of the WOE assets without obtaining

14 my written approval. Mutual approval over the power to sell partnership assets is inarguably the

15 most important consent in any partnership. And, John Oates and the Co-Trustees’ actions are

16 wholly contradictory considering that they have been highly focused on my actions and

17 challenging whether I had properly sought their consent to even the most mundane act.

18 8. This recent bad faith conduct by John Oates and the Oates Trust has created

19 tremendous upheaval, harm, and difficulty in my life, not to mention unnecessary expense and

20 burden, during a time when I am in the middle of a tour throughout the U.S. West Coast, Japan,

21 and Manilla and need to focus and perform at top level. I believe that John Oates timed the

22 Unauthorized Transaction to create the most harm to me. Respectfully, he must be stopped from

23 this latest wrongdoing and his malicious conduct reined in once and for all.

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DECLARATION OF DARYL HALL
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 1 Relevant Background

2 9. For more than 50 years, John Oates and I successfully recorded and performed

3 music together as the duo “Daryl Hall and John Oates” (“HO”). Throughout most of that time, we

4 navigated the multitude of decisions and approvals required in any partnership relatively without

5 issue, operating in a professional and business-minded manner. We co-owned several business

6 entities over the years; this application focuses specifically on WOE.

7 10. WOE originated as a general partnership, and in 2019 John Oates and I agreed to

8 convert it into an LLP. WOE owns and/or holds rights to certain valuable and personal assets

9 created over time by HO, including HO trademarks and personal name and likeness rights of mine

10 and John Oates’, record royalty income, and certain HO social media and related website assets.

11 11. Over the course of the last several years, there has been a significant shift in John

12 Oates’ behavior away from operating in a professional and business-minded manner, particularly

13 as it relates to WOE. His behavior has become adversarial and aggressive instead of professional

14 and courteous. He began making numerous demands upon me related to, among other things, the

15 social media and trademark assets in WOE, creating disagreements brought to my door by a

16 revolving cast of lawyers. It appears to me that John Oates’ intent has become to burden and

17 harass me without regard to my interests as his business partner, or the interests of WOE.

18 12. In late 2022 John Oates unilaterally began demanding that we dissolve our touring

19 entity, Two Headed Monster Tours, Inc, and our separate partnership related to our musical

20 compositions and publishing, Hot Cha Music, LLP. I was willing to entertain this as part of a

21 global divorce, and raised the dissolution of WOE.

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 1 13. Indeed, as more disputes began to arise with respect to WOE, my counsel noticed a

2 mediation under the WOE Agreement in July 2023, and on August 17, 2023, the mediation

3 commenced with all aspects of a global divorce of HO – including dissolution of WOE – on the

4 table. In connection with WOE, throughout this process and time frame, John Oates was very

5 combative and protective with respect to WOE, and consistently conveyed his desire to keep his

6 ownership and that partnership intact and operative—there was never a hint that he would try to

7 ambush me with a sale. The mediation process has cost me a significant amount in attorneys’ fees

8 and has also taken an exorbitant amount of my time and attention. The actions described herein

9 were brought without regard for this effort, and made it necessary to bring this proceeding at this

10 time on an expedited basis.

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12 The Unauthorized Transaction Concealed by John Oates and the Oates Trust Trustees

13 14. As noted above, I am in the middle of a month-long multi-country tour which I

14 began on October 26th. John Oates and the Co-Trustees were well aware of my schedule – it has

15 been posted on my website for months, and was discussed in the context of scheduling mediation

16 sessions – and John Oates knows how extremely difficult it is to conduct business while touring as

17 one is looking to perform in a live setting at peak and also handle a myriad of tour-related business

18 and creative issues on the road.

19 15. Nonetheless, a mere two days before I was scheduled to leave on tour, I received

20 notice that the Oates Trust had entered into a Letter of Intent to sell its share of WOE to a Primary

21 Wave affiliate, Primary Wave IP Investment Management LLC. I was blindsided by this

22 information. I have not given my required written approval for the Oates Trust to do so as is

23 required under the WOE Agreement. Nor would I. I have no intention of becoming partners with

24 Primary Wave, and the Oates Trust cannot be permitted to thrust a new partner upon me in this

25 outrageous fashion.

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 1 16. The scant amount of paperwork provided (John Oates and the Co-Trustees refused

2 to provide me with the actual documents given to Primary Wave) demonstrates that John Oates

3 and the Co-Trustees intentionally hid the Unauthorized Transaction from me for weeks, if not

4 months, and while we were in the mediation. The paperwork demonstrates negotiations began, at

5 latest, on October 2, 2023, when a nondisclosure agreement was signed. I learned of this for the

6 first time on October 20, 2023.

7 17. John Oates also knew that I was incurring legal fees to continue with the mediation

8 during the time period that he and the Oates Trust were in negotiations with Primary Wave,

9 including in connection with my representatives drafting WOE dissolution documents for their

10 consideration. They hid the Primary Wave negotiations from me and ambushed me at a time

11 intentionally to cause me the maximum amount of harm. Now, they have forced me to spend

12 significant monies seeking relief to prevent the travesty of them selling the partnership assets

13 without my approval. There was no warning of this clandestine conduct, and no information has

14 been forthcoming from the Oates Trust since I received the notice of the Unauthorized

15 Transaction.

16 18. The potential of being forced into a partnership with Primary Wave without my

17 consent is incredibly upsetting and antithetical to the intent and terms of the WOE Agreement –not

18 to mention that these are assets developed personally in a 50+ year partnership. There is no

19 amount of money that could compensate me for being forced to partner with an entity that I did

20 not agree to partner with, and whose business model does not comport with my views regarding

21 the WOE assets. The harm is unimaginable.

22 19. Primary Wave is a company that brands itself as having a strong focus on

23 exploiting not only copyrights but the trademarks and name and likeness rights of the artists from

24 whom they purchase catalogue rights. If Primary Wave becomes my partner they will have

25 ownership of and an equal amount of control over the HO trademarks, social media assets and

26 website assets that include my name and likeness. Primary Wave will likely have a goal to use the

27 WOE assets, and my name and likeness, for branding and exploitations. These are highly personal
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 1 assets and that is why it is incredibly important that written approval be obtained on any transfer

2 of those rights so as not to create turmoil in the partnership. Control over these assets is why John

3 Oates and I agreed that our respective interests (and corresponding control) would not be

4 transferred without the other’s express written approval. If this transaction is allowed to proceed it

5 would also hamstring my ability to sell the Hall Trust partnership interest. Primary Wave would

6 step into the Oates Trust’s shoes and could thus exercise veto rights over my sale to any other

7 company or person.

8 20. By this arbitration, I am also seeking to recover all of the documents that the Oates

9 Trust shared with Primary Wave without my consent, and that have been demanded to no avail,

10 and to hold John Oates and the Oates Trust in breach of the WOE Agreement. The cavalier

11 manner in which John Oates turned over confidential information to Primary Wave that should

12 never have been disclosed without my consent is astounding. I am being handicapped from even

13 reviewing information related to the Primary Wave valuation and sale price, and being prevented

14 from evaluating any of my rights under the WOE Agreement with respect to the ROFR.

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 1 21. In closing, I am deeply troubled by the deterioration of my relationship with, and

2 trust in, John Oates. His and the Oates Trust’s actions—entering into an agreement for the sale of

3 their WOE partnership interest, in breach of our partnership agreement, without my written

4 approval and while intentionally concealing it from me while we were actively engaging in the

5 mediation process over the very same assets—has caused me an enormous amount of distress.

6 Without the relief requested being granted, John Oates and the Oates Trust will have forced a sale

7 of WOE assets and invoked attendant obligations to my great detriment and without my

8 permission.

10

11 I declare under penalty of perjury under the laws of the United States of America that the

12 foregoing is true and correct.

13 Los Angeles, CA
Executed on ____ at ________________________.
11 / 08 / 2023
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15 Daryl Hall
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