Superior Court of The State of California County of Los Angeles, Central District

1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,
DROOKS, LINCENBERG & RHOW, P.C.

2 John V. Berlinski (Bar No. 208537)
jberlinski@birdmarella.com
3 1875 Century Park East, 23rd Fl.
Los Angeles, CA 90067
4 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
5
WACHTELL, LIPTON, ROSEN & KATZ
6 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
7 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
8 51 West 52nd Street
New York, NY 10019
9 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
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Attorneys for Cross-Defendant Warren Grant
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
13 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
14
WILLIAM B. PITT, an individual, and Case No. 22STCV06081
15 MONDO BONGO, LLC, a California limited
liability company, WARREN GRANT’S NOTICE OF
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DEMURRER AND DEMURRER TO
Plaintiffs, FIRST AMENDED CROSS-COMPLAINT
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OF NOUVEL, LLC; MEMORANDUM OF
v.
18 POINTS AND AUTHORITIES
ANGELINA JOLIE, et al.,
19 Filed concurrently with Request for Judicial
Defendants. Notice, Declarations, Notice of Joinder, and
20
Proposed Order
21
and RELATED CROSS-ACTIONS. Judge: Hon. Lia Martin
22 Dept: 16
Date: January 24, 2024
23 Time: 9:00 a.m.
24
Reservation ID: 900048070166
25 Action Filed: February 17, 2022
Trial Date: Not yet set
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NOTICE OF WARREN GRANT’S DEMURRER AND

DEMURRER TO FIRST AMENDED CROSS-COMPLAINT OF NOUVEL
1 TO ALL PARTIES AND THEIR COUNSEL OF RECORD:
2 PLEASE TAKE NOTICE THAT on January 24, 2024, at 9:00 a.m., or as soon thereafter
3 as counsel may be heard, in Department 16 of the above-captioned Court, located at 111 North
4 Hill Street, Los Angeles, CA 90012, Cross-Defendant WARREN GRANT will and hereby does
5 demur to the First Amended Cross-Complaint filed by Defendant and Cross-Complainant
6 NOUVEL, LLC, pursuant to Sections 430.10, et seq., of the California Code of Civil Procedure on
7 the ground that the pleading fails to state facts sufficient to constitute any cause of action. Cross-
8 Complainant’s first, second, fifth, ninth, and tenth causes of action also should be dismissed
9 because it is clear from the face of the First Amended Cross-Complaint that the statute of
10 limitations has run as to these claims.
11 This demurrer is based on the attached demurrer, memorandum of points and authorities,
12 the accompanying declarations, the request for judicial notice and accompanying exhibits, the
13 notice of joinder, all of the pleadings, filings, and records in this proceeding, all other matters of
14 which the Court may take judicial notice, and any argument and evidence that may be presented to
15 or considered by the Court prior to its ruling.
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17
18 DATED: September 20, 2023 By:

BIRD MARELLA P.C.
19 John V. Berlinski
20 WACHTELL, LIPTON, ROSEN & KATZ
Jonathan M. Moses (admitted pro hac vice)
21 Adam L. Goodman (admitted pro hac vice)
Remy Grosbard (admitted pro hac vice)
22 Jessica L. Allen (admitted pro hac vice)
23 Attorneys for Cross-Defendant Warren Grant
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1 DEMURRER
2 Pursuant to Sections 430.10, et seq., of the California Code of Civil Procedure, Cross-
3 Defendant WARREN GRANT hereby generally demurs to the First Amended Cross-Complaint
4 filed by Defendant and Cross-Complainant NOUVEL, LLC on the following grounds:
5 DEMURRER TO FIRST CAUSE OF ACTION
6 (Tortious Interference with Contractual Relations)
7 Cross-Complainant Nouvel’s First Cause of Action for Tortious Interference with
8 Contractual Relations is subject to demurrer because the pleading fails to state facts sufficient to
9 constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

10 Cross-Complainant Nouvel’s First Cause of Action for Tortious Interference with
11 Contractual Relations is also subject to demurrer because the claim is barred by the applicable
12 statute of limitations. Cal. Code Civ. Proc. § 339(1).
13 DEMURRER TO SECOND CAUSE OF ACTION

14 (Tortious Interference with Prospective Economic Advantage)
15 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with
16 Prospective Economic Advantage is subject to demurrer because the pleading fails to state facts
17 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).
18 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with
19 Prospective Economic Advantage is also subject to demurrer because the claim is barred by the
20 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).
21 DEMURRER TO FIFTH CAUSE OF ACTION
22 (Tortious Interference with Prospective Economic Advantage)
23 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with
24 Prospective Economic Advantage is subject to demurrer because the pleading fails to state facts
26 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with
27 Prospective Economic Advantage is also subject to demurrer because the claim is barred by the
28 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

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1 DEMURRER TO SEVENTH CAUSE OF ACTION
2 (Trespass to Chattels)
3 Cross-Complainant Nouvel’s Seventh Cause of Action for Trespass to Chattels is subject
4 to demurrer because the pleading fails to state facts sufficient to constitute a cause of action. Cal.
5 Code Civ. Proc. § 430.10(e).
6 DEMURRER TO EIGHTH CAUSE OF ACTION
7 (Abuse of Right under Article 6-1 of the Luxembourg Civil Code)
8 Cross-Complainant Nouvel’s Eighth Cause of Action for Abuse of Right under Article 6-1
9 of the Luxembourg Civil Code is subject to demurrer because the pleading fails to state facts
11 DEMURRER TO NINTH CAUSE OF ACTION

12 (Aiding and Abetting Tortious Interference with Contractual Relations)
13 Cross-Complainant Nouvel’s Ninth Cause of Action for Aiding and Abetting Tortious
14 Interference with Contractual Relations is subject to demurrer because the pleading fails to state
15 facts sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).
16 Cross-Complainant Nouvel’s Ninth Cause of Action for Aiding and Abetting Tortious
17 Interference with Contractual Relations is also subject to demurrer because the claim is barred by
18 the applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).
19 DEMURRER TO TENTH CAUSE OF ACTION
20 (Aiding and Abetting Tortious Interference with Prospective Economic Advantage)
21 Cross-Complainant Nouvel’s Tenth Cause of Action for Aiding and Abetting Tortious
22 Interference with Prospective Economic Advantage is subject to demurrer because the pleading
23 fails to state facts sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).
24 Cross-Complainant Nouvel’s Tenth Cause of Action for Aiding and Abetting Tortious
25 Interference with Prospective Economic Advantage is also subject to demurrer because the claim
26 is barred by the applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).
27
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1 DEMURRER TO ELEVENTH CAUSE OF ACTION
2 (Civil Conspiracy to Tortiously Interfere with Prospective Economic Advantage)
3 Cross-Complainant Nouvel’s Eleventh Cause of Action for Civil Conspiracy to Tortiously
4 Interfere with Prospective Economic Advantage is subject to demurrer because the pleading fails
5 to state facts sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).
6 WHEREFORE, Cross-Defendant GRANT prays that:
7 1. the Demurrer be sustained as requested; and
8 2. the Court grant such other and further relief as the Court may deem proper.
9
10

BIRD MARELLA P.C.
12 John V. Berlinski
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1 TABLE OF CONTENTS
2 Page
3 INTRODUCTION ............................................................................................................................. 9
4 BACKGROUND ............................................................................................................................. 10
5 LEGAL STANDARD ..................................................................................................................... 12
6 ARGUMENT .................................................................................................................................. 13
7 I. Nouvel’s claims for tortious interference with contractual relations and

aiding and abetting thereof fail (Claims 1 and 9). .......................................................... 13
8
A. Nouvel’s claim for tortious interference with contractual
9 relations fails (Claim 1). ....................................................................................... 14
10
B. Nouvel’s claim for aiding and abetting tortious interference with contractual
11 relations fails (Claim 9). ....................................................................................... 17
12 II. Nouvel’s claims for tortious interference with prospective economic

advantage, aiding and abetting thereof, and civil conspiracy each fail
13 (Claims 2, 5, 10, and 11)................................................................................................. 17
14 A. Nouvel’s claims for tortious interference with prospective economic
advantage fail (Claims 2 and 5). .......................................................................... 17
15
16 B. Nouvel’s claim for aiding and abetting tortious interference with

prospective economic advantage fails (Claim 10). .............................................. 22
17
C. Nouvel’s claim for civil conspiracy to tortiously interfere with
18 prospective economic advantage fails (Claim 11). .............................................. 22
19 III. Nouvel’s trespass to chattels claim fails (Claim 7). ....................................................... 24
20 A. The claim fails for the reasons described in the Pitt Demurrer. ........................... 24
21
B. The claim also fails because the allegations against Grant are conclusory. ......... 25
22
IV. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8). ..................................... 25
23
A. The claim fails for the reasons described in the Pitt Demurrer. ........................... 25
24
B. The claim also fails because the allegations against Grant are conclusory. ......... 26
25
CONCLUSION ............................................................................................................................... 26
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1 TABLE OF AUTHORITIES
2 Cases Page(s)
3 Applied Equip. Corp. v. Litton Saudi Arabia Ltd.,

7 Cal. 4th 503 (1994)......................................................................................................... 22, 23
4
Baldwin v. Marina City Prop., Inc.,
5
79 Cal. App. 3d 393 (1978) ..................................................................................................... 15
6
Blank v. Kirwan,
7 39 Cal. 3d 311 (1985) .............................................................................................................. 21
8 Casey v. U.S. Bank Nat’l Ass’n,

127 Cal. App. 4th 1138 (2005) ................................................................................................ 17
9
Chen v. L.A. Truck Ctrs., LLC,
10
7 Cal. 5th 862 (2019)............................................................................................................... 24
11
DC Comics v. Pacific Pictures Corp.,
12 938 F. Supp. 2d 941 (C.D. Cal. 2013) ..................................................................................... 15
13 Drs.’ Co. v. Superior Ct.,

49 Cal. 3d 39 (1989) ................................................................................................................ 23
14
Dryden v. Tri-Valley Growers,
15 65 Cal. App. 3d 990 (1977) ............................................................................................... 19 n.4
16
Everest Invs. 8 v. Whitehall Real Est. Ltd. P’Ship XI,
17 100 Cal. App. 4th 1102 (2002) ................................................................................................ 23
18 Intel Corp. v. Hamidi,

30 Cal. 4th 1342 (2003)........................................................................................................... 24
19
Ixchel Pharma, LLC v. Biogen, Inc.,
20 9 Cal. 5th 1130 (2020)............................................................................................................. 14
21 Jolly v. Eli Lilly & Co.,
22 44 Cal. 3d 1103 (1988) ...................................................................................................... 20 n.5
23 Kidron v. Movie Acquisition Corp.,

40 Cal. App. 4th 1571 (1995) .................................................................................................. 24
24
Korea Supply Co. v. Lockheed Martin Corp.,
25 29 Cal. 4th 1134 (2003)..................................................................................................... 18–20
26 Lockton v. O’Rourke,
184 Cal. App. 4th 1051 (2010) .......................................................................................... 20 n.5
27
28
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1 Melican v. Regents of Univ. of Cal.,
151 Cal. App. 4th 168 (2007) .................................................................................................. 21
2
Nelson v. Anderson,
3 72 Cal. App. 4th 111 (1999) .................................................................................................... 14
4
Rakestraw v. Cal. Physicians’ Serv.,
5 81 Cal. App. 4th 39 (2000) .......................................................................................... 12, 13, 17
6 Reynolds v. Bement,
36 Cal. 4th 1075 (2005)..................................................................................................... 23, 24
7
Richard B. LeVine, Inc. v. Higashi,
8 131 Cal. App. 4th 566 (2005) ............................................................................................ 17, 22
9 Rincon Band of Luiseño Mission Indians etc. v. Flynt,
10 70 Cal. App. 5th 1059 (2021) ...................................................................................... 13, 16, 22
11 Sole Energy Co. v. Petrominerals Corp.,

128 Cal. App. 4th 212 (2005) .................................................................................................. 15
12
Thomson v. Canyon,
13 198 Cal. App. 4th 594 (2011) ............................................................................................ 15 n.3
14 Trembath v. Digardi,
15 43 Cal. App. 3d 834 (1974) ..................................................................................................... 20
16 Worldwide Com., Inc. v. Fruehauf Corp.,

84 Cal. App. 3d 803 (1978) ............................................................................................... 18, 23
17
Statutes
18
Cal. Code Civ. Proc. § 339(1) ................................................................................................. 15, 19
19
Cal. Evid. Code § 310(b) ......................................................................................................... 24 n.7
20
Cal. Evid. Code § 452(f) ......................................................................................................... 24 n.7
21
22 Cal. Evid. Code § 454(a) ......................................................................................................... 24 n.7
23 French Civil Code, Article 1240 ................................................................................................... 20
24 Luxembourg Civil Code, Article 6-1 ...................................................................................... 25, 26
25
26
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1 INTRODUCTION
2 Nouvel’s First Amended Cross-Complaint (the “Cross-Complaint”) charges Brad Pitt with
3 drummed-up claims of misconduct in connection with the operations of Château Miraval, a French
4 estate that Pitt purchased jointly with Angelina Jolie in 2008 to serve as a family home and wine
5 business. Not content to countersue just Pitt, Nouvel asserts parallel claims against twelve other
6 individuals and entities affiliated with Pitt or Château Miraval, suing each for $350 million in
7 damages.
8 This demurrer seeks dismissal of the claims against one of these individuals—Warren
9 Grant, Pitt’s California-based business manager. The claims should be dismissed for the same
10 reasons set forth in the brief concurrently filed by Pitt and Mondo Bongo (the “Pitt Demurrer”),
11 which Grant joins as to Sections I.B–E, II, III, and V.
12 But even if any of the claims could survive those arguments, the claims against Grant
13 should be dismissed for an even more fundamental reason: The Cross-Complaint lacks any well-
14 pleaded allegations about Grant giving rise to a claim. While the Cross-Complaint alleges that
15 Grant was briefly on the board of Château Miraval for three months in 2021, it fails to allege
16 anything that Grant actually did in that capacity. ¶¶ 104–07. 1 Instead, it vaguely accuses Grant of
17 “complicity,” serving as Pitt’s “lackey[],” and generally conspiring with Pitt to “loot” Château
18 Miraval. Id. ¶¶ 1, 15, 31, 111, 119, 126. But legal conclusions are not facts and neither is
19 innuendo. Each of Nouvel’s claims against Grant is a textbook exercise in conclusory pleading of
20 the kind this Court routinely rejects.
21 Tortious interference. Nouvel brings tortious interference claims against Grant for
22 allegedly causing shareholder “deadlock” at a Luxembourgish entity called Quimicum (the parent
23 entity of Château Miraval), and for diverting Château Miraval’s assets. Nouvel’s tortious
24 interference claims should be dismissed for the numerous independent reasons set forth in the Pitt
25 Demurrer: Nouvel has not adequately pleaded the elements of disruption, proximate cause, or
26 (with respect to interference with prospective economic advantage) an independent wrongful act;
27
1
Citations to ¶ are of Nouvel’s First Amended Cross-Complaint. Exhibits referenced herein are
28 attached to the concurrently filed Declaration of John V. Berlinski.
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1 Nouvel’s claims are barred by the two-year statute of limitations; and Nouvel lacks standing in
2 any event. The claims should also be dismissed because Nouvel offers no well-pleaded
3 allegations connecting Grant to the alleged misconduct, mustering only vague allegations that
4 Grant had communications with Quimicum about “all matters,” id. ¶ 98, provided “advice and
5 guidance to Pitt,” id., and was once proposed as a candidate for Quimicum’s board, ¶ 172.
6 Nouvel’s related civil conspiracy claim is premised on its underlying tortious interference
7 claim and therefore fails for the reasons set forth above. The claim also fails because, under the
8 “agent’s immunity” rule, Grant cannot be liable for “conspiring” with his principal, and because
9 the Cross-Complaint lacks sufficient allegations to implicate Grant in any event.

10 Trespass to chattels. Nouvel alleges that Grant committed trespass to chattels by
11 devaluing Nouvel’s Quimicum shares. But the claim is governed by Luxembourgish law, which
12 does not recognize a claim for trespass to chattels. And even under California law, the claim
13 should be dismissed because Nouvel does not plead cognizable harm or proximate causation, and
14 because Nouvel lacks standing in any event. And, once again, the claim fails for the additional
15 reason that it is not premised on well-pleaded allegations against Grant.
16 Abuse of right under Luxembourgish law. Nouvel alleges that Grant caused Mondo
17 Bongo to abuse its voting rights by implementing a shareholder deadlock at Quimicum, giving rise
18 to an “abuse of right” claim under Luxembourgish law. As set forth in the Pitt Demurrer, the
19 conduct alleged does not satisfy the stringent standard governing that Luxembourgish claim. And,
20 even if it did, Nouvel’s claim fails on causation grounds and because Nouvel lacks standing to
21 bring it. The claim should also be dismissed because the allegation that Grant contributed to the
22 deadlock is entirely conclusory.
23 BACKGROUND
24 In 2008, Brad Pitt and Angelina Jolie, well-known Los Angeles-based movie actors who
25 were then in a committed relationship, together acquired Château Miraval, a French estate and
26 vineyard. ¶ 69. They did so through their purchase of Quimicum, a Luxembourgish LLC and the
27 holding entity of Château Miraval. ¶¶ 38, 71. Pitt and Jolie owned their interests in Quimicum,
28 and thus Château Miraval, through their respective California LLCs, Mondo Bongo and Nouvel.
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1 ¶¶ 39, 41, 70. “By agreement between them as a couple[,] . . . oversight of the couple’s
2 investment . . . was left in the hands of Pitt.” ¶ 11. Warren Grant—Pitt’s “Hollywood business
3 manager,” ¶ 19—is not alleged to have played any role in the couple’s decision to purchase
4 Château Miraval and to leave oversight of the investment “in the hands of Pitt.”
5 In 2013, Château Miraval entered a winemaking joint venture with Familles Perrin, one of
6 France’s most highly regarded winemaking families, led by Marc Perrin. ¶ 74. The joint venture,
7 named Miraval Provence, has “flourished, generating tens of millions of dollars in profits.” ¶ 12.
8 Grant is not alleged to have any involvement in Miraval Provence’s operations.
9 In 2016, Jolie filed for divorce from Pitt, ¶ 89, and decided to become more involved in
10 Château Miraval’s operations, ¶ 91. According to Nouvel, Jolie was motivated by fears that
11 Château Miraval’s directors were approving “foolish spending.” ¶¶ 35, 91. Grant was not a
12 director of Château Miraval at this time, ¶¶ 104–07, and is not alleged to have played any role
13 in the decision to engage in this alleged spending.
14 In 2017, Miraval Provence began registering trademarks related to the wine business.
15 ¶ 122. At that time, Pitt and Perrin informed Nouvel that Château Miraval (which had historically
16 owned the intellectual property rights) was permitting Miraval Provence to register these marks
17 “because of a potential transaction with luxury goods manufacturer LVMH.” ¶ 127. In 2018,
18 counsel for Quimicum and Château Miraval reminded Nouvel that Miraval Provence had been
19 registering these marks. Id. Nouvel nevertheless alleges that it only learned that Miraval
20 Provence believed itself to be the “own[er]” of the marks over four years after the registrations had
21 begun, following Stoli’s purported acquisition of Nouvel. ¶¶ 127, 159. Grant was not a director
22 of Château Miraval at the time of Miraval Provence’s trademark registrations, ¶¶ 104–07, and
23 is not alleged to have ever been employed in any capacity at Miraval Provence.
24 In September 2019, seeking to assert further influence over Miraval Provence’s operations,
25 Nouvel sought to appoint its own representative to the Quimicum board. ¶ 92. Quimicum had
26 historically been managed by an “independent director” from an “administrative and fiduciary
27 services agency,” ¶¶ 94, 171, however, and Mondo Bongo opposed this proposed shift in
28 approach, ¶ 92. In September 2020, Nouvel again attempted to install its own representative at
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1 Quimicum, which Mondo Bongo again opposed. ¶¶ 95–96. Grant is not alleged to have taken
2 any specific actions on behalf of Mondo Bongo in connection with these votes.
3 In June 2021, Château Miraval’s third director resigned, leaving the Château Miraval board
4 disabled. ¶ 168. Because of the alleged shareholder deadlock at Quimicum, Quimicum could not
5 fill the vacancy itself. ¶ 104. Thus, on August 23, 2021, Grant was appointed to fill, on a
6 temporary basis, the vacancy on the board of Château Miraval. ¶¶ 104–05. According to Nouvel,
7 Grant was chosen because he is “beholden” to Pitt. ¶ 106. The Cross-Complaint alleges that
8 Grant’s appointment expired three months later, on November 23, 2021. ¶ 107. Grant is not
9 alleged to have taken any actions, in his capacity as director or otherwise, over this three-month
10 period at either Château Miraval or Quimicum.
11 In October 2021, Tenute del Mondo, a Stoli subsidiary, announced that it had purchased
12 Nouvel from Jolie and promptly sought to install Stoli representatives on Quimicum’s board.
13 ¶¶ 159, 170–79. Mondo Bongo, in turn, proposed appointing Grant to Quimicum’s board. ¶ 172.
14 Mondo Bongo and Nouvel did not agree to one another’s candidates. ¶¶ 171–75. Nouvel then
15 sought relief from a Luxembourg court for this purpose and failed to obtain it. ¶ 180; Ex. Y
16 (Nouvel Summons, Lux. Dist. Ct. (June 28, 2022)). Mondo Bongo and Nouvel later “agreed to
17 appoint a provisional administrator” at Quimicum, who is working to regularize the company.
18 ¶ 181. The provisional administrator’s term remains ongoing. Id. Grant is not alleged to have
19 taken any actions in connection with these events.
20 The actual allegations against Grant are sparse and uneventful. Aside from his brief stint
21 as director of Château Miraval and unsuccessful proposed appointment to Quimicum’s board, they
22 include that he communicated on Pitt’s behalf regarding issues entirely unrelated to Nouvel’s
23 allegations of wrongdoing, such as Mondo Bongo’s putative transfer of 10% of its shares in
24 Quimicum to Nouvel in 2013, ¶ 85, and that he serves as “Supplementary President” of Miraval
25 Studios, an affiliated entity, ¶ 132. These allegations cannot support any claim against Grant.
26 LEGAL STANDARD
27 In reviewing the sufficiency of a complaint, “th[e] court treats the demurrer as admitting
28 all material facts properly pleaded, but not contentions, deductions, or conclusions of fact or law.”
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1 Rakestraw v. Cal. Physicians’ Serv., 81 Cal. App. 4th 39, 43 (2000). “[T]he plaintiff must show
2 the complaint alleges facts sufficient to establish every element of each cause of action. If the
3 complaint fails to plead, or if the defendant negates, any essential element of a particular cause of
4 action,” the cause of action fails as a matter of law, and the demurrer will be sustained. Id.
5 “[C]onclusory allegations . . . essentially parroting the legal elements of the cause of action, are
6 not sufficient to state a claim.” Rincon Band of Luiseño Mission Indians etc. v. Flynt, 70 Cal.
7 App. 5th 1059, 1112 (2021).
8 ARGUMENT
9 For the reasons set forth in the Pitt Demurrer, the Court should dismiss for clear legal
10 deficiencies Nouvel’s claims for tortious interference with contractual relations (Claim 1); tortious
11 interference with prospective economic advantage (Claims 2 and 5); trespass to chattels (Claim 7);
12 and abuse of right under Luxembourgish law (Claim 8). 2 The Court should likewise dismiss
13 Nouvel’s remaining claims against Grant—for aiding and abetting tortious interference with
14 contractual relations (Claim 9), for aiding and abetting tortious interference with prospective
15 economic advantage (Claim 10), and for civil conspiracy to tortiously interfere with prospective
16 economic advantage (Claim 11)—which are each dependent on Nouvel’s underlying defective
17 tortious interference claims.
18 But even if Nouvel had adequately alleged any of its claims against Pitt or Mondo Bongo,
19 Nouvel’s claims against Grant should be dismissed for an even more fundamental reason:
20 Nouvel fails to plead any relevant conduct on the part of Grant. As there are no well-pleaded
21 factual allegations of misconduct by Grant himself, the claims against him fail.
22 I. Nouvel’s claims for tortious interference with contractual relations and

23 aiding and abetting thereof fail (Claims 1 and 9).
24 Nouvel asserts nearly identical claims against Grant for tortious interference with the
25 Quimicum Articles (Claim 1), and, in the alternative, aiding and abetting tortious interference with
26 the Quimicum Articles (Claim 9). Both claims fail.
27
2
Grant has filed a notice of joinder with respect to the arguments made in the Pitt Demurrer on
28 each of these claims.
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1 A. Nouvel’s claim for tortious interference with
contractual relations fails (Claim 1).
2
3 To state a claim for tortious interference with contractual relations, a plaintiff must allege:
4 “(1) the existence of a valid contract between the plaintiff and a third party; (2) the defendant’s
5 knowledge of that contract; (3) the defendant’s intentional acts designed to induce a breach or
6 disruption of the contractual relationship; (4) actual breach or disruption of the contractual
7 relationship; and (5) resulting damage.” Ixchel Pharma, LLC v. Biogen, Inc., 9 Cal. 5th 1130,
8 1141 (2020) (citation omitted).
9 As set forth below, Nouvel’s tortious interference claim fails both for the reasons
10 explained in the Pitt Demurrer (including that Nouvel fails to plead numerous critical elements of
11 the claim) and because the Cross-Complaint is devoid of any non-conclusory allegations
12 concerning Grant that could give rise to such a claim.
13 i. The claim fails for the reasons set forth in the Pitt Demurrer.
14 Nouvel alleges that Grant tortiously interfered with the Quimicum Articles by “impos[ing]
15 a shareholder deadlock at Quimicum to prevent Quimicum from functioning properly.” ¶ 230. As
16 explained in the Pitt Demurrer, in which Grant joins, this claim fails as a matter of law for the
17 following reasons:
18 No breach or disruption (Element 4). Nouvel cannot plead a breach or disruption of the
19 Quimicum Articles. As a matter of contract, the Quimicum Articles do not permit a shareholder to
20 install its own representative to the board. Ex. C (Quimicum Articles) § 6.1.2 (“The director(s)
21 . . . is/are appointed by resolution of the shareholders”). And as a matter of corporate law,
22 “[d]issension among shareholders” is neither “unusual” nor an “evil occurrence[].” Nelson v.
23 Anderson, 72 Cal. App. 4th 111, 125 n.7 (1999). Because shareholder deadlock does not amount
24 to a breach or disruption of the Quimicum Articles, Nouvel’s claim fails as a matter of law. See
25 Pitt Demurrer § I.B.
26 No causation (Element 5). The Cross-Complaint fails to allege that shareholder deadlock
27 at Quimicum proximately caused Nouvel’s complained-of damages. First, Nouvel’s causation
28 theory is impermissibly attenuated and speculative, based on rank conjecture about what
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1 imaginary boards at Quimicum and Château Miraval may have done had there been no deadlock.
2 ¶¶ 231(c)–33. Baldwin v. Marina City Prop., Inc., 79 Cal. App. 3d 393, 409 (1978)
3 (“conclusionary statements of . . . proximate cause . . . are meaningless”). Second, while Nouvel
4 pleads that its alleged injuries were “direct[ly] cause[d]” by the absence of a board at Quimicum,
5 ¶ 232, the purported misconduct began when Quimicum had a validly constituted board, ¶ 168.
6 An event that occurred after the misconduct in question began cannot be the proximate cause of
7 that misconduct. See Pitt Demurrer § I.C.
8 Lack of standing. Nouvel’s claim is based on derivative corporate harm—that is, harm to
9 Quimicum and Château Miraval’s corporate stock and assets, which injures Nouvel only
10 “derivatively” in its capacity as indirect shareholder. Under well-established principles of
11 corporate law, Nouvel lacks standing to bring such a claim. Sole Energy Co. v. Petrominerals
12 Corp., 128 Cal. App. 4th 212, 228 (2005) (affirming dismissal of shareholders’ tortious
13 interference claims). The claim, to the extent that it exists, belongs to the injured corporation, not
14 its shareholders. Id. at 232; see also Pitt Demurrer § I.D.
15 Barred by the statute of limitations. The claim also fails because it is barred by the two-
16 year statute of limitations. Cal. Code Civ. Proc. § 339(1). The alleged deadlock began in
17 September 2019, when Nouvel alleges Mondo Bongo “stonewalled” Nouvel’s attempt to appoint
18 its own representative to the Quimicum board. ¶¶ 91–92. Because Nouvel filed its Cross-
19 Complaint more than two years later, on September 6, 2022, its claim is untimely. See DC Comics
20 v. Pacific Pictures Corp., 938 F. Supp. 2d 941, 948, 951 (C.D. Cal. 2013) (dismissing tortious
21 interference claim on this basis); see also Pitt Demurrer § I.E. 3
22 ii. The claim should be dismissed for the independent reason that there are no
non-conclusory allegations that Grant contributed to the alleged deadlock.
23
24 In addition to the reasons set forth in the Pitt Demurrer, Nouvel’s claim against Grant also
25
3
26 Nouvel has attempted to cure its statute of limitations problem by amending its Cross-Complaint
to add the express (and conclusory) allegation that the deadlock began later, at a meeting on
27 September 8, 2020. ¶ 96. But, as set forth above, its own allegations undermine that made-for-
litigation contention. And “artful pleading” is not permitted to circumvent an otherwise applicable
28
statute of limitations. Thomson v. Canyon, 198 Cal. App. 4th 594, 606 (2011).
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1 fails for the independent reason that, as to Grant, the Cross-Complaint lacks any non-conclusory
2 allegations describing what Grant did to support Mondo Bongo’s purported efforts to impose
3 deadlock at Quimicum. Rincon Band, 70 Cal. App. 5th at 1112 (dismissing claim for “parroting
4 the legal elements” of the claim). There are only a few allegations in the Cross-Complaint
5 purporting to connect Grant to Quimicum at all, none of which does anything to further Nouvel’s
6 claim:
7 First, Nouvel alleges that Ocorian—a firm that independently managed Quimicum, ¶¶ 94,
8 171—“communicated principally with Grant about all matters concerning Quimicum,” ¶ 98. But
9 Nouvel pleads nothing about the nature of these communications, other than that they concerned
10 “all matters,” and Ocorian is not alleged to have contributed to the deadlock in any event.
11 Second, Nouvel alleges that Grant “participated” in discussions concerning Mondo

12 Bongo’s putative transfer of 10% of its shares in Quimicum to Nouvel in 2013, including by
13 conveying Pitt’s go-ahead. ¶ 85. But the Cross-Complaint lacks any allegations tying these
14 discussions (which Nouvel does not allege were wrongful) with the deadlock. Nor could it, as the
15 alleged deadlock only took root six years later in 2019. ¶ 92. The 2013 transfer simply has no
16 relevance to Nouvel’s claim of deadlock.
17 Third, Nouvel alleges that Mondo Bongo unsuccessfully proposed that Grant serve as a
18 Quimicum director in October 2021. ¶ 172. That Grant did not become a Quimicum director due
19 to the alleged deadlock does not mean he had anything to do with creating or perpetuating it. And
20 while Nouvel alleges that Château Miraval took advantage of the alleged deadlock at Quimicum to
21 temporarily appoint Grant to the board of Château Miraval, ¶¶ 104–05, Grant’s appointment was
22 at most a byproduct of the deadlock—not a cause of it.
23 In the end, Nouvel’s claim is premised on the naked and conclusory assertion that “Grant
24 has acted as Pitt’s agent to help render Quimicum unable to act” and “has provided advice and
25 guidance to Pitt about beginning and continuing the deadlock.” ¶ 98. But “conclusory
26 allegations,” unsupported by any allegations of actual actions taken by Grant, “are not sufficient to
27 state a claim” under California law. Rincon Band, 70 Cal. App. 5th at 1112.
28
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1 B. Nouvel’s claim for aiding and abetting tortious interference
with contractual relations fails (Claim 9).
2
3 Nouvel’s aiding-and-abetting claim, which is pleaded in the alternative, also fails. Aiding-
4 and-abetting liability depends on the commission of the underlying tort. Richard B. LeVine, Inc.
5 v. Higashi, 131 Cal. App. 4th 566, 574–75 (2005). It can be imposed only where “the person
6 (a) knows the other’s conduct constitutes a breach of duty and gives substantial assistance or
7 encouragement to the other to so act or (b) gives substantial assistance to the other in
8 accomplishing a tortious result and the person’s own conduct, separately considered, constitutes a
9 breach of duty to the third person.” Casey v. U.S. Bank Nat’l Ass’n, 127 Cal. App. 4th 1138, 1144
10 (2005) (citation omitted).
11 Nouvel’s aiding-and-abetting claim should be dismissed for two reasons. First, for the
12 reasons set forth in the Pitt Demurrer, Nouvel’s claim for tortious interference with contractual
13 relations against Pitt fails as a matter of law. See Pitt Demurrer § I; see also § I.A.i, supra.
14 Because there can be no aiding-and-abetting liability absent the commission of the underlying tort,
15 the aiding-and-abetting claim against Grant fails. Richard B. LeVine, Inc., 131 Cal. App. 4th at
16 574–75. Second, as described above in § I.A.ii, the Cross-Complaint’s scant allegations
17 concerning Grant do not support Nouvel’s conclusory assertion that Grant contributed to the
18 shareholder deadlock at Quimicum—much less that he “substantially assisted” Pitt in creating it.
19 See Rakestraw, 81 Cal. App. 4th at 42–43 (conclusory allegations should be rejected on demurrer).
20 II. Nouvel’s claims for tortious interference with prospective economic advantage,
21 aiding and abetting thereof, and civil conspiracy each fail (Claims 2, 5, 10, and 11).
22 Nouvel brings parallel claims against Grant for tortious interference with prospective
23 economic advantage and, in the alternative, aiding and abetting Pitt and Mondo Bongo’s tortious
24 interference with prospective economic advantage. Nouvel also brings a claim for civil conspiracy
25 to tortiously interfere with prospective economic advantage. These claims fail as a matter of law.
26 A. Nouvel’s claims for tortious interference with prospective economic

advantage fail (Claims 2 and 5).
27
28 To state a claim for tortious interference with prospective economic advantage, a plaintiff
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1 must allege: (1) an economic relationship between the plaintiff and some third party, with the
2 probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the
3 relationship; (3) intentional acts on the part of the defendant designed to disrupt the relationship;
4 (4) actual disruption of the relationship; (5) economic harm to the plaintiff proximately caused by
5 the defendant’s acts; and (6) an independently wrongful act. Korea Supply Co. v. Lockheed
6 Martin Corp., 29 Cal. 4th 1134, 1153, 1153, 1158 (2003).
7 Nouvel’s two claims for tortious interference with prospective economic advantage fail for
8 the reasons set forth in the Pitt Demurrer, see Pitt Demurrer § II, and because the Cross-Complaint
9 is devoid of any well-pleaded allegations concerning Grant that could give rise to such a claim.
10 i. The claims fail for the reasons set forth in the Pitt Demurrer.
11 In support of these two claims, Nouvel alleges that Grant: (1) diverted Château Miraval’s
12 resources to vanity projects and entities in which Mondo Bongo (but not Nouvel) holds an interest;
13 (2) misappropriated Château Miraval’s trademarks; and (3) thereby prevented Château Miraval
14 from paying dividends to Quimicum that could be used to repay Nouvel’s shareholder loans to
15 Quimicum. ¶¶ 241–43, 284–85. For purposes of this demurrer, the only notable difference
16 between the two versions of the claim is that one (Claim 2) relies on Nouvel’s status as both an
17 indirect creditor and indirect shareholder of Château Miraval, while the other (Claim 5) relies only
18 on Nouvel’s status as an indirect creditor. Compare ¶¶ 237–39 (Claim 2), with ¶ 281 (Claim 5).
19 As set forth in § II of the Pitt Demurrer, neither claim can survive demurrer for the following
20 independent reasons:
21 Insufficient economic relationship (Element 1). Nouvel fails to satisfy the first element
22 of these claims because its “economic relationship” is impermissibly based on its status as an
23 indirect shareholder and/or indirect creditor of Château Miraval. ¶¶ 237–39 (Claim 2); ¶¶ 281–82
24 (Claim 5). Under California law, neither a shareholder nor a creditor relationship is “a legally
25 protected interest” for purposes of this tort. Worldwide Com., Inc. v. Fruehauf Corp., 84 Cal.
26 App. 3d 803, 808–09 (1978) (dismissing claim based on parent company’s creditor relationship
27 with its subsidiary, and likewise noting parent company was legally required to “disclaim[]” a
28 right to sue based on its “shareholder” relationship with its subsidiary).

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1 No causation (Element 5). Nouvel’s theory is that Château Miraval “would have paid
2 dividends to Quimicum” and Quimicum “would have repaid Nouvel’s shareholder loans,” if
3 Château Miraval’s assets had not been diverted or if Château Miraval had sold its trademarks at
4 fair market value. ¶¶ 246, 288. But it is entirely speculative to hypothesize that Château Miraval
5 would have paid Quimicum dividends in the absence of the alleged misconduct, rather than, for
6 instance, reinvest in its business. It is also entirely speculative to hypothesize that Quimicum
7 would have repaid Nouvel’s shareholder loans—which Nouvel nowhere alleges have even come
8 due. Nouvel thus fails to allege that Quimicum would have received dividends or that Nouvel’s
9 loans would have been repaid “but for” Grant’s conduct—let alone that that Grant “proximate[ly]
10 cause[d]” the complained-of injury. Korea Supply, 29 Cal. 4th at 1165. 4
11 Lack of standing. As with Nouvel’s tortious interference with contract claim (Claim 1),
12 Nouvel lacks standing to assert both versions of its prospective economic advantage claim because
13 the claims are improperly derivative. See § I.A.i, supra. Both versions of this claim (Claim 2 and
14 Claim 5) rely on the same theories of harm and the same damages as Claim 1, and therefore must
15 be dismissed as derivative. Compare ¶ 233 (Claim 1), with ¶ 247 (Claim 2), and ¶ 289 (Claim 5).
16 Barred by the statute of limitations. These claims are also barred by the two-year statute
17 of limitations. Cal. Code Civ. Proc. § 339(1). Nouvel’s window to sue based on the alleged
18 diversion of Château Miraval’s assets to “vanity projects” expired no later than September 2021,
19 two years after Jolie first sought to appoint a representative to Quimicum’s board in connection
20 with her alleged concerns regarding these very issues. ¶¶ 91, 92. And any claim based on Miraval
21 Provence’s registration of Château Miraval’s trademarks expired in September 2019, two years
22 after the marks were first registered. ¶¶ 122, 127; Trembath v. Digardi, 43 Cal. App. 3d 834,
23
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24 Nouvel’s causation theory fails for another reason with respect to Grant: The alleged misconduct
predates his three-month stint on the Château Miraval board. Nouvel alleges that Château Miraval
25 began diverting its assets to so-called vanity projects in 2016 and continued overspending through
2020. ¶¶ 1, 111–18. Nouvel also alleges that Château Miraval allowed Miraval Provence to
26 register certain trademarks between June 2017 and March 2021. ¶¶ 122–24. But Grant was not
appointed to Château Miraval’s board until August 2021, ¶¶ 104–05, and therefore could not have
27 been the “proximate cause” of this conduct and the resulting harm alleged. Dryden v. Tri-Valley
28 Growers, 65 Cal. App. 3d 990, 997 (1977) (dismissing claim where timing of tortious conduct
precluded finding of proximate cause).
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1 836–38 (1974) (sustaining demurrer because claim was time-barred based on complaint’s
2 allegations). 5
3 No “independently wrongful act” (Element 6). Finally, the claims should be dismissed
4 because Nouvel fails to plead an “independently wrongful act”—i.e., an act that is “proscribed by
5 some constitutional, statutory, regulatory, common law, or other determinable legal standard.”
6 Korea Supply, 29 Cal. 4th at 1159. There are no well-pleaded allegations that Grant “conver[ted]”
7 Château Miraval’s trademarks, as Nouvel alleges. ¶¶ 242, 284. Nouvel also is wrong that Grant
8 “breached [a] duty” to protect the marks, ¶¶ 242, 284—Miraval Provence allegedly
9 misappropriated them before Grant became a Château Miraval director, ¶¶ 104–05, 122–24.
10 Finally, Nouvel cannot rely on a supposed violation of Article 1240 of the French Civil Code.
11 Article 1240 is a “catch-all” French tort statute that covers “any wrongful conduct” causing harm
12 to another. Ex. A (Declaration of André Prüm) (“Prüm Decl.”) ¶ 56; see also Ex. U (Art. 1240,
13 French Civ. Code) (“Any act of man which causes damage to another shall oblige the person by
14 whose fault it occurred to repair it.”). Thus, a violation of Article 1240 cannot constitute an
15 “independently wrongful act” without negating the requirement that the actionable conduct be
16 “wrongful by some legal measure other than the fact of interference itself.” Korea Supply, 29 Cal.
17 4th at 1153 (emphasis added).
18 ii. The claim should be dismissed for the independent reason that the
allegations against Grant are conclusory.
19
20 Nouvel’s tortious interference with prospective economic advantage claims against Grant
21 fail for yet another reason: Nouvel fails to plead any non-conclusory allegations tying Grant to the
22
5
23 Nouvel’s allegation that it believed, until late 2021, that the registrations were temporary gets it
nowhere. ¶ 127. “So long as a suspicion exists, . . . the plaintiff must go find the facts” and
24 “cannot wait for the facts to find [it].” Jolly v. Eli Lilly & Co., 44 Cal. 3d 1103, 1111 (1988).
Nouvel’s original Cross-Complaint alleged that, at the time of the 2017 registrations, Nouvel
25
“asked for additional details,” but “received no response.” Cross-Compl. of Nouvel ¶ 88. While
26 Nouvel omits this allegation in its First Amended Cross-Complaint, it is bound by its prior
pleading under the sham-pleading doctrine, which prohibits a plaintiff from altering pleadings
27 “designed to conceal fundamental vulnerabilities.” Lockton v. O’Rourke, 184 Cal. App. 4th 1051,
1061 (2010) (dismissing claim under sham-pleading doctrine where amended pleading omitted
28 facts showing statute of limitations should not be tolled). That is exactly what Nouvel did here.
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1 alleged misconduct at Château Miraval. Nouvel alleges that Grant “act[s] as Pitt’s representative
2 concerning Chateau Miraval business,” ¶ 86, and that he “help[ed]” divert Château Miraval’s
3 assets, ¶ 31. But “conclusions of fact or law” are insufficient to state a claim. Blank v. Kirwan, 39
4 Cal. 3d 311, 318 (1985).
5 Beyond these impermissibly conclusory allegations, the Cross-Complaint contains only
6 three allegations purporting to connect Grant to Château Miraval, and none of them has any
7 relevance to Nouvel’s prospective economic advantage claims.
8 First, Nouvel alleges that Grant was appointed as a director of Château Miraval for a three-
9 month period in 2021. ¶¶ 104–07. But Nouvel does not allege what actions Grant took in this
10 limited capacity, if any. ¶¶ 106–07. The most it can muster is that Miraval Provence submitted an
11 administrative filing in support of a Miraval-related trademark registration “during the period that
12 Grant served as a Chateau Miraval director.” ¶ 125. Nouvel does not, however, allege that
13 Château Miraval—much less Grant—had anything to do with Miraval Provence’s filing.
14 Second, Nouvel alleges that Grant has conveyed Pitt’s decisions to Nouvel and to Château
15 Miraval’s accountants regarding the compensation of Château Miraval’s CEO. ¶ 86. But Nouvel
16 does not allege such compensation was tortious. And serving as a messenger cannot form the
17 basis of tort liability in any event.
18 Third, Nouvel alleges that Grant serves as the “Supplementary President” of Miraval
19 Studios—an affiliated entity that Nouvel simultaneously labels a “vanity project” and complains it
20 lacks an equal share in. ¶¶ 131–34. But the Cross-Complaint does not allege that Grant has taken
21 any action in his capacity as “Supplementary President”—whatever that title denotes—much less
22 that he has engaged in conduct amounting to a diversion of Château Miraval’s profits.
23 Because the only specific factual allegations tying Grant to Château Miraval undermine the
24 Cross-Complaint’s general, conclusory allegations concerning Grant, the tortious interference with
25 prospective economic advantage claims should be dismissed. See Melican v. Regents of Univ. of
26 Cal., 151 Cal. App. 4th 168, 174–75 (2007) (affirming dismissal because “general allegations . . .
27 d[id] not supersede” specific factual allegations, which “did not state a cause of action”).
28
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1 B. Nouvel’s claim for aiding and abetting tortious interference with prospective
economic advantage fails (Claim 10).
2
3 Nouvel also pleads, in the alternative, that Grant aided and abetted Pitt and Mondo
4 Bongo’s alleged tortious interference with Nouvel’s prospective economic advantage. ¶¶ 331–46.
5 As with Nouvel’s claim for aiding and abetting tortious interference with contract, this claim
6 should be dismissed for two reasons. First, the claim necessarily fails because the underlying
7 tortious interference claim against Pitt and Mondo Bongo fails as a matter of law. See Pitt
8 Demurrer § II; see also Richard B. LeVine, Inc., 131 Cal. App. 4th at 575 (no aiding-and-abetting
9 liability where there is no liability for the underlying tort). Second, the claim fails because, as
10 described in detail above, the Cross-Complaint’s scant allegations concerning Grant do not
11 support the conclusory assertion that he “gave substantial assistance” to Pitt and/or Mondo Bongo
12 in connection with the alleged tortious scheme. ¶¶ 338–40. Conclusory allegations, “parroting the
13 legal elements” of the claim, cannot state a claim. Rincon Band, 70 Cal. App. 5th at 1112.
14 C. Nouvel’s claim for civil conspiracy to tortiously interfere with prospective

economic advantage fails (Claim 11).
15
16 Nouvel also alleges that Grant, along with other Cross-Defendants, “formed and operated a
17 conspiracy to disrupt Nouvel’s continued economic relations with Chateau Miraval.” ¶ 352.
18 Under California law, conspiracy is not a cause of action, but a legal doctrine imposing liability on
19 co-conspirators who share a common plan to perpetrate a tort with an immediate tortfeasor.
20 Applied Equip. Corp. v. Litton Saudi Arabia Ltd., 7 Cal. 4th 503, 510–11 (1994). “The elements
21 of an action for civil conspiracy are the formation and operation of the conspiracy and damage
22 resulting to plaintiff from an act or acts done in furtherance of the common design.” Id. at 511.
23 Nouvel’s claim for conspiracy against Grant fails for the following reasons:
24 No underlying civil wrong. As with Nouvel’s aiding-and-abetting claim, this claim should
25 be dismissed because Nouvel’s underlying tortious interference with prospective economic
26 advantage claims (Claims 2 and 5) against Pitt and Mondo Bongo fail as a matter of law. See Pitt
27 Demurrer § II; § II.A.i, supra; see also Applied Equip. Corp., 7 Cal. 4th at 511 (“Standing alone, a
28 conspiracy does no harm and engenders no tort liability. It must be activated by the commission
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1 of an actual tort.”); Worldwide Com., 84 Cal. App. 3d at 811 (no cause of action for conspiracy
2 where underlying conduct is not tortious). 6
3 No liability under agent’s immunity rule. Nouvel’s attempt to impose conspiracy liability
4 on Grant fails for the additional reason that a “duly acting agent[] . . . cannot be held liable for
5 conspiring with their own principal[].” Applied Equip. Corp., 7 Cal. 4th at 512 & n.4. That is
6 because “an agent or employee who is acting within the scope of his authority is (in the eyes of the
7 law) one and the same ‘person’ as the [principal].” Everest Invs. 8 v. Whitehall Real Est. Ltd.
8 P’Ship XI, 100 Cal. App. 4th 1102, 1109 (2002). And a principal “cannot conspire with itself.” Id.
9 Here, Nouvel expressly alleges that Grant (Pitt’s agent) conspired with Pitt (the principal),
10 in contravention of this well-established “agent’s immunity rule.” Id. Right at the beginning of its
11 Cross-Complaint, Nouvel alleges that “Pitt conspired with his agents—Cross-Defendants Gary
12 Bradbury, Roland Venturini, and Warren Grant . . . —to take control of Chateau Miraval’s
13 governance . . . .” ¶ 15; see also, e.g., ¶ 47 (“Grant acts as Pitt’s agent, including with respect to
14 the Chateau Miraval business.”); ¶ 98 (“Grant has acted as Pitt’s agent to help render Quimicum
15 unable to act and supervise Chateau Miraval . . . .”); ¶ 349 (civil conspiracy count: “Pitt and his
16 co-conspirators are directly and intentionally harming Nouvel . . . .”). Nouvel’s conspiracy claim
17 against Grant is thus squarely foreclosed by the agent’s immunity rule. See, e.g., Drs.’ Co. v.
18 Superior Ct., 49 Cal. 3d 39, 49 (1989) (dismissing conspiracy claim in part on this basis).
19 Conclusory allegations. Even if Nouvel had adequately pleaded an underlying tortious

20 claim, Nouvel’s conspiracy claim against Grant nonetheless fails because the Cross-Complaint
21 contains no non-conclusory allegations against Grant implicating him in any conspiracy to commit
22 the underlying tort. As discussed above in § II.A.ii, Nouvel’s few allegations tying Grant to
23 Château Miraval do not sound in misconduct. And as for Grant’s alleged three-month stint as a
24 director of Château Miraval and his unexplained title at Miraval Studios, it is well-settled that
25 director or officer status is not a sufficient basis for pleading conspiracy liability: “Their liability,
26
6
To the extent that Nouvel’s conspiracy claim is premised on one of the other Cross-Defendants’
27 purported commission of an underlying tort, any such claim fails as well for, at minimum, the
28 same reasons set forth in the Pitt Demurrer and restated above. See Pitt Demurrer § II; § II.A.i,
supra.
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1 if any, . . . stems from their own tortious conduct, not from their status as directors or officers of
2 the enterprise.” Reynolds v. Bement, 36 Cal. 4th 1075, 1088 (2005), as modified (Sept. 7, 2005),
3 abrogated on other grounds by Martinez v. Combs, 49 Cal. 4th 35 (2010). “Mere association does
4 not make a conspiracy.” Kidron v. Movie Acquisition Corp., 40 Cal. App. 4th 1571, 1582 (1995)
5 (citation omitted).
6 III. Nouvel’s trespass to chattels claim fails (Claim 7).
7 For its trespass to chattels claim, Nouvel alleges that Grant “intermeddled with the quality
8 of [Nouvel’s Quimicum] shares by interfering with Nouvel’s rights as a shareholder . . . and
9 stripping Quimicum of the economic benefits of its investments.” ¶ 305. Nouvel’s claim fails for
10 the reasons set forth in the Pitt Demurrer and because there are no well-pleaded allegations
11 concerning Grant as to this claim.
12 A. The claim fails for the reasons described in the Pitt Demurrer.
13 As explained in the Pitt Demurrer, Nouvel’s claim for trespass to chattels fails as a matter
14 of law. See Pitt Demurrer § III. Under California’s three-step “governmental interest” test,
15 Luxembourgish law governs this claim. See Chen v. L.A. Truck Ctrs., LLC, 7 Cal. 5th 862, 867–
16 68 (2019). And Luxembourgish law does not recognize a claim for trespass to chattels, as
17 explained by Professor André Prüm—the Chair of Financial and Business Law at the University
18 of Luxembourg, who has been retained to provide expert information relevant to Nouvel’s claims.
19 See Prüm Decl. ¶¶ 1, 52. 7 The claim should be dismissed for this reason.
20 But even if the Court were to apply California law, Nouvel has failed to state a claim.
21 Trespass to chattels is “an occasional remedy for minor interferences, resulting in some damage,
22 but not sufficiently serious or sufficiently important to amount to the greater tort of conversion.”
23 Intel Corp. v. Hamidi, 30 Cal. 4th 1342, 1351, 1358 (2003). It requires some “physical or
24 functional harm or disruption” to the plaintiff’s property, id. at 1360—absent here—and thus does
25 not generally remediate “indirect harms to . . . business interests,” id. at 1358. Allowing Nouvel to
26
7
“Determination of the law of . . . a foreign nation is a question of law.” Cal. Evid. Code
27 § 310(b). “Judicial notice may be taken of . . . [t]he law . . . of foreign nations,” id. § 452(f), and,
28 in taking judicial notice, a court may rely on “the advice of persons learned in the subject matter,”
id. § 454(a)(1).
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1 proceed on its shares-as-chattels theory—however creative it may be—would thus radically
2 expand the type of property interest this tort is intended to address and upset California tort law.
3 Nouvel’s claim should also be dismissed because Nouvel (1) lacks standing to pursue this claim,
4 as its alleged injury is premised on harm to Quimicum and Château Miraval and is thus derivative
5 in nature, and (2) fails to plead proximate causation. See Pitt Demurrer § III; § I.A.i, supra.
6 B. The claim also fails because the allegations against Grant are conclusory.
7 Nouvel’s claim against Grant also fails for the independent reason that the Cross-
8 Complaint is devoid of well-pleaded allegations about Grant. Nouvel alleges that Grant and other
9 Cross-Defendants “intermeddled with the quality or value of Nouvel’s Quimicum shares” by:
10 (1) “encourag[ing] and work[ing] with Mondo Bongo to impose a shareholder deadlock at
11 Quimicum”; and (2) “diverting Chateau Miraval’s funds to projects that lacked a legitimate
12 business purpose.” ¶¶ 306–07. But as described above, the Cross-Complaint does not contain any
13 non-conclusory allegations that Grant engaged in the alleged misconduct. See §§ I.A.ii, II.A.ii,
14 supra.
15 IV. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8).

16 Nouvel’s claim for abuse of right under Article 6-1 of the Luxembourg Civil Code alleges
17 that Grant imposed shareholder deadlock at Quimicum to benefit Pitt and Mondo Bongo. ¶¶ 311–
18 21. The claim, which Nouvel is simultaneously pursuing against Mondo Bongo in Luxembourg
19 (to no avail), see ¶ 180; Ex. Y (Nouvel Summons, Lux. Dist. Ct. (June 28, 2022)), fails for the
20 reasons set forth in the Pitt Demurrer and because there are no well-pleaded allegations about
21 Grant as to this claim.
22 A. The claim fails for the reasons described in the Pitt Demurrer.
23 As Professor Prüm explains, under Luxembourgish law, “shareholders have the right to
24 vote in their best interest.” Prüm Decl. ¶ 29. Article 6-1 is violated in connection with an abuse of
25 voting rights only where a “shareholder has acted maliciously without any real usefulness for itself
26 and without any regard for the rights of others in exercising its voting rights.” Prüm Decl. ¶ 30.
27 As explained in the Pitt Demurrer, Nouvel fails to meet that stringent standard. See Pitt Demurrer
28 § V; see also Prüm Decl. ¶¶ 34–35. Moreover, as Professor Prüm indicates, there is “no legal
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1 precedent” in Luxembourg sustaining an abuse of voting rights claim where, as here, a provisional
2 administrator has been installed to address any risk to the company’s survival. Prüm Decl. ¶ 37.
3 In addition, Nouvel’s abuse of right claim must be dismissed for lack of causation and
4 because it is improperly derivative in nature. As Professor Prüm explains, both are well-
5 established principles of Luxembourgish law, Prüm Decl. ¶¶ 39–50, which apply here for the same
6 reasons discussed above and in the Pitt Demurrer. See § I.A.i, supra; Pitt Demurrer § V.
7 B. The claim also fails because the allegations against Grant are conclusory.
8 Even if Nouvel had adequately alleged a claim for abuse of right against Pitt, its claim
9 against Grant should be dismissed for the independent reason that Nouvel has not alleged conduct
10 by Grant that could amount to an “abuse of right” under Luxembourg law.
11 As Professor Prüm explains, the plain text of Article 6-1 requires an “act” committed by an
12 “author.” Prüm Decl. ¶ 38; see also Ex. D (Art. 6-1, Luxembourg Civil Code) at 2. While Nouvel
13 asserts that Grant “provided advice and guidance to Pitt about beginning and continuing the
14 deadlock,” ¶ 98, it does not cite a single example of any such advice or guidance, rendering the
15 allegation impermissibly conclusory.
16 As discussed above in § I.A.ii, the Cross-Complaint otherwise contains only a few

17 allegations purporting to connect Grant to Quimicum: (1) that Quimicum’s former management
18 company “communicated principally” with Grant, ¶ 98; (2) that Grant “participated” in
19 discussions concerning an unrelated share transfer in 2013, ¶ 85; and (3) that Mondo Bongo
20 unsuccessfully proposed that Grant serve on the board of Quimicum, ¶ 172. Because none of
21 these allegations constitutes an “act” perpetuating the alleged shareholder deadlock, the abuse of
22 right claim should be dismissed. Prüm Decl. ¶ 38.
23 CONCLUSION
24 For the foregoing reasons, the Court should sustain the demurrer and dismiss the claims
25 against Grant with prejudice.
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1

BIRD MARELLA P.C.
3 John V. Berlinski
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1 PROOF OF SERVICE
2 William B. Pitt and Mondo Bongo, LLC v. Angelina Jolie, et al.

Case No. 22STCV06081
3
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
4
At the time of service, I was over 18 years of age and not a party to this action. I am
5 employed in the County of Los Angeles, State of California. My business address is 1875 Century
Park East, 23rd Floor, Los Angeles, CA 90067-2561.
6
On September 20, 2023, I served the following document(s) described as WARREN GRANT’S
7
NOTICE OF DEMURRER AND DEMURRER TO FIRST AMENDED CROSS-
8 COMPLAINT OF NOUVEL, LLC; MEMORANDUM OF POINTS AND AUTHORITIES
on the interested parties in this action as follows:
9 SEE ATTACHED SERVICE LIST
10 BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
sent from e-mail address mwilson@birdmarella.com to the persons at the e-mail addresses listed
11 in the Service List. I did not receive, within a reasonable time after the transmission, any
12 electronic message or other indication that the transmission was unsuccessful.
13 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
14
15 Executed on September 20, 2023, at Los Angeles, California.

16
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18 Maria Wilson
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-28-
PROOF OF SERVICE
1 SERVICE LIST
William B. Pitt and Mondo Bongo, LLC v. Angelina Jolie, et al.
2 22STCV06081
3
Paul D. Murphy Attorneys for Defendant and Cross-
4 Daniel N. Csillag Complainant
MURPHY ROSEN LLP Angelina Jolie
5 100 Wilshire Blvd., Suite 1300
Santa Monica, CA 90401
6 Email: pmurphy@murphyrosen.com
Email: dcsillag@murphyrosen.com
7
8 Keith R. Hummel Attorneys for Defendant and Cross-

Justin C. Clarke Complainant
9 Jonathan D. Mooney Nouvel, LLC
CRAVATH, SWAINE & MOORE LLP
10 Worldwide Plaza
825 Eighth Avenue
11
New York, NY 10019
12 Email: khummel@cravath.com
Email: jcclarke@cravath.com
13 Email: jmooney@cravath.com
14 Joe Tuffaha
Prashanth Chennakesavan
15
LTL ATTORNEYS LLP
16 300 South Grand Avenue, Suite 1400
17 Email: joe.tuffaha@ltlattorneys.com
Email: prashanth.chennakesavan@ltlattorneys.com
18
Mark T. Drooks Appearing specially to challenge
19
BIRD, MARELLA, BOXER, WOLPERT, NESSIM, jurisdiction on behalf of Cross-
20 DROOKS, LICENBERG &rdRHOW, P.C. Defendants
1875 Century Park East, 23 Floor Marc-Olivier Perrin, SAS Miraval
21 Los Angeles, CA 90067 Provence, and Families Perrin.
Email: mdrooks@birdmarella.com
22
S. Gale Dick
23
COHEN & GRESSER
24 800 Third Avenue
New York, NY 10022
25 Email: sgdick@cohengresser.com
26
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-29-
PROOF OF SERVICE
1 Laura W. Brill Appearing specially to challenge
Katelyn A. Kuwata jurisdiction on behalf of Cross-
2 KENDALL BRILL & KELLY LLP Defendants
10100 Santa Monica Blvd., Suite 1725 Gary Bradbury and Roland Venturini
3
4 Email: lbrill@kbkfirm.com
Email: kkuwata@kbkfirm.com
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PROOF OF SERVICE
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1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.

NOTICE OF WARREN GRANT’S DEMURRER AND

5 demur to the First Amended Cross-Complaint filed by Defendant and Cross-Complainant

15 or considered by the Court prior to its ruling.

18 DATED: September 20, 2023 By:

4 filed by Defendant and Cross-Complainant NOUVEL, LLC on the following grounds:

5 DEMURRER TO FIRST CAUSE OF ACTION

6 (Tortious Interference with Contractual Relations)

7 Cross-Complainant Nouvel’s First Cause of Action for Tortious Interference with

9 constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

12 statute of limitations. Cal. Code Civ. Proc. § 339(1).

13 DEMURRER TO SECOND CAUSE OF ACTION

15 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with

17 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

18 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with

20 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

21 DEMURRER TO FIFTH CAUSE OF ACTION

22 (Tortious Interference with Prospective Economic Advantage)

23 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with

25 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

26 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with

28 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

3 Cross-Complainant Nouvel’s Seventh Cause of Action for Trespass to Chattels is subject

5 Code Civ. Proc. § 430.10(e).

6 DEMURRER TO EIGHTH CAUSE OF ACTION

7 (Abuse of Right under Article 6-1 of the Luxembourg Civil Code)

11 DEMURRER TO NINTH CAUSE OF ACTION

18 the applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

19 DEMURRER TO TENTH CAUSE OF ACTION

20 (Aiding and Abetting Tortious Interference with Prospective Economic Advantage)

2 (Civil Conspiracy to Tortiously Interfere with Prospective Economic Advantage)

3 Cross-Complainant Nouvel’s Eleventh Cause of Action for Civil Conspiracy to Tortiously

6 WHEREFORE, Cross-Defendant GRANT prays that:

7 1. the Demurrer be sustained as requested; and

11 DATED: September 20, 2023 By:

5 LEGAL STANDARD ..................................................................................................................... 12

7 I. Nouvel’s claims for tortious interference with contractual relations and

12 II. Nouvel’s claims for tortious interference with prospective economic

16 B. Nouvel’s claim for aiding and abetting tortious interference with

3 Applied Equip. Corp. v. Litton Saudi Arabia Ltd.,

8 Casey v. U.S. Bank Nat’l Ass’n,

13 Drs.’ Co. v. Superior Ct.,

18 Intel Corp. v. Hamidi,

22 44 Cal. 3d 1103 (1988) ...................................................................................................... 20 n.5

23 Kidron v. Movie Acquisition Corp.,

11 Sole Energy Co. v. Petrominerals Corp.,

15 43 Cal. App. 3d 834 (1974) ..................................................................................................... 20

16 Worldwide Com., Inc. v. Fruehauf Corp.,

22 Cal. Evid. Code § 454(a) ......................................................................................................... 24 n.7

23 French Civil Code, Article 1240 ................................................................................................... 20

24 Luxembourg Civil Code, Article 6-1 ...................................................................................... 25, 26

11 which Grant joins as to Sections I.B–E, II, III, and V.

20 the kind this Court routinely rejects.

9 the Cross-Complaint lacks sufficient allegations to implicate Grant in any event.

15 reason that it is not premised on well-pleaded allegations against Grant.

22 deadlock is entirely conclusory.

8 Grant is not alleged to have any involvement in Miraval Provence’s operations.

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