QUINN, KULLY AND MORROW 
A PROFESSIONAL LAW CORPORATION 
JOHN J. QUINN [SB 029588] 
DAVID S. EISEN [SB 100263] 
MICHAEL H. WALIZER [SB 133331] 
520 South Grand Avenue 
The Biltmore Court, Eighth Floor 
Los Angeles, California 90071-2608 
Telephone: (213) 622-0300 
Fax:  (213) 622-3799 
 
Attorneys for Plaintiff 
Leonard D. Jacoby 
 
 
SUPERIOR COURT OF CALIFORNIA 
COUNTY OF LOS ANGELES 
 
 
LEONARD D. JACOBY, 
 
Plaintiff 
 
vs . 
 
GAIL J. KOFF; STEPHEN Z. 
MEYERS; AND DOES 1 THROUGH 50, 
INCLUSIVE, 
 
Defendants. 
 
 
CASE NO. 
 
COMPLAINT FOR: 
 
1) BREACH OF PARTNERSHIP AGREEMENT; 
2) BREACH OF PARTNERSHIP FIDUCIARY DUTY; 3) 
BREACH OF ORAL AGREEMENT; 4) ANTICIPATORY 
BREACH AND REPUDIATION; 5) BREACH OF 
FIDUCIARY DUTY TO MINORITY SHAREHOLDER; 6) 
FRAUD; 7) INTENTIONAL AND NEGLIGENT INFLICTION 
OF EMOTIONAL DISTRESS; 8) INJUNCTIVE RELIEF; 9) 
DECLARATORY RELIEF; 10) JUDICIAL WINDING UP OF 
PARTNERSHIP; 11) AN ACCOUNTING; AND 12) 
APPOINTMENT OF RECEIVER.  
 
DEMAND FOR JURY 
 
Plaintiff LEONARD D. JACOBY alleges as follows:  
 
 
PARTIES 
 
1.   Plaintiff LEONARD D. JACOBY ("Jacoby") is a natural 
person domiciled and residing in the State of California, Los 
Angeles County.  
 
2.   Plaintiff is informed and believes, and on that basis alleges, 
that defendant GAIL J. KOFF ("Koff") is a natural person 
domiciled and residing in the State of New York.  
 
3.   Plaintiff is informed and believes, and on that basis alleges, 
that defendant STEPHEN Z. MEYERS ("Meyers") is a natural 
person domiciled and residing in the State of New York.  
 
COMMON FACTUAL ALLEGATIONS 
 
4.   On or about January 1, 1984, Jacoby, Meyers and Koff 
(collectively, "Partners") entered into the Amended and Restated 
General Partnership Agreement of Jacoby & Meyers Law Offices 
("Partnership Agreement"), which created the present form of the 
Jacoby and Meyers Law Offices, a California general partnership 
("Partnership").  
 
5.   Section 1.6 of the Partnership Agreement vests full 
management of the Partnership in the Management Committee, 
permanently composed of Jacoby, Meyers and Koff, each with 
one vote for each unit of participation allocated to the particular 
partner.  
 
6.   Section 8.1 of the Partnership Agreement provides that 
Jacoby and Meyers each hold 40 units of participation and Koff 
holds 20 units of participation.  
 
7.   The Partnership Agreement provides generally for 
management decisions by the Management Committee on a 
majority basis.  Specific decisions enumerated in the Partnership 
Agreement, however, require unanimous approval of the 
Management Committee, defined by Section 1.9 of the 
Partnership Agreement as the unanimous approval of Jacoby, 
Meyers and Koff.  
 
8.   Unanimous approval of the Management Committee is 
required in order to:  (a) change the principal office of the 
Partnership from Los Angeles, California [Section 2.4, 
Partnership Agreement]; (b) modify the procedures by which the 
Management Committee may act and bind the Partnership 
[Section 5.1, Partnership Agreement]; (c) withdraw capital from 
the Partnership [Section 7.2, Partnership Agreement]; and (d) 
distribute to partners cash available for distribution (a defined 
term in the Partnership Agreement), pay salaries to partners 
and/or permit partners to take draws from the Partnership 
[Section 8.2, Partnership Agreement].  
 
9.   Section 10.1 of the Partnership Agreement requires that the 
Partnership books and records, together with all of the documents 
and papers pertaining to the business of the Partnership, be kept 
at the principal place of business of the Partnership in Los 
Angeles, California.  
 
10.  In the late 1970s to early 1980s, the Partners planned on 
growing their business to form a national law firm, with offices 
across the country.  To help accomplish that goal, Jacoby, 
Meyers and Koff formed a separate closely held corporation, 
Jamko Service Corporation ("Jamko"), to provide all ancillary 
services to the Partnership, including such support as non-
professional personnel, business management and acquisition 
and leasing of offices.  
 
11.  Jamko is a Delaware corporation, with the only voting shares 
in the company being the common stock.  A total of 800,000 
shares of common stock of Jamko have been issued, with Jacoby 
and Meyers each holding 320,000 shares and Koff holding 
160,000 shares.  
 
12.  The general practice of the Partnership, until recently, was to 
pay Jamko for services on a marked-up basis. Jamko would use 
those payments to pay its obligations.  Funds remaining with 
Jamko would be used to compensate Jacoby, Meyers and Koff in 
proportion to their common stock ownership of Jamko. The 
compensation from Jamko was agreed to constitute the remainder 
of the Partners' compensation from the Partnership.  
 
13.  The law firm grew from one office in California in 1972 to 
approximately 150 local field offices in six states by the mid-
1980s.  Offices were located in California, Arizona, 
Pennsylvania, Connecticut, New Jersey and New York.  The 
Arizona and California offices were generally supervised directly 
by Jacoby and the Northeastern offices were generally supervised 
directly by Koff. Oversight and national responsibilities were 
shared by the Partners.  The field offices operated as linked 
neighborhood law offices, specializing in providing quality 
personal legal services to middle-class individuals.  In addition to 
the local field offices, the Partnership opened certain specialized 
"units" containing centralized groups of attorneys with particular 
practice skills, including personal injury units. The personal 
injury units, along with other specialized units, provided 
expertise not available in the neighborhood field offices of the 
Partnership.  The neighborhood field offices routinely utilized 
the services of the specialized units for cases meriting such 
attention.  
 
14.  The rapid expansion in the number of field offices and the 
expensive creation of personal injury units unfortunately 
coincided with the general decline in economic conditions 
throughout the country.  In response to these economic forces 
and other financial setbacks, the Partnership was forced to retreat 
from its expansion plans and to consolidate its offices.  By the 
middle of 1994 the firm had closed most of its field offices and 
specialty units, including all of those located in California except 
for the personal injury units.  At the present time, the firm 
operates eight personal injury units located in San Francisco, 
Sacramento, Tucson, Philadelphia, Long Island, New York City 
and New Jersey.  It also has approximately twelve field offices 
located in the Northeast.  
 
15.  During the course of downsizing the Partnership, Jacoby 
presented to his partners several alternative organizational 
structures designed for the sharing of duties and responsibilities 
among all of the Partners.  These suggestions were given short 
shrift by Koff and Meyers but they promised Jacoby he would be 
treated fairly and there would be no change in his total 
compensation, no matter what kind of final business structure 
evolved.  
 
16.  Rather than creating a system for dividing the day-to-day 
operating tasks for shared management of the firm and Jamko, 
Meyers and Koff undertook a deliberate course of action to 
isolate Jacoby from the operation of the Partnership and Jamko. 
They stopped paying rent on the principal office of the firm in 
Los Angeles.  They refused to give pertinent financial 
information about the Partnership to Jacoby.  They stopped 
paying Jacoby certain benefits traditionally provided to each of 
the Partners, while at the same time continuing to pay their own 
benefits. Jacoby had to argue with and harangue Meyers and 
Koff in order to receive any payment from the Partnership.  
Jacoby is informed and believes, and on that basis alleges, that 
Meyers and Koff have in the past and continue to take 
Partnership resources for their own individual purposes rather 
then legitimate Partnership expenses. Moreover, Meyers and 
Koff have refused to reimburse Jacoby for expenses incurred on 
behalf of the Partnership as part of the winding up of certain 
Partnership operations in the Western states, including 
California.  
 
17.  Meyers and Koff also forced Jacoby out of the shared control 
of the Partnership and Jamko and refused to pay him in the same 
manner they paid themselves.  
 
18.  It became evident to Jacoby that his partners were not going 
to treat him fairly.  Notwithstanding this reality, Jacoby was 
willing to come to some sort of understanding with Meyers and 
Koff respecting his continuing but lessened involvement within 
the firm.  With that objective in mind, Jacoby began negotiating 
with Meyers and Koff respecting his gradual withdrawal from as 
active an involvement in the management of the firm and Jamko, 
while still retaining an interest in the Partnership and Jamko for 
the mutual benefit of all concerned.  
 
19.  The negotiations between Jacoby on the one hand and 
Meyers and Koff on the other hand culminated in a written 
memorandum of terms, dated March 29, 1994 ("March 
Agreement"). The final provisions of the March Agreement were 
developed after the negotiation of terms contained in a proposal 
by Meyers dated February 25, 1994 ("February Proposal").  The 
terms and conditions of the March Agreement were accepted 
orally by Meyers and Koff prior to March 29, 1994.  
 
20.  Notwithstanding their acceptance of the terms of the March 
Agreement, Meyers and Koff failed to pay Jacoby the amounts 
required by that agreement and to otherwise fulfill their 
obligations under the March Agreement.  
 
21.  Jacoby is informed and believes and on that basis alleges 
that recently Meyers and Koff have essentially gutted Jamko, to 
the point where Jamko has no employees and virtually no duties.  
Nonetheless, Meyers and Koff continue to pay themselves 
substantial additional draw, salary and benefits through Jamko, 
under the guise of "consulting fees", by transferring to Jamko 
monies belonging to the Partnership, solely for the purpose of 
paying themselves additional draws, salaries and benefits.  
 
FIRST CAUSE OF ACTION 
 
(Breach of Partnership Agreement) 
 
22.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 21 of this Complaint.  
 
23.  Jacoby has duly performed all obligations, conditions and 
promises to be performed by him pursuant to the Partnership 
Agreement.  
 
24.  Meyers and Koff have breached and continue to breach the 
Partnership Agreement by, without limitation:  
 
(i)  refusing to maintain a principal office of the Partnership in 
Los Angeles as required;  
 
(ii)  refusing to keep Partnership books and records or copies 
thereof, together with all of the documents and papers pertaining 
to the business of the Partnership, at the principal place of 
business of the Partnership in Los Angeles, California; and  
 
(iii)  failing to conduct the business of the Partnership Pursuant 
to the Partnership Agreement.  
 
25.  As a direct and proximate result of Meyers' and Koff's 
breach of the Partnership Agreement, Jacoby has been prohibited 
from rightful access to Partnership books and records, denied full 
disclosure from his Partners and prevented from participating in 
the management of and shared decision making within the firm.  
Jacoby has thereby been injured in an amount which Jacoby has 
not yet ascertained, but in an amount in excess of the 
jurisdictional limits of this Court and estimated to be at least 
$2,000,000.00.  When the monetary damages are fully 
ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
SECOND CAUSE OF ACTION 
 
(Breach of Partnership Fiduciary Duty) 
 
26.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 25 of this Complaint.  
 
27.  Meyers and Koff have breached and continue to breach their 
fiduciary duty to Jacoby of utmost good faith, fairness and 
loyalty due partners by, without limitation:  
 
(a)  paying themselves and not Jacoby; 
 
(b)  undertaking a course of action to force Jacoby out of the 
partnership and Jamko;  
 
(c)  prohibited Jacoby from rightful access to Partnership and 
Jamko books and records;  
 
(d)  denying Jacoby full disclosure of Partnership and Jamko 
activities and information;  
 
(e)  preventing Jacoby from participating in the management of 
the Partnership and Jamko;  
 
(f)  failing to permit Jacoby to engage in shared decision making;  
 
(g)  denying Jacoby benefits rightfully due him, including 
insurance and other benefits;  
 
(h)  failing to pay Jacoby's expenses; and  
 
(i)  failing to make rent payments on the Partnership's principal 
place of business in Los Angeles, forcing Jacoby to relocate the 
office and to pay rent out of his own personal resources.  
 
28.  As a direct and proximate result of Meyers' and Koff's 
breach of their fiduciary duties to Jacoby, he is being deprived of 
his right to participate in the Partnership and has been injured in 
an amount which Jacoby has not yet ascertained, but in an 
amount in excess of the jurisdictional limits of this Court and 
estimated to be at least $2,000,000.00.  When the monetary 
damages are fully ascertained, Jacoby will seek leave to amend 
this Complaint accordingly.  
 
29.  In committing the acts alleged above, Meyers and Koff acted 
knowingly, willfully and with the intent to injure, and/or with 
reckless disregard of the resulting injuries to, Jacoby.  By 
engaging in such conduct, Meyers and Koff have been guilty of 
oppression, fraud or malice, and Jacoby, in addition to the actual 
damages, may recover damages from Meyers and Koff for the 
sake of example and by way of punishing them.  
 
THIRD CAUSE OF ACTION 
 
(Breach of the March Agreement) 
 
30.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 29 of this Complaint.  
 
31.  Jacoby has duly performed all obligations, conditions and 
promises to be performed by him pursuant to the March 
Agreement.  
 
32.  Meyers and Koff have breached and continue to breach the 
March Agreement by failing to pay the monies due Jacoby, 
failing to pay required benefits and insurance and failing to 
provide the information and financial reports and according 
Jacoby his proper management authority under the March 
Agreement.  
 
33.  As a direct and proximate result of Meyers' and Koff's 
breach of the March Agreement, Jacoby has been injured in an 
amount which Jacoby has not yet ascertained, but in an amount 
in excess of the jurisdictional limits of this Court and estimated 
to be at least $2,000,000.00.  When the monetary damages are 
fully ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
FOURTH CAUSE OF ACTION 
 
(Anticipatory Breach and Repudiation of the March Agreement)  
 
34.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in Paragraphs 
1 through 33 of this Complaint.  
 
35.  Jacoby has demanded that defendants voluntarily comply 
with their obligation to pay money and engage in other conduct 
consistent with the March Agreement. The defendants have, 
however, not agreed to do so and have stated in words and 
actions that they do not intend to perform under the March 
Agreement.  In so doing, Meyers and Koff anticipatorily 
breached and/or repudiated the March Agreement.  
 
36.  As a direct and proximate result of Meyers' and Koff's 
anticipatory breach and/or repudiation of the March Agreement, 
Jacoby has been injured in an amount which Jacoby has not yet 
ascertained, but in an amount in excess of the jurisdictional limits 
of this Court and estimated to be at least $2,000,000.00.  When 
the monetary damages are fully ascertained, Jacoby will seek 
leave to amend this Complaint accordingly.  
 
FIFTH CAUSE OF ACTION 
 
(Specific Performance of the March Agreement)  
 
37.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 36 of this Complaint.  
 
38.  Jacoby has no adequate remedy at law to enforce his rights, 
and he will suffer great and irreparable injury if Meyers and Koff 
are permitted to dissipate the property of the Partnership.  
 
SIXTH CAUSE OF ACTION 
 
(Breach of Fiduciary Duty to Minority Shareholder)  
 
39.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 38 of this Complaint.  
 
40.  By ending Jacoby's employment in Jamko and denying him 
access to information concerning the operations of Jamko, 
Meyers and Koff have used their collective power as majority 
shareholders to oust Jacoby from the corporation.  They have 
abruptly removed a minority shareholder from positions of 
employment and management in a devastatingly effective 
squeeze-out technique.  
 
41.  As the only other and majority shareholders, Meyers and 
Koff owe a fiduciary duty to Jacoby as a minority shareholder. 
Their conduct has impacted negatively on Jacoby and has not 
been in good faith.  Indeed, under the circumstances described 
herein their conduct has been inherently unfair.  
 
42.  There is no business justification for terminating Jacoby's 
employment with Jamko and failing to pay Jacoby his 
proportionate share of the revenues of Jamko in the same 
amounts as Meyers has received.  Indeed, Jacoby has in good 
faith proposed number of alternatives to Meyers and Koff for 
how the responsibilities of the firm and of Jamko could be 
divided among the three Partners.  These proposals have not, 
however, been received in good faith by Meyers and Koff or for 
that matter been considered at all. Meyers and Koff are 
attempting to use Jamko to exert economic coercion against 
Jacoby to force him to accept their wrongdoing relating to the 
Partnership for their own personal benefit and not for the benefit 
of the corporation.  
 
43.  As a direct and proximate result of Meyers' and Koff's 
freezing Jacoby out of Jamko, he has been injured in an amount 
which Jacoby has not yet ascertained, but in an amount in excess 
of the jurisdictional limits of this Court and estimated to be at 
least $2,000,000.00.  When the monetary damages are fully 
ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
44.  In committing the acts alleged above, Meyers and Koff acted 
knowingly, willfully and with the intent to injure, and/or with 
reckless disregard of the resulting injuries to, Jacoby.  By 
engaging in such conduct, Meyers and Koff have been guilty of 
oppression, fraud or malice, and Jacoby, in addition to the actual 
damages, may recover damages from Meyers and Koff for the 
sake of example and by way of Punishing them.  
 
SEVENTH CAUSE OF ACTION 
 
(Fraud Re Compensation) 
 
45.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 44 of this Complaint.  
 
46.  Jacoby is informed and believes, and on that basis alleges, 
that Jamko is no longer a functioning entity. It has no employees 
and conducts virtually no business.  The purposes for which 
Jamko were established, i.e. to assist the Partners in growing the 
law practice into a national firm, have been abrogated by the 
closing of most of the neighborhood field offices, the financial 
decline of the business and the abandonment of plans for the firm 
to become a national concern.  
 
47.  Notwithstanding the cessation of business by Jamko, Meyers 
and Koff continue to pay themselves thousands of dollars in so-
called "consulting fees".  There is no honest business reason for 
Jamko to be paying any consultants for any kind of service, let 
alone the tens of thousands of dollars being paid to Meyers and 
Koff.  
 
48.  In reality, the monies being paid to Meyers and Koff by 
themselves to themselves as officers of Jamko constitute nothing 
more than disguised partnership salary, compensation and/or 
draws.  They know that a unanimous decision of the 
Management Committee would be required in order to increase 
their compensation being paid directly from the Partnership.  
They also know that under the circumstances, Jacoby is not 
likely to agree to pay Meyers and Koff without fair compensation 
being paid to himself. In an effort to conceal the true nature of 
these payments and to avoid being subject to the proper 
constraints of the Partnership Agreement, Meyers and Koff are 
fraudulently paying themselves Partnership compensation 
through Jamko in an effort to cheat Jacoby.  
 
49.  As a direct and proximate result of Meyers' and Koff's 
conduct alleged above, Jacoby has been injured in an amount 
which Jacoby has not yet ascertained, but in an amount in excess 
of the jurisdictional limits of this Court and estimated to be at 
least $2,000,000.00.  When the monetary damages are fully 
ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
50.  In committing the acts alleged above, Meyers and Koff acted 
knowingly, willfully and with the intent to injure, and/or with 
reckless disregard of the resulting injuries to, Jacoby.  By 
engaging in such conduct, Meyers and Koff have been guilty of 
oppression, fraud or malice, and Jacoby, in addition to the actual 
damages, may recover damages from Meyers and Koff for the 
sake of example and by way of punishing them.  
 
EIGHTH CAUSE OF ACTION 
 
(Fraud Re March Agreement 
 
51.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 50 of this Complaint.  
 
52.  Jacoby is informed and believes, and on that basis alleges, 
that at the time Meyers and Koff entered into the March 
Agreement they did not intend to perform under that agreement. 
Defendants concealed their true intentions from Jacoby and 
falsely represented to him that they intended to carry out their 
obligations under the March Agreement.  Jacoby had no way of 
determining defendants' concealment or that their representations 
were false.  
 
53.  In reliance upon Meyers' and Koff's misrepresentations and 
because of their deceit, Jacoby hastened the closure of the 
California offices of the Partnership.  Instead of the planned 
phasing out of those offices over a two-year period, during which 
time Jacoby would have been in charge of those operations, the 
offices were closed shortly after the March Agreement.  
 
54.  As a direct and proximate result of Meyers' and Koff's 
concealment and misrepresentations alleged above, Jacoby has 
been injured in an amount which Jacoby has not yet ascertained, 
but in an amount in excess of the jurisdictional limits of this 
Court and estimated to be at least $2,000,000.00. When the 
monetary damages are fully ascertained, Jacoby will seek leave 
to amend this Complaint accordingly.  
 
55.  In committing the acts alleged above, Meyers and Koff acted 
knowingly, willfully and with the intent to injure, and/or with 
reckless disregard of the resulting injuries to, Jacoby.  By 
engaging in such conduct, Meyers and Koff have been guilty of 
oppression, fraud or malice, and Jacoby, in addition to the actual 
damages, may recover damages from Meyers and Koff for the 
sake of example and by way of punishing them.  
 
NINTH CAUSE OF ACTION 
 
(Intentional Infliction of Emotional Distress)  
 
56.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in Paragraphs 
1 through 55 of this Complaint.  
 
57.  The conduct of the defendants described above constitutes 
outrageous behavior.  Their conduct was intentional and 
malicious and done for the purpose of causing Jacoby to suffer 
humiliation, mental anguish, and emotional and physical distress.  
 
58.  As a direct and proximate result of the wrongful conduct of 
Meyers and Koff, Jacoby has suffered humiliation, mental 
anguish, and emotional and physical distress.  Jacoby has 
suffered severe emotional distress with accompanying physical 
and bodily injury, which require the care of a physician.  Jacoby 
has been injured in mind and body as described above in an 
amount which he have not yet ascertained.  When the same are 
ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
59.  As a further proximate result of the wrongful conduct of 
defendants, Jacoby was required to and did employ physicians 
and other health care professionals to examine, treat, and care for 
him and has incurred medical expenses in an amount which he 
has not yet ascertained.  When the same are ascertained, Jacoby 
will seek leave to amend this Complaint accordingly.  
 
60.  By reason of the wrongful conduct of Meyers and Koff, 
Jacoby was prevented from attending to his usual occupation or 
profession and thereby lost earnings in an amount which he has 
not yet ascertained.  When the same are ascertained, Jacoby will 
seek leave to amend this Complaint accordingly.  
 
61.  The actions of defendants, and each of them, as alleged 
above were done with a willful and conscious disregard of 
Jacoby's rights and with the intent to vex, injure and annoy 
Jacoby, so as to constitute oppression, fraud, and malice under 
California Civil Code Section 3294, entitling Jacoby to punitive 
damages in an amount appropriate to punish and to make an 
example of defendants and each of them  
 
TENTH CAUSE OF ACTION 
 
(Negligent Infliction of Emotional Distress)  
 
62.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 61 of this Complaint.  
 
63.  The conduct of the defendants described above constitutes 
outrageous behavior.  Defendants failed to exercise reasonable 
care and skill in the performance of their obligations to Jacoby, 
thereby causing Jacoby to suffer humiliation, mental anguish, 
and emotional and physical distress.  
 
64.  As a direct and proximate result of the wrongful conduct of 
Meyers and Koff, Jacoby has suffered humiliation, mental 
anguish, and emotional and physical distress.  Jacoby has 
suffered severe emotional distress with accompanying physical 
and bodily injury, including without limitation headaches and 
stomach problems, which require the care of a physician.  Jacoby 
has been injured in mind and body as described above in an 
amount which he have not yet ascertained.  When the same are 
ascertained, Jacoby will seek leave to amend this Complaint 
accordingly.  
 
65.  As a further proximate result of the wrongful conduct of 
defendants, Jacoby was required to and did employ physicians 
and other health care professionals to examine, treat, and care for 
him and has incurred medical expenses in an amount which he 
has not yet ascertained.  When the same are ascertained, Jacoby 
will seek leave to amend this Complaint accordingly.  
 
66.  By reason of the wrongful conduct of Meyers and Koff, 
Jacoby was prevented from attending to his usual occupation or 
profession and thereby lost earnings in an amount which he has 
not yet ascertained.  When the same are ascertained, Jacoby will 
seek leave to amend this Complaint accordingly.  
 
ELEVENTH CAUSE OF ACTION 
 
(Injunctive Relief) 
 
67.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 66 of this Complaint.  
 
68.  Jacoby is informed and believes, and on that basis alleges, 
that Meyers and Koff have wrongfully and unlawfully taken and 
are taking Partnership property for their own personal use and 
enjoyment.  Defendants also continue to engage in conduct to 
freeze Jacoby out of the business, infringing on Jacoby's right to 
participate in the management and operations of the Partnership 
and Jamko.  
 
69.  Jacoby has demanded that Meyers and Koff cease and desist 
in depriving Jacoby of his property and rights. Defendants, and 
each of them, have refused and still refuse to refrain from their 
past and threatened conduct.  
 
70.  Meyers' and Koff's threatened and continuing wrongful 
conduct, unless and until enjoined and restrained by order of this 
court, will cause great and irreparable injury to Jacoby in that the 
property of the Partnership will be dissipated and business 
decisions made by plaintiffs and the consequences therefrom will 
be unalterable.  
 
71.  Jacoby has no adequate remedy at law for the injuries 
currently being suffered and that are threatened. It is impossible 
for Jacoby to determine the precise amount of damages he will 
suffer if defendants conduct is not restrained.  
 
72.  As a direct and proximate result of Meyers' and Koff's 
freezing Jacoby out of the Partnership and Jamko, he has been 
injured in an amount which Jacoby has not yet ascertained, but in 
an amount in excess of the jurisdictional limits of this Court and 
estimated to be at least $2,000,000.00.  When the monetary 
damages are fully ascertained, Jacoby will seek leave to amend 
this Complaint accordingly.  Jacoby will be further damaged in 
like manner so long as defendants' conduct continues.  
 
TWELFTH CAUSE OF ACTION 
 
(Declaratory Relief) 
 
73.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 72 of this Complaint.  
 
74.  The Partnership Agreement was not for any definite term or 
for any particular undertaking. Accordingly, the Partnership is a 
partnership terminable at will.  
 
75.  Jacoby announced his intention to dissolve the Partnership 
and gave notice of dissolution on October 12, 1995, as an 
exercise of his authority to dissolve the Partnership by his 
express will.  
 
76.  An actual controversy has arisen and now exists between 
Jacoby and defendants regarding their respective rights and 
duties relating to the Partnership.  
 
77.  Jacoby contends that the conduct of defendants has in the 
immediate past, and will in the future, affect prejudicially the 
carrying on of the Partnership.  
 
78.  Jacoby contends that the conduct of defendants constitutes 
the willful or persistent breach of the Partnership Agreement.  
 
79.  Jacoby contends that the conduct of defendants is such that it 
is no longer practicable to carry on the business of the 
Partnership.  
 
80.  Jacoby contends that the conduct of defendants has been 
such that it is equitable for this court to order a dissolution of the 
Partnership.  
 
81.  Jacoby contends that his announcement and notice of 
dissolution on October 12, 1995 was a valid rightful exercise of 
his authority to dissolve the Partnership by his express will.  
 
82.  Jacoby contends that he is entitled to a decree of dissolution 
of the Partnership pursuant to California Corporations Code 
Sections 15032(1)(c), (d), (e) and/or (f).  
 
83.  Jacoby is informed and believes, and on that basis alleges, 
that defendants dispute the above contentions.  
 
84.  Jacoby desires a judicial determination of his rights and 
duties and a declaration as to the effectiveness and rightfulness of 
the notice of dissolution given to defendants. Jacoby desires a 
judicial determination as to whether the actions of the defendants 
have been such that Jacoby is entitled to a judicial decree of 
dissolution of the Partnership.  
 
85.  Absent the requested judicial declaration, Jacoby will suffer 
irreparable harm of a continuing nature, in that he will not know 
his rights and duties.  Jacoby will be harmed in that defendants 
will refuse to pay to Jacoby his respective interests in the assets 
of the Partnership and other items due Jacoby.  The defendants 
will continue to assert both to Jacoby and to third parties, that 
Jacoby remains liable to such third parties for certain debts 
incurred after the date of dissolution of the Partnership. Other 
irreparable harm will be suffered by Jacoby as result of the 
uncertainty regarding the parties' status as partners.  
 
86.  Jacoby has no adequate remedy at law.  
 
THIRTEENTH CAUSE OF ACTION 
 
(Judicial Winding Up of Partnership) 
 
87.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 86 of this Complaint.  
 
88.  By virtue of the dissolution of the Partnership on October 
12, 1995, that entity must now be wound up pursuant to the 
provisions of California Corporations Code Section 15029, et 
seq.  
 
89.  As of October 12, 1995, the Partnership had substantial 
assets and liabilities.  The assets of the Partnership include 
certain equipment, accounts receivable and other miscellaneous 
assets.  
 
90.  Defendants are currently in the possession of the Partnership 
books, assets and accounts.  Defendants have already denied 
Jacoby access to said partnership assets and records and Jacoby 
believes that defendants will continue to do so despite his 
requests.  
 
91.  Prior to October 12, 1995, the parties were actively engaged 
in the practice of law and in the provision of legal services to a 
substantial number of clients.  As of this time, and for a period 
into the future, the parties must continue to meet their legal, 
professional and ethical obligations to those clients and provide 
them legal services.  Defendants have in their possession the files 
and papers of these clients.  
 
92.  In order to properly protect the interests of Jacoby, Meyers 
and Koff, as well as the interests of each client of the Partnership, 
it is necessary to have an orderly winding up of the business of 
the Partnership.  
 
93.  Absent the intervention of the court to order, direct and 
control the winding up business of the Partnership, Jacoby will 
suffer irreparable harm in that assets may be dissipated, liabilities 
could increase and clients may not be properly served.  
 
94.  Jacoby has no adequate remedy at law. Pursuant to 
California Corporations Code Section 15037, Jacoby seeks such 
orders of this court as are necessary and appropriate to obtain a 
court supervised winding up of the Partnership.  
 
FOURTEENTH CAUSE OF ACTION 
 
(For An Accounting) 
 
95.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 94 of this Complaint.  
 
96.  By virtue of the dissolution of the Partnership it is necessary 
to obtain from defendants an accounting of the affairs of the 
Partnership.  Such an accounting is authorized pursuant to 
California Corporations Code Section 15043.  
 
FIFTEENTH CAUSE OF ACTION 
 
(Appointment of a Receiver) 
 
97.  Jacoby repeats, realleges and incorporates by this reference 
as though fully set forth each and every allegation in paragraphs 
1 through 96 of this Complaint.  
 
98.  Unless a receiver is appointed to take possession of and 
manage the Partnership assets and its proceeds, the assets, the 
business, and the proceeds thereof are in danger of being wasted 
and dissipated by the defendants.  Jacoby has no adequate 
remedy at law to prevent this result and, unless a receiver is 
appointed, will suffer great and irreparable harm.  
 
99.  A receiver should be appointed by the court to hold the 
Partnership property and wind up Partnership affairs, in order to 
carry into effect the judgments and orders of this court, and to 
insure Jacoby against the dissipation, destruction and loss of his 
interests in the Partnership assets.  
 
WHEREFORE, Jacoby prays for judgment against defendants 
and each of them, as follows:  
 
A.   On the First, Third, Fifth and Tenth Causes of Action:  
 
1.  For compensatory and consequential damages, according to 
proof; and  
 
2.   For an order requiring defendants to show cause, if any they 
have, why they should not be enjoined as set forth in this 
complaint, during the pendency of this action;  
 
3.   For a temporary restraining order, a preliminary injunction, 
and a permanent injunction, all enjoining defendants, and each of 
them, and their agents, servants, and employees, and all persons 
acting under, in concert with, or for them:  
 
a.   To arrange for the re-establishment of the principle place of 
business of the Partnership in Los Angeles, California:  
 
b.   To deposit in the California office of the Partnership all of 
the books and records of the Partnership, together with all of the 
documents and papers pertaining to the business of the 
Partnership; and  
 
B.   On the Second, Sixth, Seventh, Eighth and Ninth Causes of 
Action:  
 
1.  For compensatory and consequential damages, according to 
proof; and  
 
2.  For punitive damages in an amount appropriate to punish and 
to make an example of defendants, and each of them; and  
 
 
C.   On the Fifth and Eleventh Causes of Action:  
 
1.   For an order requiring defendants to show cause, if any they 
have, why they should not be enjoined as set forth in this 
complaint, during the pendency of this action;  
 
2.   For a temporary restraining order, a preliminary injunction, 
and a permanent injunction, all enjoining defendants, and each of 
them, and their agents, servants, and employees, and all persons 
acting under, in concert with, or for them:  
 
a.   From using any partnership Property for their own use and 
expending any partnership Property for other than ordinary and 
necessary business expenses;  
 
b.   From transferring the property or any interest in the property 
of the Partnership pending resolution of this action;  
 
c.   To pay Jacoby the same compensation, expense and benefit 
amounts paid, if any, to Meyers; and  
 
d.   To specifically perform their 
obligations, including without limitation the payment of money 
to Jacoby, of the Memorandum Agreement;  
 
D.   On the Twelfth Cause of Action: 
 
1.   For a judicial declaration that the Partnership was rightly and 
validly dissolved by Jacoby on October 12, 1995;  
 
2.   For a judicial declaration that the defendants through their 
actions and omissions dissolved the partnership;  
 
3.   For a judicial declaration that the Partnership be and is 
dissolved by virtue of the action of defendants establishing cause 
for dissolution;  
 
4.   For a judicial declaration of the rights and duties of the 
Partners and in particular the rights of Jacoby to his respective 
pro rata shares of the net assets of the Partnership;  
 
5.   For an order or orders directing that the Partnership be wound 
up under the supervision of the court; and  
 
E.   On the Thirteenth Cause of Act:ion:  
 
1.   For a temporary restraining order, a preliminary injunction, 
and a permanent injunction, all enjoining defendants, and each of 
them, and their agents, servants, and employees, and all persons 
acting under, in concert with, or for them from:  
 
a.   Acquiring any interest in real property, including leasehold 
interest;  
 
b.   Entering into loans, drawing upon lines of credit, or 
borrowing funds;  
 
c.   Entering into any single contract with obligates the dissolved 
Partnership to expend funds in excess of $3,000.00;  
 
d.   Expending funds for the purchase or acquisition of equipment 
or capital assets which exceed the sum of $3,000.00;  
 
e.   Granting any interest in any Partnership asset, including any 
pledging, assigning or alienating of such assets;  
 
f.   Making distributions, in any amount whatsoever, from the 
assets of the dissolved Partnership to Meyers and/or Koff;  
 
g.   Admitting any new partners to the 
dissolved Partnership or changing the status or interest of Jacoby 
in the dissolved Partnership;  
 
h.   Failing to comply with the written 
directives of clients relating to the possession and control of 
client files and papers or otherwise interfering with the ability of 
Jacoby to meet his obligations to clients and meet ongoing court 
and business deadlines;  
 
i.   Refusing to sign substitution of attorney forms;  
 
j.   Precluding Jacoby from complete access to all client files for 
mattes Jacoby was handling prior to dissolution;  
 
k.   Representing to anyone that defendants are a continuation of 
or successor to the dissolved Partnership;  
 
l.   Removing from the premises occupied by the dissolved 
Partnership the files and papers of any clients except as may be 
expressly authorized in writing by the client;  
 
m.   Precluding Jacoby from complete access to the premises of 
the Partnership;  
 
n.   Removing from the premises occupied by the dissolved 
partnership the books, records, and accounts of the dissolved 
partnership;  
 
o.   Refusing to allow Jacoby access to his office, forms, form 
files, word processing disks personal effects, and diskettes and 
the equipment to access same;  
 
p.   Tampering with, copying, altering, 
eliminating, destroying or accessing any information, documents 
or materials found or contained in computers, computer memory 
systems, disks, diskettes or other magnetic medium used in 
conjunction with the operation of the Partnership; and  
 
q.   Undertaking any other actions or 
omissions as are contrary to the interests of Jacoby and his rights 
under the law; and  
 
F.   On the Fourteenth Cause of Action: 
 
1.   For an order compelling the defendants to render a full and 
complete accounting of all partnership business; and  
 
G.   On the Fifteenth Cause of Action: 
 
1.   For the appointment of a receiver to take possession over the 
management and control of the partnership property and assets, 
to wind up Partnership affairs and control Partnership business 
until the winding up is completed, and to keep Partnership assets 
until their division among the Partners;  
 
H.   On All Causes of Action: 
 
1.   For costs of suit incurred herein; 
 
2.   For prejudgment interest; 
 
3.   For reasonable attorneys' fees; and  
 
4.  For such other and further relief as the Court deems just and 
proper.  
 
Date: 
 
QUINN, KULLY AND MORROW 
A PROFESSIONAL LAW CORPORATION 
JOHN J. QUINN 
DAVID S. EISEN 
MICHAEL H WALIZER 
By 
by Michael H. Walizer 
Attorneys For LEONARD D. JACOBY 
 
=========================================  
 
JURY DEMAND 
 
 
LEONARD D. JACOBY hereby demands trial by jury of all 
issues property triable thereby. Date:  
 
QUINN, KULLY AND MORROW 
A PROFESSIONAL LAW CORPORATION 
JOHN J. QUINN 
DAVID S. EISEN 
MICHAEL H. WALIZER 
By 
by  Michael H. Walizer 
Attorneys For LEONARD D. JACOBY