Cold River Records v. Armiger

E-FILED
11/7/2017 9:33 PM
CLERK & MASTER
DAVIDSON CO. CHANCERY CT.
CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE
PETE OHEERON d/b/a COLD )

RIVER RECORDS, COLD RIVER )
MUSIC, AND COLD RIVER )
MANAGEMENT, )
)
Plaintiffs & Counter-Defendants, ) Case No. 17-1187-I
)
v. )
)
KATIE ARMIGER, )
)
Defendant & Counter-Plaintiff )
ANSWER AND COUNTERCLAIM
Defendant and Counterclaimant Katie Armiger (Ms. Armiger) hereby answers the
complaint of Plaintiffs and Counter-Defendants Pete OHeeron d/b/a Cold River Records, Cold
River Music, and Cold River Management (Collectively Cold River or Mr. OHeeron). Any
allegation contained in the Complaint that is not expressly admitted is hereby denied.
FIRST DEFENSE
1. This paragraph contains legal argument and does not require a response.
Nonetheless, Ms. Armiger specifically denies that Mr. Little served as an agent or attorney of
hers on October 31, 2017, when he tweeted that Mr. OHeeron was scum. Nor did Ms.
Armiger encourage Mr. Little to post a tweet calling Mr. OHeeron scum. Mr. Little did so
because he, of his own accord, believed Mr. OHeeron to be scum based on statements the
Plaintiff made to Billboard magazine. After Mr. Little made the referenced statement, Ms.
Armiger contacted him about serving as her attorney.
2. Admitted.
3. Admitted.
4. Admitted.
5. Admitted.
6. Admitted.
7. Denied as written.
8. Denied.
9. Admitted.
10. Admitted.
13. Admitted that Cold River filed a motion in federal court, but denied that it had
any merit.
14. Denied as written. Both parties negotiated and signed the long-form Settlement
Agreement.
15. Admitted as to the body text.
16. Admitted that the Settlement Agreement contains such language, but denied that
the paragraph as written provides all necessary context for that language.
17. Admitted.
the paragraph as written provides all necessary context for that language.
19. Admitted.
20. Admitted that counsel wrote a letter, but denied that anything in that letter was
factually or legally accurate.
2
21. Admitted that counsel for Mr. OHeeron wrote the paragraph quoted, but denied
that counsel proposed anything reasonable.
22. Admitted that the quoted language is correct, but denied that it provides all
necessary context for the statements therein.
the paragraph as written provides all necessary context.
24. Admitted that Ms. Armiger came forward about her experience with sexual
harassment as a female artist in country music, but denied that the characterization of her actions
is correct. It is further denied that Plaintiffs were unaware of the harassment.
25. Denied.
26. Denied.
29. Ms. Armiger is without sufficient knowledge to admit or deny whether Cold
River received a death threat at its Houston office. The remaining allegations are denied.
30. Denied.
31. Denied.
33. Admitted.
34. Denied as written. The contract speaks for itself.
35. Denied.
36. Denied.
37. Denied.
3
39. Admitted that the quoted language is correct, but denied that it provides all
necessary context for the language referenced therein.
40. Denied. It is specifically denied that Mr. Little was Ms. Armigers agent or
attorney on October 31, 2017, when he called Pete OHeeron scum on his personal Twitter
account in response to Mr. OHeerons statements to Billboard.
41. Denied.
42. Denied.
44. Denied.
45. Denied.
GENERAL DENIAL
46. As to any and all allegations not elsewhere specifically admitted, Ms. Armiger
expressly denies such allegations and demands strict proof thereof.
SECOND DEFENSE
47. The complaint fails to state a claim upon which relief can be granted.
THIRD DEFENSE
48. All allegations of breaches by Ms. Armiger relate to actions subsequent to the
initial and persistent material breach of Mr. OHeeron and Cold River Records. Mr. OHeeron
has been in material breach of the Settlement Agreement since the day it was signed by, inter
alia, refusing to deliver certain assets to Ms. Armiger in accordance with the Agreement,
including but not limited to the website www.katiearmiger.com and the verified Facebook page
4
for Ms. Armiger. Mr. OHeeron has never cured theses breaches, thereby excusing performance
by Ms. Armiger.
FOURTH DEFENSE
49. The claims are barred by the doctrines of estoppel and unclean hands.
FIFTH DEFENSE
50. Retweets are not endorsements.
SIXTH DEFENSE
51. Defendants cannot enforce the non-disparagement provisions of the Settlement
Agreement because such enforcement would be contrary to public policy.
SEVENTH DEFENSE
52. Defendants cannot enforce the non-disparagement provisions of the Settlement
Agreement as to sexual harassment allegations because such enforcement would be
unconscionable.
EIGHTH DEFENSE
53. Defendants, through their actions, waived their rights to enforce the non-
disparagement provisions of the Settlement Agreement.
NINTH DEFENSE
54. Defendants failed to mitigate damages.
TENTH DEFENSE
55. Defendants failed to exhaust the remedies contemplated by the Settlement
Agreement.
ELEVENTH DEFENSE
56. The equities do not favor enforcement of the contract against the Defendant.
5
TWELFTH DEFENSE
57. The Plaintiffs breached the implied warranty of good faith and fair dealing by
acting unreasonably, which denied Defendant the benefits she had under the contract.
THIRTEENTH DEFENSE
58. The Plaintiffs did not suffer any damages.
FOURTEENTH DEFENSE
59. All of Ms. Armigers actions were justified and, therefore, cannot be the basis for
liability.
ADDITIONAL DEFENSES
60. Defendant reserves all affirmative defenses under Rule 8.03 of the Tennessee
Rules of Civil Procedure and any other defenses at law or in equity that may now exist or in the
future be available based on discovery or further factual investigation in this case.
JURY DEMAND
61. Defendant and Counterclaimant Katie Armiger requests a trial by jury on all
issues so triable.
REQUEST FOR RELIEF
Defendant requests the Court to enter judgment against the Plaintiffs dismissing the
complaint with prejudice, awarding Defendant reasonable attorney fees and litigation expenses,
taxing non-discretionary and discretionary costs to Plaintiffs, and granting any other necessary or
proper relief.
[Continued on next page]
6
CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE
PETE OHEERON d/b/a COLD )

RIVER RECORDS, COLD RIVER )
MUSIC, AND COLD RIVER )
MANAGEMENT, )
)
Plaintiffs & Counter-Defendants, ) Case No. 17-1187-I
)
v. )
)
KATIE ARMIGER, )
)
Defendant & Counter-Claimant, )
COUNTERCLAIMS
1. Katie Armiger (Ms. Armiger) pleads the following counterclaim against Pete
OHeeron d/b/a/ Cold River Records, Cold River Music, and Cold River Management
(collectively Cold River or Mr. OHeeron) for breach of the parties Settlement Agreement.
PARTIES
2. Katie Armiger is a songwriter who has been attending school full-time. Prior to
enrolling in college classes, she was a recording artist and songwriter. She is a resident of the
State of Tennessee.
3. Pete OHeeron is a wealthy record executive. He owns and does business as Cold
River Records, Cold River Music, and Cold River Management. He is a resident of the State of
Texas.
INTRODUCTION
4. Pete OHeeron has repeatedly failed to uphold his promises and, when challenged
on his failures, lashes out with threats and baseless accusations. Time after time, he has said one
thing and done another.
7
5. Katie Armiger has been subjected to this behavior for years, and she seeks relief
from this Court so that it will finally stop.
FACTUAL ALLEGATIONS
6. In 2007, Mr. OHeeron offered to help Ms. Armiger, who is his first cousins
daughter, get her career off the ground. At the time, Mr. OHeeron had been a successful
business person but had no experience in the music or entertainment industry.
7. In the Spring of 2007, Ms. Armiger, who was a minor at the time, entered into an
Exclusive Production and Personal Management Agreement with Mr. OHeeron, who was doing
business as Cold River Records.
8. For approximately the next eight years, Ms. Armiger worked with Mr. OHeeron
to pursue her career as a country music recording artist.
9. During her time as a recording artist for Cold River Records, Ms. Armiger was
subjected to sexual harassment by many individuals in the country music industry.
10. For example, during her time with Cold River Records, Ms. Armiger traveled to a
radio station in Texas, where she performed on air. After the performance, when she was taking
a promo photo with one of the on-air DJs, the DJ sexually assaulted her by grabbing her butt. At
the same time, the man whispered in her ear and said, When are you going to be legal?
11. In addition, during her time with Cold River Records, when Ms. Armiger was
meeting over lunch with a radio programmer and his team to promote her music, the male
program director asked all of the men at the table to share a list of the five women with whom
they most wanted to have sex. One of the radio station employees, after sharing one name, then
looked at Ms. Armiger and said, But you would absolutely be my number two.
8
12. At that same lunch meeting, the radio station employee quoted in the paragraph
above also asserted to the male musician accompanying Ms. Armiger, in front of Ms. Armiger,
Surely you have been fucking her, and asked Where is she on your list? The male musician
then suggested that the radio station employee talk about a different topic. In response, the radio
station employee later called Ms. Armiger on the telephone and warned that, if she ever brought
the same male musician back to a meeting, he (the radio station employee) would never play her
music on the radio again.
13. Similarly, in 2010, when Ms. Armiger was being interviewed by a radio DJ, the
DJ attempted to grab her legs under the table and stated that her album title, Confessions of a
Nice Girl could not be true because she must be a naughty girl.
14. By the end of 2015, the relationship between Ms. Armiger and Mr. OHeeron had
become strained past the breaking point.
15. On December 28, 2015, Mr. OHeeron and Cold River filed a lawsuit against Ms.
Armiger in federal court, asking the Court to declare that Ms. Armiger remained bound by her
recording and publishing agreements with Cold River. Cold River also claimed that Ms. Armiger
breached those agreements.
16. On January 26, 2016, Ms. Armiger responded with a Counterclaim against Cold
River and Mr. OHeeron asserting claims for sexual harassment, violation of privacy statutes,
defamation, conversion, breach of contract, breach of fiduciary duty, tortious interference,
declaratory judgment, and unjust enrichment.
17. In her Counterclaim, Ms. Armiger asserted, inter alia, the following:
41. Prior to Ms. Armigers most recent Radio Tour [in 2015], OHeeron gave
Ms. Armiger money to purchase hot game changing clothes that
would make their [Radio Program Directors] eyes call [sic] out of their
heads.
9
42. OHeeron requested that Ms. Armiger send him photos of the clothing she
was considering purchasing so that he could make sure the items were
hot enough.
43. OHeeron referred to one of Ms. Armigers outfits as Amish looking.
44. OHeeron frequently told Ms. Armiger, as well as other female Radio
Representatives, to sex it up for Radio Program Directors.
45. OHeeron repeatedly told Ms. Armiger that she needed to make Radio
Program Directors wish you would take them home with you.
46. OHeeron told Ms. Armiger that if they [Radio Program Directors] dont
wanna take you home, theyre not gonna play your music. Period.
47. OHeeron suggested that Ms. Armiger hug, kiss, and flirt with Radio
Program Directors.
48. OHeeron told Ms. Armiger that she needed to play a role with Radio
Program Directors. He described what he meant by saying, Its like an
actress or an actor saying Im not going to go into that brothel on screen
because I dont want people to think that I go into a whorehouse.
49. OHeeron allowed and enabled his employees to comment on Ms.

Armigers sexuality and appearance, and to ask her to hug, kiss, flirt with,
and sit in the laps of Radio Program Directors, despite Ms. Armiger
repeatedly stating that she was uncomfortable with such comments and
suggestions.
50. Jim Dandy, in his role as VP of Promotions at Cold River, told Ms.
Armiger that she needed to hug, kiss, flirt with, and sit in the laps of Radio
Program Directors.
51. Ms. Armiger was uncomfortable with OHeerons and Dandys

suggestions regarding how she should dress and behave with Radio
Program Directors.
52. Ms. Armiger felt humiliated by the things OHeeron and Dandy asked her
to do.
53. Ms. Armiger told OHeeron that she wanted to pursue her career with
integrity.
54. Ms. Armiger told OHeeron that she felt the work environment at Cold
River was toxic.
10
55. OHeeron and Dandy created a hostile work environment that interfered
with Ms. Armigers ability to focus at work.

89. OHeeron and Cold River do not have any interest in the revenues
generated by Ms. Armigers live performances.
90. Nevertheless, OHeeron recently contacted Ms. Armigers booking agent,

Ken McMeans, and inappropriately threatened to sue him for tortious
interference for booking live shows on behalf of Ms. Armiger.
91. OHeeron contacted Sirius XM Radio and told them to refrain from
playing Ms. Armigers new Single.
92. OHeeron allowed Ms. Armigers YouTube videos, which had views in
excess of one million, to be taken down.
93. Upon information and belief, OHeeron has contacted numerous music
industry professionals and made false statements that have harmed Ms.
Armiger.
18. In light of these accusations, and other legal claims, the parties reached a
Settlement Agreement to end their litigation. Neither party admitted guilt or responsibility for the
claims asserted.
19. Ms. Armiger and Mr. OHeeron d/b/a Cold River Records, Cold River
Management, Cold River Music, and Placer Creek Investments, LLC, were parties to the
Settlement Agreement. It is not attached to this filing but Defendants have a copy in their
possession, and they have referenced it in their complaint. The Settlement Agreement was
executed and negotiated in Davidson County.
20. The Settlement Agreement required Mr. OHeeron to immediately convey certain
assets to Ms. Armiger, including physical copies of her CDs and digital masters containing the
entirety of her body of work as a recording artist.
11
21. The Settlement Agreement also required Mr. OHeeron to immediately provide
access to Ms. Armiger to her professional website, www.katiearmiger.com, and all of her social
media accounts, including Facebook, Twitter, and Instagram.
22. Notwithstanding the clarity of these commands, which Mr. OHeeron accepted by
signing the Settlement Agreement, he failed to follow them. In other words, he made a promise
and immediately broke it.
23. The language of the Settlement Agreement is clear: Upon execution, Mr.
OHeeron agreed to hereby transfer[], assign[], and convey[] to Ms. Armiger all right, title, and
interest in and to any and all master recordings featuring Ms. Armiger as a recording artist or
songwriter. But he did not do so.
24. Upon execution of the Settlement Agreement, Mr. OHeeron agreed to hereby
transfer[], assign[], and convey[] to Ms. Armiger all right, title, and interest in and to any and all
music or promotional videos created by or for Ms. Armiger (the Videos) and any and all
photographs of Ms. Armiger (Photos) and artwork created in connection with Ms. Armigers
career as a performer, model, public figure, songwriter and/or recording artist, whether in
connection with records, t-shirts, other merchandise or otherwise (Artwork). But he did not do
so.
25. Upon execution of the Settlement Agreement, Mr. OHeeron also agreed to
hereby transfer[], assign[], and convey[] to Ms. Armiger all right, title, and interest in and to
any accounts connected with publication, distribution, monetization, or promotion of Ms.
Armiger, the Masters, Videos, Photos or Artwork and agrees to promptly provide Ms. Armiger
with any account information and passwords as needed (the Distribution Accounts) (i.e.
SoundExchange, YouTube, Tunecore, Spotify, iTunes, Google etc.). But he did not do so.
12
26. Upon execution of the Settlement Agreement, Ms. Armiger own[ed] and
control[led] . . . all of the ownership and administration rights in and to her professional website
located at www.katiearmiger.com (the Website) and all of her social media accounts, including
but not limited to Facebook, Twitter, and Instagram.
27. Upon execution of the Settlement Agreement, Mr. OHeeron had no rights
whatsoever in all of the ownership and administration rights in and to Ms. Armigers
professional website located at www.katiearmiger.com and all of her social media accounts,
including but not limited to Facebook, Twitter, and Instagram.
28. Accordingly, upon execution of the Settlement Agreement, Mr. OHeeron
agree[d] to cooperate in any such transfers of ownership and control [of the Website and social
media accounts], and to execute and deliver in a timely manner any supplemental documents,
logins, or passwords necessary or convenient to effectuate the terms and provisions of this
Section [involving the Website and social media accounts]. But, again, he did not do so.
29. On the contrary, after he signed the Settlement Agreement, Mr. OHeeron deleted
or deactivated Ms. Armigers verified Facebook page, which had tens of thousands of followers,
and took down her website, www.katiearmiger.com, removing all promotional information about
Ms. Armiger and her career.
30. In addition, in a further effort to subvert Ms. Armigers career and damage her
financially, Mr. OHeeron removed her music from the iTunes Music Store and has prevented
the physical distribution of her albums.
31. Pursuant to the terms of the Settlement Agreement, specifically paragraph 7(a),
Ms. Armiger submitted an initial payment of approximately $8,000 to Mr. OHeeron.
13
32. Even after Ms. Armiger made this payment, Mr. OHeeron refused to comply
with the provisions of the Settlement Agreement referenced in paragraphs 23 to 28 above.
33. For example, on September 21, 2016, Ms. Armigers father, Mr. Thomas
Armiger, arrived at Mr. OHeerons office in Houston, Texas, to take possession of certain assets
pursuant to the Settlement Agreement. The time and location were mutually agreed upon by Mr.
OHeeron and Mr. Armiger. Upon Mr. Armigers arrival, however, a woman at Mr. OHeerons
office advised Mr. Armiger that no assets would be transferred to him, and that it was Mr.
OHeerons position that he was not going to turn over any assets until Ms. Armiger took down a
social media post from February of 2016, which preceded the Settlement Agreement.
34. In light of Mr. OHeerons refusal to abide by the Settlement Agreement, on or
about September 22, 2017, counsel for Ms. Armiger sent a letter to Mr. OHeeron and his
counsel notifying him of his breach of the Settlement Agreement and demanding that he cure his
breach within five days. Mr. OHeeron refused to do so.
35. Instead, on December 30, 2017, Mr. OHeeron emailed Ms. Armiger directly and
threatened to destroy all of the tangible assets referenced in the Settlement Agreement that were
in his possession, such as physical copies of her CDs and her master recordings.
36. Two days later, on New Years Day, Mr. OHeeron emailed Ms. Armigers
parents and threatened again to destroy literally . . . every picture, video and studio recording
she has ever madefrom raw music tracks and behind the scenes videos, to completed masters
and one of a kind images.
37. Ms. Armiger and her family did not respond to these threats.
38. Unbeknownst to Ms. Armiger, Mr. OHeeron later followed through with his
threats and destroyed a vast array of items related to Ms. Armigers career, including physical
14
CDs, which Ms. Armiger owned under paragraphs 3 and 8 of the Settlement Agreement, and
Katie Armiger merchandise.
39. Mr. OHeeron physically threw these items into a dumpster himself.
40. Months later, in October 2017, Ms. Armiger read with interest the many news
stories disclosing sexual harassment and sexual abuse in the film industry.
41. In response to the brave women who told their stories of harassment, Ms. Armiger
consented to an interview with Fox News to discuss sexual harassment in the country music
industry.
42. The interview resulted in a story that Fox News published online on October 23,
2017. The story quoted Ms. Armiger describing the events detailed in paragraphs 10 to 13 above.
43. In her comments to Fox News, Ms. Armiger studiously avoided commenting on
Mr. OHeeron and other agents and employees of Cold River Records.
44. The next day, October 24, 2017, Mr. OHeerons wife, Angela OHeeron stated in
a publicly visible tweet replying to Ms. Armigers Twitter account the following: The court
ruled your accusations baseless. I know the truth Katie. Why dont u try telling it.
45. Later that same day, Mrs. OHeeron stated in a publicly visible tweet replying to
Ms. Armigers Twitter account the following: why arent you telling people you lost your case
against CRR. CRR won and U wrote Pete a check. Tell FOX News that!!!!
46. Later that same day, after Mrs. OHeeron tweeted the statement detailed in
paragraph 45, Pete OHeeron reposted, or retweeted, the tweet and commented Truth! above
it.
15
47. Also on October 24, 2017, an employee of Cold River Records named Mary
Lynne ONeal stated on Twitter, in reference to the prior litigation between Ms. Armiger and Mr.
OHeeron that we won the lawsuit. Katie is writing us a check.
48. None of the statements made by Mr. and Mrs. OHeeron and Ms. ONeal were
true.
49. No court has ever ruled Ms. Armigers accusations against Mr. OHeeron
baseless.
50. Ms. Armiger did not los[e] her case against Cold River Records. Nor did Cold
River Records w[i]n the lawsuit.
51. Upon information and belief, Mr. OHeeron and his agents made these statements
because they wanted to discredit Ms. Armigers report of sexual harassment in the country music
industry.
52. To that end, Mr. OHeeron previously told an individual in the county music
industry words to the effect that the court threw out Katies lawsuit because she is a liar.
53. In light of these statements, Ms. Armiger desired to bring this matter to a close
and, on November 3, 2017, sent via new counsel a letter demanding that Mr. OHeeron
immediately comply with the Settlement Agreement by, inter alia, providing her with access to
her website and social media accounts and arranging delivery of her masters and physical CDs.
54. On Monday, November 5, 2017, instead of responding to this request, Mr.
OHeeron filed a lawsuit against Ms. Armiger.
55. The lawsuit filed by Mr. OHeeron yesterday is the second lawsuit that Mr.
OHeeron has filed against Ms. Armiger, a twenty-six year-old young woman with no substantial
financial means.
16
COUNT 1
(Breach of Contract - Masters)
56. The allegations contained in paragraphs 1 through 55 of the Counterclaim are
incorporated herein by reference.
57. Paragraph 3 of the Settlement Agreement states that OHeeron hereby transfers,
assigns, and conveys to Ms. Armiger all right, title, and interest in and to any and all master
recordings featuring Ms. Armiger as a recording artist or songwriter (the Masters), and Mr.
OHeeron shall have no right, title, or interest in and to any Masters, whether created prior to or
after the date of this Agreement.
58. Further, Paragraph 3 of the Settlement Agreement states that OHeeron agrees to
transfer to Ms. Armiger all physical and digital files of said Masters, Videos, Photos, and
Artwork including but not limited to any hard drives and in relation to the Masters any and all
mixes (STEMs) and duplication masters that are in his possession, custody or control.
59. After executing the Agreement, Mr. OHeeron refused to turn over the Masters to
Ms. Armiger.
60. Despite multiple timely demands to cure this breach, Mr. OHeeron failed to cure.
61. Upon information and belief, Mr. OHeeron may have destroyed the Masters.
62. Ms. Armiger has been damaged by Mr. OHeerons breach.
63. Ms. Armigers damages include, but are not limited to, the fact that she remains
unable to use the Masters to advance her career and earn a living because Mr. OHeeron has
withheld them from her.
17
COUNT 2
(Replevin - Masters)
65. Upon information and belief, Mr. OHeeron has physical custody of the Masters,
which constitute personal property.
66. Ms. Armiger has repeatedly demanded the return of the Masters.
67. Ms. Armiger has been damaged by Mr. OHeerons failure to return the Masters
to her possession.
unable to use the Masters to advance her career and earn a living because Mr. OHeeron has
withheld them from her.
69. Pursuant to Tenn. Code Ann. 29-30-102, venue is appropriate in this Court for
an action to recover the Masters because the contract that specifies her right to them, the
Settlement Agreement, was executed here.
70. Pursuant to Tenn. Code Ann. 29-30-101, Ms. Armiger hereby petitions the
Court for return of the Masters.
COUNT 3
(Conversion - Masters)
72. In the alternative, upon information and belief, Mr. OHeeron intentionally
destroyed the Masters by placing them in a dumpster.
73. Mr. OHeeron did so in defiance of Ms. Armigers rights to the Masters.
18
74. Ms. Armiger has been damaged by Mr. OHeerons destruction of the Masters.
75. Ms. Armigers damages include, but are not limited to, the fact that she will
forever be unable to use the Masters to advance her career and earn a living.
COUNT 4
(Breach of Contract Videos, Photos, Artwork)
77. Paragraph 3 of the Settlement Agreement states that Mr. OHeeron hereby
transfers, assigns, and conveys to Ms. Armiger all right, title, and interest in and to any and all
music or promotional videos created by or for Ms. Armiger (the Videos) and any and all
photographs of Ms. Armiger (Photos) and artwork created in connection with Ms. Armigers
career as a performer, model, public figure, songwriter and/or recording artist, whether in
connection with records, t-shirts, other merchandise or otherwise (Artwork).
78. Further, Paragraph 3 of the Settlement Agreement states that Mr. OHeeron
agrees to transfer to Ms. Armiger all physical and digital files of said Masters, Videos, Photos,
and Artwork including but not limited to any hard drives and in relation to the Masters any and
all mixes (STEMs) and duplication masters that are in his possession, custody or control.
79. After executing the Agreement, Mr. OHeeron refused to convey the Videos,
Photos, or Artwork to Ms. Armiger.
unable to use the Videos, Photos, and Artwork to advance her career and earn a living because
Mr. OHeeron has withheld them from her.
19
COUNT 5
(Replevin - Videos, Photos, Artwork)
84. Upon information and belief, Mr. OHeeron has physical custody of the Videos,
Photos, and Artwork, which constitute personal property.
85. Ms. Armiger has repeatedly demanded the return of the Videos, Photos, and
Artwork.
86. Ms. Armiger has been damaged by Mr. OHeerons failure to return the Videos,
Photos, and Artwork to her possession.
unable to use the Videos, Photos, or Artwork to advance her career and earn a living because Mr.
OHeeron has withheld them from her.
an action to recover the Videos, Photos, or Artwork because the contract that specifies her right
to them, the Settlement Agreement, was executed here.
Court for return of the Masters.
COUNT 6
(Conversion - Videos, Photos, Artwork)
91. In the alternative, upon information and belief, Mr. OHeeron intentionally
destroyed the Videos, Photos, and Artwork by placing them in a dumpster.
20
92. Mr. OHeeron did so in defiance of Ms. Armigers rights to the Videos, Photos,
and Artwork.
93. Ms. Armiger has been damaged by Mr. OHeerons destruction of the Videos,
Photos, and Artwork.
94. Ms. Armigers damages include, but are not limited to, the fact that she will
forever be unable to use the Videos, Photos, and Artwork to advance her career and earn a living.
COUNT 7
(Breach of Contract Distribution Accounts)
95. The allegations contained in paragraphs 1 though 94 of the Counterclaim are
96. Paragraph 3 of the Settlement Agreement states that Mr. OHeeron hereby
transfers, assigns, and conveys to Ms. Armiger all right, title, and interest in and to any accounts
connected with publication, distribution, monetization, or promotion of Ms. Armiger, the
Masters, Videos, Photos or Artwork and agrees to promptly provide Ms. Armiger with any
account information and passwords as needed (the Distribution Accounts) (i.e.
SoundExchange, YouTube, Tunecore, Spotify, iTunes, Google etc.).
97. After executing the Settlement Agreement, Mr. OHeeron refused to turn over any
account information or passwords to any of the Distribution Accounts.
100. Ms. Armigers damages include, but are not limited to, the fact that she has been
unable to use the Distribution Accounts to advance her career and earn a living.
21
COUNT 8
(Replevin Distribution Accounts)
102. Upon information and belief, Mr. OHeeron has custody of the Distribution
Accounts through his maintenance of the passwords.
103. Ms. Armiger has repeatedly demanded access to the Distribution Accounts.
104. Ms. Armiger has been damaged by Mr. OHeerons failure to convey access to
the Distribution Accounts.
unable to use the Distribution Accounts to advance her career and earn a living because Mr.
OHeeron has withheld them from her.
an action to recover the Distribution Accounts because the contract that specifies her right to
them, the Settlement Agreement, was executed here.
Court for return of the Distribution Accounts.
COUNT 9
(Conversion Distribution Accounts)
109. Upon information and belief, Mr. OHeeron has appropriated the Distribution
Accounts to his own benefit.
22
110. Mr. OHeeron did so in defiance of Ms. Armigers rights to the Distribution
Accounts.
111. Ms. Armiger has been damaged by Mr. OHeerons exercise of dominion over the
Distribution Accounts.
112. Ms. Armigers damages include, but are not limited to, the fact that she has lost
profits from the Distribution Accounts and has been unable to use them to advance her career
and earn a living.
COUNT 10
(Breach of Contract Website and Social Media Accounts)
113. The allegations contained in paragraphs 1 though 112 of the Counterclaim are
114. Paragraph 6 of the Settlement Agreement states that Ms. Armiger hereby owns
and controls, and Mr. OHeeron shall have no rights whatsoever in all of the ownership and
administration rights in and to her professional website located at www.katiearmiger.com (the
Website) and all of her social media accounts, including but not limited to Facebook, Twitter,
and Instagram (Social Media Accounts).
115. Paragraph 6 of the Settlement Agreement further states that Mr. OHeeron agrees
to cooperate in any such transfers of ownership and control set forth herein, and to execute and
deliver in a timely manner any supplemental documents, logins, or passwords necessary or
convenient to effectuate the terms and provisions of this Section 6.
116. After executing the Settlement Agreement, Mr. OHeeron refused to convey any
account information and repeatedly has declined to cooperate in the transfer of ownership and
control of the Website and Social Media Accounts.
23
119. Ms. Armigers damages include, but are not limited to, the fact that she has been
unable to use the Website and Social Media Accounts to advance her career and earn a living.
COUNT 11
(Replevin Website and Social Media Accounts)
121. Upon information and belief, Mr. OHeeron has custody of the Website and
Social Media Accounts through his maintenance of the passwords.
122. Ms. Armiger has repeatedly demanded access to the Website and Social Media
Accounts.
123. Ms. Armiger has been damaged by Mr. OHeerons failure to convey access to
the Website and Social Media Accounts.
unable to use the Website and Social Media Accounts to advance her career and earn a living
because Mr. OHeeron has withheld them from her.
an action to recover the Website and Social Media Accounts because the contract that specifies
her right to them, the Settlement Agreement, was executed here.
Court for return of the Website and Social Media Accounts.
24
COUNT 12
(Conversion Website and Social Media Accounts)
128. Upon information and belief, Mr. OHeeron has appropriated the Website and
Social Media Accounts to his own benefit.
129. Mr. OHeeron did so in defiance of Ms. Armigers rights to the Website and
Social Media Accounts.
130. Ms. Armiger has been damaged by Mr. OHeerons exercise of dominion over the
Website and Social Media Accounts.
131. Ms. Armigers damages include, but are not limited to, the fact that she has lost
profits from the Website and Social Media Accounts and has been unable to use them to advance
her career and earn a living.
COUNT 13
(Breach of Contract Confidentiality)
133. Pursuant to Paragraph 12 of the Settlement Agreement, Mr. OHeeron agreed that
[t]he terms and provisions of [the Settlement] Agreement . . . shall be confidential . . .
134. In violation of the Settlement Agreement, Mr. OHeeron publicized the terms and
provisions of the Agreement, including that Ms. Armiger paid Cold River to retain the rights to
the Masters and other assets.
135. In addition to the statements referenced above, and incorporated herein, Mr.
OHeeron, including through numerous agents and employees, made numerous other statements
25
violating the confidentiality of the Agreement by publishing various terms of the Settlement
Agreement to outside parties.
136. Mr. OHeeron publicized only those terms that benefitted him and placed him in a
positive light.
137. The foregoing breaches of confidentiality are incapable of being cured and,
therefore, Ms. Armiger is excused from any requirement to provide notice and an opportunity to
cure, as to do so would be futile.
138. Ms. Armiger has been damaged by Mr. OHeerons breaches.
139. Ms. Armigers damages include, but are not limited to, the harm to her reputation
that Mr. OHeeron generated through his partial and misleading publication of terms of the
Settlement Agreement.
140. For example, these statements were disparaging because they misrepresented the
nature of the Settlement Agreement. Ms. Armiger did not lose [her] case and OHeeron and
Cold River Records did not [win] the lawsuit. The parties settled the case out of court by
signing the Settlement Agreement. Mr. Armiger conveyed money as consideration for various
assets to be transferred to her pursuant to the Agreement.
COUNT 14
(Breach of Contract Disparagement)
142. Pursuant to Paragraph 12 of the Settlement Agreement, Mr. OHeeron must not
take any actions or make any statements, written or oral, that would denigrate, defame or
disparage the goodwill or reputation of [Ms. Armiger] or encourage or enable any other person
or entity to take any such actions or make any such statements.
26
143. Upon information and belief, Mr. OHeeron, including through numerous agents
and employees, made numerous statements denigrating, defaming, and disparaging Ms. Armiger
and her family.
144. Upon information and belief, Mr. OHeeron encouraged and enabled other
persons and entities to make numerous statements denigrating, defaming, and disparaging Ms.
Armiger and her family.
145. The foregoing breaches that relate to Mr. OHeerons statements, and those of his
agents, are incapable of being cured and, therefore, Ms. Armiger is excused from any
requirement to provide notice and an opportunity to cure, as to do so would be futile.
146. Ms. Armiger has been damaged by Mr. OHeerons breaches.
147. Ms. Armigers damages include, but are not limited to, the harm to her reputation
that Mr. OHeeron generated by making denigrating, defaming, and disparaging statements about
Ms. Armiger and her family.
COUNT 15
(Declaratory Judgment Non-Disparagement)
149. Judgment should be entered against Mr. OHeeron declaring that, due to his
actions, he has forever waived the right to enforce the terms of the non-disparagement agreement
contained in Paragraph 12 of the Settlement Agreement against Ms. Armiger and her agents.
150. In the alternative, judgment should be entered against Mr. OHeeron declaring
that, due to his actions, he is estopped from enforcing the terms of the non-disparagement
agreement contained in Paragraph 12 of the Settlement Agreement against Ms. Armiger and her
agents.
27
151. In the alternative, judgment should be entered against Mr. OHeeron declaring
that, due to his actions, public policy prohibits him from enforcing the terms of the non-
disparagement agreement contained in Paragraph 12 of the Settlement Agreement against Ms.
Armiger and her agents as it relates to statements about sexual harassment by Mr. OHeeron and
other agents and employees of Cold River Records.
JURISDICTION & VENUE
152. This Court has jurisdiction over Ms. Armigers counterclaims pursuant to Tenn.
Code Ann. 16-11-101 and 16-11-102.
153. In addition to the provisions cited above, venue for all claims is proper pursuant
to Tenn. Code Ann. 20-4-101, et seq.
REQUEST FOR RELIEF
WHEREFORE, Ms. Armiger prays as follows:
1. On Counts 1, 4, 7, and 10, that the Court enter judgment against Mr. OHeeron,
awarding Ms. Armiger damages for breach of the Settlement Agreement in an amount to be
determined at trial, plus pre-judgment interest at the contractual rate and her reasonable
attorneys fees and litigation expenses as permitted by law, and further ordering that Mr.
OHeeron specifically perform the contract provisions he breached;
2. On Counts 2, 5, 8, and 11, that the Court enter judgment against Mr. OHeeron
and order the immediate return of property to Ms. Armiger, plus her reasonable attorneys fees
and litigation expenses as permitted by law;
3. On Counts 3, 6, 9, and 12, that the Court enter judgment against Mr. OHeeron
awarding Ms. Armiger damages and punitive damages for conversion in an amount to be
28
attorneys fees and litigation expenses as permitted by law;
4. On Counts 13 and 14, that the Court enter judgment against Mr. OHeeron
awarding Ms. Armiger damages for breach of the Settlement Agreement in an amount to be
attorneys fees and litigation expenses as permitted by law, and further ordering that a permanent
injunction be put in place barring Mr. OHeeron and his agents from continued breaches of the
confidentiality and non-disparagement provisions of the Settlement Agreement;
5. On Count 15, that the Court enter judgment against Mr. OHeeron declaring that
he is barred forever from enforcing the terms of the non-disparagement agreement contained in
the Settlement Agreement against Ms. Armiger and her agents;
6. That the Court tax all court non-discretionary and discretionary court costs to Mr.
OHeeron; and
7. That the Court grant Ms. Armiger all other necessary or proper relief.
Respectfully submitted,
BONE MCALLESTER NORTON PLLC
/s/ J. Alex Little
By:
J. Alex Little #29858
Zachary Lawson #36092
511 Union Street, Suite 1600
Nashville, TN 37219
(615) 238-6300 (phone)
(615) 238-6301 (fax)
alex.little@bonelaw.com
Counsel for Katie Armiger
29

Cold River Records v. Armiger

Enviado por

Dados do documento

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

Cold River Records v. Armiger

Enviado por

Direitos autorais:

Formatos disponíveis

E-FILED

CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE

PETE OHEERON d/b/a COLD )

ANSWER AND COUNTERCLAIM

Armiger contacted him about serving as her attorney.

11. Denied as written.

12. Denied as written.

15. Admitted as to the body text.

factually or legally accurate.

that counsel proposed anything reasonable.

necessary context for the statements therein.

the paragraph as written provides all necessary context.

is correct. It is further denied that Plaintiffs were unaware of the harassment.

27. Denied as written.

28. Denied as written.

34. Denied as written. The contract speaks for itself.

necessary context for the language referenced therein.

account in response to Mr. OHeerons statements to Billboard.

expressly denies such allegations and demands strict proof thereof.

50. Retweets are not endorsements.

51. Defendants cannot enforce the non-disparagement provisions of the Settlement

Agreement because such enforcement would be contrary to public policy.

52. Defendants cannot enforce the non-disparagement provisions of the Settlement

Agreement as to sexual harassment allegations because such enforcement would be

disparagement provisions of the Settlement Agreement.

54. Defendants failed to mitigate damages.

55. Defendants failed to exhaust the remedies contemplated by the Settlement

58. The Plaintiffs did not suffer any damages.

future be available based on discovery or further factual investigation in this case.

REQUEST FOR RELIEF

[Continued on next page]

PETE OHEERON d/b/a COLD )

thing and done another.

from this Court so that it will finally stop.

business person but had no experience in the music or entertainment industry.

business as Cold River Records.

to pursue her career as a country music recording artist.

subjected to sexual harassment by many individuals in the country music industry.

music on the radio again.

become strained past the breaking point.

breached those agreements.

defamation, conversion, breach of contract, breach of fiduciary duty, tortious interference,

declaratory judgment, and unjust enrichment.

43. OHeeron referred to one of Ms. Armigers outfits as Amish looking.

49. OHeeron allowed and enabled his employees to comment on Ms.

51. Ms. Armiger was uncomfortable with OHeerons and Dandys

90. Nevertheless, OHeeron recently contacted Ms. Armigers booking agent,

executed and negotiated in Davidson County.

entirety of her body of work as a recording artist.

media accounts, including Facebook, Twitter, and Instagram.

and immediately broke it.

songwriter. But he did not do so.

any accounts connected with publication, distribution, monetization, or promotion of Ms.

but not limited to Facebook, Twitter, and Instagram.

including but not limited to Facebook, Twitter, and Instagram.

28. Accordingly, upon execution of the Settlement Agreement, Mr. OHeeron

Ms. Armiger and her career.

the physical distribution of her albums.

Ms. Armiger submitted an initial payment of approximately $8,000 to Mr. OHeeron.

with the provisions of the Settlement Agreement referenced in paragraphs 23 to 28 above.

34. In light of Mr. OHeerons refusal to abide by the Settlement Agreement, on or

breach within five days. Mr. OHeeron refused to do so.

and one of a kind images.

Katie Armiger merchandise.