D3AC

1 PAUL D. MURPHY (State Bar No.
159556)
[email protected]
2 DANIEL N. CSILLAG (State Bar No. 266773)
[email protected]
3 STELLA CHANG (State Bar No. 335851)
[email protected]
4 MURPHY ROSEN LLP
100 Wilshire Boulevard, Suite 1300
5 Santa Monica, California 90401-1142
Telephone: (310) 899-3300
6 Facsimile: (310) 399-7201
7 Attorneys for Defendant and

Cross-Complainant Angelina Jolie
8
9
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
COUNTY OF LOS ANGELES – STANLEY MOSK COURTHOUSE
11
12 WILLIAM B. PITT, an individual, and Case No. 22STCV06081

TELEPHONE 310-899-3300; FACSIMILE 310-399-7201
MONDO BONGO, LLC, a California

100 WILSHIRE BOULEVARD, SUITE 1300
13 limited liability company, [Hon. Lia Martin]

MURPHY ROSEN LLP
SANTA MONICA, CA 90401-1142
14
Plaintiffs, DEFENDANT AND CROSS-
15 COMPLAINANT ANGELINA JOLIE’S
NOTICE OF DEMURRER AND
v.
16 DEMURRER TO THIRD AMENDED
COMPLAINT; MEMORANDUM OF
ANGELINA JOLIE, an individual, and POINTS AND AUTHORITIES;
17
NOUVEL, LLC, a California limited DECLARATION OF PAUL D. MURPHY;
18 liability company, EXHIBITS
19 [Filed Concurrently with Notice of Lodging of

Defendants. Non-California Authorities and (Proposed)
20 Order]
21 Date: August 20, 2024

Time: 9:00 a.m.
22 Dept: 3
23 Reservation ID: 075879145722
24
25
26
27
28
PRINTED ON RECYCLED PAPER

ANGELINA JOLIE’S NOTICE OF DEMURRER AND DEMURRER TO THIRD AMENDED COMPLAINT
1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
2 PLEASE TAKE NOTICE that on August 20, 2024, at 9:00 a.m. or as soon thereafter
3 as this matter may be heard in Department 3 of the Los Angeles Superior Court, located at 111
4 North Hill Street, Los Angeles, CA 90012, Defendant and Cross-Complainant Angelina Jolie
5 (“Jolie”) will and hereby does demur to the Third Amended Complaint (“TAC”) filed by
6 Plaintiffs and Cross-Defendants William B. Pitt and Mondo Bongo, LLC (“Plaintiffs”).
7 This demurrer is made pursuant to California Code of Civil Procedure section 430.10(e)
8 on the grounds that the TAC’s Third, Sixth, and Ninth claims fail to state facts sufficient to
9 constitute a cause of action against Jolie. Pursuant to Code of Civil Procedure section 430.41,
10 this demurrer is made after a good faith conference of counsel on May 2, 2024. (Declaration of
11 Paul D. Murphy at ¶ 3.)
12 This motion is based on this Notice of Demurrer and Demurrer, the attached
13 Memorandum of Points and Authorities, the attached Declaration of Paul D. Murphy with
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14 exhibits, the accompanying Notice of Lodging of Non-California Authorities, the records and
15 pleadings on file in this action, and on such other and further argument and evidence as may be
16 presented at or before the hearing on this matter.
17 Respectfully submitted,
18 DATED: May 31, 2024 MURPHY ROSEN LLP
19
20 By:
Paul D. Murphy
21 Daniel N. Csillag
Stella Chang
22 Attorneys for Defendant and
Cross-Complainant Angelina Jolie
23
24
25
26
27
28
-2- PRINTED ON RECYCLED PAPER

1 DEMURRER
2 Pursuant to Code of Civil Procedure § 430.10, Defendant and Cross-Complainant
3 Angelina Jolie (“Jolie”) hereby demurs to Plaintiffs and Cross-Defendants William B. Pitt
4 (“Pitt”) and Mondo Bongo, LLC’s (“Mondo Bongo”) (collectively “Plaintiffs”) Third Amended
5 Complaint (“TAC”) as follows:
6 DEMURRER TO THIRD CAUSE OF ACTION
7 1. Jolie demurs to Mondo Bongo’s Third Cause of Action for Breach of Implied
8 Covenant of Good Faith and Fair Dealing pursuant to section 430.10(e) of the California Code
9 of Civil Procedure on the grounds that Pitt fails to state facts sufficient to constitute a cause of
10 action.
11 DEMURRER TO SIXTH CAUSE OF ACTION
12 2. Jolie demurs to Mondo Bongo’s Sixth Cause of Action for Tortious Interference
13 with Contractual Relations pursuant to section 430.10(e) of the California Code of Civil
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14 Procedure on the grounds that Mondo Bongo fails to state facts sufficient to constitute a cause
15 of action.
16 DEMURRER TO NINTH CAUSE OF ACTION
17 3. Jolie demurs to Plaintiffs’ Ninth Cause of Action for Tortious Interference with
18 Prospective Business Relations pursuant to section 430.10(e) of the California Code of Civil
19 Procedure on the grounds that Plaintiffs fail to state facts sufficient to constitute a cause of
20 action.
21

23
24 By:
Paul D. Murphy
Attorneys for Defendant and
26 Cross-Complainant Angelina Jolie
27
28

1 TABLE OF CONTENTS
2
I. INTRODUCTION ...................................................................................................................... 7
3
II. RELEVANT FACTUAL ALLEGATIONS.............................................................................. 8
4
A. Chateau Miraval And The Alleged Implied Agreement. ................................................ 8
5
B. Relevant Corporate Structure. ......................................................................................... 8
6
C. The Quimicum Articles Of Association. ......................................................................... 9
7
III. LEGAL ARGUMENT ............................................................................................................. 9
8
A. Mondo Bongo’s Covenant Claim Fails As A Matter Of Law......................................... 9
9
1. Mondo Bongo’s Allegations Do Not Establish Alter Ego. ...................................... 9
10
2. Mondo Bongo’s Implied Covenant Claim Fails on the Merits. ............................ 12
11
B. Mondo Bongo’s Interference With Contract Claim Fails As A Matter Of Law. .......... 14
12
C. Plaintiffs’ Interference With Prospective Business Relations Claim Fails. .................. 16

13
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IV. CONCLUSION...................................................................................................................... 21
14
15
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21
22
23
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25
26
27
28

1 TABLE OF AUTHORITIES
2 Page(s)
3 Cases
4 Applied Equipment Corp. v. Litton Saudi Arabia Ltd.,
5 7 Cal.4th 503 (1994) .............................................................................................................. 18
6 Asahi Kasei Pharma Corp. v. Actelion Ltd.,

222 Cal.App.4th 945 (2013) .................................................................................................. 14
7
Avidity Partners, LLC v. State of Cal.,
8 221 Cal.App.4th 1180 (2013) ................................................................................................ 12
9 Barnett v. Fireman’s Fund Ins. Co.,
10 90 Cal.App.4th 500 (2001) ...................................................................................................... 9
11 Davis v. Nadrich,
174 Cal.App.4th 1 (2009) ...................................................................................................... 15
12
Dominguez v. Bonta,
13 87 Cal.App.5th 389 (2022) .................................................................................................... 12

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14 Drink Tank Ventures LLC v. Al Bottles,

71 Cal.App.5th 528 (2021). ............................................................................................. 18, 19
15
16 George v. eBay, Inc.,

71 Cal.App.5th 620 (2021) .................................................................................................... 14
17
Greenspan v. LADT, LLC,
18 191 Cal.App.4th 486 (2010) .................................................................................................. 11
19 Guz v. Bechtel National, Inc.,
24 Cal.4th 317 (2000) .................................................................................................. 8, 13, 14
20
Hurtado v. Superior Court,
21
11 Cal.3d 574 (1974) ............................................................................................................. 19
22
Huy Fong Foods, Inc. v. Underwood Ranches, LP,
23 66 Cal.App.5th 1112 (2021) .................................................................................................. 18
24 Kamen v. Lindley,
94 Cal.App.4th 197 (2001) ...................................................................................................... 9
25
Korea Supply Co. v. Lockheed Martin Corp.,
26
29 Cal.4th 1134 (2003) ................................................................................................... passim
27
Leek v. Cooper,
28 194 Cal.App.4th 399 (2011) .................................................................................................. 10

1 Mieuli v. DeBartolo,
2001 U.S. Dist. Lexis 22518 (N.D. Cal. Jan. 16, 2001)............................................... 8, 13, 14
2
Nygard, Inc. v. Uusi-Kerttula,
3 159 Cal.App.4th 1027 (2008) ................................................................................................ 15
4
Racine & Laramie, Ltd. v. Dept. of Parks & Rec.,
5 11 Cal.App.4th 1026 (1992) .................................................................................................. 13
6 Rincon Band of Luiseño Mission Indians etc. v. Flynt,

70 Cal.App.5th 1059 (2021) ............................................................................................ 15, 16
7
Roy Allan Slurry Seal, Inc. v. American Asphalt South, Inc.,
8 2 Cal.5th 505 (2017) .............................................................................................................. 17
9
Sole Energy Co. v. Petrominerals Corp.,
10 128 Cal.App.4th 212 (2005) .................................................................................................. 21
11 Sonora Diamond Corp. v. Superior Court,

83 Cal.App.4th 523 (2000) .................................................................................................... 10
12
Washington Mutual Bank v. Superior Court,

13 24 Cal.4th 906 (2001) ...................................................................................................... 19, 20

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14 Statutes
15
California Civil Code § 47 ........................................................................................................... 16
16
California Code of Civil Procedure § 430.10 ............................................................................ 2, 3
17
California Corporations Code § 17703.04 ............................................................................. 10, 11
18
California Corporations Code § 17704.01 ................................................................................... 10
19
20
21
22
23
24
25
26
27
28

1 I. INTRODUCTION
2 This is defendant Angelina Jolie’s third demurrer and Plaintiffs William B. Pitt and
3 Mondo Bongo, LLC’s fourth version of their complaint. After Jolie’s demurrer to Pitt’s Second
4 Amended Complaint, the Court allowed Pitt’s breach of implied contract claim to proceed, ruling
5 that the claim—in which Pitt claims to have an unwritten, unspoken, implied agreement with
6 Jolie whereby she granted Pitt veto rights over her ability to sell her share of the winery—was
7 not susceptible to resolution on demurrer. The Court then overruled the demurrer to that claim
8 and the alternative quasi-contract claim. But the Court sustained Jolie’s demurrer to every other
9 cause of action alleged against her, both in contract and in tort, sustaining three of the claims
10 with leave to amend. In their Third Amended Complaint (“TAC”), Plaintiffs attempted to
11 replead these three dismissed claims to fix their deficiencies. Plaintiffs again have failed.
12 For Mondo Bongo’s claim that Jolie breached the implied covenant of good faith and fair
13 dealing in the Quimicum Articles of Association (“Quimicum Articles”), that contract was
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14 executed between Pitt’s company, Mondo Bongo, LLC, and Jolie’s company, Nouvel, LLC.
15 (TAC ¶ 42; Exh. 1.) Jolie is not a party to that contract and so could not have personally
16 breached any of its provisions, including any implied provisions. Mondo Bongo previously tried
17 to overcome this glaring defect by alleging that Nouvel was Jolie’s alter ego, but the Court
18 rejected the alter ego allegations and dismissed the claim. (Exh. A at 9.) The TAC renews and
19 supplements these allegations, but the new allegations are even worse for Mondo Bongo. The
20 TAC now specifically alleges that Nouvel was not only separately managed by Terry Bird and
21 owned Quimicum’s shares, but that Nouvel also loaned money to Quimicum and owned other
22 assets “unrelated to Miraval”—including personal items and an apartment in South Korea. (Id.
23 at ¶¶ 112, 180.) These additional allegations strengthen Jolie’s argument that Nouvel was a
24 separate entity. The TAC also fails to identify facts generally used to establish alter ego such as
25 undercapitalization, failure to follow corporate formalities, or commingling of assets. The TAC
26 also fails to allege actionable injustice resulting from any failure to treat Nouvel and Jolie as one
27 and the same. Plaintiffs’ alter ego theory still fails, and with it, the implied covenant claim as a
28 whole.

1 But the implied covenant claim fails for an additional and independent reason. The
2 California Supreme Court instructs that the covenant “cannot impose substantive duties or limits
3 on the contracting parties beyond those incorporated in the specific terms of their agreement.”
4 Guz v. Bechtel National, Inc., 24 Cal.4th 317, 349–50 (2000). Here, per the unambiguous terms
5 of the Quimicum Articles, Nouvel was prohibited from selling Quimicum’s “shares,” but Jolie
6 was absolutely free to sell Nouvel, so there was no breach of the implied covenant as a matter of
7 law. See Mieuli v. DeBartolo, 2001 U.S. Dist. Lexis 22518, at *4 (N.D. Cal. Jan. 16, 2001).
8 Plaintiffs also set forth two tort claims, one for interference with contract and one for
9 interference with prospective business relations, but these claims fail for numerous reasons.
10 Both claims are premised on Jolie’s alleged breach of the Quimicum Articles. But Jolie did not
11 breach the Quimicum Articles because that contract does not prohibit selling Nouvel—it
12 prohibits only the transfer of Quimicum’s shares. As the TAC acknowledges, that transfer did
13 not occur, so there is no breach. Plaintiffs also fail to allege any actionable disruption, and again
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14 attempt to insert foreign law into their tort claims, but there is no basis to apply Luxembourgish
15 or French law to Jolie. The Court should sustain Jolie’s demurrer to all three claims, and this
16 time without leave to amend. Four tries to plead them is more than enough.
17 II. RELEVANT FACTUAL ALLEGATIONS
18 A. Chateau Miraval And The Alleged Implied Agreement.
19 As alleged in the TAC, in 2008, Jolie and Pitt jointly purchased Chateau Miraval “as a
20 home to share with their children and the vineyard as a family business.” (TAC ¶ 1.) The TAC
21 alleges that the couple agreed, through conduct, not words, “to hold Miraval together and, if the
22 time came, that they would sell their interests separately only with the other’s consent.” (Id.)
23 B. Relevant Corporate Structure.
24 Pitt and Jolie held their interest in Chateau Miraval through the following corporate
25 structure. Chateau Miraval S.A., a French company, owned the residential property and
26 vineyard. (TAC ¶¶ 1, 30.) Chateau Miraval S.A., in turn, is owned by the Luxembourg limited
27 liability company, Quimicum S.à.r.l (“Quimicum”). (Id. at ¶¶ 30, 41.) Quimicum’s shares are
28 owned 50-50 by Nouvel, LLC, and Plaintiff Mondo Bongo, LLC, both of which were organized

1 and existing under the laws of California. (Id. at ¶¶ 14, 16, 46.) Both Jolie (for Nouvel) and Pitt
2 (for Mondo Bongo) were the sole members of their LLCs. (Id. at ¶¶ 13–14.) In 2013, Chateau
3 Miraval S.A. formed a 50-50 joint venture with Familles Perrin. (SAC ¶¶ 51–52.) That joint
4 venture, called “Miraval Provence,” then owned the wine business. (Id. at ¶¶ 52, 132.)
5 C. The Quimicum Articles Of Association.
6 In 2013, Nouvel and Mondo Bongo reincorporated Quimicum into a private company
7 and outlined their rights and responsibilities as Quimicum’s two private shareholders in a
8 written contract—the Quimicum Articles. (TAC ¶¶ 41–42.) Neither Jolie nor Pitt signed the
9 Quimicum Articles in any capacity, and their names are not mentioned anywhere in the
10 document. (See TAC, Exh. 1.)
11 Section 5.4.3 restricts the ability of both Nouvel and Mondo Bongo to transfer their
12 Quimicum shares: “Shares (parts sociales) may not be transferred inter vivos to non-
13 shareholders unless shareholders representing at least three-quarters of the corporate share

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14 capital shall have agreed thereto.” (TAC, Exh. 1 at p. 75, § 5.4.3.) But the Quimicum Articles
15 do not limit Nouvel’s or Mondo Bongo’s ability to undergo a change in control, nor do they
16 prohibit Jolie and Pitt from selling Nouvel and Mondo Bongo or otherwise limit in any way
17 their ability to sell their respective interests in Miraval.
18 III. LEGAL ARGUMENT
19 In testing the sufficiency of the complaint, courts assume the truth of “all material facts
20 properly pleaded, but not the contentions, deductions, or conclusions of fact or law.” Kamen v.
21 Lindley, 94 Cal.App.4th 197, 201 (2001). “[P]laintiffs must show that the complaint alleges
22 facts sufficient to establish every element of each cause of action.” Id. If “the factual allegations
23 conflict with the content of the exhibits to the complaint, [courts] rely on and accept as true the
24 contents of the exhibit and treat as surplusage the pleader’s allegations as to the legal effect of
25 the exhibits.” Barnett v. Fireman’s Fund Ins. Co., 90 Cal.App.4th 500, 505 (2001).
26 A. Mondo Bongo’s Covenant Claim Fails As A Matter Of Law.
27 1. Mondo Bongo’s Allegations Do Not Establish Alter Ego.
28 In the third cause of action, Mondo Bongo asserts that Jolie breached the implied

1 covenant of good faith and fair dealing in the Quimicum Articles. (TAC ¶ 178–193.) But Jolie
2 is not a party to that contract. (SAC, Exh. 1.) For this reason alone, Mondo Bongo’s claim fails
3 as a matter of law. Mondo Bongo recognizes this obvious defect and tries to plead around it by
4 alleging that, at the time of the acts alleged in the TAC, Jolie was Nouvel’s alter ego. Mondo
5 Bongo alleges that Jolie owned “100% of the membership interest” and that Nouvel was formed
6 for the sole purpose of holding Jolie’s shares in Quimicum and its shareholder loans to
7 Quimicum. (TAC ¶ 180.) But the Court already rejected this argument once, and the Court
8 should do so again. While Mondo Bongo has added new factual details to support its alter ego
9 theory, none materially changes the analysis.
10 “Alter ego is an extreme remedy, sparingly used.” Sonora Diamond Corp. v. Superior
11 Court, 83 Cal.App.4th 523, 539 (2000). The “corporate form will be disregarded only in
12 narrowly defined circumstances and only when the ends of justice so require.” Leek v. Cooper,
13 194 Cal.App.4th 399, 411 (2011). Under the alter ego doctrine,
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14 “[W]hen the corporate form is used to perpetrate a fraud, circumvent a statute, or

accomplish some other wrongful or inequitable purpose, the courts will ignore the
15 corporate entity and deem the corporation’s acts to be those of the persons or organizations
actually controlling the corporation, in most cases, the equitable owners. The alter ego
16 doctrine prevents individuals or other corporations from misusing the corporate laws by
the device of a sham corporate entity formed for the purpose of committing fraud or other
17 misdeeds.”
18 Sonora, 83 Cal.App.4th at 538 (citations omitted). The doctrine has two elements, which must
19 be alleged with “sufficient facts” at the pleadings stage: (1) unity of interest and ownership; and
20 (2) an unjust result if the corporation is treated as the sole actor. Leek, 194 Cal.App.4th at 415.
21 Unity of Interest and Ownership: Mondo Bongo alleges that Jolie was Nouvel’s only
22 member and therefore its alter ego, (TAC ¶ 180), but sole ownership is not a ground to support
23 alter ego liability. “An allegation that a person owns all of the corporate stock and makes all of
24 the management decisions is insufficient to cause the court to disregard the corporate entity.”
25 Leek, 194 Cal.App.4th at 415. California law expressly recognizes single-member limited-
26 liability companies (“LLCs”) as legitimate. Corp. Code § 17704.01(a). The obligations of an
27 LLC are “solely” the obligations of the LLC (Corp. Code § 17703.04(a)(1)), and “do not become
28 the debts, obligations, or other liabilities of a member or manager solely by reason of the

1 member acting as a member or manager acting as a manager for the [LLC].” Corp. Code §
2 17703.04(a)(2). Here, Mondo Bongo cannot circumvent Section 17703.04(a)(2).
3 Moreover, apart from the Corporations Code, courts typically analyze over fourteen
4 factors to find alter ego, see Greenspan v. LADT, LLC, 191 Cal.App.4th 486, 512–13 (2010)
5 (listing factors), but Mondo Bongo alleges just one—that Jolie used Nouvel as a shell. (TAC ¶
6 180.) A “shell” is a company that has no assets of its own and instead acts as a pass-through to
7 the individual (i.e., an empty shell). But the TAC specifically alleges that Nouvel does have
8 significant assets—50% of Quimicum’s shares worth tens of millions of dollars. (Id.) The
9 TAC also admits that Nouvel made millions of dollars in loans to Quimicum, meaning Nouvel
10 is its significant creditor. (Id. at ¶¶ 35, 112, 180.) And the TAC admits that Nouvel held other
11 assets “unrelated to Miraval.” (Id. at ¶¶ 112, 180.) That is hardly an empty shell. The TAC
12 does not allege that Nouvel failed to follow corporate formalities. Tellingly, though
13 undercapitalization is by far the most important alter ego factor, the TAC does not allege that
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14 Nouvel was undercapitalized or cannot pay its debts. (See id.) And the TAC even concedes
15 that Jolie was never Nouvel’s manager—Terry Bird was. (TAC ¶¶ 16, 244.)
16 Even taking as true Mondo Bongo’s new and renewed allegations, they do not establish a
17 unity of interest necessary to establish alter ego. The alter ego theory fails for this reason alone.
18 Injustice: Mondo Bongo also fails to allege any injustice that would result from
19 recognizing Nouvel as a separate entity. (TAC ¶ 181.) Nouvel can clearly pay its own debts, as
20 the TAC alleges that it holds 50% of the winery, and also has “billionaire” Yuri Shefler as its
21 “beneficial owner.” (Id. at ¶¶ 6, 17.) Further, Pitt admits he is Mondo Bongo’s sole member
22 and used Mondo Bongo to hold his shares in Quimicum just like Jolie did for Nouvel. (Id. at ¶¶
23 2, 14.) He also admits that he and Jolie both used single-purpose LLCs through which they
24 purchased Miraval. (Id. at ¶ 2.) Having mutually chosen the same corporate structure from the
25 beginning, Pitt cannot complain of unfairness fifteen years later. Further, the underlying claim
26 is that Nouvel breached the Implied Covenant in the Quimicum Articles, but Plaintiffs do not
27 allege that Jolie formed Nouvel for the purpose of facilitating that breach. To the contrary,
28 Plaintiffs admit that Jolie and Pitt mutually chose to utilize this ownership structure when they

1 purchased Miraval in 2008—five years before Nouvel and Mondo Bongo signed the Quimicum
2 Articles and thirteen years before this alleged breach occurred. While Mondo Bongo complains
3 that Jolie and Nouvel later used the corporate form to “escape their contractual obligations” (id.
4 at ¶ 181), this allegation is not about misuse of the corporate form, but about the scope of the
5 Quimicum Articles. In other words, either Jolie’s and Novel’s actions violated the contract, or
6 they did not, but the corporate form is irrelevant to that determination.
7 Finally, and most importantly, Mondo Bongo does not allege that Nouvel is incapable of
8 paying its debts should it be held liable for breach of the Implied Covenant. Instead, Mondo
9 Bongo alleges that “Stoli,” who owns Tenute del Mondo who owns Nouvel—“has a track record
10 of employing corporate reorganization as a tool to promote secrecy and obfuscation” so “there is
11 a significant risk that Nouvel” will be judgment proof. (TAC ¶ 181.) While factual allegations
12 must be accepted as true, pure speculation—as this undoubtedly is—does not fall into that
13 category. Dominguez v. Bonta, 87 Cal.App.5th 389, 398 (2022) (on demurrer, court does not
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14 accept as true unsupported speculation). And whatever “secrecy and obfuscation” even means,
15 there is no authority that would permit the Court to preemptively disregard Nouvel’s form to
16 guard against the speculative future actions of an entity two steps removed, especially where
17 there is no allegation that Nouvel is undercapitalized or otherwise unable to pay its debts.
18 Because the alter ego doctrine does not apply, Mondo Bongo cannot use it to hold Jolie
19 liable for Nouvel’s breach of any implied covenants. See Avidity Partners, LLC v. State of Cal.,
20 221 Cal.App.4th 1180, 1204 (2013) (implied covenant applies to contracting parties).
21 2. Mondo Bongo’s Implied Covenant Claim Fails on the Merits.
22 Mondo Bongo’s breach of the implied covenant claim fails on the merits as well. Mondo
23 Bongo contends Jolie breached the implied covenant of good faith contained in the Quimicum
24 Articles when she sold Nouvel. (TAC ¶ 186.) However, Section 5.4.3 of the Articles restricts
25 Nouvel’s and Mondo Bongo’s ability to transfer their Quimicum “shares,” not Jolie’s or Pitt’s
26 power to sell Nouvel or Mondo Bongo. (TAC, Exh. 1 at 75.)
27 “If there exists a contractual relationship between the parties . . . the implied covenant is
28 limited to assuring compliance with the express terms of the contract, and cannot be extended to

1 create obligations not contemplated in the contract.” Racine & Laramie, Ltd. v. Dept. of Parks
2 & Rec., 11 Cal.App.4th 1026, 1032 (1992). As the California Supreme Court explained, “[t]he
3 covenant thus cannot be endowed with an existence independent of its contractual
4 underpinnings” and “cannot impose substantive duties or limits on the contracting parties
5 beyond those incorporated in the specific terms of their agreement.” Guz, 24 Cal.4th at 349–50.
6 Here, Mondo Bongo seeks to “impose substantive duties or limits on the contracting
7 parties” in violation of Supreme Court precedent by imposing upon Jolie a new substantive
8 obligation not found anywhere in the contract, namely, that Nouvel cannot be sold without Pitt’s
9 approval. But that highly material obligation is not contained in the Quimicum Articles and
10 cannot constitute a breach of the covenant as a matter of law.
11 When analyzing transfer rights under the implied covenant, courts distinguish between
12 two types of transfer restrictions. Applying California law, the federal district court in Mieuli v.
13 DeBartolo aptly described the difference. The first type is a restriction on the ability to transfer
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14 an “interest” in the target company. In Mieuli, an agreement gave the plaintiff “tag-along” rights
15 if his limited partner, DeBartolo, sold his interest in the San Francisco 49ers: “If DeBartolo, at
16 any time, sells all of his interest in the San Francisco 49ers, Limited, Mieuli may [sell] to the
17 same purchaser and on the same terms and conditions.” Mieuli v. DeBartolo, 2001 U.S. Dist.
18 Lexis 22518, at *4 (N.D. Cal. Jan. 16, 2001) (emphasis added). DeBartolo sold a company that
19 indirectly owned “his interest,” and Mieuli sued for breach of contract and the implied covenant.
20 In denying the motion to dismiss, the district court held the term “his interest” was ambiguous
21 because it could mean either a direct or indirect interest—an ambiguity that could not be
22 resolved at the pleadings stage. Id. at *16.
23 In analyzing restrictions on the transfer of an “interest,” the Mieuli court distinguished
24 that restriction with the second type of transfer restriction: an express restriction on the transfer
25 of stock. Unlike the word “interest,” a restriction on transferring stock is not ambiguous. As the
26 court explained,
27 “where an agreement does not specifically state that the right of first refusal applies to
transfers of stock ownership, the court must look to extrinsic evidence to determine what
28 the intentions of the parties to the agreement were and whether the defendant[s] were
seeking to circumvent that agreement.”
1 Id. at *22 (emphasis added). Because of that potential factual ambiguity, the court denied the
2 motion to dismiss. In direct contrast to Mieuli, the Quimicum Articles do specifically state that
3 Mondo Bongo’s right of first refusal applies to transfers of stock: “Shares (parts sociales) may
4 not be transferred inter vivos to non-shareholders unless shareholders representing at least three-
5 quarters of the corporate share capital shall have agreed thereto.” (TAC, Exh. 1 at p. 75, § 5.4.3
6 (emphasis added).) That is an unambiguous restriction on the transfer of Quimicum’s shares—
7 nothing more. Under the express holding in Mieuli, there is no ambiguity and the implied
8 covenant does not restrict the sale of Nouvel. Mieuli, 2001 U.S. Dist. Lexis 22518, at *22.
9 The Quimicum Articles are express in what they prohibit: the transfer of “shares.” As
10 Mondo Bongo concedes in its TAC, no Quimicum shares were transferred when Jolie sold
11 Nouvel. Accordingly, Nouvel did not breach any contractual obligation it owed under the
12 Quimicum Articles and the California Supreme Court’s binding rule applies: “The covenant thus
13 cannot be endowed with an existence independent of its contractual underpinnings” and “cannot
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14 impose substantive duties or limits on the contracting parties beyond those incorporated in the
15 specific terms of their agreement.” Guz, 24 Cal.4th at 349–50. The Court should again dismiss
16 the implied covenant claim, and this time with prejudice.
17 B. Mondo Bongo’s Interference With Contract Claim Fails As A Matter Of Law.
18 In the sixth cause of action, Mondo Bongo alleges that Jolie tortiously interfered with its
19 contractual relations. (TAC ¶¶ 208–224.) The elements of interference with contract are: “(1) a
20 valid contract between plaintiff and another party; (2) defendant’s knowledge of the contract; (3)
21 defendant’s intentional acts designed to induce a breach or disruption of the contractual
22 relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting
23 damage.” Asahi Kasei Pharma Corp. v. Actelion Ltd., 222 Cal.App.4th 945, 958 (2013). In
24 pleading these elements, the “use of the words wrongfully, willfully, and maliciously adds
25 nothing to the pleadings except to convey a sense of outrage.” George v. eBay, Inc., 71
26 Cal.App.5th 620, 636 (2021).
27 In the TAC, Mondo Bongo contends that Jolie interfered with the Quimicum Articles—a
28 contract between Mondo Bongo and Nouvel—when she sold Nouvel. “In particular, Jolie

1 undertook the purported sale of Nouvel . . . in circumvention of the Quimicum Transfer
2 Restrictions.” (TAC ¶ 213.) In sustaining Jolie’s previous demurrer to this cause of action, the
3 “Court agree[d] that the SAC is devoid of facts demonstrating that Defendant’s acts, in selling
4 her interest in Quimicum to Tenute del Mondo, made the performance of the Quimicum
5 Articles more difficult or costly.” (Exh. A, March 8, 2024 Order at 11 (emphasis added).) The
6 Court rightly focused on Jolie’s sale of her interest and whether that sale caused the
7 performance of the Quimicum Articles to become more burdensome, not actions that others
8 took thereafter when Jolie was no longer in control of Nouvel. The TAC does not add any new
9 or different allegations to address this deficiency.
10 Instead, Mondo Bongo repeats its allegation that Jolie intentionally disrupted the
11 contractual relationship between it, Nouvel, and Quimicum under the Quimicum Articles by
12 selling Nouvel. (See TAC ¶ 213.) But as discussed above, the sale itself is not a breach of the
13 Quimicum Articles. See Davis v. Nadrich, 174 Cal.App.4th 1, 10 (2009) (interference claim
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14 failed where underlying conduct not prohibited by contract and plaintiff did not “show that there
15 was an actual breach”); Nygard, Inc. v. Uusi-Kerttula, 159 Cal.App.4th 1027, 1047 (2008)
16 (interference claim fails absent prima facie showing of breach). For this reason alone, the
17 interference claim fails.
18 But the claim is deficient for several other reasons. The TAC fails to allege that Jolie
19 selling Nouvel was an intentional act “designed” to induce a breach or disruption of the contract.
20 To the contrary, the TAC alleges in great length how Jolie designed the sale of Nouvel
21 specifically to avoid violating the stock-transfer restriction contained in the Quimicum Articles.
22 (TAC ¶ 213.) And the TAC does not explain how Jolie selling Nouvel was “designed” to cause
23 the later management issues about which Mondo Bongo now complains. Thus, based on Mondo
24 Bongo’s own theory, Mondo Bongo cannot plead the requisite intent.
25 Absent an actual breach, the plaintiff must plead that “plaintiff’s performance is made
26 more costly or more burdensome.” Rincon Band of Luiseño Mission Indians etc. v. Flynt, 70
27 Cal.App.5th 1059, 1111 (2021). Mondo Bongo does not sufficiently allege this either. Notably
28 absent from the TAC is any contention that Nouvel’s new owners made performance of the

1 Quimicum Articles more costly or difficult to perform. (See TAC ¶¶ 208–24.) Nouvel is still
2 Quimicum’s 50% owner, just as before the sale. Nouvel and Mondo Bongo both still have the
3 right to make proposals on how to run and manage Quimicum’s business. Tellingly, Mondo
4 Bongo does not cite a single provision of the Quimicum Articles that was rendered more costly
5 or burdensome to perform because Jolie sold Nouvel.
6 Instead of tying Jolie’s sale to specific breaches or disruptions of the Quimicum Articles,
7 Mondo Bongo broadly complains that Nouvel’s new owner has “stymied” the election of
8 Quimicum directors (TAC ¶ 219), “shift[ed] its negotiating position in bad faith” on governance
9 matters (id. at ¶ 220), and litigated various issues in the Luxembourg courts. (Id. at ¶¶ 220–21.)
10 But again, these were actions taken by independent third parties after Jolie sold her interest.
11 Mondo Bongo does not allege why or how these actions, even accepted as true, breach or disrupt
12 any specific contractual provision in the Quimicum Articles, let alone how Jolie’s sale caused
13 them. And with respect to litigating in Luxembourg, those acts are obviously protected by the
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14 litigation privilege. Civil Code § 47(b).

15 The TAC does not allege facts necessary to establish many elements of Mondo Bongo’s
16 claim, rendering it infirm as a matter of law.
17 C. Plaintiffs’ Interference With Prospective Business Relations Claim Fails.
18 Both Plaintiffs allege interference with prospective business relations against Jolie, (TAC
19 ¶¶ 249–262), but conclusory allegations “essentially parroting the legal elements of the cause of
20 action, are not sufficient to state a claim.” Rincon, 70 Cal.App.5th at 1112. The elements are:
21 “(1) an economic relationship between the plaintiff and some third party, with the probability of
22 future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3)
23 intentional acts on the part of the defendant designed to disrupt the relationship; (4) actual
24 disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the
25 acts of defendant.” Korea Supply Co. v. Lockheed Martin Corp., 29 Cal.4th 1134, 1153 (2003).
26 In their SAC, Plaintiffs alleged that Jolie interfered with Pitt’s partnership with the Perrin
27 family and his endorsement agreement with Miraval Provence. (SAC ¶¶ 54–55, 71.) The TAC
28 completely abandons these theories of interference. In their place, the TAC alleges—for the first

1 time in this fourth version of their prospective business relations claim—that “but for
2 Defendants’ tortious conduct, there was a reasonable probability that Pitt would have purchased
3 Nouvel’s Quimicum shares as a result of his negotiations with Jolie and Nouvel.” (TAC ¶ 253.)
4 Plaintiffs allege that “Defendants intentionally engaged in actions designed to disrupt these
5 negotiations, and as a consequence, Plaintiffs’ prospective business relations in purchasing
6 Nouvel’s Quimicum shares and their continued business relations with Chateau Miraval, S.A.,
7 Miraval Provence, Familles Perrin, and Marc Perrin.” (Id. at ¶ 255.) But Plaintiffs’ new theory
8 also fails against Jolie.
9 Economic relationship with third party. The first element requires “an economic
10 relationship between the plaintiff and some third party, with the probability of future economic
11 benefit to the plaintiff.” Korea Supply, 29 Cal.4th at 1153. There must be “existing
12 noncontractual relations which hold the promise of future economic advantage.” Roy Allan
13 Slurry Seal, Inc. v. American Asphalt South, Inc., 2 Cal.5th 505, 517-18 (2017). Plaintiffs must
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14 also allege that “it is possible to estimate with some fair amount of success both the value of
15 what has been lost and the likelihood that the plaintiff would have received it if the defendant
16 had not interfered.” Id. (citations and quotations omitted) (original italics removed).
17 Under Plaintiffs’ new theory, the existing noncontractual relationship Plaintiffs allege is
18 with Chateau Miraval, S.A., Miraval Provence, Nouvel, Familles Perrin, and Marc Perrin. (TAC
19 ¶ 250.) But Plaintiffs do not allege that Jolie disrupted these noncontractual relationships.
20 Instead, Plaintiffs allege that Jolie disrupted the negotiation between Jolie and Plaintiffs to buy
21 Jolie’s interest in Miraval (id. at ¶ 253) and that Jolie disrupted her own negotiation with
22 Plaintiffs by entering into a confidentiality and then exclusivity agreement to sell her interest in
23 Miraval to the Stoli parties instead of Plaintiffs. (TAC ¶¶ 255–57.) The TAC does not explain
24 how Jolie could intentionally disrupt her own negotiations, nor how this could ever be
25 actionable. Jolie is not “some third party” under this theory—she is the counterparty in the
26 negotiations that were allegedly disrupted. This mismatch between the noncontractual
27 relationship and the disruption is fatal to Plaintiffs’ claim, as is the fact that Plaintiffs cannot sue
28 Jolie for interfering with her own negotiations. If a party cannot be sued in tort for interfering

1 with its own contract, the party certainly cannot be sued in tort for interfering with the
2 negotiations of their own potential contract. See Applied Equipment Corp. v. Litton Saudi
3 Arabia Ltd., 7 Cal.4th 503, 513-14 (1994) (party cannot be sued for interfering with their own
4 contract, and California law recognizes interference claims only “against noncontracting parties
5 who interfere with the performance of a contract” (emphasis in original).) The prospective
6 advantage claim fails for these reasons alone.
7 Designed to disrupt. The third element requires “intentional acts by the defendant
8 designed to disrupt the relationship.” Korea Supply, 29 Cal.4th at 1153. The TAC does not
9 explain how Jolie’s decision to negotiate with Stoli instead of Pitt was specifically “designed”
10 to disrupt Plaintiffs’ relationships with the upper-level Miraval entities and people. Under
11 Plaintiffs’ theory, any failed contractual negotiation would allow the disappointed party’s
12 owners to sue the counterparty in tort for the failed contract on the theory that the contract itself
13 would have profited the owners. But if lost profits on a failed business deal is actionable, then
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14 every failed negotiation can now be a basis for suing the other party in tort. That is not the law.
15 Failed negotiations are not a tort. See generally Huy Fong Foods, Inc. v. Underwood Ranches,
16 LP, 66 Cal.App.5th 1112, 1127–28 (2021) (“If a party could interfere with its own contract,
17 every breach of contract would be a tort.”).
18 Independently wrongful. The defendant’s conduct must also be “wrongful by some
19 legal measure other than the fact of interference itself.” Korea Supply, 29 Cal.4th at 1153. An
20 act is independently wrongful if it is “unlawful, that is, if it is proscribed by some
21 constitutional, statutory, regulatory, common law, or other determinable legal standard.” Id. at
22 1159. This element is “quite literally the element that causes the interference to be a tort.”
23 Drink Tank Ventures LLC v. Al Bottles, 71 Cal.App.5th 528, 539 (2021). At Paragraph 260,
24 Plaintiffs allege four reasons supporting this element, but as to Jolie, all four are legally infirm.
25 The first reason at Paragraph 260(a) is not alleged against Jolie, which Plaintiffs
26 confirmed during the meet and confer. (Exh. B.)
27 The second independently wrongful reason Plaintiffs assert is that Jolie attempted to
28 circumvent the Quimicum Articles’ stock transfer restriction. (TAC ¶ 260(b).) But as explained

1 above, the Quimicum Articles do not prohibit Jolie from selling Nouvel. And in any event, it is
2 well-settled that “a bare breach of contract cannot constitute independently wrongful conduct.”
3 Drink Tank, 71 Cal.App.5th at 540.
4 The third and fourth independently wrongful acts are Jolie’s alleged violations of French
5 and Luxembourgish laws. (TAC ¶¶ 260(c)&(d).) In their SAC, Plaintiffs alleged a violation of
6 Luxembourgish law as a basis for an independently wrongful act, and the Court sustained the
7 demurrer on that ground, writing that “the Court is not inclined to recognize a cause of action
8 for violating Article 6-1 of the Luxembourg Civil Code. Thus, an independently wrongful act
9 has not been alleged.” (Exh. A at 12.) Plaintiffs attempt to sidestep this ruling by switching out
10 one Luxembourgish statute (Article 6-1) with another (Article 1382), but that change is
11 immaterial because the fundamental defect remains: Jolie is not subject to Luxembourgish law,
12 never otherwise contractually agreed to be governed by Luxembourgish law, and she is not a
13 signatory to the Quimicum Articles. Nor do the Quimicum Articles contain a choice-of-law
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14 provision in which Quimicum’s shareholders agree to litigate all disputes under Luxembourgish
15 law—to the contrary, the Quimicum Article’s choice-of-law provision unambiguously limits its
16 reach to the “Company,” meaning Quimicum. (TAC, Exh. 1, Art. 1 (Luxembourg law applies
17 to the “Company”).) Jolie is not subject to French law either. The TAC does not cite to any
18 contract she signed that applies French law, let alone one to which Jolie is a party.
19 Absent such a contract: “As the forum, California ‘can only apply its own law.’”
20 Hurtado v. Superior Court, 11 Cal.3d 574, 581 (1974) (quoting Reich v. Purcell, 67 Cal.2d 551,
21 553 (1967)). “[E]ven in cases involving foreign elements, the court should be expected, as a
22 matter of course, to apply the rule of decision found in the law of the forum.” Hurtado, 11
23 Cal.3d at 581. A proponent of foreign law “must demonstrate that the latter rule of decision will
24 further the interest of the foreign state and therefore that it is an appropriate one for the forum to
25 apply to the case before it.” Id. Only “residents from outside of California,” however, may ask
26 the trial court to engage in this permissive analysis. See Washington Mutual Bank v. Superior
27 Court, 24 Cal.4th 906, 914–15 (2001) (when “the action involves the claims of residents from
28 outside California, the trial court may analyze the governmental interests”).

1 Mondo Bongo is an LLC organized under the laws of California whose sole member,
2 Pitt, is also a California resident. (TAC ¶¶ 13–14.) Jolie is also a California resident, as is her
3 former company, Nouvel. (Id. at ¶¶ 15–16.) This case’s only connection to Luxembourg is
4 Quimicum, but Quimicum is not a party to this action. And none of these parties are French
5 residents. Because there is no legal or contractual basis to apply Luxembourgish or French law
6 to Jolie, and because the claim is not asserted by a resident outside of California, Plaintiffs
7 cannot rely on either of these foreign laws to establish independently wrongful conduct
8 supporting a California tort claim.
9 During the meet and confer process, Plaintiffs suggested that Jolie was confusing the
10 difference between jurisdiction and a wrongful act, and that the independently wrongful act can
11 be a violation of the law of any country in the world. Although Plaintiffs were requested to
12 provide authority for that position, none was provided, and Jolie could not locate any that
13 supported Plaintiffs’ expansive theory. Instead, the well-worn path for California courts is to
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14 apply the test established by the California Supreme Court in Washington Mutual, and which
15 yields an easy answer—Jolie is not subject to either foreign law. Without an actionable
16 independently wrongful act, Plaintiffs’ claim fails for this additional reason.
17 Actual disruption. Nor have Plaintiffs properly pleaded the fourth element: “actual
18 disruption of the relationship.” Korea Supply, 29 Cal.4th at 1153. The disruption Plaintiffs
19 allege is the negotiation with Jolie to buy her interest in Miraval. (TAC ¶¶ 253, 255–57.) But
20 the “relationship” allegedly disrupted is Plaintiffs’ relationships with the other Miraval entities
21 and people: Miraval S.A., Familles Perrin, Marc Perrin, Nouvel, and Miraval Provence. (TAC ¶
22 258.) Jolie also cannot find any case where the alleged disruption of one prospective economic
23 relationship (the possible contract to buy Jolie’s interest in Miraval) can serve as a predicate for
24 the disruption of a different prospective relationship (Plaintiffs’ and these other entities’
25 “expectation of profit from the purchase of Nouvel’s shares in Quimicum”). (Id.) The Court
26 should not be the first to recognize this mis-match theory of actual disruption, especially since
27 Plaintiffs do not plead any actual interference with these other business relationships. As the
28 TAC confirms, Pitt and Mondo Bongo still have them all. Plaintiffs’ theory is really just a

1 complaint that they and their business partners are disappointed that they did not buyout Jolie’s
2 interest in Miraval and make more money. That disappointment is not actionable.
3 Economic harm and proximate causation. The fifth element requires “economic harm
4 to the plaintiff proximately caused by the acts of the defendant.” Korea Supply, 29 Cal.4th at
5 1153. Plaintiffs allege that because they could not purchase Jolie’s interest in Miraval, they were
6 unable to later profit from owning those shares. But this is the precise sort of speculative harm
7 courts routinely reject. See Sole Energy Co. v. Petrominerals Corp., 128 Cal.App.4th 212, 229
8 (2005) (“Shareholders do not own and have no right to receive corporate profits.”). And again,
9 Plaintiffs cannot use the disruption of the negotiations with Jolie as a proximate cause for
10 unalleged harm to different relationships Plaintiffs had with other Miraval-related parties.
11 Plaintiffs’ prospective economic advantage claim is still legally infirm for numerous
12 reasons. The Court also should sustain the demurrer to this cause of action.
13 IV. CONCLUSION
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14 At best, this is a case about the breach of an unspoken, unwritten contract implied from
15 the facts and circumstances of two parties’ relationship. Whether Pitt can survive summary
16 judgment of that claim—despite his express rejection of the very concept in writing—is an issue
17 for another day. The questions on this demurrer are whether Plaintiffs can turn an alleged
18 breach of the implied covenant into business torts, and separately expand an alleged breach of
19 the covenant of good faith and fair dealing to include someone who is not even a party to the
20 agreement. The answer to both questions is the same: No. The Court should sustain Jolie’s
21 demurrer to all three of these claims. Moreover, because Plaintiffs have already unsuccessfully
22 pleaded these claims four times, the Court should sustain the demurrer without leave to amend.
23 It is time to get this case at issue.
24 Respectfully submitted,
26 By:
Paul D. Murphy
Attorneys for Angelina Jolie
28

1 DECLARATION OF PAUL D. MURPHY
2 I, Paul D. Murphy, declare:
3 1. I am an attorney duly licensed to practice before this Court and am a partner of
4 Murphy Rosen LLP, counsel for Defendant and Cross-Complainant Angelina Jolie. I submit
5 this declaration in support of Ms. Jolie’s Demurrer to Plaintiffs’ Third Amended Complaint
6 (“TAC”). I have personal knowledge of the foregoing and if called upon as a witness, I could
7 and would competently testify thereto.
8 2. A true and correct copy of the Court’s March 8, 2024 Ruling on Defendant
9 Angelina Jolie’s Demurrer to Second Amended Complaint and Notices of Joinder is attached as
10 Exhibit A.
11 3. On May 2, 2024, my partner Daniel N. Csillag and I had a meet-and-confer with
12 counsel for Mr. Pitt and Mondo Bongo. During that meet and confer, we discussed each of the
13 causes of action to which Ms. Jolie is demurring. Unfortunately, we were not able to resolve or
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14 even narrow any issues. The parties subsequently followed up on several issues in written
15 correspondence. By email, Plaintiffs’ counsel confirmed that for the cause of action for
16 intentional interference with prospective economic advantage, the independently wrongful act
17 alleged in paragraph 260(a) is not alleged against Jolie. A true and correct copy of that email is
18 attached as Exhibit B.
19 4. I declare under penalty of perjury under the laws of California that the foregoing
20 is true and correct.
21 Executed this 31st day of May, 2024, at Santa Monica, California.
22
23 _______________________________
Paul D. Murphy
24
25
26
27
28

DECLARATION OF PAUL D. MURPHY
Exhibit A
Superior~•Le D
County o~trt ot California
08 Angeles
SUPERIOR COURT OF CALIFORNIA

MAR 08 2024
COUNTY OF LOS ANGELES David w. Slayton, Executive OfticerlCterk ot Court
~y: A Cisneros, Dep!ify
DEPARTMENT 3
WILLIAM.B. PITT, an individual, et al., Case No.: 22STCV06081
Plaintiffs,
V. Ruling on Defendant Angelina Jolie's
emurrer -:o Second Amended
ANGELINA JOLIE, an.individual, et al., Complaint and Notices of Joinder
Defendants. Hearing Date: December 11, 2023
TO PLAINTIFFS WILLIAM B. PITT, MONDO BONGO, LLC, PLAINTIFFS'

ATTORNEYS OF RECORD, DEFENDANTS ANGEL[NA JOLIE, NOUVEL,
LLC, TENUTE DEL MONDO B.V., AND DEFENDANTS' ATTORNEYS OF
RECORD:
The complaint alleges that Plaintiff and Defendant purchased a controlling interest
in Chateau Miraval S.A., a French company comprising a home and vineyard in the
south of France, agreeing not to sell their respective interests without the other's
consent. The vineyard be,:ame profitable, and has grown into a multimillion dollar
venture. In October 2021,. Defendant purported to sell her interest to a Luxembourg-
based spirits manufacturer. Defendant consummated the sale without Plaintiffs
knowledge. Defendant seeks to recover profits through the sale.
Request for Judicial Notice
Exhibit A
Page 1 of 13
Defendant requests the Court to take notice of the following documents: (A) An
email between Jolie's business manager, Terry Bird, and Pitt's business manager,
Warren Grant, referenced and quoted in Paragraph 47 of the SAC; (B) The 2013
contract transferring 10% of the shares in Quimicum S.a r.l. from Mondo Bongo
LLC to Nouvel LLC referenced in Paragraph 48 of the SAC; (C) A Stipulation and
Order filed by Jolie and Pitt in their divorce proceeding in the Los Angeles Superior
Court referenced and quoted in Paragraph 108 of the SAC; (D) An email from Jolie
to Pitt dated January 21, 2021, referenced and quoted in Paragraphs 79 and 80 of the
SAC; (E) An April 2021 letter from Jolie's counsel to Pitt's counsel referenced and
quoted in Paragraph 92 of the SAC; and (F) Plaintiffs' First Amended Complaint in
this case.
The request is granted. Th,e Court notes that while the Court may take judicial notice
of the document, the Court may not take judicial notice of the truth of its contents.
(See Herrera v. Deutsche Bank National Trust Co. (2011) 196 Cal.App.4th 1366,
1375)
Joinder to Demurrer
Tenute del Mondo B.V. files a Notice of Joinder to Sections I, II and III.A., 111.E,
111.F, and 111.G, pages 9-18 and 24-26 of Defendant Angelina Jolie's Demurrer to
Plaintiffs' Second Amended Complaint, filed on August 21, 2023. Nouvel LLC files
a Notice of Joinder to Sections I, II, III.C.2, III.F, and 111.G pages 9-12, 22-23, and
24-26 of Defendant Angelina Jolie's Demurrer to Plaintiffs' Second Amended
Complaint, filed on August 21, 2023.
"Although 'standard practice' permits parties to join each other's arguments,

'joining in an argument is different from joining in a motion'; absent compliance
with procedural requirements for a properly filed motion, [a] party 'joining' [an]
other party's motion lacks standing to seek relief from the court." (Bridget A. v.
Superior Court (2007) 148 Cal.App.4th 285,300, fn. 5.)
No actual motion has been filed. There are no arguments regarding why joinder is
necessary or appropriate. The motion for joinder is DENIED.
Demurrer to Second Amended Complaint
Defendant Jolie demurs to the first, second, third, fifth, sixth, eighth and ninth
causes of action in the Second Amended Complaint ("sac") on the grounds that the
SAC fails to state facts sufficient to constitute a cause of action. Defendant further
2
Exhibit A
Page 2 of 13
demurs to the first and second causes of action on the grounds that they are barred
by the statute of frauds and statute of limitations.
Meet and Confer
Before filing a demurrer or a motion to strike, the demurring or moving party is

required to meet and confer with the party who filed the pleading demurred to or
the pleading that is subject to the motion to strike for the purposes of determining
whether an agreement can be reached through a filing of an amended pleading that
would resolve the objections to be raised in the demurrer. (CCP §§ 430.41)
The Declaration of Paul D. Murphy, executed on August 21, 2023, sets forth the
meet and confer efforts of counsel for the Defendant, and counsel's attempts to
resolve the discovery disp·Jte informally through written correspondence. The
declaration satisfies the requirement of Code of Civil Procedure section 430.41.
Legal Standard
A demurrer for sufficiency tests whether the complaint states a cause of action.
(Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) When considering demurrers,
courts read the allegations liberally and in context. ( Wilson v. Transit Authority of
City ofSacramento (1962) 199 Cal.App.2d 716, 720-21.) In a demurrer
proceeding, the defects must be apparent on the face of the pleading or via proper
judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968,
994.) "A demurrer tests the pleading alone, and not on the evidence or facts
alleged." (E-Fab, Inc. v. Accountants, Inc. Servs. (2007) 153 Cal.App.4th 1308,
1315.) As such, the court assumes the truth of the complaint's properly pleaded or
implied factual allegations. (Id.) The only issue a demurrer is concerned with is
whether the complaint, as it stands, states a cause of action. (Hahn, supra, 147
Cal.App.4th at 747.)
First Cause of Action: Breach of Implied-in-Fact Contract
Defendant demurs to Plaintiff's first cause of action on the grounds that Pitt fails to
state facts sufficient to constitute a cause of action and that Pitt's First Cause of
Action is barred by the Statute of Frauds, Civil Code section 1624(a)(3) and
California Code of Civil Procedure section 1971.
The elements for breach of contract cause of action are: (1) existence of contract;
(2) plaintiff's performance or excuse for nonperformance; (3) defendant's breach
Exhibit A
Page 3 of 13
(or anticipatory breach); and (4) resulting damage. (Wall Street Network, Ltd. v. N
Y Times Co. (2008) 164 Cal.App.4th 1171, 1178.)
The elements of a cause of action for an implied-in-fact contract are the same as
those for a written contract, the difference being that the agreement is "manifested
in conduct rather than expressed in words." (Maglica v. Maglica (1998) 66
Cal.App.4th 442, 455.)
The allegations in support of the cause of action are as follows. Pitt and Jolie were
subject to an implied-in-fact contract, pursuant to which Pitt and Jolie would hold
their respective interests in Miraval together, and, if the time ever came, they
would sell their interests separately only with the other's consent. As Jolie said to
Pitt referencing Miraval, '1 agree it all has to go if it goes." Through their actions,
conduct, and statements, Pitt and Jolie assented to this contract through, among
other things, jointly purchasing Miraval as a private family home and business and
treating it as such during their marriage; through Pitt's investment of time, effort,
and money in developing the estate and growing the business, in a manner
disproportionate to his relative ownership share; through Jolie's acceptance of the
same despite ceasing to invest herself; through Mondo Bongo's transfer of shares
in Quimicum to Nouvel nominally making the entities 50-50 shareholders and
Jolie's acceptance of the same; through Jolie's statements to Pitt regarding the
nature and purpose of the investment; through the parties' negotiations over their
respective interests in Miraval in the event of a joint sale and Jolie's conduct and
statements during these negotiations; and through the parties' exclusive
negotiations with one another for years over a buyout of Jolie's stake and Jolie's
conduct and statements during these negotiations. Following Pitt and Jolie's entry
into this contract, Miraval continued to serve as a private home for the family, and
Pitt continued to make substantial investments of time, effort, and money to
improve the property and develop the business, in a manner disproportionate to his
nominal ownership share. Jolie continued to accept Pitt's disproportionate
investments. Pitt has performed, and continues to perform, all conditions,
covenants, and promises required to be performed under the implied-in-fact
contract. Jolie breached the contract by purporting to unilaterally sell her interest in
r.J·)
Miraval to a third party without Pitt's consent. As a direct and proximate result of
Jolie's breach, Pitt has suffered damages in an amount to be proven at trial.
(SAC 11150-156)
Here, Plaintiff has adequately pied the existence of an implied-in-fact contract

including the conduct which forms the basis of such contract, Plaintiffs
performance, Defendant's breach, and damages. Regarding Defendant's factual
4
Exhibit A
Page 4 of 13
arguments as to whether the parties' conduct actually resulted in a contract, the
Court is not inclined to resolve this issue on demurrer. Indeed, "whether parties
have reached a contractual agreement and on what terms are questions for the fact
finder." (Hebberd-Kulow Enterprises, Inc. v. Kelomar, Inc. (2013) 218
Cal.App.4th 272, 283.) Because Plaintiff has pleaded that he entered an implied-in-
fact contract with Defendants, Defendants' arguments claiming otherwise are
disagreements as to whether a contract was reached and on what terms. It is
therefore a question of fact and not an appropriate subject on a demurrer. (See
ibid.; see Hahn, supra, 147 Cal.App.4th at p. 747.)
At the December 11, 2023 hearing on the motion, Defendant cited to Uni/ab Corp.
vs. Angeles-IPA (2016) 244 Cal.App.4th 622, Zenith Insurance Co. (2007) 148
Cal.App4th 998, and Levy vs. Only Cremations for Pets, Inc. (2020) 57 Ca1App.5 th
203 to support Defendant's contention that Plaintiffs have not alleged an Implied-
In-Fact Contract. However, each of these cases is distinguishable from the instant
case. In Uni/ab, the court there examined whether the Knox-Keene Act imposed
obligations on defendant Angeles (it did not). Additionally, in Unilab, Angeles
IPA had no prior knowledge of physicians ordering Quest lab to conduct testing on
patient specimens, and defendant Angeles had informed physicians not to send its
patients' specimens to Quest Lab for testing. There had been an express contract
between Angeles IPA and Quest (owned by Unilab) that was terminated. There
was a contract between Quest and some physicians. The conduct of the parties
manifested that there was no contract between the parties.
In the Zenith Insurance Co. case, the only basis for finding that the existence of a
contract would have been based on the subjective belief of reinsurer Zenith
Insurance Company alone. Subjective belief, standing alone, that there was an
attorney-client relationship between it and counsel for the insurer was insufficient,
the Zenith Insurance Co. court held. Reinsurance does not alter the relationship
between an insurer and a policy holder. The California Insurance Code (section
622) gave a reinsurer an absolute right to settlement activity information. There
was no express contract between the attorney for the insurer and the reinsurer. In
sum, the objective conduct of the parties in the Zenith Insurance Co. case showed
that there was no attorney-client relationship.
In the Levy v. Only Cremations for Pets, Inc. case, defendant's demurrer to breach
of implied contract was sustained. The operative complaint in that case was
devoid of allegations of any awareness by plaintiffs of the pet crematory's offer to
perform private cremations. It also lacked allegations of any awareness by
Exhibit A
Page 5 of 13
plaintiffs of defendant's website that held itself out to the public to provide private
and group cremations.
Here, the implied contract that plaintiffs allege is between defendant Jolie and
plaintiffs. The implied-in-fact contract that is alleged to exist is based on the
alleged long-standing conduct and words of the parties, and not solely on the
objective belief of plaintiffs.
Statute ofFrauds
Defendant further demurs. to the first cause of action on the grounds that the Statute
of Frauds bars the claim. In opposition, Plaintiff contends that "equitable
estoppel"-which is pleaded here and forecloses an SOF defense-is "a question
of fact." (Byrne v. Laura, 52 Cal. App. 4th 1054, 1068 (1997))
Under the statute of frauds, codified in section 1624 of the Civil Code, certain
transactions, including, as relevant here, an agreement regarding an interest in real
property, must be reduced to writing and subscribed by t1ie party to be charged to
be enforceable. (Civ. Code§ 1624(a)(3).) However, equitable estoppel permits
enforcement of an oral agreement to prevent fraud when one party has
detrimentally relied on an oral promise or another party has been unjustly enriched.
(Juran v. Epstien (1994) 23 Cal.App.4th 882, 892). Equitable estoppel may
preclude a statute of frauds defense. (Byrne v. Laura (1997) 51 Cal.App.4th 1054,
1068). Whether the doctrine of equitable estoppel should be applied in a given case
is a question of fact. (Id.)
Here, Plaintiff alleges the following. Jolie is equitably estopped from resisting the
enforcement of the contract. Pitt was induced to make a serious change of position
in reliance on the contract through his substantial investments in Miraval and his
transfer of certain of Mondo Bongo's shares in Quimicum to Nouvel, causing him
unconscionable injury. When Jolie purported to sell Nouvel to Tenute del Mondo
in breach of the contract, she was unjustly enriched. In p::1.rticular, Jolie reaped an
unearned and unjust windfall from the increase in the value ofNouvel, owing to
Pitt's substantial and disproportionate investment in Miraval in reliance on Jolie's
conduct, statements, and her contractual obligations. If the contract is not enforced,
Jolie will therefore be unjustly enriched by obtaining the benefits of Pitt's
performance of the contract without honoring her agreement with Pitt. (SAC ,r
155) Plaintiff has alleged both equitable estoppel and unjust enrichment as
defenses to enforcement of the statute of frauds.
Exhibit A
Page 6 of 13
The only issue a demurrer is concerned with is whether the [second amended]
complaint, as it stands, states a cause of action. (Hahn, supra, 147 Cal.App.4th at
74 7.) Plaintiffs cause of action is adequately alleged.
The demurrer is OVERRULED.
Second Cause of Action: Breach of Quasi-Contract
Defendan1 demurs to the second cause of action on the grounds that it fails to state
facts sufficient to constitute a cause of action, is barred by the Statute of Frauds,
and is barred by the Statute of Limitations.
'Quasi-contract' is simply another way of describing the basis for the equitable
remedy of restitution when an unjust enrichment has occurred. It applies ' [w ]here
one obtair:.s a benefit which he may not justly retain .... The quasi-contract, or
contract 'implied in law,' is an obligation created by the law without regard to the
intention of the parties, and is designed to restore the aggrieved party to his former
position by return of the thing or its equivalent in money."' (See McBride v.
Boughton (2004) 123 Cal. App. 4th 379, 388)
"The elements of an unjust enrichment claim are the 'receipt of a benefit and [the]
unjust retention of the benefit at the expense of another.' [Citation.]" (Peterson v.
Cellco Pa!·tnership (2008) 164 Cal.App.4th 1583, 1593.) Unjust enrichment is not
a cause of action, but a court may construe a cause of action for unjust enrichment
as a cause of action for quasi-contract seeking restitution. (Rutherford Holdings,
LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231.)
The Complaint pleads that Jolie received the benefits of Pitt's substantial
disproportionate investments in Chateau Miraval and his transfer of 10% of the
company, after she stopped investing herself. (SAC ilil 48-50, 161) Further, the
SAC pleads Jolie unjustly retained these benefits at Pitt's expense, as Pitt would
not have conferred them absent the couple's understanding and Jolie's assurances.
(SACilil 40, 50, 68-76.)
Plaintiff adequately pleads the simple elements of its cause of action for quasi-
contract.
Statute ofLimitations
Defendant further demurs on the grounds that the cause of action is time-barred.
7
Exhibit A
Page 7 of 13
Unless a complaint affirmatively discloses on its face that the statute of limitations
has run, the general demurrer on these grounds must be overruled. (See Lockley v.
Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875,
881 ["It must appear clearly and affirmatively that, upon the face of the complaint,
the right of action is necessarily barred"].) Instead, "[t]he proper remedy 'is to
ascertain the factual basis of the contention through discovery and, if necessary,
file a motion for summary judgment .... ' [Citation.]" (Roman v. County ofLos
Angeles (2000) 85 Cal.App.4th 316, 325.)
Generally, a "statute of limitations begins to run when the plaintiff suspects or

should suspect that her injury was caused by wrongdoing, that someone has done
something wrong to her" (the "discovery rule"). (Bernson v. Browning-Ferris
Industries (1994) 7 Cal.4th 926, 932.) However, if the complaint alleges wrongful
conduct commencing at a time now barred by the statute of limitations, but
continuing until a date not barred, the last overt act supporting the tort controls the
trigger date for the statute oflimitations. (See Wyatt v. Union Mortg. Co. (1979) 24
Cal.3d 773, 786 [holding that the statute of limitations on continuing tort cause of
action does not begin to run until commission of last overt act].)
The statute of limitations for quasi-contract is two years and begins to run when
the cause of action accrues. (C.C.P. § 339(1).) Here, the last overt act was alleged
to be Jolie's sale ofNouvel to Tenute and Stoli in September 2021. (SAC ,r109)
The claim was timely brought on February 17, 2022.
The demurrer is OVERRULED.
Third Cause of Action: Breach of Implied Covenant of Good Faith and Fair
Dealing
~~...
~~
Defendants demur to this cause of action on the grounds that Plaintiff's claim fails
r-,.•· as a matter of law.
q
I',.-/
Alter Ego
The Court first addresses the underlying issue of alter ego liability. To allege alter
ego, plaintiffs must plead a unity of interest and ownership such that the separate
personalities of the corporations and individuals do not exist, and that an inequity
will result if the corporate entity is treated as the sole actor. (Tomaselli v.
Transamerica Ins. Co (1994) 25 Cal. App. 4th 1269, 1285; Vaseyv. Cal. Dance Co.
8
Exhibit A
Page 8 of 13
(1977) 70 Cal. App. 3d 742, 749.) Factors to consider in applying the doctrine
include the commingling of funds and other assets, the holding out by one entity
that it is liable for the debts of the other, identical equitable ownership in the two
entities, inadequate capitalization, and disregard of corporate formalities. (Sonora
Diamond Corp. v Superior Court (2000) 83 Cal.App.4th 523, 538-39.)
Plaintiff pleads the following: At all times relevant to this action, Jolie was the
alter ego ofNouvel. Jolie held 100% of the membership interest in Nouvel from
the time of its formation to the time ofher purported sale to Tenute del Mondo.
Jolie formed Nouvel for the sole purpose of holding her shares in Quimicum, and
that and its shareholders loans to Quimicum, is all Nouvel held when she sold
Nouvel to Tenute del Mondo, as Jolie represented to Tenute del Mondo in the
Purchase Agreement by which Jolie effected the purported sale ofNouvel. (See
Purchase Agreement Jolie§ 3.5(a).) Jolie used Nouvel as a shell, instrumentality,
or conduit for her ownership interest in Quimicum. (SAC ,r 165)
Plaintiff has not pled facts demonstrating that inequity will result if Nouvel is
treated as the sole actor. Thus, the Court cannot find that Plaintiff has adequately
alleged alter ego such that Defendant Jolie can be held liable for Nouvel's breach
of the implied covenant of good faith and fair dealing.
The demurrer is SUSTAINED with leave to amend.
Fifth Cause of Action: Abuse of Rights under Article 6-1 of the Luxembourg
Civil Code
The Court agrees that, "(a]s the forum, California 'can only apply its own law."'
(Hurtado v. Superior Court, 11 Cal.3d 574, 581 (1974) (quoting Reich v. Purcell,
67 Cal.2d 551, 553 (1967)). And "even in cases involving foreign elements, the
court should be expected, as a matter of course, to apply the rule of decision found
'4:)
1...,) in the law of the forum." (Hurtado, 11 Cal.3d at 581.)
The Court is not inclined to recognize the cause of action. The demurrer is
SUSTAINED without leave to amend.
Sixth Cause of Action: Intentional Interference with Contract
Defendant demurs to the sixth cause of action in the SAC on the grounds that
Plaintiff fails to state facts sufficient to state a cause of action.
Exhibit A
Page 9 of 13
The elements for the tort of intentional interference with the performance of a
contract are: "(I) a valid contract between plaintiff and another party; (2)
defendant's knowledge of the contract; (3) defendant's intentional acts designed to
induce a breach or disruption of the contractual relationship; (4) actual breach or
disruption of the contractual relationship; and (5) resulting damage." (Asahi Kasei
Pharma Corporation v. Actelion Ltd. (2013) 222 Cal.App.4th 945, 958.)
Plaintiff alleges, in support of the cause of action, that [a]t all times relevant to this
action, the Quimicum Articles, including the Quimicum Transfer Restrictions,
constituted a valid and binding agreement between Mondo Bongo and Nouvel and
a valid and binding agreement between Mondo Bongo and Quimicum. Jolie was
aware of the Quimicum· Articles. Jolie intentionally engaged in actions designed to
induce a disruption of Mondo Bongo's contractual relationships with Nouvel and
Quimicum. In particular, Jolie purported to sell her interest in Quimicum, which
she held through her holding company Nouvel, to Tenute del Mondo, in
circumvention of the Quimicum Transfer Restrictions. For the purpose of
circumventing the Quimicum Transfer Restrictions-which expressly prohibited
selling Nouvel's shares in Quimicum to a third party without obtaining Mondo
Bongo's consent and providing Mondo Bongo the opportunity to buy those shares
on the same terms-Jolie and the Stoli Parties structured the purported sale of
Jolie's interest in Quimicum to Tenute del Mondo as a sale ofNouvel while
certifying in the Purchase Agreement effecting the purported sale that N ouvel' s
"only assets ... at closing" will be Nouvel's Quimicum shares and Nouvel's loans
to Quimicum. Purchase Agreement§ 3.S(a). In addition, the terms of the
Confidentiality Agreemects, Exclusivity Agreement, and Purchase Agreement all
reflect that Jolie and the Stoli Parties intended to keep their negotiations, including
the very fact of the negotiations, secret from Pitt and Mondo Bongo to facilitate the
disruption of Mondo Bongo's rights and to prevent Mondo Bongo from protecting
or exercising those rights. Jolie's actions did in fact disrupt Mondo Bongo's
contractual relationships with Nouvel and Quimicum. As a direct and proximate
result of Jolie's wrongful conduct, Mondo Bongo has suffered damages in an
amount to be proven at trial. (SAC ,r,r 193-197)
Defendant argues that Plaintiff fails to set forth facts demonstrating actual breach
or disruption of the contractual relationship.
Absent an actual breach, the plaintiff must plead that "plaintiffs performance is
made more costly or more burdensome." (Rincon Band ofLuiseno Mission Indians
etc. v. Flynt, 70 Cal.App.5th 1059, 1111 (2021)).
Exhibit A
Page 10 of 13
The Court agrees that the SAC is devoid of facts demonstrating that Defendant's
acts, in selling her interest in Quimicum to Tenute del Mondo, made the
performance of the Quimicum Articles more difficult or costly.
Eighth Cause of Action: Tortious Interference with Prospective Business

Relations
Defendant demurs to Plaintiffs eighth cause of action on the grounds that Plaintiff
fails to state facts sufficient to constitute a cause of action.
The elements for the tort of intentional interference with prospective economic
advantage are: "(I) an economic relationship between the plaintiff and some third
party, with the probability of future economic benefit to the plaintiff; (2) the
defendant's knowledge of the relationship; (3) intentional acts on the part of the
defendant designed to disrupt the relationship; (4) actual disruption of the
relationship; and (5) economic harm to the plaintiff proximately caused by the acts
of the defendant." (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th
1134, 1153.)
The SAC alleges as follows. At all times relevant to this action, consistent with the
long-term strategic vision of the Miraval business and brand, Pitt and Mondo
Bongo have had business relations with Chateau Miraval S.A., :Miraval Provence,
Familles Perrin, and Marc Perrin that are likely to yield future and continued
benefits to Pitt and Mondo Bongo. Through the joint venture between Chateau
Miraval S.A. and Familles Perrin, as well as through Pitt's endorsement agreement
with Miraval Provence, P.itt and Mondo Bongo have an expectation of continued
business relations with Chateau Miraval S.A., Miraval Provence, Familles Perrin,
and Perrin. Defendants knew of these business relations and the likelihood of
continued benefits to Pitt and Mondo Bongo. Defendants intentionally engaged in
actions designed to disrupt Pitt's and Mondo Bongo's continued business relations
with Chateau Miraval S.A., Miraval Provence, Familles Perrin, and Perrin.
Defendants did in fact disrupt Pitt's and Mondo Bongo's continued business
relationships with Chateau Miraval S.A., Miraval Provence, Familles Perrin, and
Perrin. In particular, Defendants caused, participated in, encouraged, and
facilitated Nouvel' s undergoing of a change of control in circumvention of the
Quimicum Articles. Defendants also have intentionally disrupted the long-term
business strategy of Pitt and Mondo Bongo, along with Chateau Miraval S.A.,
Miraval Provence, Famines Perrin, and Perrin, to develop and operate a family-
11
Exhibit A
Page 11 of 13
owned, family-operated French wine brand that is connected to Pitt's personal
image and celebrity, including through an endorsement agreement between Pitt and
Miraval Provence. Indeed, Defendants have sought to co-opt Pitt's well-earned
fame and stardom, and unfairly profit from the below-market rates at which Pitt
endorses Miraval, by covertly forcing Pitt and Mondo Bongo, along with Chateau
Miraval S.A., Miraval Provence, Familles Perrin, and Perri into a business
partnership with the Stoli Parties, whose Russia-affiliated spirits conglomerate is
contrary and harmful to the Miraval brand with which Pitt has associated himself,
as well as to the Miraval business. Jolie knew that the Stoli Parties would try to
interfere in the business Pitt built, which is tied to his image and name, and would
disrupt its successful strategy as a family owned and family-operated French
vineyard. As a direct and proximate result of Defendants' wrongful conduct, Pitt
and Mondo Bongo have suffered damages in an amount to be proven at trial. (SAC
,r,r 212-217)
In order to plead intentional interference with prospective economic advantage, a
plaintiff has to plead facts showing that Defendants engaged in an independently
wrongful act. (See Korea Supply Co., supra, 29 Cal.4th at 1158.) "An act is not
independently wrongful merely because defendant acted with an improper
motive." (Id.) " [A]n act is independently wrongful if it is unlawful, that is, if it is
proscribed by some constitutional, statutory, regulatory, common law, or other
determinable legal standard." (Id. at 1159.)
Plaintiffs allegations in support of the wrongful act are as follows. In the course of
disrupting Pitt's and Mondo Bongo's continued business relations with Chateau
Miraval S.A., Miraval Provence, Familles Perrin, and Perrin, Defendants engaged
in independently wrongful conduct by violating Article 6-1 of the Luxembourg
Civil Code. (SAC ,r 216)
As stated above, the Court is not inclined to recognize a cause of action for
violating Article 6-1 of the Luxembourg Civil Code. Thus, an independently
wrongful act has not been alleged. Further, facts showing economic harm to the
plaintiff proximately caused by the acts of the defendant have not been alleged.
Ninth Cause of Action: Constructive Trust
The weight of authority in California is that there is no cause of action for a

constructive trust. Under California law, "[a] constructive trust ... is an equitable
12
Exhibit A
Page 12 of 13
remedy, not a substantive claim for relief." (PCO, Inc. v. Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP, (2007) 150 Cal. App. 4th 384,398; Glue-
Fold, Inc. v. Slautterback Corp. 82 Cal. App. 4th 1018, 1023 (stating that a
constructive trust is not an independent cause of action).)
The demurrer is SUSTAINED without leave to amend.
Motion to Strike
Demurring Defendant moves to strike portions of the Second Amended Complaint,

specifically, page 54, Prayer for Relief, Subdivision I; '~attorneys' fees and".
It may be that Plaintiffs may be able to allege a basis for which attorneys' fees may
be awarded. The Court does not order the prayer for attorneys' fees at this time.
Plaintiffs are granted leave to file a Third Amended Complaint in 20 days.
Moving party Defendant Jolie is to give notice, and e-file proof of notice with the
Court.
Dated: March 8, 2024
Hon:-Lia Martin
Judge of the Superior Court
13
Exhibit A
Page 13 of 13
Exhibit B
Friday, May 31, 2024 at 15:11:59 Pacific Daylight Time
Subject: RE: Meet and Confer and Briefing Schedule

Date: Tuesday, May 14, 2024 at 12:01:04 PM Pacific Daylight Time
From: Moses, Jonathan M.
To: Paul Murphy
CC: Berlinski, John V. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.), Julia B.
Cherlow, Teachout, Brandon R. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow,
P.C.), Sophie Kosmacher, Fanxi Wang, Goodman, Adam L., Layden, Jessica L., Drivas, Ioannis D.,
Paula S. Yates, Daniel N. Csillag, Stella Chang, ChrisXna Garibay
Paul,
On your quesXon on the independently wrongful act, the court appears to have held in overruling Pi[ and
Mondo Bongo’s demurrer in part that foreign law violaXons could form a sufficient independent wrong for purposes
of a prospecXve economic advantage claim and allowed Nouvel’s claim premised on ArXcle 1240 of the French Civil
Code to proceed, even if the claim itself could not have independently been pursued per the Court’s previous ruling.
We see no reason why a different rule would apply to our prospecXve economic advantage claim in this ma[er. To
answer your other quesXon on this front, we advised on our call that all of the alleged wrongful acts, except that
alleged in paragraphs 260(a), applied to Ms. Jolie.
On your quesXon of whether specific performance applies to our tort claims, as you know the remedy we seek is
to undo the TransacXon so that Pi[/Mondo can buy Ms. Jolie's interest in Quimicum or, in the alternaXve, be
awarded damages. Our tort claims allege interference with contractual obligaXons. Given the Court's broad
equitable powers, it can fashion any appropriate remedy, including by ordering specific performance. See Shaw v.
L.A. Unified School Dist., 95 Cal.App.5th 740, 768 (2023) (“It is well established the judiciary possesses broad
discreXon in deciding the type of equitable relief to fit a case’s parXcular circumstances. This broad discreXon
includes a court’s power to grant a mandatory injuncXon.” (ciXng Ojavan Investors, Inc. v. California Coastal Com., 54
Cal. App. 4th 373, 394 (1997)). We think it is premature to cabin the opXons available to the Court to exercise those
powers, so we believe maintaining the remedy is appropriate under the circumstances presented here, and you have
presented no authority to the contrary.
Hope this is helpful. Of course, this is without limitaXon to any and all arguments we may make upon reviewing
your forthcoming demurrer.
Jon
-----Original Message-----
From: Paul Murphy <[email protected]>
--- - - --- - ------
Sent: Monday, May 13, 2024 1:48 PM
To: Moses, Jonathan M. <[email protected]>
Cc: Berlinski, John V. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.)
<[email protected]>; Julia B. Cherlow <[email protected]>; Teachout, Brandon R. (Bird, Marella,
Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.) <[email protected]>; Sophie Kosmacher
<[email protected]>; Fanxi Wang <[email protected]>; Goodman, Adam L.
<[email protected]>; Layden, Jessica L. <[email protected]>; Drivas, Ioannis D. <[email protected]>; Paula
S. Yates <[email protected]>; Daniel N. Csillag <[email protected]>;
. --- - ------ Stella Chang
<[email protected]>; ChrisXna Garibay <[email protected]>
• ----------
--- - ----------
**External Email-Use CauXon**
Jon:
I hope you had a nice weekend.
Page 1 of 11
Exhibit B
Page 1 of 11
Did you have an update for me regarding the outstanding issues that came up in our meet and confer? Off the top of
my head, I believe you were going to provide us authority for the proposiXon that specific performance is an
available remedy for plainXffs' tort claims and also confirm which independently wrongful acts plainXffs are alleging
against Ms. Jolie. You also implied that an independently wrongful act can include an act over which the court would
have no jurisdicXon. We have not been able to find any authority for that proposiXon either. If you have such
authority, we ask that you provide that as well.
Please let us know.
Paul Murphy
310.922.0051 m
From: Moses, Jonathan M. <[email protected]>
Sent: Saturday, April 27, 2024 1:18 PM
To: Paul Murphy <[email protected]>
--- - - --- - ------
S. Yates <[email protected]>; Daniel N. Csillag <[email protected]>;
• ----------
Stella Chang
----------
•
--- - ---- ------
Ok. Thanks.
- - - - - --- - ------
Sent: Saturday, April 27, 2024 3:41 PM
S. Yates <[email protected]>; Daniel N. Csillag <[email protected]>; Stella Chang
• ----------
• ---------- --- - ---- ------
Let's do Thursday at 11 am PT. If that works, we can use my dial-in:
310 899-3301
PW 8145211.
Paul Murphy
310.922.0051 m
From: Moses, Jonathan M. [mailto:[email protected]]
Page 2 of 11
Exhibit B
Page 2 of 11
Sent: Friday, April 26, 2024 4:30 PM
To: Paul Murphy
Cc: Berlinski, John V. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.); Julia B. Cherlow;
Teachout, Brandon R. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.); Sophie Kosmacher;
Fanxi Wang; Goodman, Adam L.; Layden, Jessica L.; Drivas, Ioannis D.; Paula S. Yates; Daniel N. Csillag; Stella Chang;
ChrisXna Garibay
Paul-Sorry to do this, but I now have a conflict for this slot. How about: Wednesday 3-4 pm PT or Thursday
somewhere in 10 a.m. to 1:30 pm PT.
- - - - - --- - ------
Sent: Wednesday, April 24, 2024 4:53 PM
• ----------
• ---------- --- - ---- ------
How about Tuesday, April 30, at 12:00 noon PT?
To: Paul Murphy
ChrisXna Garibay
Paul,
Unfortunately, I now have a conflict at that Xme. How's next week? Every day except Monday seems pre[y good for
me.
Jon
- - - - - --- - ------
• ----------
• ---------- --- - ---- ------
Page 3 of 11
Exhibit B
Page 3 of 11
Jon:
We will get you a draw sXpulaXon shortly, but I now have a conflict tomorrow at 9 am for our meet and confer. Is
Friday at noon PT sXll available?
Paul Murphy
310.922.0051 m
Sent: Monday, April 22, 2024 4:08 PM
To: Paul Murphy
ChrisXna Garibay
Subject: Re: Meet and Confer and Briefing Schedule
Thank you, Paul. Precisely right!

Jonathan Moses
On Apr 22, 2024, at 7:06 PM, Paul Murphy <[email protected]>

--- - - --- - ------ wrote:

Great, I’d prefer to work it out, and I think we are close. I have a three-week trial starXng September 16 that I expect
will go (and the judge has already stated that he is not moving the trial date under any circumstances). I can be
flexible with August dates to accommodate your vacaXon, but I can’t push it into September. Let’s talk tomorrow
morning (my Xme).
I hope I get this right: chag Pesach sameach!
Paul Murphy
310.922.0051 m
From: Moses, Jonathan M. <[email protected]>

To: Paul Murphy <[email protected]>;
--- - - --- - ------ Berlinski, John V. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks,
Lincenberg & Rhow, P.C.) <[email protected]>
Cc: Julia B. Cherlow <[email protected]>; Teachout, Brandon R. (Bird, Marella, Boxer, Wolpert, Nessim,
Drooks, Lincenberg & Rhow, P.C.) <[email protected]>; Sophie Kosmacher
• ----------
<[email protected]>;
• ----------
ChrisXna Garibay <[email protected]>
--- - ---- ------
Paul,
I’m about to go off line for the evening for the Passover holiday. If you want to work the below out, we can do so
tomorrow. If not and you plan to proceed with the ex parte, just let us know and we will respond awer you file.
Page 4 of 11
Exhibit B
Page 4 of 11
Jon
From: Moses, Jonathan M.

To: 'Paul Murphy' <[email protected]<mailto:[email protected]>>;
--- - - --- - ------ - - - - - --- - ------ Berlinski, John V. (Bird,
Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.)
<[email protected]<mailto:[email protected]>>
Cc: Julia B. Cherlow <[email protected]<mailto:[email protected]>>; Teachout, Brandon R. (Bird,
<[email protected]<mailto:[email protected]>>; Sophie Kosmacher
<[email protected]<mailto:[email protected]>>; Fanxi Wang
<[email protected]<mailto:[email protected]>>; Goodman, Adam L.
<[email protected]<mailto:[email protected]>>; Layden, Jessica L.
<[email protected]<mailto:[email protected]>>; Drivas, Ioannis D.
<[email protected]<mailto:[email protected]>>; Paula S. Yates
<[email protected]<mailto:[email protected]>>; Daniel N. Csillag
<[email protected]<mailto:[email protected]>>; Stella Chang
---------- • ----------
<[email protected]<mailto:[email protected]>>;
--- • ---------- ChrisXna Garibay
• ----------
- --- - --- - ------ - --- - --- - ------
Paul,
We disagree with everything you write below, but let’s see if we can work this out without burdening the court with
an ex parte. We will agree to move the hearing date to the week of August 12, but we think it’s fair that we split the
lost days on the briefing schedule so it doesn’t come out of only our Xme. If the Court cannot accommodate a date
in the prior week, then the hearing would be set at the earliest date available to the Court subsequent to the week of
August 19. We believe we can do this by joint sXpulaXon, rather than ex parte. Let us know if we can proceed this
way.
Jon
From: Paul Murphy <[email protected]<mailto:[email protected]>>

---- - --- - ------ --- - - ---- ------
To: Moses, Jonathan M. <[email protected]<mailto:[email protected]>>; Berlinski, John V. (Bird, Marella,
Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.)
---------- • ----------
- - - . ---------- ChrisXna Garibay
• ----------
- --- - --- - ------ - --- - --- - ------

Jon:
Page 5 of 11
Exhibit B
Page 5 of 11
We are extending a significant courtesy—ensuring that you have 8 weeks to respond to our demurrer. Our proposal
is more than reasonable and you should accept it.
As for prejudice to my client, every day that your client asserts baseless tort claims against her seeking puniXve
damages reflects a conXnuing harm to Ms. Jolie. We do not believe your client had a good faith basis to file these
claims and we expect the Court to again sustain Ms. Jolie’s demurrer to these causes of acXon, but this Xme, with
prejudice.
Finally, if the only issue is that you want to protect your vacaXon, then we will agree not to oppose any ex parte
request you file for an earlier hearing date, provide our filing date remains May 31, and we get two weeks to file our
reply.
Let me know if this works. Otherwise, we expect to give formal ex parte noXce later today.
Regards,
Paul Murphy
310.922.0051 m
From: Moses, Jonathan M. <[email protected]<mailto:[email protected]>>

Sent: Friday, April 19, 2024 4:05 PM
To: Paul Murphy <[email protected]<mailto:[email protected]>>;
--- - - --- - ------ --- - - --- - ------ Berlinski, John V. (Bird,
---------- • ----------
--- • ----------
ChrisXna Garibay
• ----------
- --- - --- - ------ - --- - --- - ------
Paul,
The 2025 hearing dates for other moXons, including we expect Nouvel and Tenute’s demurrers to our Third Amended
Complaint, are the reason you face no prejudice. Whether your demurrer is heard in 2024 or 2025, Ms. Jolie will sXll
be in the case which won’t be at issue unXl next year at the earliest. To be clear, I’d be fine with the hearing being
earlier than 2025. I’m just trying to protect my vacaXon the week of August 19. We would propose including in our
sXpulaXon se{ng the schedule a request that the Court set the hearing date on an agreed date awer that week, e.g.,
September 12, or the earliest date possible for the Court, as we have in similar contexts in the past.
So again, I’d like to try to work this out, and hope that we can. But I don’t understand why you would expect a
courtesy from us, if you decline to extend one to us. That doesn’t seem reasonable.
Jon
Page 6 of 11
Exhibit B
Page 6 of 11
- - - - - --- - ------ --- - - ---- ------
Sent: Thursday, April 18, 2024 8:47 PM
---------- • ----------
<[email protected]<mailto:[email protected]>>; ChrisXna Garibay
• ---------- --- • ----------
- --- - --- - ------ - --- - --- - ------

Jon:
The fact that the Court scheduled such a late date is just further evidence that we need to get our demurrer heard as
soon as possible and that we cannot give up the current August date. Moreover, the earliest hearing dates available
now are February 2025, but that is if we file in the next three days (which we are not in a posiXon to do). If we wait
to file unXl June 4, that date will certainly move to April or even May 2025. We are not willing to push the demurrer
that far out. We also think there is some benefit to the Court considering our demurrer closer in Xme to the two
demurrers she just considered.
And I don’t understand why you are trying to fault us for reserving a hearing date in advance. At the Xme we
reserved that date—awer the Court issued its tentaXve ruling on our first demurrer allowing leave to amend which
meant a second demurrer was all but inevitable—we had the absolute right to reserve a new date, and we did. To
the extent you are referencing the new rule regarding scheduling, that only applies prospecXvely, and any previously
reserved and paid-for hearing dates remain valid. This is true for all cases in LASC, not just this one.
In any event, our proposed schedule is more than fair, and we do not believe the Court will be sympatheXc to your
refusal to give us what amounts to a 30-day extension. Nonetheless, we interpret your email below as rejecXng this
revised proposal too. If I am wrong (and I hope I am), please let me know. Otherwise, we expect to go in ex parte
early next week. Formal noXce to come.
Regards,
Paul Murphy
310.922.0051 m

Page 7 of 11
Exhibit B
Page 7 of 11
---------- • ----------
Stella Chang
• ---------- - - - . ---------- ChrisXna Garibay
- --- - --- - ------ - --- - --- - ------
Paul,
The Court just conXnued the dates on the Perrin parXes’ moXons to quash unXl September 2025. You have taken the
posiXon that you oppose bifurcaXon. Are you changing your posiXon? If not, then I can’t see how you are prejudiced
in any way (nor would trial be set before February 2025 in any event). Otherwise, we can proceed per code and you
can file your opening brief on May 8. We will oppose any ex parte, explain to the Court how you are insisXng on
using a date that you reserved and held on to for months even though you had no moXon pending, and seek a
conXnuance of that date. I’d ask you to reconsider.
Jon

---- - --- - ------ --- - - ---- ------
---------- • ----------
• ----------
- --- - --- - ------ - --- - --- - ------

Jon:
We checked and the next available date for a demurrer is not unXl February 2025. While I try to accommodate
vacaXon schedules, we are not willing to wait that long for our demurrer, and I note that you have repeatedly stated
to the us and the Court that you would like to get a trial date. We are not going to get a trial date unXl the case is at
issue, so we need to get these demurrers resolved.
I also note that the issues raised in our anXcipated demurrer have already been briefed once, and giving both sides
approximately two months to file their primary briefs seems more than reasonable under the circumstances.
Page 8 of 11
Exhibit B
Page 8 of 11
Nevertheless, to try to give you some addiXonal Xme and address your concern about an unequal allocaXon of
addiXonal Xme, we propose the following modified schedule:
1. We will file by May 31. This gives us a total of 53 days.

2. You can have unXl July 30. This will give you 60 total days.
3. We will then file per code on August 13, which will give us a total of 14 days.
In total, we will end up with 30 addiXonal days to brief the issues, as will you. That should resolve your concern that
our first proposed schedule gave us slightly more addiXonal Xme than you (although there was a good reason for it—
we not only have to file an opening brief, but a separate reply brief as well).
If our revised proposal is not acceptable, we will move ex parte to request that the Court impose this same briefing
schedule or, in the alternaXve, give us 30 more days to file our demurrer.
Let me know. Also, 4/25 at 9am/12pm works for us.
Regards,
Paul Murphy
310.922.0051 m

---------- • ----------
- - - . ---------- ChrisXna Garibay
• ----------
- --- - --- - ------ - --- - --- - ------
Paul,
We are available to meet and confer next week on the demurrer. How about: 4/25 9-10 am PT or 4/26 12-3 pm
PT. We could also make some Xmes work on 4/23 or 4/24 but it’s not ideal as Adam can’t join.
We are, of course, happy to work out an acceptable briefing schedule, but August 20 for the hearing date does not
work for me as I have a vacaXon scheduled that week. The schedule you proposed also gives you more Xme on both
your opening and reply briefs than you would otherwise have, and us less Xme on our opposiXon than we would
otherwise have. How about June 4 for your opening brief, August 15 for our opposiXon and September 30 for your
reply with an agreement that the hearing will not be earlier than November?
Regards,
Jon
Page 9 of 11
Exhibit B
Page 9 of 11
---- - --- - ------ --- - - ---- ------
To: Berlinski, John V. (Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C.)
<[email protected]<mailto:[email protected]>>; Moses, Jonathan M.
---------- • ----------
• ----------
- --- - --- - ------ - --- - --- - ------
Subject: Meet and Confer and Briefing Schedule
Importance: High

John:
As I am sure you anXcipated, we will be demurring and moving to strike various causes of acXon and/or allegaXons in
the Third Amended Complaint. We’d like to set up a Xme in the next week to meet and confer regarding these
issues. Please suggest a couple of dates and Xmes and we will try to make one work.
On a related note, we have reserved August 20, 2024 for the demurrer. Since our reservaXon was made before the
rule change, we understand that the date is sXll reserved, although we can also try to get a new date once we are
ready to file.
Assuming we are unable to resolve our differences through the meet and confer process, we propose that the parXes
keep the August 20 date and sXpulate to the following briefing schedule:
1. Opening briefs: June 4, 2024.

2. OpposiXons: July 30, 2024
3. Replies: August 13, 2024
Please let us know by close of business tomorrow if this proposal is acceptable. If it is, we will circulate a sXp and
order for your review.
We look forward to your prompt response. Thanks.
Paul Murphy
<h[ps://urldefense.com/v3/__h[ps:/www.murphyrosen.com/__;!!JHVTxvw!ldfCK3Td6MmfS38NLn_J0Crey9Nyn0Yp
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<image001.jpg>
100 Wilshire
Page 10 of 11
Exhibit B
Page 10 of 11
Boulevard<h[ps://urldefense.com/v3/__h[ps:/www.google.com/maps/place/100*Wilshire*Blvd,*Santa*Monica,*C
A*90401/@34.016842,-118.500612,14z/data=!4m5!3m4!1s0x80c2a4c5ae8175ab:0x67043c961262345b!8m2!3d34.
0168418!4d-118.5006119?hl=en-
US__;KysrKysr!!JHVTxvw!ldfCK3Td6MmfS38NLn_J0Crey9Nyn0Ypoc_a7e0gSzLO8gNBrt333W_I_7rF7B42cmgF6o7-
i€er6q9dQ$>
Suite
1300<h[ps://urldefense.com/v3/__h[ps:/www.google.com/maps/place/100*Wilshire*Blvd,*Santa*Monica,*CA*90
401/@34.016842,-118.500612,14z/data=!4m5!3m4!1s0x80c2a4c5ae8175ab:0x67043c961262345b!8m2!3d34.0168
418!4d-118.5006119?hl=en-
i€er6q9dQ$>
Santa Monica, CA
90401<h[ps://urldefense.com/v3/__h[ps:/www.google.com/maps/place/100*Wilshire*Blvd,*Santa*Monica,*CA*9
0401/@34.016842,-118.500612,14z/data=!4m5!3m4!1s0x80c2a4c5ae8175ab:0x67043c961262345b!8m2!3d34.016
8418!4d-118.5006119?hl=en-
i€er6q9dQ$>
310.899.3300 o
310.922.0051 m
[email protected]<mailto:[email protected]>
--- - - --- - ------ - - - - - --- - ------
<h[ps://urldefense.com/v3/__h[ps:/www.murphyrosen.com/a[orneys/paul-d-
-----------------
murphy/__;!!JHVTxvw!ldfCK3Td6MmfS38NLn_J0Crey9Nyn0Ypoc_a7e0gSzLO8gNBrt333W_I_7rF7B42cmgF6o7-
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-------------------
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<image004.png>
=================================================
Please be advised that this transmi[al may be a confidenXal a[orney-client communicaXon or may otherwise be
privileged or confidenXal. If you are not the intended recipient, please do not read, copy or re-transmit this
communicaXon. If you have received this communicaXon in error, please noXfy us by e-mail
([email protected]<mailto:[email protected]>) or by telephone (call us collect at 212-403-4357) and delete this
message and any a[achments.
Thank you in advance for your cooperaXon and assistance.

=================================================
Page 11 of 11
Exhibit B
Page 11 of 11
1 PROOF OF SERVICE
2 I, Christina M. Garibay, declare:
3 I am employed in the County of Los Angeles, State of California. I am over the age of
18 and not a party to this action. My business address is 100 Wilshire Boulevard, Suite 1300,
4 Santa Monica, California 90401-1142, (310) 899-3300.
5 On June 4, 2024, I served the document(s) described as DEFENDANT AND CROSS-
COMPLAINANT ANGELINA JOLIE’S NOTICE OF DEMURRER AND DEMURRER
6 TO THIRD AMENDED COMPLAINT; MEMORANDUM OF POINTS AND
AUTHORITIES; DECLARATION OF PAUL D. MURPHY; EXHIBITS on the interested
7 parties in this action:
8
SEE ATTACHED SERVICE LIST
9
10 BY ELECTRONIC SERVICE: I caused the above-document(s) to be served via the Los

Angeles Superior Court’s electronic service provider, One Legal.
11
BY E-MAIL: Based on a court order or an agreement of the parties to accept service by
12 e-mail or electronic transmission, I caused the documents to be sent to the persons at the email
addresses listed above or on the attached service list. I did not receive within a reasonable time
13 after the transmission, any electronic message or other indication that the transmission was
MURPHY ROSEN LLP
unsuccessful.
14
[State] I declare under penalty of perjury under the laws of the State of California that
15 the above is true and correct.
16 Executed on June 4, 2024, at Santa Monica, California.
17
18 Christina M. Garibay
19
20
21
22
23
24
25
26
27
28

PROOF OF SERVICE
1 SERVICE LIST
2 William B. Pitt, et al. v. Angelina Jolie, et al.
Los Angeles Superior Court Case No. 22STCV06081
3
John V. Berlinski Attorneys for Plaintiffs and Cross-
4 Julie B. Cherlow Defendants William B. Pitt, Mondo Bongo,
Brandon R. Teachout LLC and Cross-Defendant Warren Grant
5 Rebecca Attarson
BIRD MARELLA RHOW LICENBERG
6
DROOKS & NESSIM LLP
7 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
8 T: (310) 201-2100 F: (310) 201-2110
[email protected]
9 [email protected]
[email protected]
10 [email protected]
[email protected]
[email protected]
Attorneys for Cross-Defendants Roland

13 Jonathan Moses Venturini and Gary Bradbury appearing

MURPHY ROSEN LLP
Adam L. Goodman specially to challenge jurisdiction

14 Jessica L. Layden
Ioannis D. Drivas
15 WACHTELL, LIPTON, ROSEN & KATZ
16 51 West 52nd Street
New York, NY 10019
17 T: (212) 403-1000 F: (212) 403-2000
[email protected]
[email protected]
19
[email protected]
20 Attorneys for Cross-Defendants Roland
Laura W. Brill Venturini and Gary Bradbury appearing
21 Matthew P. Bernstein specially to challenge jurisdiction
Daniel Barlava
22 KENDALL BRILL & KELLY LLP
10100 Santa Monica Blvd., Suite 1725
23
Los Angeles, CA 90067
24 Telephone: (310) 556-2700
[email protected]
[email protected]
26
27
28

PROOF OF SERVICE
1 S. Gale Dick Attorneys appearing specially to challenge
Phoebe King jurisdiction on behalf of Cross-Defendants
2 Randall Bryer Marc-Olivier Perrin, SAS Miraval
COHEN & GRESSER Provence, and SAS Familles Perrin
3 800 Third Ave.
4 New York, NY 10022
[email protected]
5 [email protected]
[email protected]
6 Attorneys for Defendant and Cross-
Joe H. Tuffaha Complainant Nouvel, LLC and appearing
7 Prashanth Chennakesavan specially to challenge jurisdiction on
behalf of Defendant Tenute del Mondo
8 LTL ATTORNEYS LLP B.V., SPI Group Holding, Ltd., Yuri
300 South Grand Avenue Suite 1400 Shelfer and Alexey Oliynik
9 Los Angeles, CA 90071
T: (213) 612-8900 F: (213) 612-3773
[email protected]
11
Attorneys for Defendant and Cross-
12 Keith R. Hummel Complainant Nouvel, LLC and appearing
Justin C. Clarke specially to challenge jurisdiction on

13 Jonathan Mooney behalf of Defendant Tenute del Mondo

MURPHY ROSEN LLP
CRAVATH SWAINE AND MOORE LLP B.V., SPI Group Holding, Ltd., Yuri
14 825 Eighth Avenue Shelfer and Alexey Oliynik
New York, NY 10019
15 T: (212) 474-1000 F: (212) 474-3700
[email protected]
[email protected]
17
Attorneys appearing specially to challenge
18 Mark T. Drooks jurisdiction on behalf of Cross-Defendants
Debbie Throckmorton Marc-Olivier Perrin, SAS Miraval
19 Assistant to Mark Drooks Provence, and SAS Familles Perrin
BIRD MARELLA, BOXER, WOLPERT,
20 NESSIM, DROOKS, LINCENBERG &
RHOW, P.C.
21
1875 Century Park East, Suite 2300
22 Los Angeles, CA 90067
Tel: (310) 201-2100
23 Fax: (310) 201-2110
[email protected]
25
26
27
28

PROOF OF SERVICE
Journal Technologies Court Portal
Court Reservation Receipt

Reservation
Reservation ID: Status:
075879145722 RESERVED
Reservation Type: Number of Motions:

Demurrer- with Motion to Strike (CCP 430.10) 1
Case Number: Case Title:
22STCV06081 WILLIAM B. PITT, et al. vs ANGELINA JOLIE, et al.
Filing Party: Location:

Angelina Jolie (Defendant) Stanley Mosk Courthouse - Department 16
Date/Time: Confirmation Code:

August 20th 2024, 9:00AM CR-WONIB9FW2TCSR4NZV
Fees
Description Fee Qty Amount
Demurrer - with Motion to Strike (CCP 430.10) 120.00 1 120.00
Credit Card Percentage Fee (2.75%) 3.30 1 3.30
TOTAL $123.30
Payment
Amount: Type:
$123.30 MasterCard
Account Number: Authorization:

XXXX8959 70193P
Payment Date:
2023-11-15
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1 PAUL D. MURPHY (State Bar No.

7 Attorneys for Defendant and

12 WILLIAM B. PITT, an individual, and Case No. 22STCV06081

MONDO BONGO, LLC, a California

13 limited liability company, [Hon. Lia Martin]

19 [Filed Concurrently with Notice of Lodging of

21 Date: August 20, 2024

23 Reservation ID: 075879145722

PRINTED ON RECYCLED PAPER

-2- PRINTED ON RECYCLED PAPER

22 DATED: May 31, 2024 MURPHY ROSEN LLP

-3- PRINTED ON RECYCLED PAPER

C. Plaintiffs’ Interference With Prospective Business Relations Claim Fails. .................. 16

-4- PRINTED ON RECYCLED PAPER

6 Asahi Kasei Pharma Corp. v. Actelion Ltd.,

13 87 Cal.App.5th 389 (2022) .................................................................................................... 12

14 Drink Tank Ventures LLC v. Al Bottles,

16 George v. eBay, Inc.,

-5- PRINTED ON RECYCLED PAPER

6 Rincon Band of Luiseño Mission Indians etc. v. Flynt,

11 Sonora Diamond Corp. v. Superior Court,

Washington Mutual Bank v. Superior Court,

13 24 Cal.4th 906 (2001) ...................................................................................................... 19, 20

-6- PRINTED ON RECYCLED PAPER

-7- PRINTED ON RECYCLED PAPER

-8- PRINTED ON RECYCLED PAPER

13 shareholders unless shareholders representing at least three-quarters of the corporate share

-9- PRINTED ON RECYCLED PAPER

14 “[W]hen the corporate form is used to perpetrate a fraud, circumvent a statute, or

-10- PRINTED ON RECYCLED PAPER

-11- PRINTED ON RECYCLED PAPER

-12- PRINTED ON RECYCLED PAPER

10 cannot constitute a breach of the covenant as a matter of law.

22 resolved at the pleadings stage. Id. at *16.

23 In analyzing restrictions on the transfer of an “interest,” the Mieuli court distinguished

-14- PRINTED ON RECYCLED PAPER

-15- PRINTED ON RECYCLED PAPER

14 litigation privilege. Civil Code § 47(b).

-16- PRINTED ON RECYCLED PAPER

-17- PRINTED ON RECYCLED PAPER

-18- PRINTED ON RECYCLED PAPER

-19- PRINTED ON RECYCLED PAPER

-20- PRINTED ON RECYCLED PAPER

-21- PRINTED ON RECYCLED PAPER

-1- PRINTED ON RECYCLED PAPER

SUPERIOR COURT OF CALIFORNIA

WILLIAM.B. PITT, an individual, et al., Case No.: 22STCV06081

Defendants. Hearing Date: December 11, 2023

TO PLAINTIFFS WILLIAM B. PITT, MONDO BONGO, LLC, PLAINTIFFS'

Request for Judicial Notice

"Although 'standard practice' permits parties to join each other's arguments,

Demurrer to Second Amended Complaint

Meet and Confer

Before filing a demurrer or a motion to strike, the demurring or moving party is

First Cause of Action: Breach of Implied-in-Fact Contract

Here, Plaintiff has adequately pied the existence of an implied-in-fact contract

The demurrer is OVERRULED.

Second Cause of Action: Breach of Quasi-Contract

Generally, a "statute of limitations begins to run when the plaintiff suspects or

The demurrer is OVERRULED.

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