Chapter 04 · Federal court, Miami

The Lady Gaga booking: TV Service ZAO v. NWE Talent

A federal order reconstructed the payments and unsigned proposals for a Moscow performance, rejected the Burke entities’ counterclaim, and left ZAO’s own claims for trial.

The Ryan Burke Public Record · Updated November 11, 2026 · How this record was compiled

In August 2011, TV Service ZAO wanted Lady Gaga to perform at the following year’s MUZ-TV Music Awards in Moscow. By January 2012, ZAO was demanding the return of $1,650,000 paid in connection with that booking. NWE Talent Agency and Management, Inc. had received $1,500,000 of ZAO’s funds, according to the federal court’s later account. The artist had not accepted the proposals. The case that followed produced a detailed summary-judgment order, but not a publicly verified trial verdict on ZAO’s claims against Ryan Burke and his companies.¹

The distinction between the claims matters. ZAO sued the Burke defendants for fraud, unjust enrichment and conversion. Those were pleaded civil causes of action, not findings that Burke had committed fraud. Burke, NWE and Vision Entertainment Worldwide, LLC (VEW) answered and counterclaimed for breach of contract. On January 9, 2013, Magistrate Judge John J. O’Sullivan rejected that counterclaim on summary judgment. He did not award ZAO the frozen funds. His conclusion expressly required ZAO to prove its own claims at trial before obtaining their release.²

What the January 2013 order establishes

The principal source for this chapter is the 21-page order entered as docket entry 104. It identifies Burke, NWE and VEW collectively as the “Burke Entities.” That term does not include George Sergeev or his company, World Media Alliance, Inc. (WMA), which had a separate role as the intermediary between ZAO and NWE. The order also records a separate default judgment against Sergeev and WMA. Neither their procedural default nor the ruling on the Burke entities’ counterclaim should be described as a trial verdict against Burke.²

O’Sullivan acted as a magistrate judge, not the district judge assigned to the case. Footnote 1 explains his authority: the parties consented to magistrate-judge jurisdiction over certain motions, including summary judgment, and District Judge Joan A. Lenard referred pretrial matters and motions to him. The January order was therefore a decision by the judicial officer authorized to dispose of this motion, rather than simply a recommendation awaiting another judge’s approval.³

The facts section has an equally important qualification. Its source was principally ZAO’s statement of undisputed material facts, incorporated into ZAO’s motion. The order says the Burke entities did not dispute those facts unless otherwise noted. It also says some facts not pertinent to the motion were omitted. This chapter attributes the factual account to that order and identifies the deposition testimony where the order does so. It does not imply that every quoted statement came from a witness examined at a public trial.⁴

That procedural setting gives the facts more support than an untested complaint alone. At the same time, the subject of the motion was whether ZAO had breached a contract enforceable by the Burke entities. The judge’s decision on that question did not automatically resolve ZAO’s separate causes of action. The order’s facts, its contract analysis and its reservation of ZAO’s claims must be read together.²

The companies and the artist’s representatives

ZAO was a wholly owned subsidiary of UTH Russia Limited. UTH’s main assets included MUZ-TV, a Russian music television channel. According to the order, ZAO had presented the nationally televised MUZ-TV Music Awards annually in Moscow since 2003. The June awards show included an appearance by a major international recording artist; previous performers included Christina Aguilera, Jennifer Lopez, Katy Perry and 50 Cent. The proposed Lady Gaga performance was for June 1, 2012, not an unspecified Moscow appearance at any date the parties might later select.⁵

The order describes Burke’s roles in both companies involved on his side of the transaction:

The facts section states that Burke listed his mother as NWE’s president to create the appearance that NWE and VEW were distinct corporate entities. In practice, the order says, she was a “figurehead,” while Burke was the controlling member and corporate representative of both NWE and VEW. Her name is omitted here under this publication’s privacy policy. The finding concerns the roles described in this litigation; it is not a claim that all entities using the VEW name were legally interchangeable.⁶

The listed offices were also addressed in the order. VEW gave its principal place of business as 1395 Brickell Avenue, Suite 800, Miami. The judge’s account calls that location a “virtual office” and states that no VEW representative worked or had ever worked at that physical address. NWE listed 1680 Michigan Avenue, 700, Miami Beach, which the order also describes as a virtual office. These are the business addresses named in the case, not residential addresses of individuals.⁶

This was an undisputed fact recited in the order. Its legal consequence was a different question, discussed later in the decision. O’Sullivan did not decide ZAO’s argument that the absence of a license made the alleged contracts void or required the return of commissions. The fact of nonlicensure and the unresolved statutory argument should not be collapsed into a single holding.⁷

Sergeev was the president of WMA, a Florida corporation holding itself out as a music label. According to the order, neither he and WMA nor the Burke entities had worked with Lady Gaga, been her authorized representatives, or secured her to perform for another customer. The artist’s actual representatives were identified separately: Troy Carter had been her exclusive manager since 2007, and William Morris Endeavor Entertainment, LLC was her exclusive booking and talent agent.⁶

The order nevertheless records Burke’s assertion to Sergeev in mid-August 2011 that he could use his relationship with Carter to obtain Lady Gaga for the awards. That assertion explains how the proposed engagement moved toward payment. It is not proof that Carter had authorized Burke to sign for the artist, nor does the order treat it that way.⁸

August 2011: two binder agreements, different parties

The transaction began through Sergeev. In or around August 2011, ZAO representatives sought Lady Gaga for the June 1 awards. Sergeev said he could arrange the performance. Burke then told Sergeev that he needed a deposit, called a “binder,” before beginning negotiations to secure the artist. On August 23, WMA and NWE signed a document titled Binder Agreement/Intent to Engage Talent. The order refers to it as the WMA/NWE Binder Agreement.⁸

Under that agreement, WMA directly engaged NWE to act on WMA’s behalf. WMA agreed to pay a $150,000 binder deposit, to be “placed into the Escrow Account at NWE Talent Agency & Management, Inc.” NWE received the deposit. The stated total agent, booking and broker fees for NWE were $300,000. These were terms of the WMA-NWE agreement, not evidence of a signed performance contract with Lady Gaga.⁸

The binder contained a refund provision. Funds received in escrow were to be “fully refundable” if the artist, her management or agents did not accept the offer, or if negotiations did not end in fully executed contracts. Both conditions concerned the outcome of the proposed negotiation. Paying the binder did not itself establish artist acceptance.⁹

ZAO was not a party to that August 23 agreement. The order says ZAO had no obligations under it and had not agreed to engage or pay NWE under its terms. At the time WMA and NWE executed it, ZAO had no agreement with Sergeev or WMA, and they had no authority to act on ZAO’s behalf for any purpose. This timing became material when the Burke entities later tried to enforce the agreement’s exclusivity clause against ZAO.⁹

A second binder agreement followed on August 28. This one was between ZAO and Sergeev/WMA. None of the Burke entities were parties to it. Its purpose was for WMA to obtain a $300,000 binder from ZAO before entering negotiations with Lady Gaga or her authorized representatives for the June 1, 2012 Moscow awards. The compensation that WMA could offer the artist was described as “$1,500,000.00 USD Plus All Expenses.”⁹

The second binder also addressed refunds, but with its own language. It said funds held in escrow at WMA were fully refundable if the artist or her representatives did not accept the offer by October 30, 2011, or if negotiations did not end in fully executed contracts or negotiations toward a formal agreement memorializing the engagement. The court later treated this document as a ZAO-WMA agreement, not an agreement naming NWE or VEW as contracting parties.¹⁰

The two binders therefore cannot be read as one document. WMA stood between ZAO and NWE, signing separately with each. One binder contemplated $150,000 going to NWE; the other contemplated $300,000 going from ZAO to WMA. The January order’s accounting explains that $150,000 of ZAO’s $300,000 payment to WMA was passed along under the WMA/NWE binder. That helps reconcile the later figures without attributing all of ZAO’s payments directly to Burke or NWE.¹¹

December 2011: a proposal and a payment deadline

During the proposed booking, the Burke entities supplied Sergeev/WMA and ZAO with different artist-engagement proposals. The order says their concepts and material terms varied. They were prepared for submission to Lady Gaga’s authorized representatives for review and possible approval. Specific acceptance by the artist or an authorized representative, such as Carter or William Morris, was required.¹⁰

One version was dated December 16, 2011. The court calls it the “12/16 Proposal.” In the facts section, it is described as not an operative agreement: it could not become operative until Lady Gaga or one of her authorized representatives signed the line designated for an authorized signatory. No such signature was obtained. Later, when analyzing the documents, the judge noted that its only signature was Sergeev’s, under “WORLD MEDIA ALLIANCE/George Sergeev on behalf of MUZ-TV.”¹²

Burke’s December 23 email to ZAO then set an immediate deadline for money. The order reproduces his wording and notes the original capitalization:

The same email specified the recipient and the proposed next transfer:

The email is evidence of what Burke told ZAO about the payment path. It does not by itself establish that the stated onward transfer to the artist’s management or agent occurred. The order’s account of receipt is narrower: on or about December 27, WMA, acting on behalf of ZAO, paid NWE $1,350,000 to secure the June 1 performance. The judge cited an acknowledgment of receipt submitted with ZAO’s motion.¹³

This was separate from the earlier binder. Adding the $1,350,000 to the $150,000 already received by NWE gives the $1,500,000 the order attributes to NWE. ZAO’s total outlay in connection with the engagement was larger, because its original binder payment to WMA had been $300,000, not $150,000. The court’s footnote, rather than a press headline, provides the basis for keeping those sums distinct.¹¹

The order also records Burke’s evidence about the return he expected from the December proposal:

That is a statement about expected profit in the contemplated transaction. It is not a finding that Burke actually earned or retained $300,000, and it should not be used to explain every dollar absent from NWE’s account by the end of January. The order cites Burke’s deposition at DE 98-2, page 26, for the estimate.¹⁴

January 2012: the date changed, and ZAO asked for a refund

On January 10, NWE sent Sergeev/WMA another proposed artist-engagement agreement. This “1/10 Proposal” changed the performance date to October 9, 2012, after the June awards, and proposed compensation of $3.5 million. It was not merely a revised spelling or administrative correction. The date and price differed from the original award-show booking described in the binders.¹⁵

The only signature was from NWE’s chief operating officer: a cousin of Burke’s who, according to the order, had not previously worked in the entertainment industry. The order says she briefly held that title from January through June 2012. Her name is not reproduced here. Neither she nor anyone at NWE or the other Burke entities was authorized to enter an agreement on Lady Gaga’s behalf.¹⁵

The order is explicit about acceptance on both sides. Neither Carter nor Lady Gaga accepted the prior proposals, including the October-performance proposal. No ZAO representative signed or accepted the January 10 document, and ZAO did not agree to its terms. The court later found the document was not a valid contract because its sole signatory was not an authorized artist representative.¹⁵

Sergeev’s response, quoted in the order, was direct: “Date MUZ TV need June 1, all deal is impossible and unacceptable.” On January 20, a ZAO representative emailed Burke demanding the immediate return of $1,650,000 paid in connection with the engagement. The demand included the $300,000 original ZAO-WMA binder and the $1,350,000 December payment.¹¹

The chronology and the amounts can be summarized without treating a demand as a judgment:

The entries come from pages 7–12 and footnotes 7–8 of the order.¹⁶ The difference between the $1,500,000 received by NWE and the $1,050,000 remaining was $450,000. The January decision does not provide a complete tracing of that difference or decide its ultimate legal treatment. It is accurate to report the amounts; it would go beyond this order to assign every missing dollar to a particular recipient or use.¹⁴

The lawsuit and the intermediary’s default

PacerMonitor’s public case page lists the filing date as January 26, 2012. On February 1, the court granted a joint motion to freeze funds in the escrow account, DE 6. On February 9, ZAO filed the amended complaint later described in the summary-judgment order. It alleged fraud, unjust enrichment and conversion against the Burke entities. It also brought claims against Sergeev and WMA, including aiding and abetting fraud and breach of agreement.¹⁷

Burke, NWE and VEW answered on March 12 and filed a breach-of-contract counterclaim that day. The record therefore contains an affirmative defense-side account, not just ZAO’s allegations. The order lists the answer as DE 35 and the counterclaim as DE 36. ZAO moved for summary judgment on the counterclaim on November 28; the Burke entities responded on December 18; ZAO replied on December 31.²

Sergeev and WMA followed a different procedural course. The January order records a clerk’s default against them on March 12, DE 34. An official April 16 order, DE 48, shows that ZAO had moved for default judgment and no response had been received. O’Sullivan gave the defendants until April 30 to respond and warned that failure could result in a recommendation to grant the motion in full. That April order was a response deadline, not yet the final default judgment.¹⁸

RAPSI reported on June 20 that the award against those two defendants was $1.65 million. The January order verifies the entry and its defendants, but does not reproduce the award amount. The amount is therefore attributed here to RAPSI’s reporting, rather than represented as a figure independently read in DE 63. A default judgment against Sergeev and WMA does not establish an equivalent judgment against Burke, NWE or VEW, and an award does not establish payment or collection.²⁰

The Burke entities’ position

The counterclaim’s central contention was that ZAO had violated exclusivity obligations by approaching Lady Gaga’s agents and others directly. The Burke entities relied on the separate binders and the subsequent proposals. They alleged that the original June date conflicted with the artist’s schedule and that they had performed their obligations by securing an October 9 appearance in Moscow.²¹

There was textual support for part of their account. The ZAO-WMA binder said, “Engagement date(s) subject to change according to ARTIST availability.” Both binder agreements also contained exclusivity or no-contact provisions. The court did not resolve the counterclaim by pretending those clauses were absent. It examined which parties each agreement bound and whether a document containing the alleged prohibition could be enforced by the Burke entities against ZAO.²¹

The defense also qualified its reliance on the January 10 proposal. As quoted by the court, the Burke entities said it was merely a document reporting a January 10 meeting with the artist’s management and confirming a conditional October performance. They said they attached it to put the dealings in context. The judge noted that they appeared to acknowledge it was not a valid contract and independently found it invalid.²²

Their stated position must be distinguished from the undisputed absence of artist acceptance. An alleged meeting or conditional prospect of a future appearance did not supply the authorized signature missing from the proposal. Nor did the asserted scheduling conflict decide whether ZAO owed duties enforceable by these defendants. Those were the contract questions O’Sullivan addressed.²²

Why the counterclaim failed

The court applied Florida contract law. It identified the required elements as a valid contract, a material breach and damages. ZAO argued that the four documents relied on by the Burke entities were either agreements between different parties or proposals that had not become operative contracts. The judge then considered the agreements separately.²³

The first was the August 23 WMA-NWE binder. It required WMA and specified related persons and clients to work exclusively with NWE and not contact other agents without NWE’s authorization. But ZAO was not a party. The document did not mention ZAO, and there was no indication that WMA had entered it as ZAO’s representative. O’Sullivan held that the Burke entities could not enforce its exclusivity or no-contact provision against ZAO.²⁴

The second was the August 28 ZAO-WMA binder. This did bind ZAO to exclusivity with WMA or its assigns, but the Burke entities were not parties and were not mentioned. The court considered the possible exception for an intended third-party beneficiary, a nonparty whom both contracting parties meant primarily and directly to benefit. It found no such intent in the agreement. An incidental benefit from WMA’s later arrangement with NWE was insufficient.²⁵

The third document was the December 16 proposal. The judge tested it on assumptions favorable to the counterclaim: even if it were a valid, enforceable contract, and even if Sergeev had authority to bind ZAO by signing, it did not contain the exclusivity or no-contact clause that ZAO allegedly breached. It also described itself as the sole, complete and binding agreement between its parties, rather than incorporating earlier agreements. Direct contact with the artist’s representatives therefore did not breach a term of this proposal.²⁶

This reasoning did not declare that the December document had in fact become a valid artist contract. “Assuming” validity for the sake of analysis is not a finding of validity. The judge showed that even on that assumption the pleaded breach failed. The January proposal, the fourth document, had already been rejected as a valid contract because its only signer lacked authority to act for Lady Gaga.²⁶

Liquidated damages and the licensing argument

The Burke entities’ claim for $1,350,000 in liquidated damages also failed. Liquidated damages are an amount specified in advance in the contract for a breach. ZAO argued this sum would be an unenforceable and unreasonable penalty. O’Sullivan did not need to decide that broader argument. Of the documents he considered for this purpose, only the December proposal contained a liquidated-damages provision, and the counterclaim did not allege a breach of a term in that document.²⁷

The proposal also said it superseded prior written or oral agreements concerning the same subject. Its terms did not import the earlier binder’s exclusivity clause. With no pleaded breach of the December proposal’s terms, the Burke entities could not obtain liquidated damages under it. The order therefore granted summary judgment on any liquidated-damages claim without deciding whether those provisions would otherwise have been enforceable under Florida law.²⁷

The talent-agency licensing argument was left undecided for a similar reason. ZAO contended that the Burke entities’ unlicensed activity voided benefits obtained from the transaction and defeated any claim to commissions or profits. The defense disputed that consequence, even though the facts section recorded nonlicensure.⁷

O’Sullivan said he had not found case law discussing section 468.403 or the statute’s intent. He expressly declined to decide the issue because the counterclaim already failed on the contract grounds. The order should not be cited as either accepting or rejecting the defense’s interpretation of the licensing statute.⁷

The funds remained frozen; the case later terminated

The concluding paragraph put a limit on ZAO’s victory. Summary judgment on the counterclaim did not entitle it to immediate release of the escrowed funds. The judge denied that request:

Contemporary press coverage described different stages of the case. The Australian’s January 29, 2012 NewsCore report, drawing on TMZ’s account of court papers, described ZAO’s allegation that NWE had taken $1.5 million for the performance and refused a refund. It also reported an allegation about a $300,000 brokerage fee. Those were allegations in early reporting, not a later tracing of the account. The article said TMZ reported that NWE had not responded to requests for comment.²⁹

RAPSI’s February 10 report covered the expanded defendant list and ZAO’s allegations about negotiations and payments. Its June report addressed the intermediary default. Courthouse News’s January 16, 2013 report covered the ruling on the counterclaim and the refusal to release escrow. These reports help establish what was publicly said at each point; where their shorthand differs from the signed order, this chapter follows the order. In particular, the order calls the addresses “virtual offices,” not the “bogus” addresses described by Courthouse News.²⁰³⁰

PacerMonitor lists the case as terminated on January 23, 2013, fourteen days after the summary-judgment order. Its free page does not provide the termination document or any settlement terms. The reviewed sources establish no public trial verdict on ZAO’s claims against the Burke entities. Termination cannot be converted into a finding that ZAO recovered all its money, that the Burke entities were cleared of the allegations, or that they admitted them.¹⁷

What remains unresolved

The terms on which the case ended are not public in the sources reviewed. The disposition of the frozen funds, any further payments to ZAO, and collection of the separate default award against Sergeev and WMA are not verified. The January order does not supply a full accounting for the difference between NWE’s receipts and its January 31 balance. It also did not decide the legal consequence of the Burke entities’ lack of talent-agency licenses. What is established is narrower: the stated undisputed facts, the rejected contract and liquidated-damages counterclaim, the separate intermediary default, and the judge’s requirement that ZAO prove its own claims before obtaining release of escrow.^14171928