EFTA00299556.pdf

Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 1 of 5 DISTRICT COURT OF THE VIRGIN ISLANDS. DIVISION OF ST. THOMAS AND ST. JOHN X J.P. Molyneux Studio, Ltd. and Juan Pablo Molyneux FIRST AMENDED COMPLAINT -against- Case No. 3:10-cv-00034 Jeffrey Epstein and L.SJ., LLC. X PLAINTIFFS, by and through the undersigned counsel, for their First Amended Complaint allege as follows: JURISDICTION AND AMOUNT IN CONTROVERSY 1. PlaintiffJuan Pablo Molyneux is a citizen of the State of New York. 2. PlaintiffJ.P. Molyneux Studio, Ltd. is incorporated in the State of New York and maintains its principal place of business in the State of New York. 3. Defendant Jeffrey Epstein is a citizen of the Territory of the U.S. Virgin Islands. 4. Upon information and belief, the remaining Defendant, L.SJ., LLC, is organized in the State of Delaware and maintains its principal place of business within the U.S. Virgin Islands. 5. This Court has original jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a) because the amount in controversy exceeds $75,000, exclusive of costs, interest and disbursements and the Plaintiffs and Defendants are citizens of different states. 6. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(a), (c). EFTA00299556 Case: 3:10-cv-00034-cVG -RM Document #: 8 Filed: 06/11/10 Page 2 of 5 FACTS COMMON TO ALL COUNTS 7. Juan-Pablo Molyneux is a world-renowned interior designer. 8. Jeffrey Epstein, via his company L.S.J., LLC, is the owner of Little Saint James, a 70-acre island within the U.S. Virgin Islands. 9. In 2005, the parties entered into an agreement whereby the Plaintiffs would provide design services for the residential compound Epstein was constructing on Little Saint James. 10.Subsequently, disputes arose between the parties with respect to the design services to be provided by Plaintiffs. 11.On May 15, 2009; the parties entered into a Settlement Agreement, annexed hereto, whereby the Defendants released all claims they might have had against the Plaintiffs in exchange for $1.2 million. 12.Following the Settlement Agreement, the parties entered into a written contract on May 15, 2009, entitled Agreement for Design Services ("Design Services Agreement"), annexed hereto, wherein the parties agreed that the Plaintiffs would perform certain design services related to the office pavilion being constructed by Defendants on Little Saint James, for which Plaintiffs would credit Defendants' account with Plaintiffs in the amount of $250,000 to be applied toward such services. The specific services to be provided were itemized on Exhibit B to the Design Services Agreement (the "Exhibit B Services"). 13.The Settlement Agreement specifically provides that the Design Services Agreement "shall not be treated as an inducement to the execution of the Settlement Agreement." Settlement Agreement at 1 2. 14.Subsequent to the execution of the Design Services Agreement, Plaintiffs, with the assistance of an internationally-known woodworking craftsman, undertook to and did perform the Exhibit B Services, thereby satisfying their obligations pursuant to the Design Services Agreement. 2 EFTA00299557 Case: 3:10-cv-00034-CVG -RM- Document #: 8 Filed: 06/11/10 Page 3 of 5 15.On January 26 and 27, 2010, Plaintiffs travelled to Little Saint James to supervise the final stages of the work pursuant to the Design Services Agreement. It was agreed that Epstein would be present in order to give his approval of the work. Epstein, however, failed to attend this agreed meeting. 16.On March 10, 2010, Defendants' agent created a Punch Liit cataloguing certain tasks remaining to be completed pursuant to the Design Services Agreement 17.On March 22, 2010, Plaintiffs again travelled to Little Saint James to meet with Epstein in an effort to finalize the work performed by Plaintiffs pursuant to the Design Services Agreement. Epstein again failed to attend the agreed meeting. In an effort to perform their obligations under the Design Services Agreement, Plaintiffs and their representatives, nevertheless, undertook to complete, and did complete, the Punch List items falling under the Design Services Agreement. 18.On March 25, 2010, Defendants' agent signed offon all items enumerated on the Punch List by signing it and noting that all the woodwork on the list was done with the exception of three minor items, none of which was specified in Exhibit B to the Design Services Agreement 19.Although their agent had signed off on the Punch List Defendants' counsel sent a letter to Plaintiffs on April 15, 2010, claiming that Plaintiffs had failed to perform their obligations pursuant to the Design Services Agreement 201n the letter, Defendants' counsel also claimed that the Plaintiffs fraudulently induced Defendants to enter both the Settlement Agreement and the Design Services Agreement 21.In an effort to resolve the dispute, Plaintiffs' representatives once again traveled to Little Saint James on April 29, 2010 to meet with Defendants' representatives. The meeting was unproductive and Defendants' counsel continued wrongfully to insist that Plaintiffs had not satisfied their obligations with respect to the Design Services Agreement. 3 EFTA00299558 Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 4 of 5 FIRST CLAIM DECLARATORY JUDGMENT 22. Plaintiffs repeat and reallege the allegations contained in paragraphs one through 21 above. 23. There are justiciable controversies with respect to the following issues: a. Whether the Plaintiffs substantially performed their duties as required by the Design Services Agreement; b. Whether Defendants violated their duty of good faith and fair dealing under the Design Services Agreement by engaging in conduct that was inconsistent with the terms and purpose of that agreement and the reasonable expectations of the parties by, among other things: (a) wrongfully rejecting the Plaintiffs' work with respect to the Exhibit B Services; and, (b) absenting themselves from the meetings between the parties which were held to resolve their differences, thereby interfering with and failing to cooperate with Plaintiffs in the performance of their obligations; and c. Whether, as alleged in Defendants' April 15, 2010 letter, Plaintif fraudulently induced Defendants to enter the Settlement Agreement and the Design Services Agreement. 24.A declaration of the rights among the parties is warranted pursuant to 28 U.S.C. § 2201. WHEREFORE, Plaintiffs demand judgment against the Defendants as follows: a. Adjudging and declaring that Plaintiffs substantially performed their duties as required by the Design Services Agreement; 4 EFTA00299559 Case: 3:10-cv-00034-CVG -RM Document #: 8 Filed: 06/11/10 Page 5 of 5 b. Adjudging and declaring that the Defendants violated their duty of good faith and fair dealing under the Design Services Agreement; and c. Adjudging and declaring that Plaintiffs did not fraudulently induce Defendants to enter the Settlement Agreement or the Design Services Agreement, and that the Settlement Agreement and Design Services Agreement are valid and enforceable; and Awarding such other and further relief as the Court deems equitable and just. Respectfully Submitted, Rosh D. Alger Esquire, LLC • Attorneys for Plaintiffs DATED: June 11, 2010 St. Thomas, U.S. Virgin Islands By: s/ Rosh D. Alger Roth D. Alger, Esq. VI Bar No. 932 PMB 10 Royal Dane Mall #12 St. Thomas VI 00802 Tel. Fax 5 EFTA00299560 0 2 Us Otatooar Cc&ant Case: 3:10-cv-00034-CVG-RM Document #: 8-1 Filed: 06/11/10 Page 1 of 1 • Oaf 44 (Aso 11441 CIVIL COVER SHEET Then 44 civil ant Abu mid kfuretan ocantanuf Seta: natter tapioca oat the Oki endure/4e 0(p:cad:rim of alai papas as bY fre. rzta;:: as rovicka by local is<= et aat Thå bianapeassed by @a hdkial Coafacact of do Ualacd Screemba 1974. is tiqurred for the tee or he [late :it for @a 'creole of nehlint tic docket daca. <312 sØ Oat THE ItEvCIt% OF 771E Meta) 1. (a) PLAINTIFFS DEFENDANTS flI ». Molyneux Stada, Ltd. and Imo Pablo Molyneux Jeffrey Epstein and Ic.S.1, LLC (b) Coanyellteddettes canto Irate abbtår New York, NY I Calm «Raider« «nu Listed Dcfaudant St. TEOCOLA VI (rsf m Us ?urn s7e) (IN US.NARTF? CASES 034.7) NOTE: R4 LAND C0141XACHA11074CASES VS t Tnt LOCA11010, THE LAM IthOLYEb. (C) Aliorrity7 Yaw. Mien; TAPhftc Ø(d~ Rosh hfil 10 Royal Dane Mall 12, St. Thomas VI Ma; Denise M. Francois, Esq. 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REQUESTED IN COMPLAINT: VEIL RELATED CASE(S) IF ANY • Dort (S A CLASS AMON DEMANDS UNDEXiii23 O 7 t edi: gaDistriel = it CHECK YES Day ifdaunt:dal kt aapidnt • JURY DEMAND: • 0 yes økt istainnaggle moan Ø741N1317/1 DATE O64J/2O1O rug c Lat tow@ iK/M/S7U/S0FA1701UtS7 Dr @SCOW s/Rosh D. Alger ILD2127T I Dear APPLYING 17-7. JUDGE • MAO NOCE EFTA00299561 . Case: 3:10-cv-00034-CVG-RM Document ti: 8-2 Filed: 06/11/10 Page i of 6 TIILS AGREEMENT, catered into this 15th day of May, 2009, by and among Juan Pablo Molyneux Molyneux Studio, Ltd. (-Studio", and together with 113, -MolyneuxiL.S.J, LLC ("LSJ") and Jeffrey Epstein (-Epstein"). WHEREAS, disputes have arisen between Molyneux, on the one hand, and £SJ and Epstein, on the other hand, relating to payments and deliverables in connection with design and related services by Molyneux for LSJ and/or Epstein with respect to Little St James Island and other properties beneficially owned by Epstein (the "Disputes"); and WHEREAS, the parties hereto desire to settle all Disputes as provided in this Agreement; NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, promises and other provisions contained herein. JP, Studio, LSJ and Epstein (the `Pardee), Intending to be bound, hereby agree as follows: 1. The Parties agree to settle the Disputes, Upon, subject to and in accordance with the provisions of this Agreement 2. On or before May 1E, 2009, Molyneux Alan pay Epstein One Million Two Hundred Thousand Dollars ($1,200,000) by wire transfer of that amount to an account designated In writing by Epstein to Molyneux not later than May 15, ≥009. With the payment of this amount; all claims shall be released and extinguished, except for claims to enforce the provisions of this Agreement or the Design Services Agreement of even date herewith. Said Design Services Alp cement provides its own remedies for any breach thereof, shall not affect the release provisions of this Settlement Agreement, and shall not be treated as an inducement to the execution of the Settlement Agreement 3. (a) Epstein and LS) and each of their surrescors, assigns, heirs, executors and administrators (collectively, the *Epstein Releasors") hereby fully and irrevoCably.release each of JP and Stu-dio, and each of their successors, assigns, principals, heirs, executors, and administrators (collectively, the 'Molyneux Releaseef), of and from any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, debts, expenses, interest, penalties, sanctions, fees, attorneys' fees, costs, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, Issues and controversies of any kind, nature or description whatsoever, whether known or unknown; disclosed or undisclosed, accrued or unaccrued, apparent or not apparent foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent whether direct, derivative, Individual, representative, legal, equitable, or of any type, or in any other capacity; whether based on state, local, foreign, federal, statutory, regulatory, common, or other law, for, upon or by reason of any matter, cause, or thing whatsoever In any way relating to, involying, referring to, arising out of, or based upon, directly or indirectly, any 1 EFTA00299562 Case: 3:10-cv-00034-CVG-RM Document fi: 8-2 Filed: 06/11/10 Page 2 of 6 actions, transactions, occurrences,statethents, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or aoy other matters or things whatsoever, or any series thereof, existing .or occurring on or prior to the date hereof relating in any way to the Disputes. Anything to the contrary in this Section 3(a) notwithstanding, nothing herein shall release the MolyneuxReleasees from any of their respective joint or several obligations under this AgreeMent or the Design Services Agreement (b) JP and Studio and each of their successors, assigns, heirs, executors and administrators (collectively, the lvfolyneux Releasore) hereby fully and irrevocably release each of Epstein and LS), and each of their successors, assigns, principals, heirs, executors, and administrators (collectively, the 'Epstein Rekasee,$), of and from any and all manner of claim's, demands, rights, liabilities, losses, ohligations,.duties, damages, debts, expenses, interest penalties, sanctions, fees, attorneys' fees, costs, actions, potential actions,, causes of action, suits, agreements, judgments, matters, Issues and controversies of any kind, nature or description whatsoever, whether kr-town or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contipgent whether direct, derivative, Individual, representative, legal, equitable, or of any type, or in any other capacity, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law, for, upon or by reason of any matter, cause, or thing whatsoever In anyway relating to, involving, referring to, arising out of, or based upon, directly or Indirectly, any actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, event*, claims or any other matters or things whatsoever, or any series thereof, existing or occurring on or prior to the date hereof relating. in any way to the Disputes. Anything to the contrary in this Section 3(b) notwithStandIng, nothing herein shall release the Epstein Releaseesfrom any of their respectiVe joint or several obligations under this Agreement or the Design ' Services Agreement 4. By entering into thLs'Agreement, the Parties do not Intend to maki, nor shall they be deemed to have made, any admission of liability of any kind whatsoever. The Parties agree that they are entering Into this Agreement for the purpose of settling certain disputes between them and to avoid further expense with respect to those disputes. 5. The Pisties agree that the existence, terms, and consideration paid pursuant to this Agreement are strictly confidential and that this Agreement will not be filed in any court, except in proceedings to enforce this Agreement or the Design Sea-vices Agreement. No Party may reveal any facts about this Ay-cement or the terms of this settlement without the prior, written consent of each of the other Panics; provided, however, that a Party may disclose facts about the settlement (0) to its or his employees, 2 EFTA00299563 Case: 3:10-cur-00034-CVG-RM Document ft: 8-2 Filed: 08/11/10 Page 3 of 6 accountants and attorneys who require the same for the purpose ornerier-ming (heir employment duties or providing professional services to such Party; (ii) to its or his insurers or re-insurers; (iii) as required -by any law, regulation, or rule of a court or court agency, or (iv) in response to a duly authorized subpoena or court order. Before disclosing any facts about the actficanent under provisos (i) or (ii) above, the Party making the disclosure shall inform the receiving party of the terms of this confidentiality provision and shall take reasonable measures to ensure that the receiving party agrees not to make further disclosures of the requested information. Ai least five business days ' prior to disclosing any facts about the settlement under provisos (El) or (iv) above (other than in connection with proceedings to enforce the provisions of this Agreement or the Design Services Agreement), to the extent permissible by law, regulation, rule o f a court or court agency or court order, the Party making or asked to make the disclosure shall inform each of the other-Panics of the proposed ditclosure or request for information, and shall, t1 the request of any Party and at the east of such requesting Party, file any disclosure or response to the request for information about the settlement or the terms of this .Agreement pursuant to a motion or otIlv: formal request that the information be maiittaincd in confidence and/or held under seal. 6. -The Parties agree that the prior drafting history of this Agreement shill not be used to construe any term of this Agreement ThisAgreement has been negotiated by each Party and such Party's respective attorneys, and the language hereof will not be construed for or against any such Party as the principal drafter of this Agreement . • 7. The individnak signing this Agreement and the Parties on whose behalf such indiiiduals are signing hereby represent and wan-ant that they are empowered and authorized to sign on behalf of and bind the Parties for whom they have signet 8. The Parties represent and warrant that, as-of the Effective Date of this Agreement, they have not assigned, conveyed, or otherwise transferred the rights to any claims, demands, causes of action, rights, or obligations related in any way to . the claims to be released in paragraphs 3(a) and 3 (b) to any other person or entity, norshall they hereafter do so. 9. Each Party agrees that this Agreement shall be binding upon the heirs, successors, and assigns of each Party. 10. Each Patty represents and agrees that such Party: (I) has fully reviewed this Agreement and has had the opportunity to seek advice by independent counsel of Its choosing with respect to the same; (ii) fully understands the terms of this Agreement and has entered Into this Agreement voluntarily without any coercion or duress on the part of any person or entity; and (iii) was 3 EFTA00299564 Case: 3:10-cv-00034-CVG-RIvi Document #: 8-2 Filed: 06/11/10 Page 4 of 6 given adequate time to consider all implications of this Agreement prior to entering into it 11. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument Signatures of this Agreement transmitted by fax shall have the same effect as original signatures. 12. This Agreement may not be amended or modified except by a .written Instrument executed by the duly authorized representatives of all of the Parties. Any waiver of any provision hereof must be In writing and signed by the party to be charged with such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose for which such waiver Is given. No failure on the part of ariy Party to exercise, and no delay In exercising, any right, power or privilege under this Agreement shall operate as*a waiver thereof; nor shall any single or partial exercise of any right power or privilege under this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13. Any statements, communications or notices to be provided pursuant to this Agreement shall be In writing and sent by hand delivery or by reputable 'overnight courier to the attention of the Parties Indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) For Epstein and LSJ; Darren K Indyke, Esq. 301 East 66th Street, 10B New•Yori:, New York 10065 For JP and Studio: Jay Goldberg, Esq. 250 Park Avenue Suite 2020' k 10177 14. This Agreement shall be governed by and. construed•1n accordance with the laws of the Virgin Islands applicable to agreements entered into entirely within the Virgin Islands, without regard to the principles of Virgin Islands law regarding conflicts of laws. 4 EFTA00299565 Case: 3:10-cv-00034-CVG-RM Document #: 8-2 Filed: 06/11/10 Page 5 of 6 f rst 15. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of any court sitting In the Virgin Islands over any suit, action or proceeding arising out of or relating to the Disputes. Each Party agrees that service of any protest, summons, notice or document as provided in Section 13 hereof shall be effective service of process for any action, suit or proceeding brought In any such court. Each Party irrevocably and untoriditiolially—WEViianY objection to the laying of venue of any such suit, action or proceeding brought in'any such court and any claim that any such suit, action or proceeding brought in such court has been brought in an Inconvenient forum. Each Pany agrees that a final, non-appealable judgment in any such suit action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be'enforced in any other courts to whose jurisdiction such Party is or may be subject, by suit upon judgment IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by themselves or their duly authorized representatives, aethe case may be, as of the date of the dayand year first above-written. J.P. MOLYNEUX STUDIO, LID. 13y: • JEFFREY EPSTEIN L.S.J., LW JEFFREY EPSTEIN Member EFTA00299566 Case: 3:10-cv-00034-CVG-RM Document fi: 8-2 Filed: 06/11/10 Page 6 of 6 15. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of any court sitting In the Virgin Islands over any suit, action or proceeding arising out of or relating to the Disputes. Each Party agrees that service of any process, summons, notice or document as provided in Section 13 here of shall be effective service of process for any action, suit or proceeding brought in any such --court:--Each Party -irrevocably-and-untonditionally-waives-anrobjection- to-the - laying of venue of any such suit, action or proceeding brought fn any such court and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each Party agrees that a final, non-appealable judgment in any such suit action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any other courts to whose jurisdiction such Party Ls or may be subject, by stilt upon judgment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by themselves or their duly authorized representatives, as the case may - be, as of the date of the dayand year first above-written. MOLYNEW: STUDThO, Br Juan Pablo Molyneux President JUAN PABLO MOLYNEUX l• LSJ LLC By: Member EFTA00299567 • Case: 8:10-cv-00034-CVG-RM Document #: 8-3 filed: 06/11/10 Page 1 of 8 AGREEMENT FOR DESIGN SERVICES THIS AGREEMENT FOR DESIGN SERVICES, isifered into this 15th day of May, 2909, by and among Juan Pablo Molyneux (-jr), Molyneux Studio, Ltd. ('Studio', and together with JP. 1401Ynens..0 LSJ., LLC (si-Sr) and Jeffiry!pstein_r_Epsteinw — • Each-of-the-partiEchlireto (the 'Parties"), intending to be bound hereby, hereby agrees as follows: 1. Upon execution of this Agreement by the parties hereto, in return for good, valuable and suMcient consideration, Molyneux shall credit Epstein's account with Studio in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the 'Credit') to be applied against future services provided by, and out of pocket disbursements and expenses incurred by, Studio, to and for the benefit of Epstein and/or 1.51, as determined by Epstein in his reasonable discretion (the -Covered Service?). 2. With respect to actual services rendered as part of the CoVered Services, Studio shall bill Epstein and apply such bills against the Credit at a rate equal to Five Hundred Dollars (S500) per hour for services rendered by JP and Eighty Dollars (S80) per hour for Studio staff. 3. Without fn any way limiting the foregoing, the Covered Services shall Include those services, disbursements and/orexpenses reasonably determined by Epstein to be necessary or appropriate to complete the clesign, construction, and exterior and interior design and decoration, including furniture and furnishings, of the office pavilion currently under construction on Little St. James Island (the - Office Pavilion"), and will further Include provision of the skilled labor and supervision, and the payment of all expenses and disbursements In connection therewith, necessary for the proper Installation, resbining and refinishing of the cabinetry already delivered to Little St. James byAtelfer Fancelii. ,4. Notwithstanding the provisions of Section 3 hereof, the parties acknowledge that the labor charges for the installation of such cabinetry were included In a pre- existing purchase order between Studio and Epstein, attached hereto as- Exhibit A, and agree that such labor charges shall be paid for by Molyneux without application • of the Credit against the same. S. It is a material term of this agreement that as part of the. Covered Services Molyneux shall furnish and cause to be properly installed and completed at the Office Pavilion by January 1, 2010 all of the items listed on Exhibit B hereto and that the Office Pavilion will be completed to Epstein's reasonable satisfaction by January 1, 2010. Molyneux agrees that the' aggregate amount to be applied against the Credit for the provision, installation and completion of all such Items shall not 'exceed the amount of the Credit and that neither Epstein nor 1.53 shall have any liability to make any payment to Molyneux in respect of any such Items. EFTA00299568 Case: 3:10-cv-00034-CVG-RM Documeril ft: 8-3 -Filed: 06/11/10 Page 2 of a f I 6. In the event that by the fifth anniversary of the date that this Agreement is executed by all of the parties hereto, Studio shall not have provided Covered Services in an amount equal to the Credit, then "on the date of such fifth anniversary, Molyneux shall pay Epstein the unapplied balance of the Credit by wire transfer to an account designated in writing by Epstein to Molyneux (the 'Designated Accountsj — terrdays-iniorfirthe-fildrATIDIvezary date. la The event that Molyneux Is deemed In breach of this Agreement In accordance with the provisions of Section 8 hereof, then, effective as of the date that Molyneux Is in breach under Section R hereof, the unapplied balance of the Credit as of such date shall be due and payable to Epstein. Promptly upon demand by Epstein to Mo/yneux, Molyneux shall pay Epstein such unapplied .balance by wire transfer to the Designated Account specified in such demand. • 7. In the event that • Moiyneux should breach any term of this Agrcernent, Epstein shall give him written notice and ten days' opportunity to cure before , Molyneux shall be deemed to be in breach. 8. In the event of breach of a material twin bf this Agreement, Including, without limitation, a failure to complete the provision and properInstallation and .- completion of any one or more of the items on Exhibit 13 by January i s 2010 or the failure to complete the Office Pavilion to Epstein's reasonable satisfaction by January 1, 2010 which Is not cured by Molyneux Molyneux shall pay Epstein as - liquidated damages $250,000 within 30 days of the expiration of Molyneux's ten day opportunity to cure. The parties hereto understand and agree that such 5250,000 • payment is in addition to the payment of the unapplied balance of the Credit pursuant to Section 6 hereof. The parties hereto agree that In the event of such a material breach, the actual amount of damages sustained by Epstein and LSJ would be difficult to ascertain and, under the circumstances, the amount of these liquidated damages is fair and reasonable. 9: JP. states that neither he nor Studio is an architect and have not held themselves out as same regarding the services to be rendered under this Agreement. Further, Epstein and LSJ acknowledge that JP and Studio have not held themselves out as an architect regarding the services to be Tendered under this Agreement 10. This Agreement constitutes the entire agreement between the Parties regarding the-provision of the Covered Services. Each Party acknowledges that such Party has not executed this Agreement In reliance on any representation, Inducement, promise, agreement, or warranty that Is not contained In this Agreement or the Settlement Agreement. I L The Parties agree that the prior drafting history of this Age cement shall not be used to construe any term of this Agreement This Agreement has been negotiated by each Party and such Party's respective attorneys, and the language 2 EFTA00299569 Case: 3:10-cv-00034-CVG-RM Document ft: 8-3 Filed: 06/11/10 Page 3 of 8 (-) hereof will not be construed for or against any such Party as the principal drafter of . this Agreement. 12. The individuals signing this Agreement and the Parties on whoSe behalf such Individuals arc signing hereby represent and wan-ant that they are empowered and authorized to sign on behalf of and bind the Parties for whom they have signed. 13. . Each Party agrees that this Agreement shall be binding upon the heirs, successors, and assigns of each Party. 14. Each Party represents and agrees that such Partya (i) has fully reviewed this Agreement and has had the opportunity to seelcadvice by independent counsel of its choosing with respect to the. same; (Ii) fully understands the terms of this Agreement and has entered Into th isAgreern mit voluntarily without any coercion or duress on the part of any person or entity; and (iii) was given adequate time to consider all implications of this Agreement prior to entering into it • 15. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument Signatures of this Agreement transmitted by fax shall have the same effect as original signatures. 16. This Agreement may not be amended or modified except by a written instrument executed by the duly authorized representatives of all of the Parties. Any waiver of any provision hereof must be in writing and signed by the party to be charged with such waiver. Any such waiver tall be effective only in the specific instance and for the specific purpose for which such waiver is given. No failure on the part of any Party to exercise, and no delay In exercising, any right, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 17. Any demands, statements, cominunications or notices to be provided pursuant to this Agreement-shall be In writing and sent by hand delivery or by reputable overnight courier to the attention of the Parties indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) For Epstein and 1.51: Darren K Indyke, Esq. 301 East 66th Street, 108 New York, NY 10065 3 EFTA00299570 Case: 3:10-cv-00034-CVG-RM Document it 8-3 Filed: 06/11/10 Page 4 of 8 I I (b) For JP and Studio: Jay Goldberg, Esq. 250 Park Avenue Suite 2020 oric 10177 18. This Agreement shall be governed by and construed in accordance with the laws of the Virgin Islands applicable to agreements entered into entirely within the Virgin Islands, without regard to the principles of Virgin islands' law regarding conflicts of laws. 19. Each Party Irrevocably and unconditionally submits to the exclusive jurisdiction of any court sitting In the Virgin islands over any suit, action or proceeding arising out of or relating to the Disputes: Each Party agrees that service of any process, summons, notice or document as provided In Section 17 hereof shall be effective service of process for any action, suit or proceeding brought In any such court Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit action or proceeding brought in such court has been brought in an inconvenient forum. Each Party agrees that a final, non-appealable judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any other courts to • whose jurisdiction such Party is of may be subject by suit upon Judgment 20. The Parties agree that the existence, terms, and consideration paid pursuant to this Agreement are strictly confidential arid that this Agreement will not be filed in any court, except in proceedings to enforce, this Agreement or the Settlement Agreement. No Tarty may reveal any facts about this Agreement or the terms of any settlement of which this Agreement is part without the prior, written consent of each of the other Parties; provided, however, that a Party may dicelose facts about the settlement (i) to its or his employees, accountants and attorneys who require the same for the purpose of performing their employment duties or providing professional services to such Party; (d) to its or his insurers or re-insurers; ciii) as required by any law, regulation, or rule of a court or court agency; or (iv) in response to a duly authorized subpoena or court order. Before disclosing any facts about the cmtlement under provisos (i or (ii) above, the Party making the disclosure shall inform the receiving party of the terms of this confidentiality provision and shall take reasonable measures to ensure that the receiving party agrees not to make further disclosures of the requested Information. At least five business days prior to disclosing any facts about the settlement under provisos (iii) or (iv) above (other than in connection with proceedings to enforce the provisions of this Agreement or the Design Sex-vices Agreement), to the extent permissible by law, regulation, role of 4 EFTA00299571 • •• Case: 3:10-cv-00034-CVG-RM Document #: 8-3 Filed: 06/11/10 Page 5 of 8 (1) C) a court or court agency or court order, the Party making or asked to make the ditekeure shall inform each of the other Parties of the proposed discla.snrc or request for information, and shall, at the request of any Party and at the cost of such requesting Party, file any disclosure or response to the request for information about dansettlement or the terms of this Agreement pursuant to a motion or other formal request that the information be maintained in confidence and/or held under seaL . ' • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by themselves or their duly authorized representatives, as the case may be, as of the date of the day and year first above-written. I.P.MOLYNRUX STUDIO, LTD. By. Juan Pablo Molyneux President YUANPABLO MOLYNEUX L.S.T., LW By: Member EFTA00299572 Case: 3:10-cv-00034-CVG-RM Document #: 8-3 Filed: 06/11/10 Page 6 of 8 a court or court agency or court order, the Party snaking or asked to make the disclosure shall inform each of the other Parties of the proposed disclosure or request for information, and shall, at the request of any Party and at the cost of such requesting Party, file any disclosure or response to the request for Information about the settlement or the terms of this Agreement pursuant to a motion or other formal requat that the information be maintained In confidence and/or held under can]. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by themselves or their duly authorized representatives, as the case may be, as of the date of the day and year first above-written. MOLYNEUX STUDIO, LTD. 0 lo Pefolynen; • MOLYNEUX • JEFFREY EPSTEIN • L.S.J., LLC By: JAMEY EPSTEIN ?&ember - 5 EFTA00299573 Case: 3 1 0-cv-000 34-C(7G4DVI[siLladjin ent it 8-3 Filed: 06/11/1 OntF hagess41forMumf 7, 06 29 FAST69,a Srstf:ET ),IN 103 t ' law Isina =CUM: ARCHITECTURAL INTER /( >RS S: DECORATION FANCEal PANELING 24 EAST 6411i STREET -NEW YORK-NY-1002-1 212-935.6537 212-935-6538 Pax RUE C//AN)N • 'Saki r ACV I. ..w4../ma tit 10/I 4/2008 HALL - . w. Qt:AATITY DESCRIPTION UM COST arrksii En cc tit Woodworking FABRICATION & INSTALLATION of light oak with waxed fusishcabiocuy per IPM design. Will include survey, shop drawings, moldings of bate, lower cabintery with doors and upper booksheives 3 hidden cabinet doors and interior window shutter columns with bases and crown. Will include packing insurance and waterproof container to Si thomas and crew travel. Cost not include 2 globes, flat base (stone) transportation of goods to St. James, scaffolding, local taxes, customes or workman's accomcdatices • NOTE MS PO REPLACES POC2680 780,000.00 780,000.00 Deposit Required: S 0.00 $ 780,000.00 OKI Payments: S 780,000.00 Account(: Terms: 100% Deposit tX) NOT PROMS TIM MINX I 1:4-1-..1T SITIAVI('AlIONS A.11)1111-11—% AXE cc:v*1r r ADC m.utetif /Lai-OFFICE / OFFICE / ASV ice ATELLER FANCELLI 63 RUE ALBERT DAILLENNE curs, LW-OFFICE OFFICE . au . - bAlt l'utMILUO) 1.1 nr mat OW /VS VI 'MUIR n'lfl ninth yr is.% tin. Rl I RI /AAP ATIIP•11 klAatits Mtwara 11'1 (A INl nnl 10(1112-CatClItNe1,0-44 IUI lo I ti./.10 %U I is 1.1041•112 411K ral IV Ant r4l trip ?WM • occuraystreg FIC<SA //mint t&'%I IN. I NII.M rN %N. 10.7ALE r LI-310-1123 • 29364 AI moirassuman EFTA00299574 Case: 3:10-cv-00034-CVG-RM Document #: 8-3 Filed: 06/11/10 Page 8 of 8 EXHIBIT B In the following Exhibit B, the words I," "me' and "mine' shall refer to Juan Pablo Molyneux and the words you and "your shall refer to Jeffrey Epstein. propose to include all of the following services and items for the $250,000 that we have agreed: The Office/ Library: Fancelli will complete the installation at no cost to you. This means that you will not be responsible for any Fancelli installer expenses Including travel, lodging, food, incidentals; etc. After Fancelli finishes the Installation, I will decide if the color of the paneling is . adequate for the overall ambiance. If it Is not, I will select color with your approval and restain and refinish cabinetry as part of the services I will provide and at no cost to you. The desk .1 will include will be a bronze contemporary' desk (Design JPM) with a modern swivel desk chair. I will also include a guest desk chair and a desk set. lite desk lamp I will Include will also be contempOrary. I will include an upholstered window seat cushion for the window seat built into the cabinetry. In Will Include 4'pillows (silk velvet • with custom tassel trim). For the sitting area, I will Include four large scaled club chairs upholstered in a cut cotton velvet (Bevilacqua Fabric), two contemprary reading lights, a coffee table (Design JPM) with a unique tiger coral parquetry top, a pair of contemporary Celestial and Terrestrial Globes (Design JPM, from the movie by John Ford), I will provide with your approval the de_sign (which Includes selecting, but not purchasing the materials) for the floor of the structure. I will also include a carpet which will be a sisal and the hardware for the cabinetry, which will be all bronze with shapes of marine fauna. I will also provide lighting and editing design with your approval. for the structure. I will provide the ceiling painting'WhIch was previously ordered which I Will have delivered to St. Thomas and oversee the proper installation of the same on the ceiling. I will provide back-up documentation to you for the prices and billable hours (at the rates in the Design Services Agreement) for the above items and services and if the total amount falls short of $250,000, I will provide other Items at my reasonable discretion to complete the Office Pavikon so that the total amount equals $250,000, i wgl make two trips /visits to Little Saint James island on dates determined by me in my reasonable discretion to be necessary or appropriate to oversee, perform and complete the above work. EFTA00299575 Kristen Goff 'torn: ant: may, March 17.2010 B13 AM o: Kristen Goff; Pilot MolsrneUx Subject: Fw Categories: Red Category Front: Date: Wed, 17 Mar To: Aurelien Paris Subject: Fw: Sent from my BlackBerry0 wireless device ••••••••• From: Jeffrey Epstein Date: lialiia:19:35 -0400 To: jp Cc; Gary Kemey<0 I Darren Subject: yOU are only to communicate with gary kearncy, me or through your annys to darren, Doug does not have all the facts. • The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this • communication or any pan thereof is strictly.prohibited and may be unlawful. If you have received this communication in error, plea " ' I by return e-mail or by e-mail to and destroy this communication and all copies thereof, including all attachments. airit 11,3: 17? I EFTA00299576 Document #013 Sent from my plackBerey wireless device Date: Wed, 1.e.firareale From: VougSChoettlQ To: <-. 9 aolstint> ' Cc: c i < Rowlesof Subject: Fanc Punch List Meeting August 20th 2010 ; FANCELLX PUNCif LIST Wood Paneling at LS) office -- ....„ _ — --:-.. 5F.: _ -,.. z.ic-- 1-1-: Complete the installation of the toe molding at the baseboard. Material-sr(site. a. Install closure trim piece of oakbelotabe picture window sill to falip. n3E:approx. •---• :::,-- 3 cm high, the length of the window. • -- t-r- --3::— Finish rough, unfinished end condition at the sliding panels at thea:dcture window. Pr: Drill, file and sand perforations at tilt down. desk panels to remo vce` l.1 rosi0.-and ..: ragged edges- IS! Glue and Carp open joints in paneling through out the room. C/a i. .6: Generally sand rough finishes and raised grain at paneling through out the room. tic Replace tortise shell inlay where:it is pieced or flaking and delaminating. - - AC Repair cabinet door hardware so that the serer: does not loosen when the handle is rotated to operate door and so the hardware does not rattle. .S.:— Supply and -install two turtle pulls at tilt, down desk panels. at all cabinet doors with metal mesh in a dark color that will not rust. It. Replace th e non functioning blackboards with slate that will take chalk. • The existing surface has been wiped clean with water and dried. The surface does not take chalk satisfactorly. - 1---if. Provide additional light bulbs for the shelf lights inside the cabinets and provide the specification. 7--13. CottFinn the--.-4,x-of-tite-carpet-ond-provide-under--padding- P4-puti--14- The staining of the cornice should be like the Escorial Librat-y with light and n _dark. Pli-buriS-The staining of the columns should highlight the carvings with light and dark. punt 16.A13. wood surfaces in the room are to be finished, currently the undersides of the desk tops are unfinished. r r17.Interiors of the cabinets are to be stained darker so as not to appear orange when the shelf netts are on. Afaria. All wood surfaces are to be varnished. 19. The sliding panels are unfinished plywood, how are they to be finished? 20. /912- WO) tilaf e K- 15 DOil/ Ca- Div n it C-- Lis -7- c)-774-C-- a- -Pi -Aid gyp kl (5.5 va-, I. - ,- ,iv 13 vs 1---( rc i?)c 1-65 2- . .^fi'l u5 PT/1(400o 6a6 7/ l 'el2 6( -rml/f (7 3. 13 C-AcK-430 Ale- Ix fr<4 fix, PDEFENDANT'S IBIT 11••••In. EFTA00299577 Document #014 Meeting August 20' 2010 : Istv Mai Cr* Mcl.nerh Studo 29 East 69th itrer. Following the on site meeting March 22. • • 33.- 2010, the Client RePtearantathrt Molyneux Studio. Fanceib Paneling: Gary KIP Ray, Juan Pablo molvnevx .9P6 N tcSkS OS WORK APPROVRt : Si. lamas cc p :rn•nr..9„ At 3k5123t0 Jean Pierre Fincelli In regard ig the uttle Saint James Of Ce NeCt • glace t: par prx Molyneux Stud* Purchase Order =2680 Fined& Paneling Invoice = 1024 " 4. sato tria 2_ SENS ?Ana) 6Ut1 Li 3I C. OM 4 A-tAct. Office Complement. re:it-ACC 2:04ftb Molyneux Studio Purchase Order =8321 4-3 — Fancelh Paneling Invoice = 1098 The work executed by Fancelli Paneling toll:A-mg the project desired by Molyneux Studio. and Car rectsonS executed March 19. 23". are approved and accepted by the client r epresentsuve and by Molyneuit Studio. Balance on completed work is now due. St James Island. US vt. March 23, 2010 Client Representative Designer Gary Ker.rleY ) 9:)_ a Yuan Pabro 1:101.yneux Conti 3CIC r Jean Pierre F. anc,≤Ht EFTA00299578 {lit- 7 LAW OFFICES OF JAY GOLDBERG, 250 PARK AVENUE TWENTIETH FLOOR NEW YORK. NY 1017 7-007 7 ♦CLC PM/4C Lital 003.0000 TEIACWITA Met I 143•0008 May 10, 2010 VIA E-MAIL: Darren K. Indyke, Esq. Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, New York 10065 FOR USE DURING LITIGATION Dear Darren: Reference is made to my previous letters to you. As the record will show, two punch lists were given to Mr. Molyneux and Mr. Fancelli. Both were satisfied by checkmarks and a signature of a person with authority to bind Mr. Epstein. If there are additional items which your client believed warranted Mr. Fancelli's attention, your client should have been on the island and not "laid back in the grass", claiming that there are new problems which were overlooked when your client's personnel prepared the punch list. Mr. Fancelli traveled from Italy and had one of his craftsmen journeyed from Moscow, but still your client did not appear on any of the three days selected by your client. Mr. Molyneux has said that despite the fact that the Design Services Agreement gives him the authority to judge whether the color of the paneling is consistent with the overall ambiance of the library, he is willing -- and this has been expensed to you and your client for some time — to have Mr. Fancelli return to the island to finish the cabinetry as you wish, with Mr. Molyneux and a representative of his staff present. But the responsibility must be your client's to arrange for Mr. Fancelli and his craftsmen to appear, pre-pay their expenses and that of Mr. Molyneux and a EFTA00299579 representative of his office, and to pay for the expense of refinishing the cabinetry with the color your client finds desirable. My previous correspondence should be. taken n the response to your later served Notice to Cure. This whole controversy could have been avoided had your client taken the time to appear at the island. 29 EFTA00299580