1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.

2 John V. Berlinski (State Bar No. 208537)
jberlinski@birdmarella.com
3 Julia B. Cherlow (State Bar No. 290538)
jcherlow@birdmarella.com
4 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
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 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
9 51 West 52nd Street
New York, NY 10019
10 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
11
Attorneys for Plaintiffs
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 SECOND AMENDED
Plaintiffs, COMPLAINT OF WILLIAM B. PITT
18
AND MONDO BONGO, LLC;
v.
19 MEMORANDUM OF POINTS AND
ANGELINA JOLIE, et al., AUTHORITIES IN SUPPORT THEREOF
20
Defendants. Filed concurrently with Request for Judicial
21
Notice, Opposition to Jolie’s Request for
22 Judicial Notice, Opposition to Motion to
and RELATED CROSS-ACTIONS. Strike, Proposed Order, and Declarations
23
Judge: Hon. Lia Martin
24 Dept: 16
25 Date: November 15, 2023
Time: 9:00 a.m.
26
Reservation ID: 269966417033
27 Action Filed: February 17, 2022
Trial Date: Not yet set
28

OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO

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

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

5 A. Pitt and Jolie acquire Château Miraval. .................................................................... 7

6 B. Mondo and Nouvel agree to the Quimicum Transfer Restrictions. .......................... 7

7 C. Pitt funds the success of Château Miraval. ............................................................... 8
8 D. Jolie files for divorce and discusses Château Miraval with Pitt over many years. ... 8
9
E. Jolie terminates negotiations with Pitt and sells to a Russian oligarch. .................... 9
10
LEGAL STANDARD ..................................................................................................................... 10
11
ARGUMENT .................................................................................................................................. 10
12
I. Pitt states a claim for breach of an implied-in-fact contract (Claim 1). ........................... 10
13
A. The Complaint pleads the existence of the implied-in-fact contract. ...................... 10
14
B. Jolie’s statute-of-frauds defense fails at the pleadings stage................................... 13
15
II. Pitt states a claim for quasi-contract (Claim 2)............................................................... 15
16
III. Mondo states a claim for breach of implied covenant (Claim 3).................................... 17
17
IV. Mondo states an abuse-of-rights claim under Luxembourg law (Claim 5). ................... 20
18
19 V. Mondo states a claim for tortious interference with contract (Claim 6). ........................ 21

20 VI. Plaintiffs state a claim for tortious interference with prospective

economic advantage (Claim 8). ...................................................................................... 22
21
VII. A constructive trust is an appropriate remedy. ............................................................... 23
22
CONCLUSION ............................................................................................................................... 23
23

24

25

26

27

28
-2-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 TABLE OF AUTHORITIES

2 Page(s)
3 Cases

4 Alderson v. Alderson,

5 180 Cal. App. 3d 450 (1986) ................................................................................................... 11

6 Arcade Cnty. Water Dist. v. Arcade Fire Dist.,

6 Cal. App. 3d 232 (1970) ........................................................................................... 12 n.3, 13
7
Bank of N.Y Mellon v. Citibank, N.A.,
8 8 Cal. App. 5th 935 (2017) ...................................................................................................... 10
9 Behr Process Corp. v. RPM Int’l Inc.,
2014 WL 12584385 (C.D. Cal. May 20, 2014)....................................................................... 23
10

11 Byrne v. Laura,
52 Cal. App. 4th 1054 (1997) ........................................................................................ 14 & n.5
12
Cellulose Material Sols. v. SC Mktg. Grp., Inc.,
13 2023 WL 6930388 (N.D. Cal. Oct. 18, 2023) ......................................................................... 16
14 City of Oakland v. Oakland Raiders,
83 Cal. App. 5th 458 (2022) .................................................................................................... 16
15

16 Del E. Webb Corp. v. Structural Materials Co.,

123 Cal. App. 3d 593 (1981) ............................................................................................. 12, 13
17
Elster v. Elster,
18 2023 WL 6194341 (C.D. Cal. Aug. 4, 2023) .................................................................... 15, 16

19 First Am. Cinema v. Chicken Soup for the Soul Ent.,

2020 WL 5898973 (C.D. Cal. July 2, 2020) ........................................................................... 23
20
Fremont Indem. Co. v. Fremont Gen. Corp.,
21
148 Cal. App. 4th 97 (2007) ...................................................................................................... 7
22
Friedman v. Friedman,
23 20 Cal. App. 4th 876 (1993) .................................................................................................... 11

24 GHK Assocs. v. Mayer Grp., Inc.,

224 Cal. App. 3d 856 (1990) ................................................................................................... 23
25
Golden State Equity Invs. v. All. Creative Grp., Inc.,
26 2017 WL 1336842 (S.D. Cal. Apr. 7, 2017) ........................................................................... 10
27
Grant v. Long,
28 33 Cal. App. 2d 725 (1939) ..................................................................................................... 11
-3-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Hirsch v. Bank of Am.,
107 Cal. App. 4th 708 (2003) ............................................................................................ 14, 16
2
Howard v. Cnty. of San Diego,
3 184 Cal. App. 4th 1422 (2010) ................................................................................................ 23
4
Hurtado v. Superior Ct.,
5 11 Cal. 3d 574 (1974) .............................................................................................................. 20

6 Huskinson & Brown v. Wolf,

32 Cal. 4th 453 (2004)....................................................................................................... 15 n.7
7
Ixchel Pharma, LLC v. Biogen, Inc.,
8 9 Cal. 5th 1130 (2020)............................................................................................................. 21
9 Kohn v. Kohn,

10 95 Cal. App. 2d 708 (1950) ..................................................................................................... 20

11 Korea Supply Co. v. Lockheed Martin Corp.,

29 Cal. 4th 1134 (2003)........................................................................................................... 22
12
L1 Techs., Inc. v. Chekanov,
13 2023 WL 5618942 (S.D. Cal. Aug. 30, 2023) .................................................................. 21–22
14 Levy v. Only Cremations for Pets, Inc.,

15 57 Cal. App. 5th 203 (2020) .............................................................................................. 12, 13

16 LiMandri v. Judkins,
52 Cal. App. 4th 326 (1997) .................................................................................................... 21
17
Maglica v. Maglica,
18 66 Cal. App. 4th 442 (1998) .............................................................................................. 11–12
19 Major-Blakeney Corp. v. Jenkins,
121 Cal. App. 2d 325 (1953) ............................................................................................. 16 n.8
20

21 Mieuli v. DeBartolo,
2001 WL 777447 (N.D. Cal. Jan. 16, 2001) ........................................................................... 18
22
Misik v. D’Arco,
23 197 Cal. App. 4th 1065 (2011) .......................................................................................... 19, 20
24 Offshore Rental Co. v. Cont’l Oil Co.,
22 Cal. 3d 157 (1978) .............................................................................................................. 21
25
Oregon RSA No. 6, Inc. v. Castle Rock Cellular of Oregon Ltd.,
26
840 F. Supp. 770 (D. Or. 1993), aff’d, 76 F.3d 1003 (9th Cir. 1996) ................... 17, 18, 19, 21
27
Pac. Gas & Elec. Co. v. Bear Stearns & Co.,
28 50 Cal. 3d 1118 (1990) ...................................................................................................... 21, 23
-4-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Peterson Tractor v. Orlando’s Snack-Mobile Corp.,
270 Cal. App. 2d 787 (1969) ............................................................................................. 15 n.6
2
Quan Shew Yung v. Woods,
3 218 Cal. App. 2d 506 (1963) ................................................................................................... 15
4
Racine & Laramie, Ltd. v. Dept. of Parks & Rec.,
5 11 Cal. App. 4th 1026 (1992) .................................................................................................. 17

6 Richardson v. La Rancherita,
98 Cal. App. 3d 73 (1979) ............................................................................................... 18 n.10
7
Rutherford Holdings, LLC v. Plaza Del Rey,
8 223 Cal. App. 4th 221 (2014) .................................................................................................. 19
9 Teva Pharms. USA, Inc. v. Superior Ct.,

10 217 Cal. App. 4th 96 (2013) .................................................................................................... 10

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

218 Cal. App. 4th 1230 (2013) .......................................................................................... 17, 19
12
U.S. Cellular Inv. Co. v. GTE Mobilnet,
13 281 F.3d 929 (9th Cir. 2002) ........................................................................................... 18 n.10
14 Unilab Corp. v. Angeles-IPA,

15 244 Cal. App. 4th 622 (2016) ............................................................................................ 16 n.8

16 Washington Mutual Bank v. Superior Ct.,

24 Cal. 4th 906 (2001)....................................................................................................... 20, 21
17
Statutes and Rules
18
Cal. Civ. Code §§ 1550, 1589, 1621 ....................................................................................... 10, 12
19
Cal. Code Civ. Proc. § 452 ............................................................................................................ 10
20
Cal. Corp. Code § 17703.04(b) ..................................................................................................... 20
21

22 Lux. Civ. Code Article 6-1 ............................................................................................................ 20

23 Other Authorities

24 1 Witkin, Summ. of Cal. Law (11th ed.) Contracts, §§ 116, 117 ....................................... 12 & n.3

25 9 Witkin, Summ. of Cal. Law (11th ed.) Corporations, § 16 ........................................................ 20

26 1 Corbin on Contracts (2023) § 1.12 ............................................................................................. 12

27 Black’s Law Dictionary (11th ed. 2019) ....................................................................................... 18

28
-5-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 INTRODUCTION
2 Angelina Jolie’s demurrer to Plaintiffs’ Second Amended Complaint (the “Complaint”)

3 reads more like a pretrial brief. Jolie invites the Court to draw factual inference upon factual

4 inference against Plaintiffs, interpret the meaning and intent behind a host of communications

5 between the parties (including ones she has improperly attached as exhibits), and generally

6 disregard Plaintiffs’ allegations in favor of her preferred version of events. Jolie will have an

7 opportunity to make these fact-based arguments, but they are entirely improper at the pleadings

8 stage. The demurrer should be overruled.

9 This case arises from Jolie’s unlawful sale of her stake in Château Miraval, a French estate

10 and vineyard that she jointly acquired with Brad Pitt in 2008. Pitt and Jolie, then in a long-term

11 relationship, purchased Château Miraval as a family home and family business for their children to

12 inherit. Pitt proceeded to disproportionately fund the estate and business, building a beautiful

13 home and thriving enterprise over many years. But in 2021, following the couple’s divorce, Jolie

14 covertly sold her stake in Château Miraval to a massive, oft-boycotted spirits conglomerate owned

15 by a Russian oligarch. Simply, Jolie put Pitt, without his consent, into partnership with a

16 stranger—inviting that stranger to share not only Pitt’s family business but also his family home.

17 These unlawful actions are the basis for Pitt’s and his entity Mondo Bongo’s claims against Jolie.

18 In her demurrer, Jolie tries to reduce Plaintiffs’ case to one of six claims against

19 her—Pitt’s implied-in-fact contract claim. In essence, she seeks dismissal of this claim because

20 the contract was formed “through conduct alone.” Jolie is wrong—the Complaint cites many

21 statements Jolie made over the years. But in any event, implied-in-fact contracts based on conduct

22 are well-established under California law, and the detailed factual allegations in the Complaint—

23 which Jolie resists or ignores—state such a claim.

24 Plaintiffs have pleaded five other independent causes of action against Jolie. The

25 Complaint pleads that Jolie breached the implied covenant of good faith and fair dealing by

26 structuring her deal with the Russian oligarch to circumvent Mondo Bongo’s express right of first

27 refusal. Citing the actions Pitt took in reliance on Jolie’s conduct and assurances, the Complaint

28 pleads that Jolie was unjustly enriched by her unlawful sale. And the Complaint pleads that Jolie
-6-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 tortiously interfered with Plaintiffs’ contracts and economic relationships, and, separately, violated

2 foreign law. Jolie’s summary efforts to dismiss these independent claims are meritless.

3 At bottom, the demurrer ignores the bedrock principle of California law: “A demurrer is

4 simply not the appropriate procedure for determining the truth of disputed facts.” Fremont Indem.

5 Co. v. Fremont Gen. Corp., 148 Cal. App. 4th 97, 113 (2007).

6 BACKGROUND
7 A. Pitt and Jolie acquire Château Miraval.
8 In 2008, Pitt and Jolie jointly acquired Château Miraval through their California LLCs:
9 Mondo Bongo (“Mondo”), for Pitt, and Nouvel, for Jolie. ¶¶ 32–34. 1 They did so by causing

10 Mondo and Nouvel to purchase shares of Quimicum, a Luxembourg LLC whose only asset is

11 Château Miraval. ¶¶ 32–33. Mondo paid roughly €15 million, giving Pitt a 60% interest in the

12 company. ¶ 34. Nouvel paid roughly €10 million, giving Jolie 40%. Id. Jolie formed Nouvel as

13 a shell entity expressly for this purpose: Its only asset was its interest in Château Miraval via

14 Quimicum. ¶ 16. Pitt and Jolie purchased Château Miraval with the express and shared intent that

15 the château serve as a family home and the vineyard as a family wine business. ¶ 35. They agreed

16 to fund investments in Château Miraval on a pro rata basis reflecting their 60-40 stakes. ¶ 37.

17 B. Mondo and Nouvel agree to the Quimicum Transfer Restrictions.

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

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

20 businesses. ¶¶ 43–44; Decl. of Prof. André Prüm (“Prüm Decl.”) ¶ 11. In so doing, Mondo and

21 Nouvel agreed that shares in Quimicum “may not be transferred inter vivos to non-shareholders

22 unless shareholders representing at least three-quarters of the corporate share capital shall have

23 agreed thereto.” Second Am. Compl., Ex. 1 at § 5.4.3 (emphasis added). Because neither entity

24 owned “at least three-quarters” of the share capital, this provision applied to each of them and

25 meant that neither could unilaterally transfer its shares to a third party. The Quimicum Articles

26 also incorporate a Luxembourg statute, supplementing § 5.4.3. ¶ 45. Through § 5.4.3 and this

27

28 1
Citations to ¶ are to Plaintiffs’ Second Amended Complaint (referred to as the “Complaint”).
-7-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 statute (the “Quimicum Transfer Restrictions”), the Quimicum Articles provided Mondo with a

2 right of first refusal. The Quimicum Articles thus were intended to ensure, consistent with its

3 corporate form, that neither party could be forced into business with a stranger. ¶¶ 46–47.

4 C. Pitt funds the success of Château Miraval.

5 In late 2013, Jolie announced that she could no longer afford to fund her share of the

6 investment in Château Miraval. ¶¶ 35–37. Because this threatened to upend the couple’s vision

7 for their family home and business, Pitt continued funding the investment completely on his own.

8 ¶¶ 38–39. This included funding renovations to the estate, as well as investments into Château

9 Miraval’s newly created winemaking joint venture, Miraval Provence, with a renowned French

10 winemaking family led by Marc Perrin. ¶¶ 38–39, 51–61, 68–75. Pitt also agreed to endorse the

11 Miraval Provence brand at below-market rates. ¶ 71. Ultimately, Pitt would invest nearly $50

12 million more in Château Miraval than Jolie—i.e., 70% of the couple’s total investment. ¶ 39. The

13 result: an international wine business now worth hundreds of millions of dollars. ¶ 74.

14 In December 2013, shortly before Pitt and Jolie were married at the Miraval estate and

15 consistent with the family nature of the business, Pitt transferred 10% of Quimicum to Nouvel

16 (i.e., Jolie) for one Euro, such that Mondo and Nouvel each nominally held 50% of Quimicum,

17 and thus Château Miraval. ¶¶ 48–50. In making these substantial investments and transferring

18 10% of Quimicum, Pitt relied on the Quimicum Transfer Restrictions and his mutual
19 understanding with Jolie that they would hold the family property and business together for their

20 children to inherit and not sell separately without the other’s consent. ¶¶ 40, 50.

21 D. Jolie files for divorce and discusses Château Miraval with Pitt over many years.
22 In September 2016, the couple began divorce proceedings and discussing how to allot their

23 respective interests in Château Miraval going forward. ¶¶ 62–63. Because Pitt’s investments in

24 Château Miraval exceeded Jolie’s by nearly $50 million, ¶ 39, Jolie informed Pitt that she was

25 amenable to a 68-32 split, reflecting their actual financial contributions, ¶ 64. Jolie assured Pitt, “I

26 will only take what I put in,” ¶ 64; confirmed, “It’s an investment and business [our children]

27 will inherit,” id.; and vowed, “I agree it all has to go if it goes,” ¶ 65. Based on Jolie’s statements

28 and conduct, Pitt continued to invest in Château Miraval and its wine business. ¶¶ 68–76.
-8-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Pitt and Jolie’s discussions started and stopped but progressed into January 2021. ¶ 79. At

2 that time, Jolie, recognizing her contractual obligations, wrote to Pitt that there were “two ways”

3 for her to exit Miraval. ¶ 80. Pitt could buy her out completely, or they could jointly sell to a third

4 party. Id. As Jolie’s counsel put it in a letter sent on her behalf, Jolie would “out of necessity

5 have to remain in the business” if the former couple could not strike a deal. ¶ 81.

6 E. Jolie terminates negotiations with Pitt and sells to a Russian oligarch.

7 By late February 2021, Pitt and Jolie’s buyout negotiations had reached an advanced stage.

8 ¶ 82. But just a few months later, in June 2021, Jolie abruptly terminated discussions, citing terms

9 that were still under negotiation and accusing Pitt of not wanting to get a deal done. ¶¶ 83–92.

10 Jolie (through her counsel) proclaimed herself “free from any negotiations” with Pitt and “free to

11 pursue any other transactions.” ¶ 92. This was a pretextual and preemptive effort to excuse an

12 intentional breach. In reality, Jolie had a secret buyer waiting in the wings: Yuri Shefler, a

13 Russian billionaire whom the U.S. has designated as an “oligarch.” ¶¶ 93–94, 97, 142–43.

14 Unbeknownst to Pitt, Jolie was negotiating with Shefler’s spirits empire, the Stoli Group, while

15 she was still negotiating with Pitt. ¶¶ 93–94, 97. And, right after terminating discussions with

16 Pitt, Jolie and Shefler’s entity entered into a “Exclusivity Agreement” that bound both sides not to

17 communicate with Pitt about their secret deal, thereby preventing the exercise of Mondo’s right of

18 first refusal. ¶ 104. 2

19 On September 24, 2021, Jolie and Shefler’s entity (Tenute del Mondo) secretly signed a

20 sale agreement. ¶ 109. But, critically, Jolie and Tenute did not execute a contract for the direct

21 transfer of Nouvel’s Quimicum shares. As all recognized, that was plainly prohibited by the

22 above-described Quimicum Transfer Restrictions. ¶¶ 99, 109. Instead, they structured the

23 agreement as a deal between Tenute and Jolie for the sale of Nouvel itself, which had, as intended,

24 the exact same effect. ¶¶ 99, 109.

25
2
Jolie was eventually forced to reveal to the divorce court that she was contemplating selling her
26 stake to an unnamed third party. ¶¶ 102–03. In response, Pitt made clear in writing that he was
“not consenting to the sale of Nouvel LLC or any of the assets thereof.” ¶ 108. Notably, contrary
27 to her position here, Jolie simultaneously made clear that she likewise was “not consenting to the

28 sale of Mondo Bongo LLC or any assets thereof.” Jolie’s Req. for Judicial Notice (“Jolie RJN”)
(Aug. 21, 2023), Ex. C at 2 (emphasis added).
-9-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 On October 4, 2021, Jolie and Stoli purported to consummate the sale of Nouvel, and Stoli

2 issued a press release announcing the deal the following day. ¶¶ 115–16. It was only through that

3 press release that Pitt learned that Jolie had secretly sold her stake in their family home and

4 business to a Russian oligarch who told the world he was now Pitt’s partner.

5 LEGAL STANDARD
6 When considering a demurrer, a complaint’s “allegations . . . must be liberally construed.”

7 Teva Pharms. USA, Inc. v. Superior Ct., 217 Cal. App. 4th 96, 102 (2013) (quoting Cal. Code Civ.

8 Proc. § 452). The court “take[s] all properly pled facts as true, and draw[s] all reasonable

9 inferences in favor of the plaintiff.” Bank of N.Y. Mellon v. Citibank, N.A., 8 Cal. App. 5th 935,

10 943 (2017).

11 ARGUMENT
12 Plaintiffs bring six claims against Jolie and seek the remedy of a constructive trust (in

13 addition to damages). Jolie’s arguments for dismissal conflict with California law, raise factual

14 questions inappropriate for resolution on a demurrer, and often are beside the point.

15 I. Pitt states a claim for breach of an implied-in-fact contract (Claim 1).

16 The elements of a claim for breach of implied-in-fact contract are the same as a claim for

17 breach of contract: “(1) existence of the contract; (2) plaintiff’s performance or excuse for

18 nonperformance; (3) defendant’s breach; and (4) damages to plaintiff as a result of the breach.”
19 Golden State Equity Invs. v. All. Creative Grp., 2017 WL 1336842, at *3 (S.D. Cal. Apr. 7, 2017).

20 The Complaint meets each element, pleading that Pitt and Jolie—as reflected by their conduct and

21 statements over time—formed an implied-in-fact contract to hold Château Miraval together and

22 not sell their interests separately without the other’s consent, which Jolie breached. ¶¶ 1, 149–54.

23 The only grounds upon which Jolie demurs to this claim are that: (1) the Complaint fails

24 to adequately allege the existence of the implied-in-fact contract (the claim’s first element), and

25 (2) the contract is barred by the statute of frauds. As set forth below, each argument fails.

26 A. The Complaint pleads the existence of the implied-in-fact contract.

27 California recognizes an implied contract as one that is “manifested by conduct.” Cal. Civ.

28 Code § 1621. Here, the Complaint pleads that Jolie manifested assent to the implied-in-fact
-10-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 contract by, among other things: (1) jointly purchasing Château Miraval with Pitt to build as a

2 family home and business to be inherited by their children, ¶ 35; (2) accepting Pitt’s significant

3 investments in Château Miraval toward that end, after she could no longer afford to invest, ¶¶ 37–

4 40; and (3) accepting Pitt’s transfer of 10% of Château Miraval (leaving the couple as nominal 50-

5 50 shareholders) for no consideration, ¶¶ 48–50. The Complaint also pleads that Jolie made

6 numerous written statements to Pitt reinforcing the implied contract and evidencing her assent to

7 it—for instance, confirming she “agree[d]” Miraval “all has to go if it goes”—and negotiated

8 exclusively with Pitt before undertaking her secret sale. ¶¶ 63–67, 77–83, 92. And the Complaint

9 sets forth additional conduct by both Pitt and Jolie consistent with the implied contract to hold the

10 property together and not sell separately without the other’s consent, such as using the château as a

11 family home and building Miraval Provence as a family-focused brand. ¶¶ 35, 40–41, 53–55.

12 These pleaded facts support this long-recognized cause of action under California law. See

13 Grant v. Long, 33 Cal. App. 2d 725, 732–37 (1939) (implied-in-fact contract allowing shareholder

14 to use hotel as her home was based on “conduct of the parties over a long period of years,”

15 assurances that the hotel would “always . . . be [her] home,” and plaintiff’s “testimony”). Jolie

16 suggests joint ownership and a marital relationship are irrelevant, citing Friedman v. Friedman, 20

17 Cal. App. 4th 876 (1993) (Demurrer at 13–14). But Friedman is inapposite: there, in a preliminary

18 injunction posture, and after an evidentiary hearing, the court found California law did not allow
19 for temporary spousal support pending trial on the merits of a “Marvin” action. Id. at 887–88.

20 In reality, implied contract claims premised in part on a long-term relationship or marriage

21 are common in California. To take just one example, in Alderson v. Alderson, a couple’s “conduct

22 over [a] twelve-year period . . . evidenced an implied contract between them to share equally” in

23 investment properties they had acquired during their relationship. 180 Cal. App. 3d 450, 461

24 (1986). The implied agreement was evidenced by the parties having held themselves out as

25 married, having “pooled their financial resources,” and having taken “title to ten of the

26 properties . . . jointly,” along with the fact that plaintiff “kept the books on the properties, helped

27 repair and fix up the properties, paid the bills and collected the rents.” Id. at 461–63; see also

28 Maglica v. Maglica, 66 Cal. App. 4th 442, 456–57 (1998) (“living together, holding [one another]
-11-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 out as husband and wife, and being companions and confidants” informed determination of

2 whether couple had an “implied agreement to divide the equity in a business owned by one of the

3 couple”). 3 At minimum, the Complaint’s detailed allegations present fact issues not ripe for

4 resolution on demurrer. Del E. Webb Corp. v. Structural Materials Co., 123 Cal. App. 3d 593,

5 611 (1981) (“[w]hether or not an implied contract has been created . . . is a question of fact” based

6 on “all the surrounding circumstances,” such that summary judgment was improper).

7 Jolie attempts to conjure a legal argument on the notion that none of the pleaded conduct

8 “constitutes an offer from Jolie.” Demurrer at 13, 14–16. Putting aside that this too is a fact

9 issue, there is no requirement that a plaintiff accept, rather than make, an offer. There is not even

10 a requirement that “offer and acceptance” be pleaded at all. 1 Witkin, Summ. of Cal. Law (11th

11 ed.) Contracts, § 117 (“A manifestation [of consent] may be made even though neither offer nor

12 acceptance can be identified and even though the moment of formation cannot be determined.”);

13 1 Corbin on Contracts (2023) § 1.12 (“The model of offer and acceptance does not describe all

14 contract formation,” as is “frequently true in a contract inferred from the parties’ conduct over a

15 long period of time”); see also Cal. Civ. Code § 1550 (listing elements of contract formation).

16 Even the case Jolie relies on says “mutual assent”—as measured by “the outward

17 manifestations or expressions of the parties”—determines contract formation. Levy v. Only

18 Cremations for Pets, Inc., 57 Cal. App. 5th 203, 211 (2020) (emphasis added) (noting that “offer
19 and acceptance” is often, but not always, the vehicle for “mutual assent”). In any event, the

20 Complaint pleads that Jolie assented to the contract by accepting the benefits Pitt offered her. See

21 ¶¶ 39–40 (disproportionate investments); ¶¶ 48–50 (10% transfer). That alone is sufficient under

22 the California Civil Code. Cal. Civ. Code § 1589 (“acceptance of the benefit of a transaction is

23 equivalent to a consent to all the obligations arising from it”); Arcade Cnty., 6 Cal. App. 3d at

24
3
While Jolie asserts that a “contract must be formed at a specific point in time,” Demurrer at 15,
25
an implied-in-fact contract may be formed without a “simultaneous ‘meeting of the minds,’”
26 Arcade Cnty. Water Dist. v. Arcade Fire Dist., 6 Cal. App. 3d 232, 236 (1970); 1 Witkin, Summ.
of Cal. Law (11th ed.) Contracts, §§ 116, 117. Jolie’s related argument that “most of [the]
27 conduct [relevant to the implied contract] occurred years after the alleged implied contract was
formed” thus misses the mark. Demurrer at 10. It also ignores that any such conduct is itself
28 evidence of the implied contract’s existence.
-12-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 236–38 (implied contract formed on this basis). In the Levy case Jolie cites, by contrast, plaintiffs

2 were literally unaware of “any conduct by defendant which implied an offer,” because they did not

3 interact with defendant at all; “[p]laintiffs contracted with [their] veterinarian” for pet cremation

4 services, and “the veterinarian contracted with [the] defendant.” Levy, 57 Cal. App. 5th at 210.

5 Jolie’s remaining arguments are concededly fact-based. By relying on disputed

6 interpretations of documents—for which Jolie improperly seeks judicial notice as to the truth of

7 the matter therein—Jolie only confirms that the existence of the implied contract is “a question of

8 fact” that cannot be resolved on the pleadings. Del E. Webb Corp., 123 Cal. App. 3d at 611. Jolie

9 contends, for example, that an email sent in 2008—in which Pitt’s business manager said Pitt did

10 not need a written “buy / sell agreement” with Jolie before acquiring Château Miraval—shows that

11 Pitt “unequivocal[ly] reject[ed]” such an agreement. Demurrer at 9; Jolie RJN, Ex. A. But even

12 on that disputed framing, Jolie concedes that any such “rejection” could be superseded by later

13 events, Demurrer at 13, and then ignores that Pitt pleads in detail how the implied contract formed

14 over time in the ensuing years. See Arcade Cnty., 6 Cal. App. 3d at 237 (implied contract formed

15 following rejection of express contract). Jolie is also offering an interpretation of this 2008 email

16 that presents a prototypical fact question. A jury may reasonably conclude that one’s expectation

17 that a long-term partner would be “reasonable” is entirely consistent with an implied agreement to

18 hold a property together and not sell separately without the other’s consent, even if the couple had
19 not agreed on the precise terms ahead of time by which they would buy or sell from one another. 4

20 B. Jolie’s statute-of-frauds defense fails at the pleadings stage.

21 Jolie falls back on a statute-of-frauds (“SOF”) defense. But it is well settled that
22 “equitable estoppel”—which is pleaded here and forecloses an SOF defense—is “a question of

23
4
24 Jolie also tries to explain her statement to Pitt that she saw “two ways forward”—either a joint
sale with Pitt or an “outright sale” to him, ¶ 80—by asking the Court to take notice that Jolie also
25 stated she “would prefer not to have to pursue other routes to divest [her]self.” Demurrer at 15;
Jolie RJN, Ex. D. Jolie’s position is puzzling, as that statement is wholly consistent with Jolie’s
26 obligation to seek Pitt’s consent if she wished to sell separately. Jolie also ignores that her own
lawyer sent a letter confirming that Jolie would “out of necessity have to remain in the business” if
27
she and Pitt did not reach a deal. ¶ 81 (emphasis added). She observes that her lawyer did not use
28 the word “consent,” but has nothing to say about what else he could have meant.
-13-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 fact.” Byrne v. Laura, 52 Cal. App. 4th 1054, 1068 (1997). Jolie contends she is not estopped

2 because (1) Pitt has not been unconscionably injured and (2) she has not been unjustly enriched.

3 Demurrer at 17–18. Jolie must succeed on both arguments for the SOF to apply, but both fail.

4 As for unconscionable injury, Jolie asserts that the harm from Pitt’s 10% transfer “was to

5 Mondo [], not Pitt.” Demurrer at 17. That is no answer. Pitt holds 100% of the membership

6 interest in Mondo, ¶ 14, so financial harm to Mondo flows directly to Pitt. Jolie also notes that the

7 10% transfer of Pitt’s stake to Jolie will not be undone by enforcing the implied contract, such that

8 the “injury” will purportedly not be remedied. Demurrer at 17. But that just ignores that Jolie’s

9 breach is what renders the 10% transfer injurious for purposes of this claim. 5 Jolie also ignores

10 that Pitt’s harm is not limited to the 10% transfer, but also includes his disproportionate

11 investments, such that Jolie recognized a 68-32 split of the property would be fair. ¶ 64.

12 As for unjust enrichment, it is beside the point that Jolie never “sought to exercise a

13 consent right” to a third-party sale and that Tenute (not Pitt) paid “the proceeds from Nouvel’s

14 sale.” Demurrer at 17–18. The Complaint pleads in detail how Jolie benefitted from Pitt’s

15 conduct in reliance on his rights, such that Jolie reaped an unearned windfall when she undertook

16 her secret sale. ¶ 155; Hirsch v. Bank of Am., 107 Cal. App. 4th 708, 722 (2003) (“[I]t is not

17 essential that money be paid directly to the recipient by the [plaintiff].”). And while Jolie asserts

18 that Pitt fails to allege he “disproportionately invested in exchange for a consent right,” Demurrer
19 at 18, the Complaint is clear: “In making [disproportionate] investments, Pitt was assured . . .

20 neither [he nor Jolie] could or would dispose of his or her interest separately without the other’s

21 consent.” ¶ 40. The case law is equally clear: In these circumstances, an SOF defense is off the

22

23 5
Jolie also claims that the contract effecting the 10% transfer “expressly disclaim[ed] any reliance
on outside statements or representations.” Demurrer at 17. Not so. What that contract actually
24 says is that “The Buyer” (i.e., Nouvel) was not relying on “outside representations”—there is no
25 such disclaimer with respect to Mondo. Jolie RJN, Ex. B at 5. As for Jolie’s observation that this
contract does not expressly mention a “consent right,” Demurrer at 14, she is again improperly
26 asking the Court to draw factual inferences in her favor. Indeed, this argument turns on the
interpretation of a document she has submitted that is not even referenced in the Complaint,
27 underscoring that whether estoppel applies is a “question of fact.” Byrne, 52 Cal. App. 4th at
1068.
28
-14-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 table. E.g., Quan Shew Yung v. Woods, 218 Cal. App. 2d 506, 511–13 (1963) (estoppel applied

2 where party made improvements in reliance on oral agreement to sell property). And as for Jolie’s

3 claim (Demurrer at 18) that Pitt would have paid Jolie the “same amount of money” for Nouvel,

4 that misses the point: he is entitled to equitable remedies and/or damages for her breach.

5 II. Pitt states a claim for quasi-contract (Claim 2).

6 For similar reasons, the Complaint states a straightforward claim for quasi-contract, which

7 is a cause of action based on unjust enrichment. 6 To state a claim for quasi-contract, a plaintiff

8 must plead: “(1) a defendant’s receipt of a benefit and (2) unjust retention of that benefit at the

9 plaintiff’s expense.” Elster v. Elster, 2023 WL 6194341, at *4 (C.D. Cal. Aug. 4, 2023).

10 The Complaint adequately pleads this claim. First, the Complaint pleads that Jolie

11 received the benefits of Pitt’s substantial disproportionate investments in Château Miraval and his

12 transfer of 10% of the company, after she stopped investing herself. ¶¶ 48–50, 161. Second, the

13 Complaint pleads Jolie unjustly retained these benefits at Pitt’s expense, as Pitt would not have

14 conferred them absent the couple’s understanding and Jolie’s assurances. ¶¶ 40, 50, 68–76.

15 Jolie seeks to recast Pitt’s claim as one for “compensation” for “services rendered” on a

16 quantum meruit theory. See Demurrer at 18. That is not Pitt’s claim. Rather, the Complaint

17 pleads that Pitt invested tens of millions of dollars in Château Miraval (and transferred 10% of the

18 company to Jolie) in reliance on Jolie’s conduct and assurances, and that Jolie was unjustly
19 enriched when she pulled the rug out from underneath Pitt. ¶¶ 40, 50, 68, 161. Jolie’s argument

20 that “Pitt kept providing services” to Miraval after talks of “compensating Pitt for his efforts”

21 stalled thus misses the point. Demurrer at 19. The claim is not premised on Pitt’s personal efforts

22 on the ground at the château. 7

23
6
24 As this claim is based in unjust enrichment that is independent of any implied contract, the SOF
does not apply. Peterson Tractor v. Orlando’s Snack-Mobile Corp., 270 Cal. App. 2d 787, 791
25 (1969) (quasi-contract claim arose from unjust enrichment, not contract, so SOF did not apply).
7
26 Jolie cites Huskinson & Brown v. Wolf, but that is a quantum meruit case that merely notes that
“expectation of . . . compensation” is required where a claim arises from a “promise to pay for
27 services.” 32 Cal. 4th 453, 458 (2004). It has no application here. In fact, the Huskinson court
specifically distinguished between unjust enrichment and quantum meruit. Id. at 457.
28
-15-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 Jolie next argues that Pitt “knew Nouvel was a 50-50 owner of Quimicum, and thus knew”

2 that “50% of [his] contributions automatically benefitted Jolie.” Demurrer at 19. That too misses

3 the point. Contrary to Jolie’s assertions, the Complaint pleads that Pitt acted in reliance on Jolie’s

4 commitments to him, for her benefit, only for Jolie to turn around and sell the family home and

5 business to a hostile stranger. ¶¶ 35–42, 48–50. That is what renders Jolie’s “retention of th[ose]

6 benefit[s]” “unjust.” Elster, 2023 WL 6194341, at *4. 8 To use Jolie’s words, she “t[ook]” out far

7 more than she “put in.” ¶ 64; see Background § D, above.

8 Jolie also demurs on the ground that Pitt did not “pay” Jolie in connection with her sale.

9 Demurrer at 20. But, as noted, “[t]o confer a benefit, it is not essential that money be paid directly

10 to the recipient by the party seeking restitution.” Hirsch, 107 Cal. App. 4th at 722. Here, Pitt

11 conferred a benefit on Jolie by investing far more in Miraval and transferring 10% of the company

12 to her for no consideration. Id. (“The term ‘benefit’ connotes any type of advantage.”). The case

13 that Jolie relies on, which applies “where someone other than the plaintiff provided the benefit,” is

14 thus inapposite. City of Oakland v. Oakland Raiders, 83 Cal. App. 5th 458, 478–79 (2022) (claim

15 failed where increase in defendant’s value was due to external factors, not plaintiff, such that

16 plaintiff did not possess “better legal or equitable right” to the increased value).

17 Finally, the claim is timely. While Jolie argues that the claim accrued in mid-2019, when

18 Jolie briefly attempted to assert entitlement to a 50% stake in Miraval in the event of an exit,
19 Demurrer at 20, the Complaint pleads Jolie “backed down from” that position, ¶ 78. That

20 inconvenient allegation is ignored. And the claim does not rise or fall on the equity split in any

21 event. The statute of limitations for this claim is “based on the underlying wrong,” Cellulose

22 Material Sols. v. SC Mktg. Grp., 2023 WL 6930388, at *1 (N.D. Cal. Oct. 18, 2023) (emphasis

23 added), which is Jolie’s sale of Nouvel to Tenute and Stoli in September 2021.

24
8
Jolie similarly suggests the benefits she received from Pitt were “incidental[]” to the
25
improvement of Pitt’s own property. Demurrer at 18. But Jolie cites a case, decided on a full
26 evidentiary record, where a developer made improvements to its own property that allegedly
benefited neighboring land, without its neighbor’s knowledge or approval. Major-Blakeney
27 Corp. v. Jenkins, 121 Cal. App. 2d 325, 340–41 (1953) (emphasis added). And the other case she
cites involved an “unintended” benefit. Unilab Corp. v. Angeles-IPA, 244 Cal. App. 4th 622, 640
28 (2016) (emphasis added). That is a far cry from the allegations here. ¶ 161.
-16-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 III. Mondo states a claim for breach of implied covenant (Claim 3).
2 As Jolie concedes (Demurrer at 22), the implied covenant of good faith is a “supplement to
3 the express contractual covenants[] to prevent a contracting party from engaging in conduct which

4 (while not technically transgressing the express covenants) frustrates the other party’s rights to the

5 benefits of the contract.” Thrifty Payless v. The Americana at Brand, 218 Cal. App. 4th 1230,

6 1244 (2013). Mondo has stated a claim that Jolie, as Nouvel’s alter ego, breached the implied

7 covenant by structuring her sale to circumvent Mondo’s right of first refusal under the Quimicum

8 Articles. ¶¶ 164–72. This claim is entirely independent of Pitt’s implied-in-fact contract claim. 9

9 Jolie cites cases for the proposition that the implied covenant cannot be used to “create

10 obligations not contemplated in the contract.” Racine & Laramie, Ltd. v. Dept. of Parks & Rec.,

11 11 Cal. App. 4th 1026, 1032 (1992). But consistent with that rule, courts recognize

12 implied-covenant claims in exactly these circumstances, where a defendant tries to circumvent a

13 plaintiff’s anti-transfer rights by selling a parent-level shell entity (i.e., Nouvel) to avoid

14 restrictions on the direct transfer of the shell’s underlying assets (i.e., Nouvel’s Quimicum shares).

15 As the court put it in Oregon RSA No. 6, Inc. v. Castle Rock Cellular of Oregon Ltd.—a case

16 squarely on-point here—a transaction violates the implied covenant when its structure is “an

17 artifice intended to thwart plaintiff’s legitimate contractual expectation that it would have a right

18 of first refusal.” 840 F. Supp. 770, 776 (D. Or. 1993), aff’d, 76 F.3d 1003 (9th Cir. 1996). In that
19 case, as here, the implied covenant was breached where the defendant “sought to circumvent

20 [plaintiff’s right of first refusal] by conveying . . . the holding companies that [defendant] created

21 as repositories for [its] partnership interest.” Id. at 775.

22 Because the holding companies were shells that did not “conduct[] any other business,” the

23 court explained, defendants’ transaction was a “blatant subterfuge intended to . . . deny plaintiff

24

25 9
Jolie has filed a notice of joinder to the demurrer of Nouvel, which submits that Luxembourg law
26 applies to this claim. Demurrer of Nouvel (Aug. 8, 2023) at 4. Jolie analyzes this claim under
California law, as Plaintiffs do here. As Plaintiffs will set forth in their opposition to Nouvel’s
27 demurrer, however, the implied covenant claim states a claim under Luxembourg law as well.
Indeed, French courts to which Luxembourg courts look for guidance regularly sustain claims in
28 these circumstance. Prüm Decl. ¶¶ 12–17.
-17-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 the fruits of its bargain,” in violation of the implied covenant. Id. That conclusion was “entirely

2 consistent with the purpose of a right-of-first refusal clause, which in close corporations . . . is

3 commonly used,” as it was here, “to prevent the intrusion of an uninvited outsider.” Id.

4 Courts in California have recognized the rule set out in Oregon RSA. In Mieuli v.

5 DeBartolo, a case involving the sale of a controlling interest in the closely-held 49ers football

6 team, the court endorsed Oregon RSA’s analysis as a matter of California law and upheld a similar

7 claim. 2001 WL 777447, at *6 (N.D. Cal. Jan. 16, 2001). Because the agreement in Mieuli was

8 silent on whether the anti-transfer rights at issue encompassed the transfer of indirect interests, the

9 court was required to “look to extrinsic evidence to determine what the intention of the parties to

10 the agreement were and whether the defendant[s] were seeking to circumvent that agreement”—

11 and denied the motion to dismiss on that basis. Id. at *7. Here, the agreement is also silent as to

12 applicability to indirect transfers, stating only that shares in Quimicum “may not be transferred

13 inter vivos to non-shareholders,” without stating by whom. Second Am. Compl., Ex. 1 at § 5.4.3;

14 see also Black’s Law Dictionary (11th ed. 2019) (defining “transfer” as “to pass or hand over from

15 one to another, esp. to change over the possession or control of,” and noting that a “transfer”

16 “embraces every method—direct or indirect, absolute or conditional, voluntary or involuntary—of

17 disposing of or parting with property or with an interest in property” (emphasis added)). Given

18 the family-based nature of the business and the structure used to hold it, it is inherently a fact issue
19 as to whether it would be a breach of the implied covenant to seek to circumvent that restriction

20 through an indirect transfer to non-shareholders, as alleged here. 10

21
10
22 Conversely, where the parent entity sold is not a shell or alter ego, courts have found on the
facts of those cases that the implied covenant is not breached. See U.S. Cellular Inv. Co. v. GTE
23 Mobilnet, 281 F.3d 929, 933, 937 (9th Cir. 2002) (affirming summary judgment because stock sale
of “bona fide operating company, with thousands of employees [and] substantial assets” did not
24 violate transfer restrictions, but emphasizing case would have been “very different” “[h]ad the
25 stock sale . . . been a sale to or by a shell entity”); cf. Richardson v. La Rancherita, 98 Cal. App.
3d 73, 79 (1979) (transfer restrictions not violated where party failed to raise “factual issues” or
26 alter ego allegations). Transactions involving entities owned as part of large corporate complexes
with subsidiary structures holding many assets are not remotely akin to the transaction here—the
27 sale of a shell entity, created to hold an interest in a family company, through a structure designed
specifically to facilitate the transfer of the very asset subject to the right of first refusal.
28
-18-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 The Complaint pleads that Jolie’s transaction with Tenute and Stoli was structured for the

2 sole purpose of circumventing the Quimicum Transfer Restrictions. ¶ 99. Stoli’s only “mission

3 was to acquire Nouvel’s shares of Quimicum,” ¶ 111, and the only reason Jolie sold Nouvel itself

4 was to try to evade these restrictions and rob Mondo of the “benefits of the contract,” Thrifty

5 Payless, 218 Cal. App. 4th at 1244. 11 Indeed, in Jolie’s prior negotiations with Pitt, the deal was

6 structured as a sale of Nouvel’s interest in Quimicum, not Jolie’s interest in Nouvel. ¶ 99. The

7 contract between Jolie and Stoli confirms that Nouvel, like the entity in Oregon RSA, was a shell:

8 Jolie represented therein that Nouvel’s “only assets . . . at closing” would be Nouvel’s interest in

9 Quimicum. ¶¶ 111–12. Pitt made clear he did not consent to a sale of Nouvel, ¶ 108; and, just as

10 notably, Jolie made clear she did not consent to a sale of Mondo, Jolie RJN, Ex. C at 2. These

11 allegations give rise to an implied covenant claim. The structure of Jolie’s sale was a “subterfuge”

12 that, if permitted, would render Mondo’s rights “illusory.” Oregon RSA, 76 F.3d at 775–76.

13 Alter Ego Claim. Parties invoking the alter ego doctrine must plead (1) a unity of interest
14 between the company and its owner, and (2) an inequitable or unjust result. Misik v. D’Arco, 197

15 Cal. App. 4th 1065, 1072 (2011). Whether these conditions are met is “ordinarily a question of

16 fact” not resolvable on a demurrer. Id. (alter ego “determination is primarily one for the trial court

17 and is not a question of law” (emphasis added)). And those conditions are readily pleaded here.

18 First, there was a “unity of interest and ownership” between Nouvel and Jolie. Id. Far

19 from resting on Jolie’s “sole ownership” of Nouvel (Demurrer at 22), the Complaint pleads that

20 Jolie formed Nouvel for the “sole purpose of holding her shares in Quimicum,” represented at

21 closing that Nouvel’s only assets was its interest in Quimicum, and used Nouvel as a “shell.”

22 ¶¶ 111, 165. Mondo’s allegations more than suffice to survive a demurrer on this highly

23 fact-intensive issue. Rutherford Holdings, LLC v. Plaza Del Rey, 223 Cal. App. 4th 221, 236

24 (2014) (only “ultimate . . . facts” need be pleaded to support alter ego theory). 12 And Jolie’s

25
11
This is not reasonably disputed. As reflected in Plaintiffs’ motion to compel discovery recently
26 granted by this Court, Stoli has graphically depicted the transaction as the transfer of Jolie’s
interest in Quimicum to Shefler. Pls.’ Reply Br. in Supp. of Mot. to Compel at 7 (Sept. 28, 2023).
27
12
Notably, in its own demurrer to this claim, Nouvel—now controlled by Stoli—points its finger
28 at Jolie, claiming that Nouvel is not liable for breach because it was Jolie who undertook the sale.
-19-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 contrived argument about § 17703 of the Corporations Code ignores that that very subsection

2 expressly contemplates “alter ego liability” for LLC members. Cal. Corp. Code § 17703.04(b).

3 Second, an “inequitable result” would follow “if the acts [in question] are treated as those

4 of [Nouvel] alone.” Misik, 197 Cal. App. 4th at 1072–73. Jolie asserts that Pitt “cannot

5 complain” because he likewise purchased his interest in Miraval through a single-purpose LLC

6 (i.e., Mondo). Demurrer at 22. That is a non sequitur. The injustice in Jolie’s sale to Stoli was

7 not that she held her interest in a single-purpose LLC (Nouvel). Rather, it was her leveraging of

8 Nouvel to circumvent Mondo’s contractual rights. That alone pleads alter ego liability. See Kohn

9 v. Kohn, 95 Cal. App. 2d 708, 719–20 (1950) (alter ego liability attached where defendant used

10 corporation as a “[s]ubertfuge . . . designed to circumvent [] agreement” with ex-wife); 9 Witkin,

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

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

13 IV. Mondo states an abuse-of-rights claim under Luxembourg law (Claim 5).
14 Under Luxembourg law, any “act [] which manifestly exceeds . . . the normal exercise of a

15 right,” violates Article 6-1 of the Luxembourg Civil Code. Decl. of Julia B. Cherlow, Ex. B. As

16 Plaintiffs’ Luxembourg law expert explains, the “essential feature” of such an “abuse of rights”

17 claim is compliance with the “apparent letter of the law,” but in an abusive way. Prüm Decl. ¶ 8.

18 That is exactly what happened here, for the reasons set forth above. See § III; Prüm Decl. ¶¶ 9–11.
19 Jolie does not dispute as much. Rather, Jolie claims immunity from Luxembourg law

20 because she “has not contractually agreed to be governed by [it].” Demurrer at 23. Jolie cites

21 Hurtado v. Superior Court, to argue that “California can only apply its own law.” 11 Cal. 3d 574,

22 581 (1974). But Hurtado explains in the very next sentence what that means: when conducting a

23 choice-of-law analysis, the court “does not choose between foreign law and its own law, but

24 selects the appropriate rule of decision for the forum to apply as its law to the case before it.” Id.

25 (emphasis added). Hurtado then clarifies that courts “generally” apply California law “unless a

26 party litigant timely invokes the law of a foreign state.” Id. (emphasis added).

27 Jolie also seizes on dicta in Washington Mutual Bank v. Superior Court, to assert that only

28 non-Californians may invoke foreign law. 24 Cal. 4th 906 (2001). But that case was addressing
-20-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 when California law may be applied on a class-wide basis despite the presence of non-resident

2 class members—a question implicating unique considerations of class certification and due

3 process. It was not purporting to overturn the oft-cited rule that “party litigant[s]” can “timely

4 invoke[] the law of a foreign state”—which Washington Mutual itself repeated. Id. at 919.

5 Through her shell entity, Jolie bought shares of a Luxembourgish entity, exercised control

6 over those shares, and purportedly sold them. ¶¶ 32, 43, 111. Luxembourg has a “strong interest”

7 in regulating such activities, Prüm Decl. ¶ 6, which would be impaired if California barred this

8 claim. See Offshore Rental Co. v. Cont’l Oil Co., 22 Cal. 3d 157, 166–67 (1978) (noting foreign

9 state’s “vital interest in promoting freedom of investment,” including as to foreign investors).

10 There is no reason Jolie’s sale should be outside the reach of Luxembourg statutory law. Prüm

11 Decl. ¶ 6 (Luxembourg law “applies equally to individuals and entities regardless of nationality.”).

12 V. Mondo states a claim for tortious interference with contract (Claim 6).
13 Mondo has adequately pleaded that Jolie tortiously interfered with its rights of first refusal

14 and consent under the Quimicum Articles. ¶¶ 191–97. To state this claim, a plaintiff must allege:

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

16 contract; (3) the defendant’s intentional acts designed to induce a breach or disruption of the

17 contract; (4) actual breach or disruption; and (5) resulting damage. Ixchel Pharma, LLC v.

18 Biogen, Inc., 9 Cal. 5th 1130, 1141 (2020).

19 Jolie’s only ground for demurrer is that element four—“actual breach or disruption”—is

20 not met. While there was a breach (see § III, above), this element (as Jolie acknowledges) is also

21 satisfied where the defendant disrupts the contract by making performance “more costly or more

22 burdensome.” Pac. Gas & Elec. Co. v. Bear Stearns & Co., 50 Cal. 3d 1118, 1129 (1990). Here,

23 at minimum, Mondo was robbed of a right of first refusal designed to “prevent the intrusion of an

24 uninvited outsider” into the family home and business. Oregon RSA, 840 F. Supp. at 775;

25 LiMandri v. Judkins, 52 Cal. App. 4th 326, 344 (1997) (disruption pleaded where defendant’s

26 conduct prevented honoring of contractual obligations); ¶¶ 43–46. Now, instead of being in a

27 family partnership, Plaintiffs are partnered with a global spirits conglomerate bent on dictating the

28 direction of the brand that Pitt so carefully built. See L1 Techs., Inc. v. Chekanov, 2023 WL
-21-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 5618942, at *5 (S.D. Cal. Aug. 30, 2023) (“disruption” pleaded where plaintiffs were “burdened

2 by the remedial measures they had to take to protect their contractual relationships”). Moreover,

3 the Complaint pleads in detail how Stoli has interfered with Quimicum’s governance since coming

4 on the scene. ¶¶ 122–27. As the right of first refusal was intended to prevent this exact

5 circumstance—i.e., conflicted management of the underlying business—element four is met.

6 VI. Plaintiffs state a claim for tortious interference with prospective

7 economic advantage (Claim 8).

8 To plead tortious interference with prospective economic advantage, a plaintiff must

9 allege: (1) an economic relationship between the plaintiff and a third party, with the probability of

10 future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship;

11 (3) intentional acts on the part of the defendant designed to disrupt the relationship; (4) actual

12 disruption; (5) economic harm proximately caused by the defendant; and (6) an independently

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

14 Here, Plaintiffs adequately plead this claim by alleging that they enjoyed economic

15 relationships with French business partners, centered around developing and operating Miraval as

16 a family-owned French wine brand, which were disrupted by Jolie’s purported sale of Nouvel to

17 the Stoli Group. Jolie makes many arguments to dismiss this claim, but each one fails.

18 First, Jolie is wrong that Plaintiffs have not pleaded an “existing economic relationship”

19 (i.e., element one). Demurrer at 25. The Complaint pleads (1) a decade-plus, family-centric

20 partnership between Pitt and Marc Perrin centered on Pitt’s image, ¶¶ 51–61, 68–76, and (2) an

21 endorsement agreement between Pitt and Miraval Provence, ¶¶ 71, 212. Jolie overlooks both.

22 Second, Jolie argues Plaintiffs fail to allege an independently wrongful act, such as a

23 violation of a “statutory . . . or other determinable legal standard.” Demurrer at 25. But, as set

24 forth above (see § IV), Plaintiffs pleaded that Jolie violated a Luxembourg statute. ¶ 216.

25 Third, Jolie claims Plaintiffs fail to plead “actual disruption” of Plaintiffs’ economic

26 relationships. Demurrer at 26. But as explained above, the Complaint pleads that Pitt personally

27 developed Miraval as a family-based French wine brand with his partner Perrin and that Pitt is

28 directly connected to that brand through his endorsements. ¶ 215. Jolie’s sale to Stoli, a massive
-22-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 and controversial spirits conglomerate—frequently boycotted for its ties to Russia, ¶ 140—has

2 disrupted Pitt and Perrin’s family-based strategy and partnership along with Pitt’s endorsement

3 deal, rendering them “more costly” and “burdensome” to perform. Pac. Gas, 50 Cal. 3d at 1129;

4 First Am. Cinema v. Chicken Soup for the Soul Ent., 2020 WL 5898973, at *4 (C.D. Cal. July 2,

5 2020) (disruption pleaded where purpose and profitability of contract was frustrated).

6 Fourth, Jolie argues that Plaintiffs fail to allege economic harm, because, she says, the

7 harm flows through Plaintiffs’ interest in Château Miraval (i.e., element five). Demurrer at 26.

8 Again, Jolie ignores that the Complaint pleads Pitt was harmed directly: Pitt personally developed

9 the family-based strategy with Perrin and personally endorses the brand at “below-market rates”—

10 his image is tied to the business. ¶ 215. That partnership and strategy has been frustrated, and Pitt

11 would have never agreed to tie his image to the brand in the context of a forced partnership with

12 Stoli. See ¶ 140; see also, e.g., Behr Process Corp. v. RPM Int’l, 2014 WL 12584385, at *2 (C.D.

13 Cal. May 20, 2014) (harm to “business reputation and goodwill” adequately pleaded damages).

14 VII. A constructive trust is an appropriate remedy.

15 Constructive trusts are intended to prevent unjust enrichment and “may be imposed in

16 practically any case where there is a wrongful acquisition or detention of property to which

17 another is entitled.” GHK Assocs. v. Mayer Grp., 224 Cal. App. 3d 856, 878 (1990). Plaintiffs

18 seek this remedy so that Jolie’s putative sale may be nullified or unwound and Plaintiffs’ rights
19 honored. While Nouvel’s shares need not necessarily revert to Jolie to honor those rights, it would

20 be premature to dismiss Jolie from this remedial count before Plaintiffs’ claims have been fully

21 adjudicated.

22 CONCLUSION
23 For the foregoing reasons, the Court should overrule Jolie’s demurrer in its entirety.

24 Alternatively, Plaintiffs respectfully request leave to amend. See Howard v. Cnty. of San Diego,

25 184 Cal. App. 4th 1422, 1428 (2010) (“The policy favoring amendment is so strong that it is a rare

26 case in which denial of leave to amend can be justified.”).

27 DATED: October 27, 2023 By:

28 John V. Berlinski
-23-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 WACHTELL, LIPTON, ROSEN & KATZ
Jonathan M. Moses (admitted pro hac vice)
2 Adam L. Goodman (admitted pro hac vice)
Remy Grosbard (admitted pro hac vice)
3 Jessica L. Allen (admitted pro hac vice)

4 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.
5 John V. Berlinski (State Bar No. 208537)
Julia B. Cherlow (State Bar No. 290538)
6
Attorneys for Plaintiffs
7 William B. Pitt and Mondo Bongo, LLC

10

11

12

13

14

15

16

17

18
19

20

21

22

23

24

25

26

27

28
-24-
OPPOSITION TO ANGELINA JOLIE’S DEMURRER TO
SECOND AMENDED COMPLAINT OF WILLIAM B. PITT AND MONDO BONGO, LLC
 1 PROOF OF SERVICE

2 William B. Pitt v. Angelina 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 October 27, 2023, I served the following document(s) described as OPPOSITION TO
7 ANGELINA JOLIE’S DEMURRER TO SECOND AMENDED COMPLAINT OF
8 WILLIAM B. PITT AND MONDO BONGO, LLC; MEMORANDUM OF POINTS AND
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
11 sent from e-mail address jkinsey@birdmarella.com to the persons at the e-mail addresses listed in
the Service List. I did not receive, within a reasonable time after the transmission, any electronic
12
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 October 27, 2023, at Los Angeles, California.

16
17
18 Jessica D. Kinsey
19
20
21
22
23
24
25
26
27
28
PROOF OF SERVICE
 1 SERVICE LIST
William B. Pitt v. Angelina 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 Blvd., Ste. 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-Defendants
8 Roland Venturini and Gary Bradbury

9 Joe Tuffaha Keith R. Hummel

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