Opp

1 BIRD, MARELLA, RHOW,
LINCENBERG, DROOKS & NESSIM, LLP

2 John V. Berlinski (State Bar No. 208537)
jberlinski@birdmarella.com
3 Julia B. Cherlow (State Bar No. 290538)
jcherlow@birdmarella.com
4 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067-2561
5 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
6
WACHTELL, LIPTON, ROSEN & KATZ
7 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
8 Jessica L. Layden (admitted pro hac vice)
Ioannis D. Drivas (admitted pro hac vice)
9 51 West 52nd Street
New York, NY 10019
10 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
11
Attorneys for Plaintiffs and Cross-Defendants
12 William B. Pitt and Mondo Bongo, LLC
13
14 SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, CENTRAL DISTRICT
15
16 WILLIAM B. PITT, an individual; and Case No. 22STCV06081

MONDO BONGO, LLC, a California limited
17 liability company, PLAINTIFF WILLIAM B. PITT’S
OPPOSITION TO DEFENDANT
18 Plaintiffs, ANGELINA JOLIE’S MOTION TO
COMPEL FURTHER RESPONSES
19 vs.
Filed concurrently with Plaintiff’s Separate
20 ANGELINA JOLIE, et al., Statement; Declaration of Julia B. Cherlow;
and [Proposed] Order
21 Defendants.
Judge: Hon. Lia Martin
22 Dept.: 3
and RELATED CROSS-ACTIONS.
23 Date: August 1, 2024
Time: 9:00 A.M.
24 Reservation ID: 640811717941
25 Action Filed: February 17, 2022

Trial Date: Not yet set
26
27
28
PLAINTIFF WILLIAM B. PITT’S OPPOSITION TO

DEFENDANT ANGELINA JOLIE’S MOTION TO COMPEL FURTHER RESPONSES
1 TABLE OF CONTENTS
2 Page
3 INTRODUCTION ..............................................................................................................................5
4 STATEMENT OF FACTS.................................................................................................................7
5 I. Pitt and Jolie are parties to an implied-in-fact contract governing any sale of
Miraval. ......................................................................................................................7
6
II. Pitt and Jolie enter into sale negotiations consistent with the terms of the
7 contracts governing the transfer of their interests in Miraval. ...................................8
8 III. The parties negotiate a letter of intent governing Jolie’s sale to Pitt,
including the language of the NDA provision they had agreed to in
9 principle. .....................................................................................................................9
10 IV. Jolie unilaterally breaks off negotiations..................................................................10
11 V. Jolie leverages her “NDA defense” to seek oppressive and harassing

discovery. .................................................................................................................11
12
LEGAL STANDARD ......................................................................................................................12
13
ARGUMENT ...................................................................................................................................12
14
I. The Requests are irrelevant to Jolie’s NDA defense. ...............................................12
15
II. Even if Jolie had pled that the NDA (as opposed to the contract itself) was
16 unconscionable, the discovery Jolie seeks would still be irrelevant. .......................14
17 III. Pitt already agreed to produce documents he possesses regarding the

subjective inquiries at issue here; Jolie’s remaining 54 Requests are not
18 narrowly tailored and implicate serious and legitimate privacy concerns. ..............15
19 CONCLUSION ................................................................................................................................19
20
21
22
23
24
25
26
27
28
2
1 TABLE OF AUTHORITIES
2 Page(s)
3 Cases
4 Armendariz v. Found. Health Psychcare Servs., Inc.
5 24 Cal. 4th 83 (2000)................................................................................................................. 6
6 Cal. Grocers Assn. v. Bank of Am.

22 Cal. App. 4th 205 (1994) .............................................................................................. 12, 15
7
Cent. Valley Ch. 7th Step Found., Inc. v. Younger
8 214 Cal. App. 3d 145 (1989) ................................................................................................... 17
9 Cnty. of Los Angeles v. Law Bldg. Corp.
254 Cal. App. 2d 848 (1967) ............................................................................................... 6, 13
10
11 Cnty. of Los Angeles v. Superior Ct.

65 Cal. App. 5th 621 (2021) .............................................................................................. 17, 18
12
Davis v. Kozak
13 53 Cal. App. 5th 897 (2020) .............................................................................................. 12, 15
14 Dennison v. Rosland Cap. LLC
47 Cal. App. 5th 204 (2020) .................................................................................................... 14
15
16 Fireman’s Fund Ins. Co. v. Super. Ct.

233 Cal. App. 3d 1138 (1991) ........................................................................................... 12, 18
17
Grafilo v. Soorani
18 41 Cal. App. 5th 497 (2019) .................................................................................................... 17
19 Hill v. Nat’l Collegiate Athletic Assn.

7 Cal. 4th 1 (1994)................................................................................................................... 16
20
Mead Reinsurance Co. v. Super. Ct.
21
188 Cal. App. 3d 313 (1986) ............................................................................................. 12, 18
22
OTO, L.L.C. v. Kho
23 8 Cal. 5th 111 (2019)............................................................................................................... 15
24 Smith v. San Francisco & N.P. Ry. Co.

115 Cal. 584 (1897) ................................................................................................................. 13
25
Tylo v. Superior Ct.
26 55 Cal. App. 4th 1379 (1997) .................................................................................................. 17
27
Williams v. Superior Ct.
28 3 Cal. 5th 531 (2017)......................................................................................................... 17, 18
3
1 Statutes
2 Civ. Code
§ 1667 .................................................................................................................................. 6, 15
3 § 1670.5(a) .................................................................................................................... 6, 12, 13
4
Civ. Proc. Code
5 § 2017.020 ............................................................................................................................... 12
§ 2031.060 ......................................................................................................................... 12, 16
6 § 2031.310 ............................................................................................................................... 12
7
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4
1 INTRODUCTION
2 This case concerns the sale of Angelina Jolie’s interest in Château Miraval, the family
3 estate and winery she owned with Brad Pitt, and whether Jolie and her former holding company
4 (Nouvel) violated their respective contractual obligations by selling that interest to the Stoli spirits
5 empire behind Pitt’s back. Rather than litigate this issue head-on, Jolie has made the strategic
6 decision to seek to transform this business dispute into a tawdry public reboot of the parties’
7 confidential family court proceedings, including by repeatedly levying incendiary allegations
8 about the unfortunate events that preceded the dissolution of the former couple’s marriage. Jolie’s
9 legal fig leaf for this strategy is her “NDA defense,” i.e., her claim that a proposal during
10 negotiations by lawyers for Pitt and his business partner Marc Perrin, to include standard non-
11 disparagement language in the letter of intent for their unconsummated acquisition of Jolie’s
12 interest in Miraval, retroactively rendered the parties’ mutual obligations not to sell Miraval to
13 a stranger without the other’s consent “unconscionable, void, and against public policy.”1
14 Jolie’s NDA defense is the cornerstone of her Motion to Compel. Indeed, her justification
15 for this sensationalist fishing expedition—which covers 54 Requests seeking wide-ranging and
16 intrusive discovery into some of the most deeply personal aspects of her ex-husband’s life—is that
17 the documents will “show[] why Pitt needed the new NDA, and why [Jolie] viewed that new
18 proposed NDA as unacceptable, economically abusive, and coercively controlling.” Mot. at 16.
19 This purported justification, and in turn Jolie’s Motion, fails for at least four reasons.
20 First, documents evidencing why Pitt sought the proposed NDA and how that made Jolie
21 feel are irrelevant to Jolie’s NDA defense2 because that unconscionability defense is evaluated “in
22 the light of the circumstances as they existed at the time the bargain was struck and not at the time
23
1
24 Given that the question of unconscionability is a legal issue that will be determined by the Court,
not a jury, Jolie’s argument that she is entitled to present this evidence to the jury in connection
25 with her cross-claim strongly suggests that her true intent is simply to inflame the jury.
26 Jolie agrees this is her primary defense. Her counsel has stated publicly that he is “gratified that
2
the Court acknowledged that the only potential relevance is to the unconscionability of Mr. Pitt’s
27
conduct, a now confirmed key issue in this case.” See https://ca.news.yahoo.com/angelina-jolie-
28 must-produce-years-181323966.html.
5
1 the parties seek to enforce the rights based on their earlier contract.” County of Los Angeles v.
2 Law Bldg. Corp., 254 Cal. App. 2d 848, 856 (1967) (emphasis added). Here, the implied-in-fact
3 contract alleged by Pitt was formed before Pitt and Perrin made their NDA proposal to Jolie.
4 Thus, Pitt’s request for an NDA in connection with the parties’ 2021 sale negotiations could not
5 have retroactively rendered the parties’ existing implied-in-fact contract unconscionable or void.
6 Civ. Code § 1670.5(a) (looking to whether “the contract or any clause of the contract [was]
7 unconscionable at the time it was made,” emphasis added). Discovery into Pitt’s ex post
8 motivations for making the proposal, and Jolie’s ex post reactions to receiving it is, by definition,
9 irrelevant: It has no bearing on what was known at the time of contract formation, and thus, is not
10 probative of whether the underlying contract terms are unconscionable.
11 Second, even if Jolie had alleged that the proposed NDA was, itself, unconscionable,
12 which she has not, the discovery sought here would not be relevant either because
13 unconscionability is evaluated according to an objective standard, not a subjective standard that
14 would consider “why a new NDA covering Pitt’s personal conduct was essential to him and a
15 nonstarter for Jolie.” See, e.g., Armendariz v. Found. Health Psychcare Servs., Inc., 24 Cal. 4th
16 83, 114 (2000); Civ. Code § 1667 (voidness due to public policy).
17 Third, while vehemently denying the relevance of this discovery, Pitt long ago agreed to
18 produce the documents that will show his motivations in proposing the NDA—what Jolie refers to
19 as the issue “at the heart of this case—and at the center of this Motion.” Mot. at 3. This included
20 all negotiating history related to the failed sale negotiations, including all documents “that refer to
21 the reasons Pitt proposed to modify the scope of” the NDA that Jolie claims caused her to abandon
22 these negotiations. Ex. 13 at 61–62 (Request No. 88). As for the documents showing how Jolie
23 reacted to the NDA proposal, those documents are necessarily in Jolie’s possession. Indeed, it is
24 Jolie’s communications, not Pitt’s, that will test her assertions about her motivations and state of
25 mind in breaching the parties’ implied-in-fact contract and selling to Stoli. The Requests at issue
26
27 3
Unless otherwise stated, citations to exhibits refer to exhibits to the concurrently filed
28 Declaration of Julia B. Cherlow (“Cherlow Decl.”).
6
1 here, however, are focused exclusively on Pitt’s communications with third parties.
2 And fourth, to avoid unnecessary motion practice and another public filing rife with
3 personal attacks, Pitt voluntarily offered to produce documents sufficient to show everything that
4 occurred on the flight that precipitated the ex-couple’s divorce—the event that Jolie alleges made
5 Pitt’s NDA request so offensive here. See Murphy Decl., Ex. 24 at 1–2. If Jolie’s Requests were
6 really about “what happened on that plane”4 as she claims, X-C ¶ 39, Pitt’s offer should have
7 sufficed. Jolie, however, rejected Pitt’s compromise and moved to compel his communications
8 with third parties—including his most trusted advisors—about such sensitive issues as the therapy
9 he voluntarily undertook after the flight incident in an effort to better himself, “drug and alcohol
10 testing” he has allegedly undergone, his alleged “overuse or abuse of alcohol,” and other actions
11 taken in the aftermath of the flight. These private, third-party communications are far removed
12 from the issues and allegations in this case, and in many cases, they have nothing but the most
13 tenuous relationship to “what happened on that plane.” Jolie, however, wants them anyway as part
14 of her efforts to turn this business dispute into a re-litigation of the former couple’s divorce case.5
15 These are not valid bases for discovery, and Jolie’s Motion should be denied.
16 STATEMENT OF FACTS
17 I. Pitt and Jolie are parties to an implied-in-fact contract governing any sale of Miraval.
18 Pitt and Jolie acquired Château Miraval in 2008 through their respective LLCs, Mondo
19 Bongo, LLC and Nouvel, LLC, to serve as their family home and business. See Third Amended
20 Complaint (“TAC”) ¶¶ 32–33. Pitt alleges that based on the former couple’s conduct and
21
22 4
While irrelevant to this case, Pitt has not denied the incident but publicly made clear his regret
23 about it and his dedication to changing the behaviors that led to it. Jolie’s attempt to capitalize on
his efforts in that regard and to discover information about “therapy in which [Pitt] voluntarily
24 agreed to engage” after the incident are not only improper but also entirely inconsistent with her
stated goal of “set[ting] a course for her family to heal.” Mot. at 6.
25
5
Jolie is likely to argue (as her lawyer has to the press) that the Court’s ruling on Pitt’s motion to
26 compel Jolie’s NDAs somehow justifies the discovery at issue here. But discovery into the terms
of Jolie’s NDAs—which the Court found appropriate for “the single issue” of evaluating Jolie’s
27
unconscionability defense—is readily distinguishable from the private communications at issue,
28 which cannot be relevant to her unconscionability defense for the reasons described here.
7
1 statements over time, and consistent with written restrictions agreed to by Mondo and Nouvel, he
2 and Jolie were parties to an implied-in-fact contract pursuant to which they “would hold their
3 respective interests in Miraval together, and, if the time ever came, they would sell their interests
4 separately only with the other’s consent.” TAC ¶¶ 1–2, 164. Jolie denies the contract but
5 describes it in the same way. E.g., X-C ¶ 1 (“Pitt alleges that . . . the couple ‘impliedly’ agreed
6 they would never sell their respective interests in the chateau without the other’s consent.”).
7 Separately, their respective holding companies agreed to a right of first refusal over any attempt to
8 sell their respective interests in the Château. TAC ¶ 2. Together, these agreements assured that
9 neither party could bring a stranger into the venture without the other’s permission and protected
10 the family estate and business that Pitt was successfully building. Id. ¶ 12.
11 II. Pitt and Jolie enter into sale negotiations consistent with the terms of the contracts
governing the transfer of their interests in Miraval.
12
On September 19, 2016, Jolie filed for divorce from Pitt.6 TAC ¶ 60. Shortly thereafter,
13
the former couple began off-and-on negotiations for Pitt’s partial buyout of Jolie’s interest in
14
Miraval on terms consistent with their existing implied-in-fact contract. Id. ¶¶ 61–65, 75 (Jolie to
15
Pitt: “I agree it all has to go if it goes.”). In January 2021, Jolie informed Pitt that she wished to
16
sell her entire interest in Miraval. Id. ¶ 77. In accord with the parties’ agreements, Jolie
17
acknowledged to Pitt that there were only “two ways forward” to accomplish this exit—either
18
through Pitt’s “complete buy out of [her] share” or through a joint “outright sale” of the entire
19
business—and that if the former couple could not reach a deal, she would “out of necessity have to
20
remain in the business.” Id. ¶¶ 78–80; Murphy Decl., Ex. 2 [Schummer Ltr.] at 2. Pitt agreed to
21
work with his business partner, Perrin, to acquire Jolie’s interest. TAC ¶ 81. Jolie and Pitt then
22
engaged in negotiations, and by the end of February 2021, “the parties reached an agreement in
23
principle[.]” X-C ¶ 28. As part of this agreement, the parties agreed to a “non-disparagement
24
25
6
Jolie spends nearly a third of her Motion addressing her version of the painful details of the
26 parties’ divorce and custody proceedings, including statements about her purported financial
condition. These details have no bearing on the discovery at issue (let alone the business dispute
27
at issue in this case). Suffice it to say, Pitt strenuously objects to Jolie’s version of the facts, and
28 will have no choice but to seek additional discovery to refute Jolie’s narrative if necessary.
8
1 agreement relating to the wine business.” Murphy Decl., Ex. 2 [Schummer Ltr.] at 1.
2 While Jolie was negotiating with Pitt, she secretly opened parallel negotiations with Yuri
3 Shefler and the Stoli Parties to discuss selling her stake in Miraval to them instead. TAC ¶¶ 95–
4 96. Indeed, her holding company Nouvel and the Stoli Parties entered into a confidentiality
5 agreement binding Stoli to keep secret even “that discussions . . . relating to the Proposed
6 Transaction [were] taking place.” Id. ¶ 97.
7 III. The parties negotiate a letter of intent governing Jolie’s sale to Pitt, including the
language of the NDA provision they had agreed to in principle.
8
While Jolie’s representatives conducted these secret negotiations with Stoli, Jolie
9
continued negotiating with Pitt about his purchase of her interests in Miraval. Jolie’s attorney
10
Laurent Schummer wrote to Pitt’s attorney and Perrin on April 6, 2021, to confirm that the parties
11
had “reached final agreement on 25 February 2021” for the sale of Jolie’s interests to Pitt and
12
Perrin and that an NDA was a condition of the deal. Murphy Decl., Ex. 2 at 1. In the same letter,
13
Schummer referenced his and Jolie’s awareness of Pitt’s concerns that public disclosures about the
14
former couple’s marital issues could impact the business and expressly disclaimed any intention
15
by Jolie to speak publicly about those issues. Id. at 2.
16
On April 16, 2021, Pitt and Perrin’s counsel responded to Schummer with a letter of intent
17
summarizing the principal terms of the proposed transaction, including (among other things)
18
confirmation that the deal would include the non-disparagement clause intended to protect the
19
Miraval wine business. TAC ¶ 82. Given Pitt’s close association with the Miraval brand and
20
personal participation in its marketing (a fact Jolie, herself, had highlighted in explaining why she
21
wished to exit the business), Pitt and Perrin’s counsel proposed for the clause to reflect
22
a commitment not to denigrate Miraval Provence and its direct and
23 indirect shareholders including Mr. William Bradley Pitt, Mr. Marc
Perrin and Familles Perrin SAS. This commitment is not intended to
24 limit the claims, filings and testimony made in court by any of the
Parties in the ongoing US legal proceedings between the Parties;
25
Ex. 4 at 3.7
26
27 7
Exhibit 3 of the Murphy Declaration appears to attach counsel’s substantively similar June
28 proposal rather than the April proposal.
9
1 Although Jolie now contends that this NDA proposal, and its subsequent iteration, was so
2 “cruel” that it caused her “to nearly shutdown,” Mot. at 12, she expressed no surprise when Pitt
3 first proposed it. Neither she nor her counsel characterized the proposal in April 2021 as a
4 “callous and mean-spirited demand” that “nearly broke her,” as she now does. Mot. at 6. Rather,
5 her counsel responded by saying that “this is the area where we now need to be precise” and
6 proposing some changes. Murphy Decl., Ex. 4 at 1. The parties continued to negotiate, and Pitt
7 and Perrin’s counsel sent a revised draft on June 2. Murphy Decl. Ex. 6 at 1 (“As agreed, please
8 find attached our revised LoI.”).
9 While Jolie asserts that Pitt and Perrin made their proposal “even harsher over time,” Mot.
10 at 11, in reality the revised NDA proposed by Pitt and Perrin’s attorney on June 2 was largely the
11 same as the prior NDA other than it was modified to include Jolie as a covered party in response
12 to her lawyer’s request that the obligations be mutual, and to limit the duration to a period of four
13 years. Murphy Decl., Ex. 6 at 5. The revised clause still included an express carveout for legal
14 matters: It would “not limit the ability, for any Party, to make any claims, filings or testimony in
15 any legal proceedings,” including the former couple’s ongoing divorce and custody proceedings.
16 Id. Thus, under both proposed NDAs, Jolie and Pitt were free to speak in the parties’ ongoing
17 custody dispute or any other legal proceeding. And, indeed, around this same time the private
18 judge hearing Pitt and Jolie’s custody dispute found for Pitt, holding among other things that Jolie
19 was not credible, a ruling which Jolie ultimately appealed and had reversed due to the private
20 judge’s failure to disclose a prior proceeding involving Pitt’s counsel. See TAC ¶ 84.
21 IV. Jolie unilaterally breaks off negotiations.
22 Pitt and Perrin’s NDA proposal was never a “take it or leave it” demand. To the contrary,
23 in the cover letter transmitting the revised draft NDA on June 2, 2021, Pitt and Perrin’s counsel
24 stated, “I am at your disposal to discuss it.” Murphy Decl. Ex. 6 at 1. Jolie’s counsel never took
25 him up on this offer, presumably because, at virtually the same time, Jolie and the Stoli Parties had
26 secretly reached an agreement on a sale of Jolie’s interests in Miraval at a higher price than what
27 Pitt had offered to pay. Soon thereafter, on June 14, Jolie’s counsel and the Stoli Parties held a
28 “Kick-off call” to begin the process of papering that agreement. The very next day, June 15,
10
1 Jolie’s lawyer abruptly informed Pitt that their deal was off and that Jolie considered herself “free
2 to pursue any other transactions.” TAC ¶¶ 89, 101.
3 Jolie now asserts in this litigation that she was entitled to do this because Pitt was “fixated
4 on forcing her to agree to his expansive NDA.” Mot. at 6; cf. X-C ¶ 33 (referencing Pitt’s
5 “attempt to include” the NDA). Mere months after closing her deal with Stoli at a higher price
6 that she never gave Pitt and Perrin the opportunity to match, and having successfully appealed the
7 adverse custody ruling, Jolie herself went on to request an even broader NDA from Pitt in their
8 family court case that made no reference to the wine business and would have limited Jolie’s
9 “freedom to speak” more than Pitt’s NDA would have. TAC ¶ 87; Ex. 5 at 2. Jolie’s proposed
10 clause would have provided: “Other than in court pleadings or testimony, neither party shall
11 directly or through a party’s representatives make in a public forum any derogatory remark
12 about the other party.” Ex. 5 at 2 (emphases added).
13 V. Jolie leverages her “NDA defense” to seek oppressive and harassing discovery.
14 To date, Jolie has served 116 document requests on Pitt; her former company Nouvel has
15 served an additional 123 document requests on Pitt. Cherlow Decl. ¶ 2. Among Jolie’s document
16 requests was a request for “[a]ll DOCUMENTS and COMMUNICATIONS concerning any and
17 all reasons you proposed to modify the scope of the NDA in the PROPOSED SALE.” Pitt agreed
18 to produce these documents. Ex. 1 at 61–62 (Request No. 88). Jolie also served Requests
19 concerning Pitt’s use of NDAs with third parties (identical to Pitt’s comparable requests on Jolie).
20 Pitt has agreed to produce those documents as well. Ex. 3.
21 The 54 Requests at issue in Jolie’s Motion seek documents concerning Pitt’s alleged
22 communications with law enforcement and other agencies about the family disturbance on an
23 airplane that precipitated the couple’s divorce (Nos. 1, 8, 15, 22, 29, and 42), his communications
24 with advisors and confidantes about that incident (Nos. 2–7, 9–14, 16–21, and 43–47), Jolie’s
25 court filing about the incident (RFP Nos. 49–54), conditions allegedly imposed on Pitt by social
26 services as a result of that incident (RFP Nos. 23–28, and 30–35), therapy Pitt voluntarily
27 undertook following the incident (RFP Nos. 36–41), and communications about his alleged
28 “overuse and abuse” of alcohol over a period of 13 years (RFP No. 48). Pitt objected that the
11
1 Requests were unduly burdensome, oppressive, harassing, violative of his and third parties’
2 privacy rights and privileges, and not reasonably calculated to lead to the discovery of admissible
3 evidence. Ex. 1 at 8–37.
4 The parties met and conferred over the course of six months, including by exchanging at
5 least a dozen letters and emails and having several oral meet and confers. See Murphy Decl., Exs.
6 12–24. In an effort to resolve the dispute, and without waiver of any objections, Pitt offered to
7 produce documents sufficient to show “what happened on that plane on September 14, 2016.”
8 Murphy Decl., Ex. 24 at 1–2. Jolie rejected Pitt’s offer and filed her Motion anyway. Id.
9 LEGAL STANDARD
10 “The court shall limit the scope of discovery if it determines that the burden, expense, or
11 intrusiveness of that discovery clearly outweighs the likelihood that the information sought will
12 lead to the discovery of admissible evidence.” Civ. Proc. Code § 2017.020; see also id.
13 § 2031.060. A party moving to compel production must “set forth specific facts showing good
14 cause justifying the discovery sought by the demand.” Id. § 2031.310(b)(1) (emphasis added); see
15 Mead Reinsurance Co. v. Super. Ct., 188 Cal. App. 3d 313, 320 (1986) (speculation insufficient);
16 Fireman’s Fund Ins. Co. v. Super. Ct., 233 Cal. App. 3d 1138, 1141 (1991) (reversing trial court’s
17 order to produce communications that might be irrelevant and might contain sensitive commercial
18 information).
19 “If the court as a matter of law finds [a] contract or any clause of the contract to have been
20 unconscionable at the time it was made the court may refuse to enforce the contract . . . .” Civ.
21 Code § 1670.5(a) (emphasis added). The Court looks to “the mores and business practices of the
22 time and place” of contract formation. Cal. Grocers Assn. v. Bank of Am., 22 Cal. App. 4th 205,
23 214 (1994) (citation omitted); Davis v. Kozak, 53 Cal. App. 5th 897, 910, 916 (2020) (“Substantive
24 unconscionability turns not only on a ‘one-sided’ result, but also on an absence of ‘justification’ for
25 it,” internal quotation marks omitted).
26 ARGUMENT
27 I. The Requests are irrelevant to Jolie’s NDA defense.
28 Pitt alleges that the former couple entered into an implied-in-fact contract, whereby the
12
1 parties would “hold Miraval together and not sell their interests separately without the other’s
2 consent . . . .” TAC ¶ 12. Jolie, for her part, alleges that “to the extent Pitt had any form of
3 consent or veto right, Pitt rendered that right unconscionable, void and against public policy by
4 conditioning the [parties’ 2021 sale negotiations] on Jolie’s silence.” X-C ¶ 5; see also Ex. 2
5 [May 16, 2024 Tr.] at 12:2–7 (“The defense is you can’t assert a contract and then demand an
6 unconscionable, essentially, gag order on her conduct as a condition to executing [sic] that
7 contract.”). In short, Jolie’s NDA defense is that the alleged implied-in-fact contract is
8 unconscionable based on an event—Pitt and Perrin’s NDA proposal—that occurred after contract
9 formation.8 Jolie’s basis for seeking the discovery at issue in this Motion is that it will
10 (purportedly) uncover why Pitt proposed the NDA as part of the sale negotiations, and why Jolie
11 allegedly reacted so strongly to receiving that proposal.
12 But even if that were true—and it is not, for the reasons set forth below—none of this
13 discovery can possibly relate to Jolie’s NDA defense because it all goes to an event that occurred
14 after formation of the parties’ implied-in-fact contract. Indeed, as a matter of law, Pitt’s NDA
15 proposal could not have retroactively rendered unconscionable or void as against public policy the
16 contract pleaded here, because the contract already existed at the time Pitt and Perrin made their
17 NDA proposal. Civ. Code § 1670.5(a) (looking to whether “the contract or any clause of the
18 contract [was] unconscionable at the time it was made,” emphasis added); Law Bldg. Corp., 254
19 Cal. App. 2d at 856. Pitt’s motivations in making the NDA proposal, and Jolie’s purported
20 reactions to receiving it, are therefore not at all “at the heart of this case,” as Jolie claims. Rather,
21 they have zero bearing on Jolie’s NDA defense and therefore Jolie has not met her burden to
22 demonstrate basic relevance, let alone the heightened standard (as discussed further below) given
23 the privacy implications of the requested discovery.
24 Likewise, Jolie’s hypothetical future affirmative defenses (Mot. at 15) cannot justify this
25
8
Jolie does not argue that the contract was unconscionable when entered into—and it was not.
26 See Smith v. S.F. & N.P. Ry. Co., 115 Cal. 584, 605 (1897) (“[T]here is nothing inconsistent with
public policy for two or more persons, who contemplate purchasing certain property, to agree with
27
each other, as a condition of the purchase, that neither will dispose of his share within a limited
28 period, or for less than a fixed sum, or except upon certain limitations.”).
13
1 discovery because she has not pleaded them. Even if she had, her Motion fails because it does not
2 try to explain why such defenses would permit her, let alone require her, to “present the jury with
3 admissible evidence demonstrating exactly what Pitt hoped to cover up with an expanded NDA
4 and why Pitt’s demand was so impactful on Jolie.” Mot at 15. Jolie never sought Pitt’s consent to
5 sell to Stoli; instead, she scuttled her imminent deal with Pitt and secretly arranged to sell her
6 interest to Stoli. To the extent Jolie intends to argue that the proposed NDA excused her breach as
7 it would have allegedly silenced her, if the Court allows such a defense, she has all the information
8 she needs to prove what she would have said outside of court proceedings but for the NDA. Jolie
9 has therefore again not met her burden to demonstrate how this evidence is relevant, let alone
10 necessary, to these hypothetical future affirmative defenses.
11 II. Even if Jolie had pled that the NDA (as opposed to the contract itself) was
unconscionable, the discovery Jolie seeks would still be irrelevant.
12
Moreover, while Jolie pretends otherwise in her Motion, Jolie’s actual pleadings reveal
13
that she does not seek a finding that the proposed NDA itself was unconscionable. See X-C at 15
14
(Prayer for Relief). Even if she had, however, the documents sought by the 54 Requests would
15
not be discoverable because these documents are irrelevant to both procedural and substantive
16
unconscionability. Dennison v. Rosland Cap. LLC, 47 Cal. App. 5th 204, 210–11 (2020).
17
Procedural unconscionability looks to oppression or surprise arising from unequal
18
bargaining power. Id. Here, while Jolie has not even attempted to link her allegations to these
19
legal precepts, it is clear that the negotiating history of the transaction (which has also already
20
been produced in full) will be far more reflective of Jolie’s reaction (surprise or otherwise) to
21
receiving Pitt’s NDA proposal than documents related to therapy or wellness programs that Pitt
22
participated in after the flight that precipitated their divorce. As for purported oppression, Jolie
23
appears to allege unequal bargaining power in claiming that “Pitt tried to take advantage of Jolie’s
24
[financial] position by refusing to buy her interest in Miraval unless she agreed to his controlling
25
and punishing NDA.” Mot. at 6. Putting aside that Jolie was doing quite well financially by any
26
standards in 2021 (a year in which she starred in a Marvel movie and another major motion picture
27
release, while living in a $25 million house), the documents at issue here will reveal nothing about
28
14
1 the impact that the parties’ relative financial positions had on their sale negotiations.9
2 Similarly, these documents are irrelevant to substantive unconscionability, which is an
3 objective inquiry. Davis, 53 Cal. App. 5th at 910, 916; see also Cal. Grocers Assn., 22 Cal. App.
4 4th at 214 (contract may be substantively unconscionable where “the terms are ‘so extreme as to
5 appear unconscionable according to the mores and business practices of the time and place,’”
6 citation omitted). While this objective inquiry justified the Court’s earlier order for production of
7 Jolie’s other NDAs, the at-issue discovery into the subjective reasons why Pitt proposed the NDA
8 and why Jolie subjectively rejected it cannot advance the objective unconscionability analysis.
9 Simply put, Pitt and Jolie’s subjective state of mind would be immaterial even if Jolie had had
10 alleged unconscionability of the NDA itself, which again, she has not.10
11 Likewise, with respect to voidness as a matter of public policy, the NDAs, which had an
12 express carve-out for legal proceedings, are either objectively contrary to an express provision of
13 law, the policy of express law, or “good morals,” or they are not. Civ. Code § 1667. The specifics
14 of any alleged “physical and emotional abuse” that might have been covered by the NDA is
15 entirely immaterial.
16 III. Pitt already agreed to produce documents he possesses regarding the subjective
inquiries at issue here; Jolie’s remaining 54 Requests are not narrowly tailored and
17 implicate serious and legitimate privacy concerns.
18 Jolie claims that her RFPs 1–54 are an “attempt to obtain a targeted set of documents”
19 “aimed at why a new NDA covering Pitt’s personal conduct was essential to him and a nonstarter
20 for Jolie.” Mot. at 16:20, 17:1–2. Putting aside the absurdity of Jolie’s suggestion that 54 requests
21 could be considered “targeted,” and Jolie’s failure to establish relevance as set forth above, Pitt
22 already agreed to produce the documents he possesses that are relevant to this inquiry.
23 These include “[a]ll DOCUMENTS and COMMUNICATIONS concerning the
24
9
This allegation is also insufficient to state a claim for procedural unconscionability because the
25 bespoke NDA proposal was not a contract of adhesion and no other elements of oppression—
including inter alia the education and experience of the party and whether the party was aided by
26 an attorney—are present. See OTO, L.L.C. v. Kho, 8 Cal. 5th 111, 126–27 (2019).
27 10
As described elsewhere herein in greater detail, Pitt nonetheless long ago agreed to produce
28 documents “that refer to the reasons Pitt proposed to modify the scope of [the] NDA.”
15
1 PROPOSED SALE” to Jolie and “[a]ll DOCUMENTS and COMMUNICATIONS concerning
2 any and all reasons you proposed to modify the scope of the NDA in the PROPOSED SALE.”
3 See Ex. 1 at 60–62 (Request Nos. 87–88). In responding to these requests, Pitt has agreed to
4 produce the full negotiating history of the parties’ failed sale transaction in which he and Perrin
5 proposed the NDA, plus all documents related to his intentions in proposing the various versions
6 of the NDA that they proposed. The documents showing why Jolie backed out of the transaction,
7 for their part, are necessarily in Jolie’s possession. Indeed, it is Jolie’s communications (to the
8 extent she had them) and her testimony, not Pitt’s, that will be probative of her assertions about
9 her own motivations and state of mind in abandoning the parties’ deal and selling to Stoli.
10 Jolie nonetheless demands wide-ranging discovery into, among other things, Pitt’s
11 communications about “any therapy in which [he] voluntarily agreed to engage from
12 September 14, 2016 through December 31, 2018,” his consumption of alcohol from 2008 through
13 2021—a period six times the length of the former couple’s marriage—his “random drug and
14 alcohol testing” following the already well-documented “flight” that precipitated their divorce,
15 communications with various government agencies about the flight, and confidential filings from
16 the parties’ divorce case. These requests are not designed to discover relevant evidence but rather
17 to embarrass Pitt and/or to prejudice the trier of fact, which is not permitted by California’s
18 discovery statutes. See, e.g., Civ. Proc. Code § 2031.060(b) (“The court, for good cause shown,
19 may make any order that justice requires to protect any party or other person from unwarranted
20 annoyance, embarrassment, or oppression, or undue burden and expense.”).
21 Production of these documents would also constitute a serious intrusion into Pitt’s privacy
22 rights (and those of third parties) under the California constitution, which protects non-conviction
23 law enforcement records, medical records, drug testing and substance abuse treatment, Pitt’s
24 married life, and the termination thereof.11 As the California Supreme Court has explained, an
25 individual’s “interests in precluding the dissemination or misuse of sensitive and confidential
26 information” are “the core value” of the right to privacy. Hill v. Nat’l Collegiate Athletic Assn., 7
27
11
28 Some of these documents are also likely to be protected by the physician/patient privilege.
16
1 Cal. 4th 1, 35 (1994) (“A particular class of information is private when well-established social
2 norms recognize the need to maximize individual control over its dissemination and use to prevent
3 unjustified embarrassment or indignity.”); Tylo v. Superior Ct., 55 Cal. App. 4th 1379, 1388 (1997)
4 (“There can be no doubt that the marital relationship serves as a foundation for an assertion of the
5 right to privacy . . . .”); Cent. Valley Ch. 7th Step Found., Inc. v. Younger, 214 Cal. App. 3d 145,
6 161 (1989) (reaffirming the right to privacy covers various law enforcement records); Grafilo v.
7 Soorani, 41 Cal. App. 5th 497, 507 (2019). Pitt plainly had a reasonable expectation of privacy
8 with respect to communications with his closest advisors about the most personal events of his
9 life, including his marriage and his medical treatment. And of course, production of documents
10 regarding therapy would undermine the very purpose of going to therapy in the first place. County
11 of Los Angeles v. Superior Ct., 65 Cal. App. 5th 621, 643 (2021) (“It is not only the privacy rights
12 of individual patients that are at stake here, but also the continued effectiveness and viability of
13 important substance abuse treatment programs.”).
14 Following a party’s assertion of the right of privacy, “[t]he party seeking information may
15 raise in response whatever legitimate and important countervailing interests disclosure serves,
16 while the party seeking protection may identify feasible alternatives that serve the same interests
17 or protective measures that would diminish the loss of privacy. A court must then balance these
18 competing considerations.” Williams v. Superior Ct., 3 Cal. 5th 531, 552 (2017); Los Angeles, 65
19 Cal. App. 5th at 656 (“where ‘a discovery request seeks information implicating the constitutional
20 right of privacy,’ the party seeking discovery must make a showing of need greater than that
21 needed for discovery requests generally,” quoting Williams.)
22 The balancing test here weighs overwhelmingly in Pitt’s favor. Jolie’s Motion does not
23 even address Pitt’s privacy objections, and the only “countervailing interest” she identifies in her
24 Separate Statement is that she believes that a re-airing of the ex-couple’s divorce case is relevant
25 to her alleged reaction to receiving the proposed NDA language. For the reasons set forth above,
26 that reaction cannot be relevant to her defenses. But in any event, Jolie cannot meet her burden to
27 show that the relevance of the documents she seeks outweighs Pitt’s countervailing privacy
28 interests—particularly given the publicity surrounding the parties and this case—or that the
17
1 feasible alternatives that serve the same interests or protective measures that would diminish the
2 loss of privacy are insufficient. Williams, 3 Cal. 5th at 552.
3 Indeed, Pitt has repeatedly identified feasible alternatives including the documents he has
4 already agreed to produce concerning the negotiating history of the sale transaction, his
5 motivations for making the NDA proposal,12 and documents sufficient to show what occurred on
6 the “flight.” Jolie never explains why that information is insufficient, let alone “discuss[es] in any
7 detail the other discovery that has been produced in this case in attempting to explain [her] need
8 for the specific discovery at issue,” emphasis in original, as she is required to do to justify
9 production. Los Angeles, 65 Cal. App. 5th at 656 (error to grant motion to compel in such
10 circumstances). Rather, the justification she offers is that Pitt might tell a different story about the
11 couple’s prior relationship, and therefore she might need this evidence to support her version of
12 these private events. Mot. at 17.
13 Jolie’s other purported reasons for seeking these documents fare no better. Jolie blindly
14 surmises that these documents may reveal “whether [Pitt] or his representatives lied to or tried to
15 use Pitt’s power and prestige to push these agencies not to pursue their investigations,” Mot. at 17,
16 “the measures he took to convince governmental agencies not to bring charges against him,” id.,
17 and “what he was seeking to accomplish” in connection with attending therapy or complying with
18 conditions related to his efforts to secure custody of his children, id. at 18. These theories are
19 wildly and impermissibly speculative and thus do not constitute good cause for production of
20 these highly sensitive documents. Mead, 188 Cal. App. 3d at 320; Fireman’s Fund, 233 Cal. App.
21 3d at 1141. They are also completely disconnected from any subject matter at issue in this case,
22 including Jolie’s claim that Pitt sought the NDA because he feared what she might say.
23 Jolie is wrong about the “heart of this case.” The truth is that it is a business dispute about
24
12
25 Notably, those documents reflect that Jolie expressed no surprise when Pitt first proposed the
NDA. Nor did she or her counsel characterize the proposal or its subsequent iteration as a “callous
26 and mean-spirited demand” that “nearly broke her,” as she now does. Mot. at 6. Rather, her
counsel responded by saying that “this is the area where we now need to be precise” and
27
proposing some changes. Murphy Decl., Ex. 4 at 1. Presumably this is why Jolie seeks to
28 undertake a wide-ranging fishing expedition that would grossly violate Pitt’s privacy.
18
1 a family estate and winery. There is no valid reason to relitigate family law issues in this forum,
2 or require the production of highly sensitive medical and other private records, particularly where
3 the requested documents are irrelevant to Jolie’s NDA defense, and where Pitt has already agreed
4 to produce the documents he possesses that are germane to the parties’ pleadings in this case.
5 CONCLUSION
6 For the reasons stated herein, Plaintiffs respectfully request that the Court deny the Motion.
8 DATED: July 11, 2024
9
By: /s/ John V. Berlinski
10
John V. Berlinski
11
BIRD, MARELLA, RHOW,
12 LINCENBERG, DROOKS & NESSIM, LLP
John V. Berlinski (State Bar No. 208537)
13
Julia B. Cherlow (State Bar No. 290538)
14
WACHTELL, LIPTON, ROSEN & KATZ
15 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
16 Jessica L. Layden (admitted pro hac vice)
Ioannis D. Drivas (admitted pro hac vice)
17
18 Attorneys for Plaintiffs and Cross-Defendants

William B. Pitt and Mondo Bongo, LLC
19
20
21
22
23
24
25
26
27
28
19
1 PROOF OF SERVICE
2 Pitt v. Jolie
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 July 11, 2024, I served the following document(s) described as PLAINTIFF
7 WILLIAM B. PITT’S OPPOSITION TO DEFENDANT ANGELINA JOLIE’S MOTION
TO COMPEL FURTHER RESPONSES on the interested parties in this action as follows:
8
SEE ATTACHED SERVICE LIST
9
BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
10 sent from e-mail address kminutelli@birdmarella.com to the persons at the e-mail addresses listed
in the Service List. I did not receive, within a reasonable time after the transmission, any
11 electronic message or other indication that the transmission was unsuccessful.
12 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
13
Executed on July 11, 2024, at Los Angeles, California.
14
15
/s/ Karen M. Minutelli
16 Karen M. Minutelli
17
18
19
20
21
22
23
24
25
26
27
28
20
PROOF OF SERVICE
1 SERVICE LIST
Pitt v. Jolie
2 Case No. 22STCV06081
3 Paul D. Murphy Laura W. Brill

Daniel N. Csillag Daniel Barlava
4 MURPHY ROSEN LLP Matthew Bernstein
100 Wilshire Boulevard, Suite 1300 KENDALL BRILL & KELLY LLP
5 Santa Monica, CA 90401 10100 Santa Monica Boulevard, Suite 1725
Telephone: (310) 899-3300 Los Angeles, CA 90067-4013
6 Email: pmurphy@murphyrosen.com Telephone: (310) 556-2700
Email: dcsillag@murphyrosen.com Email: lbrill@kbkfirm.com
7 Counsel for Defendant and Cross- Email: dbarlava@kbkfirm.com
Complainant Angelina Jolie Email: mbernstein@kbkfirm.com
8 Counsel appearing specially to challenge
jurisdiction on behalf of Cross-Defendants
9 Roland Venturini and Gary Bradbury
10 Joe Tuffaha Keith R. Hummel

Prashanth Chennakesavan Justin C. Clarke
11 LTL ATTORNEYS LLP Jonathan Mooney
300 South Grand Avenue, Suite 1400 CRAVATH, SWAINE & MOORE LLP
12 Los Angeles, CA 90071 Worldwide Plaza
Telephone: (213) 612-8900 825 Eighth Avenue
13 Email: joe.tuffaha@ltlattorneys.com New York, NY 10019
Email: Telephone: (212) 474-1000
14 prashanth.chennakesavan@ltlattorneys.com Email: khummel@cravath.com
Counsel for Defendant and Cross- Email: jcclarke@cravath.com
15 Complainant Nouvel, LLC and Defendant Email: jmooney@cravath.com
Tenute del Mondo B.V., and specially Counsel for Defendant and Cross-
16 appearing to challenge jurisdiction on behalf Complainant Nouvel, LLC and Defendant
of Defendants Yuri Shefler and Alexey Tenute del Mondo B.V., and specially
17 Oliynik appearing to challenge jurisdiction on behalf
of Defendants Yuri Shefler and Alexey
18 Oliynik
19 Mark Drooks S. Gale Dick
Debbie Throckmorton Phoebe King
20 Assistant to Mark Drooks Randall Bryer
BIRD, MARELLA, RHOW, LINCENBERG, COHEN & GRESSER LLP
21 DROOKS & NESSIM, LLP 800 Third Avenue
1875 Century Park East, 23rd Floor New York, NY 10022
22 Los Angeles, CA 90067-2561 Telephone: (212) 707-7263
Telephone: 310 201-2100 Email: SGDick@CohenGresser.com
23 Email: mdrooks@birdmarella.com Email: PKing@CohenGresser.com
Email: dthrockmorton@birdmarella.com Email: rbryer@cohengresser.com
24 Counsel appearing specially to challenge Counsel appearing specially to challenge
jurisdiction on behalf of Cross-Defendants jurisdiction on behalf of Cross-Defendants
25 Marc-Olivier Perrin, SAS Miraval Provence, Marc-Olivier Perrin, SAS Miraval Provence,
Familles Perrin, SAS Petrichor, Vins et Familles Perrin, SAS Petrichor, Vins et
26 Domaines Perrin SC, SASU Le Domaine, and Domaines Perrin SC, SASU Le Domaine,
SAS Distilleries de la Riviera and SAS Distilleries de la Riviera
27
28
21
PROOF OF SERVICE

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1 BIRD, MARELLA, RHOW,

LINCENBERG, DROOKS & NESSIM, LLP

14 SUPERIOR COURT OF THE STATE OF CALIFORNIA

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

25 Action Filed: February 17, 2022

PLAINTIFF WILLIAM B. PITT’S OPPOSITION TO

10 IV. Jolie unilaterally breaks off negotiations..................................................................10

11 V. Jolie leverages her “NDA defense” to seek oppressive and harassing

17 III. Pitt already agreed to produce documents he possesses regarding the

4 Armendariz v. Found. Health Psychcare Servs., Inc.

5 24 Cal. 4th 83 (2000)................................................................................................................. 6

6 Cal. Grocers Assn. v. Bank of Am.

11 Cnty. of Los Angeles v. Superior Ct.

16 Fireman’s Fund Ins. Co. v. Super. Ct.

19 Hill v. Nat’l Collegiate Athletic Assn.

24 Smith v. San Francisco & N.P. Ry. Co.

7 confidential family court proceedings, including by repeatedly levying incendiary allegations

10 probative of whether the underlying contract terms are unconscionable.

13 unconscionability is evaluated according to an objective standard, not a subjective standard that

6 Transaction [were] taking place.” Id. ¶ 97.

8 find attached our revised LoI.”).

21 IV. Jolie unilaterally breaks off negotiations.

2 to pursue any other transactions.” TAC ¶¶ 89, 101.

12 about the other party.” Ex. 5 at 2 (emphases added).

20 Pitt has agreed to produce those documents as well. Ex. 3.

3 evidence. Ex. 1 at 8–37.

25 it,” internal quotation marks omitted).

11 allegedly reacted so strongly to receiving that proposal.

23 the privacy implications of the requested discovery.

10 necessary, to these hypothetical future affirmative defenses.

2 Similarly, these documents are irrelevant to substantive unconscionability, which is an

23 These include “[a]ll DOCUMENTS and COMMUNICATIONS concerning the

20 annoyance, embarrassment, or oppression, or undue burden and expense.”).

25 individual’s “interests in precluding the dissemination or misuse of sensitive and confidential

13 important substance abuse treatment programs.”).

21 needed for discovery requests generally,” quoting Williams.)

2 loss of privacy are insufficient. Williams, 3 Cal. 5th at 552.

12 these private events. Mot. at 17.

8 DATED: July 11, 2024

18 Attorneys for Plaintiffs and Cross-Defendants

3 Paul D. Murphy Laura W. Brill

10 Joe Tuffaha Keith R. Hummel

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