GREENBERG TRAURIG, LLP

VINCENT H. CHIEFFO (SBN 49069)

E-Mail: Chief f oV@gtlaw.com
NINA D. BOYAJIAN (SBN 246415)
E-Mail: BoyajianN@gtlaw.corn
2450 Colorado Avenue, Suite 400E
Santa Monica, CA 90404-5524
Telephone: 310-586-7700
Facsimile: 310-586-7800
Attorneys for Plaintiffs John G. Branca and John
McClain, Special Administrators of the Estate of
Michael J. Jackson; Triumph International, Inc.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
JOHN G. BRANCA, Special
Administrator of the Estate of Michael J.
Jackson; JOHN MCCLAIN, Special
Administrator of the Estate of Michael J.
Jackson; TRIUMPH INTERNATIONAL,
INC., a California corporation,
Plaintiffs,
vs.
HEAL THE WORLD FOUNDATION, a
California corporation; UNITED FLEET,
a California corporation; and DOES 1-10,
inclusive,
Complaint Filed: September 29, 2009
Hon. Dolly M. Gee
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Defendants.
CASE NO. CV-09-07084 DMG (PLAx)
PLAINTIFFS' WITNESS STATEMENT
OF JOHN G. BRANCA
Trial Date:April 19, 2011
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Pursuant to Local Rule 43-1 and this Court's order, Plaintiffs submit the following
2 witness statement of John G. Branca.
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PLAINTIFFS' WITNESS STATEMENT OF JOHN G. BRANCA

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I, John G. Branca, submit the following as my direct testimony at the trial of this
3 matter.
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1 .I am an attorney at law admitted to practice in the State of California and am

5 a member of Ziffren Brittenham, LLP. In the probate proceeding styled In The Estate of
6Michael Joseph Jackson pending in the Superior Court of the State of California for the
7 County of Los Angeles, Case No. BP 1 1 7321 , I, and John McClain, have been appointed
8 as Co-Executors of the Estate of Michael Joseph Jackson (the "Estate"). Originally Mr.
9 McClain and I were appointed as co-special administrators and our appointment as co-
1 0 executors of the Estate became effective in November, 2009. I and Mr. McClain are
1 1 Plaintiffs in this action in our representative capacities as Co-Executors of the Estate.
1 2

2.Prior to serving as special administrator and then executor for the Estate, my
1 3 law firm represented Michael Joseph Jackson, and his owned and controlled companies
1 4 and business interests, at various times between 1 979 when I started to represent Mr.
1 5 Jackson, and early June, 2009 when I was again hired by Mr. Jackson.
1 6

3.
Mr. Jackson died unexpectedly June 25, 2009. He died testate with his will
1 7 dated in 2002 (the "Will"). Under the Will, Mr. McClain and I were named as co-
1 8 executors. The sole beneficiary of the will is the Jackson Family Trust (the "Jackson
1 9 Trust"). Mr. McClain and I are named as the sole Co-Trustees of the Jackson Trust.
20 After making a charitable donation of twenty percent, a portion of the balance of Mr.
21 Jackson's Estate is to be used to benefit Katherine Jackson, Mr. Jackson's mother, during
22 her lifetime, and the remainder is to benefit Mr. Jackson's three children: Prince Michael
23 Jackson, Jr., Paris Michael Katherine Jackson, and Prince Michael Joseph Jackson, II.
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4.Triumph International, Inc. ("Triumph"), also a Plaintiff in this action, was

25 incorporated in 1 984 and was wholly owned by Mr. Jackson during his life. Since his
26death, Triumph has been owned by the Estate and managed by me and Mr. McClain in
27 our representative capacities as Co-Executors of the Estate. The core business of
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Triumph is, and has always been, to own and exploit the trademarks related to Mr.
Jackson and his career.
5. The Estate owns Mr. Jackson's post-mortem right of publicity under
California law and the Estate has properly registered that ownership with the California
Secretary of State. Trial Exhibit 368 is a copy of that registration.
6. Prior to Mr. Jackson's death, he entered into a series of contracts with AEG
Live, LLC d/b/a Concerts West with respect to the creation of a live stage performance
by Mr. Jackson, and others, which was initially intended to be performed in the Fall of
2009 at the 02 Arena in London and potentially at other venues. The Jackson shows
ultimately became known as the "This Is It Tour." In connection with the agreement
with AEG Live, LLC, Mr. Jackson granted AEG the exclusive right to manufacture and
sell, or to license to others the right to manufacture and sell, mutually approved
merchandise to be sold at the venue for the This Is It Tour and on Mr. Jackson's official
website. It was agreed that merchandise could bear the name, likeness, or logos of Mr.
Jackson.
7. Operating under its agreement with Mr. Jackson, AEG engaged Bravado
International Group Merchandising Services, Inc. ("Bravado") to serve as the
merchandising company for the Jackson approved merchandise covered by AEG's
agreement with Mr. Jackson. In early June, 2009, Bravado representatives presented to
Mr. Jackson personally more than 300 Jackson branded merchandise designs for his
review and approval, as was required under the AEG agreement with Mr. Jackson. In
early June, 2009, Mr. Jackson personally approved about 295 of the Bravado designs that
had been submitted to him.
8. Mr. Jackson unexpectedly died on June 25, 2009, prior to completing the
rehearsals for the then planned This Is It Tour.
9. Shortly after being appointed as Co-Special Administrators of the Estate in
July, 2009, Mr. McClain and I, and our legal representatives and advisors, began to
negotiate an amendment to the agreement AEG had entered into with Bravado for the
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1 Jackson branded merchandise covered by Mr. Jackson's agreement with AEG. In

2 addition, we began to negotiate an independent merchandise agreement with Bravado for
3 Jackson branded merchandise items that were not included in Mr. Jackson's AEG
4 agreement. Ultimately, on August 21, 2009, the Probate Court approved the amendment
5 to the Bravado agreement with AEG regarding Jackson related merchandising and also
6 approved a new merchandise agreement with Bravado for additional Jackson branded
7 merchandise items. Since approval of those agreements, Bravado has served as the
8 exclusive merchandising company for the Estate and for Triumph with respect to the
9 Jackson branded merchandise items covered by those two agreements.
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10. At no time has the Estate ever granted any Jackson merchandising rights, or
11 Jackson trademark rights, or Jackson name and likeness rights to any Defendant in this
12 action or to Melissa Johnson.
13

11. On or about August 7, 2009, I received certain documents from Edward

14 O'Connor written on behalf of the Defendants herein, asserting a claim that the
15 Defendants, and not the Estate nor Triumph, owned certain trademarks directly related to
16 Mr. Jackson including MJ. The documents provided to me by Mr. O'Connor are set forth
17 in Trial Exhibit 53. Mr. O'Connor provided his demand to the Estate at or about the time
18 it became publicly known that the Estate was proposing to enter into the merchandising
19 agreements with Bravado that I mentioned earlier. I viewed Mr. O'Connor's letter as an
20 effort by the Defendants in this case to interfere wrongfully with very material and
21 significant business agreements and business opportunities that the Estate desired to enter
22 into for the economic benefit of the Estate's ultimate beneficiaries, charities benefitting
23 children, Mrs. Katherine Jackson, and Mr. Jackson's three children. I also believed that
24 Defendants' and Ms. Johnson's efforts in this regard were directly contrary to the wishes
25 of Michael Jackson expressed in the Will and the Jackson Trust. I requested that Jeffrey
26 Smith of the Greenberg Traurig LLP law firm respond directly to Mr. O'Connor's
27 August 7, 2009 letter.
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1 1 2. Mr. Smith discussed directly with Mr. O'Connor the Defendants' trademark
2 ownership claims he had asserted against the interests of the Estate and advised Mr.
3 O'Connor that the Estate disagreed with the claim, and that the Estate and/or Triumph
4 were the sole owners of all trademarks related to Mr. Jackson and of all of Mr. Jackson's
5 post-mortem right of publicity under California law.
61 3. At or about this time, the Estate also began to investigate the activities of
7 Defendants, including, their public statements on Defendants' websites and particularly
8 the public statements of Melissa Johnson, and the numerous trademark applications filed
9 on behalf of Defendants claiming trademarks in names and logos directly related to
1 0 Michael Jackson, all to the damage of the Estate.
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1 4. Ultimately, because Defendants, and Ms. Johnson who controlled the
1 2 Defendants, refused to cease their activities that were injuring the Estate, Mr. McClain
1 3 and I authorized the filing of the current action against the Defendants in an effort to
1 4 obtain a permanent injunction prohibiting their efforts to exploit intellectual property of
1 5 Mr. Jackson and Mr. Jackson's name and likeness that was causing irreparable damage,
1 6 and threatening to continue to cause, irreparable damage to the Estate.
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1 5. Mr. McClain and I had previously instructed attorneys for the Estate to
1 8 continue all efforts throughout the world to secure and protect all intellectual property of
1 9 the Estate, including copyrights, trademarks, and Mr. Jackson's right of publicity, by all
20 means reasonably necessary. Since July, 2009, the Estate has actively enforced all
21 intellectual property rights of the Estate, including trademarks, copyrights, and right of
22 publicity, throughout the United States, and numerous foreign countries and jurisdictions,
23 including Japan, the European Union, Germany, United Kingdom, Switzerland, Spain,
24 France, Brazil, Canada, South Korea, Argentina, Nigeria, Mexico, Turkey, and Brazil.
25 These efforts to secure, preserve and protect all intellectual property of the Estate and all
26 of Mr. Jackson's post-mortem right of publicity continues unabated and has created
27 significant value to the Estate.
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1 1 6. In addition to protecting and enforcing the intellectual property rights and

2 right of publicity of the Estate, the Estate has created, licensed and exploited
3 commercially those rights, some of which are mentioned in this paragraph. The Estate
4 created the critically acclaimed, commercially record setting theatrical motion picture
5 "Michael Jackson's This Is It," released in October, 2009, and based on Mr. Jackson's
6 footage of the "This Is It Tour" rehearsals, auditions, and development. A new
7 agreement was entered into by the Estate with respect to distribution rights to Mr.
8 Jackson's previously released musical recordings and videos and for the creation and
9 distribution of previously unreleased Jackson recordings. The Estate has joined with
1 0 Cirque du Soleil in a collaboration to create what is known as "Michael Jackson: The
1 1 Immortal World Tour" which planned to be a 90 minute $57 million touring production.
1 2 The Estate and Cirque du Soleil will also collaborate on a permanent Michael Jackson
1 3 show to reside in Las Vegas. I have already mentioned the Jackson merchandising
1 4 agreements with Bravado in paragraph 9 above.
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1 7. As a result of the Estate's protection of existing, and creation of new,
1 6 Jackson intellectual property, including trademarks, copyrights, and right of publicity,
1 7 and as a result of the agreements entered into by the Estate and approved by the Probate
1 8 Court, during the period June 26, 2009 through October 31 , 201 0, the Estate received
1 9 over $265,000,000 in revenues from the commercial exploitation of these rights. This
20 financial information is set forth on the Estate's First Account Current for the 1 6 month
21 period June 26, 2009 through October 31 , 201 0 and that First Account Current has been
22 publically reported to, and filed with, the Probate Court in February of this year.
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1 8. I understand that Brian Oxman claims to have represented Mr. Jackson on
24 certain matters from May, 2004 through approximately late 2007. Mr. Oxman is now
25 representing Mr. Jackson's father, Joseph Jackson, in connection with claims made by
26 Joseph Jackson in the Estate Probate proceedings. Mr. Oxman filed on behalf of Joseph
27 Jackson, a petition to compel the Estate to pay Mr. Joseph Jackson a "family allowance"
28 even though Mr. Joseph Jackson is not named as a direct or indirect beneficiary of his
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1 son's Will or of the Jackson Trust. Mr. Joseph Jackson has since dismissed his request
2 for a family allowance. Additionally, Mr. Oxman filed on behalf of Mr. Joseph Jackson
3 a proceeding that sought to challenge my and Mr. McClain's qualifications to serve as
4 Co-Executors of the Estate and, which ultimately sought to have Mr. McClain and me
5 removed as Co-Executors. The Probate Court, Judge Beckloff presiding, dismissed
6 Joseph Jackson's challenges filed by Mr. Oxman on the basis that Joseph Jackson had no
7 standing to raise those claims. In the fall of 2010, Mr. Oxman's appeal on behalf of Mr.
8 Joseph Jackson from that adverse ruling was rejected by the Court of Appeal. Mr.
9 Oxman's request for California Supreme Court review of the Court of Appeal decision
10 was denied.
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19. Howard Mann is an individual who has, I have been informed, entered into
12 several agreements with the Defendants in this case. After Mr. Jackson's death, Mr.
13 Mann and a company with whom he is affiliated and which he appears to control,
14 claimed to own certain Michael Jackson intellectual property rights and right of publicity
15 and has attempted to exploit such claimed rights. The Estate disputes that Mr. Mann
16 and/or his affiliated or controlled company have any such Jackson related rights and the
17 Estate has commenced an action against Mr. Mann which is captioned John Branca and
18 John McClain, Executors of the Estate of Michael J. Jackson, et al v. Howard Mann, et
19 al. United States District Court for the Central District of California, Case No. CV-11-
20 584 DDP and a copy of the complaint in that action is Trial Exhibit 358. On one
21 occasion of which I am aware, Mr. Mann advertised and promoted a commercial event in
22 Beverly Hills using a poster or flyer with the image of Michael Jackson (which the Estate
23 had not authorized), and stating that a portion of the proceeds from that commercial event
24 would benefit the Defendant Heal The World Foundation. That poster/flyer is Trial
25 Exhibit 373.
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20. I understand that Ms. Johnson has repeated Mr. Mann's false claims that the
27 Estate has not properly cared for Mrs. Jackson or Mr. Jackson's children. While this
28 assertion does not have any relevance, I do want to state on my and Mr. McClain's behalf
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that it is false. As shown on the Estate's First Account Current for the 16 month period
June 26, 2009 through October 31, 2010, the Estate has distributed to and/or paid for the
benefit of Mrs. Katherine Jackson and Mr. Jackson's three minor children more than $9
million.
21. I understand that Melissa Johnson claims that in the fall of 2010 she
"revived" the then suspended Heal The World Foundation that Mr. Jackson had caused to
be incorporated in California in 1991. I further understand (a) that in September, 2010,
Ms. Johnson claimed to be a director of the so-called "revived" Heal The World
9 Foundation that Mr. Jackson had caused to be incorporated in California in 1991; (b) that
10 Ms. Johnson claims to have merged her Heal The World Foundation she incorporated in
11 California in 2008 into the so-called "revived" Heal The World Foundation that Mr.
12 Jackson had caused to be incorporated in California in 1991; and (c) that Ms. Johnson
13 claims that the 1991 company is the "surviving" corporation in that so-called merger. As
14 a result of documents that I understand Ms. Johnson had filed with the California
15 Secretary of State, the official corporate records of the California Secretary of State now
16 incorrectly state these facts. At no time did I and/or Mr. McClain as Mr. Jackson's
17 personal representatives and Executors of his Estate ever authorize, approve or ratify in
18 any way Ms. Johnson's purported actions (or any other actions whatsoever) on behalf of
19 the Heal The World Foundation that Mr. Jackson had caused to be incorporated in
20 California in 1991.
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22. As noted above, Mr. Jackson's Trust embodies his last charitable request.
22 Mr. Jackson had been known throughout the world during his life, and quite correctly, to
23 be an extraordinary charitable man. Mr. McClain and I intend to honor as best as
24 possible Mr. Jackson's last charitable bequest as provided in the Jackson Trust in a
25 manner that will reinforce, enhance and emphasize Mr. Jackson's reputation and
26 memory. Mr. Jackson's last charitable bequest should be as great a memorial and
27 testimony to his achievements and to him as is his incredible body of creative work that
28 he has left behind. There has not yet been any final decision made as to the manner in
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which Mr. Jackson's last charitable gift will be carried out. However, it would cause Mr.
Jackson's final charitable gift, and likely the public memory of Mr. Jackson's
philanthropic career, irreparable harm if our efforts in this regard are allowed to be
confused, diluted, and perhaps even sullied by the acts of Defendants and Ms. Johnson
and by their continuing claims to be acting in accordance with Mr. Jackson's wishes and
to be running the Heal The World Foundation founded by Mr. Jackson. Without a
permanent injunction prohibiting the use of "Heal The World Foundation" as well as the
rest of the Jackson intellectual property involved in this lawsuit, I believe that Ms.
Johnson will continue her unauthorized and misguided efforts to claim that the Defendant
"Heal The World Foundation," run by Ms. Johnson, is "in fact" the Heal The World
Foundation founded by Mr. Jackson in 1991 (as is clearly demonstrated by her
willingness to make unauthorized filings with the Secretary of State and her exploitation
of the grief and loss suffered by Mr. Jackson's mother and children). A cursory review
of, among other things, Ms. Johnson's educational and employment background, her
obsessive and bizarre behavior since 2001, her claims that in 1993 an "angel" or a
"spirit" told her that she was "destined" to work with Mr. Jackson and disclosed
encyclopedias of "initiatives" for the Heal The World Foundation, the utterly grandiose
and unworkable "initiatives" Ms. Johnson had for many years tried to get Mr. Jackson to
read, Ms. Johnson's distain for anyone that does not agree with her demands, and Ms.
Johnson's willingness to engage in "questionable" practices in her years of obsessive
enthusiasm for her Michael Jackson fantasy demonstrate that this is not a person that I or
Mr. McClain would ever want (or would ever allow) to "represent" Mr. Jackson's
charitable legacy in any way.
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anca
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I declare under penalty of perjury that the foregoing is rue aid correct. Executed
2 at Los Angeles, California on April 8, 201 1 .
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Dated: April 8, 201 1 GREENBERG TRAURIG, LLP
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By: /S/ VINCENT H. CHIEFFO
VINCENT H. CHIEFFO
Attorneys for Plaintiffs John G. Branca and John
McClain, Special Administrators of the Estate of
Michael J. Jackson; Triumph International, Inc.
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