Free Answer to Counterclaim - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ___________________________________________ ) RED SONJA LLC, ) ) Plaintiff, ) ) v. ) C.A. No.: 06-CV-270 (SLR) ) PARADOX ENTERTAINMENT, INC., ) ) Defendant. ) ___________________________________________) PLAINTIFF RED SONJA LLC's REPLY AND AFFIRMATIVE DEFENSES TO DEFENDANT'S COUNTERCLAIMS

Plaintiff Red Sonja LLC ("Plaintiff" or "Red Sonja"), through its attorneys Morris James Hitchens & Williams, LLP, and Ganfer & Shore, LLP, for its answer and affirmative defenses to the counterclaims of defendant Paradox Entertainment, Inc. ("Defendant" or "Paradox"), alleges as follows:

REPLY TO COUNTERCLAIMS REPLY TO FIRST COUNTERCLAIM 111. Paragraphs 1 through 111 of Defendant's Answer, Counterclaims, and

Affirmative Defenses require no reply by Red Sonja. Nonetheless, Red Sonja takes issue with any and all allegations put forth by the Defendant in those paragraphs. 112. The allegations contained in paragraph 112 of Defendant's Answer,

Counterclaims, and Affirmative Defenses are admitted. 113. The allegations contained in paragraph 113 of Defendant's Answer,

Counterclaims, and Affirmative Defenses are admitted.

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114.

The allegations contained in paragraph 114 of Defendant's Answer,

Counterclaims, and Affirmative Defenses are denied insofar as the firm of Ganfer & Shore, LLP ("Ganfer & Shore") is but one of the firms representing Red Sonja herein. Red Sonja further replies that Mr. Lieberman is not acting in an attorney capacity on this matter. 115. The allegations of paragraph 115 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied insofar as they imply that Red Sonja Corp. no longer exists, and Red Sonja states that, in 2002, Red Sonja Corp. was merged into Red Sonja LLC. 116. The allegations of paragraph 116 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted. 117. The allegations of paragraph 117 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 118. The allegations of paragraph 118 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied except Red Sonja states that in 2002 Red Sonja Corp. was merged into Red Sonja LLC. 119. The allegations of paragraph 119 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 120. The allegations of paragraph 120 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted. 121. The allegations of paragraph 121 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted.

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122.

The allegations of paragraph 122 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied insofar as they are legal conclusions to which no response is required and/or Red Sonja lacks knowledge or information sufficient to form a belief as to the truth or falsity of the allegations, except that Red Sonja admits that Luke Lieberman is the son of Arthur Lieberman. 123. The allegations of paragraph 123 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied except Red Sonja admits that Luke Lieberman is acting in the capacity of Vice President of Red Sonja LLC. 124. The allegations purported to be made out in paragraph 124 are denied

insofar as the allegations are grammatically flawed and unclear and Red Sonja lacks knowledge and information sufficient to form a belief as to either the matters being asserted or their truth or falsity. 125. The allegations of paragraph 125 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted. 126. The allegations of paragraph 126 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and Red Sonja respectfully refers the Court to the document referenced therein. 127. The allegations of paragraph 127 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied insofar as they are legal conclusions to which no reply is required. Moreover, Red Sonja respectfully refers all questions of law to the Court and states that the record relating to the ownership of Registration No. 1,397,608 speaks for itself and any characterization thereof is denied.

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128.

The allegations of paragraph 128 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and Red Sonja respectfully refers the Court to the document referenced therein. 129. The allegations of paragraph 129 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required and are otherwise denied. 130. The allegations of paragraph 130 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required and are otherwise denied. 131. The allegations of paragraph 131 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied insofar as the Declaration referred to therein speaks for itself and any characterization of it is denied. 132. The allegations of paragraph 132 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required and are otherwise denied. Moreover, the Application for Renewal referenced therein speaks for itself and any characterization of it is denied. 133. The allegations of paragraph 133 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and, moreover, Red Sonja states that the Application for Renewal referenced therein speaks for itself and any characterization of it is denied. 134. The allegations of paragraph 134 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no

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reply is required. Moreover, the Application for Renewal referenced therein speaks for itself and any characterization of it is denied. 135. The allegations of paragraph 135 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Nonetheless, the allegations therein are denied and Red Sonja states that the Application for Renewal referenced therein speaks for itself and any characterization of it is denied. 136. The allegations of paragraph 136 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 137. The allegations of paragraph 137 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 138. The allegations of paragraph 138 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 139. The allegations of paragraph 139 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 140. The allegations of paragraph 140 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and

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states that to the extent they rely upon the Application for Renewal referenced therein, that document speaks for itself and any characterization of it is denied. 141. The allegations of paragraph 141 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that to the extent they rely upon the documents referenced therein, those documents speak for themselves and any characterization of them is denied. 142. The allegations of paragraph 142 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon the documents referenced therein, those documents speak for themselves and any characterization of them is denied. 143. The allegations of paragraph 143 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, the allegations are grammatically flawed and unclear and Red Sonja lacks knowledge and information sufficient to form a belief as to either the matters being asserted or their truth or falsity. 144. The allegations of paragraph 144 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon the Application for Renewal referenced therein, that document speaks for itself and any characterization of it is denied.

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145.

The allegations of paragraph 145 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation referenced therein, that documentation speaks for itself and any characterization of it is denied. 146. The allegations of paragraph 146 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon the Application for Renewal referenced therein, that document speaks for itself and any characterization of it is denied. 147. The allegations of paragraph 147 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 148. The allegations of paragraph 148 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation referenced therein, that documentation speaks for itself and any characterization of it is denied. 149. The allegations of paragraph 149 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation referenced therein, that documentation speaks for itself and any characterization of it is denied.

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150.

The allegations of paragraph 150 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation referenced therein, that documentation speaks for itself and any characterization of it is denied. 151. The allegations of paragraph 151 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and Red Sonja states that the Application for Renewal referenced therein speaks for itself and any characterization of it is denied. 152. The allegations of paragraph 152 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon the Application for Renewal referenced therein that document speaks for itself and any characterization of it is denied. 153. The allegations of paragraph 153 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation, that documentation speaks for itself and any characterization of it is denied. 154. The allegations of paragraph 154 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation referenced therein, that documentation speaks for itself and any characterization of it is denied.

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155.

The allegations of paragraph 155 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation, that documentation speaks for itself and any characterization of it is denied. REPLY TO SECOND COUNTERCLAIM 156. The allegations of paragraph 156 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and Red Sonja repeats and realleges its responses in paragraphs 111 through 155 as if fully set forth herein. 157. The allegations of paragraph 157 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied insofar as Red Sonja lacks knowledge and information sufficient to form a belief as to their truth or falsity. 158. The allegations of paragraph 158 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted. 159. The allegations of paragraph 159 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Plaintiff admits that Arthur Lieberman is an owner in and an officer of Red Sonja and that Luke Lieberman is also acting in an officer capacity for Red Sonja and maintains an ownership interest. Red Sonja admits to owning the Red Sonja character but specifically denies the characterization of that property by Defendant.

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160.

The allegations of paragraph 160 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja admits to owning the Red Sonja character but specifically denies the characterization of that property by Defendant. Further, Plaintiff lacks knowledge or information sufficient to form a belief as to the truth or falsity of the allegations concerning Dynamic Forces except admits that Dynamic Forces is a licensee of Red Sonja. 161. The allegations of paragraph 161 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute legal conclusions to which no reply is required. Moreover, and in any case, Plaintiff denies these allegations and states that its relationship with Dynamic Forces speaks for itself. 162. The allegations of paragraph 162 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 163. The allegations of paragraph 163 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 164. The allegations of paragraph 164 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 165. The allegations of paragraph 165 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations.

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166.

The allegations of paragraph 166 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies knowledge or

information sufficient to form a belief as to their truth or falsity. 167. The allegations of paragraph 167 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies the allegations. 168. The allegations of paragraph 168 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 169. The allegations of paragraph 169 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 170. The allegations of paragraph 170 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation, that documentation speaks for itself and any characterization of it is denied. 171. The allegations of paragraph 171 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies knowledge or

information sufficient to form a belief as to the truth or falsity of these allegations and states that it owns the Red Sonja character.

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172.

The allegations of paragraph 172 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations and states that insofar as they rely upon documentation, that documentation speaks for itself and any characterization of it is denied. 173. The allegations of paragraph 173 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies these allegations. 174. The allegations of paragraph 174 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja states that it lacks knowledge or information sufficient to form a belief as to their truth or falsity. 175. The allegations of paragraph 175 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 176. The allegations of paragraph 176 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 177. The allegations of paragraph 177 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied.

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178.

The allegations of paragraph 178 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 179. The allegations of paragraph 179 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 180. The allegations of paragraph 180 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 181. The allegations of paragraph 181 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 182. The allegations of paragraph 182 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 183. The allegations of paragraph 183 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 184. The allegations of paragraph 184 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 185. The allegations of paragraph 185 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied.

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REPLY TO THIRD COUNTERCLAIM 186. The allegations of paragraph 186 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied and Red Sonja repeats and realleges its responses in paragraphs 111 through 185 as if fully set forth herein. 187. The allegations of paragraph 187 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are admitted. 188. The allegations of paragraph 188 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja denies knowledge or

information sufficient to form a belief as to their truth or falsity. 189. The allegations of paragraph 189 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied except Red Sonja admits that Plaintiff is a licensee of Kull Productions, Inc. ("Kull"), that Kull is a subsidiary of Defendant, and Plaintiff licenses the use of the mark and character Thulsa Doom. 190. The allegations of paragraph 190 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 191. The allegations of paragraph 191 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied and Red Sonja states that insofar as they rely upon documentation, that documentation speaks for itself and any characterization of it is denied. 192. The allegations of paragraph 192 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no

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reply is required. Moreover, and in any case, these allegations are denied and are disingenuous in light of the affirmative defense of laches asserted by the Defendant. 193. The allegations of paragraph 193 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 194. The allegations of paragraph 194 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 195. The allegations of paragraph 195 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja lacks knowledge or information sufficient to form a belief as to their truth or falsity. 196. The allegations of paragraph 196 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, Red Sonja lacks knowledge or information sufficient to form a belief as to their truth or falsity. 197. The allegations of paragraph 197 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 198. The allegations of paragraph 198 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied.

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199.

The allegations of paragraph 199 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 200. The allegations of paragraph 200 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 201. The allegations of paragraph 201 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 202. The allegations of paragraph 202 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 203. The allegations of paragraph 203 of Defendant's Answer, Counterclaims,

and Affirmative Defenses are denied. 204. The allegations of paragraph 204 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 205. The allegations of paragraph 205 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 206. The allegations of paragraph 206 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied.

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207.

The allegations of paragraph 207 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 208. The allegations of paragraph 208 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 209. The allegations of paragraph 209 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 210. The allegations of paragraph 210 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied. 211. The allegations of paragraph 211 of Defendant's Answer, Counterclaims,

and Affirmative Defenses improperly constitute inaccurate legal conclusions to which no reply is required. Moreover, and in any case, these allegations are denied.

FIRST AFFIRMATIVE DEFENSE Defendant's Counterclaims fail to state claims upon which relief may be granted. SECOND AFFIRMATIVE DEFENSE Defendant's Counterclaims are barred in whole or in part by the doctrine of laches. THIRD AFFIRMATIVE DEFENSE Defendant's Counterclaims are barred by the doctrine of bad faith.

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FOURTH AFFIRMATIVE DEFENSE Defendant's Counterclaims are barred by the doctrine of unclean hands. FIFTH AFFIRMATIVE DEFENSE Defendant's Counterclaims are barred, in whole or in part, by the statute of limitations. SIXTH AFFIRMATIVE DEFENSE Defendant's Counterclaims are not pled with sufficient particularity and, as a consequence, should be dismissed. SEVENTH AFFIRMATIVE DEFENSE Defendant's Counterclaims are barred in whole or in part because any alleged damages purportedly suffered were and are the result of Defendant's own conduct. EIGHTH AFFIRMATIVE DEFENSE Defendant's Counterclaims are flawed insofar as they assert any right to payment of attorneys' fees. NINTH AFFIRMATIVE DEFENSE Red Sonja reserves the right to assert any and all additional affirmative defenses that arise and/or are developed during the litigation of this matter.

WHEREFORE, Plaintiff Red Sonja respectfully requests that the Court enter an order dismissing all counterclaims asserted by the Defendant in this action and award to Plaintiff costs, attorneys' fees, and such other and further relief as the Court may deem just and proper.

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Dated: June 19, 2006

/s/ Richard K. Herrmann Richard K. Herrmann #405 MORRIS JAMES HITCHENS & WILLIAMS, LLP 222 Delaware Avenue, 10th Floor Wilmington, DE 19801 (302) 888-6800 [email protected] -- And -Thomas J. Curran Ganfer & Shore, LLP 360 Lexington Avenue New York, New York 10017 (212) 922-9250 [email protected] Attorneys for the Plaintiff

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CERTIFICATE OF SERVICE I hereby certify that on the 19th day of June, 2006, I electronically filed the foregoing document, PLAINTIFF RED SONJA LLC's REPLY AND

AFFIRMATIVE DEFENSES TO DEFENDANT'S COUNTERCLAIMS, with/ the Clerk of the Court using CM/ECF which will send notification of such filing to the following: Thomas P. Preston, Esq. Blank Rome LLP 1201 Market Street, 8th Floor Wilmington, D 19801 [email protected]

Additionally, I hereby certify that on the 19th day of June, 2006, the foregoing document was served via email and via federal express on the following non-registered participants: Earl M. Forte, Esq. Timothy D. Pecsenye, Esq. Blank Rome LLP One Logan Square Philadelphia, PA 19103 [email protected] [email protected]

/s/Richard K. Herrmann Richard K. Herrmann (#405) Morris, James, Hitchens & Williams LLP 222 Delaware Avenue, 10th Floor Wilmington, DE 19801 (302) 888-6800 [email protected] Counsel for Plaintiff Red Sonja LLC

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