Fike Dispute
⚡ Executive Summary
Sandy Boys, LLC was originally a Florida LLC formed by Daniel Alvarez and David Fernandez to hold the rights to recording artist Dominic Fike's services and recordings. After Alvarez and Fernandez signed Fike, they brought in Herbert "Dooney" Battle (25%), Stanley Gabart (17.5%), and Javier Sang (17.5%) — who purchased 60% for $2M funded from the Sony advance that Battle secured. The entity was later redomiciled as a Delaware LLC on July 30, 2018, with deals executed through Sony Music / Columbia Records. Battle served as the "key person" controlling label relationships.
The core dispute: Gabart and Sang claim they purchased Alvarez and Fernandez's 40% before Battle did, but have produced no documentation. Battle has a signed, notarized Securities Purchase Agreement, wire transfer proof, and seller acknowledgment texts. Meanwhile, the litigation firm Russ, August & Kabat (originally Gabart/Sang's attorneys) is holding $700K+/quarter in trust from Fike revenue and won't release Battle's share due to the competing ownership claims — creating a direct conflict of interest.
👥 Key Parties
- BATTLE Herbert "Dooney" Battle — Sole member & Manager on the Delaware OA; controls TLG
- TLG Tha Lights Global, Inc. — Battle's entity; 25% economic interest; buyer in SPA
- ALVAREZ Daniel Alvarez — Co-founder; 20% economic interest; sold to TLG Mar 2023
- FERNANDEZ David Fernandez — Co-founder; 20% economic interest; sold to TLG Mar 2023
- Stanley Gabart — 17.5% economic interest
- SANG Javier Sang — 17.5% economic interest
- TLGJS TLGJS, LLC — Battle 41⅔%, Sang 29⅙%, Gabart 29⅙%; created for litigation optics
💰 Ownership Evolution
⚖️ Law Firms Involved
- Ziffren Brittenham LLP (David Byrnes) — Original counsel, prepared 2018 LOD
- Ungerlaw, PC — Prepared the Operating Agreement (represented the Company only)
- Sedlmayr & Associates, P.C. (Theo Sedlmayr) — Retained Feb 2023 as lead transactional entertainment counsel; 5% commission
- Russ, August & Kabat, LLP (Stanton "Larry" Stein) — Litigation counsel for Sandy Boys v. Fike AAA arbitration; originally engaged by Gabart/Sang May 2021; $1,150/hr lead rate; holding $1,385,388.12 in trust after fees
- Todd Rubenstein Law / Todd Rubenstein, Esq. — Counsel for TLG in the 2018 LOD
IRS EIN Assignment (CP 575 B)
Certificate of Formation (Delaware)
Operating Agreement (Single-Member)
Original Letter of Direction to Sony
Sedlmayr Retainer (Executed — DocuSign)
Sedlmayr Retainer (Clean Copy)
Securities Purchase Agreement
LOD — Redirect Payments to TLG
RAK Engagement Agreement — Fike Litigation
New Operating Agreement (Unsigned)
Further Amendment to LOD
1. Single-Member OA vs. Multi-Member Reality
The Operating Agreement (July 30, 2018) names Herbert Battle as the sole member. Yet the IRS EIN letter (July 27) requires Form 1065 (partnership return), and the Letter of Direction (August 2) splits economics five ways. There is no amended Operating Agreement in the record admitting Alvarez, Fernandez, Gabart, or Sang as members — yet the Securities Purchase Agreement explicitly identifies Alvarez and Fernandez as 20% "Members" who own "Membership Interests." This gap between legal form and economic substance is foundational to the dispute.
2. Alvarez Signs the Original LOD on Behalf of Sandy Boys
The August 2, 2018 LOD was signed by Daniel Alvarez "By:" Sandy Boys, LLC — not Herbert Battle, who was the sole authorized Manager under the Operating Agreement. This raises questions about who actually had authority to bind the LLC and whether Battle authorized this, or whether there was a different understanding of authority from the start.
3. No Amended Operating Agreement Produced
Despite (a) multiple individuals being treated as members from 2018 onward, (b) a Securities Purchase Agreement in 2023 that references "Membership Interests," and (c) a termination condition in the SPA requiring Gabart and Sang to execute a new OA with TLG within one year — no amended or replacement Operating Agreement has been provided. If Gabart and Sang never executed a new OA by March 27, 2024, TLG had a termination right under §7 of the SPA.
4. Second Payment Uncertainty ($300K)
The SPA required TLG to pay Alvarez and Fernandez the $300K Second Payment by March 27, 2024. If TLG failed to pay, Sellers could terminate and have their interests restored. No evidence of payment or termination has been provided. The fact that Alvarez and Fernandez are still signing documents in May 2024 may indicate the buyout was never fully consummated or was unwound.
5. Sold Members Still Signing (May 2024)
Alvarez and Fernandez both signed the May 9, 2024 Further Amendment to LOD via DocuSign — 14 months after they supposedly sold all their interests, resigned all positions, released all claims, and assigned all LOD rights to TLG. Their continued participation suggests either the buyout didn't close, was reversed, or there's a legal reason they still need to sign (e.g., Sony requires all original signatories).
6. Competing Payment Instructions to Sony
There are now at least three sets of payment instructions to Sony: (1) the original Aug 2018 LOD splitting payments 5 ways; (2) the March 2023 LOD redirecting Alvarez/Fernandez shares to TLG; and (3) the May 2024 LOD revoking the original entirely and sending the Third Album advance to two law firms. Sony is caught in the middle with potentially conflicting directions.
7. Nearly Entire Third Album Advance Going to Attorneys
The $250,000 Third Album Profit Advance is being directed entirely to law firms: $12,500 to Sedlmayr (matching their 5% commission) and $237,500 to Russ August & Kabat's trust account. RAK is litigation counsel handling the Fike arbitration. This suggests an active legal dispute that is consuming all available Company funds.
8. TLGJS, LLC — An Undocumented New Entity as Manager
The July 2023 RAK engagement reveals that TLGJS, LLC (Battle 41⅔%, Sang 29⅙%, Gabart 29⅙%) has become the Manager of Sandy Boys, LLC. This entity does not appear in any prior document. It's distinct from Tha Lights Global, Inc. (TLG), which was the buyer in the March 2023 SPA. No document in the record shows how or when TLGJS replaced Herbert Battle as Manager, or under what authority this substitution occurred given the Operating Agreement was never amended.
9. SPA Buyout Contradicted by RAK Engagement (4 Months Later)
The March 27, 2023 SPA has TLG (Tha Lights Global, Inc.) buying out Alvarez and Fernandez entirely — they resign, release all claims, and cease to be members. Yet four months later, the July 2023 RAK engagement lists the intended ownership as TLGJS 60%, Alvarez 20%, Fernandez 20%. Alvarez and Fernandez are treated as current members who must individually consent to the litigation engagement. Either the SPA buyout never closed, was restructured into a different arrangement, or was always part of a more complex reorganization than the SPA suggests on its face.
10. Fike Dispute Predates All Restructuring (May 2021)
RAK was originally engaged on May 6, 2021 by Gabart and Sang individually — not Sandy Boys — to handle their dispute with Dominic Fike. This means the Fike management dispute has been brewing for years and likely drove the entire 2023 restructuring: the Sedlmayr retainer, the SPA buyout attempt, the formation of TLGJS, and the shift to formal AAA arbitration. The $28,646.50 in prior fees rolled into the July 2023 retainer confirms substantive pre-litigation work was already done.
11. New Operating Agreement Backdated and Unsigned
A comprehensive 20-page Operating Agreement has been drafted naming TLGJS LLC as Manager with the 60/20/20 ownership split. It is backdated to July 30, 2018 — the original formation date — yet it clearly could not have been drafted before at least July 2023 (when TLGJS first appeared). The signature page is entirely blank. If this OA was never executed, then Sandy Boys has been operating for its entire existence under either (a) the original single-member OA with Battle as sole member, or (b) no valid multi-member operating agreement at all. This has profound implications for the validity of every action taken on behalf of the LLC.
12. Prior Florida LLC Reveals Earlier Formation (January 2018)
Section 11.14 of the new OA acknowledges a prior entity — "SANDY BOYS, LLC (a prior Florida LLC)" — with an artist agreement dated January 9, 2018 and a Binding Letter of Intent and Acknowledgement of Membership Interest dated June 19, 2018. This means the Dominic Fike venture existed at least six months before the Delaware LLC was formed. The nature of the membership interests acknowledged in the June 2018 LOI may be central to understanding who actually has ownership claims and from when.
13. Unanimous Consent Requirements Create Deadlock Risk
Under the new OA (if executed), §3.02 requires unanimous Member consent for virtually every significant action: amending the agreement, issuing interests, settling lawsuits over $5K, incurring debt over $50K, or dissolving. With three members (TLGJS at 60%, Alvarez at 20%, Fernandez at 20%), any single member can block any major decision. Given the apparent tensions between the parties, this structure virtually guarantees deadlock — which may be exactly why it was never signed.
14. $1.385M in RAK Trust After Fees Already Paid (Nov 2025)
RAK partner Ashley Yeargan confirmed on November 25, 2025 that the trust balance is $1,385,388.12 "after application of funds to our A/R" — meaning RAK has already deducted their legal fees. RAK has been made whole. Yet $1.385M of Sandy Boys' money remains in RAK's trust account, unreleased. At minimum, Battle's undisputed 25% share ($346,347) should have been distributed immediately under California Rule 1.15(d), which requires prompt distribution of undisputed portions. No party disputes Battle's original 25% interest.
15. No Valid LOD Authorizes Ongoing Payments to RAK
The reviewed LODs authorize a total of approximately $416,146.50 to RAK ($178,646.50 retainer + $237,500 from the Third Album advance). Yet RAK's trust has received far more — enough to accumulate $1.385M after RAK already took their fees. There is no Letter of Direction in the reviewed documents that authorizes Sony to send ongoing quarterly Fike revenue ($700K+/quarter) to RAK. RAK cannot invoke "disputed funds" protections under California Rule 1.15 for money they were never authorized to receive in the first place. Sony should produce every LOD on file to determine what instruction is causing these payments.
📋 Herbert "Dooney" Battle's Account
The following narrative is based on Battle's account of events and supporting documentation reviewed to date.
Phase 1 — Discovery (Early 2018)
Daniel Alvarez and David Fernandez discovered Dominic Fike and signed him to an artist agreement on January 9, 2018 through Sandy Boys, LLC — originally a Florida LLC. At this point, Alvarez and Fernandez owned 100% of the Fike deal. However, they lacked major label relationships needed to monetize Fike's talent.
Phase 2 — Battle Buys In (June 2018)
Battle had the major label connections. He and his associates (Stanley Gabart, Javier Sang) negotiated to acquire 60% of Sandy Boys for $2,000,000. A Binding Letter of Intent was executed on June 19, 2018 between the Florida Sandy Boys (Alvarez/Fernandez) and TLG, Gabart, and Sang. A $500,000 good faith payment was tendered to Alvarez and Fernandez as partial payment.
The ownership split: Battle (via TLG) 25%, Sang 17.5%, Gabart 17.5%, Alvarez 20%, Fernandez 20%. Battle would be the "key person" — meaning he controlled the deal and label relationships.
The remaining $1.5M of the $2M purchase price would be paid from the label advance that Battle would secure — a structure everyone agreed to.
Phase 3 — The Sony Deal (July–August 2018)
Battle took the entire group — Alvarez, Fernandez, Fike, Sang, and Gabart — to New York and landed the deal with Sony/Columbia Records. The Delaware LLC was formed on July 30, 2018. The Sony advance came in, and Alvarez and Fernandez received their $2M buyout (the original LOD directed the first $1.1M tranche 50/50 to them). Everyone was satisfied with the arrangement.
Phase 4 — The Personal Loan
After the Sony deal closed, Gabart and Sang borrowed $500,000 from Alvarez and Fernandez as a personal loan — they needed cash for property purchases and other expenses. This loan was separate from and unrelated to the Sandy Boys deal.
Phase 5 — The Austin Rosen Situation
Austin Rosen (Post Malone's manager) recognized Fike's value and wanted to buy Battle's 25% for $750,000. Agreements were drafted, Battle signed. But Rosen went quiet.
The reason: Sang and Gabart were on the email chain. They approached Rosen and told him he could get 40% (Alvarez and Fernandez's share) for less by going through them instead. Rosen gave Gabart and Sang $500,000.
Phase 6 — The $500K Shell Game
Gabart and Sang sent $500K to Alvarez and Fernandez. Battle's position: this was repayment of the personal loan, not a purchase of the 40% interest. There is no paperwork documenting any transfer of membership interests from Alvarez/Fernandez to Gabart/Sang — no purchase agreement, no assignment, no amended operating agreement, no manager consent.
Phase 7 — Battle's Documented Buyout (March 2023)
Battle separately negotiated and executed a formal Securities Purchase Agreement (March 27, 2023) to buy Alvarez and Fernandez's 40% for $600,000 through Tha Lights Global, Inc. He has:
• A signed, notarized SPA with full legal terms
• A $300,000 wire transfer to David Fernandez as closing payment
• A signed LOD redirecting Alvarez/Fernandez's Sony payments to TLG
• Text messages from Fernandez (April 2024) acknowledging the sale: "Enjoy sandy boys man... Pleasure doing business 🤝"
• Fernandez calling Gabart "a scammer" in the same text thread
Phase 8 — The RAK Problem
Gabart and Sang's original attorney, Russ, August & Kabat (engaged May 2021 for the Fike management dispute), became counsel for Sandy Boys as a whole in July 2023. RAK advised creating TLGJS, LLC as a structure to make it look like everyone was still involved — for "optics" in the Sony management commission dispute.
When Sandy Boys was in the red, the LODs directing money to RAK's trust didn't matter. But then the deal flipped to profitability at $700K+ per quarter. Now RAK is sitting on significant funds in trust and won't release Battle's share because of the Gabart/Sang competing ownership claim — even though RAK's original clients were Gabart and Sang, creating a direct conflict of interest.
Evidence in Battle's Favor
• Signed, notarized Securities Purchase Agreement for the 40% (March 2023)
• $300K wire transfer to Fernandez as documented closing payment
• Fernandez text messages acknowledging sale and calling Gabart "a scammer"
• No competing purchase documentation from Gabart/Sang — zero paperwork
• Original OA (only signed version) names Battle as sole Manager with authority over transfers
• Transfer of membership interests requires Manager consent — never given to Gabart/Sang
• Two versions of the LOI exist — one including TLG (Battle), one without — suggesting Gabart/Sang may have created a separate version excluding Battle
Gabart/Sang's Claim
Gabart and Sang claim they purchased the 40% from Alvarez and Fernandez before Battle's documented buyout. However, they have reportedly provided no paperwork to support this claim — no purchase agreement, no assignment of interests, no amended operating agreement, and no evidence of Manager consent as required under the OA. The only money trail is a $500K payment that Battle contends was repayment of a personal loan.
⚖️ Legal Analysis — Battle's Rights and Options
Analysis based on all documents reviewed to date.
1. Can Battle Revoke the LODs?
Short answer: Yes, likely.
The May 2024 LOD is limited to the $250,000 Third Album Profit Advance — it does not authorize ongoing quarterly payments to anyone. The RAK retainer authorized a specific LOD for $178,646.50 only. There is no LOD in the reviewed documents that authorizes Sony to pay $700K+ per quarter to RAK or any other party other than Sandy Boys itself.
As Manager of Sandy Boys under the only signed Operating Agreement (July 30, 2018), Battle has sole authority to issue, amend, or revoke Letters of Direction to Sony. He can send a new LOD directing all payments to an account he controls.
Risk: Sony may hesitate to comply given competing claims. A court order or clear legal demand may be needed to compel Sony to follow new instructions.
2. Is There a Time Limit on the LODs?
The existing LODs have no expiration dates. However, they are revocable by Sandy Boys at any time — they explicitly state Sony is merely "accommodating" the company's direction. The LODs are instructions from client to label, not independent contractual obligations.
The concern about $10M flowing to attorneys over 20 years is valid — there is no cap and no sunset clause in any LOD. The only protection is the right to revoke and issue new instructions.
3. RAK's Attorney's Lien — The Obstacle
RAK's engagement agreement (§9) grants them a security interest and lien on all funds recovered or transmitted on Sandy Boys' behalf — even after discharge. In a fee dispute, RAK can withhold all funds in trust until resolution.
However, this lien is only enforceable to the extent of fees actually earned. RAK cannot hold millions in trust indefinitely against a billing of (for example) $200K. California law requires attorneys to promptly distribute undisputed funds and only retain the disputed portion.
As of November 25, 2025, RAK confirmed a trust balance of $1,385,388.12 — AFTER already deducting their fees. RAK has been made whole. The $1.385M belongs to Sandy Boys' members, not to RAK.
3A. Threshold Problem: RAK Is Not Authorized to Receive This Money
Before even reaching the "disputed funds" question, there's a more fundamental issue: by what authority is RAK receiving $700K+ per quarter from Sony in the first place?
The reviewed LODs authorize the following specific payments to RAK:
• RAK Retainer (July 2023, §5): LOD to Sony for $178,646.50 — specific dollar amount
• May 2024 LOD: $237,500 from the Third Album Profit Advance only — one specific payment
Total authorized via LODs: $416,146.50
There is no LOD in the reviewed documents that authorizes Sony to send ongoing quarterly Fike revenue to RAK's trust account. If RAK is receiving $700K+ every quarter, either:
• There is an additional LOD that hasn't been provided (Sony should be asked to produce every LOD on file), or
• Sony is paying RAK without valid authorization, or
• RAK is intercepting funds through some other mechanism
This matters because RAK cannot claim "disputed funds" protection under California Rule 1.15 for money they were never supposed to receive. The "disputed funds" doctrine assumes the attorney is properly holding client funds in trust. If the funds were directed to RAK without a valid LOD — and especially if the LOD that does exist was signed under a structure RAK themselves created for "optics" — then RAK's possession of these funds lacks legal foundation entirely.
RAK's position essentially amounts to: "We can't release the money because there's an ownership dispute" — but the real question is why the money is in their account at all.
4. The Conflict of Interest
RAK's original clients were Gabart and Sang (May 2021). They then became counsel for Sandy Boys as a whole (July 2023). Now Gabart/Sang and Battle are adverse on the ownership question. RAK cannot represent the LLC while simultaneously protecting their original clients' interests against another member — this violates California Rules of Professional Conduct Rule 1.7.
RAK's withdrawal should be demanded due to this conflict, or a complaint filed with the California State Bar.
5. The Strongest Legal Argument
Under Delaware LLC law and the only signed Operating Agreement:
• Battle is the sole Manager with sweeping authority
• Transfers of membership interests require Manager consent — Battle never consented to any transfer to Gabart/Sang
• No amended OA was ever executed admitting Gabart/Sang as holders of the 40%
• Gabart/Sang have no documentation supporting their claim
• Battle has a signed SPA, wire transfer proof, and seller acknowledgment
5A. The Unsigned Chain — Why Battle Has Full Authority
RAK currently operates under a governance structure in which TLGJS, LLC directs the firm, and if TLGJS members disagree, Battle/Sang/Gabart vote with majority ruling — giving Gabart and Sang a 2-1 advantage. However, every single link in this chain is based on unsigned documents:
• The RAK engagement (July 2023) — states it "will not take effect, and the Firm will have no obligation to provide legal services, unless and until you return a signed copy of this Agreement and pay the retainer." The signature pages on the version reviewed are blank.
• The TLGJS, LLC Operating Agreement — never executed. No governing document gives Gabart and Sang any defined voting rights within TLGJS. You cannot take "majority direction" from an entity with no agreed-upon governance structure.
• The new Sandy Boys OA — never executed. TLGJS was never formally admitted as Manager. The signature page is completely blank.
The chain RAK relies on collapses entirely:
TLGJS directs RAK → But TLGJS has no signed OA
TLGJS is Manager of Sandy Boys → But the Sandy Boys OA naming TLGJS was never signed
Gabart/Sang outvote Battle in TLGJS → But no executed agreement gives them voting rights
The only document with actual signatures is the original July 30, 2018 Operating Agreement — which names Herbert Battle as sole Member and Manager with unilateral authority over all company decisions, including hiring/firing counsel, directing distributions, and authorizing transfers of membership interests.
5B. The RAK Dilemma — Competing Interests
RAK currently occupies a unique position in this dispute — simultaneously handling the Sandy Boys v. Dominic Fike AAA arbitration (the management commission dispute that is Sandy Boys' primary revenue source) while holding $1,385,388.12 in trust that members cannot access.
The conflict:
• RAK's original clients (Gabart/Sang, engaged May 2021) are now adverse to Battle on the ownership question
• RAK represents the entity as a whole, but operates under a governance structure built entirely on unsigned documents
• RAK has already satisfied their own fees from the trust — the $1.385M balance belongs to Sandy Boys' members
• The Fike arbitration is active and ongoing — it is the engine that generates Sandy Boys' revenue
The dependency: The Fike management dispute is critical to the long-term value of Sandy Boys. Any disruption to that litigation carries risk and cost — new counsel would need to absorb the full case history, meet existing deadlines, and navigate an arbitration already in progress. This creates a practical dependency on RAK's continued involvement even where legal grounds for concern exist.
The lien issue: RAK's engagement (§9) includes an attorney's lien that survives the engagement regardless of how it ends. RAK can assert a lien on funds recovered in the Fike matter for the value of work performed. This means the lien question persists independent of RAK's ongoing role — it attaches to the outcome of the case itself.
Bottom line: The internal ownership dispute and the Fike revenue dispute are entangled through RAK's dual role. Resolving one without impacting the other requires careful consideration of timing, the status of the arbitration, and the practical consequences of any changes to the current arrangement.
6. Outstanding Documents Needed
The following documents are needed to complete the analysis:
• Full Binding LOI (both versions) with signature pages — critical to understanding competing claims
• Austin Rosen email chain — proves Gabart/Sang's bad faith in undercutting Battle
• Draft Rosen purchase agreement for Battle's 25% at $750K — establishes market value
• Evidence of the personal loan from Alvarez/Fernandez to Gabart/Sang
• Wire transfer records showing $500K flow: Rosen → Gabart/Sang → Alvarez/Fernandez
• Any additional LODs to Sony governing the $700K+ quarterly payments
• RAK billing statements and trust account records
• Sony payment records showing total amounts paid and to whom
• Alvarez confirmation of the sale (similar to Fernandez's texts)
• K-1 tax returns showing how partnership income has been allocated