1 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)

2 Adam L. Goodman (admitted pro hac vice)
Jessica L. Layden (admitted pro hac vice)
3 Ioannis D. Drivas (admitted pro hac vice)
51 West 52nd Street
4 New York, NY 10019
Telephone: (212) 403-1000
5 Facsimile: (212) 403-2000

6 BIRD, MARELLA, RHOW,

LINCENBERG, DROOKS & NESSIM, LLP
7 John V. Berlinski (State Bar No. 208537)
jberlinski@birdmarella.com
8 Julia B. Cherlow (State Bar No. 290538)
jcherlow@birdmarella.com
9 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
10 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
11
Attorneys for Plaintiffs and Cross-Defendants
12 William B. Pitt and Mondo Bongo, LLC

13
SUPERIOR COURT OF THE STATE OF CALIFORNIA
14 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
15
WILLIAM B. PITT, an individual, and Case No. 22STCV06081
16 MONDO BONGO, LLC, a California
limited liability company, OPPOSITION TO ANGELINA JOLIE’S
17 DEMURRER TO THIRD AMENDED
Plaintiffs, COMPLAINT OF WILLIAM B. PITT AND
18 MONDO BONGO, LLC; MEMORANDUM OF
v. POINTS AND AUTHORITIES IN SUPPORT
19
THEREOF
ANGELINA JOLIE, an individual,
20 NOUVEL, LLC, a California limited
Judge: Hon. Lia Martin
21 liability company, YURI SHEFLER, an Dept: 3
individual, ALEXEY OLIYNIK, an
Date: August 20, 2024
22 individual, TENUTE DEL MONDO B.V., Time: 9:00 a.m.
a Netherlands private limited company,
23 and ROES 1-10,
Reservation ID: 075879145722
24 Defendants. Action Filed: February 17, 2022
Trial Date: Not yet set
25 and RELATED CROSS-ACTIONS.

26

27

28

OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO

THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 TABLE OF CONTENTS
2 Page
3 INTRODUCTION ............................................................................................................................. 6

4 BACKGROUND ............................................................................................................................... 7

5 ARGUMENT .................................................................................................................................... 9

6 I. Mondo states a claim for breach of implied covenant (Claim 3)...................................... 9

7 A. Jolie should be treated as Nouvel’s alter ego for purposes of this claim. ................. 9
8 B. Mondo has stated a claim for breach of the implied covenant. ............................... 11
9 II. Mondo states a claim for tortious interference with contract (Claim 6). ........................ 14
10
A. Mondo adequately pleads a tortious interference with contractual relations claim. 14
11
B. Jolie’s counterarguments miss the mark. ................................................................ 16
12
III. Plaintiffs state a claim for tortious interference with prospective
13 economic advantage (Claim 9). ...................................................................................... 17
14 A. The Complaint readily pleads all elements of this claim. ....................................... 17
15 B. Jolie’s demurrer provides no basis on which this claim should be dismissed. ....... 18
16 CONCLUSION ............................................................................................................................... 20

17

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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 TABLE OF AUTHORITIES

2 Page(s)
3 Cases

4 Bank of N.Y. Mellon v. Citibank, N.A.,

5 8 Cal. App. 5th 935 (2017) ........................................................................................................ 9

6 Carma Devs. (Cal.), Inc. v. Marathon Dev. Cal., Inc.,

2 Cal. 4th 342 (1992)............................................................................................................... 12
7
City of San José v. Off. of Comm’r of Baseball,
8 2013 WL 5609346 (N.D. Cal. Oct. 11, 2013) ......................................................................... 20
9 Davis v. Nadrich,
174 Cal. App. 4th 1 (2009) ...................................................................................................... 16
10

11 Greenspan v. LADT, LLC,

191 Cal. App. 4th 486 (2010) .............................................................................................. 9, 10
12
Guz v. Bechtel Nat’l, Inc.,
13 24 Cal. 4th 317 (2000)....................................................................................................... 14 n.5
14 Hewlett-Packard Co. v. Oracle Corp.,
65 Cal. App. 5th 506 (2021) .................................................................................................... 13
15

16 Huang v. The Bicycle Casino, Inc.,

4 Cal. App. 5th 329 (2016) ...................................................................................................... 17
17
Ixchel Pharma, LLC v. Biogen, Inc.,
18 9 Cal. 5th 1130 (2020)............................................................................................................. 15

19 Kohn v. Kohn,
95 Cal. App. 2d 708 (1950) ................................................................................................. 9, 11
20
Korea Supply Co. v. Lockheed Martin Corp.,
21
29 Cal. 4th 1134 (2003)..................................................................................................... 17, 18
22
L1 Techs., Inc. v. Chekanov,
23 2023 WL 5618942 (S.D. Cal. Aug. 30, 2023) ........................................................................ 16

24 Las Palmas Assocs. v. Las Palmas Ctr. Assocs.,

235 Cal. App. 3d 1220 (1991) ................................................................................................. 11
25
Mangini v. Aerojet-General Corp.,
26 230 Cal. App. 3d 1125 (1991) ................................................................................................. 13
27
Mesler v. Bragg Mgmt. Co.,
28 39 Cal. 3d 290 (1985) .............................................................................................................. 11
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Mieuli v. DeBartolo,
2001 WL 777447 (N.D. Cal. Jan. 16, 2001) ............................................................... 12, 13, 14
2
Misik v. D’Arco,
3 197 Cal. App. 4th 1065 (2011) .................................................................................................. 9
4
Moore v. Wells Fargo Bank, N.A.,
5 39 Cal. App. 5th 280 (2019) .............................................................................................. 12, 14

6 Oregon RSA No. 6, Inc. v. Castle Rock Cellular of Oregon Ltd.,

840 F. Supp. 770 (D. Or. 1993), aff’d, 76 F.3d 1003 (9th Cir. 1996) ............................... 12, 15
7
Pac. Gas & Elec. Co. v. Bear Stearns & Co.,
8 50 Cal. 3d 1118 (1990) ............................................................................................................ 15
9 Racine & Laramie, Ltd. v. Dept. of Parks & Rec.,

10 11 Cal. App. 4th 1026 (1992) ............................................................................................ 14 n.5

11 Ramona Manor Convalescent Hosp. v. Care Enters.,

177 Cal. App. 3d 1120 (1986) ................................................................................................. 16
12
Rutherford Holdings, LLC v. Plaza Del Rey,
13 223 Cal. App. 4th 221 (2014) .................................................................................................. 10
14 San Jose Const., Inc. v. S.B.C.C., Inc.,

15 155 Cal. App. 4th 1528 (2007) ................................................................................................ 18

16 Thrifty Payless, Inc. v. The Americana at Brand, LLC,

218 Cal. App. 4th 1230 (2013) .......................................................................................... 11, 12
17
Tran v. Farmers Grp., Inc.,
18 104 Cal. App. 4th 1202 (2002) ................................................................................................ 11
19 Tri-Growth Centre City, Ltd. v. Silldorf, Burdman, Duignan & Eisenberg,
216 Cal. App. 3d 1139 (1989) ................................................................................................. 19
20

21 U.S. Cellular Inv. Co. v. GTE Mobilnet, Inc.,

281 F.3d 929 (9th Cir. 2002) ............................................................................................. 12 n.4
22
Woods v. Fox Broad. Sub., Inc.,
23 129 Cal. App. 4th 344 (2005) .................................................................................................. 15
24 Youst v. Longo,
43 Cal. 3d 64 (1987) ................................................................................................................ 20
25
Statutes and Rules
26

27 Cal. Civ. Code § 1647 ................................................................................................................... 13

28 Cal. Code Civ. Proc. § 452 ............................................................................................................ 19

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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Cal. Corp. Code § 17703.04(b) ............................................................................................... 11 n.3

2 Other Authorities

3 5 Witkin, Summ. of Cal. Law (11th Ed.) Torts, § 859 ............................................................. 19-20

4 9 Witkin, Summ. of Cal. Law (11th ed.) Corporations, § 16 ........................................................ 11

5
Black’s Law Dictionary (11th ed. 2019) ....................................................................................... 13
6
Restatement (Second) of Contracts § 205 (1981) ......................................................................... 12
7

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11

12

13

14

15

16

17

18
19

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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 INTRODUCTION
2 This is the second of Angelina Jolie’s demurrers to come before this Court. The Court

3 overruled Jolie’s first demurrer as to Pitt’s claim that Jolie breached their implied-in-fact contract,

4 pursuant to which they would hold their interests in Miraval together or sell separately only with

5 the other’s consent. The Court likewise overruled Jolie’s demurrer as to Pitt’s claim that Jolie was

6 unjustly enriched through the unlawful sale of her stake in Miraval.

7 The claims at issue now—each dismissed with leave to amend—are rooted in Jolie’s same

8 commitment to hold Miraval as a family home and business. 1 Whereas the implied contract

9 reflected that commitment between Pitt and Jolie as individuals, their California LLCs (Mondo

10 Bongo and Nouvel) entered a parallel agreement—the Quimicum Articles. In that contract,

11 Mondo and Nouvel gave each other rights of first refusal over the sale of one another’s shares in

12 Miraval’s corporate parent, Quimicum, reinforcing the commitments of the implied contract. Pitt

13 relied on both commitments in developing Miraval into a successful family business.

14 In early 2021, after Jolie decided she wanted to exit the business, Jolie and Nouvel initially

15 seemed prepared to honor these commitments and negotiated a sale of Nouvel’s shares in

16 Quimicum to Pitt. But in May 2021, Jolie began secretly conducting negotiations with the Stoli

17 Group and ultimately caused Nouvel to abandon its deal with Pitt in favor of one with Stoli. To

18 get around the right of first refusal in the Quimicum Articles, Jolie and Nouvel tried a neat trick:
19 instead of selling, as had been contemplated, Nouvel’s shares in Miraval, which were expressly

20 subject to that right, Jolie sold Nouvel itself. No matter that Nouvel was simply a shell through

21 which Jolie held the exact same shares.

22 This was pure artifice. As the Complaint pleads, and as Jolie seemingly acknowledges,

23 there was no purpose to this tweaked structure other than to attempt to circumvent and nullify the

24 Quimicum Articles’ right of first refusal. Jolie, the alter ego of Nouvel, thus breached the

25 covenant of good faith and fair dealing inherent in every contract. Alternatively, to the extent she

26
1
Contrary to Jolie’s suggestion that Plaintiffs have failed to plead these claims four times (see
27
Demurrer at 7–8), the Third Amended Complaint is the first amendment with the benefit of the
28 Court’s guidance. Plaintiffs’ two prior amendments were on the parties’ consent and as of right.
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 was not acting in an alter-ego capacity, Jolie tortiously interfered in the Quimicum Articles by

2 inducing Nouvel to breach or disrupt them. Assuming the implied covenant was breached—as

3 Plaintiffs plead in detail it was—one or the other must be true. And both claims present hotly

4 disputed factual issues that cannot properly be resolved on a demurrer.

5 In addition, by blowing up the all-but-finalized transaction with Pitt for the purchase of

6 Nouvel’s shares in Miraval, Jolie also tortiously interfered in Plaintiffs’ prospective business

7 relations (Plaintiffs’ Count Nine). Rather than meet this claim head-on, Jolie misconstrues it,

8 ignoring that the Court has already held that an LLC owner can interfere with the LLC’s contract.

9 Consistent with the Court’s decision on Nouvel’s tortious interference claims, which are

10 likewise predicated on the alleged breach and disruption of the Quimicum Articles, resolving

11 Plaintiffs’ claims at the demurrer stage would be inappropriate. Just as with Plaintiffs’ implied

12 contract and unjust enrichment claims, a jury must resolve the factual issues core to these claims.

13 BACKGROUND
14 In 2008, Pitt and Jolie jointly acquired Château Miraval through their California LLCs,

15 Mondo and Nouvel, respectively. ¶¶ 30-32. 2 Mondo and Nouvel purchased shares of Quimicum,

16 a Luxembourg entity with Château Miraval as its only asset. Id. Pitt and Jolie were parties to an

17 implied contract pursuant to which they “would hold their respective interests in Miraval together,

18 and, if the time ever came, they would sell their interests separately only with the other’s consent.”
19 ¶ 164; see also ¶¶ 1-2. As Jolie vowed to Pitt, “I agree it [Miraval] all has to go if it goes.” ¶ 63.

20 In March 2013, Mondo and Nouvel agreed to the Quimicum Articles of Association (the

21 “Quimicum Articles”), converting Quimicum’s corporate form to that typically adopted by family

22 businesses. ¶¶ 41-42. It is undisputed that the Quimicum Articles afforded Mondo and Nouvel a

23 right of first refusal over the sale of shares to any third party. See Demurrer at 9, 14.

24 Château Miraval also entered into a joint venture in March 2013 with the esteemed French

25 winery, Familles Perrin, owned and operated by Marc Perrin. Pitt and Perrin approached that joint

26 venture as a family partnership closely tied to Pitt’s celebrity—a strategy that has succeeded in

27

28 2
Citations to ¶ are to the Third Amended Complaint (referred to as the “Complaint” or “TAC”).
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 developing Miraval into a multimillion-dollar wine business. ¶¶ 3, 10, 52-53. Meanwhile, Pitt,

2 with Jolie’s knowledge and encouragement, disproportionately invested his time and money into

3 the family estate, reflecting his vision for the property and its associated wine business. ¶¶ 38-39.

4 In September 2016, Pitt and Jolie began divorce proceedings and broached the future

5 allotment of their interests in Miraval. ¶¶ 60-61. Their discussions progressed intermittently into

6 January 2021. ¶ 77. At that time, Jolie, recognizing her contractual obligations, wrote to Pitt that

7 there were “two ways” for her to exit Miraval: Pitt could buy her out, or they could jointly sell to

8 a third party. ¶ 78. Otherwise, she would “out of necessity have to remain in the business.” ¶ 80.

9 By late February 2021, negotiations for Pitt’s contemplated buyout of Nouvel’s Quimicum

10 shares had reached a “very advanced stage,” with the parties agreeing on a price. ¶ 81. But, a few

11 months later, Jolie backed out of the negotiations for the sale of Nouvel’s shares, feigning concern

12 over a proposed non-disparagement agreement in connection with the deal. ¶¶ 82-91.

13 This was pretext. In reality, Jolie had covertly lined up, and tentatively struck a deal with, a

14 third party: the Stoli Group, owned and controlled by Russian billionaire, Yuri Shefler, and its

15 subsidiary defendant Tenute del Mondo. ¶¶ 92-95; see also ¶¶ 155-56. And shortly after Jolie’s

16 side terminated negotiations for the sale of Nouvel’s shares to Pitt in June 2021, Jolie and Tenute

17 finalized an “Exclusivity Agreement” that bound both sides not to communicate with Pitt about

18 their secret deal and required permanently terminating negotiations with him. ¶¶ 104-05.
19 On September 24, 2021, Jolie and Tenute consummated their tortious plan, with Tenute

20 agreeing to purchase Nouvel (and its interest in Miraval) from Jolie for $64 million. ¶ 110.

21 Neither Jolie nor Nouvel ever once disclosed that purchase price to Mondo, let alone sought to

22 honor Mondo’s right of first refusal. Id. To the contrary, Jolie intentionally structured the deal

23 with Tenute as a sale of her interest in Nouvel itself, rather than a sale of Nouvel’s shares, in a

24 blatant attempt to circumvent and frustrate Mondo’s first refusal rights. ¶¶ 111-12. This structure

25 had no purpose other than to defeat Mondo’s rights and execute the precise sort of unilateral,

26 unconsented-to sale that the Quimicum Articles proscribed. ¶ 188.

27 In addition to breaching the right of first refusal, Jolie’s purported sale of Nouvel destroyed

28 Miraval’s family character and disrupted its affairs by bringing a hostile stranger into the structure.
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 ¶ 118. Nouvel, now under Tenute’s control, launched a multipronged offensive in an effort to

2 seize control of Quimicum and Miraval. It refused to engage in good-faith negotiations for the

3 election of directors, leaving Quimicum in a prolonged state of deadlock. ¶¶ 126-36. As a direct

4 result of Jolie’s conduct, Quimicum’s and Miraval’s governance has been derailed. ¶ 136.

5 ARGUMENT
6 At the demurrer stage, a complaint’s allegations must be “construe[d] . . . liberally, tak[ing]

7 all properly pled facts as true, and draw[ing] all reasonable inferences in favor of the plaintiff.”

8 Bank of N.Y. Mellon v. Citibank, N.A., 8 Cal. App. 5th 935, 943 (2017). Jolie’s demurrer fails

9 under this standard. As with her unsuccessful challenge to Claims 1 and 2 of the Second

10 Amended Complaint, Jolie’s arguments raise factual questions inappropriate for resolution at this

11 stage. She likewise ignores the many new factual allegations included in the TAC.

12 I. Mondo states a claim for breach of implied covenant (Claim 3).

13 A. Jolie should be treated as Nouvel’s alter ego for purposes of this claim.
14 A plaintiff pleads alter ego liability by alleging (1) a unity of interest between the company

15 and its owner, and (2) an inequitable or unjust result. Misik v. D’Arco, 197 Cal. App. 4th 1065,

16 1072 (2011). Because alter ego liability is an equitable doctrine, “the conditions under which a

17 corporate entity may be disregarded vary according to the circumstances of each case.”

18 Greenspan v. LADT, LLC, 191 Cal. App. 4th 486, 512 (2010). As courts recognize, this inquiry
19 presents a quintessential “question of fact,” id., which hinges on “whether in the particular case

20 presented . . . justice and equity can best be accomplished . . . by a disregard of the distinct entity

21 of the corporate form,” Kohn v. Kohn, 95 Cal. App. 2d 708, 718 (1950).

22 Unity of Interest and Ownership. Far from resting on Jolie’s “sole ownership” of Nouvel

23 alone (Demurrer at 10), the Complaint pleads that Jolie formed Nouvel as a shell entity for the sole

24 purpose of holding her shares in Quimicum and that those shares and Nouvel’s loans to Quimicum

25 were all that Nouvel held when Jolie sold Nouvel to Tenute. ¶ 180. The TAC now further pleads

26 that Nouvel, in the words of Jolie’s advisors, was used “as a name hiding entity for Angelina” to

27 hold certain personal assets. Id. Jolie thus used Nouvel as a shell for her interest in Quimicum.

28 Mondo’s allegations more than suffice at the pleadings stage on this highly fact-intensive issue.
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 See Rutherford Holdings, LLC v. Plaza Del Rey, 223 Cal. App. 4th 221, 236 (2014).

2 Inequitable Result. Inequity would result if Jolie were not treated as Nouvel’s alter ego

3 for purposes of this claim. By selling Nouvel to Stoli, Jolie attempted to evade Mondo’s

4 contractual right of first refusal over the sale of Nouvel’s Quimicum shares. ¶ 181. As the TAC

5 now alleges, Jolie readied Nouvel for sale by selling off other personal assets it held. ¶ 180. Far

6 from helping Jolie, see Demurrer at 11, the fact that she once used Nouvel to hold other personal

7 assets, only to sell them off just before the sale to Stoli, confirms the inequity. And as the TAC

8 now sets out, in this very litigation, Nouvel is contesting liability for breach of the implied

9 covenant on the ground that “Jolie caused” the sale, while Nouvel was merely “the asset that was

10 sold.” ¶ 181. To permit both Jolie and Nouvel to escape their obligations by hiding behind the

11 corporate form would be inequitable. It would be premature to dismiss this count for that reason.

12 Each of Jolie’s counterarguments fails. First, Jolie faults Mondo for not analyzing fourteen

13 factors relevant to alter ego. Demurrer at 11. But the very case that Jolie cites makes clear that

14 there is “no litmus test to determine when the corporate veil will be pierced,” which ultimately

15 “depend[s] on the circumstances of each particular case.” See Greenspan, 191 Cal. App. 4th at

16 511 (emphasis added). And Mondo’s allegations implicate many of these factors, including:

17 (1) “the treatment by an individual of the assets of the corporation as his own” (¶¶ 1-2); (2) “sole

18 ownership of all of the stock in a corporation by one individual” (¶ 16); (3) “the employment of
19 the same employees” (id.); (4) “the use of a corporation as a mere shell, instrumentality or conduit

20 for . . . the business of an individual” (¶ 180); and (5) “the concealment and misrepresentation of

21 the identity of the responsible ownership”—i.e., Jolie’s use of Nouvel to pursue personal business

22 activities and as a “name hiding entity” (id.). See Greenspan, 191 Cal. App. 4th at 512-13.

23 Second, Jolie argues—without citing any authority—that “undercapitalization is by far the

24 most important alter ego factor,” which is purportedly lacking here. Demurrer at 11. But “[n]o

25 single [alter ego] factor is determinative, and instead a court must examine all the circumstances to

26 determine whether to apply the doctrine.” Greenspan, 191 Cal. App. 4th at 513. The fact that

27 Nouvel conducts no business, and thus has no debts that would render it undercapitalized, only

28 makes Jolie’s use of Nouvel as a mere shell and instrumentality all the more clear.
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Third, Jolie asserts that Nouvel can pay its own debts. Demurrer at 11-12. Assuming that

2 is true, it does not justify preemptively “shift[ing] all contractual liability” for the sale from Jolie

3 to the entity she sold. See Tran v. Farmers Grp., Inc., 104 Cal. App. 4th 1202, 1219-20 (2002) (a

4 showing of “inadequate assets to meet [a] judgment” is not required to plead alter ego). And in

5 any event, as the TAC now alleges, Plaintiffs face a significant risk that Nouvel will be rendered

6 judgment-proof by the time litigation concludes—considering that Stoli, the foreign conglomerate

7 that now controls Nouvel, often employs corporate reorganization as a tool to promote secrecy and

8 obfuscation. ¶ 181; see also Las Palmas Assocs. v. Las Palmas Ctr. Assocs., 235 Cal. App. 3d

9 1220, 1251 (1991) (piercing the veil where the corporation was worth far more than the damages

10 award, but its assets could be depleted by the time litigation concluded).

11 Finally, Jolie asserts that Pitt “cannot complain” because he also utilized a single-purpose

12 LLC. Demurrer at 11. That is a non sequitur. The injustice here was not that Jolie held her

13 interest through an LLC 3 but that she leveraged Nouvel to circumvent Mondo’s contractual rights.

14 That alone pleads alter ego liability. See Kohn, 95 Cal. App. 2d at 719-20 (alter ego recognized

15 where defendant used corporation as a “[s]ubterfuge” to “circumvent [] agreement”); 9 Witkin,

16 Summ. of Cal. Law (11th ed.) Corporations, § 16 (“[T]he corporate entity may be disregarded if

17 its recognition would permit individuals to evade ordinary contractual obligations.”).

18 “The essence of the alter ego doctrine is that justice be done.” Mesler v. Bragg Mgmt. Co.,
19 39 Cal. 3d 290, 301 (1985). Here, justice requires that Jolie be held liable for her actions in

20 structuring this transaction in an effort to circumvent Mondo’s rights under the Quimicum

21 Articles. At minimum, Plaintiffs have pleaded as much.

22 B. Mondo has stated a claim for breach of the implied covenant.

23 The implied covenant of good faith and fair dealing is a “supplement to the express

24 contractual covenants[] to prevent a contracting party from engaging in conduct which . . .

25 frustrates the other party’s rights to the benefits of the contract.” Thrifty Payless, Inc. v. The

26
3
As for Jolie’s contrived argument regarding Section 17703.04 of the California Corporations
27
Code, see Demurrer at 10-11, it ignores that the very subsection she cites expressly contemplates
28 “alter ego liability” for LLC members. See Cal. Corp. Code § 17703.04(b).
-11-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Americana at Brand, LLC, 218 Cal. App. 4th 1230, 1244 (2013) (emphasis added). “[B]reach of a

2 specific provision of the contract is not a necessary prerequisite,” as the covenant extends to

3 conduct that, “though not prohibited [by a contract’s written terms], is nevertheless contrary to

4 [its] purposes and the parties’ legitimate expectations.” Carma Devs. (Cal.), Inc. v. Marathon

5 Dev. Cal., Inc., 2 Cal. 4th 342, 373 (1992). If breach of an express provision were required, as

6 Jolie suggests, the implied covenant would be a nullity.

7 “[W]hether the implied covenant . . . has been breached is ordinarily a question of fact[.]”

8 Moore v. Wells Fargo Bank, N.A., 39 Cal. App. 5th 280, 292 (2019). A claim should be dismissed

9 “only if Plaintiff can prove no set of facts which would demonstrate that its interpretation of the

10 [agreement] is correct,” Mieuli v. DeBartolo, 2001 WL 777447, at *5 (N.D. Cal. Jan. 16, 2001).

11 Jolie, as Nouvel’s alter ego, breached the implied covenant by structuring this transaction

12 solely to circumvent the rights Nouvel owed Mondo. ¶ 186. Stoli’s “mission was to acquire

13 Nouvel’s shares of Quimicum,” ¶ 112, and the only reason the transaction was structured as a sale

14 of Nouvel was to rob Mondo of the “benefits” of the Quimicum Articles. Thrifty Payless, 218

15 Cal. App. 4th at 1244. Indeed, the negotiations with Pitt had contemplated a sale of Nouvel’s

16 shares in Quimicum, not of Nouvel. ¶ 99. Jolie and Stoli even affirmed that Nouvel would be

17 used only as a shell in the transaction for the transfer of those very same shares. ¶ 188.

18 Courts recognize implied covenant claims in exactly these circumstances. See Mieuli,

19 2001 WL 777447, at *6-7 (plaintiff stated a claim that defendant violated anti-transfer provisions

20 through indirect sale of interest in sports team); Oregon RSA No. 6, Inc. v. Castle Rock Cellular of

21 Oregon Ltd., 840 F. Supp. 770, 776 (D. Or. 1993), aff’d, 76 F.3d 1003 (9th Cir. 1996) (transaction

22 violates implied covenant when its structure is “an artifice intended to thwart plaintiff’s legitimate

23 contractual expectation that it would have a right of first refusal”); see also Restatement (Second)

24 of Contracts § 205 (1981) (“Subterfuges and evasions violate the obligation of good faith . . . .”). 4

25
4
Illustrating this point, and conversely, where the parent entity sold is not a shell or alter ego,
26 courts have found on the facts that the implied covenant is not breached. See U.S. Cellular Inv.
Co. v. GTE Mobilnet, Inc., 281 F.3d 929, 933, 937 (9th Cir. 2002) (finding, on summary judgment
27
that sale of a “bona fide operating company” did not violate transfer restrictions, but emphasizing
28 case would have been “very different” “[h]ad the . . . sale . . . been a sale to or by a shell entity”).
-12-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Here, the Quimicum Articles state that Quimicum shares “may not be transferred inter

2 vivos to non-shareholders,” without saying in what manner. Third Am. Compl., Ex. 1 at § 5.4.3.

3 When faced with such an anti-transfer provision that is silent as to indirect transfers (i.e., transfers

4 of shares via a sale of the parent entity owning those shares), courts “must look to extrinsic

5 evidence to determine what the intentions of the parties to the agreement were and whether the

6 defendant[s] were seeking to circumvent that agreement.” Mieuli, 2001 WL 777447, at *7.

7 Indeed, “[e]xtrinsic evidence is admissible” as a general matter under California law “to prove a

8 meaning to which [a] contract is reasonably susceptible,” with special attention paid to “the

9 circumstances under which the parties contracted and the purpose of the contract.” Hewlett-

10 Packard Co. v. Oracle Corp., 65 Cal. App. 5th 506, 531, 555 (2021) (implied covenant claim was

11 viable where “extrinsic evidence” supported plaintiffs’ interpretation of a term to which the parties

12 ascribed different meanings); see also Cal. Civ. Code § 1647 (“A contract may be explained by

13 reference to the circumstances under which it was made, and the matter to which it relates.”).

14 At minimum, the term “transfer” as used in the contract at issue here is ambiguous: as

15 Black’s Law Dictionary states, the term “embraces every method—direct or indirect, absolute or

16 conditional, voluntary or involuntary—of disposing of or parting with property or with an interest

17 in property.” Black’s Law Dictionary (11th ed. 2019) (emphasis added). See Mangini v. Aerojet-

18 General Corp., 230 Cal. App. 3d 1125, 1140 (1991) (ambiguity cannot be resolved on demurrer).
19 Jolie tries to distinguish this body of case law by grossly misreading Mieuli. In her telling,

20 Mieuli hinged on the ambiguity of a term restricting the transfer of an “interest,” and its guidance

21 does not apply when there is a provision restricting transfers of “stock.” Demurrer at 13-14. As

22 Mieuli itself makes clear, this is wrong. The child-entity in Mieuli (the equivalent of Quimicum

23 here) was a limited partnership—hence the reference to an “interest” or “partnership interest” in

24 that case. The parent-entity that was transferred (the equivalent of Nouvel) was a corporation,

25 hence the reference to “stock.” Mieuli, 2001 WL 777447, at *5. Thus, Mieuli held that, absent an

26 express provision permitting transfer of the parent’s “stock,” extrinsic evidence must be

27 considered to assess whether the child’s anti-transfer provision applied to the parent. Id. at *7.

28 That is exactly what we have here. The Quimicum Articles lack an express provision
-13-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 permitting transfer of Jolie’s interest in her holding company (i.e., Nouvel). Because the contract

2 does “not explicitly address whether the [anti-transfer] rights apply to transfers of control of

3 [Nouvel],” Plaintiffs “may be able to prove some set of facts that will support [their]

4 interpretation”—making dismissal of this claim inappropriate. Id. 5

5 Given the family nature of Miraval and its corporate structure (¶ 1), the fact that Pitt and

6 Jolie each used a shell entity to hold their underlying shares (¶ 2), and the commitment Pitt and

7 Jolie made to each other to hold the property together and not sell without the other’s consent

8 (¶¶ 1-2), it is clear that the Quimicum Articles were intended to prevent exactly the kind of

9 unilateral, nonconsensual sale that Jolie undertook here. At minimum, whether such transfers

10 would frustrate the intention of the parties and breach the implied covenant raises fact questions,

11 calling for the robust presentation of extrinsic evidence that should be assessed by the trier of fact.

12 See Moore, 39 Cal. App. 5th at 300 (“[B]reach of the implied covenant cause of action [could] be

13 resolved only after a trier of fact resolv[ed] [a] contract interpretation issue”).

14 II. Mondo states a claim for tortious interference with contract (Claim 6).
15 A. Mondo adequately pleads a tortious interference with contractual relations claim.
16 Jolie interfered with the Quimicum Articles by purporting to sell Nouvel to Tenute in an

17 attempted circumvention of Mondo’s contractual right of first refusal. ¶¶ 208-24. Thus, if the

18 Court were to find that Mondo has not pleaded its alter ego claim for whatever reason, Mondo has
19 adequately pleaded Jolie’s tortious interference with the same contract on this basis.

20 The Complaint includes detailed allegations on each of this tort’s elements: (1) the

21 existence of a valid contract with a third party; (2) the defendant’s knowledge of that contract;

22

23 5
Jolie’s argument that Mondo seeks to “impose substantive duties or limits on the contracting
24 parties beyond those incorporated” in the contract likewise fails. Demurrer at 13. As noted,
courts recognize implied covenant claims in exactly these circumstances, where evidence indicates
25 a defendant has tried to circumvent an express anti-transfer provision. This readily distinguishes
the two cases Jolie cites. Compare Racine & Laramie, Ltd. v. Dept. of Parks & Rec., 11 Cal. App.
26 4th 1026, 1032 (1992) (no implied covenant requiring party to negotiate a modified contract where
existing contract did not impose “any obligation on either party to even participate in activity
27
leading to a modification”); Guz v. Bechtel Nat’l, Inc., 24 Cal. 4th 317, 349-53 (2000) (no implied
28 covenant precluding employer from terminating employee’s “at-will” employment).
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OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 (3) the defendant’s intentional acts designed to induce a breach or disruption of the contract;

2 (4) actual breach or disruption; and (5) resulting damage. Ixchel Pharma, LLC v. Biogen, Inc., 9

3 Cal. 5th 1130, 1141 (2020) (listing elements).

4 No one disputes that the Quimicum Articles constitute a valid agreement between Mondo

5 and Nouvel or that Jolie was aware of that contract. ¶¶ 210-11. And while Jolie’s demurrer seeks

6 to muddy the waters, Pitt adequately pleads the third element through allegations that Jolie

7 induced either a breach or a disruption of the Quimicum Articles. Only one is required.

8 Starting with breach, settled law provides that a breach of the implied covenant of good

9 faith and fair dealing satisfies this element. See Woods v. Fox Broad. Sub., Inc., 129 Cal. App. 4th

10 344, 356-57 (2005) (tortious interference claim predicated on the breach of the “implied covenant

11 of good faith and fair dealing”). And Jolie purposefully induced Nouvel into breaching the

12 implied covenant by attempting to circumvent the Quimicum Articles’ transfer restrictions, as

13 described above regarding Mondo’s Third Claim. See supra at pp. 11-14; see also ¶¶ 216-17.

14 Jolie’s intent to induce this breach is clear (or, at minimum, is inferable) from the fact that

15 she structured her deal with Stoli as a sale of Nouvel, rather than of Nouvel’s shares in Quimicum,

16 which served no purpose other than to thwart Mondo’s legitimate expectations in the Quimicum

17 Articles. ¶¶ 213-14. It is also evident from the fact that Jolie kept her negotiations with Stoli

18 secret, including by executing the Exclusivity Agreement with Tenute, which ensured that Mondo
19 would never be able to exercise its right of first refusal to match Stoli’s offer. ¶ 215.

20 As an independent basis for this claim, Jolie also intentionally induced a disruption of the

21 Quimicum Articles by making their performance “more costly [and] [] burdensome.” Pac. Gas &

22 Elec. Co. v. Bear Stearns & Co., 50 Cal. 3d 1118, 1129 (1990). Jolie’s actions in purporting to

23 sell Nouvel to Tenute robbed Mondo of its right of first refusal, which was designed to protect the

24 family nature of the home and business. Jolie’s unlawful sale subjected Mondo and Quimicum to

25 the unwelcome “intrusion of an uninvited outsider,” Oregon RSA, 840 F. Supp. at 775, causing

26 Quimicum’s governance and operations to unravel, as the TAC alleges in detail. ¶¶ 218-21.

27 Jolie’s intent to cause this disruption is readily inferable from her personal knowledge of

28 Quimicum’s structure and governance and of her implied contract with Pitt, which the Court has
-15-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 already found adequately pleaded. Quimicum has two nominally equal shareholders. That

2 structure is well-suited to the family business that Pitt and Jolie had agreed to protect, and which

3 Jolie had encouraged Pitt to develop in line with his vision. See ¶¶ 35-40. But inviting a hostile

4 third-party spirits conglomerate into such an arrangement, as Jolie did, was virtually guaranteed to

5 cause the disruption that has resulted. Indeed, Jolie even apprised Stoli of confidential matters

6 regarding Quimicum’s governance before the transaction closed. ¶ 108. The Court can infer that

7 Jolie “intend[ed] the natural and probable consequences of [] her . . . acts.” Ramona Manor

8 Convalescent Hosp. v. Care Enters., 177 Cal. App. 3d 1120, 1135 (1986); see also L1 Techs., Inc.

9 v. Chekanov, 2023 WL 5618942, at *5 (S.D. Cal. Aug. 30, 2023) (“disruption” pleaded where

10 plaintiffs needed to take “remedial measures” to “protect their contractual relationships”).

11 Finally, Mondo has suffered substantial damages as a direct and proximate result of Jolie’s

12 conduct in inducing this breach and disruption of the Quimicum Articles. See ¶ 222.

13 B. Jolie’s counterarguments miss the mark.

14 Jolie offers no basis for sustaining her demurrer as to this claim. She first argues that the

15 claim should be dismissed, as it was from the Second Amended Complaint, on the basis that the

16 sale of Nouvel did not itself “cause[] the performance of the Quimicum Articles to become more

17 burdensome,” as distinguished from actions taken by others after the sale. Demurrer at 15.

18 This is wishful thinking. The argument ignores that Plaintiffs may plead this claim based
19 on Jolie inducing Nouvel to breach—rather than disrupt—the Quimicum Articles. Jolie simply

20 elides over Plaintiffs’ allegations on breach, asserting in conclusory fashion that the sale of Nouvel

21 did not breach the Quimicum Articles. Id. But as demonstrated above, the putative transaction is

22 a paradigmatic case of breach of the implied covenant. Furthermore, contrary to Jolie’s suggestion

23 that this sale was not “an intentional act ‘designed’ to induce a breach” (Demurrer at 15), the TAC

24 pleads at length how the deal was intentionally structured as an artifice to circumvent the

25 Quimicum Articles. See supra at pp. 11-14. Moreover, as Jolie’s own authority confirms, this

26 claim “does not require that the defendant act with specific intent to interfere. . . . The tort will

27 apply if the actor knows that the interference is certain or substantially certain to occur as a result

28 of his action.” Davis v. Nadrich, 174 Cal. App. 4th 1, 10 (2009) (citations omitted). Plaintiffs’
-16-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 allegations on breach—which the Court did not address in reviewing the Second Amended

2 Complaint—thus provide an independent basis for overruling Jolie’s demurrer.

3 Next, Jolie’s suggestion that the “TAC does not add any new or different allegations” to

4 explain how performance of the Quimicum Articles was “rendered more costly or burdensome”

5 (Demurrer at 15-16) overlooks the TAC’s significant new allegations regarding the disruption of

6 Quimicum’s governance through Nouvel’s post-sale conduct, including its refusal to negotiate the

7 election of directors in good faith, its repeated shifts in positions, and its obstruction in connection

8 with appointing an escrow agent. See ¶¶ 220-21. This disruption was the direct result of Jolie’s

9 putative sale of Nouvel, which she knew was all but certain to occur given the governance

10 structure in place. Jolie may seek to prove otherwise, but causation implicates disputed fact issues

11 unsuited to resolution on demurrer. See Huang v. The Bicycle Casino, Inc., 4 Cal. App. 5th 329,

12 348 (2016) (“Proximate cause . . . is generally a question of fact for the jury”). That is why the

13 Court found similar allegations of disruption sufficient in overruling Pitt and Mondo’s demurrer to

14 Nouvel’s tortious interference claim. See Ruling on Plaintiffs’ Demurrer to First Am. Cross-

15 Compl. of Nouvel at 4 (Mar. 18, 2024). Jolie’s demurrer should likewise should be overruled.

16 III. Plaintiffs state a claim for tortious interference with prospective

17 economic advantage (Claim 9).

18 A. The Complaint readily pleads all elements of this claim.

19 Plaintiffs would have purchased Nouvel’s Quimicum shares in 2021—earning substantial

20 profits and preserving Miraval’s family character—but for Jolie’s wrongful interference in

21 Plaintiffs’ transaction with Nouvel. Jolie’s conduct in stymieing the deal was duplicitous, in bad

22 faith, and contrary to binding contractual obligations. See ¶¶ 249-62. California proscribes

23 tortious interference with prospective economic advantage precisely to discourage this type of

24 conduct. See Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1153 (2003). And

25 the Complaint readily satisfies each element of this claim: (1) an economic relationship between

26 the plaintiff and a third party with the probability of future economic benefit; (2) the defendant’s

27 knowledge of the relationship; (3) intentional acts by the defendant designed to disrupt the

28 relationship; (4) actual disruption; (5) economic harm; and (6) an independently wrongful act. Id.
-17-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 No one disputes that Jolie knew of Plaintiffs’ negotiations for the purchase of Quimicum

2 shares from Nouvel or of the economic advantage that Plaintiffs would have obtained by acquiring

3 a greater stake in Miraval, thereby satisfying elements one and two. ¶¶ 253-54. And Jolie entered

4 into secret and exclusive negotiations to sell Nouvel to the Stoli-subsidiary Tenute, thereby

5 satisfying element three. See ¶¶ 255-57. These actions resulted in disruption and damages

6 (elements 4 and 5)—Plaintiffs’ transaction with Nouvel collapsed in favor of Jolie’s deal with

7 Tenute. See ¶¶ 258-59; see San Jose Const., Inc. v. S.B.C.C., Inc., 155 Cal. App. 4th 1528, 1545

8 (2007) (disruption pleaded where “defendant [knows] that the interference is . . . substantially

9 certain to occur as a result of his action”).

10 Finally, Jolie’s conduct was independently “wrongful” on several bases: (1) it amounted to

11 tortious interference with the Quimicum Articles for the reasons described above, see supra pp.

12 14-16; and (2) it violated two foreign statutes, which broadly proscribe civil wrongs—Articles

13 1382 and 1240 of the Luxembourgish and French Civil Codes, respectively—because inducing

14 Nouvel to circumvent the Quimicum Articles caused harm to Pitt, Mondo, Quimicum, Miraval,

15 and the Perrin parties. ¶ 260(b), (c), (d); see Korea Supply Co., 29 Cal. 4th at 1153, 1158.

16 To be sure, Jolie fervently contests this account of events. She claims blowing up

17 Plaintiffs’ deal was justified, purportedly due to the terms of an NDA that Pitt requested. But she

18 herself contends that what took place in the course of these negotiations involves disputed
19 questions of fact. See Jolie Opp. to Pitt’s Mot. to Compel at 5 (Apr. 25, 2024) (“[W]hat happened

20 in the intervening months [in the 2021 negotiations] is hotly disputed. At trial, the jury will have

21 to resolve this important factual dispute.”). Jolie’s demurrer is simply not the appropriate vehicle

22 for resolving contested fact questions. See Korea Supply Co., 29 Cal. 4th at 1157 n.9 (“A

23 defendant’s intent [to interfere with a business expectancy] . . . is . . . a triable issue of fact.”).

24 B. Jolie’s demurrer provides no basis on which this claim should be dismissed.

25 None of Jolie’s counterarguments provide a basis for sustaining her demurrer:

26 Economic Relationship. Jolie contests the first prong—an economic relationship with a

27 third party with the probability of economic benefit—on two grounds: First, she claims a

28 relationship with a third party is absent because “she [was] the counterparty in the negotiations
-18-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 that were allegedly disrupted.” Demurrer at 17. Second, she claims there is a “mismatch”

2 between the business relationships at issue—in her telling, Plaintiffs’ relationships with Château

3 Miraval, Miraval Provence, and others—and the source of Jolie’s disruption (i.e., her interference

4 in Nouvel’s sale of its Quimicum shares to Pitt). Id. at 17-18.

5 Neither argument stands up to scrutiny. The first fails for the simple reason that Jolie was

6 not the counterparty to this anticipated transaction—Nouvel owned the shares that Plaintiffs would

7 have purchased. See ¶¶ 2, 16. Jolie’s characterization of this deal as her own in this context is

8 rich, given that she attempts to distance herself from Nouvel in contesting Plaintiffs’ alter ego

9 allegations. See Demurrer at 9-12. She cannot have it both ways. Moreover, this Court has held

10 in the context of Plaintiffs’ demurrer to Nouvel’s Cross-Complaint that owners can tortiously

11 interfere in the contracts and business relations of entities they own. See Ruling on Plaintiffs’

12 Demurrer to First Am. Cross-Compl. of Nouvel at 5.

13 Jolie’s second argument on this prong misconstrues the Complaint. The relevant

14 transaction in this re-pleaded count is the prospective purchase of Nouvel’s Quimicum shares,

15 which formed the key economic relationship at issue—the collapse of which Jolie plainly caused.

16 See ¶ 253. Plaintiffs’ relations with Miraval, Perrin, and others, and their “long-term strategic

17 vision” for the business, are simply additional casualties of Jolie’s interference in that relationship

18 and transaction. See ¶ 250. The TAC clearly pleads Plaintiffs’ expectation of profit from this
19 deal, see ¶¶ 253-55, and its allegations must, in any event, be “liberally construed,” Cal. Code Civ.

20 Proc. § 452. The demurrer should not be sustained on this basis. See Tri-Growth Centre City, Ltd.

21 v. Silldorf, Burdman, Duignan & Eisenberg, 216 Cal. App. 3d 1139, 1153 (1989) (satisfaction of

22 the economic relationship prong presents “a question of fact”).

23 Designed to Disrupt. Jolie next suggests that, if her decision to interfere in this deal were

24 found to be “designed” to disrupt Plaintiffs’ expectations of profit, “any failed contractual

25 negotiation would [then] allow the disappointed party’s owners to sue the counterparty in tort for

26 the failed contract[.]” Demurrer at 18. This argument tears down a straw man. California law

27 already limits the expectancies that may form the basis of this tort to those with a “reasonable

28 probability that [a] contract or profit would have been obtained.” See 5 Witkin, Summ. of Cal.
-19-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Law (11th Ed.) Torts, § 859; cf. Youst v. Longo, 43 Cal. 3d 64, 71 (1987). Plaintiffs easily clear

2 that bar, as they had reached agreement with Nouvel on the key terms and were on the verge of

3 closing the transaction. See ¶ 81.

4 Independently Wrongful Act. Jolie contests the “independently wrongful” prong on

5 several bases. She claims “a bare breach of contract” does not suffice. Demurrer at 19. But

6 Plaintiffs do not allege a “breach of contract” as a wrongful act—they plead that Jolie’s conduct

7 was wrongful, in part, because it amounted to tortious interference with the Quimicum Articles,

8 which courts have recognized as a wrongful act for purposes of this tort. ¶ 260(b); see City of San

9 José v. Off. of Comm’r of Baseball, 2013 WL 5609346, *15 (N.D. Cal. Oct. 11, 2013).

10 Jolie also disputes that her conduct may be wrongful under Articles 1382 and 1240 of the

11 Luxembourg and French Civil Codes, respectively (¶¶ 260(c)&(d)), on the grounds that she did

12 not agree to a French or Luxembourgish choice-of-law provision and is not otherwise subject to

13 those forums’ laws. Demurrer at 19. This Court has already rejected Jolie’s precise argument in

14 finding that Nouvel adequately pleaded a wrongful act based on Plaintiffs’ alleged violation of

15 Article 1240. See Ruling on Plaintiffs’ Demurrer to First Am. Cross-Compl. of Nouvel at 9.

16 Plaintiffs are identically situated to Jolie with respect to the application of Article 1240 (and of

17 Article 1382, which amounts to its Luxembourgish equivalent). Jolie offers no reason why the

18 Court’s holding in the same context should not apply to her.

19 Economic Harm. Lastly, Jolie disputes that her interference caused economic harm. She

20 claims that being “unable to [] profit from owning [Nouvel’s] shares” is the “precise sort of

21 speculative harm courts routinely reject,” Demurrer at 21, and suggests the harm cannot be

22 adequately “estimate[d],” id. at 17 (citation omitted). But it is not remotely speculative to infer

23 that buying a further stake in a successful wine business and continuing to operate it consistent

24 with its long-term strategy would have yielded continued profits. Economic damages are thus

25 readily ascertainable.

26 CONCLUSION
27 The Court should overrule Jolie’s demurrer or, in the alternative, grant leave to amend.

28
-20-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 DATED: July 30, 2024 BIRD, MARELLA, RHOW,
LINCENBERG, DROOKS & NESSIM, LLP
2 John V. Berlinski

3 By: /s/ John V. Berlinski

4 John V. Berlinski

5
WACHTELL, LIPTON, ROSEN & KATZ
6 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
7 Jessica L. Layden (admitted pro hac vice)
Ioannis D. Drivas (admitted pro hac vice)
8 51 West 52nd Street
New York, NY 10019
9 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
10
Attorneys for Plaintiffs and Cross-Defendants
11 William B. Pitt and Mondo Bongo, LLC

12

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-21-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
THIRD AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 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 30, 2024, I served the following document(s) described as OPPOSITION TO
7 ANGELINA JOLIE’S DEMURRER TO THIRD AMENDED COMPLAINT OF
WILLIAM B. PITT AND MONDO BONGO, LLC; MEMORANDUM OF POINTS AND
8 AUTHORITIES IN SUPPORT THEREOF on the interested parties in this action as follows:

9 SEE ATTACHED SERVICE LIST

10 BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
sent from e-mail address kminutelli@birdmarella.com to the persons at the e-mail addresses listed
11 in the Service List. I did not receive, within a reasonable time after the transmission, any
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
13 foregoing is true and correct.

14 Executed on July 30, 2024, at Los Angeles, California.

15

16 /s/ Karen M. Minutelli

Karen M. Minutelli
17

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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 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

PROOF OF SERVICE