1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.

2 John V. Berlinski (Bar No. 208537)
jberlinski@birdmarella.com
3 Julia B. Cherlow (Bar No. 290538)
jcherlow@birdmarella.com
4 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
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. Allen (admitted pro hac vice)
51 West 52nd Street
9 New York, NY 10019
Telephone: (212) 403-1000
10 Facsimile: (212) 403-2000
Attorneys for Cross-Defendant Warren Grant
11

12

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

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, REPLY BRIEF IN SUPPORT OF
16 WARREN GRANT’S DEMURRER TO
Plaintiffs, FIRST AMENDED CROSS-COMPLAINT
17 OF NOUVEL, LLC
v.
18 Filed concurrently with Declarations and
ANGELINA JOLIE, et al., Supplemental Request for Judicial Notice
19
Defendants. Judge: Hon. Lia Martin
20 Dept: 16
Date: January 24, 2024
21
and RELATED CROSS-ACTIONS. Time: 9:00 a.m.
22 Reservation ID: 900048070166
23 Action Filed: February 17, 2022
Trial Date: Not yet set
24

25

26

27

28

GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S

FIRST AMENDED CROSS-COMPLAINT
 1 TABLE OF CONTENTS

2 Page
3 INTRODUCTION ............................................................................................................................. 5

4 ARGUMENT .................................................................................................................................... 5

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

6 aiding and abetting thereof fail (Claims 1 and 9). ............................................................... 5

7 A. Nouvel’s claim for tortious interference with contractual relations fails

(Claim 1). .................................................................................................................. 6
8
B. Nouvel’s claim for aiding and abetting tortious interference with contractual
9 relations fails (Claim 9). ............................................................................................ 9

10 II. Nouvel’s claims for tortious interference with prospective economic advantage,
aiding and abetting thereof, and civil conspiracy each fail (Claims 2, 5, 10, and
11 11). ..................................................................................................................................... 10
12 A. Nouvel’s claims for tortious interference with prospective economic advantage fail
(Claims 2 and 5). ..................................................................................................... 10
13
B. Nouvel’s claim for aiding and abetting tortious interference with prospective
14 economic advantage fails (Claim 10). ..................................................................... 13
15 C. Nouvel’s claim for civil conspiracy to tortiously interfere with prospective
economic advantage fails (Claim 11). ..................................................................... 13
16
III. Nouvel’s trespass to chattels claim fails (Claim 7)............................................................ 15
17
IV. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8). ........................................ 16
18
CONCLUSION ............................................................................................................................... 16
19

20

21

22

23

24

25

26

27

28
2
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 TABLE OF AUTHORITIES
2 Page(s)

3 Cases

4 Angus v. Transnat’l Auto. Grp., Inc.,

2009 WL 10674036 (C.D. Cal. June 15, 2009)..................................................... 11 n.6, 12 n.6
5

6 Apple Inc. v. Superior Ct.,

18 Cal. App. 5th 222 (2017) .............................................................................................. 16 n.8
7
Applied Equp. Corp. v. Litton Saudi Arabi Ltd.,
8 7 Cal. 4th 503 (1994)............................................................................................................... 14
9 Austin B. v. Escondido Union Sch. Dist.,
149 Cal. App. 4th 860 (2007) ........................................................................................ 9, 12, 13
10
Beeler v. City Title Ins. Co.,
11
201 Cal. App. 2d 702 (1962) ................................................................................................... 14
12
Berry v. Frazier,
13 90 Cal. App. 5th 1258 (2023) .................................................................................................. 15

14 Best Carpet Values, Inc. v. Google LLC,

2021 WL 4355337 (N.D. Cal. Sept. 24, 2021), rev’d and remanded, 2024 WL
15 119670 (9th Cir. Jan. 11, 2024) ............................................................................................... 15
16
Boon Rawd Trading Int’l Co. v. Paleewong Trading Co.,
17 688 F. Supp. 2d 940 (N.D. Cal. 2010) ...................................................................................... 9

18 Chen v. PayPal, Inc.,

61 Cal. App. 5th 559 (2021) .................................................................................................... 13
19
Factory Direct Wholesale, LLC v. iTouchless Housewares & Prods.,
20 411 F. Supp. 3d 905 (N.D. Cal. 2019) ...................................................................................... 9
21 Fiol v. Doellstedt,

22 50 Cal. App. 4th 1318 (1996) .................................................................................................. 13

23 Hsu v. Semiconductor Sys., Inc.,

126 Cal. App. 4th 1330 (2005) .............................................................................. 11 n.6, 12 n.6
24
Janken v. GM Hughes Elecs.,
25 46 Cal. App. 4th 55 (1996) .................................................................................................. 9, 13
26 Jenni Rivera Enters., LLC v. Latin World Entm’t Holdings, Inc.,
36 Cal. App. 5th 766 (2019) ...................................................................................................... 9
27

28
3
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 Jones v. H.F. Ahmanson & Co.,
1 Cal. 3d 93 (1969) .................................................................................................................... 8
2
Kidron v. Movie Acquisition Corp.,
3 40 Cal. App. 4th 1571 (1995) .................................................................................................. 14
4
Korea Supply Co. v. Lockheed Martin Corp.,
5 29 Cal. 4th 1134 (2003)........................................................................................................... 10

6 Mintz v. Blue Cross of Cal.,

172 Cal. App. 4th 1594 (2009) ............................................................................................ 7 n.3
7
Ramirez v. Navarro,
8 2023 WL 1806847 (C.D. Cal. Jan. 5, 2023).............................................................................. 9
9 Rincon Band of Luiseño Mission Indians etc. v. Flynt,

10 70 Cal. App. 5th 1059 (2021) .................................................................................................... 7

11 Shopoff & Cavallo LLP v. Hyon,

167 Cal. App. 4th 1489 (2008) .................................................................................................. 8
12
Sole Energy Co. v. Petrominerals Corp.,
13 128 Cal. App. 4th 212 (2005) .................................................................................................... 8
14 Worldwide Commerce, Inc. v. Fruehauf Corp.,

15 84 Cal. App. 3d 803 (1978) ..................................................................................................... 11

16 Statutes and Rules

17 Cal. Civ. Proc. Code § 430.41(b) ............................................................................................ 16 n.8

18

19

20

21

22

23

24

25

26

27

28
4
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 INTRODUCTION
2 Nouvel’s claims against Warren Grant, Mr. Pitt’s business manager, should be dismissed,

3 at minimum, for the same reasons set forth in the reply brief filed by Pitt and Mondo Bongo on

4 January 11, 2024 (the “Pitt Reply”). As explained in the Pitt Reply, Nouvel is engaged in an

5 improper attempt to convert a corporate governance dispute in Luxembourg into a tort action in

6 California. Not surprisingly given this backdrop, each claim on which Nouvel has crudely grafted

7 this shareholder dispute fails on its face. And if the claims against Pitt and Mondo Bongo fail,

8 there can be no claim against Grant.

9 But even if any of Nouvel’s claims against Pitt and Mondo Bongo could survive (and they

10 should not), Nouvel’s duplicative claims against Grant still fail for one overarching reason: Its

11 Cross-Complaint lacks any non-conclusory allegations about Grant sufficient to give rise to a

12 claim. Instead, Nouvel distorts its own Cross-Complaint and invites the Court to draw specific

13 inferences of misconduct that do not logically flow from its scant allegations concerning Grant.

14 For example, Nouvel asks the Court to assume Grant committed misconduct giving rise to $350

15 million in damages because he briefly filled a vacancy on the Château Miraval board and allegedly

16 serves as an officer of an affiliated entity. Yet Nouvel does not cite a single action Grant

17 undertook or communication he sent in either of these capacities. Likewise, Nouvel makes a

18 general allegation that Grant communicated with an independent Luxembourg administrative

19 services agency “about all matters concerning Quimicum,” but fails to identify a single such

20 communication. Nouvel Opposition Brief (“Opp.”) at 4. Innuendo and speculation are not

21 sufficient to survive demurrer, and “guilt by association” is not a tort.

22 Grant’s demurrer should be sustained.

23 ARGUMENT
24 I. Nouvel’s claims for tortious interference with contractual relations and
25 aiding and abetting thereof fail (Claims 1 and 9).

26 Nouvel’s opposition fails to overcome the clear legal defects undermining its claim against

27 Grant for tortious interference with the Quimicum Articles (Claim 1), and its virtually identical

28 alternative claim for aiding and abetting (Claim 9).

5
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 A. Nouvel’s claim for tortious interference with contractual relations fails (Claim 1).
2 Nouvel’s tortious interference claim fails because the Cross-Complaint lacks allegations
3 concerning Grant that could give rise to a claim and for the reasons explained in the Pitt Demurrer

4 and set forth below (see Pitt Reply § I):

5 Conclusory allegations. Nouvel’s opposition confirms that its Cross-Complaint lacks any
6 non-conclusory allegations against Grant to support the claim that he “developed a plan to disrupt

7 the contractual relationship among Nouvel, Mondo Bongo and Quimicum” through the imposition

8 of shareholder deadlock. ¶ 228.1

9 Nouvel argues that it alleged “Grant put[] himself forward as a candidate to serve as
10 Quimicum’s sole director,” which it labels a “bad faith ploy” that “perpetuated the shareholder

11 deadlock.” Opp. at 4. But Nouvel has to misrepresent its own Cross-Complaint to come up with

12 even this thin assertion. What Nouvel actually alleges in its Cross-Complaint is that “Mondo

13 Bongo’s lawyers . . . proposed . . . Grant” as director. ¶ 174 (emphasis added). Grant is not

14 Mondo Bongo’s lawyer. And even if Grant had “put[] himself forward,” it would make no

15 difference. Grant did not make it onto the board because Nouvel blocked his candidacy, ¶ 174,

16 and Nouvel does not explain how Grant’s failure to become a director of Quimicum due to the

17 alleged deadlock is tortious.2 Moreover, Grant is not alleged to have cast any vote on behalf of

18 Pitt or Mondo Bongo perpetuating the alleged deadlock, even though Nouvel itself identifies such

19 voting as the sine qua non of its claim. See Opp. at 7 (“a deadlock occurs only when the

20 shareholders vote and cannot reach agreement . . . .”).

21 Nouvel also argues that the Court can “reasonably infer that Grant corresponded with
22 Quimicum concerning the deadlock as part of Pitt’s effort to impose it,” based on its allegation

23

24 1
Citations to ¶ are to Nouvel’s First Amended Cross-Complaint.
25 2
Ironically, Nouvel later itself proposed Grant as a candidate for the Quimicum board in a letter it
26 sent to the District Court of Luxembourg on February 21, 2023. Decl. of John V. Berlinski in
Support of Request for Judicial Notice and Demurrer to First Am. Cross-Compl. (Sept. 20, 2023)
27 (“Berlinski Decl.”), Ex. M (Letter from Nouvel to the District Court of Luxembourg and Mondo
Bongo, dated Feb. 21, 2023,) at 3. That Nouvel did so squarely undermines its claim that Mondo
28 Bongo’s proposal that Grant serve on the same board was somehow tortious.
6
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 that Ocorian, an independent corporate management agency, “communicated principally with

2 Grant about all matters concerning Quimicum.” Opp. at 4. For starters, that is an admission that

3 Nouvel is not actually aware of any communications between Grant and Quimicum “concerning

4 the deadlock.” Id. Moreover, Nouvel’s “inference” does not make sense on its own terms, given

5 that Ocorian is not alleged to be complicit in the deadlock. As for Nouvel’s claim that the

6 resignation of Ocorian created the conditions for the deadlock, Opp. at 5, this likewise gets it

7 nowhere, as Nouvel does not make any specific (or even general) allegation that Grant did

8 anything to cause Ocorian to resign. In the end, Nouvel’s claim is premised on the naked assertion

9 that Grant “has acted as Pitt’s agent to help render Quimicum unable to act” and “has provided

10 advice and guidance to Pitt about beginning and continuing the deadlock.” Opp. at 4. But such

11 “conclusory allegations” “are not sufficient to state a claim” under California law. Rincon Band of

12 Luiseño Mission Indians etc. v. Flynt, 70 Cal. App. 5th 1059, 1112 (2021).3

13 No breach or disruption (Element 4). Nouvel offers two theories of disruption of the

14 Quimicum Articles, both of which are deficient. First, Nouvel asserts that “Grant interfered with

15 Nouvel’s participation in . . . collective decision making [at Quimicum] by contributing to the

16 shareholder deadlock.” Opp. at 5. But the Quimicum Articles empower Nouvel to “take part in

17 collective decisions” only to the extent that it may vote on shareholder resolutions in equal

18 proportion to its shares. See Berlinski Decl., Ex. C §§ 7.2, 7.3. These rights have not been

19 disrupted. Nouvel has always voted its shares, see ¶¶ 95–96, 174–75, 178, and nothing in the

20 Quimicum Articles required Mondo Bongo to vote for Nouvel’s preferred directors. Second,

21 Nouvel argues that its performance of the Articles was made more burdensome because it has

22 “convene[d] numerous meeting and [] initiate[d] proceedings to appoint an administrator” in

23 Luxembourg (on which the parties agreed). Opp. at 5; ¶ 181. These unremarkable events do not

24 amount to “disruption” under California law. Nouvel cites no authority to the contrary.

25

26 In addition, the agent “of a contracting party may not be held liable for the tort of interfering with
3

its principal’s contract.” Mintz v. Blue Cross of Cal., 172 Cal App. 4th 1594, 1607 (2009).
27 Mondo Bongo is the contracting party, and Pitt is Mondo Bongo’s “sole manager.” ¶ 41. Any
alleged acts taken by Grant as an agent of Pitt (or Mondo Bongo) in this respect cannot give rise to
28 a claim of tortious interference as a matter of law.
7
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 No causation (Element 5). Nouvel argues that its theory of causation is “logical and

2 direct.” Opp. at 5. But Nouvel’s allegations require the Court to guess at how two hypothetical

3 boards—one at the level of Quimicum and one at Château Miraval, both composed of independent

4 actors acting in their own discretion—would have acted in a counterfactual scenario where they

5 had come into existence. That is precisely the opposite of what proximate causation requires. See

6 Shopoff & Cavallo LLP v. Hyon, 167 Cal. App. 4th 1489, 1509 (2008) (sustaining demurrer where

7 “allegations of proximately caused damages were either inadequate, uncertain or speculative”).

8 Moreover, Nouvel’s claim that a shareholder deadlock that it argues began in 2020 caused

9 damages allegedly beginning in 2016 makes no sense on its face. ¶¶ 1, 232. Nouvel seeks to

10 dodge this issue by pointing to its allegation that the prior independent director at Quimicum failed

11 to “exercise oversight over Château Miraval,” Opp. at 6, but that is a non sequitur: Nouvel must

12 trace its claimed damages to the alleged deadlock, not the conduct of a prior independent director.4

13 Derivative harm / standing. California law looks to the “gravamen of the complaint” to

14 assess whether it improperly asserts “injury to the corporation” (i.e., derivative harm) and

15 therefore a claim that belongs to the corporation itself rather than the shareholder directly. Jones

16 v. H.F. Ahmanson & Co., 1 Cal. 3d 93, 106–07 (1969). Nouvel tries to reframe its claim as

17 “direct” by pointing to alleged injury to its “governance rights” and so-called “disguised

18 dividends.” Opp. at 6. But Nouvel cannot escape that the “gravamen” of its Cross-Complaint and

19 alleged harm is the alleged “dissipation of [Miraval’s] assets.” Sole Energy Co. v. Petrominerals

20 Corp., 128 Cal. App. 4th 212, 228 (2005). This is the very archetype of a derivative claim that

21 belongs to the corporation and which must satisfy the procedures governing derivative actions.

22 Nouvel has not attempted to do so.

23 Time-barred. Nouvel attempts to bypass the two-year statute of limitations by asserting

24 that its claim “accrued each time the state of deadlock was exploited to harm Nouvel.” Opp. at 7.

25

26
As for Nouvel’s argument that “most of the harms . . . occurred only after the shareholder
4

27 deadlock was imposed,” Opp. at 6, its own allegations refute this claim. As explained in the Pitt
Demurrer, the allegedly tortious course of conduct began when Quimicum had a validly
28 constituted board, prior to any deadlock. See Pitt Demurrer § I.C.
8
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 Nouvel simply ignores that it has alleged a continuous scheme, see, e.g., ¶¶ 90–94, and that

2 California courts have not applied the “continuous accrual doctrine to tortious interference claims”

3 premised on such continuous schemes. Factory Direct Wholesale, LLC v. iTouchless Housewares

4 & Prods., 411 F. Supp. 3d 905, 918 (N.D. Cal. 2019); see also Ramirez v. Navarro, 2023 WL

5 1806847, at *14 (C.D. Cal. Jan. 5, 2023). Nouvel’s authorities (which do not hold otherwise in

6 any event) are either non-precedential or arise outside the statute of limitations context. See Boon

7 Rawd Trading Int’l Co. v. Paleewong Trading Co., 688 F. Supp. 2d 940 (N.D. Cal. 2010); Jenni

8 Rivera Enters., LLC v. Latin World Entm’t Holdings, Inc., 36 Cal. App. 5th 766 (2019).5

9
B. Nouvel’s claim for aiding and abetting tortious interference
10 with contractual relations fails (Claim 9).

11 As explained in Grant’s opening brief, Nouvel’s aiding and abetting claim is dependent on
12 Pitt’s commission of the underlying tort and therefore fails for the reasons set forth in the Pitt

13 Demurrer. See Pitt Demurrer § I; see also Pitt Reply § I; § I.A, supra.

14 But even if Nouvel had stated an underlying claim, its aiding and abetting claim against
15 Grant fails for the independent reason that Nouvel has not adequately pleaded that Grant

16 knowingly gave “substantial assistance” to Pitt in creating the shareholder deadlock at Quimicum.

17 ¶¶ 327–28. Mere “knowledge of . . . allegedly tortious conduct and fail[ure] to take action to

18 prevent it” is insufficient to impose aiding and abetting liability—a defendant must “intentionally

19 participate[] in [the scheme] with the knowledge of what [was] intended.” Austin B. v. Escondido

20 Union Sch. Dist., 149 Cal. App. 4th 860, 879 (2007). Nouvel’s allegations against Grant are

21 insufficient for all the reasons set forth in § I.A above. Moreover, in contending that Grant “has

22 acted as Pitt’s agent” in perpetuating the deadlock, Opp. at 4, Nouvel forecloses its own claim. An

23 agent cannot “aid and abet” his principal. See Janken v. GM Hughes Elecs., 46 Cal. App. 4th 55,

24 78 (1996) (employee cannot aid and abet employer because “element of concert is missing”).

25

26 5
As a fallback, Nouvel presses a theory that the shareholder deadlock actually began on
27 September 8, 2020. Opp. at 7. But Nouvel fails to reconcile this position with its pre-2020
allegations of deadlock, including that Mondo Bongo “stonewalled” Nouvel’s 2019 request to
28 convene a shareholder meeting to vote in a new Quimicum board. ¶ 92.
9
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 II. Nouvel’s claims for tortious interference with prospective economic advantage,
aiding and abetting thereof, and civil conspiracy each fail (Claims 2, 5, 10, and 11).
2

3 Nouvel’s opposition likewise fails to overcome the legal defects undermining its claims for

4 tortious interference with prospective economic advantage (Claims 2 and 5), aiding and abetting

5 thereof (Claim 10), and civil conspiracy (Claim 11).

6 A. Nouvel’s claims for tortious interference with prospective economic

7 advantage fail (Claims 2 and 5).

8 Nouvel’s tortious interference with prospective economic advantage claims fail because

9 (1) the Cross-Complaint is devoid of allegations concerning Grant that could give rise to such a

10 claim and (2) for the many reasons independent reasons explained in the Pitt Demurrer (see Pitt

11 Reply § II) and elaborated on below:

12 Conclusory allegations. Nouvel premises its claims on Grant’s mere affiliation with Pitt

13 and French business entities, amounting to nothing more than a theory of “guilt by association.”

14 First, Nouvel points to Grant’s three-month stint as director of Château Miraval from

15 August to November 2021, when the Château Miraval board had a vacancy and would otherwise

16 have been rendered nonfunctional. ¶¶ 103–07. Nouvel does not allege that Grant actually took

17 any tortious action in his capacity as a director. Instead, citing another party’s interrogatory

18 response, Nouvel alleges that Grant was a director during the same period in which Château

19 Miraval transferred “three shares of Miraval Provence to Familles Perrin.” Opp. at 9. Nouvel

20 fails to advise the Court that that same interrogatory response (which it did not provide the Court,

21 despite seeking judicial notice of it) does not identify Grant as having any involvement in the

22 share transfer. Nouvel also notes, irrelevantly, that Grant was a director when Miraval

23 Provence—a different entity—was prosecuting a particular trademark registration. Opp. at 9.

24 These allegations do not show “intentional acts on the part of [Grant]” sufficient to state a claim.

25 Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1153, 1158 (2003).

26 Second, Nouvel points to its allegation that Grant “serves as an officer of Miraval Studios.”

27 Opp. at 9. Again, Nouvel fails to allege Grant took any actions, wrongful or otherwise, as an

28 officer of Miraval Studios, let alone that he had anything to do with the 750,000 euro loan to
10
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 Miraval Studios that Nouvel complains of. See Opp. at 9.

2 Third, Nouvel asserts in its brief that Grant “acted as Pitt’s representative and liaison for

3 all matters concerning Château Miraval and provides direction to Château Miraval’s agents,” Opp.

4 at 9—a particularly colorful embellishment of its Cross-Complaint, which alleges only that Grant

5 (1) conveyed Pitt’s decision to hire and pay the salary for a CEO of Château Miraval (behavior

6 that is not alleged to be tortious) and (2) received a cash flow report from Château Miraval’s

7 accountant when Pitt and Jolie were still married, as well as correspondence “concerning Château

8 Miraval’s accounting firm” in May 2019. ¶ 86. From these allegations, Nouvel invites the Court

9 to draw the unreasonable inference that “when Pitt ordered Château Miraval to refuse to pay

10 dividends[,] . . . engage in wasteful spending[,] . . . and [] hand control of Miraval Provence to

11 Familles Perrin, Grant coordinated these schemes.” Opp. at 9. The Court should reject Nouvel’s

12 invitation to engage in such wild speculation.

13 Nouvel has nothing else to point to in support of its allegation in its cause of action that

14 Grant “worked together [with others] to divert Chateau Miraval’s resources,” “misappropriate [its]

15 . . . assets,” and “preven[t] Chateau Miraval from paying dividends.” ¶¶ 241–43. In the absence

16 of specific allegations to support its legal conclusion, Nouvel’s claim must be dismissed.

17 Insufficient economic relationship (Element 1). Nouvel attempts to distinguish

18 Worldwide Commerce, Inc. v. Fruehauf Corp. on the ground that the plaintiff in that case “did not

19 allege the defendant tortiously interfered with the shareholder or creditor relationship.” Opp. at

20 10. But as set out in the Pitt Reply, that is both wrong and misleading. Worldwide squarely held

21 that plaintiff’s status “as a creditor-guarantor” of its subsidiary did not “constitute[] a prospective

22 economically advantageous expectancy as contemplated by the tort.” 84 Cal. App. 3d 803, 810

23 (1978). As for shareholder status, the court held that the plaintiff was correct to disclaim that

24 theory. Id. at 809 (“Worldwide disclaims, as legally it must, any right to complain, based on its

25 status as the sole shareholder of [its subsidiary].” (emphasis added)).6 Because Nouvel cannot

26
6
Nouvel cites Angus and Hsu for the proposition that “[o]wnership of stock is an economic
27
relationship protected by [this] tort.” Opp. at 10. But both of those cases involved the wrongful
28
11
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 satisfy the “economic relationship” element of this tort, the claim fails. See Pitt Reply § II.

2 Time-barred. Nouvel again tries to dodge the two-year statute of limitations by alleging it

3 suffered harm that “occurred wholly or partially” within the limitations period. Opp. at 11. But in

4 so doing, Nouvel again ignores that it alleges a continuous scheme starting in 2016 and that

5 California does not recognize the continuous accrual doctrine. See § I.A, supra. Nouvel’s

6 suggestion that it may recover damages sustained “outside the limitation period” through the

7 “delayed discovery doctrine,” Opp. at 11, fails for the same reasons set forth in the Pitt Reply, § II.

8 No “independently wrongful act” (Element 6). Nouvel puts forth two theories as to an
9 “independently wrongful act,” neither of which suffices to plead this element.

10 First, Nouvel argues that Grant’s conduct violated Article 1240 of the French Civil Code.

11 Opp. at 12. In so doing, Nouvel ignores that the Court has already indicated that a foreign claim

12 generally cannot serve as an independently wrongful act. Tentative Ruling on Jolie Demurrer

13 (Nov. 15, 2023) (“Tentative”) at 8, 11. Moreover, as explained in Grant’s opening brief, allowing

14 a foreign catch-all tort to serve as the “independently wrongful act” would effectively read this

15 critical element out of the tort entirely. See Opening Br. § II.A.i. Nouvel’s claim that the Article

16 1240 violation is specifically against Château Miraval gets it nowhere; the point is that Article

17 1240 is a catch-all that could always (and improperly) be invoked. Regardless, Nouvel does not

18 show how its allegations against Grant suffice to plead a claim under this foreign statute.

19 Second, Nouvel now argues that Grant “aid[ed] and abett[ed]” Miraval Provence in

20 allegedly “convert[ing] Château Miraval’s trademarks” by “shirking his directors’ [sic] duties”

21 and failing to act during his brief service on the Château Miraval board. Opp. at 12. But as

22 explained above, aiding and abetting liability cannot be premised on “[m]ere knowledge that a tort

23 is being committed and the failure to prevent it.” Austin B., 149 Cal. App. 4th at 879 (citation

24

25 transfer of ownership of the plaintiff’s shares—nothing like Nouvel’s allegation that it lost out on

26 hypothetical dividends from Quimicum due to alleged mismanagement at Château Miraval. See
Hsu v. Semiconductor Sys., Inc., 126 Cal. App. 4th 1330, 1339 (2005) (following failed
27 negotiations for sale of plaintiff’s stock, defendants wrongfully converted shares); Angus v.
Transnat’l Auto. Grp., Inc., 2009 WL 10674036, at *6 (C.D. Cal. June 15, 2009) (defendants
28 wrongfully transferred plaintiff’s shares without compensation).
12
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 omitted). And regardless, there can be no tort of conversion, or the aiding and abetting thereof,

2 where the owner of the property in question is alleged to have consented to the transfer, as is the

3 case here. See Chen v. PayPal, Inc., 61 Cal. App. 5th 559, 576 (2021); ¶ 22.

4 No causation (Element 5). For the same reasons discussed above in § I.A, Nouvel’s
5 claims should be dismissed for the independent reason that Nouvel fails to plead proximate cause.

6 Derivative harm / standing. For the same reasons discussed above in § I.A, Nouvel’s
7 claims should be dismissed for the independent reason that they are improperly derivative.

8
B. Nouvel’s claim for aiding and abetting tortious interference with prospective
9 economic advantage fails (Claim 10).

10 As explained in Grant’s opening brief, Nouvel’s aiding and abetting claim is dependent on
11 Pitt and Mondo Bongo’s commission of the underlying tort and therefore fails for the reasons set

12 forth in the Pitt Demurrer. See Pitt Demurrer § II; see also Pitt Reply § II; § II.A, supra.

13 But even if Nouvel had stated a claim against Pitt and Mondo Bongo, its aiding and
14 abetting claim against Grant fails in light of the conclusory nature of its allegations. In support of

15 its claim, Nouvel argues that (1) “Grant agreed to serve as Quimicum’s sole director”—which

16 Nouvel never actually alleges in its Cross-Complaint, see § I.A, supra—and (2) Grant “allowed

17 Pitt and Mondo Bongo to misappropriate Château Miraval’s assets . . . in breach of his duty as a

18 director.” Opp. at 13. But Nouvel is not bringing a breach of fiduciary duty claim against Grant

19 (nor could it) and, again, “mere failure to act does not constitute the giving of ‘substantial

20 assistance or encouragement’ to the tortfeasor.” See Fiol v. Doellstedt, 50 Cal. App. 4th 1318,

21 1326 (1996) (citation omitted). Moreover, as discussed above in § I.B, in alleging that Grant acted

22 as Pitt’s agent, Nouvel forecloses its own claim. See Janken, 46 Cal. App. 4th at 78.

23
C. Nouvel’s claim for civil conspiracy to tortiously interfere with prospective
24 economic advantage fails (Claim 11).
25 Nouvel’s civil conspiracy claim likewise fails on multiple independent grounds.
26 No underlying civil wrong. As with Nouvel’s aiding and abetting claim, this claim should
27 be dismissed because Nouvel’s underlying tortious interference with prospective economic

28 advantage claims (Claims 2 and 5) against Pitt and Mondo Bongo fail as a matter of law. See Pitt
13
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 Demurrer § II; Pitt Reply § II; § II.A, supra. In the absence of an underlying tort, there can be no

2 liability for civil conspiracy. Applied Equp. Corp. v. Litton Saudi Arabi Ltd., 7 Cal. 4th 503, 511

3 (1994).

4 Conclusory allegations. Even if Nouvel had adequately pleaded an underlying claim for

5 tortious interference with prospective economic advantage, Nouvel’s conspiracy claim nonetheless

6 fails because, as explained in Grant’s opening brief, director or officer status is not a sufficient

7 basis for pleading conspiracy liability and Nouvel’s allegations against Grant are otherwise

8 conclusory. See Kidron v. Movie Acquisition Corp., 40 Cal. App. 4th 1571, 1582 (1995) (“Mere

9 association does not make a conspiracy.” (citation omitted)). Nouvel has two, by now familiar,

10 arguments.

11 First, Nouvel says “this argument ignores [its] allegation that Grant agreed to serve as a

12 [sic] Quimicum’s sole director as part of a bad faith ploy to perpetuate the deadlock . . . .” Opp. at

13 14. But as discussed above in § I.A, it is Nouvel that is ignoring that, per its own pleading, Grant

14 never became a director of Quimicum.7

15 Second, Nouvel argues that “Grant was involved in the decision-making process to

16 misappropriate funds and to divert funds away from Nouvel, and that he breached his duty as a

17 director” of Château Miraval by “permit[ing]” asset misappropriation and “allow[ing] Familles

18 Perrin to obtain control over Miraval Provence.” Opp. at 14. But Nouvel once again egregiously

19 exaggerates its own allegations, which, as discussed in § II.A, do not come close to showing how

20 “Grant was involved in the decision-making process.” “[M]ere[] generalities and conclusions”—

21 which is all that Nouvel can muster—“are insufficient” to state a cause of action for conspiracy.

22 Beeler v. City Title Ins. Co., 201 Cal. App. 2d 702, 707 (1962).

23 No liability under agent’s immunity rule. Nouvel’s claim should also be dismissed

24 because a “duly acting agent[] . . . cannot be held liable for conspiring with [his] own principal[].”

25 Applied Equip., 7 Cal. 4th at 512 & n.4. Nouvel acknowledges its allegations and this well-settled

26 rule, but argues that it does not apply here “[b]ecause Grant had a duty independent of Pitt not to

27
7
Nouvel is also overstating its pleading in an effort to rescue it from dismissal: It alleges Mondo
28 Bongo’s lawyers proposed Grant, not that Grant agreed to serve. See § I.A., supra (citing ¶ 174).
14
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 interfere with Nouvel’s prospective economic advantage.” Opp. at 14. From whence this

2 “independent duty” arises, Nouvel does not say. It cannot be Grant’s brief service as a director of

3 Château Miraval, because Nouvel is only an indirect shareholder in that entity and because Nouvel

4 itself frames that duty as requiring Grant “to act in the best interest of Château Miraval.” ¶ 354.

5 And the entire theory of Nouvel’s case against Grant is that he was serving as Pitt’s agent. ¶¶ 47,

6 98; see also Opp. at 9 (Grant “acted as Pitt’s representative and liaison for all matters concerning

7 Château Miraval and provides direction to Château Miraval’s agents”). If there were ever a case

8 in which the agent’s immunity rule should apply, it is this one.

9 III. Nouvel’s trespass to chattels claim fails (Claim 7).

10 Nouvel is trying to cram a $350-million damages claim, predicated on the alleged decrease

11 in value of its Quimicum stock, into a tort intended for minor damage to personal property, often

12 invoked in cases concerning livestock and family pets. See Berry v. Frazier, 90 Cal. App. 5th

13 1258, 1271 (2023) (collecting cases). It fails to identify a single case in which trespass to chattels

14 has been recognized in analogous circumstances. Moreover, the one case that Nouvel cites for the

15 principle that trespass to chattels can apply to “intangible” property—Best Carpet Values, Inc. v.

16 Google LLC—undermines its position. The court in that case allowed a trespass claim concerning

17 disruption of a website to proceed in part because “[a] website occupies physical space on [a]

18 server” and therefore had “a connection to a tangible object.” 2021 WL 4355337, at *5 (N.D. Cal.

19 Sept. 24, 2021) (emphasis added). The same cannot be said of Nouvel’s Quimicum shares. In any

20 event, the Ninth Circuit reversed Best Carpet after Nouvel filed its brief, finding that the plaintiff’s

21 trespass claim failed as a matter of law. 2024 WL 119670, at *5 (9th Cir. Jan. 11, 2024).

22 Nouvel’s claim also fails because its allegations against Grant are too conclusory to give

23 rise to a claim. In support of its trespass claim and conclusory assertions of wrongdoing (¶¶ 303–

24 10), Nouvel relies on the same cursory allegations against Grant addressed above regarding the

25 alleged deadlock and alleged misappropriation. Opp. at 16. Its broad-brush allegations are

26 insufficient for the same reasons discussed above. See §§ I.A, II.A, supra.

27 Finally, Nouvel’s claim fails because it is premised on harm that is derivative in nature;

28 because it fails to plead proximate causation; and because it is governed by Luxembourgish law,
15
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1 which does not recognize an equivalent tort.8 See §§ I.A, II.A, supra; Decl. of Julia B. Cherlow

2 (Jan. 17, 2024), Ex. A (Reply Decl. of André Prüm) (“Prüm Reply Decl.”) ¶¶ 28–29.

3 IV. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8).

4 Nouvel continues to pursue a claim against Grant for abuse of right under Article 6-1 of

5 the Luxembourg Civil Code, notwithstanding the Court’s clear guidance in its tentative ruling of

6 November 15, 2023 that it would not recognize this foreign cause of action. See Tentative at 8.

7 The Court has tentatively dismissed Plaintiffs Pitt and Mondo Bongo’s abuse of right claim with

8 prejudice for this reason, and the same logic compels dismissal of Nouvel’s foreign claim.

9 Even if it were appropriate for Nouvel to pursue this Luxembourgish claim in California

10 court, its claim fails as a matter of Luxembourgish law. As Professor Prüm explains, abuse of

11 voting right is an “exceptional” claim that lies only where a “shareholder has acted maliciously

12 without any real usefulness for itself and without any regard for the rights of others in exercising

13 its voting rights,” Prüm Opening Decl. ¶¶ 29–30—a stringent standard which is not met here,

14 Prüm Reply Decl. ¶ 17. Nouvel’s Luxembourgish law expert does not cite a single case in which

15 a Luxembourg court has found an abuse of voting rights in similar circumstances. Id. ¶¶ 17–19.

16 In addition, Nouvel’s abuse of right claim must be dismissed for lack of causation, id. ¶¶ 21–23;

17 because it is improperly derivative in nature, id. ¶¶ 25–27; and because Nouvel’s conclusory

18 allegations do not show that Grant took sufficient “acts” in connection with Mondo Bongo’s

19 alleged abuse of voting rights, id. ¶ 20.

20 CONCLUSION
21 For the foregoing reasons, Grant’s demurrer should be sustained.

22

23

24 8
Nouvel argues that Grant is precluded from raising choice of law, since he did not do so in
25 demurring to Nouvel’s original Cross-Complaint. Opp. at 16. But the case Nouvel cites, and the
rule on which it relies, applies when a party is “demurring to a pleading that has been amended
26 after a demurrer to an earlier version of the pleading was sustained.” Cal. Civ. Proc. Code
§ 430.41(b) (emphasis added); see also Apple Inc. v. Superior Ct., 18 Cal. App. 5th 222, 249 &
27
n.13 (2017). That is not the case here.
28
16
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 1

2 DATED: January 17, 2024 By:

BIRD, MARELLA, BOXER, WOLPERT,
3 NESSIM, DROOKS, LINCENBERG &
RHOW, P.C.
4 John V. Berlinski
5 Julia B. Cherlow

6 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)
7 Adam L. Goodman (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
8
Attorneys for Cross-Defendant Warren Grant
9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28
17
GRANT’S REPLY BRIEF IN SUPPORT OF DEMURRER TO NOUVEL’S
FIRST AMENDED CROSS-COMPLAINT
 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.
5 I am 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 January 17, 2024, I served the following document(s) described as REPLY
7 BRIEF IN SUPPORT OF WARREN GRANT’S DEMURRER TO FIRST
AMENDED CROSS-COMPLAINT OF NOUVEL, LLC on the interested parties in this
8 action as follows:
9 SEE ATTACHED SERVICE LIST
10 BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or
an agreement of the parties to accept service by e-mail or electronic transmission, I caused
11 the document(s) to be 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
12 time after the transmission, any 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
14 foregoing is true and correct.
15 Executed on January 17, 2024, at Los Angeles, California.
16
17 /s/ Karen M. Minutelli
Karen M. Minutelli
18
19
20
21
22
23
24
25
26
27
28

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 KENDALL BRILL & KELLY LLP
100 Wilshire Boulevard, Suite 1300 10100 Santa Monica Boulevard, Suite 1725
5 Santa Monica, CA 90401 Los Angeles, CA 90067-4013
Telephone: (310) 899-3300 Telephone: (310) 556-2700
6 Email: pmurphy@murphyrosen.com Email: lbrill@kbkfirm.com
Email: dcsillag@murphyrosen.com Email: dbarlava@kbkfirm.com
7 Counsel for Defendant and Cross- Counsel appearing specially to challenge
Complainant Angelina Jolie jurisdiction on behalf of Cross-
8 Defendants Roland Venturini and Gary
Bradbury
9
Joe Tuffaha Keith R. Hummel
10 Prashanth Chennakesavan Justin C. Clarke
LTL ATTORNEYS LLP Jonathan Mooney
11 300 South Grand Avenue, Suite 1400 CRAVATH, SWAINE & MOORE LLP
Los Angeles, CA 90071 Worldwide Plaza
12 Telephone: (213) 612-8900 825 Eighth Avenue
Email: joe.tuffaha@ltlattorneys.com New York, NY 10019
13 Email: Telephone: (212) 474-1000
prashanth.chennakesavan@ltlattorneys.com Email: khummel@cravath.com
14 Counsel for Defendant and Cross- Email: jcclarke@cravath.com
Complainant Nouvel, LLC and Email: jmooney@cravath.com
15 Defendant Tenute del Mondo B.V. and Counsel for Defendant and Cross-
specially appearing to challenge Complainant Nouvel, LLC and
16 jurisdiction on behalf of Defendants Yuri Defendant Tenute del Mondo B.V. and
Shefler, Alexey Olivnik and SPI Group specially appearing to challenge
17 Holding, Ltd. jurisdiction on behalf of Defendants Yuri
Shefler, Alexey Olivnik and SPI Group
18 Holding, Ltd.
19 Mark Drooks S. Gale Dick
BIRD, MARELLA, BOXER, WOLPERT, Phoebe King
20 NESSIM, DROOKS, LINCENBERG & Randall Bryer
RHOW, P.C. COHEN & GRESSER LLP
21 1875 Century Park East, 23rd Floor 800 Third Avenue
Los Angeles, CA 90067-2561 New York, NY 10022
22 Telephone: 310 201-2100 Telephone: (212) 707-7263
Email: mdrooks@birdmarella.com Email: SGDick@CohenGresser.com
23 Counsel appearing specially to challenge Email: PKing@CohenGresser.com
jurisdiction on behalf of Cross- Email: rbryer@cohengresser.com
24 Defendants Marc-Olivier Perrin, SAS Counsel appearing specially to challenge
Miraval Provence, Familles Perrin, SAS jurisdiction on behalf of Cross-
25 Petrichor, Vins et Domaines Perrin SC, Defendants Marc-Olivier Perrin, SAS
SASU Le Domaine, and SAS Distilleries Miraval Provence, Familles Perrin, SAS
26 de la Riviera Petrichor, Vins et Domaines Perrin SC,
SASU Le Domaine, and SAS Distilleries
27 de la Riviera
28

PROOF OF SERVICE