Angelina Jolie'S Notice of Demurrer and Demurrer To Second Amended Complaint

1 PAUL D. MURPHY (State Bar No.
159556)
pmurphy@murphyrosen.com
2 DANIEL N. CSILLAG (State Bar No. 266773)
dcsillag@murphyrosen.com
3 MURPHY ROSEN LLP
100 Wilshire Boulevard, Suite 1300
4 Santa Monica, California 90401-1142
Telephone: (310) 899-3300
5 Facsimile: (310) 399-7201
6 Attorneys for Defendant and

Cross-Complainant Angelina Jolie
7
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF LOS ANGELES – STANLEY MOSK COURTHOUSE
10
11 WILLIAM B. PITT, an individual, and Case No. 22STCV06081

MONDO BONGO, LLC, a California [Hon. Lia Martin, Dept. 16]
12
TELEPHONE 310-899-3300; FACSIMILE 310-399-7201
limited liability company,

DEFENDANT AND CROSS-COMPLAINANT
100 WILSHIRE BOULEVARD, SUITE 1300
13 ANGELINA JOLIE’S NOTICE OF

MURPHY ROSEN LLP
SANTA MONICA, CA 90401-1142
Plaintiffs,
DEMURRER AND DEMURRER TO SECOND
14 AMENDED COMPLAINT; MEMORANDUM
v. OF POINTS AND AUTHORITIES;
15 DECLARATION OF PAUL D. MURPHY;
ANGELINA JOLIE, an individual, and EXHIBIT
16
NOUVEL, LLC, a California limited
liability company, [Filed concurrently with Request for Judicial
17 Notice; Motion to Strike]
18 Defendants. Date: November 15, 2023
Time: 8:30 a.m.
19 Dept: 16
20 Reservation ID: 269966417033
21
22
23
24
25
26
27
28
PRINTED ON RECYCLED PAPER

ANGELINA JOLIE’S NOTICE OF DEMURRER AND DEMURRER TO SECOND AMENDED COMPLAINT
1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
2 PLEASE TAKE NOTICE that on November 15, 2023, at 8:30 a.m. or as soon
3 thereafter as this matter may be heard in Department 16 of the Los Angeles Superior Court,
4 located at 111 North Hill Street, Los Angeles, CA 90012, Defendant and Cross-Complainant
5 Angelina Jolie (“Jolie”) will and hereby does demur to the Second Amended Complaint
6 (“SAC”) filed by Plaintiffs and Cross-Defendants William B. Pitt and Mondo Bongo, LLC
7 (“Plaintiffs”).
8 This demurrer is made pursuant to California Code of Civil Procedure section 430.10(e)
9 on the grounds that the SAC fails to state facts sufficient to constitute any cause of action
10 against Jolie. This demurrer is made after a good faith conference of counsel that took place on
11 August 10, 2023, pursuant to Code of Civil Procedure section 430.41. (Declaration of Paul D.
12 Murphy at ¶¶ 2-3.)
13 This motion is based on this Notice of Demurrer and Demurrer, the attached
MURPHY ROSEN LLP
14 Memorandum of Points and Authorities, the attached Declaration of Paul D. Murphy with
15 attached exhibit, the accompanying Request for Judicial Notice and attached exhibits, the
16 records and pleadings on file in this action, and on such other and further argument and
17 evidence as may be presented at or before the hearing on this matter.
18
19 DATED: August 21, 2023 MURPHY ROSEN LLP

20
21 By:
Paul D. Murphy
22 Daniel N. Csillag
Attorneys for Defendant and
23 Cross-Complainant Angelina Jolie
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 Angelin Jolie (“Jolie”) hereby demurs to Plaintiffs and Cross-Defendant William B. Pitt (“Pitt”)
4 and Mondo Bongo, LLC’s (“Mondo Bongo”) (collectively “Plaintiffs”) Second Amended
5 Complaint (“SAC”) as follows:
6 DEMURRER TO FIRST CAUSE OF ACTION
7 1. Jolie demurs to Pitt’s First Cause of Action pursuant to section 430.10(e) of the
8 California Code of Civil Procedure on the grounds that Pitt fails to state facts sufficient to
9 constitute a cause of action.
10 2. Further, Pitt’s First Cause of Action is barred by the Statute of Frauds, Civil
11 Code section 1624(a)(3) and California Code of Civil Procedure section 1971.
12 DEMURRER TO SECOND CAUSE OF ACTION
13 3. Jolie demurs to Pitt’s Second Cause of Action pursuant to section 430.10(e) of

MURPHY ROSEN LLP
14 the California Code of Civil Procedure on the grounds that Pitt fails to state facts sufficient to
15 constitute a cause of action.
16 4. Further, Pitt’s Second Cause of Action is barred by the Statute of Frauds, Civil
17 Code section 1624(a)(3) and California Code of Civil Procedure section 1971.
18 5. Pitt’s Second Cause of Action is also barred by the statute of limitations, Code of
19 Civil Procedure section 339(1).
20 DEMURRER TO THIRD CAUSE OF ACTION
21 6. Jolie demurs to Mondo Bongo’s Third Cause of Action pursuant to section
22 430.10(e) of the California Code of Civil Procedure on the grounds that Pitt fails to state facts
23 sufficient to constitute a cause of action.
24 DEMURRER TO FIFTH CAUSE OF ACTION
25 7. Jolie demurs to Mondo Bongo’s Fifth Cause of Action pursuant to section
26 430.10(e) of the California Code of Civil Procedure on the grounds that Mondo Bongo fails to
27 state facts sufficient to constitute a cause of action.
28

1 DEMURRER TO SIXTH CAUSE OF ACTION
2 8. Jolie demurs to Mondo Bongo’s Sixth Cause of Action pursuant to section
3 430.10(e) of the California Code of Civil Procedure on the grounds that Mondo Bongo fails to
4 state facts sufficient to constitute a cause of action.
5 DEMURRER TO EIGHTH CAUSE OF ACTION
6 9. Jolie demurs to Plaintiffs’ Eighth Cause of Action pursuant to section 430.10(e)
7 of the California Code of Civil Procedure on the grounds that Plaintiffs fail to state facts
9 DEMURRER TO NINTH CAUSE OF ACTION
10 10. Jolie demurs to Plaintiffs’ Ninth Cause of Action pursuant to section 430.10(e)
11 of the California Code of Civil Procedure on the grounds that Plaintiffs fail to state facts
13
MURPHY ROSEN LLP

15
16 By:
Paul D. Murphy
17 Daniel N. Csillag
Attorneys for Defendant and
18 Cross-Complainant Angelina Jolie
19
20
21
22
23
24
25
26
27
28

1 TABLE OF CONTENTS
2
I. INTRODUCTION .................................................................................................................... 9
3
II. RELEVANT FACTUAL BACKGROUND .......................................................................... 10
4
A. Chateau Miraval And The Alleged Implied Agreement ................................................. 10
5
B. Relevant Corporate Structure. ......................................................................................... 11
6
C. The Quimicum Articles Of Association .......................................................................... 11
7
D. The 10% Transfer Of Quimicum Shares......................................................................... 11
8
III. LEGAL ARGUMENT .......................................................................................................... 12
9
A. Pitt’s Implied-In-Fact Contract Claim Fails As A Matter Of Law ................................. 12
10
1. The SAC Fails to Allege a Contract ......................................................................... 12
11
2. The Statute of Frauds Bars Pitt’s Implied Contract Claim ....................................... 16
12
B. Pitt’s Quasi-Contract Claim Fails As A Matter Of Law ................................................. 18

13
MURPHY ROSEN LLP
1. Pitt Fails to Allege Unjust Enrichment..................................................................... 19

14
2. Pitt’s Quasi-Contract Claim also Is Time Barred ..................................................... 20
15
C. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law. .......................... 21
16
1. Mondo Bongo’s Alter Ego Allegations Fail as a Matter of Law ............................. 21
17
2. Mondo Bongo’s Implied Covenant Claim Fails on the Merits ................................ 22
18
D. Mondo Bongo’s Claim Under Luxembourgish Law Fails As A Matter Of Law ........... 23
19
E. Mondo Bongo’s Interference With Contract Claim Fails As A Matter Of Law. ............ 24
20
F. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails ................. 24
21
G. Plaintiffs’ Constructive Trust Claim Fails As A Matter Of Law. ................................... 26
22
23
24
25
26
27
28

1 TABLE OF AUTHORITIES
2
3 Cases Page(s)
4 Avidity Partners, LLC v. State of Cal.,
5 221 Cal.App.4th 1180 (2013) ................................................................................................ 22
6 Estate of Baglione,
65 Cal.2d 192 (1966) ....................................................................................................... 16, 17
7
Barnett v. Fireman’s Fund Ins. Co.,
8 90 Cal.App.4th 500 (2001) .................................................................................................... 12
9 Beard v. Melvin,
10 60 Cal.App.2d 421 (1943) ..................................................................................................... 19
11 Cazaurang v. Carrey,
117 Cal.App. 511 (1931) ....................................................................................................... 16
12
City of Oakland v. Oakland Raiders,

13 83 Cal.App.5th 458 (2022) .............................................................................................. 19, 20

MURPHY ROSEN LLP
14 Communist Party v. 522 Valencia, Inc.,

35 Cal.App.4th 980 (1995) .................................................................................................... 26
15
16 Davis v. Nadrich,
174 Cal.App.4th 1 (2009) ...................................................................................................... 24
17
DeLeon v. Verizon Wireless, LLC,
18 207 Cal.App.4th 800 (2012) .................................................................................................. 13
19 Drink Tank Ventures LLC v. Al Bottles,
71 Cal.App.5th 528 (2021) .................................................................................................... 25
20
Dryden v. Tri-Valley Growers,
21
65 Cal.App.3d 990 (1977) ..................................................................................................... 12
22
Friedman v. Friedman,
23 20 Cal.App.4th 878 (1993) .................................................................................................... 14
24 George v. eBay, Inc.,

71 Cal.App.5th 620 (2021) .................................................................................................... 24
25
Guz v. Bechtel National, Inc.,
26
24 Cal.4th 317 (2000) ............................................................................................................ 23
27
Hurtado v. Superior Court,
28 11 Cal.3d 574 (1974) ............................................................................................................. 23

1 Huskinson & Brown v. Wolf,
32 Cal.4th 453 (2004) ............................................................................................................ 18
2
Ixchel Pharma, LLC v. Biogen, Inc.,
3 9 Cal.5th 1130 (2020) ............................................................................................................ 24
4
Jones v. Wachovia Bank,
5 230 Cal.App.4th 935 (2014) .................................................................................................. 17
6 Kamen v. Lindley,
94 Cal.App.4th 197 (2001) .................................................................................................... 12
7
Korea Supply Co. v. Lockheed Martin Corp.,
8 29 Cal.4th 1134 (2003) .................................................................................................... 25, 26
9
Lazzarevich v. Lazzarevich,
10 88 Cal.App.2d 708 (1948) ..................................................................................................... 20
11 Leek v. Cooper,
194 Cal.App.4th 399 (2011) .................................................................................................. 21
12
Levy v. Only Cremations For Pets, Inc.,

13 57 Cal.App.5th 203 (2020) .......................................................................................... 9, 13, 14

MURPHY ROSEN LLP
14 McBride v. Bougton,
15 123 Cal.App.4th 379 (2004) .................................................................................................. 18
16 Monarco v. Lo Greco,
35 Cal.2d 621 (1950) ............................................................................................................. 17
17
Nygard, Inc. v. Uusi-Kerttula,
18 159 Cal.App.4th 1027 (2008) ................................................................................................ 24
19 Racine & Laramie, Ltd. v. Dept. of Parks & Rec.,
11 Cal.App.4th 1026 (1992) .................................................................................................. 22
20
21 Rincon Band of Luiseño Mission Indians etc. v. Flynt,

70 Cal.App.5th 1059 (2021) .................................................................................................. 24
22
Rossberg v. Bank of Am., N.A.,
23 219 Cal.App.4th 1481 (2013) ................................................................................................ 16
24 Roy Allan Slurry Seal, Inc. v. American Asphalt South, Inc.,
2 Cal.5th 505 (2017) .............................................................................................................. 25
25
26 Smyth v. Berman,
31 Cal.App.5th 183 (2019) .............................................................................................. 12, 16
27
Sole Energy Co. v. Petrominerals Corp.,
28 128 Cal.App.4th 212 (2005) .................................................................................................. 26

1 Sonora Diamond Corp. v. Superior Court,
83 Cal.App.4th 523 (2000) .................................................................................................... 21
2
Tukes v. Richard,
3 81 Cal.App.5th 1 (2022) ........................................................................................................ 19
4
Unilab Corp. v. Angeles-IPA,
5 244 Cal.App.4th 622 (2016) .................................................................................................. 18
6 Washington Mutual Bank v. Superior Court,

24 Cal.4th 906 (2001) ............................................................................................................ 23
7
Westside Est. Agy. v. Randall,
8 6 Cal.App.5th 317 (2016) ...................................................................................................... 16
9
Zenith Ins. Co. v. O’Connor,
10 148 Cal.App.4th 998 (2007) .................................................................................................. 13
11 Statutes
12 California Code of Civil Procedure § 339(1) ........................................................................... 3, 20

13 California Code of Civil Procedure § 430.10 ................................................................................ 3

MURPHY ROSEN LLP
14 California Code of Civil Procedure § 430.10(e) .................................................................... 2, 3, 4

15 California Code of Civil Procedure § 430.41 ................................................................................ 2
16
California Code of Civil Procedure § 1621 ................................................................................. 12
17
California Code of Civil Procedure § 1624(a)(3) .................................................................... 3, 16
18
California Code of Civil Procedure § 1971 ....................................................................... 3, 10, 16
19
California Corporation Code § 17703.04(a)(1) ........................................................................... 21
20
California Corporation Code § 17703.04(a)(2) ........................................................................... 22
21
California Corporation Code § 17704.01(a) ................................................................................ 21
22
23
24
25
26
27
28

1 I. INTRODUCTION
2 In plaintiffs William B. Pitt and Mondo Bongo, LLC’s First Amended Complaint
3 (“FAC”), they alleged that in 2008, when Pitt and defendant Angelina Jolie purchased their
4 family home and winery, Chateau Miraval, the couple agreed they would never sell their
5 respective interests in that property without the other’s consent. (RJN, Exh. F, FAC ¶1.) Pitt
6 did not allege a writing memorializing this purported agreement. He did not even allege an oral
7 agreement. Instead, Pitt posited that, through conduct alone, he and Jolie somehow understood
8 that Jolie granted him the specific right to consent to or veto—regardless of whether they
9 remained a couple—any attempt by Jolie to sell her interest in the home to anyone else.
10 After Jolie demurred to the FAC, Plaintiffs again amended their complaint hoping to fix
11 the substantial deficiencies Jolie’s demurrer identified. But Pitt’s allegations went from bad to
12 worse. In the Second Amended Complaint (“SAC”), Pitt concedes that in 2008, before
13 purchasing Miraval, he specifically discussed with his business manager whether to enter a
MURPHY ROSEN LLP
14 contract with Jolie outlining their rights over the property if they separated, including a “buy /
15 sell agreement” detailing how the parties could sell their interests in the property. (SAC ¶ 47.)
16 Pitt expressly rejected any such agreement “based on his belief that a written agreement
17 predetermining the precise terms of a future sale of the couple’s family home and family
18 business was not ‘necessary for two reasonable people’ in a long-term relationship.” (Id.; see
19 also RJN, Exh. A at 1.)1 Just days before the Miraval purchase, Pitt specifically communicated
20 this rejection to Jolie. (Id.) Despite his rejection of “precise terms,” Pitt now seeks to impose on
21 Jolie exactly what he rejected—a precise contractual right to control Jolie’s property.
22 Hornbook California law dictates that an implied-in-fact contract is created only through
23 conduct that amounts to “mutual assent”—an “objective standard applied to the outward
24 manifestations or expressions of the parties.” Levy v. Only Cremations For Pets, Inc., 57
25 Cal.App.5th 203, 211 (2020). To be enforceable, the “plaintiff must be aware of some conduct
26 by defendant which could have been understood to be an offer.” Id. Far from offer and
27 acceptance, however, Plaintiffs’ SAC alleges an unequivocal rejection. (SAC ¶47.) While Pitt
28
1
All emphasis in quotations is added unless stated otherwise.
1 alleges later conduct—jointly purchasing Miraval, getting married, Pitt investing more than Jolie
2 did, etc. (SAC ¶151)—most of that conduct occurred years after the alleged implied contract was
3 formed and concerns Pitt’s actions, not Jolie’s. None of it objectively manifests Jolie’s intent to
4 offer Pitt the specific, everlasting consent right he now conveniently claims to own. To the
5 contrary, Pitt’s written rejection forecloses his “implied” contract theory because he has not and
6 cannot allege conduct that objectively rebuts that rejection.
7 Pitt’s alleged contract is also barred by the Statute of Frauds. Miraval was their family
8 home and vineyard—real property—and Pitt’s alleged consent right is a direct interest in Jolie’s
9 real property. Only a signed writing can grant such a right. Civ. Code §1624 (a)(3); C.C.P.
10 §1971. Because Pitt has not alleged a written agreement, the Statute of Frauds bars his claim.
11 Plaintiffs also set forth various additional claims against Jolie, plus a claim under
12 Luxembourgish law, but these claims also fail as a matter of law. The Court should therefore
13 sustain Jolie’s demurrer on every cause of action asserted against her. Because Pitt cannot
MURPHY ROSEN LLP
14 escape his detailed allegations, the demurrer should be sustained without leave to amend.
15 II. RELEVANT FACTUAL BACKGROUND
16 A. Chateau Miraval And The Alleged Implied Agreement.
17 Jolie and Pitt jointly purchased Chateau Miraval and its accompanying winery in 2008
18 “as a home to share with their children and the vineyard as a family business.” (SAC ¶1.) The
19 SAC alleges that the couple agreed “to hold Miraval together and, if the time came, that they
20 would sell their interests separately only with the other’s consent.” (Id.) The SAC does not
21 allege a written or oral agreement. Instead, the SAC claims:
22 “Pitt was assured—based on, among other things, the couple’s years-long relationship
and marriage, their joint vision for Miraval as a family-owned and operated business,
23 her assurances to him that she shared that vision and would not disrupt it, Pitt’s
transformation of the estate into a private residence for the family, and Jolie’s
24 willingness to allow him to invest in a manner far disproportionate to his relative
ownership share—that, as a matter of mutual and binding commitment, the couple
25 would hold Miraval together, and that, if the time ever came, neither could or would
dispose of his or her interest separately without the other’s consent.” (SAC ¶40.)
26
27 Pitt claims that “[t]hrough their actions and conduct, Pitt and Jolie assented to this
28 contract.” (Id. at ¶¶150–51.)

1 B. Relevant Corporate Structure.
2 Chateau Miraval S.A. is a French company that owns a residential property and vineyard
3 known as Chateau Miraval. (SAC ¶¶1, 32.) Chateau Miraval S.A. is owned by a Luxembourg
4 limited liability company, Quimicum S.à.r.l (“Quimicum”). (Id. at ¶¶32, 43.) Quimicum’s
5 shares are owned 50/50 by Nouvel, LLC, and Plaintiff Mondo Bongo, LLC, both of which are
6 single-purpose entities organized and existing under the laws of California. (Id. at ¶¶14, 16,
7 48.) Both Jolie (for Nouvel) and Pitt (for Mondo Bongo) were the sole members of their LLCs.
8 (Id. at ¶¶13–14.) In 2013, Chateau Miraval S.A. formed a 50-50 joint venture with Familles
9 Perrin. (SAC ¶¶53–54.) That joint venture is called “Miraval Provence.” (Id. at ¶54.)
10 C. The Quimicum Articles Of Association.
11 In 2013, Nouvel and Mondo Bongo reincorporated Quimicum into a private company,
12 and outlined their rights and responsibilities as Quimicum’s two private shareholders in a
13 written contract—the Quimicum Articles of Association (“Quimicum Articles”). (SAC ¶¶43–

MURPHY ROSEN LLP
14 44.) Neither Jolie nor Pitt signed the Quimicum Articles in any capacity and their names are not
15 mentioned anywhere in the document. (See SAC, Exh. 1.)
16 Section 5.4.3 restricts the ability of both Nouvel and Mondo Bongo to transfer their
17 Quimicum shares: “Shares (parts sociales) may not be transferred inter vivos to non-
18 shareholders unless shareholders representing at least three-quarters of the corporate share
19 capital shall have agreed thereto.” (SAC at p. 61.) But the Quimicum Articles do not limit
20 Nouvel’s or Mondo Bongo’s ability to undergo a change in control or prohibit Jolie and Pitt
21 from selling Nouvel and Mondo Bongo.
22 D. The 10% Transfer Of Quimicum Shares.
23 In December 2013, Mondo Bongo transferred 10% of its Quimicum shares to Nouvel,
24 making Nouvel and Mondo Bongo 50-50 owners in Quimicum. (SAC ¶48.) While the SAC
25 alleges that Pitt, through Mondo Bongo, transferred the 10% interest in reliance on the implied-
26 in-fact contract with Jolie, (SAC ¶¶49–50), the written contract refutes that allegation.
27 The contract is “between” Mondo Bongo as the “Seller” and Nouvel as the “Buyer.”
28 (RJN, Exh. B at 2.) It then defines “parties” as “both the seller and the buyer,” and “party” as

1 “any of them.” (Id. at 2, §1.1.) The written contract does not reference Jolie or Pitt at all, and
2 the contract is not signed by either of them. (Id. at 6–7.) The contract contains an integration
3 clause that “supersedes any previous agreement or arrangement between the Parties relating to
4 the subject matter of the Transaction.” (RJN, Exh. B at 5, §13.) The contract does not reference
5 Pitt’s alleged implied-in-fact contract, and specifically disclaims reliance on any outside
6 representations: the buyer “agrees and acknowledges that it has not relied on or been induced to
7 enter into this Agreement by a warranty, statement, representation or undertaking which is not
8 expressly included in this Agreement.” (Id. at § 13.1.)
9 III. LEGAL ARGUMENT
10 In testing the sufficiency of the complaint, the court assumes the truth of “all material
11 facts properly pleaded, but not the contentions, deductions, or conclusions of fact or law. It also
12 considers matters than may be judicially noticed.” Kamen v. Lindley, 94 Cal.App.4th 197, 201
13 (2001). “[P]laintiffs must show that the complaint alleges facts sufficient to establish every
MURPHY ROSEN LLP
14 element of each cause of action.” Id. Additionally, “to the extent the factual allegations conflict
15 with the content of the exhibits to the complaint, [courts] rely on and accept as true the contents
16 of the exhibit and treat as surplusage the pleader’s allegations as to the legal effect of the
17 exhibits.” Barnett v. Fireman’s Fund Ins. Co., 90 Cal.App.4th 500, 505 (2001). Courts treat
18 documents referenced in the complaint upon demurrer as if they were attached to the complaint.
19 See Dryden v. Tri-Valley Growers, 65 Cal.App.3d 990, 997 (1977).
20 When a plaintiff amends a complaint, it “may not omit harmful allegations from
21 previous complaints.” Smyth v. Berman, 31 Cal.App.5th 183, 195 (2019) (internal marks
22 omitted). Unless the plaintiff provides a “plausible” explanation for the omission, “the trial
23 court will take judicial notice of the harmful allegations and disregard the new and contrary
24 allegations” under the “sham pleading” doctrine. (Id.)
25 A. Pitt’s Implied-In-Fact Contract Claim Fails As A Matter Of Law.
26 1. The SAC Fails to Allege a Contract.
27 “An implied contract is one, the existence and terms of which are manifested by
28 conduct.” Civ. Code § 1621. The “vital elements of a cause of action based on contract are

1 mutual assent (usually accomplished through the medium of offer and acceptance) and
2 consideration. As to the basic elements, there is no difference between an express and implied
3 contract.” Levy, 57 Cal.App.5th at 211. Mutual assent “is determined under an objective
4 standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable
5 meaning of their words and acts, and not their unexpressed intentions or understandings.”
6 DeLeon v. Verizon Wireless, LLC, 207 Cal.App.4th 800, 813 (2012). Thus, when analyzing
7 whether an implied-in-fact contract was formed, it “is axiomatic that an acceptor must have
8 knowledge of the offer.” Levy, 57 Cal.App.5th at 211 (internal quotations omitted). “[T]o
9 establish an implied-in-fact contract, plaintiff must have been aware of some conduct by
10 defendant which could have been understood to be an offer.” Id. (sustaining demurrer where
11 plaintiffs “were not aware of any conduct by defendant, from which the terms of a contract . . .
12 could be implied, [meaning] plaintiffs could not have accepted an offer”); Zenith Ins. Co. v.
13 O’Connor, 148 Cal.App.4th 998, 1010 (2007) (sustaining demurrer where plaintiff “did not
MURPHY ROSEN LLP
14 allege the predicate facts necessary to establish such an implied contract”).

15 Although the SAC alleges conduct in paragraph 151 that Pitt contends forms the basis of
16 the implied contract, the SAC also alleges that Pitt rejected a “buy / sell agreement” or any
17 “precise terms” that would control the parties’ obligations in the event of a sale. (SAC ¶47;
18 RJN, Exh. A at 1.) Pitt rejected any contract “based on his belief that a written agreement
19 predetermining the precise terms of a future sale of the couple’s family home and family
20 business was not ‘necessary for two reasonable people’ in a long-term relationship”—a
21 message he communicated to Jolie. (Id.) The objective standard for contract formation starts
22 with the heavy backdrop of Pitt’s express rejection of precise terms. None of Pitt’s alleged
23 conduct, either individually or collectively, objectively constitutes an offer from Jolie to give
24 Pitt his alleged expansive consent right over her ability to sell her home in perpetuity.
25 • Joint ownership of their home. The mere fact that Pitt and Jolie jointly purchased and
26 maintained Chateau Miraval as their family home does not objectively reflect an offer to give
27 Pitt a specific consent right in Jolie’s share of the property, especially given Pitt’s written
28 rejection of any buyout term just days before the purchase. Not surprisingly, the law also is

1 against Pitt. As explained in Friedman, merely taking title to real property as husband and wife
2 does not create an implied contract for other agreements. Friedman v. Friedman, 20 Cal.App.4th
3 878, 888 (1993) (joint title in property did not create implied contract for spousal support).
4 • Alleged disproportionate investment of time, effort, and money. This allegation
5 improperly focuses on Pitt’s actions, where instead, the relevant inquiry is on Jolie’s conduct
6 that could objectively be construed as an offer to Pitt. Levy, 57 Cal.App.5th at 211. Allowing
7 Pitt to invest in a company they co-own—even disproportionately as Pitt alleges—does not
8 objectively constitute an offer to grant an eternal consent right in Jolie’s property. Further, by
9 his own allegations, Pitt bought the home for his family and was “passion[ate]” about the
10 related business, (id. at ¶2), so it is hardly surprising that he invested his own time and money.
11 • Jolie accepting Pitt’s alleged disproportionate work despite allegedly ceasing to
12 invest herself. Merely “accept[ing]” a father’s work on the family home and business does not
13 objectively manifest an intent to grant an unspecified consent right in that home. Moreover, Pitt
MURPHY ROSEN LLP
14 does not allege that he and Jolie had any agreement dictating how their contributions would be
15 treated—let alone that Jolie accepting (whatever that means) her intimate partner’s financial
16 contributions amounted to an offer to give him everlasting rights in her separate property.
17 • Mondo Bongo’s 10% transfer of Quimicum shares to Nouvel. The 10% share transfer
18 was documented in an integrated written contract and does not mention a consent right, or even
19 Pitt or Jolie at all. (RJN, Exh. B at 5, §13.) The contract specifically disclaims reliance on any
20 outside representations or agreements. (Id. at § 13.1.) As a matter of law, that agreement cannot
21 be evidence of some other unwritten, pre-existing consent right. To the contrary, it demonstrates
22 that Pitt and Jolie (or their companies) entered into written contracts to define their rights.
23 • The parties’ negotiations in 2017. The SAC alleges that in March and April 2017—
24 after Jolie filed for divorce—the parties “discussed how to allot Pitt’s and Jolie’s respective
25 ownership interests in Miraval in the event that Pitt bought out Jolie or of a joint sale.” (SAC
26 ¶63.) As part of these divorce negotiations, the SAC alleges that Jolie was initially amenable to
27 a “68-32 split” but the negotiations “stalled.” (SAC ¶¶64, 67.) Pitt claims that this failed
28 negotiation is significant because Jolie “never suggested she could or would sell her interest

1 separately without Pitt’s or Mondo Bongo’s consent.” (SAC ¶65.) But this is an admission that
2 Jolie never raised an alleged consent right. And the inverse of Pitt’s allegations is also true: Jolie
3 never told Pitt she would not sell without Plaintiffs’ consent. Tellingly, Pitt does not allege that
4 he raised the issue either. Silence does not establish or suggest the existence of a consent right.
5 • The parties’ negotiations in 2021. According to the SAC, these exclusive negotiations
6 began in January 2021—over twelve years after the alleged implied contract was created. As a
7 matter of law, it cannot serve as a basis to imply a contract between the parties. Further, Pitt
8 selectively quotes from one of Jolie’s January 2021 letters regarding a buyout, claiming the letter
9 “[r]eflect[s] her . . . contractual agreements with Pitt,” (SAC ¶80), but the SAC omits the critical
10 ending sentence: “I hope to receive an answer from you both within the next two weeks, as I
11 have been very patient until this point in continuing to invest and support the business, and
12 would prefer not to have to pursue other routes to divest myself of my share in it.” (RJN, Exh.
13 D.) Far from reflecting any sort of consent right, the letter on its face demonstrates her
MURPHY ROSEN LLP
14 understanding that she had the right to sell to others. If Pitt really had a consent right,
15 presumably, he would have responded by asserting it. The SAC does not include that allegation.
16 The SAC cites to another letter (¶92), but that letter also never once mentions the
17 consent right or uses the word “consent” or its equivalent. (RJN, Exh. E.) And in a stipulation
18 filed in the divorce proceeding, Pitt agreed that Nouvel was Jolie’s separate property—yet failed
19 to tell that court that he had any interest in Nouvel. (RJN, Exh. C; SAC ¶108.) Merely
20 notifying the divorce court that he did not consent to Jolie’s sale is markedly different from
21 notifying the court of a contractual right to veto that sale. If there were ever an opportunity for
22 Pitt to notify the court and Jolie of this supposed right, it was then. He didn’t.
23 • Pitt fails to allege when the contract was formed. Pitt also fails to allege when this
24 supposed implied contract was formed. At times, he suggests it was formed the moment they
25 purchased Miraval (SAC ¶1), while Pitt later alleges that the contract was something he felt
26 “assured” of based on how their relationship developed years later. (Id. at ¶40.) But a contract
27 must be formed at a specific point in time. Pitt never alleges or explains when this happened.
28 Though lengthy, the SAC fails to allege any conduct by Jolie that could objectively

1 constitute an offer to give Pitt a perpetual and unqualified consent right in Jolie’s property—
2 especially after Pitt’s 2008 unequivocal rejection of such a right. (SAC ¶47; RJN Exh. A.) The
3 implied contract theory can only be stretched so far. Here, Pitt’s attempt to contort it to cover
4 his express rejection of any specific terms governing a buyout fails as a matter of law.
5 2. The Statute of Frauds Bars Pitt’s Implied Contract Claim.
6 The Statute of Frauds (“SOF”) applies to implied-in-fact contracts. Westside Est. Agy. v.
7 Randall, 6 Cal.App.5th 317, 328-29 (2016). When a complaint seeks to enforce a contract
8 subject to the SOF, failure to allege a signed, written contract is a legal issue properly decided
9 on demurrer. Rossberg v. Bank of Am., N.A., 219 Cal.App.4th 1481, 1503 (2013).
10 Pitt claims he has a right to restrict Jolie’s ability to sell her share of the family home,
11 but “[a]greements restricting the right to alienate real property . . . are within the statute of
12 frauds.” Estate of Baglione, 65 Cal.2d 192, 197 (1966) (holding oral agreement granting
13 surviving spouse automatic right to succeed to real property within the statute of frauds); Smyth
MURPHY ROSEN LLP
14 v. Berman, 31 Cal.App.5th 183, 197 (2019) (right of first refusal to purchase real property
15 within statute of frauds). “The following contracts are invalid, unless they, or some note or
16 memorandum thereof, are in writing and subscribed by the party to be charged . . . . An
17 agreement for . . . the sale of real property, or of an interest therein.” Civ. Code § 1624(a)(3).
18 Similarly, “No estate or interest in real property . . . nor any power over or concerning it . . . can
19 be created, granted, assigned, surrendered, or declared, otherwise than by . . . a conveyance or
20 other instrument in writing, subscribed by the party creating, granting, assigning, surrendering,
21 or declaring the same.” C.C.P. § 1971. The memorandum “must contain the essential terms of
22 the contract, expressed with such a degree of certainty that it may be understood without
23 recourse to parol evidence to show the intention of the parties.” Cazaurang v. Carrey, 117
24 Cal.App. 511, 515-16 (1931); Smyth, 31 Cal.App.5th at 197 (outlining “writing” requirement).
25 Pitt has alleged an implied contract between him and Jolie directly under which Jolie
26 would never sell her interest in their “home” purchased “to share with their children” without
27 Pitt’s consent, thereby gaining a direct interest in Jolie’s real property and triggering the SOF.
28 (SAC ¶1; see also ¶¶ 6, 7, 12, 35, 47, 51, 97, 151–52.) But Pitt fails to allege any writing.

1 Pitt apparently concedes the SOF applies and, instead, alleges an estoppel. (Id. at ¶155.)
2 But whether estoppel applies also can be decided on demurrer as a matter of law. Smyth, 31
3 Cal.App.5th at 199 (rejecting estoppel and sustaining demurrer under SOF).
4 “The doctrine of estoppel has been applied where an unconscionable injury would
result from denying enforcement after one party has been induced to make a serious
5 change in position in reliance on the contract or where unjust enrichment would result
if a party who has received the benefits of the other’s performance were allowed to
6 invoke the statute.” Estate of Baglione, 65 Cal.2d at 198.
7 Mere “loss of the benefit of the bargain within the statute” does not establish an estoppel, for
8 equity “will not enforce an oral agreement within the statute of frauds solely because not to do
9 so would permit a defendant to assert the statute and thus avoid the parol obligation.” Id.
10 Further, mere injury cannot trigger an estoppel—the injury must be “unconscionable.” Jones v.
11 Wachovia Bank, 230 Cal.App.4th 935, 949 (2014).
12 The SAC alleges two bases for estoppel: (1) unconscionable injury from Mondo
13 Bongo’s transfer of 10% of Quimicum shares to Nouvel in 2013; and (2) Jolie’s unjust
MURPHY ROSEN LLP
14 enrichment from selling Nouvel. (SAC ¶155.) As a matter of law, neither basis is sufficient.
15 The 2013 share transfer cannot serve as a basis for unconscionable injury for three
16 reasons. First, the injury, if any, was to Mondo Bongo, not Pitt, and a 10% share transfer
17 between companies owned by a committed couple is certainly not unconscionable. Second, and
18 as discussed above, the 2013 share transfer was documented in writing in an integrated
19 agreement that does not mention Pitt, Jolie, or any consent right, and that expressly disclaims
20 any reliance on outside statements or representations not included in the agreement. (SAC ¶48;
21 RJN, Exh. B at §13.1.) Therefore, Pitt and Mondo Bongo cannot establish a “serious change in
22 position” in reliance on the implied contract as required to establish unconscionable injury.
23 Estate of Baglione, 65 Cal.2d at 198. Third, the unconscionable injury must result “from
24 denying enforcement” of the parol agreement, id., but here, the “injury,” i.e., the 2013 share
25 transfer, will stand irrespective of whether this Court enforces the implied contract.
26 Pitt’s claim that Jolie was unjustly enriched from the sale of Nouvel is also unavailing.
27 To overcome the SOF, the defendant must “have reaped the benefits of the contract so that [s]he
28 would be unjustly enriched.” Monarco v. Lo Greco, 35 Cal.2d 621, 624 (1950); see also Smyth,

1 31 Cal.App.5th at 199 (defendant must have “received the benefits of the contract” for exception
2 to apply). Here, Jolie has not reaped any benefits from the alleged implied contract. The SAC
3 does not allege that Jolie ever sought to exercise a consent right. Nor are the proceeds from
4 Nouvel’s sale benefits that flow from the implied contract—as the SAC concedes, the proceeds
5 flowed from Jolie’s contract with Tenute del Mondo. Nor does Pitt allege he disproportionately
6 invested in exchange for a consent right so that cannot serve as a basis for unconscionable injury
7 either. And even with the alleged consent right, Pitt would have had to pay Jolie the same
8 amount of money she received from the sale—which is exactly what he seeks in this case: to buy
9 Nouvel from Jolie for the same amount Tenute paid. (SAC ¶¶168, 177.)
10 B. Pitt’s Quasi-Contract Claim Fails As A Matter Of Law.
11 An “implied-in-law contract or quasi-contract is not based on the intention of the parties,
12 but arises from a legal obligation that is imposed on the defendant.” Unilab Corp. v. Angeles-
13 IPA, 244 Cal.App.4th 622, 639 (2016). “The right to restitution or quasi-contractual recovery is
MURPHY ROSEN LLP
14 based upon unjust enrichment. Where a person obtains a benefit that he or she may not justly
15 retain, the person is unjustly enriched.” Id. (quoting 1 Witkin, Summary of Cal. Law, Contracts,
16 § 1013, p. 1102) (emphasis in original). “Quasi-contract is simply another way of describing the
17 basis for the equitable remedy of restitution when an unjust enrichment has occurred. [It is
18 o]ften called quantum meruit.” McBride v. Bougton, 123 Cal.App.4th 379, 388 n.6 (2004).
19 But not all enrichment is unjust. “A person who, incidentally to the performance of his
20 own duty or to the protection or the improvement of his own things, has conferred a benefit
21 upon another, is not thereby entitled to contribution.” Unilab, 244 Cal.App.4th at 640 (quoting
22 Major-Blakeney Corp. v. Jenkins, 121 Cal.App.2d 325, 240-41 (1953). “The fact that one
23 person benefits another is not, by itself, sufficient to require restitution. The person receiving
24 the benefit is required to make restitution only if the circumstances are such that, as between the
25 two individuals, it is unjust for the person to retain it.” McBride, 123 Cal.App.4th at 389
26 (emphasis in original). Further, the plaintiff “must show that the circumstances were such that
27 ‘the services were rendered under some understanding or expectation of both parties that
28 compensation therefor was to be made.’” Huskinson & Brown v. Wolf, 32 Cal.4th 453, 458

1 (2004) (quoting Estate of Mumford, 173 Cal. 511, 523 (1911)).
2 1. Pitt Fails to Allege Unjust Enrichment.
3 Pitt’s unjust enrichment claim fails for three related reasons.2 First, Pitt’s SAC lacks any
4 allegation that he worked or invested in the home and winery with the expectation of additional
5 compensation from Jolie. Pitt does not allege that he was Jolie’s or Nouvel’s employee. Instead,
6 Pitt alleges Miraval was their family home and that, over time, the “family business became
7 Pitt’s passion—and a profitable one.” (SAC ¶3). He transformed Miraval “into a private
8 residence for the family.” (Id. at ¶40.) Only after Jolie filed for divorce did Pitt and Jolie
9 discuss compensating Pitt for his efforts, but Pitt concedes those talks “stalled when Jolie made
10 unreasonable demands.” (RJN, Exh. F, FAC at ¶55.) Yet Pitt kept providing services. That is
11 not unjust enrichment, but a conscious choice Pitt made to further his own interests.
12 Second, permitting Jolie to keep the proceeds from the sale of her 100% wholly-owned
13 company, Nouvel, is not unjust because Pitt does not allege an ownership interest in Nouvel.
MURPHY ROSEN LLP
14 Nor does he allege a right to recover from Jolie personally, or from Nouvel, any disproportionate
15 contributions to Miraval. See City of Oakland v. Oakland Raiders, 83 Cal.App.5th 458, 479
16 (2022) (plaintiff must have “better legal or equitable right to increased value”). Pitt knew
17 Nouvel was a 50-50 owner of Quimicum, and thus knew that each and every time he
18 disproportionally invested money or “sweat equity” into Miraval, 50% of those contributions
19 automatically benefitted Jolie through her ownership interest in Nouvel, and Nouvel’s interest in
20 Quimicum. Even if Pitt expected to later buyback those benefits, he still would have had to pay
21 Jolie or Nouvel fair market value for them—he would never get them for free. Pitt does not
22 allege he made these disproportionate contributions in exchange for increased equity or any
23 ownership interest in Nouvel, and Pitt specifically alleges that Jolie rejected the proposal to
24 reallocate their equity. (SAC ¶67.) Absent such an agreement, permitting Jolie to keep the
25 proceeds from the sale of her own separate property is not unjust.
26
27 2
If the SOF bars the implied contract claim, then the contract is not a basis for quasi-contractual
recovery. Beard v. Melvin, 60 Cal.App.2d 421, 426 (1943) (quantum meruit based on oral
28
contract barred by SOF would render the statute a nullity); Tukes v. Richard, 81 Cal.App.5th 1,
25 (2022) (quantum meruit permissible only if plaintiff can prove exception to SOF).
1 Third, Pitt did not pay Jolie any of the money from Nouvel’s sale—Tenute did (SAC
2 ¶109)—and “where someone other than the plaintiff provided the benefit the defendants
3 allegedly unjustly retained,” the plaintiff must establish a “right in the disputed asset that is both
4 recognized, and accorded priority over the interest of the defendant,” to claim it in restitution.
5 City of Oakland, 83 Cal.App.5th at 479. Pitt has not alleged any priority interest in Nouvel’s
6 sale proceeds and never could.
7 In effect, Pitt asks the Court to serve as a super board of directors with the authority to
8 reallocate equity based on one owner’s complaint that he did more than another owner. But
9 courts do not have the power to reapportion equity in a quasi-contract claim:
10 “Equity-for-service compensation packages are extraordinary in the labor market, and
always the result of specific bargaining. To impose such a measure of recovery
11 would make a deal for the parties that they did not make themselves. If courts
cannot use quantum meruit to change the terms of a contract . . . neither can they
12 use quantum meruit to impose a highly generous and extraordinary contract that
the parties did not make.” Maglica v. Maglica, 66 Cal.App.4th 442, 451 (1998)
13 (citations omitted).
MURPHY ROSEN LLP
14 If anything, Pitt is the party seeking to be unjustly enriched, not Jolie.

15 2. Pitt’s Quasi-Contract Claim also Is Time Barred.
16 Pitt’s quasi-contact claim, based on his “disproportionate investment of time, effort, and
17 money,” (SAC ¶161), also is barred by the statute of limitations. The statute of limitations for
18 quasi-contract is two years and begins to run when the cause of action accrues. C.C.P. § 339(1).
19 See also Lazzarevich v. Lazzarevich, 88 Cal.App.2d 708, 719-20 (1948). Pitt alleges he
20 disproportionately worked and invested in Miraval, and that he and Jolie had a conversation
21 about compensating him for his efforts going forward, but the parties could not reach an
22 agreement after Jolie “made unreasonable demands.” (RJN Exh. F, FAC at ¶55.) Pitt and Jolie
23 negotiated a potential agreement that would have recognized Pitt’s unequal contributions to
24 Miraval, but that negotiation failed in 2017. (SAC ¶67.) Then in “mid-2019,” Jolie allegedly
25 demanded the negotiations “be based on her nominal 50% stake in Miraval.” (SAC ¶77.)
26 Pitt’s cause of action for quasi-contract accrued no later than his failure to reach
27 agreement with Jolie in 2017, and certainly no later than mid-2019, when Jolie allegedly put Pitt
28 on notice that she would not credit his disproportionate investments and would instead be based

1 on a 50-50 ownership split. He then had two years to sue. But Pitt did not sue until February
2 17, 2022, well-past two years from Jolie’s refusal. Pitt’s quasi-contract claim is time barred.
3 C. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law.
4 Mondo Bongo asserts that Jolie breached the implied covenant of good faith and fair
5 dealing in the Quimicum Articles. (SAC ¶168–69.) But Jolie is not a party to that contract.
6 (SAC, Exh. 1.) To try to get around this problem, Mondo Bongo alleges that Jolie is Nouvel’s
7 alter ego because she owns “100% of the membership interest” and because Nouvel was formed
8 for the sole purpose of holding her shares in Quimicum and its shareholder loans to Quimicum.
9 (SAC ¶165.) But those allegations do not save the implied covenant claim.
10 1. Mondo Bongo’s Alter Ego Allegations Fail as a Matter of Law.
11 “Alter ego is an extreme remedy, sparingly used.” Sonora Diamond Corp. v. Superior
12 Court, 83 Cal.App.4th 523, 539 (2000). The “corporate form will be disregarded only in
13 narrowly defined circumstances and only when the ends of justice so require.” Leek v. Cooper,
MURPHY ROSEN LLP
14 194 Cal.App.4th 399, 411 (2011). Under the alter ego doctrine,
15 “[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
16 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
17 owners. The alter ego doctrine prevents individuals or other corporations from
misusing the corporate laws by the device of a sham corporate entity formed for the
18 purpose of committing fraud or other misdeeds.”
19 Sonora, 83 Cal.App.4th at 538 (citations omitted). The doctrine has two elements, which must
20 be alleged with “sufficient facts” at the pleadings stage: (1) unity of interest and ownership; and
21 (2) an unjust result if the corporation is treated as the sole actor. Leek, 194 Cal.App.4th at 415.
22 “An allegation that a person owns all of the corporate stock and makes all of the
23 management decisions is insufficient to cause the court to disregard the corporate entity.” Id. at
24 415. California law expressly recognizes single-member limited-liability companies (“LLCs”)
25 as legitimate. Corp. Code § 17704.01(a). And the obligations of an LLC are “solely” the
26 obligations of the LLC, Corp. Code § 17703.04(a)(1), and “do not become the debts,
27 obligations, or other liabilities of a member or manager solely by reason of the member acting
28 as a member or manager acting as a manager for the [LLC].” Corp. Code § 17703.04(a)(2).

1 Here, Mondo Bongo cannot circumvent Section 17703.04(a)(2). Mondo Bongo alleges
2 that Jolie is Nouvel’s only member and therefore its alter ego, (SAC ¶165), but sole ownership
3 is not a basis to find alter ego liability. Mondo Bongo also has not alleged misuse of the
4 corporate form or that Nouvel is undercapitalized or otherwise unable to pay its debts. Mondo
5 Bongo even concedes that Jolie was never Nouvel’s manager—Terry Bird was. (SAC ¶16.)
6 Further, Mondo Bongo fails to allege any injustice that would result from recognizing
7 Nouvel as a separate entity. (Id. ¶¶164–173.) Nouvel can clearly pay its own debts, as the SAC
8 alleges that “billionaire” Yuri Shefler is now its “beneficial owner.” (Id. at ¶¶6, 17.) Further,
9 Pitt admits he is Mondo Bongo’s sole member and used Mondo Bongo to hold his shares in
10 Quimicum just like Jolie did for Nouvel. (Id. at ¶¶2, 14.) He also admits that he and Jolie both
11 used single-purpose LLCs to purchase Miraval. (Id. at ¶2.) Having mutually chosen the same
12 corporate structure from the beginning, Pitt cannot complain of unfairness fifteen years later.
13 Because the alter ego doctrine does not apply here, Mondo Bongo cannot use it to hold
MURPHY ROSEN LLP
14 Jolie liable for Nouvel’s breach of any covenants. See Avidity Partners, LLC v. State of Cal.,
15 221 Cal.App.4th 1180, 1204 (2013) (implied covenant applies to contracting parties).
16 2. Mondo Bongo’s Implied Covenant Claim Fails on the Merits.
17 Mondo Bongo claims Jolie breached the implied covenant of good faith contained in the
18 Quimicum Articles when she sold Nouvel. (SAC ¶¶169–70.) Section 5.4.3 restricts the ability
19 of both Nouvel and Mondo Bongo to transfer their Quimicum shares. (SAC Exh. 1.) But the
20 Quimicum Articles do not restrict Jolie’s or Pitt’s power to sell Nouvel or Mondo Bongo.
21 “If there exists a contractual relationship between the parties . . . the implied covenant is
22 limited to assuring compliance with the express terms of the contract, and cannot be extended to
23 create obligations not contemplated in the contract.” Racine & Laramie, Ltd. v. Dept. of Parks
24 & Rec., 11 Cal.App.4th 1026, 1032 (1992). “[T]he covenant is implied as a supplement to the
25 express contractual provisions, to prevent a contracting party from engaging in conduct which
26 . . . frustrates the other party’s rights to the benefits of the contract.” Avidity Partners, 221
27 Cal.App.4th at 1204. As the California Supreme Court explained, “The covenant thus cannot be
28 endowed with an existence independent of its contractual underpinnings” and “cannot impose

1 substantive duties or limits on the contracting parties beyond those incorporated in the specific
2 terms of their agreement.” Guz v. Bechtel National, Inc., 24 Cal.4th 317, 349–50 (2000).
3 Mondo Bongo seeks to “impose substantive duties or limits on the contracting parties”
4 in violation of Supreme Court precedent by imposing upon Jolie a new substantive obligation
5 not to sell Nouvel itself. That obligation is not contained in the Quimicum Articles and cannot
6 constitute a breach of the covenant of good faith and fair dealing as a matter of law.
7 D. Mondo Bongo’s Claim Under Luxembourgish Law Fails As A Matter Of Law.
8 Mondo Bongo asserts a claim against Jolie under a Luxembourg statute for “abuse of
9 rights.” (SAC ¶¶183–90.) But Jolie has not contractually agreed to be governed by
10 Luxembourgish law. She is not a signatory to the Quimicum Articles. And the Quimicum
11 Articles do not contain a choice-of-law provision in which Quimicum’s shareholders agree to
12 litigate all disputes under Luxembourgish law—to the contrary, the Quimicum Article’s choice-
13 of-law provision unambiguous limits its reach to the “Company,” meaning Quimicum. (SAC at
MURPHY ROSEN LLP
14 p. 59, Art. I (Luxembourg law applies to the “Company”).
15 Absent such a contract, “As the forum, California ‘can only apply its own law.’”
16 Hurtado v. Superior Court, 11 Cal.3d 574, 581 (1974) (quoting Reich v. Purcell, 67 Cal.2d 551,
17 553 (1967)). And “even in cases involving foreign elements, the court should be expected, as a
18 matter of course, to apply the rule of decision found in the law of the forum.” Hurtado, 11
19 Cal.3d at 581. A proponent of foreign law “must demonstrate that the latter rule of decision
20 will further the interest of the foreign state and therefore that it is an appropriate one for the
21 forum to apply to the case before it.” Id. Only “residents from outside of California,” however,
22 may ask the trial court to engage in this permissive analysis. See Washington Mutual Bank v.
23 Superior Court, 24 Cal.4th 906, 914-15 (2001) (when “the action involves the claims of
24 residents from outside California, the trial court may analyze the governmental interests”).
25 Mondo Bongo is an LLC organized under the laws of California whose sole member,
26 Pitt, is also a California resident. (SAC at ¶¶13–14.) Jolie is also a California resident, as is her
27 former company, Nouvel. (Id. at ¶¶15–16.) The only connection this action has to Luxembourg
28 is Quimicum, but Quimicum is not a party to this action. Because there is no contractual basis

1 to apply Luxembourgish law to Jolie, and because the claim is not asserted by a resident outside
2 of California, Mondo Bongo’s Luxembourgish claim fails as a matter of law.
3 E. Mondo Bongo’s Interference With Contract Claim Fails As A Matter Of Law.
4 To prove interference with contract, the plaintiff must plead “intentional acts designed to
5 induce a breach or disruption of the contractual relationship.” Ixchel Pharma, LLC v. Biogen,
6 Inc., 9 Cal.5th 1130, 1141 (2020). In pleading this element, the “use of the words wrongfully,
7 willfully, and maliciously adds nothing to the pleadings except to convey a sense of outrage.”
8 George v. eBay, Inc., 71 Cal.App.5th 620, 636 (2021). Mondo Bongo alleges that Jolie
9 intentionally disrupted the contractual relationship between it, Nouvel, and Quimicum under the
10 Quimicum Articles by selling Nouvel. (See SAC ¶195.) But selling Nouvel is not prohibited by
11 the Quimicum Articles, so the sale of Nouvel could not disrupt the Article’s performance.
12 For the same reason, Mondo Bongo also has not alleged an actual breach or disruption
13 of the Quimicum Articles. See Davis v. Nadrich, 174 Cal.App.4th 1, 10 (2009) (interference
MURPHY ROSEN LLP
14 claim failed where underlying conduct not prohibited by contract and plaintiff did not “show
15 that there was an actual breach”); Nygard, Inc. v. Uusi-Kerttula, 159 Cal.App.4th 1027, 1047
16 (2008) (interference claim fails absent prima facie showing of breach).
17 Absent an actual breach, the plaintiff must plead that “plaintiff’s performance is made
18 more costly or more burdensome.” Rincon Band of Luiseño Mission Indians etc. v. Flynt, 70
19 Cal.App.5th 1059, 1111 (2021). Notably absent from the SAC is any contention that Nouvel’s
20 new owners made performance of the Quimicum Articles more costly or difficult to perform.
21 (See SAC ¶¶191–99.) Nouvel is still Quimicum’s 50% owner, and just as before the sale,
22 Nouvel and Mondo Bongo have the right to make proposals on how to run and manage
23 Quimicum’s business. But management disagreements are not a disruption of their contract.
24 F. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails.
25 Both Plaintiffs allege interference with prospective economic advantage against Jolie,
26 but conclusory allegations “essentially parroting the legal elements of the cause of action, are
27 not sufficient to state a claim.” Rincon, 70 Cal.App.5th at 1112. The first two elements require
28 “an economic relationship between the plaintiff and some third party, with the probability of

1 future economic benefit to the plaintiff” and “the defendant’s knowledge of the relationship.”
2 Korea Supply Co. v. Lockheed Martin Corp., 29 Cal.4th 1134, 1153 (2003). There must be
3 “existing noncontractual relations which hold the promise of future economic advantage.” Roy
4 Allan Slurry Seal, Inc. v. American Asphalt South, Inc., 2 Cal.5th 505, 517-18 (2017). The
5 plaintiff must show that “it is possible to estimate with some fair amount of success both the
6 value of what has been lost and the likelihood that the plaintiff would have received it if the
7 defendant had not interfered.” Id. (citations and quotations omitted) (original italics removed).
8 Plaintiffs allege an economic relationship between them and Chateau Miraval S.A.,
9 Familles Perrin (Marc Perrin’s company), Marc Perrin, and Miraval Provence (the joint
10 venture). (SAC ¶212.) But neither Pitt nor Mondo Bongo allege any direct existing economic
11 relationship with these entities. Pitt owns Mondo Bongo, and Mondo Bongo owns shares in
12 Quimicum. Quimicum in turn owns Chateau Miraval S.A. Chateau Miraval S.A. is in a joint
13 venture with Familles Perrin called Miraval Provence. Plaintiffs are merely indirect
MURPHY ROSEN LLP
14 shareholders in these entities. Without a direct relationship, the cause of action fails.
15 The third element requires “intentional acts by the defendant designed to disrupt the
16 relationship” and that the defendant’s conduct was “wrongful by some legal measure other than
17 the fact of interference itself.” Korea Supply, 29 Cal.4th at 1153. An act is independently
18 wrongful if it is “unlawful, that is, if it is proscribed by some constitutional, statutory,
19 regulatory, common law, or other determinable legal standard.” Id. at 1159. This element is
20 “quite literally the element that causes the interference to be a tort.” Drink Tank Ventures LLC
21 v. Al Bottles, 71 Cal.App.5th 528, 539 (2021).
22 Plaintiffs allege that Jolie interfered by “Nouvel’s undergoing a change of control in
23 circumvention of the Quimicum Articles.” (FAC ¶215.) But the Quimicum Articles do not
24 prohibit Nouvel from undergoing a change in control, (SAC, Exh. 1), and “a bare breach of
25 contract cannot constitute independently wrongful conduct.” Drink Tank, 71 Cal.App.5th at
26 540. Further, the only independent wrongful conduct Plaintiffs allege is Jolie’s violation of
27 Article 6-1 of the Luxembourg Civil Code. (Id. at ¶151.) But Jolie is not subject to that law.
28 The fourth element requires “actual disruption of the relationship.” Korea Supply, 29

1 Cal.4th at 1153. Plaintiffs’ allegations amount to complaining that Nouvel changed owners and
2 this somehow hurt Pitt’s image. (SAC ¶215.) But Plaintiffs neither allege nor explain how this
3 disrupts Plaintiffs’ economic relationships with Miraval S.A., Familles Perrin, Marc or Miraval
4 Provence. For example, Pitt does not allege that Miraval Provence has not performed his
5 alleged “endorsement deal.” (Id.) This failure, alone, is independently fatal.
6 The fifth element requires “economic harm to the plaintiff proximately caused by the
7 acts of the defendant.” Korea Supply, 29 Cal.4th at 1153. While Plaintiffs allege that Chateau
8 Miraval S.A. and the joint venture were harmed through damage to the Miraval brand, that is
9 not harm to Plaintiffs. (SAC ¶215.) And whether any economic harm to Chateau Miraval S.A.
10 would ever flow down to Quimicum and down to Plaintiffs is the precise sort of speculative
11 harm courts routinely reject. See Sole Energy Co. v. Petrominerals Corp., 128 Cal.App.4th 212,
12 229 (2005) (“Shareholders do not own and have no right to receive corporate profits.”).
13 G. Plaintiffs’ Constructive Trust Claim Fails As A Matter Of Law.

MURPHY ROSEN LLP
14 Both Plaintiffs assert a claim for constructive trust against Jolie, claiming that “[w]hen
15 Jolie purported to sell Nouvel,” Defendants became “involuntary trustees of Nouvel’s shares of
16 Quimicum for the benefit of Plaintiffs.” (SAC ¶¶219–24.) A constructive trust is an
17 “involuntary equitable trust” created “to compel the transfer of property from the person
18 wrongfully holding it to the rightful owner,” and requires the right of a complaining party to a
19 res and some wrongful acquisition or detention of the res by another party who is not entitled to
20 it. Communist Party v. 522 Valencia, Inc., 35 Cal.App.4th 980, 990 (1995).
21 Pitt’s constructive trust “claim” fails for two reasons. First, as the SAC acknowledges,
22 Jolie no longer owns Nouvel or its shares in Quimicum. Thus, she has no shares over which the
23 Court could impose a constructive trust. Second, assuming Pitt can unwind the sale, it does not
24 follow that he is then entitled to own or hold Nouvel’s shares. Instead, the shares would return to
25 Jolie, who could choose to sell them to Pitt or not. Pitt is not “entitled” to the shares.
27
By:
28 Paul D. Murphy,
Daniel N. Csillag
Attorneys for Angelina Jolie
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’ Second Amended Complaint
6 (“SAC”). I have personal knowledge of the foregoing and if called upon as a witness, I could
7 and would competently testify thereto.
8 2. On August 1, 2023, I sent a lengthy and detailed email to counsel for William B.
9 Pitt and Mondo Bongo, LLC, outlining the legal arguments in support of Ms. Jolie’s demurrer
10 to the SAC, as well as setting forth the arguments for Ms. Jolie’s motion to strike. This email
11 was very similar to an email I sent to plaintiffs’ counsel in support of our meet and confer
12 relating to our demurrer to the First Amended Complaint. In both emails, I requested a written
13 response with contrary authority sufficiently prior to any meet and confer between the parties so
MURPHY ROSEN LLP
14 that we could have a meaningful meet and confer. A true and correct copy of my August 1,
15 2023 email is attached hereto as Exhibit 1.
16 3. While I never received a substantive pre-meeting response to my request for
17 authority, on August 10, 2023, my partner Daniel N. Csillag and I had a telephonic meet-and-
18 confer with counsel for Mr. Pitt and Mondo Bongo. During that meet and confer, we discussed
19 each of the causes of action to which Ms. Jolie is demurring and we also discussed Ms. Jolie’s
20 motion to strike. Unfortunately, we were not able to resolve or even narrow any issues.
21 4. I declare under penalty of perjury under the laws of California that the foregoing
22 is true and correct.
23 Executed this 21st day of August, 2023, at Santa Monica, California.
24
25 _______________________________
Paul D. Murphy
26
27
28

EXHIBIT 1
Subject: Meet and Confer re Demurrer and Mo/on to Strike
Date: Tuesday, August 1, 2023 at 12:07:01 PM Pacific Daylight Time
From: Paul Murphy
To: Moses, Jonathan M.
CC: Daniel N. Csillag, Stella Chang, Grosbard, Remy K., Goodman, Adam L.
(ALGoodman@wlrk.com), Allen, Jessica L., Drivas, Ioannis D., Brill, Laura W. (Kendall Brill &
Kelly LLP), Katelyn Kuwata, Eddy, Sarah K., Yavitz, Noah B.
AGachments: Picture (Device Independent Bitmap), Picture (Device Independent Bitmap), Picture (Device
Independent Bitmap), Picture (Device Independent Bitmap)
Jon:
On behalf of defendant and cross-complainant Angelina Jolie, and pursuant to Code of Civil Procedure sec/on
430.41, we write to again ini/ate the meet and confer process regarding Ms. Jolie’s intended demurrer to the
Second Amended Complaint (“SAC”). Ms. Jolie will be demurring to all claims asserted against her and will
separately move to strike your clients’ prayer for a_orney’s fees.
As we discussed as part of our last meet and confer, the Code of Civil Procedure requires the par/es to
“provide legal support” for their respec/ve posi/ons. See C.C.P. § 430.41(a)(1). We provide our authority
below.
Claim 1: Breach of Implied-In-Fact Contract
• Like all contracts, implied-in-fact contracts must be created through mutual assent, i.e., offer and
acceptance. Mr. Pi_ fails to allege "conduct by the defendant which could have been understood to
be an offer." Levy v. Only Crema/ons For Pets, Inc., 57 Cal.App.5th 203, 2011 (2020). All of the
alleged conduct suppor/ng the contract’s existence occurred aher the alleged contract’s forma/on—
and thus cannot serve as conduct amoun/ng to an offer.
Further—and unlike the previous complaint—the SAC acknowledges and specifically references Mr.
Pitt’s rejection of a written “buy / sell” agreement as unnecessary “for two reasonable people.” (SAC
at ¶47.) Thus, Mr. Pitt’s claim is not simply that a contract was impliedly formed over time, but that
such a contract was formed after an express rejection in writing of that very contract. That is the
antithesis of an implied-in-fact contract, rendering Mr. Pitt’s implied-in-fact theory void as a matter
of law. And by specifically referencing the Warren Grant email, the Court may now consider the
substance of the email as if it was alleged in the SAC itself.
The implied-in-fact contract also is barred by the statute of frauds, Civil Code section 1624(a)(3) and
California Code of Civil Procedure section 1971. Mr. Pitt’s allegation that Ms. Jolie granted him an
interest in her real property falls within the statute of frauds and must be evidenced by a writing
signed by the party to be charged. See Estate of Baglione, 65 Cal.2d 192, 197 (1966) ("Agreements
restricting the right to alienate real property . . . are within the statute of frauds"). Mr. Pitt’s
allegations of estoppel fail as a matter of law because (1) loss of the alleged contract within the
statute cannot serve as an estoppel; and (2) Mr. Pitt is still the 50% indirect owner of Miraval and
will, through his indirect ownership, share in the profits with his new business partner on the same
terms that he would have shared in the profits with Ms. Jolie.
Page 1 of 5
Claim 2: Breach of Quasi-Contract
The quasi-contract claim also fails as a matter of law. To the extent the claim simply seeks to
repackage the first claim, it is barred by the statute of frauds for the reasons stated above.
Additionally, Mr. Pitt does not have any interest in Nouvel or its sale proceeds. Nor did Mr. Pitt pay
Ms. Jolie the money from Nouvel’s sale—Tenute del Mondo did. Where “someone other than the
plaintiff provided the benefit the defendants allegedly unjustly retained,” the plaintiff must establish
a “right in the disputed asset that is both recognized, and accorded priority over the interest of the
defendant,” to claim it in restitution. City of Oakland v. Oakland Raiders, 83 Cal.App.5th 458, 479
(2022). Because the quasi-contract claim is pleaded in the alternative to the implied-in-fact contract
claim, the SAC fails to allege any right in the sale proceeds from Nouvel.
To the extent the claim is based on Mr. Pitt seeking restitution for the work he did for Miraval, the
claim fails because Mr. Pitt is not an employee of Miraval; he is an equity investor and the sole owner
of Mondo Bongo, which owns part of Quimicum, which owns Miraval. The work Mr. Pitt did for
Miraval was not for separate compensation, but for the purpose of increasing Miraval's value as one
of its owners. Mr. Pitt's own allegations reaffirm that there was no expectation of compensation. As
detailed in paragraph 55 of the First Amended Complaint, the parties discussed potentially
compensating Mr. Pitt with a "substantial management fee" but they never reached agreement.
While you have deleted this detail from the SAC, the sham pleading doctrine allows the Court to
consider it anyway.
The claim is also time barred. The limitations period for a quasi-contract claim is two years. See
CCP 339(1). Again, in paragraph 55 of the FAC, Mr. Pitt specifically pleaded that he sought
compensation for his work, but the parties did not reach an agreement after Ms. Jolie made
“unreasonable demands.” The statute began to run at this point, and Mr. Pitt apparently kept on
working. And as paragraphs 56 and 57 of the FAC make plain, it was not until several years later
than the parties resumed discussions, and even more time until Mr. Pitt filed this case. The claim is
time barred, and the sham pleading doctrine renders irrelevant the fact that you have since deleted
these allegations.
Claim 3: Breach of the Implied Covenant of Good Faith and Fair Dealing against Ms. Jolie as Nouvel’s Alter Ego
The sole basis for alleging that Ms. Jolie is Nouvel’s alter ego is that she was its 100% owner. (SAC
165.) This allegation is insufficient as a matter of California law to establish an alter ego. As your
client well knows, Ms. Jolie did not disregard Nouvel’s corporate form—to the contrary, she, with the
assistance of highly-qualified professionals such as Ms. Bird, kept meticulous books and records for
Nouvel that were separate and distinct from her personal accounts.
Further, Mr. Pitt cannot possibly meet the unfairness element of the alter ego doctrine. Mr. Pitt
literally did the exact same thing that Ms. Jolie did—create a single purpose entity for purposes of
holding his 50% interest in Quimicum. It cannot possibly be inequitable or unfair for Ms. Jolie to do
that, but not Mr. Pitt.
Page 2 of 5
Further, the claim fails on the merits. The Quimicum Articles do not prohibit Nouvel’s owner from
selling Nouvel, or prohibit Nouvel from otherwise undergoing a change in control. The Quimicum
Articles are designed to outline the rights and responsibilities of the owners of Quimicum. The
covenant of good faith does not allow Mr. Pitt—who is not even a party to the Quimicum Articles—
to imply rights and responsibilities onto Nouvel’s owner that Mr. Pitt never bargained for.
Claim 5: Abuse of Rights under Ar/cle 6-1 of Luxembourg Code
The SAC still fails to allege any basis under which Ms. Jolie could be subject to Luxembourg law. As
the SAC alleges, both Mr. Pitt and Ms. Jolie are California residents, and Mondo Bongo and Nouvel
are California corporations. Miraval is located in France. The only basis to invoke Luxembourg law
is via the contract between Mondo Bongo and Nouvel. Ms. Jolie, however, is not a party to that
contract and it therefore cannot serve as a basis to bind her to Luxembourgish law. See Washington
Mutual Bank v. Superior Court, 24 Cal.4th 906, 914-15 (2001).
Claim 6: Tor/ous Interference with Contractual Rela/ons
Tortious interference with contractual relations requires "(3) the defendant's intentional acts
designed to induce a breach or disruption of the contractual relationship; [and] (4) actual breach or
disruption of the contractual relationship." Ixchel Pharma, LLC v. Biogen, Inc., 9 Cal.5th 1130, 1141
(2020). Mondo Bongo's claim fails both elements.
Mongo Bongo cannot allege a disruption of the Quimicum Articles by Ms. Jolie. Nouvel and Mondo
Bongo (but not Mr. Pitt and Ms. Jolie) entered into the Quimicum articles. Nowhere in the
Quimicum Articles is the ability of Nouvel to change owners restricted. When Ms. Jolie sold Nouvel,
she did not induce a breach of the Quimicum Articles or disrupt their performance.
Mongo Bongo cannot allege that any alleged breach of the Quimicum articles made its performance
“more costly or more burdensome." Rincon Band of Luiseno Mission Indians etc. v. Flynt, 70
Cal.App.5th 1059, 1111 (2021). Nouvel has not breached the Quimicum Articles, and the FAC does
not allege that Nouvel's sale to new owners has made performance of the Quimicum Articles more
costly or burdensome in any way.
Claim 8: Interference with Prospec/ve Business Rela/ons
"[A] claim for interference with prospective economic advantage is distinct and requires that a
plaintiff allege (1) 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." Rincon Band of Luiseno Mission Indians v. Flynt, 70 Cal.App.5th 1059,
1112 (2021). In addition, the plaintiff must please that the defendant's conduct was "wrongful by
some legal measure other than the fact of interference itself." Korea Supply Co. v. Lockheed Martin
Corp., 29 Cal.4th 1134, 1153 (2003).
Page 3 of 5
Plaintiffs' claim fails for many reasons. Plaintiffs cannot plead a protected economic relationship.
Per paragraph 212, the allegedly disrupted relationship is between Plaintiffs on the one hand, and
Chateau Miraval S.A., Miraval Provence, Familles Perrin, and Marc Perrin on the other hand. But
neither Mr. Pitt nor Mondo Bongo has any contractual relationship, either actual or prospective, with
any of these entities. To the contrary, the only economic benefit Mondo Bongo could expect was
from Quimicum, and for Mr. Pitt, such a benefit from Mondo Bongo.
As a corollary to this problem, Ms. Jolie could never have known of any of the alleged business
relations because they do not exist.
Plaintiffs cannot plead a legal disruption. Ms. Jolie selling Nouvel to a third party cannot possibly
disrupt these alleged relationships. Nouvel still remains within the structure established while Ms.
Jolie owned it. The alleged disruptions at Paragraph 215 do not in fact disrupt any of Mr. Pitt’s
economic interests. As just one example, Mr. Pitt has no economic interest in prohibiting Nouvel’s
change in control.
For the same reasons, Plaintiffs cannot plead compensable economic harm. A complaint "essentially
parroting the legal elements of the cause of action, are not sufficient to state a claim" for interference
with prospective economic advantage. Rincon, 70 Cal.App.5th at 1112. Instead, the plaintiff must
allege facts establishing a compensable economic harm. All Mr. Pitt does is allege that he is an
indirect owner of Miraval S.A. and Miraval Provence. Neither he nor Mondo Bongo has suffered any
direct economic harm from interference with the economic functioning of those businesses.
Finally, the sole independently wrongful act alleged in the SAC is for violating Luxembourg law.
(SAC at paragraph 216.) As explained above, Luxembourg law does not apply against Ms. Jolie and
cannot serve as the basis for wrongful conduct.
Claim 9: Construc/ve Trust
Constructive Trust is a remedy that must be tied to a claim. None of the claims in the SAC would
authorize a constructive trust over Nouvel’s shares in Quimicum.
And even if those claims could authorize a constructive trust, the above claims fail as to Ms. Jolie. As
the SAC alleges, Ms. Jolie does not own or possess any Quimicum shares. As the SAC is premised on
the fact that Ms. Jolie no longer possesses those shares, she cannot be an involuntary trustee over
them.
For Mr. Pitt, the remedy separately fails because Mr. Pitt never had a direct right to own Nouvel’s
shares in Quimicum under the Quimicum Articles.
Mo/on to Strike Prayer for A_orneys’ Fees
Mr. Pitt does not include any cause of action where attorneys’ fees are an authorized remedy under
California law.
Page 4 of 5
We were disappointed that your SAC did not even a_empt to remedy the numerous defects we had
previously brought to your a_en/on not only in our previous meet and confer, but in our previously filed
demurrer. In fact, almost all of the arguments presented in this email were presented in full in Ms. Jolie’s
demurrer to the First Amended Complaint, which was filed in October 2022. Given the amount of /me that
has elapsed and your inability to correct these errors, we will be asking the Court to sustain the demurrer and
mo/on to strike with prejudice.
Of course, if you have authority to the contrary, Sec/on 430.41(a)(1) requires you to provide it. As part of the
last meet and confer, you declined to provide us the authority upon which you intended to rely to oppose our
mo/ons. We again request that you comply with your obliga/ons under the code and provide us that
authority. The purpose of the meet and confer requirement is to a_empt to narrow issues for the Court. If
you do not provide your authority, you are defea/ng the very purpose of the meet and confer requirement.
Finally, given the number of issues we will be raising and that the demurrer will not be heard un/l November,
we request that you s/pulate to increase the page limit in the exact same manner that you have s/pulated to
increase your briefing with the Stoli Par/es (i.e., increasing moving and opposi/on papers to 18 pages, and
increasing the reply to 12 pages). We also request that you agree to file your opposi/on such that it will give
us 10 court days (instead of the statutory 5 court days) to file our reply brief. If you are amenable to such a
s/pula/on, we will send over a proposed s/p and order for your review.
We look forward to receiving your authority and discussing these issues during our call tomorrow.
Regards,
Paul Murphy
100 Wilshire Boulevard

Suite 1300
Santa Monica, CA 90401
310.899.3300 o
310.922.0051 m
pmurphy@murphyrosen.com
Page 5 of 5
1 PROOF OF SERVICE
2 I, Leslie Maytorena, 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 August 21, 2023, I served DEFENDANT AND CROSS-COMPLAINANT
ANGELINA JOLIE’S NOTICE OF DEMURRER AND DEMURRER TO SECOND
6 AMENDED COMPLAINT; MEMORANDUM OF POINTS AND AUTHORITIES;
DECLARATION OF PAUL D. MURPHY; EXHIBIT on the interested parties in this action:
7
SEE ATTACHED
8
9 BY ELECTRONIC SERVICE: I caused the above-document(s) to be served via the Los

Angeles Superior Court’s electronic service provider, One Legal.
10
BY E-MAIL: Based on a court order or an agreement of the parties to accept service by
11 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
12 after the transmission, any electronic message or other indication that the transmission was
unsuccessful.
13
MURPHY ROSEN LLP
[State] I declare under penalty of perjury under the laws of the State of California that
14 the above is true and correct.
15 Executed on August 21, 2023 at Santa Monica, California.
16
17 Leslie Maytorena
18
19
20
21
22
23
24
25
26
27
28

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 BIRD MARELLA BOXER WOLPERT Defendants William B. Pitt, Mondo
5 NESSIM DROOKS LINCENBERG & Bongo, LLC and Cross-Defendant
RHOW, P.C. Warren Grant
6 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
7
T: (310) 201-2100 F: (310) 201-2110
8 jberlinski@birdmarella.com
BTeachout@birdmarella.com
9 jcherlow@birdmarella.com
KMeyer@birdmarella.com
10 PYates@birdmarella.com
RAttarson@birdmarella.com
11
12 William Savitt (admitted pro hac vice)

Jonathan Moses (admitted pro hac vice)

13 Sarah K. Eddy (admitted pro hac vice)

MURPHY ROSEN LLP
14 Adam L. Goodman (admitted pro hac vice)

Remy Grosbard (admitted pro hac vice)
15 Jessica L. Allen (admitted pro hac vice)
WACHTELL, LIPTON, ROSEN &
16
KATZ
17 51 West 52nd Street
New York, NY 10019
18 T: (212) 403-1000 F: (212) 403-2000
19 wdsavitt@wlrk.com
jmmoses@wlrk.com
20 skeddy@wlrk.com
algoodman@wlrk.com
21
rkgrosbard@wlrk.com
22 jlallen@wlrk.com
23
Mark T. Drooks Attorneys appearing specially to
24 BIRD MARELLA, BOXER, WOLPERT, challenge jurisdiction on behalf of
25 NESSIM, DROOKS, LINCENBERG & Cross-Defendants Marc-Olivier Perrin,
RHOW, P.C. SAS Miraval Provence, and SAS
26 1875 Century Park East, Suite 2300 Familles Perrin
Los Angeles, CA 90067
27
Tel: (212) 957-7600
28 mdrooks@birdmarella.com

1 S. Gale Dick (admitted pro hac vice) Attorneys appearing specially to
COHEN & GRESSER challenge jurisdiction on behalf of
2
800 Third Ave. Cross-Defendants Marc-Olivier Perrin,
3 New York, NY 10022 SAS Miraval Provence, and SAS
sgdick@cohengresser.com Familles Perrin
4
6
Joe H. Tuffaha Attorneys for Defendant and Cross-
7 Prashanth Chennakesavan Complainant Nouvel, LLC and
LTL ATTORNEYS LLP appearing specially to challenge
8 300 South Grand Avenue Suite 1400 jurisdiction on behalf of Defendant
9 Los Angeles, CA 90071 Tenute del Mondo B.V., SPI Group
T: (213) 612-8900 F: (213) 612-3773 Holding, Ltd., Yuri Shelfer and Alexey
10 joe.tuffaha@ltlattorneys.com Oliynik
11
prashanth.chennakesavan@ltlattorneys.com
12 Keith R. Hummel
Justin C. Clarke
13 Jonathan Mooney
MURPHY ROSEN LLP
14 CRAVATH SWAINE AND MOORE

LLP
15 825 Eighth Avenue
New York, NY 10019
16
T: (212) 474-1000 F: (212) 474-3700
17 khummel@cravath.com
jcclarke@cravath.com
18 jmooney@cravath.com
19
20
21
22
23
24
25
26
27
28

Journal Technologies Court Portal
Court Reservation Receipt

Reservation
Reservation ID: Status:
269966417033 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 ANGELI NA JOLIE, et al.
Filing Party: Location:

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

November 15th 2023, 9:00AM CR-ERUDSPR3JZB36ASMZ
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 44431P
Payment Date:
2023-03-02

Angelina Jolie'S Notice of Demurrer and Demurrer To Second Amended Complaint

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Angelina Jolie'S Notice of Demurrer and Demurrer To Second Amended Complaint

Uploaded by

Copyright:

Available Formats

1 PAUL D. MURPHY (State Bar No.

6 Attorneys for Defendant and

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

limited liability company,

13 ANGELINA JOLIE’S NOTICE OF

PRINTED ON RECYCLED PAPER

19 DATED: August 21, 2023 MURPHY ROSEN LLP

-2- PRINTED ON RECYCLED PAPER

13 3. Jolie demurs to Pitt’s Second Cause of Action pursuant to section 430.10(e) of

-3- PRINTED ON RECYCLED PAPER

14 DATED: August 21, 2023 MURPHY ROSEN LLP

-4- PRINTED ON RECYCLED PAPER

B. Pitt’s Quasi-Contract Claim Fails As A Matter Of Law ................................................. 18

1. Pitt Fails to Allege Unjust Enrichment..................................................................... 19

-5- PRINTED ON RECYCLED PAPER

City of Oakland v. Oakland Raiders,

13 83 Cal.App.5th 458 (2022) .............................................................................................. 19, 20

14 Communist Party v. 522 Valencia, Inc.,

24 George v. eBay, Inc.,

-6- PRINTED ON RECYCLED PAPER

Levy v. Only Cremations For Pets, Inc.,

13 57 Cal.App.5th 203 (2020) .......................................................................................... 9, 13, 14

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

-7- PRINTED ON RECYCLED PAPER

6 Washington Mutual Bank v. Superior Court,

12 California Code of Civil Procedure § 339(1) ........................................................................... 3, 20

13 California Code of Civil Procedure § 430.10 ................................................................................ 3

14 California Code of Civil Procedure § 430.10(e) .................................................................... 2, 3, 4

-8- PRINTED ON RECYCLED PAPER

-10- PRINTED ON RECYCLED PAPER

13 written contract—the Quimicum Articles of Association (“Quimicum Articles”). (SAC ¶¶43–

-11- PRINTED ON RECYCLED PAPER

8 expressly included in this Agreement.” (Id. at § 13.1.)

9 III. LEGAL ARGUMENT

19 See Dryden v. Tri-Valley Growers, 65 Cal.App.3d 990, 997 (1977).

24 allegations” under the “sham pleading” doctrine. (Id.)

25 A. Pitt’s Implied-In-Fact Contract Claim Fails As A Matter Of Law.

26 1. The SAC Fails to Allege a Contract.

-12- PRINTED ON RECYCLED PAPER

14 allege the predicate facts necessary to establish such an implied contract”).

-13- PRINTED ON RECYCLED PAPER

-14- PRINTED ON RECYCLED PAPER

-15- PRINTED ON RECYCLED PAPER

-16- PRINTED ON RECYCLED PAPER

-17- PRINTED ON RECYCLED PAPER

-18- PRINTED ON RECYCLED PAPER

14 If anything, Pitt is the party seeking to be unjustly enriched, not Jolie.

-20- PRINTED ON RECYCLED PAPER

-21- PRINTED ON RECYCLED PAPER

-22- PRINTED ON RECYCLED PAPER

7 D. Mondo Bongo’s Claim Under Luxembourgish Law Fails As A Matter Of Law.

11 Articles do not contain a choice-of-law provision in which Quimicum’s shareholders agree to

14 p. 59, Art. I (Luxembourg law applies to the “Company”).

-23- PRINTED ON RECYCLED PAPER

-24- PRINTED ON RECYCLED PAPER

-25- PRINTED ON RECYCLED PAPER

13 G. Plaintiffs’ Constructive Trust Claim Fails As A Matter Of Law.

-27- PRINTED ON RECYCLED PAPER

Claim 1: Breach of Implied-In-Fact Contract

Claim 5: Abuse of Rights under Ar/cle 6-1 of Luxembourg Code

Claim 6: Tor/ous Interference with Contractual Rela/ons

Claim 8: Interference with Prospec/ve Business Rela/ons