EFTA00299556

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 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 Abumid kfure by local is<= etaat Thå bianapeassetan ocantanuf Seta: natter tapioca oat the Oki endure/4e 0(p:cad:rim of alai dby @a hdkial Coafacact ofdo Ualacd papas as tic docket daca. <312 sØ Oat THE ItEvCIt% OF 771E Meta) Screemba 1974. is tiqurred for the tee or he [late :it bY fre. rzta;:: as rovicka for @a 'creole of nehlint 1. (a) PLAINTIFFS flI ». Molyneux Stada, Ltd. and Imo Pablo Moly DEFENDANTS neux 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 mUs ?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. Hodge R Francoi 1340 Taana:bcsg, St Tborou. 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REQUESTED IN • Dort (S A CLASS AMON DEMANDS CHECK YES Day ifdaunt:da COMPLAINT: UNDEXiii23 l kt aapidnt • VEIL RELATE JURY DEMAND: • 0 yes økt D CASE(S) IF ANY istainnaggle moan Ø741N1317/1 DATE iK/M/S7U/S0FA1701UtS7 Dr @SCO W O64J/2O1O s/Rosh D. Alger rug c Lat tow@ 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 113, -MolyneuxiL.S.J, LLC ("LSJ") and Jeffrey together with Epstein (-Epstein"). WHEREAS, disputes have arisen between Mol yneux, on the one hand, £SJ and Epstein, on the other hand, relating and to payments and deliverables connection with design and related services in by Molyneux for LSJ and/or with respect to Little St James Island and other Epst ein properties beneficially owned Epstein (the "Disputes"); and by WHEREAS, the parties hereto desire to settle all Disputes as provided in Agreement; this NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, promises and other provisio ns contained herein. JP, Studio, and Epstein (the `Pardee), Intending to be bou LSJ nd, hereby agree as follows: 1. The Parties agree to settle the Disputes, Upo accordance with the provisions of this Agreem n, subject to and in ent 2. On or before May 1E, 2009, Molyneux Alan Two Hundred Thousand Dollars pay Epstein One Million ($1,200,000) by wire transfer of that account designated In writing by Epstein to amount to an Molyneux not later than May 15, With the payment of this amount; all clai ≥009. ms shall be released and extinguishe except for claims to enforce the provisions d, of this Agreement or the Design Agreement of even date herewith. Said Des Serv ices ign Services Alp cement provides its remedies for any breach thereof, shall not own affect the release provisions of Settlement Agreement, and shall not be treated this as an inducement to the execution the Settlement Agreement of 3. (a) Epstein and LS) and each of thei surr executors and administrators (collectively, r escors, assigns, heirs, the *Epstein Releasors") hereby fully irrevoCably.release each of JP and Stu-d and io, and each of their successors, principals, heirs, executors, and adminis assig ns, trators (collectively, the Releaseef), of and from any and all manner 'Mo lyneux of claims, demands, rights, losses, obligations, duties, damages, debts, liabilities, expenses, interest, penalties, fees, attorneys' fees, costs, actions pote sanctions, , ntial actions, causes of action, agreements, judgments, decrees, matters suits, , Issues and controversies of any nature or description whatsoever, whe kind, ther known or unknown; disc undisclosed, accrued or unaccrued, apparen lose d or t or not apparent foreseen unforeseen, matured or not matured, susp or ected or unsuspected, liquidated or liquidated, fixed or contingent not whether direct, derivative, Indi representative, legal, equitable, or of any vidual, type, or in any other capacity; whe based on state, local, foreign, federal, statutor ther y, regulatory, common, or other law, for, upon or by reason of any matter, cause, or thing whatsoever In any way to, involying, referring to, arising out relating of, or based upon, directly or indirectly, any 1 EFTA00299562 Case: 3:10-cv-00034-CVG-RM Doc ument fi: 8-2 Filed: 06/11/10 Page 2 of 6 actions, transactions, occurrences,stateth ents, representations, misrepr omissions, allegations, facts, practices, eve esentations, nts, claims or aoy other matters or whatsoever, or any series thereof, exis things ting .or occurring on or prior to the hereof relating in any way to the Disp date utes. Anything to the contrary in this 3(a) notwithstanding, nothing herein shal Section l release the MolyneuxReleasees of their respective joint or several obli from any gations under this AgreeMent or the Services Agreement Design (b) JP and Studio and each of their successo executors and administrators (collectively, rs, assigns, heirs, the lvfolyneux Releasore) hereby and irrevocably release each of Epst fully ein and LS), and each of their assigns, principals, heirs, executors, and successors, administrators (collectively, the Rekasee,$), of and from any and all manner 'Epstein of claim's, demands, rights, liab losses, ohligations,.duties, damages deb ilities, , ts, expenses, interest penalties, san fees, attorneys' fees, costs, actions, pote ctions, ntial actions,, causes of action, suit agreements, judgments, matters, Issues and controversies of s, nature or description whatsoever, whe any kind, ther kr-town or unknown, disclose undisclosed, accrued or unaccrued, d or apparent or not apparent, fore unforeseen, matured or not matured, sus seen or pected or unsuspected, liquidated liquidated, fixed or contipgent whether or not direct, derivative, Individ representative, legal, equitable, or of ual, any type, or in any other capacity, based on state, local, foreign, federal, stat whether utory, regulatory, common, or oth for, upon or by reason of any matter, caus er law, e, or thing whatsoever In anyway to, involving, referring to, arising out relating of, or based upon, directly or Indirect actions, transactions, occurrences, stat ly, any ements, representations, mis omissions, allegations, facts, practices, even repr esen tations, t*, claims or any other matters or whatsoever, or any series thereof, existing things or occurring on or prior to the hereof relating. in any way to the Disp date utes. Anything to the contrary in this 3(b) notwithStandIng, nothing herein shal Section l release the Epstein Releaseesfro their respectiVe joint or several obligations m any of under this Agreement or the Services Agreement Design ' 4. By entering into thLs'Agreement, the Parties nor shall they be deemed to have mad do not Intend to maki, e, any admission of liability of any whatsoever. The Parties agree that they are kind entering Into this Agreement purpose of settling certain disputes betw for the een them and to avoid further with respect to those disputes. exp ense 5. The Pisties agree that the existence, term pursuant to this Agreement are strictly confide s, and consideration paid ntial 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 reve al any facts about this Ay-cement or the this settlement without the prior, writt terms of en consent of each of the other Panics; however, that a Party may disclose facts abou provided, t the settlement (0) to its or his emp loyees, 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 sam e for the purpose ornerier-ming employment duties or providing professional (heir services to such Party; (ii) to its or insurers or re-insurers; (iii) as required -by any his law, regulation, or rule of a court or cour agency, or (iv) in response to a duly auth t orized subpoena or court order. Befo disclosing any facts about the actficanent unde re r provisos (i) or (ii) above, the Part making the disclosure shall inform the receivin y g party of the terms of this confidentiality provision and shall take reasonable measure to s ensure that the receiving party agrees to make further disclosures of the requeste info not d rmation. Ai least five business days ' prior to disclosing any facts about the settleme nt under provisos (El) or (iv) above (oth than in connection with proceedings to enforce er the provisions of this Agreement or Design Services Agreement), to the extent perm the issible by law, regulation, rule o f a or court agency or court order, the Party mak court ing or asked to make the disclosure inform each of the other -Panics of the proposed ditc shall losure or request for information, and shall, t1 the request of any Party and at the east of such requesting Party, file disclosure or response to the request for information any about the settlement or the terms of this .Agreement pursuant to a motion or otIlv : formal request that the information maiittaincd in confidence and/or held under be seal. 6. -The Parties agree that the prior drafting shill not be used to construe any term of history of this Agreement this Agreement ThisAgreement has negotiated by each Party and such Party's resp been ective attorneys, and the lang hereof will not be construed for or aga uage inst any such Party as the principal this Agreement . drafter of • 7. The individnak signing this Agreement and behalf such indiiiduals are signing here the Parties on whose by represent and wan-ant that empowered and authorized to sign on beh they are alf of and bind the Parties for whom have signet they 8. The Parties represent and warrant that, as-o Agreement, they have not assigned, conveyed, f the Effective Date of this or otherwise transferred the righ any claims, demands, causes of action, righ ts to ts, or obligations related in any . the claims to be released in paragrap way to hs 3(a) and 3 (b) to any other person norshall they hereafter do so. or entity, 9. Each Party agrees that this Agreement shall successors, and assigns of each Party. be binding upon the heirs, 10. Each Patty represents and agrees tha reviewed this Agreement and has had t such Party: (I) has fully the opportunity to seek advice independent counsel of Its choosing with resp by ect to the same; (ii) fully understand the terms of this Agreement and s has entered Into this Agreement volu without any coercion or duress on the ntarily 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 coun of which shall be deemed an original, but all of which together terparts, each shall constitute one and the same instrument Signatures of this Agreement transm itted by fax shall have the same effect as original signatures. 12. This Agreement may not be amended or modified except by a Instrument executed by the duly authorized representatives of all of .written 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 thereo f; nor shall any single or partial exercise of any right power or privilege unde r 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 to this Agreement shall be In writing and sent by hand pursuant 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 with the laws of the Virgin Islands applicable to agreements entere accordance d 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 15. Each Party irrevocably and unconditionally submits to the f jurisdiction of any court sitting In the Virgin Islands over any exclusive suit, action or proceeding arising out of or relating to the Disputes. Each Party agree s that service of any protest, summons, notice or document as provi ded 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 broug ht 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 be executed by themselves or their duly authorized representa Agreement to tives, aethe case may be, as of the date of the dayand year first above-written. J.P. MOLYNEUX STUDIO, LID. 13y: rst • 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 jurisdiction of any court sitting In the Virgin Islands exclusive 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 Sectio n 13 here of shall be effective service of process for any action, suit or proceeding broug ht in any such --court:--Each Party -irrevocably-and- untonditionally-waives-anrob jection- to-the - laying of venue of any such suit, action or proceeding broug ht fn any such court and any claim that any such suit, action or proceeding broug in ht 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 whose jurisdiction such Party Ls or may be subject, by stilt upon judgm courts to ent. IN WITNESS WHEREOF, the parties hereto have caused this be executed by themselves or their duly authorized repres Agreement to entatives, 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 8:10-cv-000 • Case: 34-CVG-RM Docum ent #: 8-3 filed: 06/11/10 Page 1 of 8 AGREEMEN T FOR DESIG THIS AGREEM N SERVICES ENT FOR D 2909, by and ESIGN SERV among Juan ICES, isifere and together Pablo Molyn d into this • with JP. 1401Yn e ux (-jr), M o 15th day of M ay, ens..0 LSJ., LLC ly neux Studio (si-Sr) and Jeff , Ltd. (' iry!pstein_r_ S tu dio Each-of- hereby agree the-partiEchlireto (the Epsteinw', s as follows: 'Parties"), in — tending to b e bound 1. Upon executi hereby, valuable and on of this A su g reement b Studio in the Mcient consideration, M y the parties hereto, in a oly re 'Credit') to b mount of Two Hundre neux shall credit Epstein turn for good, d Fifty Thou disbursemen e applied a ga sand Dollars 's account with ts and expens inst future services pro ($250,000) and/or 1.51, es incurred v as determin by, Studio, to ided by, and out of (the Service?). ed by Epste and for the pocket in in his rea sonable discre benefit of Epstein tion (the - 2. With respec Covered Studio shall b t to actual s ill Epstein an ervices re Hundred Do d apply such ndered as part of the C llars (S500) bills against th oVered S (S80) per ho pe e erv ur for Studio s r hour for services rende Credit at a rate equal to ices, taff. red by JP a Five nd Eighty 3. Without D o lla rs those service fn any way limiting the s, disburseme fo to be necess nts and/ore regoing, the Covered Serv ary or appro xpenses re ic and interio p asonably dete es shall Include r design and d riate to complete the rmined by ecoration, cle pavilion curr ently under including furn sign, construction, and Epstein Pavilion"), an construction iture a exte and the p d will further Include p on Little St. nd furnishings, of the o rior ayment of a rovision of th J ames Island ffice necessary for th ll e x pe e s killed labor (t h e - O e proper In nses and disburseme and superv ffice already deliv sta ll a ti on, resbinin n ts In c onnection ision, ered to Little S g and refin therewith, t. James by ishing of the Atelfer Fanc cabinetry ,4. Notwithstan elii. that the lab d in g the provisio or charges fo ns of Sectio existing purc r the installa n 3 hereof, tion of such the pa and agree th hase order be tween Stud cabinetry we rties acknowledge re • of the Cre at such labor charges sh io and Epstein, attached included In a pre- dit against the all be paid fo hereto as- E same. r by Molyne xhibit A, ux without S. a pplication It is a mate Molyneux s rial term of ha this agree Office Pavili ll furnish and cause to ment that as part of th on by January be properly e.C the Office P 1 installed and overed Services avilion will b c , 2010 all of the items li 1, 2010. M e ompleted to sted on Exhib completed at the olyneux agre E p stein's reaso it B he Credit for th e es that the' a g g nable satisfac reto and that 'exceed the provision, in regate amo tion by Janu amount of th stallation a unt to be a ary liability to m e Credit an n d c o m pletion of all p p li e d against the ake any pa d such Items yment to Moly that neither Epstein n shall not neux in res or 1.53 shall pect of any su have any ch Items. EFTA00299568 Case: 3:10-cv-00034-CVG-RM Documeril ft: 8-3 -Filed: 06/11/10 Page 2 of a 6. In the event that by the fifth anniversary f I of the date that this Agreement executed by all of the parties hereto, Stud is io shall not have provided Services in an amount equal to the Cred Covered it, then "on the date of such fifth ann Molyneux shall pay Epstein the unapplied iversary, balance of the Credit by wire tran an account designated in writing by Epstein sfer to to Molyneux (the 'Designated Acc — terrdays-iniorfirthe-fildrATIDIvezary ountsj date. laThe event that Molyneux Is breach of this Agreement In acco deemed In rdance with the provisions of Section 8 then, effective as of the date that Molyneu hereof, x Is in breach under Section R unapplied balance of the Credit as of such hereof, the date shall be due and payable to Promptly upon demand by Epstein to Mo/yneu Epstein. x, Molyneux shall pay Epstein such unapplied .balance by wire transfer to the Designated Account specified in demand. such • 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 Molyneux shall be deemed to be in brea before , ch. 8. In the event of breach of a material twin bf this Agreement, Including, without limitation, a failure to complet e the provision and properInstalla .- completion of any one or more of the tion and items on Exhibit 13 by January i s failure to complete the Office Pavilion 2010 or the to Epstein's reasonable satisfaction by January 1, 2010 which Is not cured by Molyneux Molyneux shall pay Epstein liquidated damages $250,000 within 30 days as - of the expiration of Molyneux's ten opportunity to cure. The parties here day to understand and agree that such • payment is in addition to the pay 5250,000 ment of the unapplied balance of pursuant to Section 6 hereof. The parties the Credit hereto agree that In the event of material breach, the actual amount of dam such a ages sustained by Epstein and LSJ be difficult to ascertain and, und would er the circumstances, the amount liquidated damages is fair and reasonable. of these 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 und Agreement. Further, Epstein and LSJ er this acknowledge that JP and Studio have themselves out as an architect regarding not held the services to be Tendered Agreement under this 10. This Agreement constitutes the enti re agreement between the Parties regarding the-provision of the Covered Serv ices. Each Party acknowledges that Party has not executed this Agreem such ent In reliance on any repr Inducement, promise, agreement, or war esentation, ranty that Is not contained In Agreement or the Settlement Agreement. this IL The Parties agree that the prior drafting history of this Age cement shall be used to construe any term of not this Agreement This Agreement negotiated by each Party and such Part has been y's respective attorneys, and the lang uage 2 EFTA00299569 Case: 3:10-cv-00034-CVG-RM Doc ument 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 dra (-) . this Agreement. fter of 12. The individuals signing this Agreement and the Parties on whoSe behalf Individuals arc signing hereby represent and such wan-ant that they are empowered authorized to sign on behalf of and bind the and Parties for whom they have signed. 13. . Each Party agrees that this Agreement shall be binding upon the successors, and assigns of each Party. heirs, 14. Each Party represents and agrees that such Part ya (i) has fully reviewed this Agreement and has had the opportunity seel to cadvice by independent counsel choosing with respect to the. same; (Ii) fully und of its erstands the terms of Agreement and has entered Into th isAgreern this mit voluntarily without any coercio duress on the part of any person n or or entity; and (iii) was given adequate consider all implications of this Agreem time to ent prior to entering into it • 15. This Agreement may be executed in any number of counterparts, each which shall be deemed an original, but all of of which together shall constitute one the same instrument Signatures of this Agr and eement transmitted by fax shall same effect as original signatures. have the 16. This Agreement may not be amended or modified except by a wri instrument executed by the duly authoriz tten ed representatives of all of the Any waiver of any provision hereof mus Parties. t be in writing and signed by the party charged with such waiver. Any such to be waiver tall be effective only in the instance and for the specific purpose for specific which such waiver is given. No fail the part of any Party to exercise, and ure on no delay In exercising, any right, pow privilege under this Agreement shal er or l operate as a waiver thereof; nor single or partial exercise of any right, shall any power or privilege under this preclude any other or further exercise Agreement thereof or the exercise of any power or privilege hereunder. other right, 17. Any demands, statements, cominunications pursuant to this Agreement-shall be In wri or notices to be provid ting and sent by hand delivery ed reputable overnight courier to the atte or by ntion of the Parties indicated belo such time as notice of any change of per w, until son to be notified or change of forwarded to all Parties: add ress is (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 (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 fi nal, non-appealable judgment in any such suit, action or proceeding brought in any such court shall be I I 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 a court or court agency or court order, the Party making or asked to ditekeure shall inform each of the other Parties of the proposed make the (1) discla.snrc or request for information, and shall, at the request of any Party and at the cost requesting Party, file any disclosure or response to the request for of such about dansettlement or the terms of this Agreement pursuant to a inform ation motion or other formal request that the information be maintained in confidence and/o r 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, asof the date of the day and year first above-written. I.P.MOLYNRUX STUDIO, LTD. By. Juan Pablo Molyneux President YUANPABLO MOLYNEUX C) L.S.T., LW By: Member EFTA00299572 Case: 3:10-cv-00034-CVG-RM Doc ument #: 8-3 Filed: 06/11/10 Page 6 of 8 a court or court agency or court ord er, the Party snaking or asked to mak disclosure shall inform each of the other e the Part request for information, and shall, at the requ ies of the proposed disclosure or est of any Party and at the cost requesting Party, file any disclosure or resp of such about the settlement or the terms of onse to the request for Information this Agreement pursuant to a motion or formal requat that the information be maintai other ned In confidence and/or held und can]. er IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by themselves or their duly authorized be, as of the date of the day and yea repr esen tatives, as the case may r first above-written. MOLYNEUX STUDIO, LTD. lo Pefolynen; • MOLYNEUX • 0 JEFFREY EPSTEIN • L.S.J., LLC By: JAMEY EPSTEIN ?&ember - 5 EFTA00299573 Case: 3 1 0-cv-000 34-C(7G4DVI[s iLladjin ent it 8-3 Filed: 06/11/1 OntFhagess41forMumf 7, 06 29 FAST69,a Srstf:ET ARCHITECTURAL INTER /( >RS S: DECORATION ),IN 103 t ' law RUE C//AN)N • 'Saki r ACV Isina I. ..w4../ma tit FANCEal PANELING 10/I 4/2008 =CUM: 24 EAST 6411i STREET HALL -NEW YORK-NY -1002-1 - . w. 212-935.6537 212-935-6538 Pax Qt:AATITY DESCRIPTION UM COST arrksii En cc tit Woodworking 780,000.00 780,000.00 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 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 / curs, LW-OFFICE 29364 ASV ice OFFICE . au . - ATELLER FANCELLI 63 RUE ALBERT DAILLENNE bAlt l'utMILUO) AI moirassuman 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 • occuraystregFIC<SA //mint t&'%I IN. I NII.M rN %N. 10.7ALE r LI-310-1123 • EFTA00299574 Case: 3:10-cv-00034-CVG-RM Docum ent #: 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 Molyneux and the words you and Juan Pablo "your shall refer to Jeffrey Epstein . propose to include all of the follow ing services and items for the have agreed: $250,000 that we The Office/ Library: Fancelli will complete the installatio n at no cost to you. This means responsible for any Fancelli install that you will not be er expenses Including travel, lodgin etc. After Fancelli finishes the Ins g, food, incidenta tallation, I will decide if the col ls; adequate for the overall ambia or of the paneling nce. If it Is not, I will select color wit is . restain and refinish cabinetry as h your approval and part of the services I will provide The desk .1 will include will be and at no cost to you a bronze contemporary' desk . modern swivel desk chair. I will (Design JPM) with also include a guest desk chair and a lamp I will Include will also be a desk set. lite des contempOrary. I will include an k cushion for the window seat bui upholstered window lt into the cabinetry. In Will Inc seat • with custom tassel trim). For lude 4'pillows (silk velvet the sitting area, I will Include fou upholstered in a cut cotton vel r large scaled club cha vet (Bevilacqua Fabric), two irs lights, a coffee table (Design contemprary reading JPM) with a unique tiger cor contemporary Celestial and Ter al parquetry top, a pair restrial Globes (Design JPM, of Ford), I will provide with you from the movie by r approval the de_sign (which Inc John purchasing the materials) for the ludes selecting, but floor of the structure. I will also not will be a sisal and the hardware include a carpet wh for the cabinetry, which will be ich marine fauna. I will also provid all bronze with shapes e lighting and editing design wit of structure. I will provide the ceiling h your approval. for the painting'WhIch was previously ord have delivered to St. Tho ered which I Will mas and oversee the proper ins ceiling. I will provide back-up tall atio n of the same on the documentation to you for the pric the rates in the Design Service es and billable hours s Agreement) for the above item (at total amount falls short of $25 s and services and if 0,000, I will provide other the discretion to complete the Off Items at my reason ice Pavikon so that the total amoun abl e t equals $250,000, i wgl make two trips /visits to Little Saint James island on dat reasonable discretion to be necess es determined by me ary or appropriate to overse in my the above work. e, perform and comple te EFTA00299575 Kristen Goff 'torn: ant: o: may, March 17.20 Subject: Kristen Goff; Pilot Molsr 10 B13 AM Fw neUx Categories: Red Category Front: Date: Wed, 17 Mar To: Aurelien Paris Subject: Fw: Sent from my BlackBer ry0 wireless device From: Jeffrey Epstein Date: lialiia:19:35 ••••••••• To: jp -0400 • Cc; I Gary Kemey<0 Subject: Darren yOU are only to com municate with gary kear the facts. ncy, me or through your anny s to darren, Doug does not have all The information containe d in this communication confidential, may be attor is ney- constitute inside informati client privileged, may on, and is intended on the use of the addressee. ly for It is the property of Jeffrey Epstein Unauthorized use, disclo sure communication or any pa or copying of this • n th and may be unlawful. If yo ereof is strictly.prohibited u have received this communication in error, plea " ' I by return e-mail or by e-mail to destroy this communicatio and n and all copies thereof, including all attachments. airit 1,3: 17 ? I EFTA00299576 Document #013 Sent from my plackBerey wireless device Meeting August 20 th 2010 From: VougSChoettlQ Date: Wed, 1.e.firareale To: <-. 9 aolstint> ' Cc: c i < Rowlesof ; Subject: Fanc Punch List FANCELLX PUNCif LIST Wood Paneling at LS) office -- ....„ _ — --:-.. 1-1-: Complete the installation of the toe molding at the 5F.: _ z.ic-- -,.. 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:dctur e window. Pr: Drill, file and sand perforations at tilt down. desk panels to remo vce` rosi0.-and ragged edges - l.1 ..: 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 flaki - AC Repair cabinet door ng and delaminating. - hardware so that the serer: does not loosen when rotated to operate door and so the hardware the handle is 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 not rust. color that will 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 satisfactorly. take chalk 1---if. Provide additional light bulbs for the - shelf lights inside the cabinets the specification. and provide 7--13. CottFinn the--.- 4,x-of-tite-carpet-ond-provide-under--padding P4-pu ti--14- The staining of the corni - ce should be like the Escorial Librat-y n _dark. with light and r Pli-buriS-The staining of the colum punt ns should highlight the carvings with light 16.A13. wood surfaces in the room are to desk tops are unfinished. be finished, currently the unde and dark. rsides of the r17.Interiors of the cabinets are to be stained darker the shelf netts are on. so as not to appear orange when Afaria. All wood surfaces are to be varni shed. 19. The sliding panels are unfin ished plywood, how are they to be 20. finished? /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. - ,- , iv13 vs 1---( rc i?)c 1-65 2- . .^fi'l u5 PT/1(4 00o 6a6 7/ l 'el2 6( r-ml/f (7 3. 13 C-AcK-430 Ale-Ix fr<4fix, PDEFENDANT'S IBIT 11••••In. EFTA00299577 Document #014 Meeting August 20' 2010 : Istv Mai Cr* WORK APPROVRt Mcl.nerh Studo 29 East 69th itrer. : Si. lamas cc p Following the on site meeting March 22. • • 33.- 2010, :rn•nr..9„ the Client RePtearantathrt Gary KIP Ray, At 3k5123t0 Molyneux Studio. Juan Pablo molvnevx .9P6 N tcSkS OS Fanceib Paneling: Jean Pierre Fincelli 4. sato tria In regard ig the uttle Saint James Of glace t: par prx Ce NeCt • 2_ SENS ?Ana) 6Ut1 Molyneux Stud* Purchase Order =2680 Fined& Paneling Invoice = 1024 " Li 3I C. OM 4 A-tAc t. 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 Conti 3CIC r ) :9)_ Gary Ker.rleY Yuan Pabro 1:101.yneux Jean Pierre F. anc,≤Ht a EFTA00299578 LAW OFFICES OF {lit- 7 JAY GOLDBERG, 250 PARK AVENUE TWENTIETH FLOOR NEW YORK. NY 1017 7-0 07 7 ♦CLC PM/4C Lital 003.000 0 May 10, 2010 TEIACWITA Met I 143 •0008 VIA E-MAIL: Darren K. Indyke, Esq. Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, New York 10065 FOR USE DURING LITIGA TION Dear Darren: Reference is made to my previo us letters to you. As the record will show, two punch lists were given to Mr. Fancelli. Both were satisf Mr. Molyneux and ied by checkmarks and a sig with authority to bind Mr. nature of a person Epstein. If there are additional client believed warranted Mr items which your . Fancelli's attention, your cli been on the island and no ent should have t "laid back in the grass", claim new problems which were ov ing that there are erlooked when your client's the punch list. personnel prepared Mr. Fancelli traveled from Italy and had one of his cra from Moscow, but still yo ftsmen journeyed ur client did not appear on any selected by your client. Mr. of the three days Molyneux has said that despite the Design Services Agreeme fact that the nt gives him the authority to jud color of the paneling is co ge wh ether the nsistent with the overall ambia he is willing -- and this ha nce of the library, s been expensed to you and yo time — to have Mr. Fancell ur client for some i return to the island to finish the wish, with Mr. Molyneux an cabinetry as you d a representative of his staff pre responsibility must be your clien sent. But the t's to arrange for Mr. Fancell craftsmen to appear, pre-pay the i and his ir expenses and that of Mr. Molyn eux and a EFTA00299579 representative of his office, and to pay for the expense of refinishing the cabinetry with the color your client finds des irable. My previous correspondence should be. tak en n the response to your later served Notice to Cure. This whole controversy could have been avoide d had your client taken the time to appear at the island. 29 EFTA00299580