COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS. SUPERIOR COURT DEPARTMENT
BUSINESS LITIGATION SESSION

 

TEST KITCHEN INC., as the Sole General
Partner of America?s Test Kitchen Limited Partnership,

Plaintiff,
V.

CHRISTOPHER KIMBALL, CPK MEDIA, LLC,
MELISSA BALDINO, CHRISTINE GORDON, and
DEBORAH BROIDE doing business as Deborah Broide
Publicity,

Defendants.

 

 

COMPLAINT

America?s Test Kitchen offers home cooks a novel proposition: the relentless testing of
recipes by a kitchen of cooks will ultimately deliver the best recipes and in-depth writing about
the recipe development process teaches readers the fundamentals of cooking. Home cooks
throughout the United States trust America?s Test Kitchen recipes, cooking techniques and
product reviews for the perfect meatloaf, chocolate chip cookie, Thanksgiving turkey, and much
more. These recipes, techniques and reviews are showcased on America?s Test Kitchen?s public
television and radio programs, magazines, books, websites and cooking school. Christopher
Kimball, a former executive and a current owner of America?s Test Kitchen, made a handsome
living as the public face and voice of this concept. He purveyed a brand that became
synonymous with trust. But America?s Test Kitchen has recently discovered that the trust it

placed with Mr. Kimball was misplaced.

Mr. Kimball spent the last year of his employment with America?s Test Kitchen creating
a new venture which literally and conceptually ripped off America?s Test Kitchen. To quickly
break. into the marketplace with a viable and recognizable company, Mr. Kimball stole
con?dential information from America?s Test Kitchen, solicited America?s Test Kitchen?s
employees and outside relationships and misappropriated corporate opportunities belonging to
America?s Test Kitchen. He has carefully made ?Christopher Kimball?s Milk Street? in the
image of ?America?s Test Kitchen? to convince potential customers that his new venture is a
revamped and enhanced version of America?s Test Kitchen. Along the way he has received
substantial assistance from former America?s Test Kitchen contributors, including employees
Melissa Baldino and Christine Gordon; and consultant Deborah Broide.

This case is not about legitimate competition it is about a profoundly disloyal ?duciary.
America?s Test Kitchen seeks damages for Mr. Kimball?s various acts of disloyalty as aided and
abetted by others; and permanent injunctive relief to prevent Mr. Kimball and his new company
from exploiting information, assets, and opportunities stolen from America?s Test Kitchen.

PARTIES

1. America?s Test Kitchen Inc. Inc?) is a corporation organized under the
laws of Delaware and has a principal place of business at 17 Station Street, Brookline,
Massachusetts. It is the sole General Partner of America?s Test Kitchen Limited Partnership
the entity that owns and operates the suite of America?s Test Kitchen multimedia
publications and productions. ATK Inc. has authority to assert the rights of ATK.

2. Upon information and belief, Christopher Kimball resides at 23 Buckingham

Street, Cambridge, Massachusetts and is a founder of CPK Media, LLC.

 

3. CPK Media, LLC Media?) is a limited liability company organized under
the laws of Delaware and has a principal place of business at 177 Milk Street, Boston,
Massachusetts. On information and belief, CPK Media owns and operates ?Christopher
Kimball?s Milk Street? business and related multimedia publications and productions.

4. Upon information and belief, Melissa Baldino is the wife of Mr. Kimball, resides
at 23 Buckingham Street, Cambridge, Massachusetts, and is an employee of CPK Media.

5. On information and belief, Christine Gordon resides at 23 Woodridge Lane,
Exeter, New Hampshire, was formerly employed by ATK, and currently works in CPK Media?s
of?ces at 177 Milk Street, Boston, Massachusetts.

6. On information and belief, Deborah Broide does business as Deborah Broide
Publicity, resides at 8 Columbus Avenue, Montclair, New Jersey, and has contracted to perform
services within the Commonwealth of Massachusetts, including for ATK.

JURISDICTION AND VENUE

7. The Court has personal jurisdiction over Christopher Kimball and Melissa
Baldino pursuant to M.G.L. c. 223A, 2 as persons domiciled in Massachusetts and pursuant to
3 as persons who transacted business in Massachusetts, contracted to supply services in
Massachusetts, and caused tortious injury by an act or omission in Massachusetts.

8. The Court has personal jurisdiction over CPK Media pursuant to M.G.L. c. 223A,
2 as a company with a principal place of business in Massachusetts and pursuant to 3 for
transacting business in Massachusetts, contracting to supply services in Massachusetts, and
causing tortious injury by an act or omission in Massachusetts.

9. The Court has personal jurisdiction over Christine Gordon and Deborah Broide

pursuant to M.G.L. c. 223A, 3 as persons who transacted business in Massachusetts, contracted

to supply services in Massachusetts, and caused tortious injury by an act or omission in
Massachusetts.
10. Venue is appropriate pursuant to M.G.L. c. 223, 1.
FACTUAL ALLEGATIONS
A. America?s Test Kitchen

11. predecessor, Auchincloss, Wadsworth Co. Limited Partnership, was
founded by current ATK Board member and partner, Eliot Wadsworth, in approximately 1990.
Mr. Wadsworth hired Mr. Kimball and others to focus on publishing a sophisticated consumer
publication about alternative health, called Natural Health. At the time of his hiring, Mr. Kimball
was unemployed and working on a possible magazine launch. Mr. Wadsworth recruited other
partners to help him in funding the new business.

12. Eventually, over time with additional intervening name changes, the name of the
venture was changed to Boston Common Press Limited Partnership (?Boston Common Press?)
and then later to America?s Test Kitchen Limited Partnership. The partners of Boston Common
Press and ATK provided all of the capital for the businesses. Mr. Kimball never personally
invested any money in the venture under any name. Despite this lack of capital investment and
the involvement of others, Kimball frequently misrepresents himself as the sole founder of ATK,
which he is not.

13. ATK mainstreamed the concept of a test kitchen devoted to developing foolproof
recipes for the home cook.

14. ATK subjects a food recipe to rigorous testing to develop a progressively better

way of preparing the recipe. ATK subjects a recipe to upwards of 100 rounds of testing. Through

relentless testing and food science, ATK aims to expose a recipe?s fundamental problems and
offer solutions, often surprising ones, for a perfected version of that recipe.

15. ATK developed and owns a number of products, productions, and publications
founded on the test kitchen concept. They include magazines Cook ?3 Illustrated? and
Cook ?5 C0untry?), television shows America?s Test Kitchen? and Cook?s Country?), a
radio show (America?s Test Kitchen Radio?), books Cook ?3 Science?), podcasts (ATK
RadioTM), online education and websites, including americastestkitchencom,
cooksillustratedcom, cookssciencecom, and 

i. Cook?s Illustrated?

16. predecessor?in?name, Boston Common Press, launched the test kitchen
concept with the publication of Cook ?3 Illustrated in 1993. Mr. Kimball served as editor until
November 2015.

17. Cook?s Illustrated is a publication. A typical issue contains the

following features:

a. An industry unique 32~page count and 3~column layout;
b. An industry unique ?no ads? reader experience;
c. A table of contents insert;

d. A Page 1 editor?s note. When Mr. Kimball served as editor, Page 1
featured ?Letters from Vermont,? folksy, nostalgic odes penned by Mr.
Kimball celebrating Vermont traditions, virtues, and characters;

e. Recipes ?The Best Pan-Seared Salmon,? ?Perfect Sticky Buns?). The
heart of the magazine. Narrated as case studies that begin with a statement
of the recipe?s problems or challenges and apply food science to solve
these problems and create a ?foolproof" version of the recipe. The recipes
section also recommends ingredient substitutions, provides warnings to
the home cook, and includes sidebars on general cooking techniques and
topics in food science;

f. Product Reviews ?The Best Gas Grill under 

g. Taste tests air-chilled chickens taste better than water-chilled
chickens) (Cook?s Illustrated September 2012);

h. A Page 32 ?Equipment Corner? that reviews and recommends kitchen
equipment and gadgets ?at whisks and barbeque basting brushes).

18. Cook ?s Illustrated operates on a subscription model. It currently has total print,
digital, and web circulation of more than 1 million paid subscribers.

19. Cook ?s Illustrated has its own website, The website
contains recipes, equipment reviews, taste tests, buying guides, and instructional videos.

20. ATK owns all copyrighted material relating to Cook ?s Illustrated.

21. Cook ?s Illustrated proved an immediate success and helped fuel the growth of
ATK.

ii. America?s Test Kitchen Television and Radio Shows

22. ATK brought Cook ?s Illustrated to public television in 2001 in a half?hour long
cooking show called ?America?s Test Kitchen??

23. Mr. Kimball hosted the television show from 2001 through 2016.

24. America?s Test Kitchen is currently set in 2,500 square foot test kitchen
in Brookline, Massachusetts.

25. A typical episode contains the following segments:

a. Two recipe segments with lively demonstration of why a recipe does not
work and a smart improvement;

b. A ?Tasting Lab? segment where a tasting panel and (previously) Mr.
Kimball perform taste tests of various products.

c. An ?Equipment Corner? segment that reviews and ranks kitchen
equipment;

d. A ?Science? segment that explains the chemistry behind fundamental
cooking techniques;

e. A ?Gadget Guru? segment that features reviews of kitchen gadgets.

26. America?s Test Kitchen has become public television?s most watched cooking

show. In a typical month over 7 million unique viewers tune in to America ?s Test Kitchen on TV.

3 27. ATK also has run an hour?long America?s Test Kitchen public radio show,
America?s Test Kitchen Radio?, since 2012. Mr. Kimball hosted America?s Test Kitchen Radio
from approximately 2012 through 2016.

28. Like the television show, America?s Test Kitchen Radio features recipe science,
product and equipment reviews, and cooking tips. It also features interviews with players in the
food industry and questions from callers.

29. ATK owns all copyrighted material related to America?s Test Kitchen and
America?s Test Kitchen Radio.

Cook?s Country?

30. Cook?s Country extended the America?s Test Kitchen brand to more casual
country cooking.

31. ATK has published Cook?s Country magazine since 2005 and has produced the
related Cook?s Country television show since 2008.

32. Cook?s Country magazine is a publication that alternates with Cook?s
Illustrated. It shares many of the same features as Cook?s Illustrated rendered with more color
and informality.

33. Cook?s Country also operates on a subscription model. It currently has total print,

digital, and web circulation of 400,000 paid subscribers.

34. The Cook?s Country television show was ?lmed in a renovated farmhouse in
Rupert, Vermont. Mr. Kimball hosted the television show from 2008 through 2016. It shares the
same basic structure and cast of America?s Test Kitchen with a focus on comfort food. Cook's
Country has become public television's second most watched cooking show. In a typical month
over 6 million unique viewers tune in to Cook?s Country on TV.

35. ATK owns all copyrighted material related to Cook?s Country magazine and
Cook?s Country television.

B. Christopher Kimball

 

36. Eliot Wadsworth hired Mr. Kimball to work for predecessor in 1990.
Since then, Mr. Kimball has held various positions of trust and con?dence with ATK.

37. Mr. Kimball is a long-time limited partner of ATK, formerly known as Boston
Common Press Limited Partnership, among other former names. Mr. Kimball remained a limited
partner of ATK after his departure from employment.

38. Before his divorce in approximately 2012, Mr. Kimball owned approximately
19.2% of the partnership interests. Following his divorce, he now holds a reduced approximate
8.59% partnership interest in ATK.

39. Mr. Kimball?s ex?wife, Adrienne Kimball, holds a 8.59% partnership interest in
ATK.

40. The Kimball Children?s Trust 2006 holds a 2% partnership interest in ATK.

41. Since inception, Mr. Kimball has received more than $30 million in total
partnership distributions from ATK. In 2016, he has already received approximately $772,000

million in partnership distributions from ATK.

42. Mr. Kimball executed the Third Amended and Restated Agreement of Limited
Partnership (?Partnership Agreement?). The Partnership Agreement, as duly amended from time
to time, governs, in part, Mr. Kimball?s rights and duties as a ?continuing limited partner? of
ATK.

43. Mr. Kimball also has held himself out to his ATK partners, employees, and the
public as ?founder? and ?rst and ?Publisher? (the typical title of the CEO of a
publishing company).

44. Irrespective of formal title, Mr. Kimball functioned as the CEO of ATK from its
inception until the appointment of a new CEO in September 2015 and as a key executive until
his departure on November 16, 2015. Throughout his tenure with ATK, Kimball also acted as a
de facto general partner by exercising control over all aspects of business, staff, and
creative content.

45. Mr. Kimball?s employment responsibilities included serving as editor-in?chief of
magazines and host of television and radio shows. In these roles, Mr. Kimball
served as the public face and voice of ATK. These roles also afforded Mr. Kimball autonomous
control over the creative direction and output of ATK.

46. In exchange for Mr. Kimball?s employment services, ATK paid Mr. Kimball an
annual base salary, bene?ts, and bonuses. In 2015, ATK paid Mr. Kimball $312,981 in salary
and $768,250 in bonuses. This compensation is in addition to the distributions he received as a
limited partner.

47. Mr. Kimball?s January 1, 2003 employment agreement provides that ?[d]uring the
term of your employment, you agree that you will devote your full time and best efforts to the

business of the Partnership, except to the extent otherwise agreed by you and the General Partner

in It further provides that have agreed that your current working hours are
acceptable to the General Partner and tantamount to a full time effort.?

48. In 2003, ATK hired Melissa Baldino as Mr. Kimball?s executive assistant. In
2006, Mr. Kimball elevated Ms. Baldino to various positions and eventually to executive
producer of television and radio shows. ATK paid Ms. Baldino an annual salary and
bene?ts. Mr. Kimball also hired Ms. Baldino?s sister and her father.

49. In 2013, Ms. Baldino and Mr. Kimball married.

50. Ms. Baldino?s employment agreement imposed the following obligations, among
others, on Ms. Baldino:

a. will not disclose or use at any time without the prior written consent of
BCP [Boston Common Press], either during or subsequent to my
employment, any secret, proprietary or confidential information of BCP,
which I obtain during my 

b. will deliver to BCP, upon termination of my employment, all drawings,
manuals, letters, notes, notebooks, reports, charts, records, plans, lists,
tapes, ?lms, graphics, computer media and all other material of a secret,
proprietary or confidential nature, including copies, that relate to 
business and are in my possession or control.?

c. will not during my employment with BCP directly or indirectly engage
or assist any other person to engage in any activity competitive with any
business conducted or contemplated by BCP without the express written

permission of 

d. will not during my employment with BCP cause or attempt to cause any
employee or consultant of BCP to cease to be employed by or cease to
make his or her services available to 

51. Ms. Baldino acknowledged in her employment agreement that ?a violation of this
agreement by me could cause irreparable damage to BCP and that in the event of a violation by

me BCP shall have, in addition to any and all claims for monetary damages, the right to a

temporary restraining order, preliminary injunction, permanent injunction, order of specific

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performance and other equitable relief to prevent the violation of any obligations under this
agreement.?

52. In November 2009, ATK hired Christine Gordon as Mr. Kimball?s executive
assistant. ATK paid Ms. Gordon an annual salary and bene?ts through 2015.

53. In her employment agreement, Ms. Gordon acknowledged that ?a violation of this
agreement by me could cause irreparable damage to BCP and that in the event of a violation by
me BCP shall have, in addition to any and all claims for monetary damages, the right to a
temporary restraining order, preliminary injunction, permanent injunction, order of speci?c
performance and other equitable relief to prevent the violation of any obligations under this
agreement.?

54. By virtue of his employment as its most senior executive, Mr. Kimball enjoyed
unrestricted access to con?dential information. He had access to secure databases,
customer lists and email addresses, subscriber information, recipes, media contacts, ?nancial
information, company contracts, and sponsorship programs.

55. By virtue of his employment as its most senior executive, Mr. Kimball formed
relationships with sponsors, vendors, distributors, production companies, media outlets,
consultants, and freelancers.

C. Mr. Kimball?s Breach of Trust and Disloyaltv to His Partners and ATK
Employees

56. Beginning in approximately 2013, Board and Kimball began to have
discussions about building a long-term succession plan for the Board and management to address
the growth of the company and a rapidly changing marketplace. The plan involved reinforcing
the management capacity of ATK through the hiring of professional executives, including a

formal C00 and CEO, and Board members who had more media industry experience.

11

57. Mr. Kimball openly and candidly acknowledged his management indifference and
shortcomings to the Board and to third?parties. In 2009, Mr. Kimball stated in a Boston Globe
article that ?I?m a terrible manager. I don?t do it.? More recently, Mr. Kimball stated in an
interview with Chicago Tonight that he was ?probably not the guy? to run a company that had
grown to size and that should be run by somebody who likes to go to meetings and
run businesses.?

58. By 2015, ATK and Mr. Kimball had agreed that new Board members with
industry experience would assist in governance and that new management would free
Mr. Kimball of the daily agitations of running a business and allow him to focus on 
creative output. 0

59. Notwithstanding his management disinclinations and agreement with the Board,
Mr. Kimball secretly resented giving up any control of the business. Rather than addressing the
issue professionally with his partners and the Board, however, Kimball engaged in a conspiracy
to build a competing venture while ATK worked to formalize a preliminary agreement in which
Kimball would continue to serve as a leader and the external face of ATK.

60. Through a recent forensic review of ATK emails, ATK learned that Mr. Kimball
stole confidential information, put in place measures to hide his activities, spent company funds
on personal items and items for his new business, and secretly secured space for (using 
name) and otherwise developed his competing venture. ATK expects discovery to add to this
email trail.

Mr. Kimball Uses AT Resources and Consultants to Misappropriate AT 
Information

61. On June 1, 2015, Ms. Gordon emailed IT ?Help Desk?: ?Chris asked me to

scan some con?dential documents do you know if the production scanner keeps a copy of

12

everything? or is there a way to ask it to not keep a copy?? On June 3, 2015, Mr. Kimball
emailed Ms. Gordon and asked her to ?scan those documents today please and forward to me.?
That same day Ms. Gordon emailed Mr. Kimball his employment agreement and various
partnership documents. I

62. On June 10, 2015, Mr. Kimball emailed Tom Hagopian, an IT consultant for
ATK: want a private gmail account that is not part of the company servers/ systems.?

63. On August 5, 2015, Mr. Kimball emailed Tom Hagopian again: ?Just want to
make sure that if I use a gmail address, that my company has no access to this account. They can
only get access to may ATK account, right??

64. On August 10, 2015, Mr. Kimball emailed Mr. Hagopian: want to capture
email addresses from folks who respond to my letter from VT to see photos that I post.? These
email addresses refer to customers of Cook?s Illustrated and Cook ?5 Country print and/or online
magazines. They belong to ATK, not Mr. Kimball. As a marketing asset, the emails hold
signi?cant value to ATK, and would hold signi?cant value to a rival startup. In fact, ATK
assigns a certain value to each customer email address.

65. In August and September, 2015, Ms. Gordon contacted real estate brokers for
commercial space in the Boston and Cambridge area. Speci?cally, Ms. Gordon requested
suf?cient capacity ?for test kitchen.? To give brokers a clear picture of the proposed use for the
new space, Ms. Gordon invited them to View website. Ms. Gordon continued to
correspond with brokers through at least October 5, 2015. She did so while on ATK company
time and while fraudulently claiming that she represented ATK.

66. On October 1, 2015, Ms. Gordon received a lease proposal over email. The

subject line of the email read: ?America?s Test Kitchen - 40 West Third.? The proposal listed the

13

tenant as (d/b/a America?s Test Kitchen)? It listed the use as ?of?ce, ?lm studio, and test
kitchen.? Ms. Gordon solicited this proposal on behalf of Mr. Kimball?s new company not
ATK.

67. On August 28, 2015, Mr. Kimball received an email from Deborah Broide of
Deborah Broide Publicity, a public relations consultant engaged by, and paid by, ATK.
Ms. Broide wrote:

I?m sure you?ve thought of this already (and since your ATK email and your

. personal email are both google based, I?m sure this has already been done via the Cloud
or something). Still, just in case - you want to be sure that you have all your ATK
business contact info accessible via your personal gmail account, too.

Also, I?m not sure if Christine has your work related contact info (things that you
wouldn?t have) but if so, you want to get all of that stuff too. I don?t know if Christine
knows anything or not (you asked me to keep everything con?dential. I?ve been very
careful about that), but she may have info or lists etc. that you might want (and faster)

. because of this latest development (I truly can?t believe they would go through with it,
but who knows).

68. Ms. Broide advised Mr. Kimball to take ATK business contact information and
lists in connection with Mr. Kimball?s ?con?dential? plans.

69. Mr. Kimball forwarded Ms. Broide?s email to Ms. Gordon on the same day.
Ms. Gordon responded on the same day: ?I?ll have lee [her husband] back up my computer this
weekend.?

70. Over that weekend, on August 29, 2015, Mr. Kimball emailed Ms. Gordon: ?It
seems likely that Melissa and I are going to be ?red next week so let?s get a moving company in
Monday (two guys) with boxes to pack up my stuff and remove it to storage. Want to get ahead
of the partners!? ATK had no intention of ?ring Mr. Kimball or his wife, nor had it expressed

such an intention to him. To the contrary, the Board had repeatedly expressed ?deep

desire? to keep Mr. Kimball.

71. Mr. Kimball?s August 29th email also stated that have ?rst round funding in
place so we need to move fast on the of?ce space.? Upon information and belief, Mr. Kimball
was referring to funding he had put in place for what Would become CPK Media and Christopher
Kimball?s Milk Street.

72. On August 31, 2015, Mr. Kimball emailed Mr. Hagopian: have deleted
Melissa?s business email address in the contact ?le but it still exists in the email software how
get rid of it?? When Mr. Hagopian explained how to ?search? Ms. Baldino?s email, Mr. Kimball
responded: want to DELETE her business email, not ?nd it.?

73. On November 3, 2015, Ms. Broide emailed Mr. Kimball:

Please keep a copy of this for the new company. This is my list (culled from 24
years at ATK). This list is on the main server at ATK, although I haven?t updated it in
about 3 months (I have the updates though).

I just want to make sure that you have this list, too. I?m going to send you two
more list [sic] (also stuff I created) for the new company. Again, these are lists are [sic]
created for ATK. I don?t think the national list is on the ATK server though.

(emphasis in original).

74. The subject line of Ms. Broide?s email read ?Core media list please review.?
These lists resided on password-protected server. They belonged to ATK. So did the
?updates? that Ms. Broide had kept for herself and Mr. Kimball. To the extent Ms. Broide helped
create these lists, she did so as a paid consultant for ATK. These media lists hold signi?cant
value to ATK, a multi?media company.

75. Mr. Kimball responded to Ms. Broide?s email: ?Thanks for all the lists will
archive. Hopefully nothing is going to happen to you seems like an episode of Mission

Impossible!? Mr. Kimball took media contact lists for use in his new venture. His

allusion to ?Mission Impossible? betrays his knowledge of surreptitious wrongdoing.

15

76. Also on November 3, 2015, Mr. Kimball emailed Mr. Hagopian: am scanning
hundreds of recipes and want to annotate them by hand and then organize/store them in some
Pinterest style program.? In the same email, he wrote: ?Also, need to chat with you soon about
setting up the new of?ce.? Mr. Kimball sent a similar email to Ms. Gordon the same day that
read: ?Need to ?gure out the best way to scan, annotate, save and organize recipes.?

77. Mr. Kimball did not disclose any of these activities to ATK or his partners. To
the contrary, during this time, he worked with the ATK Board on a ?preliminary agreement? in
which Mr. Kimball would serve ?a continued leadership role? in ATK.

ii. Mr. Kimball Develops A Competing Venture While Purporting to Work
with His Partners on a New Arrangement for ATK

78. On August 24, 2015, Eliot Wadsworth, President and board member of ATK Inc.
and fellow partner to Kimball, emailed Mr. Kimball to con?rm ?points we agreed on this
afternoon.? Mr. Wadsworth expressed ?deep desire to retain [Mr. Kimball?s] continued
involvement with the business in areas where [his] skills and experience can make a
contribution? and offered to maintain Mr. Kimball?s current level of compensation in salary and
bonuses.

79. That same day, Mr. Kimball announced in a senior management meeting that he
had been ??red? and would be starting a new company.

80. The next day, Mr. Kimball announced to ATK staff that he had been ?red and
that the Board and the new CEO would ruin the company. He also began secretly soliciting
ATK employees to join him in his new venture. Speci?cally, that afternoon, Mr. Kimball called
individual employees into his of?ce to tell them that he was starting a new company and that he

wanted to offer them positions in the new company. Mr. Kimball had not been ?red, nor had he

been told he would be ?red, at the time he made this announcement and began soliciting ATK
employees. I

81. In response, ATK called an urgent board meeting. ATK resolved to protect its
employees from Mr. Kimball?s advances. It called an all staff meeting to assure people that Mr.
Kimball had not been ?red and held ?town hall? meetings to ease the tension created by Mr.
Kimball?s false declarations and false impression that ATK was on the verge of ?nancial ruin.

82. ATK has suffered millions of dollars in damages to date. To retain key
employees, ATK paid millions of dollars in bonuses and salary increases. But for Mr. Kimball?s
solicitations, ATK would not have had to pay retention bonuses. ATK has also been forced to
spend signi?cant money in legal fees and in the development and execution of a strategy to
respond to Mr. Kimball?s actions and CPK Media?s unfair competition.

83. On September 1, 2015, Mr. Denny, an of?cer and director of ATK Inc. and one of
Mr. Kimball?s partners, emailed Mr. Kimball that have been told that you have been
meeting individually with employees to advise them that you are leaving to start a new company
and recruiting them to join you.? He continued: ?If true, this would be at odds with your email to
me, as well as with your ?duciary and legal duties to the company.?

84. Mr. Denny?s September email reminded Mr. Kimball of his ?legal duty to
safeguard and not misappropriate any con?dential or trade secret information and all intellectual
property belonging to the company.? He also urged Mr. Kimball to commit to ?good faith?
discussions concerning his relationship with ATK and to consider Mr. Wadsworth?s August 24th
offer to stay with the company.

85. On September 26, 2016, Mr. Kimball emailed Chief Creative Of?cer, Jack

Bishop: ?I?m not interested in going head to head with ATK too much at stake ?nancially and

17

I?m not that lame!? Coincidentally, in a 2016 interview with the Boston Globe, Mr. Kimball
insisted that ?it would be kind of lame to do the same thing again? in denying that his Milk Street
venture would recreate America?s Test Kitchen.

86. Despite these pronouncements, Mr. Kimball spent the Fall of 2015 (while being
paid by ATK), developing a company which is identical to ATK in all respects and recruiting
existing employees, consultants and partners to join him.

87. On September 28, 2015, Mr. Kimball emailed Mr. Hagopian: ?First of all, no, I
won?t be coming into the of?ce much. Am starting new company however and would love to
have you work with us. Building out a major kitchen shortly but temp space until then.? Mr.
Kimball also mentioned wanting to hire someone ?to build out my digital platform.?

88. On October 12, 2015, Mr. Kimball mistakenly emailed David Nussbaum: ?Need a
top notch cookbook designer have a few folks up here who are only so-so. Thoughts? Have a
bunch of ideas for the books but want to start working on design concepts as well.? Mr. Kimball
acknowledged that he sent this email to the ?wrong recipient.?

89. The cookbook which Mr. Kimball referred competing
cookbook for which he has received an advance and is currently writing.

90. During this time, Mr. Kimball registered website domains through GoDaddy.com,
LLC., filed certi?cates of formation with Delaware for CPK Media, LLC, and CPK Holdco,
LLC. and also applied for trademarks for his new venture for ?The Motley Kitchen? and
?Christopher Kimball?s The Kitchen.? Goods and services in these trademark applications were
identified as: ?Digital media, namely, DVDs, downloadable video recordings, and downloadable

electronic publications in field of food and cooking; downloadable electronic data files featuring

18

recipes; downloadable television and radio programs in the ?eld of food and cooking provided
via video-on demand 

91. After months of expressing to Mr. Kimball its ?strong desire that you remain
employed with the Partnership and work toward the continued success of America?s Test
Kitchen,? ATK acknowledged the futility of this outreach. On November 16, 2015, ATK sent
Mr. Kimball a notice of termination. Mr. Kimball?s termination became effective November 20,
2015.

92. The termination letter stated, as its basis, that ?The Board and management have
become aware of efforts by you to establish your own business, including repeated contacts and
solicitations by you of other Partnership employees and with persons having important
commercial relationships with 

93. notice also requested Mr. Kimball to ?return all Partnership property in
your possession or control to Rob Ristagno by no later than November 20, including your laptop
and other electronic devices paid for by the Partnership, and all electronic and physical records
re?ecting copyrighted material, intellectual property, business data, plans and opportunities
belonging to 

94. Mr. Kimball and Ms. Baldino did not return their company laptops or the ATK
proprietary information that they downloaded prior to their departure. Mr. Kimball and Ms.
Baldino represented that they purchased their laptops; however an investigation has revealed that
they sought and received reimbursement for these laptops and therefore the laptops are ATK
property.

9 95. Mr. Kimball failed to return copyrighted material, intellectual property,

and con?dential business information. In fact, on June 20, 2016, Mr. Kimball falsely represented

19

in writing to ATK that ?[n]either Melissa nor I have any BCP information nor have I used any?
and ?fBoth Melissa and discarded all BCP business, email, and other records after leaving
The email record refutes these statements.

D. Christopher Kimball Launches Milk Street Using Business Partners
and Proprietary Information

96. Mr. Kimball and CPK Media publicly launched Milk Street Kitchen (now
promOted as Christopher Kimball?s Milk Street) shortly after the termination of his employment
with ATK.

97. The masthead of the charter issue of Milk Street Magazine reveals that at least 15
former and current ATK employees and freelancers now work for Milk Street. They include
Melissa Baldino, former ATK executive television and radio producer; Matthew Card, former
recipe developer and staff writer for Cook?s Illustrated, freelance article recipe and article
developer for Cook?s Illustrated and Cook?s Country, and on-air personality for season three of
America?s Test Kitchen; Jennifer Baldino Cox, former arts director for ATK marketing group;
Erika Bruce, former recipe developer and staff writer for Cook?s Illustrated, freelance recipe
developer for Cook?s Country, instructor for online cooking school, and cast member on
seasons six and seven of America?s Test Kitchen; Dawn Yanagihara, freelance recipe developer
who currently cross?tests all Cook?s Illustrated recipes before publication; Catrine Kelty,
freelance food stylist for Cook?s Country currently responsible for Cook?s Country signature
photography; Stephanie Stender, former ATK co?executive television and radio producer;
Christine Gordon; and Deborah Broide.

98. This astonishing continuity in work force ensures the across-the-board replication
of ATK by Milk Street in television and radio production; magazine format, design, and content;

recipe development techniques; and cooking schools.

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99. Milk Street targets home cook audience. It offers the same multimedia
product lineup of public television (to be distributed by American Public Television and
to be produced by DGA Productions), public radio (distributed by Public Radio Exchange
magazine, website, and cooking school. It promises the home cook recipes and
techniques ?adapted? and ?tested? for them.

100. Kimball preemptively attempts to distinguish Milk Street from America?s Test
Kitchen by claiming Milk Street focuses on recipes and techniques from other parts of the world.
On Milk Street?s website Mr. Kimball writes that he ?still loves the
cooking of New England apple pie is still my favorite recipe of all time - but the American
repertoire is only part of the story.? However, since its inception, ATK has written about recipes
and techniques from around the world, especially in Cook ?3 Illustrated. Indeed, while at ATK,
Kimball openly compared Northern European cooking (as a melting pot cuisine) with the ?rest of
world? which uses more spices and less heat the very concept he now touts as the foundation of
Milk Street.

101. Mr. Kimball promotes Milk Street as a cosmopolitan reboot of America?s Test
Kitchen. He exploits Milk Street?s unmistakable resemblance to America?s Test Kitchen while
claiming super?cial variations, which subtly denigrate ATK. Mr. Kimball writes on Milk
Street?s homepage:

For the last 25 years, I have promised the home cook that the recipes would work.
Now I am promising that a different set of recipes, a new approach to cooking can
elevate the quality of your cooking far beyond anything you thought possible.

102. Mr. Kimball sells himself as America?s Test Kitchen (?For the last 25 years, I

have so that audience will instantly recognize his new company as a

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revamped America?s Test Kitchen with ?a different set of recipes? and ?a new approach to
cooking.?

103. In the ?Frequently Asked Questions? page of Milk Street?s website, America?s
Test Kitchen Radio and its related podcasts are referred to as ?our weekly public radio show and
podcasts.? Elsewhere, CPK Media advertises Milk Street Radio as having ?some of the same
contributors as ATK Radio.?

104. Christopher Kimball?s Milk Street debuted Milk Street Magazine in October
2016. It demonstrates the extent to which Mr. Kimball intends to reprise products in
format, design, and content.

105. In format, Milk Street Magazine runs 32 pages, the same page count of Cook?s
Illustrated and Cook?s Country, which Mr. Kimball previously recognized as unique. It has no
ads. It adopts the Cook?s Illustrated layout. It moves from a table of contents insert to a Page 1
?editor?s note? letter (introducing the character of ?Charlie Bentley,? a familiar personality in
?Letters from Vermont?), to recipe features, to a Page 32 ?Tools? review, to a stylized back
covet

106. In design, Milk Street Magazine employs layout and font nearly identical to
Cook?s Illustrated.

107. In content, Milk Street Magazine ?5 recipe section employs the same narrative arc
of the Cook?s Illustrated case study approach. First, a problem is diagnosed ?Creamy pasta
sauces pose two Next, food science explains the problem. Finally, a solution and
better version of the recipe is presented (using goat cheese instead of Parmesan). Milk Street
Magazine contains ?Milk Street Basics? sidebars on cooking techniques, food science, and food

history. Milk Street Magazine contains taste tests. Its ?rst taste test recommends air-chilled

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chickens. Milk Street Magazine offers ?foolproof? recipes with a surprise ingredient or
technique. Its ?rst one: pie crust using something called tangzhong. One of Cook?s Illustrated ?s
most popular recipes is foolproof pie dough (secret ingredient: vodka). Milk Street Magazine
does equipment reviews.

108. In its recent review of Milk Street Magazine, the Milwaukee Journal Sentinel
commented on its ?familiar feel?: ?The recipe?based stories, book and equipment reviews,
sidebars called ?Milk Street Basics? and step?by?step photos have a familiar feel, but Kimball
says the new magazine, which will publish starting in 2017, was not modeled after
Cook?s Illustrated, the magazine he co?founded back in 1993 . . 

A 109. Another industry reviewer in an email to ATK described Milk Street Magazine as
?Cook?s Illustrated with more ?sh sauce.? Another reviewer emailed ATK: ?Mr. Kimball has
borrowed liberally from his old playbook.?

110. Mr. Kimball has created a ?Swearing Hill News? email series to funnel readers of
Cook ?5 Illustrated and its ?Letters from Vermont? feature to his new publication. He initially
named this email series ?Letters from Vermont,? until ATK objected. Swearing Hill is located
near Rupert, Vermont. Swearing Hill News serves up the same nostalgic Kimball paeans to
Vermont and Vermonters. Milk Street?s Facebook Page states: ?Christopher Kimball?s writing
about his small Vermont town returns in his all-new email series, ?Swearing Hill News.?
Similarly: ?Good news for all of you who?ve been hankering for Christopher Kimball?s personal
letters from his Vermont hometown: he?ll be premiering a new series of them in early August.?
Mr. Kimball is passing off Cook?s Illustrated and one of its features as one of his own, and

directing readers to Milk Street to ?nd it again.

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111. Christopher Kimball?s Milk Street Radio podcast, which debuted on October 21,
2016, also copies the look and feel of America?s Test Kitchen radio even the logos are similar
in design and format - in an effort to convince programmers and listeners that Milk Street Radio
is a re-branding of America?s Test Kitchen radio.

112. Mr. Kimball also performed live shows throughout the country during which he
announced to the audience that ?we won Emmy?s,? referring to Milk Street Kitchen instead of
ATK. He also presented old clips of ATK employees during the shows and a slide entitled
?Science? clearly referring back to ?Cook?s Science.?

113. The intended impact of this deliberate replication is to usurp goodwill for
the bene?t of Milk Street Kitchen. The harm to ATK is immediate and irreparable. As just one
example, the fan Facebook page for Cook ?5 Illustrated and America?s Test Kitchen was changed
from ?Cook?s Illustrated and America?s Test Kitchen Fans? to ?Cook?s Illustrated, America?s
Test Kitchen and Milk Street Kitchen Fans? shortly after the issuance of the charter issue of Milk
Street magazine. The group which includes over 7,000 members now also discuss Milk Street
magazine as if it is an extension of ATK.

114. Mr. Kimball?s appropriation of America?s Test Kitchen extends to company

assets, employees, opportunities and relationships.

99 66

115. Mr. Kimball has taken with him ?business contact information, core

media? lists, and recipes.

116. Discovery into Mr. Kimball?s private email accounts will likely reveal additional

instances of corporate theft.
117. Mr. Kimball has taken with him a number of ATK production people, editors,

writers, recipe developers, designers, and freelancers. In a recent interview, Mr. Kimball

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acknowledged: ?The bene?t is I?ve done all this before, and I have people I?ve worked with
before.?

118. For example, APT has exclusively distributed America?s Test Kitchen to public
television stations from the show?s inception in 2001. APT is a leading distributor of public
television programming. Upon information and belief, Mr. Kimball and Ms. Baldino met with an
APT executive about their competing venture prior to their departure from ATK. APT has
agreed to distribute Mr. Kimball?s new public television show in 2017.

119. Upon information and belief, Mr. Kimball and Ms. Baldino also met with
executives from production company, DGA Productions, about their competing venture
prior to their departure from ATK. DGA Productions has been involved in creating the look of
ATK's television shows since their inception. The current principal at DGA Productions has been
director of photography for America?s Test Kitchen for more than a decade (his predecessor
performed this role in early seasons of the show). The current principal at DGA Productions has
been director of Cook?s Country since 2009. DGA Productions has edited Cook's Country since
its first season in 2008 and has supplied equipment and staff for both television productions since
2001.

120. On November 3, 2016, DGA Productions informed ATK that it would be severing
relations with ATK even though ATK expressed a strong desire to continue the contract, which
had paid DGA millions of dollars over the past 16 years. Milk Street has engaged DGA
Productions to create its television show, which is currently in production and scheduled for
launch in September 2017. This continuity in production ensures that Milk Street Kitchen will
retain the look, feel, and character of television show. Milk Street?s Facebook page posts

a ?behind the scenes? clip of Mr. Kimball?s new show and comments: ?Working on a new TV

25

show with old friends.? A former ATK host appears with Mr. Kimball and DGA Productions is
tagged to the post. Released photos of the ?lming of Milk Street?s public radio program reveal
that three out of five cast members are former ATK employees (two of whom appeared on
camera) and that everything from the cast poses to the overall design replicates America?s Test
Kitchen.

121. Mr. Kimball selected longstanding presenting television station, WGBH,
as the presenting station of Milk Street Kitchen. WGBH was the presenting station for ATK
since 2001. Upon information and belief, Mr. Kimball convinced WGBH to accept Milk Street?s
show knowing that WGBH could not effectively present both competing shows.

122. Public television stations have contractual rights to air America?s Test Kitchen
through 2017 and Cook?s Country through 2018, including repeats of shows hosted by Mr.
Kimball. In the meantime, public television stations will begin airing new Milk Street Kitchen
shows hosted by Mr. Kimball in 2017. As a result, WGBH would have been presenting the three
shows simultaneously with Mr. Kimball appearing as host across all three. As a result, ATK was
forced to change its presenting station for the 2017 season.

123. Mr. Kimball also interfered with longtime exclusive distributor of ATK
Radio, PRX. PRX has exclusively distributed ATK Radio to public radio stations since the
show?s inception in 2012. PRX operates one of public radio?s largest distribution marketplaces
and its programming reaches millions of listeners worldwide. In 2016, concluding that Milk
Street Radio competed directly with ATK Radio, PRX told ATK that it would not market both
shows and therefore would not be renewing its agreement with ATK and would allow it to

terminate on December 31, 2016.

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124. Mr. Kimball orchestrated the bait and switch of Milk Street Radio for ATK
Radio. In November 2016, Mr. Kimball offered to produce ATK Radio through his new
company, CPK Media. On assurances that Mr. Kimball had no plans to compete against ATK,
ATK accepted these services. The terms of this af?liation were memorialized in a ?Radio Deal
Memo,? dated November 19, 2015.

125. After convincing ATK to place the production of ATK Radio in his hands, Mr.
Kimball used this arrangement as a bridge to Milk Street, exploiting the guaranteed revenue
stream and personal airtime and ensure the immediate viability and relevance of Milk Street. In
April 2016, Mr. Kimball provided 6-months? notice that he would cease the production of ATK
Radio effective October 15, 2016. Mr. Kimball?s new radio show will debut on public radio on
October 22, 2016.

126. Upon information and belief, Mr. Kimball convinced PRX to accelerate the debut
of Milk Street Radio to October 22, 2016 despite earlier promises to ATK to not air the
competing show until after the expiration of its contract with ATK on December 31, 2016.

127. Mr. Kimball?s actions have caused ATK to cease the full?scale production of
ATK Radio after the 2016 seasOn and to recon?gure and relaunch its radio product through a
different partnership.

COUNT I
(Misappropriation of Trade Secrets under M.G.L. c. 93, 42 and Misappropriation of
Trade Secrets and Confidential Information under Massachusetts Common Law -
Christopher Kimball/Deborah Broide/CPK Media)

128. ATK repeats and incorporates by reference the allegations contained in

Paragraphs 1 through 127 of the Complaint.

129. Mr. Kimball and Ms. Broide had access to con?dential information and

trade secrets by virtue of their position of trust and con?dence with ATK.

27

130. ATK has at all relevant times taken reasonable steps to preserve the
con?dentiality of its proprietary information and trade secrets, including, among other
precautionary measures, restricting access to such information and requiring employees to
acknowledge in writing their con?dentiality obligations to ATK.

131. Mr. Kimball abused his access to con?dential information and trade
secrets to steal information and assets for the bene?t of CPK Media, including customer lists,
media contact and other business contact lists, and recipes that ATK has invested signi?cant
resources, time, and money into developing and which have signi?cant commercial value.

132. Ms. Broide abused her access to ?the main server at containing 
con?dential information and trade secrets by providing Mr. Kimball with a ?core media? list
?culled from 24 years at Ms. Broide also sent Mr. Kimball two more media contact lists
?created for ATK engaged and paid Ms. Broide to develop media contacts and other PR
relationships for bene?t.

133. Mr. Kimball and Ms. Broide disclosed con?dential information and trade
secrets to CPK Media without knowledge, authorization or consent.

134. At all relevant times, CPK Media knew and was charged with knowledge that
Mr. Kimball and Ms. Broide had access to and obtained con?dential information and
trade secrets while they were still employed by and in a position of trust and con?dence with
ATK.

135. On information and belief, CPK Media knew that it could not lawfully receive
con?dential information and trade secrets or use them for any purpose.

136. CPK Media has knowingly bene?tted from con?dential information and

trade secrets which Mr. Kimball and Ms. Broide obtained by way of their relationship of trust

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and con?dence with ATK. CPK Media?s misappropriation of con?dential information
and trade secrets accelerated CPK Media?s entry into and competitive viability in 
marketplace.

137. The misappropriation of con?dential information and trade secrets and
con?dential information by Mr. Kimball, Ms. Broide, and CPK Media has caused and will cause
substantial harm to ATK, including lost pro?ts.

COUNT II
(Breach of Fiduciary Duty as ATK Employee Christopher Kimball)

138. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 137 of the Complaint.

139. Mr. Kimball occupied a position of trust and con?dence while employed with
ATK.

140. In this position of trust and con?dence, Mr. Kimball owed a duty of loyalty to
ATK.

141. Mr. Kimball violated that duty by, among other actions, stealing company
information and trade secrets, including customer email addresses, media contact and other
business contact lists, and recipes; soliciting company employees to join him at his new venture
and taking company employees with him to his new venture; misappropriating opportunities and
relationships that belong to and devoting his company time, and causing other ATK
employees to devote their company time, to establishing a competing business.

142. Mr. Kimball?s violation of his ?duciary duty has caused substantial harm to ATK,
including, but not limited to, substantial retention bonuses it paid to key employees in response

to Mr. Kimball?s improper solicitations; lost pro?ts as a result of a competitor improperly

29

exploiting goodwill and company information and opportunities in which it has invested
signi?cant resources, time, and money; and the lost value of paid employee time.

COUNT 
(Breach of Fiduciary Duty as ATK Partner Christopher Kimball)

143. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 142 of the Complaint.

144. Mr. Kimball is and was during all relevant times a limited partner of ATK.

145. As de facto CEO and a senior manager of ATK, Mr. Kimball exercised control
over ATK.

146. In these capacities, Mr. Kimball owed a ?duciary duty of utmost good faith and
loyalty to ATK and his partners. In his continuing capacity as limited partner of ATK, he
continues to owe this duty to ATK and his partners.

147. Mr. Kimball violated that duty by, among other actions, stealing company
information and trade secrets, including customer email addresses, media contact and other
business contact lists, and recipes; soliciting company employees to join him at his new venture
and taking company employees with him to his new venture; misappropriating opportunities and
relationships that belong to and devoting his company time, and causing other ATK
employees to devote their company time, to establishing a competing business.

148. Mr. Kimball continues to violate that duty by promoting his own self-interests to
the detriment of ATK and his partners and by intentionally harming ATK and his partners.

149. Mr. Kimball's violation of his ?duciary duty has caused substantial harm to ATK
to date, including, but not limited to, substantial retention bonuses paid to key employees in

response to Mr. Kimball?s improper solicitations; lost pro?ts as a result of a competitor

30

improperly exploiting goodwill and company information and opportunities in which it
has invested signi?cant resources, time, and money; and the lost value of paid employee time.

COUNT IV
(Unjust Enrichment Christopher Kimball and CPK Media)

150. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 149 of the Complaint.

15l. ATK conferred a bene?t upon Mr. Kimball by granting him access to 
con?dential information and trade secrets, including customer lists, media contacts and
other business contact lists, and recipes that ATK has invested signi?cant resources, time, and
money into developing and from which ATK derives signi?cant commercial value.

152. Mr. Kimball and CPK Media had appreciation or knowledge of the bene?t being
conferred upon Mr. Kimball by ATK as evidenced by, among other things, the foregoing facts
demonstrating that Mr. Kimball not only secretly engaged in the theft and misappropriation of
con?dential information and trade secrets, but that he actively attempted to conceal and
destroy any traces of his efforts to engage in such theft and misappropriation and then lied to
ATK in writing about having done so.

153. Mr. Kimball?s and CPK Media?s acceptance or retention of con?dential
information and trade secrets under the circumstances would be inequitable without payment for

their value.

COUNT 
(Breach of Contract Christopher Kimball)

154. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 153 of the Complaint.

155. Mr. Kimball had an employment agreement with ATK.

31

 

156. Mr. Kimball?s employment agreement required him, during the term of his
employment, to ?devote [his] full time and best efforts to the business of the Partnership, except
to the extent otherwise agreed by [him] and the General Partner in writing, and that any material
change in [his] current working hours may result in a reduction of [his] compensation by the
General Partner.? The agreement also provided that Mr. Kimball?s ?current working hours are
acceptable to the General Partner and tantamount to a full time effort.? The parties never agreed
in writing to reduce Mr. Kimball?s working hours or requirements from a full time effort.

157. Mr. Kimball failed to devote his full time and best efforts to the business of ATK
during 2015. Mr. Kimball failed to provide ATK with the bene?t of a full time effort.

158. Instead, Mr. Kimball used company time and employees to begin CPK Media and
Christopher Kimball?s Milk Street.

159. Mr. Kimball?s breach of his employment agreement has caused substantial harm
to ATK, including the annual salary and bene?ts paid to Mr. Kimball.

COUNT VI
(Repayment of Employment Compensation Christopher Kimball)

160. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 159 of the Complaint.

161. Beginning in the summer of 2015 at the latest, Mr. Kimball enlisted Ms. Baldino,
Ms. Gordon, and Ms. Broide to support his new venture.

162. During this period of time, ATK paid compensation and benefits to Ms. Baldino
and Ms. Gordon as employees and compensation to Ms. Broide as a consultant.

163. ATK did not receive the value of the services diverted by Mr. Kimball to his new

venture .

32

164. Mr. Kimball must reimburse ATK for the value of the services he received from
Ms. Baldino, Ms. Gordon, and Ms. Broide in connection with his new venture.

(Aiding and Abetting Breach of Fiduciary Duties Melissa Baldino, Christine Gordon, and
Deborah Broide)

165. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 164 of the Complaint.

166. Mr. Kimball breached his ?duciary duty to ATK by, among other conduct,
committing the acts described in Counts 1, 11 and 111 above.

167. Melissa Baldino, Christine Gordon, and Deborah Broide knew that Mr. Kimball
was committing these acts in violation of his ?duciary duty to ATK. They knew that Mr.
Kimball was committing these acts in a private, secretive manner to avoid detection by ATK.

168. Ms. Baldino, Ms. Gordon, and Ms. Broide knowingly and actively participated in
Mr. Kimball?s breaches or substantially assisted and encouraged his breaches. They downloaded
proprietary company information for Mr. Kimball?s bene?t. At least Ms. Broide and Ms. Baldino
helped Mr. Kimball obtain con?dential information about customers. At least Ms. Broide
supplied Mr. Kimball with con?dential media contact lists. At least Ms. Baldino helped Mr.
Kimball divert the PRX distributor relationship and opportunity. At least Ms. Gordon and Ms.
Baldino helped Mr. Kimball ?nd new commercial space from which to launch his competitive
business. At least Ms. Gordon backed up her work computer for Mr. Kimball?s bene?t. ATK
expects discovery to reveal additional instances of participating in, or assisting and encouraging,
Mr. Kimball?s breaches of ?duciary duty.

169. Ms. Baldino, Ms. Gordon, andMs. Broide?s aiding and abetting of Mr. Kimball's

violation of his ?duciary duty has caused substantial harm to ATK to date, including, but not

33

limited to, lost pro?ts as a result of a competitor improperly exploiting goodwill and
valuable company information and the annual compensation and bene?ts paid to them by ATK
during the period of time in which they aided and abetted Mr. Kimball.

COUNT 
(Breach of Contract Melissa Baldino)

170. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 169 of the Complaint.

17]. Ms. Baldino had an employment agreement with ATK.

172. Ms. Baldino breached her agreement by, among other things, disclosing or using
secret, proprietary and con?dential information belonging to ATK during and after her
employment with engaging in activities competitive with ATK during the term of her
employment and assisting Mr. Kimball and others to engage in such activities; and causing or
attempting to cause other ATK employees and consultants to cease employment with ATK or
provide services to ATK.

173. Ms. Baldino?s breach of her employment agreement has caused substantial harm
to ATK to date, including, but not limited to, the substantial retention compensation it paid to
key employees in response to the improper solicitation of employees; lost profits as a result of a
competitor improperly exploiting ATK's valuable company information and goodwill; and the
annual salary and benefits it paid to Ms. Baldino in 2015.

COUNT IX
(Breach of Contract Christine Gordon)

174. ATK repeats and incorporates by reference the allegations contained in

Paragraphs 1 through 173 of the Complaint.

175. Ms. Gordon had an employment agreement with ATK.

34

176. Ms. Gordon breached her agreement by, among other things, disclosing or using
secret, proprietary and con?dential information belonging to ATK during and after her
employment with engaging in activities competitive with ATK during the term of her
employment and assisting Mr. Kimball and others to engage in such activities; and causing or
attempting to cause other ATK employees and consultants to cease employment with ATK or
provide services to ATK.

177. Ms. Gordon's breach of her employment agreement has caused substantial harm
to ATK to date, including, but not limited to, the substantial retention compensation paid to key
employees in response to the improper solicitation of employees; lost pro?ts as a result of a
competitor improperly exploiting ATK's goodwill and valuable company information; and the
annual salary and bene?ts it paid to Ms. Gordon in 2015.

COUNT 
(M.G.L. 0. 93A, 11 Christopher Kimball and CPK Media)

178. ATK repeats and incorporates by reference the allegations contained in
Paragraphs 1 through 177 of the Complaint.

179. M.G.L. c. 93A, 11 declares unlawful unfair methods of competition or unfair or
deceptive acts or practices employed by a person engaged in the conduct of any trade or
commerce against any other person engaged in the conduct of any trade or commerce.

180. Mr. Kimball and CPK Media are engaged in the conduct of trade or commerce.

181. ATK is engaged in the conduct of trade or commerce.

182. Mr. Kimball has employed unfair methods of competition and has engaged in
unfair and deceptive acts or practices.

183. While a trusted key employee and ?duciary of ATK, Mr. Kimball stole 

con?dential information and trade secrets to exploit at his new venture, CPK Media; breached

35

 

his obligation to devote his full time and best efforts to his employer to launch a competitive
venture and solicited other ATK employees to assist him on ATK time; diverted corporate
opportunities belonging to ATK and his fellow partners to advance the interests of a competitive
venture; and destroyed, or attempted to destroy, evidence of his wrongdoing.

184. Moreover, Mr. Kimball?s new venture, Christopher Kimball?s Milk Street,
purposefully stokes the public misperception of an af?liation with America?s Test Kitchen. It
purports to sell to the same audience the same product founded on the same test kitchen concept
in substantially the same style and format. Mr. Kimball brought with him to Milk Street at least
15 former and current ATK employees and freelancers to help replicate ATK across Milk
Street?s multimedia products. An early review of Milk Street Magazine has already noted its
?familiar feel? and consumers have already indicated that they believe the magazine is an
extension of ATK. As a startup, Christopher Kimball?s Milk Street has appropriated America?s
Test Kitchen?s goodwill and reputation to accelerate and bolster its competitive viability and to
harm ATK.

185. Mr. Kimball and CPK Media have stolen valuable con?dential
information and trade secrets, employees, business contacts and recipes, and copied 
format and content in order to emulate America?s Test Kitchen and trade on the goodwill
associated with America?s Test Kitchen, the groundwork for which was surreptitiously laid by
Mr. Kimball while he was still an employee of ATK and continues while he is a limited partner
of ATK.

186. CPK Media has employed unfair methods of competition and has engaged in

unfair and deceptive acts or practices by exploiting the con?dential business information and

36

trade. secrets stolen by Mr. Kimball and others. Moreover, CPK Media has exploited the
deliberate af?liation of Christopher Kimball?s Milk Street with America?s Test Kitchen.

187. Mr. Kimball?s and CPK Media?s violations of M.G.L. c. 93A, 11 were willful
and knowing. They were essential to the competitive plausibility of Christopher Kimball?s Milk
Street.

188. The actions constituting Mr. Kimball?s and CPK Media?s violations of M.G.L. 0.
93A, 11 occurred primarily and substantially within the Commonwealth.

189. These violations of M.G.L. c. 93A, 11 have harmed and continue to harm ATK.

WHEREFORE, Plaintiff respectfully requests that this Court:

A. Award damages against Christopher Kimball for his breach of fiduciary
duties, breach of contract, and misappropriation of trade secrets and pro?table assets
belonging to 

B. Award damages against Ms. Broide for her misappropriation of
confidential information and trade secrets and pro?table assets belonging to 

C. Order the disgorgement of all profits Kimball and CPK Media derived
from the theft and misappropriation of confidential information, trade secrets and
business opportunities.

D. Order Christopher Kimball to disgorge some portion of his 2015 salary
and to repay to ATK some portion of the compensation paid to Melissa Baldino,
Christine Gordon, and Deborah Broide;

E. Award damages against Melissa Baldino, Christine Gordon, and Deborah

Broide for aiding and abetting Christopher Kimball?s breach of fiduciary duties;

37

F. Award damages against Melissa Baldino and Christine Gordon for breach
of their employment agreements;

G. Award multiple damages and reasonable attorneys? fees and costs against
Christopher Kimball and CPK Media as authorized by M.G.L. c. 93A, 11;

H. Permanently enjoin the use by each and every defendant of any
. information, lists, customer emails, recipes, and other assets stolen from 

I. Permanently enjoin the use by Mr. Kimball and/or CPK Media of unfair
methods of competition and/or unfair and deceptive acts;

J. Order all Defendants to return to ATK all trade secrets and other valuable
confidential information it misappropriated from ATK and for the destruction of all
programs, ?les and devices containing any such information currently in the possession,
custody and control of defendants, their af?liates and anyone acting in concert with
Defendants;

K. Order the return of all computing devices of Mr. Kimball, Ms. Broide and
Ms. Baldino that were paid for or are owned by and

L. Grant such other and further relief as is just or appropriate.

38

JURY DEMAND

Plaintiff respectfully requests a jury on all issues so triable.

TEST KITCHEN INC,
as Sole General Partner of America?s Test Kitchen
Limited Partnership

By its attorneys,

Jennifer/B. Furegi (BBO 634l74)&-
jfurey@goulstonstorrs.com

Derek B. Domian (BBO 660568)
ddomian@goulstonstorrs.com

Tristan J. Foley 688442)
tfoley@goulstonstorrs.corn
GOULSTON STORRS PC.

400 Atlantic Avenue

Boston, MA 02110?3333

(617) 482?1776

Dated: October 31, 2016

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