IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

CF Entertainment, Inc., 

Plaintiff, 

v. 

The Nielsen Company (US), LLC 

Defendant. 

Case No.: 1:20-cv-2393 

JURY TRIAL DEMANDED

COMPLAINT 

 Plaintiff CF Entertainment, Inc. (“CF Entertainment”), by and through its undersigned 

counsel, hereby submits this complaint against Defendant The Nielsen Company (US), LLC 

(“Nielsen”), and respectfully alleges as follows: 

NATURE OF THE DISPUTE 

1. This action arises out of yet another attempt by Nielsen to abuse its monopolistic 

power over television ratings to extort a massive windfall from a smaller market participant. In 

2017, CF Entertainment and Nielsen entered into a contractual amendment to their original 2007 

agreement in which Nielsen agreed to provide, among other things, ratings services for any cable 

networks that CF Entertainment owned or acquired for a contractually specified fee of roughly 

$41,000 per month. But after CF Entertainment acquired The Weather Channel in 2018 and 

requested those ratings services and applicable fees for the company’s new cable network, Nielsen 

refused to honor the contractually specified fee. Instead, without any basis in the operative 

contract, Nielsen demanded that CF Entertainment pay a monthly fee that was more than ten times

the fee set forth in the 2017 amendment—a sum that would result in over $30 million in illicit gain 

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for Nielsen, and far greater, catastrophic economic damage to CF Entertainment’s business. And 

if CF Entertainment refused to accede to Nielsen’s extortionist demands, Nielsen threatened to 

suspend its ratings services, without which CF Entertainment could not operate and would lose 

hundreds of millions of dollars in advertising revenues, sponsorship and subscriber revenues. 

2. Regrettably, CF Entertainment and companies like it cannot survive without 

Nielsen’s ratings services, as television advertising is sold based on viewership as measured by 

Nielsen. As an owner and operator of cable networks and stations, CF Entertainment relies heavily 

and primarily on advertising revenue to fund its operations. To collect advertising revenue, 

however, CF Entertainment must provide proof of performance—evidence that a sufficient 

number of viewers were tuned into the network at the time the commercial airs. National television 

advertisers, such as Procter & Gamble, Ford, and many others accept only Nielsen-supplied ratings 

as proof of performance. Without this performance data, CF Entertainment would find itself in 

the untenable position of airing commercials but being unable to collect any advertising revenues. 

Nielsen has a monopoly over the provision of this performance data, and thus power over the 

success or failure of CF Entertainment’s business. 

3. For several years, CF Entertainment has bowed to Nielsen’s heavy-handed tactics. 

In particular, following CF Entertainment’s acquisition of The Weather Channel in March 2018, 

CF Entertainment was forced to submit to Nielsen’s demand that CF Entertainment sign an 

additional “amendment” to the parties’ existing agreement, in which CF Entertainment temporarily 

agreed to pay Nielsen nearly $500,000 per month—an unconscionable contract if there ever was 

one. But even after the expiration of this 2018 amendment, Nielsen still refused to revert to the 

agreed-upon fee schedule in the 2017 agreement and, instead, simply continued to demand that CF 

Entertainment pay roughly $500,000 a month for Nielsen’s ratings services—or else be shut off. 

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4. Indeed, on the same day that CF Entertainment filed this suit, it wired $2.375 

million to Nielsen to satisfy the balance of “late payments” that accrued based on this exorbitant 

fee schedule. That payment, like each one it has made to Nielsen since April 2018, was effectively 

a ransom that CF Entertainment had to make to keep The Weather Channel on air. 

5. CF Entertainment will not be held hostage any longer, and it will no longer sit idly 

by and accede to Nielsen’s extortionist conduct. By this action, CF Entertainment seeks, first and 

foremost, a declaratory judgment that: (i) Nielsen is obligated to provide rating services for The 

Weather Channel at the contractually specified rate set forth in the 2017 amendment between 

Nielsen and CF Entertainment; and (ii) the 2018 amendment is void as an unconscionable contract. 

In addition, CF Entertainment seeks (i) damages reflecting the difference between the amounts 

that CF Entertainment should have paid under the 2017 amendment and the amounts CF 

Entertainment was forced to pay since April 2018, including its most recent payment of $2.375 

million for Nielsen’s services; (ii) damages for Nielsen’s violation of the California Business and 

Professions Code section 17200 for unfair and unlawful conduct; and (iii) an order preliminarily 

enjoining Nielsen from terminating any services it is currently providing to CF Entertainment or 

in any way altering the nature of the services currently provided, including any services it is 

currently providing for The Weather Channel during the pendency of this action. 

THE PARTIES 

6. CF Entertainment is incorporated under the laws of the state of California, with its 

principal place of business located at 1925 Century Park E, 10th Floor, Century City, CA, 90067. 

7. Nielsen is a limited liability company incorporated under the laws of the state of 

Delaware, with its principal place of business located at 85 Broad St., New York, New York, 

10004. 

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JURISDICTION AND VENUE 

8. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. 

§ 1332. The parties are citizens of different states and the amount in controversy exceeds $75,000. 

Nielsen has wrongfully extorted millions of dollars in extra-contractual payments from CF 

Entertainment since April 2018, surpassing the threshold amount in controversy requirement. 

9. This Court has personal jurisdiction over Nielsen because, in the parties’ original 

2007 services agreement, Nielsen and CF Entertainment agreed to the exclusive jurisdiction of the 

State and Federal courts in Chicago, Illinois for purposes of determining all disputes arising under 

or with respect to the parties’ agreement. 

10. Venue is proper pursuant to 28 U.S.C. § 1391(b) because Nielsen operates an office 

in Chicago, Illinois, and because a substantial part of the events or omissions giving rise to the 

claims occurred in this judicial district. The parties also agreed to waive all objections to venue in 

this Court in their original 2007 services agreement. 

ALLEGATIONS COMMON TO ALL CAUSES OF ACTION 

11. CF Entertainment is an independent, closely held media company founded in 1995 

which operates a robust television production and distribution business. Specifically, CF 

Entertainment operates multiple cable networks, including The Weather Channel, which CF 

Entertainment acquired in March 2018. The company is part of the Allen Media Group, a 

collection of integrated and centrally operated media and entertainment companies founded by 

Byron Allen in the early 1990s. Mr. Allen is a well-known entrepreneur, comedian and producer 

in the media industry. CF Entertainment has grown steadily since its inception, and, through 

various affiliated companies, currently operates 10 cable television networks that air a range of 

popular lifestyle and reality programming across the U.S. CF Entertainment also operates 15 

television stations in 11 U.S. cities. 

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12. Like most broadcasters, CF Entertainment relies primarily on advertising revenues 

to fund its operations. In a model that is common throughout the television industry, advertisers 

pay CF Entertainment to air commercials during the breaks in programming on the company’s 

networks. The price charged for an advertisement varies depending on the particular program 

involved, the day and time of broadcast, and—most importantly—the advertisement’s 

performance, as measured by the number of viewers watching the program when the advertisement 

airs. This performance data is especially crucial because CF Entertainment’s advertisers do not 

pay for an advertisement unless and until CF Entertainment provides them with “proof of 

performance,” or measurement data of actual viewers. 

13. Cable networks—whether large or small—do not generate performance data 

regarding actual viewership themselves. Instead, networks rely on independent “ratings agencies” 

to provide the necessary performance measurements. 

14. Nielsen is a global behemoth that provides the primary metrics used to determine 

the value of programming and advertising in the U.S. television advertising marketplace. Nielsen 

so dominates the ratings industry that the terms “ratings information” and “Nielsen ratings” are 

largely synonymous in the U.S. market, and there is a dearth of viable alternative providers. Large, 

national advertisers who buy advertising placements from CF Entertainment, and all other 

broadcasters and networks, only accept Nielsen ratings as proof of performance, so CF 

Entertainment and other similar companies must have an agreement with Nielsen to provide ratings 

services. 

15. Nielsen’s stranglehold on viewership data and the fact that it supplies the only 

currency accepted by advertisers gives it lopsided leverage when entering into ratings agreements 

with broadcasters such as CF Entertainment. Nielsen knows that its ratings information is essential 

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to a network’s ability to recover revenue from advertisers, because advertisers only pay based 

Nielsen’s upon proof of performance. If a network cannot provide proof of performance in the 

form of Nielsen ratings data, the network cannot earn and receive any revenue for its 

advertisements. 

16. Indeed, Nielsen takes advantage of its monopolistic power through its predatory 

pricing with smaller companies like CF Entertainment. Nielsen cannot take advantage of bigger 

market players, like Comcast or WarnerMedia this way, and so it instead preys on the smaller 

players with less bargaining power. Specifically, Nielsen leverages the fact that it is essentially a 

lifeline to these smaller companies to extract exorbitant fees. And it has developed a market 

practice pursuant to which it bleeds these smaller companies dry, while giving much more 

favorable terms to bigger market participants. 

17. Indeed, CF Entertainment has sought pricing for Nielsen’s services that are roughly 

comparable, as a percentage of overall advertising revenues, to those provided to these larger 

companies. But Nielsen is intractable, knowing that CF Entertainment has no viable alternative. 

It maintains these monopolistic and predatory billing practices against CF Entertainment and 

similarly situated companies, lining its pockets with millions of dollars each month for ratings 

services that it provides to others at significantly cheaper rates as a percentage of overall 

advertising revenues. 

18. CF Entertainment first contracted for Nielsen’s ratings services in 2007, when the 

companies entered into the Nielsen Syndication Service Combined National-Local Service 

Agreement, dated April 12, 2007 (the “2007 Agreement”). Under the 2007 Agreement, Nielsen 

agreed to provide ratings information and program measurement services to CF Entertainment’s 

programs and networks under an established fee schedule. 

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19. At the time the parties entered into that agreement, CF Entertainment primarily 

aired comedy and courtroom-centered programming in broadcast television. Nonetheless, the 

2007 Agreement recognized that CF Entertainment’s portfolio could potentially expand over the 

course of the contract’s five-year term. To that end, the parties “agree[d] to promptly amend th[e] 

Agreement to include additional charges for such programming or other activities and to adjust the 

charges payable” in the event of “an increase or change in the level or nature of the programming 

or other activities provided by [CF Entertainment].” 

20. Over the course of the next ten years, CF Entertainment continued to grow, 

beginning with its expansion into cable networks in 2009. Concurrent with this growth, CF 

Entertainment and Nielsen periodically revised the 2007 Agreement to provide for gradual 

increases in the applicable monthly fees, raising them from $25,000 to $40,000 a month. By and 

large, these fee increases were accomplished through a series of abridged amendments that simply 

modified the 2007 Agreement’s fee schedule. 

21. By 2016, CF Entertainment had successfully expanded its offering to include seven 

cable networks, adding networks such as Comedy.TV, Cars.TV and MyDestination.TV to its roster 

of popular cable channels. Buoyed by its recent accomplishments, CF Entertainment continued to 

look forward to aggressive growth in the future. 

22. To that end, CF Entertainment also sought to negotiate a wholesale amendment to 

its 2007 Agreement with Nielsen. Instead of amending the 2007 Agreement in piecemeal fashion 

each time it acquired a new network, CF Entertainment wanted to negotiate a new global fee 

structure that would encompass Nielsen’s ratings services for any of CF Entertainment’s existing 

networks or networks that it might acquire in the future. 

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23. Negotiations on the global amendment began in earnest in late 2016. During those 

negotiations, Mr. Allen made it clear to Nielsen that CF Entertainment did not want to continue 

renegotiating the fees for measurement services in a piecemeal, serial fashion every year of the 

amendment’s term. Rather, Mr. Allen wanted to establish a fee structure that would apply for the 

entirety of the new amendment’s proposed seven year term, irrespective of any new channels or 

programs that CF Entertainment ultimately added to its lineup. To address such changes, CF 

Entertainment initially proposed that, “if [CF Entertainment] purchases a network,” the lesser of 

Nielsen’s baseline existing rates or CF Entertainment’s negotiated-Nielsen rates would prevail. 

24. In response, Nielsen sought to add language that was substantially equivalent to the 

arrangement the parties had in place under the original 2007 Agreement, proposing that the parties 

“agree to promptly amend” the Agreement in the event of an “increase or change” in CF 

Entertainment’s business, “including by acquisition.” 

25. CF Entertainment rejected Nielsen’s proposal, and reiterated the importance of 

establishing an agreed-upon fee schedule that would apply to any cable networks added to CF 

Entertainment’s portfolio over the life of the agreement. 

26. On August 2, 2017, the parties reached agreement on the global amendment to the 

2007 Agreement (the “2017 Amendment”). Notably, the 2017 Amendment does not incorporate 

Nielsen’s proposal that the parties agree to further amendments in the event CF Entertainment 

acquires additional cable networks. Just the opposite: the 2017 Amendment plainly states that, if 

CF Entertainment requests ratings services for any additional Cable Networks, Nielsen will 

provide those services at a rate of $41,667 per month for a period of four years. It provides: 

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In the event Client requests measurement of one or more additional 

Cable Networks at any time during the term of this Schedule, each 

such Cable Network shall be added to this Schedule and receive the 

Services set forth in Sections A.1, A.3, A.4 and A.5 at a Fee of 

$41,667 per month for a maximum period of forty-eight (48) 

months, after which Client shall pay an amount for such Cable 

Network equal to the Fees set forth in the Allocation Grid for the 

second network, Comedy.TV. 

27. The Allocation Grid referenced in this clause provides a seven-year schedule of 

fees for Nielsen’s ratings services for each of CF Entertainment’s networks and programs. 

Specifically, the fee schedule for Comedy.TV provides as follows: 

Monthly Fee 

Schedule Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 

Comedy.TV $127,646 $136,028 $140,729 $147,766 $155,154 $162,912 $171,057 

28. Accordingly, the 2017 Amendment provides—with no limitation or 

qualification—that in the event that CF Entertainment adds any cable network, it would have a 

right to receive Nielsen services for that network for $41,667 per month for no more than four 

years, after which CF Entertainment would pay for Nielsen’s services based on the same fee 

schedule applicable to CF Entertainment’s Comedy.TV cable network. 

29. The 2017 Amendment went into effect on October 1, 2017, and runs through 

September 30, 2024. 

30. On March 23, 2018, CF Entertainment executed a transaction to acquire a 100% 

interest in The Weather Channel network from its existing owners, one of whom was 

NBCUniversal Media, LLC (“NBC”). 

31. Prior to the transaction, NBC and Nielsen had a contract pursuant to which Nielsen 

provided NBC with ratings services for NBC’s portfolio of cable networks. NBC then passed on 

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a monthly charge for those services to The Weather Channel, pursuant to a separate contract 

between NBC and The Weather Channel. 

32. Following the sale, NBC exercised its right to terminate its provision of Nielsen’s 

ratings services to The Weather Channel. Accordingly, at the time of the sale to CF Entertainment, 

Nielsen had no contractual arrangement with The Weather Channel pursuant to which it was 

providing ratings services for that network. Nor did CF Entertainment assume any contractual 

obligation to Nielsen as part of that acquisition. 

33. After acquiring The Weather Channel, CF Entertainment’s Executive Vice 

President and General Counsel, Mark DeVitre, emailed Nielsen and requested that Nielsen provide 

ratings services for The Weather Channel in addition to CF Entertainment’s other cable networks. 

In an email sent on March 18, 2018, DeVitre told Nielsen that CF Entertainment is “adding The 

Weather Channel to our services being rated in accord with Section B.4. of the recently-executed 

Amendment to our Agreement. We would request that the changeover be effective as of April 1, 

2018.” 

34. It was Mr. DeVitre’s expectation that Nielsen would provide ratings services for 

The Weather Channel at the rate of $41,677 per month for up to four years, with escalations 

thereafter—the exact rate schedule set forth in the 2017 Amendment. At the time, the then-general 

counsel of The Weather Channel, George Callard, was firmly of the view that Nielsen was required 

to honor the pricing in the 2017 Amendment. Notably, in January 2019, Mr. Callard resigned from 

CF Entertainment and joined Nielsen as its Chief Legal Officer, but has recused himself from this 

matter. 

35. Nielsen, however, had no intention of honoring the 2017 Amendment. 

Notwithstanding the unambiguous language of that Amendment—and the fact that CF 

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Entertainment had specifically rejected Nielsen’s proposed language providing for further 

amendments upon CF Entertainment’s acquisition of new networks—Nielsen refused to provide 

ratings services for The Weather Channel at the contractually specified rate. Instead, in an email 

dated April 24, 2018, a Nielsen Senior Vice President and Client Business Partner staked out the 

untenable position that the rate structure in the 2017 Amendment only relates “to networks that 

were not measured by Nielsen that may be added for incremental measurement (similar to Justice 

Central or Comedy .TV) during the term of the amendment.” Because The Weather Channel was 

previously “measured” by Nielsen (albeit under a different contract with a different counterparty), 

Nielsen stated that it was not subject to the schedule set forth in the 2017 Amendment. 

36. Nielsen’s attempt to limit the 2017 Amendment to networks that were not 

previously measured by Nielsen flies in the face of the plain language of that Amendment. Indeed, 

the language of the 2017 Amendment could not be clearer: If CF Entertainment “requests 

measurement of one or more additional Cable Networks at any time during the term of this 

Schedule,” Nielsen will provide such measurement in accordance with the agreed-upon fee 

schedule: (i) $41,667 per month for the first 48 months; and (ii) the rate in the monthly fee 

schedule applicable to Comedy.TV network for each year thereafter. Whether Nielsen previously 

“measured” a network added to CF Entertainment’s portfolio has nothing to do with the 

applicability of the fee schedule in the 2017 Amendment. 

37. Knowing that CF Entertainment would be unable to operate its business without 

Nielsen’s ratings services, Nielsen refused to provide ratings services for The Weather Channel 

for $41,677 per month, the rate specified in the 2017 Amendment; instead, Nielsen demanded 

monthly payments of nearly $500,000—more than ten times what was owed under the 2017 

Amendment. 

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38. Without any viable alternative for obtaining viewership performance data, CF 

Entertainment was forced to either accede to Nielsen’s exorbitant demands or forego Nielsen’s 

ratings services for The Weather Channel. This was a non-choice for CF Entertainment—without 

Nielsen’s ratings services, there would be no advertising revenues from The Weather Channel, and 

without advertising revenues, there would be no Weather Channel. 

39. On November 16, 2018, under threat of service termination for The Weather 

Channel, CF Entertainment reluctantly signed an additional “amendment” (the “2018 

Amendment”). Under this 2018 Amendment, Nielsen forced CF Entertainment to acknowledge 

that Nielsen would add The Weather Channel to the list of networks for which it provides ratings 

services, subject to a “negotiat[ion]” of a fee schedule for that network by the expiration of the 

amendment, April 30, 2019. Of course, the outcome of that “negotiation” was pre-ordained: 

Nielsen intractably demanded that CF Entertainment pay Nielsen $475,000 per month through 

April 2019. The only silver lining for CF Entertainment was its expectation that Nielsen’s fees for 

providing ratings services for The Weather Channel would revert back to the fee schedule in the 

2017 Amendment upon expiration of the 2018 Amendment. But Nielsen had other ideas. 

40. Since the expiration of the 2018 Amendment, Nielsen still has refused to provide 

ratings services pursuant to the fee schedule agreed upon in the 2017 Amendment. Instead, Nielsen 

has continued to demand monthly payments amounting to nearly half a million dollars, and has 

insisted that CF Entertainment pay its exorbitant $475,000 monthly rate indefinitely. In total, 

Nielsen is effectively using its monopolistic power and predatory practices to extort over $12 

million in extra-contractual payments from CF Entertainment. 

41. At the time, CF Entertainment did not resort to formal legal proceedings because 

of fear of Nielsen’s retribution: if Nielsen carried through on its threat to terminate ratings services, 

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it would mean the end of The Weather Channel. So, instead, CF Entertainment made continual 

efforts throughout the summer and fall of 2019 to negotiate a long-term solution consistent with 

the terms to which the parties already had agreed in the 2017 Amendment. Those “negotiations,” 

however, came to a head in the fall of 2019, when CF Entertainment insisted on a negotiated 

resolution significantly lower than the $475,000 that Nielsen continued to demand. 

42. In a September 11, 2019 email to CF Entertainment, Nielsen’s Deputy Chief Legal 

Officer, Eric Rubenstein, adamantly refused to abide by the terms of the 2017 Amendment, again 

invoking the “measured network” fiction: “Any argument that the provision in the current 

agreement relating to a $41,667 per month flat fee for requesting measurement on new cable 

networks is entirely non-applicable in this situation since The Weather Channel has been a 

measured network for decades.” Rubenstein then threatened to “indefinitely suspend all services 

in the event we have not received full payment of all outstanding invoices by September 20, 2019.” 

43. DeVitre responded by confirming that the 2018 Amendment terminated at the end 

of April 2019, at which time “the fee reverts to that recited in the [2017 Amendment].” He further 

confirmed that “none of what you say was ever communicated to Entertainment Studios until we 

exercised our right to add [The Weather Channel], nor is any of it present in the 2017 amendment, 

or any other Nielsen document in our contract, all of which were drafted by Nielsen on Nielsen 

contract forms.” 

44. In the fall of 2019, CF Entertainment ceased paying Nielsen the monthly $475,000 

demanded for ratings services for The Weather Channel, and instead began paying for such ratings 

services in accordance with the fee schedule of the 2017 Amendment. Nielsen did not take kindly 

to CF Entertainment’s disobedience. 

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45. On October 11, 2019, Nielsen suspended all services it was providing to CF 

Entertainment for The Weather Channel—effectively paralyzing CF Entertainment and preventing 

it from realizing any revenue for the duration of the suspension. On that same day, Nielsen’s 

outside counsel sent a letter to CF Entertainment confirming the suspension of services. With no 

choice but to yield to Nielsen’s power play, CF Entertainment wired to Nielsen the alleged 

“outstanding” balance—$3,471,867.22—that same day. 

46. In a response acknowledging the payment, Rubenstein dropped all pretense that the 

parties’ “negotiation” was anything of the sort, and instead made clear that Nielsen’s extortion of 

CF Entertainment would continue: “The ongoing services will be subject to the November 2018 

agreement which will continue to operate on a month-to-month basis until a new agreement is 

reached between the parties for The Weather Channel.” Thus, without any contractual basis— 

even an unconscionable one—Nielsen sought to stretch the term of its demanded $475,000 

monthly payments indefinitely. 

47. This back-and-forth has only repeated since October 2019: CF Entertainment has 

attempted to negotiate a resolution, while Nielsen has continued to take the position that it is owed 

nearly $500,000 per month. And just as before, Nielsen threatened to shut off its services to CF 

Entertainment if no such payment was made. Those threats came to head in the weeks prior to the 

filing of this lawsuit when Nielsen demanded payment for the $2.375 million “balance” that 

accrued under its extortionate fee schedule. Once again, CF Entertainment was forced to succumb 

to Nielsen’s demands. On April 17, 2020, CF Entertainment wired $2.375 million to Nielsen to 

ensure that Nielsen did not pull the plug on its ratings services—and the lifeline of its business. 

48. CF Entertainment has had enough. It will no longer endure Nielsen’s bullying 

tactics or Nielsen’s inexcusable failure to honor the terms of the 2017 Amendment, which are still 

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in force and effect. Nielsen should be held to the terms of the 2017 Amendment, and should be 

held liable in damages for the damages wrought by the exorbitant fees that Nielsen extorted from 

CF Entertainment through its monopolistic, predatory, and bullying practices. Governmental 

authorities have also recently contacted CF Entertainment to talk about Nielsen’s anticompetitive 

practices. 

FIRST CAUSE OF ACTION 

(Declaratory Judgment – Enforceability of 2017 Amendment) 

49. CF Entertainment repeats and realleges the allegations of the foregoing paragraphs 

as though fully set forth herein. 

50. The 2017 Amendment is a valid, enforceable contract between CF Entertainment 

and Nielsen. The term of the 2017 Amendment is from October 1, 2017 through September 30, 

2024. 

51. Section B.4 of the 2017 Amendment expressly provides that measurement services 

and ratings information for any additional Cable Networks will be charged at a monthly rate of 

$41,667 for a period of no longer than 48 months. 

52. The 2017 Amendment provides that, after the expiration of 48 months from the 

initial measurement month for any additional Cable Network, such Cable Network will be subject 

to the same seven-year fee schedule as the one governing Comedy.TV. Thus, for any additional 

Cable Network, Nielsen is obligated to charge monthly fees of $41,667 for the first four years, 

followed by monthly payments in year five of $155,154; monthly payments in year six of 

$162,912; and monthly payments in year seven of $171,057. 

53. Beginning in April 2018, Nielsen was obligated to provide ratings and 

measurement services to CF Entertainment for The Weather Channel pursuant to this agreed-upon 

schedule. 

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54. Nielsen refused to honor its contractual obligations under the 2017 Amendment to 

provide measurement and ratings services to The Weather Channel pursuant to these terms. 

Instead, Nielsen demanded that CF Entertainment pay roughly ten times more, charging the 

exorbitant monthly rate of nearly $500,000 for each month of service since April 2018. Wielding 

the credible threat of service termination, Nielsen demanded that CF Entertainment enter into the 

punitive 2018 Amendment, memorializing its unconscionably higher rates. It has since taken the 

position that this 2018 Amendment “ratified” the parties’ agreement regarding the payment of 

Nielsen’s services for The Weather Channel indefinitely. 

55. There is a real and actual controversy between CF Entertainment and Nielsen 

regarding whether the 2017 Amendment, including its fee schedule for “additional Cable 

Networks,” is a valid and enforceable contract that remains in full force and effect. 

56. Pursuant to 28 U.S.C. § 2201 and Federal Rule of Civil Procedure 57, CF 

Entertainment seeks a declaratory judgment for the purpose of determining and adjudicating 

questions of actual controversy between the parties. 

57. CF Entertainment has no adequate remedy at law and monetary damages are 

insufficient to address the injury CF Entertainment has suffered and will continue to suffer. 

58. For the foregoing reasons, CF Entertainment requests a declaratory judgment that 

(i) the 2017 Amendment is valid and enforceable, and (ii) Nielsen is required to provide ratings 

services for The Weather Channel in accordance with the terms of that Amendment. 

59. CF Entertainment further requests injunctive relief during the pendency of this 

action enjoining Nielsen from terminating any services it is currently providing to CF 

Entertainment or in any way altering the nature of the services currently provided, including any 

services it is currently providing for The Weather Channel. 

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SECOND CAUSE OF ACTION 

(Declaratory Judgment – 2018 Amendment Void as Unconscionable Contract) 

60. CF Entertainment repeats and realleges the allegations of the foregoing paragraphs 

as though fully set forth herein. 

61. In November 2018, Nielsen demanded that CF Entertainment enter into the punitive 

2018 Amendment, threatening to cut off The Weather Channel’s measurement services if CF 

Entertainment did not oblige. CF Entertainment—wholly reliant on Nielsen’s data in the absence 

of any industry-acceptable alternative providers—had no choice but to agree to the November 

2018 Amendment, notwithstanding its arbitrary draconian terms. 

62. By its terms, the 2018 Amendment expired on April 30, 2019. However, at all 

times since that date, Nielsen has continued to charge CF Entertainment for ratings services 

pursuant to the terms of the 2018 Amendment—all the while using threats of service termination 

as a way to coerce CF Entertainment into paying these fees. 

63. There is a real and actual controversy between CF Entertainment and Nielsen 

regarding whether the 2018 Amendment was a valid and enforceable contract that: (i) altered the 

rights of the parties during its purported six month term, ending on April 30, 2019; or (ii) has 

altered the parties rights and obligations in any manner since that date. 

64. Pursuant to 28 U.S.C. § 2201 and Federal Rule of Civil Procedure 57, CF 

Entertainment seeks a declaratory judgment for the purpose of determining and adjudicating 

questions of actual controversy between the parties. 

65. For the foregoing reasons, CF Entertainment requests a declaratory judgment that 

(i) the 2018 Amendment is an unconscionable contract of adhesion and therefore void; and (ii) the 

2018 Amendment is of no force and effect. 

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66. CF Entertainment further requests injunctive relief during the pendency of this 

action enjoining Nielsen from terminating any services it is currently providing to CF 

Entertainment or in any way altering the nature of the services currently provided, including any 

services it is currently providing for The Weather Channel. 

THIRD CAUSE OF ACTION 

(Breach of Contract – 2017 Amendment) 

67. CF Entertainment repeats and realleges the allegations of the foregoing paragraphs 

as though fully set forth herein. 

68. The 2017 Amendment is a valid, enforceable contract between CF Entertainment 

and Nielsen. The term of the 2017 Amendment is from October 1, 2017 through September 30, 

2024. 

69. Section B.4 of the 2017 Amendment expressly provides that measurement services 

and ratings information for additional Cable Networks will be charged at a monthly rate of $41,667 

for a period of up to four years. 

70. The Weather Channel is an additional Cable Network acquired by CF 

Entertainment in March 2018, after the effective date of the 2017 Amendment. 

71. To date, Nielsen refuses to honor the payment provisions set out in the 2017 

Amendment, despite the fact that the Amendment remains in effect until 2024. 

72. As a result of Nielsen’s unlawful conduct, CF Entertainment has been forced to pay 

egregiously inflated sums for the relevant measurement services, and has been deprived the benefit 

of its bargain. These sums have not only caused CF Entertainment to lose significant equity value, 

but also to lose corporate opportunities, as it was forced to instead spend its available cash on these 

exorbitant fees. 

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73. For the foregoing reasons, CF Entertainment is entitled to damages, in an amount 

to be proven at trial, but no less than $30 million, which represents, among other things: the 

difference between the $41,667 monthly rate that CF Entertainment agreed to pay in the 2017 

Amendment and the illegitimate rates that it was forced to pay beginning in April 2018 up through 

the date of this filing; and other damages proximately caused by Nielsen’s conduct, including the 

loss of corporate opportunities and damages to CF Entertainment’s enterprise value. 

FOURTH CAUSE OF ACTION 

(Violation of California Unfair Competition Law, Business and Professional Code §§ 17200 

et seq.) 

74. CF Entertainment repeats and realleges the allegations of the foregoing paragraphs 

as though fully set forth herein. 

75. California Business & Professions Code §§ 17200 et seq. prohibits acts of unfair 

competition, including any “unlawful, unfair or fraudulent business act or practice.” 

76. A business act or practice is “unfair” under the statute if it offends an established 

public policy or is immoral, unethical, oppressive, unscrupulous or substantially injurious to 

consumers. 

77. A business act or practice is “unlawful” under the statute if it comprises acts that 

violate state or federal law. 

78. CF Entertainment relies on Nielsen’s measurement services to obtain the ratings 

information that is essential to secure its advertising revenue and, by extension, run its business. 

79. CF Entertainment does not have viable alternative providers from which it can 

obtain the necessary ratings information, as all of CF Entertainment’s national advertisers require 

Nielsen’s ratings. 

80. Nielsen is aware of CF Entertainment’s reliance on its ratings information, and has 

unscrupulously used this reliance to extort a windfall at CF Entertainment’s expense. 

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81. Nielsen has engaged in unfair business practices by demanding that CF 

Entertainment refrain from exercising its contractual right to pay the agreed-upon $41,667 monthly 

rate, and instead charging CF Entertainment extortionate monthly rates of nearly $500,000. 

82. Nielsen has further committed unlawful and unfair business practices by 

threatening to cut off The Weather Channel’s measurement services unless CF Entertainment 

continued to pay its excessive fees. 

83. CF Entertainment has suffered actual damages due to Nielsen’s unfair practices, 

chiefly in the form of the excessive fees over and above the $41,667 monthly rate it previously 

agreed to pay. These excess fees amount to over $5 million per year, and currently total over $12 

million in aggregate. CF Entertainment has also been injured in the form of a significant loss in 

the value of its equity, and the loss of corporate opportunities, as it was forced to instead spend its 

available cash on these exorbitant fees. 

84. Nielsen engaged in unfair and unlawful business acts and practices in violation of 

California Business & Professions Code §§ 17200 et seq. by using threats of a suspension of its 

ratings services to extract exorbitant monthly fees from CF Entertainment, in clear violation of the 

terms of the 2017 Amendment. As a result, Nielsen unlawfully attempted to and/or did in fact 

commit extortion as set forth in California Penal Code sections 518, 519, 523, 524, the Hobbs Act, 

civil extortion and civil attempted extortion by intentionally and unlawfully using fear (the threat 

of the suspension of service) to induce CF Entertainment to consent to pay for Nielsen’s exorbitant 

fees. 

85. Nielsen’s predatory pricing practices are: (i) immoral, unethical, oppressive and 

substantially harmful to CF Entertainment; and (ii) the justification for Nielsen’s practices and 

conduct is outweighed by the gravity of the injury to CF Entertainment. 

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86. For the foregoing reasons, Nielsen’s violations serve as unlawful predicate acts for 

purposes of California’s Business and Professions Code §§ 17200 et seq., and remedies are 

provided therein under Business & Professions Code §§ 17203. 

87. CF Entertainment is entitled to injunctive relief during the pendency of this action 

enjoining Nielsen from terminating any services it is currently providing to CF Entertainment or 

in any way altering the nature of the services currently provided, including any services it is 

currently providing for The Weather Channel. It is further entitled to damages equal to the harm 

caused by the extortionate sums it has been forced to pay to Nielsen. 

FIFTH CAUSE OF ACTION 

(Unjust Enrichment) 

88. CF Entertainment repeats and realleges the allegations of the foregoing paragraphs 

as though fully set forth herein. 

89. Nielsen has unfairly benefitted from its extortionate conduct to extract exorbitant 

monthly payments from CF Entertainment, notwithstanding the clear terms of the 2017 

Amendment. 

90. CF Entertainment is entitled to damages as a result of Nielsen’s unjust enrichment, 

including the payment of all fees it has paid for services rendered for The Weather Channel over 

and above the fees set forth in the 2017 Amendment. 

DEMAND FOR JURY TRIAL 

91. Pursuant to Federal Rule of Civil Procedure 38, Plaintiff CF Entertainment Inc. 

demands a jury trial of all issues triable by jury. 

PRAYER FOR RELIEF

92. Wherefore, Plaintiff CF Entertainment respectfully requests that the Court: 

a. Preliminarily enjoin, during the pendency of this action, 

Nielsen from terminating any services it is currently 

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providing to CF Entertainment or in any way altering the 

nature of the services currently provided, including any 

services it is currently providing for The Weather Channel; 

b. Declare that the 2017 Amendment remains in full force, and 

that Nielsen is required to provide ratings services for The 

Weather Channel in accordance with the terms of that 

Amendment; 

c. Declare that the 2018 Amendment was null and void ab 

initio because it was an unconscionable contract; 

d. Award CF Entertainment damages in the amount of at least 

$30 million plus interest, costs and attorneys’ fees in the 

amount to be proved at trial; and 

e. Grant CF Entertainment any other further relief that this 

Court finds just and proper. 

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April 17, 2020 Respectfully submitted, 

Chicago, Illinois 

/s/ Sean M. Berkowtiz 

Sean M. Berkowitz (Bar No. 6209701) 

LATHAM & WATKINS LLP 

330 North Wabash Avenue, Suite 2800 

Chicago, Illinois 60611 

Tel: (312) 876-7700 

Facsimile: (312) 993-9767 

sean.berkowitz@lw.com 

Eric F. Leon (pro hac vice forthcoming) 

Zachary Rowen (pro hac vice forthcoming) 

Sarah Burack (pro hac vice forthcoming) 

LATHAM & WATKINS LLP 

885 Third Avenue, Suite 1000 

New York, New York 10022 

Tel: (212) 906-1200 

Facsimile: (212) 751-4864 

eric.leon@lw.com 

zachary.rowen@lw.com 

sarah.burack@lw.com 

 Attorneys for Plaintiff CF Entertainment, 

 Inc.

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