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Lawyers, other representatives, expert(s), tribunal’s secretary

Final Award

THE UNDERSIGNED ARBITRATOR, having been designated in accordance with the arbitration clause in the agreement entered into between the above-named parties and dated July 24, 2010 ("Agreement"), and having been duly sworn, and having heard the proofs and allegations of the parties, does hereby FIND and render this FINAL AWARD, as follows:

I. BACKGROUND

1.1.
On or about June 24, 2011, Claimants, Unique Sports & Marketing/Ingresso Fácil ("Claimants" or "Unique") commenced this action against Respondents Neceo Raymond McEaddy a/k/a Ray Annis a/k/a "NFRAY," NFA Entertainment, Inc. and Rebel One Management, Inc. (hereinafter the "Annis Respondents") by serving and filing a demand for arbitration and statement of claim ("SoC"), pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA").
1.2.
This arbitration arises out of two contracts entered into between Claimants and one or more of the Respondents, and related negotiations, whereby Respondents agreed to procure and provide the services of international recording artist and performer Robyn Rihanna Fenty a/k/a ("Rihanna") to perform three concerts in Brazil, in Belo Horizonte, Rio de Janeiro and Sao Paulo, during the months of October or November 2010. Claimants advanced US$825,000 to one or more of the Respondents as "deposits" or "advance payments" in connection with the expected Rihanna performances. However, after learning that it appeared that Respondents had perpetrated a fraud upon them and had no authority or ability to secure Rihanna's performances in Brazil, Claimants attempted to get their money back from Respondent, but were only able to recover US$390,000 of the monies. This action followed.
1.3.
In its SoC, Claimants asserted claims against the Annis Respondents for fraud, aiding and abetting fraud, breach of contract, civil conspiracy and unjust enrichment. Claimants sought damages in the amount of US$500,000 which they asserted represented funds that were advanced by the Claimants but not returned, gross revenues. Claimants were to receive by and through Rihanna’s Brazil performances, amounts reasonably expended by Claimants in reliance upon representation made by Respondents and signed contracts between some or all of the parties, plus pre- and post-judgment interest, punitive damages, damages for damage to Claimants’ reputation and attorneys’ fees and costs.
1.4.

On or about July 29, 2011, the Annis Respondents served and filed their Answering Statement denying the allegations made against them and asserting a number of affirmative defenses, including that any damages should be proportioned, that losses were caused, in whole or in part, by others, such as the claimed necessary and indispensable parties Vegas Style Entertainment, LLC, Vegas Style Talent Agency, [Person 1], [Person 2] and [Person 3], and that Claimants cannot prove that the Annis Respondents possess or ever possessed any of Claimants’ money.

1.5.

Prior to commencing the instant Arbitration, Claimants asserted claims in New York Supreme Court, New York County against the Annis Respondents and the following additional parties: Vegas Style Entertainment LLC, Vegas Style Talent Agency, [Person 1], [Person 4] and [Person 2]. That action was styled Unique Sports & Marketing/Ingresso Fácil v. Neceo Raymond McEaddy a/k/a Ray Annis a/k/a/ "Nfaray," NFA Entertainment, lnc., Rebel One Management, Inc., Vegas Style Entertainment LLC, Vegas Style Talent Agency. [Person 1], [Person 4] and [Person 2], Supreme Court of the State of New York, County of New York, Index No. 651500-2010 (the "NY Action").

1.6.
By Order dated March 31, 2011, Hon. Bernard J. Fried, the Judge presiding over the NY Action, granted the Annis Respondents’ application pursuant to CPLR §7503, to stay the New York Action and compel arbitration.
1.7.
Pursuant to Procedural Order No. 1 dated October 13, 2011 ("P.O. No. 1"), the Tribunal permitted, among other things, that on or before October 21, 2011 Claimants could amend their SoC to add any additional parties and set a schedule for the exchange of information.
1.8.
On or about October 18, 2011, Claimants served and filed their First Amended Statement of Claim ("ASoC") adding Vegas Style Entertainment, LLC and Vegas Style Talent (the "Vegas Style Respondents") to the action.1 The ASoC was served upon the Tribunal, the ICDR, Counsel for Annis Respondents and Lee K. Barnes, Jr., Esq., Barnes & Barnes, 445 Broadhollow Road, Suite 229, Melville, NY 11747. Thereafter, on October 25, 2011, Claimants served the ASoC upon Karl C. Seman, Esq., Grunwald & Seman, P.C., 100 Garden City Plaza, Garden City, NY 11530 and counsel for the Vegas Style Entertainment Respondents, 71 South Orange Avenue, Suite 200, South Orange, NJ 07079.
1.9.
By letter dated October 25, 2011, attorney Leo K. Barnes, Jr. advised that his firm Barnes & Barnes had not been retained to appear on behalf of the Vegas Style Defendants and refused to accept service.
1.10.
On November 3, 2011 and November 7, 2011, respectively, Claimants served Grunwald & Seman, P.C. and the Vegas Style Respondents themselves, its First Set of Requests for the Production of Documents ("Requests to Produce").
1.11.
On November 7, 2011, the Annis Respondents served Requests to Produce upon Claimants.
1.12.
On November 17, 2011, Claimants served Responses and Objections to the Annis Respondents’ Requests to Produce.
1.13.
On November 18, 2011, the Annis Respondents served Objections to Claimants’ Requests to Produce.
1.14.
By letter dated November 30, 2011 Claimants submitted a letter seeking to compel the Annis Respondents to produce certain documents pursuant to Claimants’ Request No. 7 (financial statements for the post five year of NFA and Rebel One Management); and No. 8 (tax returns for the past five years filed by Ray Annis, NFA and Rebel One Management).
1.15.
By letter dated December 7, 2011 the Annis Respondents contested Claimants’ application to compel asserting, among other things, that the demands were overbroad in terms of seeking information covering a five-year period. The Annis Respondents also asserted that under New Jersey law, a party cannot be compelled to produce tax return information when the party places his/her income at issue and that they therefore should not be compelled to produce such information.
1.16.
On December 14, 2011, the Tribunal issued Procedural Order No. 2 ("P.O. No. 2"). The Tribunal addressed the parties’ respective position in paragraphs 1.1-1.10 of P.O. No. 2 and determined that, for the reasons set forth in Paragraph 1.7-1.8, that the information sought by Claimants in its Request Nos. 7-8 is relevant to the serious and detailed allegations asserted by Unique in this matter and that Unique is entitled to seek and obtain evidence related to the location and handling of funds it seeks to recover in this arbitration, as well as the existence of the entities involved in the vents out of which Claimants’ claims arose.
1.17.
Accordingly, the Tribunal directed that such documents be produced by the Annis Respondents, but only for the years 2009, 2010 and 2011. Further, the Tribunal ordered that they be produced on or before December 21, 2011.
1.18.
In P.O. No. 2, the Tribunal also set the additional dates for the gathering of evidence. Specifically, despite that Claimants served their Requests to Produce upon the Vegas Style Respondents on or about November 7, 2011, the Tribunal deemed them served on December 14, 2011 and extended the Vegas Style Respondents time to Requests to Produce until December 21, 2011.
1.19.
In addition, the Tribunal directed that (i) on or before December 21, 2011, the Vegas Style Respondents were to serve objections, if any, to the Requests to Produce; and (ii) on December 28, 2011, the Vegas Style Respondents were to produce to Claimants documents to which the Vegas Style Respondents did not object. Finally, the Tribunal stated that any dispute relating to document discovery should be referred to the Tribunal on or before January 6, 2012.
1.20.
The Vegas Style Respondents failed to produce documents or file objections in response to Claimants’ Requests to Produce.
1.21.
By email dated December 22, 2011, Claimants wrote to the Tribunal with respect to alleged deficiencies in the Annis Respondents’ document production. Specifically, Claimants asserted that the Annis Respondents failed to produce documents showing:

(i) communications between the Annis Respondents and any other party in the case;

(ii) the Annis Respondents’ prior deals and promotional materials;

(iii) prior successful deals brokers;

(iv) records of fund transfers between and amongst the Annis Respondents;

(v) legal formation and other corporate documents of NFA and Rebel One; and

(vi) prior legal actions instituted against any of the Annis Respondents.

1.22.
Claimants requested that the Tribunal order the Annis Respondents to conduct a complete search of their electronic and hard copy files, produce responsive documents and have counsel certify that no additional unproduced documents remain. Claimants requested sanctions, including evidence preclusion against the Annis Respondents should they fail to comply.
1.23.
Claimants also asserted that the Annis Respondents failed to produce the financial information as directed by the Tribunal in P.O. No. 2, and requested unspecified sanctions as a result.
1.24.
On December 22, 2011, the Tribunal directed counsel for the Annis Respondents to respond on or before the close of business on December 27, 2011. Counsel requested an extension until January 6, 2012 to respond. The Tribunal granted the extension request and ordered that a detailed written response be submitted on or before noon on January 6, 2012.
1.25.
By order dated January 9, 2012 ("January 9 Order"), later incorporated into Procedural Order No. 3 ("P.O. No. 3"), the Tribunal, after considering the submissions of the parties on the various topics raised:

(i) denied the Vegas Style Respondents’ application for reconsideration of the previous opinion dated December 6, 2011, and reaffirmed in Procedural Order No. 2 dated December 14, 2011 thereby confirming that the Vegas Style Respondents’ remained parties to this proceeding;

(ii) ordered the Annis Respondents to provide, in writing, on or before Friday, January 13, 2012, a sworn statement setting forth (i) a description of the efforts undertaken to locate such documents; (ii) when and over what period of time such efforts were undertaken; and (iii) the identity of the person(s) who undertook such efforts, including their name, employer and title, Assuming such information is unsatisfactory, and that the Annis Respondents to not produce the requested documentation, Claimants shall also be permitted, as the appropriate time, to make an application for sanctions, including a request that the Tribunal draw an adverse inference from the non-production of responsive documents and/or taken any such failure into consideration when considering an application for awarding fees and/or costs in this matter;

(iii) directed the Annis Respondents to produce, also by Friday, January 13, 2012, all publicly filed documents related to the lawsuit referenced in the January 6, 2012 submission by Claimants, namely those in Pump Productions Corp. v. NFA Entertainment and Ray Annis, Index No, 651118/2011, involving a breach of contact claim for failure to deliver Lady Gaga for an event and seeking return of plaintiff's deposit. Counsel for the Annis Respondents was also directed to provide a statement, in writing, that there are no other pending legal proceedings against these entities or Ray Annis.

(iv) ordered that the Annis Respondents produce the financial information ordered produced in P.O. No. 2 on or before Friday, January 13, 2012 and advised that failure to produce such documentation may result in sanctions as deemed appropriate by the Tribunal which include, but are not limited to, the drawing of adverse inferences in connection with the failure to provide such information.

(v) ordered the Vegas Style Respondents to produce documents responsive to Claimants’ Request to Produce on or before Friday, January 20, 2012;and

(vi) gave the Vegas Style Respondents until January 13, 2012 to serve Request to Produce and directed that objections must be served on or before January 20, 2012, that documents as to which no objections were made shall be produced on or before January 27, 2012 and submissions with respect to any objections shall be made to the Tribunal by that same date.

1.26.
On January 13, 2012, counsel for the Annis Respondents informed the Tribunal that Mr. McEaddy had given him 80 pages of financial information, which related to only to Rebel One Management.
1.27.
On January 24, 2012, with respect to the Vegas Style Respondents, counsel for Claimants:

(i) confirmed that the Vegas Style Respondents did not serve any document requests as permitted by the Tribunal;

(ii) the Vegas Style Respondents failed to produce responsive documents, or any response whatsoever, to Claimants’ discovery requests despite being ordered to do so by the Tribunal; and

(iii) requested sanctions against the Vegas Style Respondents including, among other things, that as adverse inference be drawn against the Vegas Style Respondents for other failure to comply with order of this Tribunal;

1.28.
Counsel for Claimants provided a lengthy recitation of the Annis Respondents’ alleged failures to comply with P.O. No. 2 and the January 9 Order. For example, Claimants noted that the Annis Respondents’ failed to provide the sworn statement related to its efforts to locate responsive documents and also failed to produce information related to: (i) communications between the Annis Respondents and any other party in the case; (ii) prior deals and promotional materials; (iii) prior successful deals brokered; and (iv) records of fund transfers between and amongst the Annis Respondents. Claimants also asserted that the statement by the Annis Respondents that "there are no additional communications" other than those produced was false and cited to communications that Claimants had in their possession that were sent to, or copied, NFA Entertainment, an entity that Mr. McEaddy a/k/a Ray Annis controls.
1.29.
Claimants also stated that the Annis Respondents failed to produce documents as ordered related to the Pump Productions matter, produced financial information from Rebel One Management only, and failed to produce any financial information from Mr. McEaddy personally or NFA Entertainment. The Tribunal understands that these documents were never produced by the Annis Respondents.
1.30.
Claimants requested the following relief against the Ray Annis Respondents: (i) that an adverse inference be drawn against them; (ii) that they be precluded from introducing any documents not otherwise produced by Claimants or the Annis Respondents in this Arbitration; and (ii) that sanctions be imposed including an award of Claimants’ attorneys fees incurred in drafting unanswered discovery requests, communicating with the Tribunal regarding same, and responding to the Annis Respondents’ various letter/e-mail objections falsely professing that all responsive documents, communications and materials have been produced.
1.31.
On January 31, 2012, the Tribunal issued P.O. No. 3 which: (i) reaffirmed the January 9 Order; (ii) directed the Annis Respondents to provide the sworn statement setting forth the information ordered to be provided on or before January 13. 2012 pursuant to the January 9 Order; (iii) ordered that the remaining financial documents be produced, as well as all publicly filed documents relating to the lawsuit styled Pump Productions Corp. v. NFA Entertainment and Ray Annis.
1.32.
The Tribunal also directed the Vegas Style Respondents to advise the Tribunal, in writing, and within five business days from the date of P.O. No. 3 whether it complied with paragraph (III) of the January 9 Order or, if it had not, that adverse inferences may result from such non-compliance absent good cause shown.
1.33.
The Tribunal also confirmed that the issues raised by Claimants in their January 24, 2012 submission would be addressed at the hearing or in the final award.
1.34.
In P.O. No. 3, the Tribunal also set a schedule for pre-hearing exchanges, notices requiring witnesses to attend the hearing for cross-examination and setting a hearing date for March 29-30, 2012. The hearing was scheduled to be held at the office of Crowell & Moring LLP, 590 Madison Avenue, 22nd Floor, New York, NY 10022, without prejudice to the legal seat of the arbitration which is New Jersey. The Tribunal also set forth the general procedure for the hearings.
1.35.
Thereafter, on February 1, 2012, Claimants requested an extension from February 17, 2012 until Monday, February 20, 2012, to make the submission required by paragraph 4.1, i.e., pre-hearing brief, written witness statements and expert witness statements, if any. The Tribunal granted Claimants’ request and adjusted all other dates in P.O. No. 3 accordingly.
1.36.
On February 9, 2012, counsel for the Annis Respondents stated, pursuant to P.O. No. 3, Section 2.2, that he was unaware of any other legal proceedings against his client other than the matter styled Pump Productions Corp. v. NFA Entertainment and Ray Annis.
1.37.
On February 20, 2012, Claimants submitted their Pre-Hearing Brief, accompanying Witness Statement of [Person 5], Chief Executive Officer of Claimants, and exhibits. Claimants also raised again issues related to the Respondent’s failure to produce documents as ordered by the Tribunal.
1.38.
Specifically, Claimants asserted that the Vegas Style Respondents failed to comply with paragraph 2.3 of P.O. No. 3 which required the Vegas Style Respondents to advise, in writing, by February 6, 2012, "whether it has complied with paragraph (III) of the January 9, 2012 Order [and] [i]f it has not done so, absent good cause shown, appropriate negative inferences may result from such non-compliance." Claimants renewed their request that adverse inferences be drawn against the Vegas Style Respondents for its apparent violation of Procedural Order 3. The Tribunal is unaware of the Vegas Style Respondents having complied with Procedural Order 3, or any other Order issued by the Tribunal.
1.39.
Claimants also asserted that the Annis Respondents were in continued violation of both the Tribunal’s January 9 Order and P.O. No. 3, paragraph 2.1, which required the Annis Respondents to provide a written, sworn statement related to document collection efforts. Claimants also asserted that the Annis Respondents failed to produce full financial information as directed by the Tribunal and again renewed its application the adverse inferences be drawn against the Annis Respondents and that Claimants be awarded attorneys’ fees incurred in drafting its discovery request and in connection with its responses to the Annis Respondents objections.
1.40.
On March 5, 2012, the Annis Respondents submitted their Pre-Hearing Brief, Witness Statement of Neceo Ray McEaddy a/k/a Ray Annis a/k/a "NFRAAY," and exhibits.
1.41.
On March 14, 2012, Claimants submitted their Reply Brief in this matter.
1.42.
On March 16, 2012, pursuant to P.O. No. 3, the ICDR sent the Notice of Hearing giving all parties notice that the hearing would be held on Thursday, March 29, 2012 from 9:30 a.m. - 5:30 p.m. at the offices of Crowell & Moring LLP, 590 Madison Avenue, 22nd Floor, New York, NY 10022.
1.43.
On March 19, 2012, the Tribunal sent another notice to the Vegas Style Respondents attaching pleadings and correspondence and advising them that: (i) due to their failure to answer the First Amended Demand for Arbitration, they were deemed to have denied all allegations pursuant to Rule 4(c); (ii) re-confirming the March 29 and 30 hearing dates and providing final notice thereof, and (iii) advising that pursuant to R-29, the Vegas Style default would not preclude the Tribunal from holding the hearing on the merits and hearing evidence against all parties, including the Vegas Style Respondents, nor would it preclude this Tribunal rendering the final award as to all parties.
1.44.
On March 29, 2012, the hearing was commenced as scheduled. However, due to Claimants’ failure to provide translations of documents as required by paragraph 4.8 of P.O. No. 3, and the Annis Respondents’ objected to moving forward with the hearing without such translations. The Tribunal ruled that the hearing would need to be rescheduled in order for the Annis Respondents to have the opportunity to receive such translations prior to the hearing.
1.45.
Accordingly, by Notice of Hearing dated March 29, 2012, the ICDR informed all parties of the new hearing date of May 4, 2012.
1.46.
The hearing in this matter took place on May 4, 2011, the parties submitted post-hearing submissions, and the Tribunal closed the record on July 13, 2012.

II. JURISDICTION

2.1.
The Performance Contract dated July 24, 2010, which was signed by Claimants, the Annis Respondents and the Vegas Style Respondents provides in ¶ 24:

This Agreement shall be construed in accordance with the laws of the State of New Jersey without regard to its application of choice of laws. Any claims or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Newark, New Jersey in accordance with the commercial rules and regulations then in effect of the American Arbitration Association. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award may be entered in any court having jurisdiction thereof.

Exhibit C-3 (hereinafter "Ex. C-3") (emphasis added).

2.2.
After being served with the ASoC, the Vegas Style Respondents asserted, in essence, that the Tribunal has no jurisdiction over them based upon an automatic stay in place in a bankruptcy proceeding in United States Bankruptcy Court in New Jersey.
2.3.
However, by Order dated September 26, 2011, the Honorable Novalyn L. Winfield of Bankruptcy Court for the District of New Jersey in the action styled In Re: Vegas Style Entertainment, LLC a/k/a Vegas Style Talent Agency LLC, Chapter 7, No. 11-25266-MS, granted Unique’s motion for an order granting relief from the automatic stay and waiver of Rule 4001(A)(3) and authorized Unique to recommence the NY Action as to Vegas Style Entertainment LLC a/k/a Vegas Style Talent Agency LLC.
2.4.
By letter dated December 1, 2011, Hamlet E. Goore, counsel for [Person 1] ("[Person 1]"), Vegas Style Entertainment, LLC and Vegas Style Talent Agency, in pending bankruptcy cases, asserted that proceedings against the Vegas Style Respondents ([Person 1] was not made a party to the arbitration) were barred based upon the automatic stay despite the U.S. Bankruptcy Court granting Claimants relief from the automatic stay as to the Vegas Style Respondents, but not as to [Person 1].
2.5.
On December 1, 2011, counsel for Claimants sent the Tribunal an e-mail in response addressing Mr. Goore’s assertions. The following day, December 2, 2011, Mr. Goore responded to the e-mail from counsel for Claimants wrote to the Tribunal in response and reiterated that the granting of Claimants’ application for relief from the automatic stay as to the Vegas Style Respondents, but not as to [Person 1] personally, meant that the automatic stay barred any proceedings against the Vegas Style Respondents.
2.6.
On December 6, 2011, the Tribunal, considering the parties submissions, and the September 26, 2011 Stay Relief Order, denied the Vegas Style Respondents’ application to bar the instant arbitration from proceeding against the Vegas Style Respondents. The Tribunal also confirmed that the Vegas Style Respondents had acknowledged receipt of the ASoC, that they failed to respond and that pursuant to Rule 4(c) the Vegas Style Respondents were deemed to have denied other claims against it and that the arbitration would proceed.
2.7.
In paragraphs 2.1-2.3 of P.O. No. 2, dated December 14, 2011, the Tribunal addressed the addition of the Vegas Style Respondents to the Arbitration. As set forth in paragraph 2.2, the Tribunal found that based upon the Stay Relief Order dated September 26, 2011, granting of Unique’s request for relief from the automatic stay by the United States Bankruptcy Court as to the Vegas Style Respondents, the Vegas Style Respondents are proper parties to this proceeding.
2.8.
By letter dated December 23, 2011, Hamlet E. Moore, Esq., counsel for the Vegas Style Respondents, wrote to the Tribunal asking that the Tribunal reconsider its decision in paragraphs 2.1-2.3 of P.O. No. 2 finding the Vegas Style Respondents are parties to this proceeding based upon the United States Bankruptcy Court’s lifting of the automatic stay as to the Vegas Style Respondents. Counsel cited several cases for the proposition that the automatic stay applies to individuals and their closely held entities.
2.9.
Counsel also claimed that the Tribunal’s decision constituted a "willful violation" of the automatic stay and advised the Tribunal that if the decision was not reconsidered and this matter proceeded against the Vegas Style Respondents that it was at the Tribunal’s "own peril" and that counsel and would resist by "available legal means and possibly "seek redress personally against you [the Tribunal]."
2.10.
By the January 9 Order, later incorporated into P.O. No. 3, the Tribunal, after considering the submissions of the Vegas Style Respondents the Tribunal denied the Vegas Style Respondents’ application for reconsideration of the previous opinion dated December 6, 2011, and reaffirmed in P.O. No. 2 dated December 14, 2011 thereby confirming that the Vegas Style Respondents' remained parties to this proceeding;
2.11.
Accordingly, the Tribunal possesses jurisdiction over Claimants, the Annis Respondents and the Vegas Style Respondents.

III. FINDINGS OF FACT

3.1.

The evidence in this case consisted of: (i) the witness statement of [Person 5], CEO of Unique; (ii) the witness statement of Neceo Ray McEaddy a/k/a Ray Annis a/k/a "NFARAY" ("Mr. McEaddy") on behalf of himself and NFA Entertainment, Inc. ("NFA") and Rebel One Management, Inc. ("Rebel One"); and (iii) documentary evidence submitted by both sides.2 Ms. [Person 5], using a Portuguese translator, testified on Unique’s behalf and was cross-examined by counsel for the Annis Respondent. Mr. McEaddy testified on behalf of the Annis Respondents and was cross-examined by counsel for Unique.

A. Summary of Claimants’ Factual Evidence

3.2.
In the spring of 2010, Claimants sought to book a high-profile music artist to perform in Brazil and Unique would produce and promote such events. [Person 5] Witness Statement ("[Person 5] Stmt") at ¶ 3. To that end, in June 2010, Unique was introduced to [Person 2] ("[Person 2]"), a music industry contact of a local Brazilian celebrity named [Person 6], an entertainment figure in Brazil. Id. at ¶ 4. [Person 2], in turn, advised Unique that he could put Unique in contact with agents and promoters in the United States who represent high-profile acts. Id. at ¶ 5.
3.3.
Thereafter, [Person 2] introduced Unique to [Person 1] ("[Person 1]") and [Person 4] ("[Person 4]") and [Person 1]’s businesses Vegas Style Entertainment LLC and Vegas Style Agency ("Vegas Style") and advised Unique that they had all collaborated on numerous successful deals. Id. ¶¶ at 6-7. After being given a list of potential artists to perform in Brazil, Unique selected Rihanna to perform. Id. at ¶ 10.
3.4.
On June 21, 2010, Vegas Style, [Person 1] and [Person 4] forwarded to Unique’s agent in Brazil a message purporting to be from Ray Annis, VP of Operations at Roc Nation. Id. at ¶ 11; see Exhibit C-4 ("Ex. C-4"). The attached e-mail stated, "[o]n behalf of Roc Nation we authorize [Person 1] of Vegas Style Entertainment to bring offers for our Recording Artist ‘Rihanna.’ We have worked closely with Mr. [Person 1] for some time now, and have conducted his business with us to the highest of standards." Id. Ms. [Person 5] testified that she understood this to mean that Vegas Style knew Ray Annis and had prior business dealings with Ray Annis and Roc Nation and that Ray Annis was the authorized representative of Roc Nation and Rihanna and had the authority to book Rihanna for performances in Brazil. Id.
3.5.
Ms. [Person 5] also testified that Unique was unaware that Ray Annis was not affiliated with Roc Nation or Rebel One LLC or any other authorized representative of Rihanna. Id. at ¶ 13. On July 1, 2010, [Person 6], as representative of ShowMan Producoes, acting for and on behalf of Unique, entered into a Talent Binder Agreement with Vegas Style, [Person 1] and [Person 4]. see Exhibit C-2 ("Ex. C-2" or "Talent Binder"). Unique agreed to engage [Person 1] and [Person 4] for and on behalf of Vegas Style Entertainment Agency, as their Agents, to secure Rihanna for three concerts in Brazil. Id. The Talent Binder said that Rihanna was being booked as part of the "Roc Nation Touring NYC, NY." Id.
3.6.
The Talent Binder also stated that Rihanna’s rate per show was US$550,000 and that total compensation for the three concerts in Brazil would be US$1,650,000. Id. The Talent Binder required immediate payment of a US$55,000 deposit, followed by another payment of US$165,000 such that 10% of the total would be made as a down payment. Id. Payment was to be made by wire transfer or cash to "Vegas Style Escrow" at TD Bank, 105-109 Mulberry Street, Newark, NJ, Account Number [Redacted], ABA Number 031201360, SWIFT Code [Redacted] (the "TD Bank Account"). Id. Additional deposits were to be made to the TD Account as follows: 40% of the total fee on August 15, 2010; 25% of the total fee on September 15, 2010; and 25% of the total fee on October 15, 2010. Id. Such funds were to be held in a "non-interest baring [sic] account until all parties meet all requirements." Id.
3.7.
Based on the foregoing, on July 5, 2010, Unique wired US$55,000 to Vegas Style’s account. [Person 5] Stmt at ¶ 20; see also Exhibit C-11 ("Ex. C-11"). Ms. [Person 5] testified that between July 6, 2010 and July 21, 2010, Unique, [Person 1], [Person 4] and Ray Annis negotiated various aspects of the deal for Rihanna to perform in Brazil. Id. at ¶ 21. Ray Annis testified at the hearing that he recalled being on at least one telephone conference with Unique and others discussing the Rihanna deal.
3.8.
After confirming receipt of the US$55,000, [Person 1] and a "Mark," purportedly Mark Jordan, negotiated dates and [Person 1] relayed the information to Unique. Id. at ¶¶ 23-25; Exhibit C-5 ("Ex. C-5"). On July 14, 2010, [Person 1] confirmed to Unique that Rihanna would agree to do three performances in Brazil during the October 20-26 time period. Ex. C-5. On July 20, 2010, Unique wired US$110,000 to Vegas Style’s TD Bank Account.3[Person 5] Stmt at ¶ 28; Exhibit C-12("Ex. C-12"). None of this money was maintained in an escrow account and a substantial portion was transferred to a bank account at JP Morgan Chase, controlled by Respondent NFA Entertainment, Inc. ("NFA"). Id. at ¶ 28; Ex. C-12. Mr. McEaddy testified that he controls NFA Entertainment Inc.
3.9.
On July 24, 2010, Unique, NFA c/o Rebel One Management, and Vegas Style executed a Performance Contract which stated it was between "Rihanna c/o Rebel One Ent" and "Unique Sports & Marketing" and "Ingresso Facil" (the "Performance Contract"). Ex. C-3. The Performance Contract acknowledged receipt of Unique’s US$165,000 payment. Id. Ray Annis Signed the Performance Contract on behalf of NFA, Rebel One and purportedly on behalf of Rihanna. [Person 5] Stmt at ¶ 30; Ex. C-3.
3.10.
The Performance Contract memorialized the parties prior agreement and confirmed that: (i) Rihanna would perform three concerts in Brazil (at Mineirinho in Belo Horizonte, PraÇa da Apoteose in Rio de Janeiro and Anhebi in Sao Paulo); (ii) Unique would make additional payments as per the Talent Binder; and (iii) the gross revenue from the shows would be US$4,250,000. Ex. C-3. On August 9, 2010, Unique, Vegas Style, [Person 1], [Person 4] and Ray Annis agreed to change the performance dates to November 26, 27 and 28, 2010. [Person 5] Stmt at ¶ 32; Exhibit C-24 ("Ex. C-24").
3.11.
On or about August 16, 2010, Unique wired US$660,000 to Vegas Style’s TD Bank Account. Id. at ¶ 33; Ex. C-12. Ray Annis confirmed receipt of the funds and advised, among other things, told [Person 1] that "[Y]our client can also start alerting the media outlets in Brazil of the upcoming shows with Rihanna." Exhibit C-6 ("Ex. C-6"). Ms. [Person 5] testified that Unique began promoting the performances in Brazil and expended significant sums of money. [Person 5] Stmt at ¶ 35. Unique claimed that is made payments of US$10,000 to secure a promoter, US$80,000 down payment to hold venues, and Brazilian Real R$30,000 (about US$17,500) down payment to an advertising agency. Id. at ¶ 36. However, when questioned by the Tribunal whether she received any of the money back Mr. [Person 5] confirmed that Unique had either received their money back or received "credit" against future services.
3.12.
On August 21, 2010, Unique corresponded with the WMA Agency ("WMA") and Marc Jordan of Rebel One LLC, as opposed to Rebel One Management, Inc., with which Ray Annis is affiliated. Id. at ¶ 37. Unique advised them that it had signed a contract for Rihanna to perform in Brazil which was authorized by Jordan. Id. Unique contacted [Person 1] to ask what was happening, [Person 1] simply told Unique "don't worry" and "I’m already on top of it." Id.; Ex. C-6.
3.13.
On August 23, 2010, WMA sent a cease and desist letter to Unique asserting that WMA was the role and exclusive booking agent for Rihanna and that she was not confirmed to perform in Brazil. Id. at ¶ 40; Exhibit C-7 ("Ex. C-7"). WMA also demanded that Unique immediately remove Rihanna’s name from all advertisements and all activities to promote Rihanna’s performances in Brazil. Id.
3.14.
Thereafter, [Person 2] continued to try to convince Unique that they were "dealing with a legitimate group" and that they could be trusted and that the episode was a misunderstanding arising from WMA being upset about losing out on a commission. Id. at ¶¶ 41-43. In addition to speaking with [Person 2], Unique communicated with [Person 1] who advised, as did [Person 2], that the problem was that William WMA was upset about losing a commission and that Marc [Jordan] was "playing unfair." Id. at ¶ 43; Exhibit C-8 ("Ex. C-8").
3.15.
Ms. [Person 5] testified that on August 26, 2010, she traveled, unannounced, to New York to investigate. Id. at ¶ 45. She first went to the address given by Rebel One Management and was advised that no one in the building operated under that name. Id. She contacted [Person 1] who said he was in a meeting with Roc Nation and provided her with the address. Id. However, when she arrived [Person 1] was nowhere to be found. Id.
3.16.
She testified further that she then went to the Roc Nation address on the authorization which was sent by a Ray Annis, "VP of Operations" at Roc Nation and that there was no 880 Eighth Avenue in Manhattan. Id. at ¶ 46.
3.17.
[Person 1] then met with Ms. [Person 5] and advised that the deal was fine and that it would all be resolved by Monday, August 30. Id. at ¶ 47. No resolution occurred.
3.18.
On August 31, 2010 Ms. [Person 5] contacted Ray Annis and asked to speak to someone who could speak for Roc Nation. Id. at ¶ 48. Ray Annis told her to contact [Person 3] "at Rebel One" who he said was Marc Jordan’s "right hand man" and that [Person 3] would meet with her at Rebel One LLC’s office. Id. Annis told here he would meet her at [Person 3]’s office after he got out of the studio. Id. When Ms. [Person 5] arrived at Rebel One LLC, she was advised that [Person 3] was not employed by Rebel One LLC. Id. ¶ 49. Ms. [Person 5] called [Person 3] on his cell phone and [Person 3] stated that he was in Florida, not New York. Id. He also stated that he never agreed to meet with Unique and that a Ray Annis had called him requesting help with the Rihanna deal. Id. [Person 3] said that he told Annis he would reach out to some of his contacts, but that he did not pursue the matter further. Id.
3.19.
On August 31, 2010, Unique demanded return of all amounts wired to secure Rihanna’s performance. Id. at ¶ 50. On September 1, 2010, Vegas Style wired US$390,000 to Unique. Id. at ¶ 51; Exhibit C-15 ("Ex. C-15"). The money did not come from the TD Bank Account, but instead a completely different Vegas Style account at Standard Chartered Bank. Id. Furthermore, the US$390,000 was sent to the Vegas Style Respondents by Mr. McEaddy from his Rebel 1 bank account at JP Morgan Chase. Exhibit R-7 ("Ex. R-7").
3.20.
Despite demands for the remaining US$425,000, neither the Vegas Style Respondents nor the Annis Respondents returned any more money to Claimants. Baslimelli Stmt at ¶ 52. Ms. [Person 5] testified that the actions of the Respondents caused Unique professional and reputational harm. Id. at ¶ 53. She further testified that WMA would no longer to business with them, there is a lost of trust among its customers and that Unique lost many ticket sales. Id. Unique also lost out on the direct revenue it was to received from the performances. Id. Unique claims that this almost destroyed the company. Id.

B. Summary of the Annis Respondents’ Factual Evidence

3.21.

Neceo Ray McEaddy, a/k/a Ray Annis a/k/a "NFARAY" testified on his own behalf and on behalf of Respondents NFA Entertainment, Inc. and Rebel One Management, Inc. McEaddy testified that he was worked in the entertainment industry, often as a facilitator, assisting nightclubs or other establishments, in obtaining the services of an artist to perform there. See Neceo Raymond McEaddy Witness Statement ("McEaddy Stmt") at ¶ 2. McEaddy testified that he most frequently works at booking DJs at clubs around the country. Id.

3.22.
McEaddy testified that he established NFA Entertainment, Inc. in April 2005 and that he operated the entity until November 2010, but it was not dissolved until April 2011. McEaddy Stmt at ¶ 3; Exhibit R-l ("Ex. R-l") (NYS Department of State document reflecting the dissolution of NFA on April 27, 2011).4 McEaddy also testified that he established an entity Rebel 1 Management, Inc. in 2010, but denied creating that entity for the "sole purpose of misleading Unique into believing that it was dealing with Marc Jordan, who is President of Rebel One LLC." Id. On cross-examination, Mr. McEaddy was asked if he knew why the address of Rebel One Management, Inc., the entity he controls, was listed as 142 West 57th Street, 5th Floor, the actual address of Rebel One, LLC, under the "Beneficiary Address on the TD Bank wire transfer form sending him US$528,750 from Vegas Style Entertainment for "DEPOSIT FOR RIHANNA 3 DATES IN BRAZIL," he responded that he did not know how to explain this "coincidence." See Ex. C-14.
3.23.
McEaddy denies that he ever posed as Jordan and "other than possibly being a party during a conference call between [Person 1] and Unique or party to an e-mail chain" he never had any direct dealings with anyone from Unique regarding the Rihanna deal prior to Unique "pulling the plug" on the deal. Id. Thus, he claims it was "inconceivable" that he would have created Rebel 1 Management, Inc. for the sole purpose of misleading Unique into entering into the Rihanna deal, as Claimants have asserted. Id.
3.24.
McEaddy also testified that in June 2010 he was contacted by [Person 1] to serve as a "facilitator" in order to obtain the services of Rihanna in Brazil, but that he had never done any prior deals with him and be believed that [Person 1] "obtained my name and number from a mutual friend." McEaddy Stmt at ¶ 4. McEaddy denies creating the Roc Nation document sent to Unique on June 21, 2010 which stated, "[o]n behalf of Roc Nation we authorize [Person 1] of Vegas Style Entertainment to bring offers for our Recording Artist’Rihanna.’ We have worked closely with Mr. [Person 1] for some time now, and have conducted his business with us to the highest of standards." Id. at ¶ 5; Exhibit B; Ex. C-4. This document was purportedly sent by "Ray Annis, Roc Nation, VP of Operations, 880 Eighth Avenue, 17th Floor, New York, NY 10019." Id. McEaddy asserts that Rihanna was not even managed by Roc Nation at the time, but by Jordan and WMA. Id., footnote 1. Thus, he claims "it is nonsensical to believe that I would have created a fake Roc Nation document to mislead Unique into believing that he managed Rihanna, when Roc Nation did not even manage Rihanna at the time." Id.
3.25.
McEaddy further testified that he had dealt with Roc Nation before and was aware that its address was not 880 Eighth Avenue and that the company is actually located on Broadway. Id. He claims that if he was going to create a fake document that he would have at least used the company’s actual address, but guesses that the document would have been created by [Person 1] as it was sent to [Person 5] by Vegas Style and not Annis. Id. McEaddy makes reference to an email dated June 21, 2010 at 5:16 p.m. is sent from an e-mail address, [Redacted], but claims that was not his e-mail address and notes that [Person 1] sends the e-mail to Annis’ "actual e-mail address, [Redacted]." Id. at ¶ 6; Ex. C-4. McEaddy asserted that "if [Person 1] believed that the [Redacted] was a true e-mail address for me, he would have sent his response to that address" and that the failure to do so corroborates his understanding that [Person 1] created the fake e-mail address. Id.5
3.26.
McEaddy also disputes Unique’s assertion that he created Rebel 1 Management (which McEaddy refers to also as Rebel One Management) for the "sole purpose of misleading Unique into believing that it was dealing with Jordan, who is the President of Rebel One, LLC, by using the [Redacted] e-mail," Id. at ¶ 8. He "adamantly" denies creating the "Fake Mark Jordan Address" and stated that if he truly formed "Rebel One Management" which he also refers to as "Rebel 1 Management" with the intent of creating the fake e-mail address, he would not have used an AOL account address, but instead would have used a domain name for the e-mail address that contained rebelone, such as [Redacted] instead of an AOL account that can be created by anyone with access to AOL." Id. at ¶ 10.6
3.27.
McEaddy refers to Ms. [Person 5]’s testimony that Unique, after wiring US$165,000 to Vegas Style, entered into the July 24, 2010 Performance Contract, that in August 9, 2010, upon Unique’s request, Rihanna’s dates were moved to late November 2010, and that on August 15, 2010, Unique wired US$660,000 to Vegas Style. Id. at ¶ 11. McEaddy claims that at about this time, August 15, 2010, after he had signed the Performance Contract with Unique, he "became acquainted with [Person 3] of Vision Entertainment Worldwide, which is an entertainment company located in Florida" and that he came highly recommended by "colleagues." Id. at ¶ 12. McEaddy claims he spoke with [Person 3] about obtaining Rihanna for concerts in Brazil and that he responded that it would be "no problem." Id. McEaddy states that on August 19, 2010, "[Person 3] created a Binder/Talent to Engage Talent," two months after the relationship fwith Unique was forged and nearly a month after the Performance Contract was signed by Unique, Vegas Style and Annis and that this document was executed by [Person 1] and [Person 3]. Id. at ¶ 13. However, McEaddy claims that he, not [Person 1], wired US$75,000 to [Person 3]’s account at Bank of America and that [Person 3] acknowledged receipt of US$75,000 by letter dated Monday, August 23, 2010.7
3.28.
A document reflecting wire transfers incoming to accounts controlled by Annis reflect that on July 21, 2010, prior to the July 24, 2010 date of the Performance Agreement, NFA Entertainment Inc. received a US$45,000 wire transfer from Vegas Style Entertainment identifying it as "Rihanna 10% Deposit To Hold Dates." Exh. F to McEaddy Stmt. It also reflects that on August 19, 2010, Rebel 1 Management Inc. received a wire transfer of US$528,750 from Vegas Style Entertainment identifying it as "Deposit For Rihanna 3 Dates" and an outgoing transfer for US$75,000 to [Person 3]’s bank account. Id.8
3.29.
McEaddy testified that it was his "firm belief’ that [Person 3] would have been able to obtain the services of Rihanna for the performances, that [Person 3] told him he could "get the deal done" and that it was Unique who "pulled the plug" on the deal. McEaddy Stmt at ¶ 14. The Tribunal notes again, however, that he did not even know Mr. [Person 3] until after Unique had wired USS825,000 to Vegas Style, at least US$573,750 of which made its way to Annis’ bank accounts for NFA Entertainment and/or Rebel 1 Management.
3.30.
McEaddy claims that Ms. [Person 5] stated that she relied upon fraudulent statements made by [Person 1] and [Person 2], but not statements by Annis. McEaddy Stmt at ¶ 15.
3.31.
McEaddy also states that he sent US$390,000 to Vegas Style upon request by [Person 1] on August 26, 2010. Id. ; see also Exhibit R-7 ("Ex. R-7") (check from Rebel 1 Management Inc., 331 W. 57th Street, Ste. 358, New York, NY 10019-3101 to Vegas Style Entertainment for US$390,000 with "Rihanna" written in the bottom left hand side of the check). Exhibit R-6 reflects that McEaddy, via NFA Entertainment or Rebel 1 Management, received US$573,750 from Vegas Style, purportedly paid US$75,000 to [Person 3] and returned US$390,000 to Vegas Style. Exhibit C-13 reflects that McEaddy received another US$165,000. However, McEaddy admits to returning only US$390,000.
3.32.
McEaddy admits that he spoke to Ms. [Person 5] on August 31, 2010, claims he contacted [Person 3], that [Person 3] told him he was in New York City and would meet her at Jordan’s office. McEaddy Stmt at ¶ 17. He claims he did not tell her he would meet her as Ms. [Person 5] states in her witness statement. [Person 5] Stmt at ¶ 48. However, Ms. [Person 5] testified that [Person 3] told her he was in Florida, not New York, and had not agreed to meet her at Rebel One’s offices. Id. at ¶ 49. McEaddy testified that [Person 3] lied to Ms. [Person 5] when he told her that he did not pursue the Rihanna matter. McEaddy Stmt at ¶ 18. McEaddy asserts that other than this one phone call, "after Unique had already pulled the plug on the Rihanna deal," he had never had any direct dealing with anyone from Unique relating to the Rihanna deal other than "possibly being party during a conference call or a party to an e-mail chain"). Id. at ¶ 19.
3.33.
McEaddy points out that Unique acknowledged on September 1, 2010 it received the US$390,000 that he sent to [Person 1]9 and that on September 16, 2010, it commenced an action (presumably the NY Supreme Court action) against other parties, including [Person 1], [Person 4] and [Person 2] and that none of these people are parties to this arbitration. McEaddy Stmt at ¶ 20.
3.34.
McEaddy states that he has not had any business dealings whatsoever with [Person 1] since the Rihanna deal and has not spoken to him since September 2010. Id. at ¶ 21. He claims he never had dealings with [Person 4] or [Person 2] and therefore the claim he worked in concert with them is erroneous. Id. He also states that he too has suffered in his business dealings as a result of "attempting to facilitate this deal." Id. at ¶ 22.

IV. CONCLUSIONS OF LAW

4.1.
The Tribunal finds that the Vegas Style Respondents and the Annis Respondents engaged in an elaborate fraudulent scheme to defraud Claimants out of as much money as they could. The Tribunal also finds that the testimony and evidence presented by Claimant to be, in large part, persuasive and credible. The Tribunal finds that the testimony and evidence presented by the Annis Respondents to be largely untrustworthy, inconsistent and lacking credibility. The Tribunal also finds that the actions of the Vegas Style Respondents and Annis Respondents were intentional, undertaken in bad faith and were wantonly reckless or malicious. Accordingly, the Tribunal accordingly makes the following Conclusion of Law:

A. Common Law Fraud/Fraud In The Inducement

4.2.
Claimants assert claims of common law fraud and fraudulent inducement against both the Annis Respondents and Vegas Style Respondents.
4.3.
Under New Jersey law, in order to prove a claim for common law fraud, the Claimants must establish the following five elements by clear and convincing evidence: "(1) [a] material misrepresentation of a presently existing or past fact; (2) knowledge or belief by defendant of its falsity; (3) an intention that the other person rely on it; (4) reasonable reliance thereon by the other person; and (5) resulting damages." Gennari v. Weichert Co. Realtors, 148 N.J. 582, 610, 691 A.2d 350 (1997) (citing Jewish Ctr. of Sussex Cnty. v. Whale, 86 N.J. 619, 624-25,432 A.2d 521 (1981)).10
4.4.
Based upon the evidence presented at the hearing, and as set forth in Section III, supra, the Tribunal finds that the Vegas Style Respondents and the Annis Respondents committed fraud in connection with their numerous statements of material fact that they were able to provide the services of Rihanna to perform concerts in Brazil and their concerted efforts to conceal this fraudulent scheme after it began to unravel.11 It is also clear that the Vegas Style Respondents and Annis Respondents knew that these statements were false, that they intended that Claimants rely upon the statements, that Claimants did, in fact, rely upon the false statements of material fact, and that Claimants were damaged.
4.5.
The Tribunal is not persuaded by the Annis Respondents position that the e-mail evidence produced by Claimants should not be given any weight, nor is the Tribunal convinced that Mr. McEaddy actually believed that he could procure Rihanna’s services based upon his interactions with a person named [Person 3], who he purportedly met after the Performance Agreement was signed and after Claimants had transferred US$825,000 to the Vegas Style Respondents, the bulk of which was, in turn, transferred to entities owned or controlled by Mr. McEaddy. Nor does the Tribunal find relevant the purported agreement allegedly created by [Person 3].12
4.6.
Based on the parties submissions and the evidence submitted, the Tribunal finds that the Vegas Style Respondents and Annis Respondents are jointly and severally liable to Claimants as a result of their participation in the fraud perpetrated against Claimants.
4.7.
The measure of damages in a fraud action is based on the following principles: (i) the party defrauded may chose to recover actual losses; (ii) where the fraudulent representation also amounts to a warranty, recovery may be had for loss of the bargain; (iii) where circumstances are too vague as to the value of the bargain, damages for actual losses are appropriate; and (iv) benefit of the bargain damages may be awarded if they are proved with sufficient certainty. McConkey v. AON Corp., 354 N.J. Super. 25, 804 A.2d 572 (App. Div. 2002). The benefit-of-the-bargain rule allows recovery for the difference between the price paid and the value of the property had the representations been true. Correa v. Maggiore, 196 N.J. Super. 273, 277, 482 A.2d 192 (App. Div. 1984).
4.8.
In their pre-hearing memorial, Claimants raised the amount of damages sought from those stated in the ASoC to "at least US$5 million," representing "the amount of advanced funds that have not been returned to Unique by Respondents and the gross revenue Unique would have received by and through Rihanna’s Brazil had the deal gone through as agreed." However, Claimants have not met their burden of proving these damages with any degree of specificity or evidentiary support. While Claimants have put forth evidence related to the amount of money they paid to Respondents, and the amount that remains unreturned, no reliable evidence was introduced related to the "gross amounts" which, even assuming it would be the correct measure of damages, remains highly speculative, at best. See ASoC at p. 13.
4.9.
Accordingly, Claimants are not entitled to such damages as they are too speculative and unsupported by competent evidence.13
4.10.
That leaves Claimants’ provable measure of damages as the amount of money paid to Respondents, which amounts were not returned. Claimants have proven that these amounts total US$435,000 and Claimants are entitled to these amounts plus pre-judgment interest of 2.5% starting from the date of the breach, which the Tribunal finds is the date of the first payment by Claimants, July 5, 2010.
4.11.
Due to the Vegas Style Respondents’ and Annis Respondents’ egregious, intentional and malicious conduct, the Tribunal finds that Claimants are also entitled to punitive damages on their fraud claim in the amount of US$500,000 from the Vegas Style Respondents and US$500,000 from the Annis Respondents for a total of US$1,000,000.14

B. Aiding And Abetting Fraud

4.12.
Claimants assert a claim for aiding and abetting fraud against both the Annis Respondents and the Vegas Style Respondents.
4.13.
Under New Jersey law, in order to prove a claim for the tort of aiding an abetting fraud, Claimants must establish that: (1) the party whom the defendant aids must have performed the underlying tort (e.g. fraud) that causes injury, and this must be proved; (2) the defendant must be aware of his role as part of an overall illegal or tortious activity at the time that he provides the assistance; (3) the defendant must knowingly and substantially assist in the principal violation. State, Dep't of Treasury, Div. of Inv. ex rel. McCormac v. Qwest Communications Int’l, Inc., 387 N.J. Super. 469, 484, 904 A.2d 775 (App. Div. 2006).
4.14.
The Tribunal finds that since both the Vegas Style and Annis Respondents were involved in the commission of the underlying fraud, for which they are jointly and severally liable, that it is not necessary to decide upon this claim.

C. Civil Conspiracy

4.15.
Under New Jersey law, "a civil conspiracy is a combination of two or more persons acting in concert to commit an unlawful act, or to commit a lawful act by unlawful means, the principal element of which is an agreement between the parties to inflict a wrong against or injury upon another, and an overt act that results in damage." Banco Popular N. Am. v. Gandi, 184 N.J. 161, 177, 876 A.2d 253 (2005) (internal quotation omitted); see also Morgan v. Union County Bd. of Chosen Freeholders, 268 N.J. Super. 337, 364, 633 A.2d 985 (App. Div. 1993), cert. denied, 135 N.J. 468 (1994). A party is liable if he or she understands the general objectives of the conspiracy, accepts them, and makes an implicit or explicit agreement to further those objectives. Id. at 177. "Most importantly, the gist of the claim is not the unlawful agreement, but the underlying wrong which, absent the conspiracy, would give a right of action." Id. at 177-78 (internal quotation omitted).15
4.16.
Based upon the evidence presented, the Tribunal finds that the Vegas Style Respondents and the Annis Respondents participated in a civil conspiracy to intentionally defraud Claimants into paying substantial amounts of money for services that neither were capable of providing.
4.17.
Accordingly, the Tribunal finds that Respondents are jointly and severally liable for civil conspiracy.
4.18.
Because the measure of damages is largely the same for a fraud and civil conspiracy claim, and based on the Respondents’ egregious, intentional and malicious conduct, Claimants are awarded the same amount of general damages (US$435,000) and the same amount of punitive damages (US$1,000,000: US$500,000 from the Vegas Style Respondents and US$500,000 from the Annis Respondents), previously awarded under the fraud cause of action, and nothing additional.

D. Claim Of Breach Of Fiduciary Duty

4.19.
Claimants assert a claim for breach of fiduciary duty against the Vegas Style Respondents only.
4.20.
The New Jersey Supreme Court has described the elements of a claim for breach of fiduciary duty as follows: "[T]he essence of a fiduciary relationship is that one party places trust and confidence in another who is in a dominant or superior position. A fiduciary relationship arises between two persons when one person is under a duty to act for or give advice for the benefit of another on matters within the scope of their relationship." F.G. v, MacDonell, 150 N.J. 550, 563, 696 A.2d 697 (1997) (citing Restatement (Second) of Torts 874 cmt. a (1979)). "The fiduciary’s obligations to the dependent party include a duty of loyalty and a duty to exercise reasonable skill and care. Id. (citing Restatement (Second) of Trusts 170, 174 (1959)).
4.21.
The fiduciary is liable for harm resulting from a breach of the duties imposed by the existence of such a relationship. Restatement (Second) of Torts 874 (1979). McKelvey v. Pierce, 173 N.J. 26, 57 (2002) (quoting F.G. v. MacDonell, 150 N.J. 550, 563-64 (1997))." Munoz v. Perla, N.J. (App. Div. 2011).16
4.22.
The Tribunal finds that based upon the Vegas Style Respondents’ status as Claimants’ representative in the United States to procure the services of Rihanna for the Brazil concerts, and their representation that Claimants’ money would be maintained at all time in an escrow account, and their failure to maintain such escrow account but instead transferring hundreds of thousands of dollars to other accounts held by the Vegas Style Respondents or to accounts held or controlled by one or more of the Annis Respondents, that: (i) a fiduciary duty existed between Claimants and the Vegas Style Respondents; and (ii) the Vegas Style Respondents breached their fiduciary duties to Claimants.
4.23.
Accordingly, the Vegas Style Respondents are liable to Claimants for breach of fiduciary duty. Because the measure of damages is largely the same for a fraud and the breach of fiduciary duty claims, and based upon the Vegas Style Respondents’ egregious, intentional and malicious conduct, Claimants are awarded the same amount of general damages (US$435,000), and the punitive damages in the amount of US$500,000 from the Vegas Style Respondents, as under the fraud cause of action.

E. Unjust Enrichment

4.24.
Claimants assert a claim for unjust enrichment against both the Vegas Style Respondents and the Annis Respondents.
4.25.
Under New Jersey law, a claim under the quasi-contractual theory of unjust enrichment has two essential elements: "(1) that the defendant has received a benefit from the plaintiff, and (2) that the retention of the benefit by the defendant is inequitable." Wanaque Borough Sewerage Auth. v. Twp. of West Milford, 144 N.J. 564, 575, 677 A.2d 747 (1996). "Furthermore, it is generally the case that when a valid, express contract covers the subject matter of the parties' dispute, a plaintiff cannot recover under a quasi-contract theory such as unjust enrichment." Ramon v. Budget Rent-A-Car Sys., 2007 WL 604795 (D.N.J. February 20, 2007); see also Moser v. Milner Hotels, Inc., 6 N.J. 278, 78 A.2d 393 (1951).
4.26.
Accordingly, because there is a contract between the parties, Claimants' unjust enrichment claim cannot lie.

F. Breach Of Contract

4.27.
In the alternative to their fraud claims, Claimants assert claims for breach of contract against both the Vegas Style Respondents and the Annis Respondents. In order to prove a breach of contract the Claimants must show that the parties entered into a valid contract, that the Respondent(s) failed to perform its/their obligations under the contract, and that Claimants sustained damages as a result. Murphy v. Implicito, 392 N.J. Super. 245, 265, 920 A.2d 678 (App. Div. 2007). A breach may be material or minor in nature. Id. at 266 ( even a nonmaterial breach of a contract may be compensable).
4.28.
Based upon the evidence presented, the Tribunal finds that the Respondents breached the Talent Binder and the Performance Contract with Claimants by failing to perform and failing to return Claimants’ money as required.
4.29.
The Annis Respondents’ assert that the Performance Contract bars Claimants’ claims for lost profits or punitive damages. However, contractual consequential damages exclusions are not enforceable where unconscionable and the Respondents’ egregious, intentional and malicious conduct here renders any such exclusion put at issue by the Respondents unconscionable.17. Further, punitive damages are being awarded on the intentional tort causes of action and not on the breach of contract claim, but rather on the claims for fraud, civil conspiracy and breach of fiduciary duty.18
4.30.
Accordingly, the Vegas Style Respondents are liable to Claimants for breach of the Talent Binder and the Vegas Style Respondents and Annis Respondents are jointly and severally liable to Claimants for breach of the Performance Contract.

G. Damages

4.31.
The Tribunal concludes that the total amount of damages due to Claimants for (a) their claims based upon fraud, civil conspiracy, breach of fiduciary duty (Vegas Style Respondents only) and breach of contract claims is US$435,000, plus interest; and (b) that they are entitled to US$1,000,000 in punitive damages (US$500,000 from the Vegas Style Respondents and US$500,000 from the Annis Respondents).

V. COSTS

5.1.
Claimants request that they be awarded both costs and attorneys’ fees.
5.2.
Rule 43(c) provides: In the final award, the arbitration shall assess the fees, expenses, and compensation provided in Section R-49, R-50 and R-51. The arbitration may apportion such fees, expenses and compensation among the parties in such amounts as the arbitration determines in appropriate.
5.3.
R-49 applies to administrative fees of the 1CDR, applies to expenses, including witness travel, and R-50 provides for Neutral Arbitration Compensation. Pursuant to R-43(c), the Tribunal has the discretion to assess and apportion such fees and expenses in such amounts as the Tribunal deems appropriate.
5.4.
Based upon the circumstances of this case, and the conduct of the Annis Respondents in this proceeding as well as the conduct of the Vegas Style Respondents in failing and refusing to appear in this proceeding despite acknowledgement of receipt of the ASoC and having been duly notified of all relevant filings and the date and time of the hearing, I hereby order that the Vegas Style Respondents and the Annis Respondents are jointly and severally responsible for 100% of the fees, expenses and compensation pursuant to R-49, R-50 and R-51.

VI. ATTORNEYS’ FEES

6.1.
Rule 43(d)(ii) provides that the Tribunal may include in its award an award of attorneys’ fees "if all parties have requested such an award or it is authorized by law or their arbitration agreement."
6.2.
In this case, none of these factors are present in that: (i) all parties did not request such an award; (ii) it is not authorized by the applicable law, here the laws of New Jersey; and (iii) the arbitration agreement does not provide for such an award. Accordingly, the Tribunal cannot order that attorneys’ fees be apportioned to one party than the other.
6.3.
The 2003 Arbitration Act, N.J.S.A. 2A:23B-1 to -32 (the Arbitration Act), specifically limits the circumstances under which an arbitrator may make an award of attorney’s fees. "An arbitrator may award reasonable attorney’s fees and other reasonable expenses of arbitration if such an award is authorized by law in a civil action involving the same claim or by the agreement of the parties to the arbitration proceeding." N.J.S.A. 2A:23B-21(b); see also Rock Work, Inc. v. Pulaski Const. Co.. Inc., 396 N.J. Super. 344, 355-56, 933 A.2d 988 (App. Div. 2007), cert. denied, 194 N.J. 272 (2008) (noting that the Arbitration Act follows the American Rule regarding counsel fees, unless the provisions of N.J.S.A. 2A:23B-21(b) apply); Ryba v. Beynon Sports Surfaces, Inc., 2010 WL 4811900, at *6 (N.J. Super. App. Div. Nov. 29, 2010) ("Since the award of fees and costs in this case was neither specifically part of the arbitration agreement, nor otherwise permitted ‘by law in a civil action’ encompassing plaintiff's claims, such an award exceeded the powers of the arbitrator and should have been vacated.").
6.4.
Accordingly, the Tribunal finds that Respondents are jointly and severally liable for 100% of the costs and expenses in this arbitration, but that the Tribunal cannot grant Claimants an award of attorneys’ fees.

VII. AWARD

7.1.
For the reasons set forth in Section 1V.A., supra, Claimants’ claim for common law fraud and fraud in the inducement against both the Vegas Style Respondents and the Annis Respondents is granted and general damages therefore are awarded in the sum of US$435,000, plus interest at 2.5% and punitive damages in an amount of US$500,000.
7.2.
For the reasons set forth in Section IV.B., supra, the Tribunal need not decide upon Claimants’ claim for aiding and abetting fraud against both the Vegas Style Respondents and the Annis Respondents.
7.3.
For the reasons set forth in Section IV.C., supra, Claimants’ claim for civil conspiracy against both the Vegas Style Respondents and the Annis Respondents is granted and general damages therefore are awarded in the sum of US$435,000, plus interest at 2.5% and punitive damages in an amount of US$500,000. These damages are not in addition to the damages awarded in Section 7.1, supra.
7.4.
For the reasons set forth in Section IV.D., supra. Claimants’ claim for breach of fiduciary duty against the Vegas Style Respondents is granted and general damages therefore are awarded in the sum of US$435,000, plus interest at 2.5% and punitive damages in an amount of US$500,000. These damages are not in addition to the damages awarded in Section 7.1 and 7.3, supra.
7.5.
For the reasons set forth in Section IV.E., supra, Claimants’ claim for unjust enrichment against both the Vegas Style Respondents and the Annis Respondents is denied.
7.6.
For the reasons set forth in Section IV.F., supra, Claimants’ claim for breach of contract against both the Vegas Style Respondents and the Annis Respondents is granted and general damages therefore are awarded in the sum of US$435,000 as to, plus interest at 2.5%. These damages are not in addition to the damages awarded in Section 7.1, 7.3 and 7.4, supra.
7.7.
The Vegas Style Respondents and Annis Respondents shall pay Claimants the sum of US$435,000 in accordance with paragraphs 7.1, 7.3, 7.4, and 7.6 above, with interest at the rate of 2.5%
7.8.
The Vegas Style Respondents and Annis Respondents shall each pay Claimants the sum of US$500,000 in punitive damages in accordance with 7.1, 7.3 and 7.4, above.
7.9.
Any amounts due to be paid under 7.1, 7.3, 7.4 and 7.6 above to the extent not paid within thirty (30) days from the date of this Award shall bear interest thereon at a rate of 2.5% per annum.
7.10.
The administrative fees and expenses of the International Centre for Dispute Resolution ("ICDR") totaling US$8,700.00 shall be borne entirely by the Annis Respondents and Vegas Style Respondents, jointly and severally.
7.11.
The compensation of the Arbitrator, totaling US$63,252.65, shall be borne entirely by the Annis Respondents and Vegas Style Respondents, jointly and severally.
7.12.
Therefore, the Annis Respondents and Vegas Style Respondents, jointly and severally, shall reimburse Claimant Unique Sports & Marketing/Ingresso Facil the sum of US$71,952.65, representing that portion of said fees and expenses in excess of the apportioned costs previously incurred by Claimant Unique Sports & Marketing/Ingresso Facil, upon demonstration by Claimant that these incurred costs have been paid.
7.13.
This Award is in full settlement of all claims submitted to this arbitration. Any such claim or counterclaim which is not specifically mentioned herein is denied..
7.14.
I hereby certify that, for the purposes of Article I of the New York Convention of 1958, on the Recognition and Enforcement of Foreign Arbitral Awards, this Final Award was made in Newark, New Jersey, U.S.A.
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