1 BINGHAM MCCUTCHEN LLP

Daniel Alberstone (SBN 105275)

2 Roland Tellis (SBN 186269) CONFORMED COpy
Sara Jasper Epstein (SBN 240577) OF ORIGINAL FILED
.3 The Water Garden L,,, <\n~elcs Superior Court
FOUlih Floor, North Tower
4 1620 26th Street
Santa Monica, CA 90404-4060 /-Irr\ 062009
5 Telephone: 310.907.1000
Facsimile: .310.907.2000
6 Email: dan.alberstone@bingham.com
roland.tellis@bingham.com
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Attorneys for Defendant
8 Screen Actors Guild

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SUPERlOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES CENTRAL DISTRlCT
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Alan Rosenberg, et aI., No. BC406900
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Plaintiffs, [Assigned to Hon. Judith C. Chirlin,
14 v. Dept 19]

15 Adam Arkin, et aI., DEFENDANT SCREEN ACTORS

GUILD'S ANSWER TO
16 Defendants. PLAINTIFFS' UNVERIFIED FIRST
AMENDED COMPLAINT
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18 Complaint Filed: February 3, 2009

Trial Date: None set
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DOCUMENT PREPARED ON RECYCLED PAPER

DEFENDANT SCREEN ACTORS GUILD'S ANSWER

TO PLAINTIFF'S UNVERIFIED FIRST AMENDED COMPLAINT
• ,"" .. " .. ., ..... '" "''''''''0 1f\ """"',]"7'1f'l"
 I Defendant Screen Actors Guild ("SAG"), answering for itself and not on behalf of

2 any other defendant, hereby answers the unverified First Amended Complaint ("FAC") of
3 plaintiffs Alan Rosenberg, Anne-Marie Johnson, Diane Ladd and Kent McCord (collectively,

4 "Plaintiffs") as follows:

5 GENERAL DENIAL

6 L Pursuant to California Code of Civil Procedure Section 431.30(d), SAG denies

7 generally and specifically each and every allegation of the FAC, and further denies that Plaintiffs
8 have suffered any damage or injury or that Plaintiffs are entitled to any relief

9 As separate affirmative defenses, SAG alleges as follows:

10 AFFIRMATIVE DEFENSES

II FIRST AFFIRMATIVE DEFENSE

12 (Failure to State a Claim)

13 2. The FAC fails to state facts sufficient to constitute a cause of action against

14 SAG

15 SECOND AFFIRMATIVE DEFENSE

16 (Lawful Conduct)

17 3. At all times pertinent to this action, SAG acted lawfully, including with respect

18 to the statutes and provisions of SAG's Bylaws that are cited in the FAC.

19 THIRD AFFIRMATIVE DEFENSE

20 (Mootness)

21 4. The FAC is barred in whole or in part by the doctrine ofmootness. Plaintiffs'

22 two causes of action purport to challenge the validity of a written assent approved by a majority

23 of SAG's Board of Directors (the "Board") on January 26, 2009 (the "Written Assent").

24 However, on February 8, 2009, the same acts previously passed by the Written Assent were

25 lawfully reaffirmed and readopted by a majority of the Board at a duly noticed meeting. As

26 such, the FAC has been rendered legally moot by subsequent events.

27 III

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DOCUMENT PREPARED ON RECYCLED PAPER

DEFENDANT SCREEN ACTORS GUILD'S ANSWER

TO PLAINTIFF'S UNVERIFIED FIRST AMENDED COMPLAINT
A ''''''''"'"10'1: 1I'H'l"OQH\ .nonnl1.i'H"I,f
 FOURTH AFFIRMATIVE DEFENSE

2 (Advisory Opinion)

3 5. The FAC is barred in whole or in part because it impemrissibly seeks an

4 advisory opinion from this Court. Plaintiffs' two causes of action purport to challenge the

5 validity of the Written Assent dated January 26, 2009. However, on February 8, 2009, the same

6 acts previously passed by the Written Assent were lawfully reaffirmed and readopted by a

7 majority of the Board at a duly noticed meeting. Because there is no longer any judiciable

8 controversy between the parties that is capable of specific relief, the FAC seeks nothing more

9 than an academic and hypothetical decision.

10 FIFTH AFFIRMATIVE DEFENSE

II (Judicial Abstention)

12 6. The FAC is barred in its entirety by the doctrine ofjudicial abstention, which

13 provides that Courts shall not interfere in the internal disputes of unions and other voluntary

14 associations.

15 SIXTH AFFIRMATIVE DEFENSE

16 (Preemption)

17 7 The Court lacksjurisdiction over the subject matter of the causes of action

18 alleged by Plaintiffs, which are preempted in whole or in part by the Labor Management

19 Reporting and Disclosure Act, 29 US.C §§ 401 et seq.

20 SEVENTH AFFIRMATIVE DEFENSE

21 (Failure to Comply with Pre-Filing Requirements of Code of Civil Procedure § 425.15)

22 8. No relief may be obtained under the FAC by reason of Plaintiffs' failure to

23 comply with Section 425.15 of the Code of Civil Procedure.

24 EIGHTH AFFIRMATIVE DEFENSE

25 (Unclean Hands)

26 9. By reason of their wrongful and unfair acts and omissions, Plaintiffs have

27 unclean hands and are barred from asserting any of the claims asserted in the FAG

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DOCUMENT PREPARED ON RECYCLED PAPER
2
DEFENDANT SCREEN ACTORS GUILD'S ANSWER
• '''·'''''''''n.,r
TO PLAINTIFF'S
"'''''''0 ,n nr.nl1'}'}.,'lt'l"
UNVERIFIED FIRST AMENDED COMPLAINT
 1 NINTH AFFIRMATIVE DEFENSE

2 (Waiver)

3 10. By reason of their acts, representations and omissions, including but not limited

4 to Plaintiffs' own use of SAG's longstanding majority-vote written assent procedure, Plaintiffs

5 have waived any right to relief from SAG.

6 TENTH AFI1IRMATIVE DEFENSE

7 (Estoppel)

8 11. By reason of their conduct, including but not limited to Plaintiffs' own use of

9 SAG's longstanding majority-vote written assent procedure, Plaintiffs are estopped from seeking

10 or obtaining any relief from SAG.

11 ELEVENTH AFFIRMATIVE DEFENSE

12 (Unconstitutional Interference With Freedom of Speech)

13 12. The relief sought by Plaintiffs interferes with SAG's rights of free speech and

14 free association under the United States and California Constitutions.

15 TWELFTH AFFIRMATIVE DEFENSE

16 (Interference With Right to Union Self-Governance)

17 13. The relief sought by Plaintiffs interferes with SAG's right to union self-

18 governance under applicable law and SAG's Constitution and Bylaws.

19 THIRTEENTH AFFIRMATIVE DEFENSE

20 (Anti-SLAPP Violation)

21 14. The FAC arises from SAG's acts in furtherance of its right of petition or free

22 speech under the United States or California Constitution in connection with a public issue, and

23 thus violates Section 425.16 of the Code of Civil Procedure

24 FOURTEENTH AFFIRMATIVE DEFENSE

25 (Justification)

26 15. By statute, law and SAG's Constitution and Bylaws, SAG wasjustified in the

27 acts and omissions alleged in the FAC Accordingly, SAG cannot be liable for Plaintiffs' alleged

28 harm, if any there be.

DOCUMENT PREPARED ON RECYCLED PAPER
3
DEFENDANT SCREEN ACTORS GUILD'S ANSWER
AI"'l'lO'nO-'C
TO PLAINTIFF'S
I l':I(\fKHI In nnflrl1'1i1.nA
UNVERIFIED FIRST AMENDED COMPLAINT
 FIFTEENTH AFFIRMATIVE DEFENSE

2 (Failure to Do Equity)

3 16. No relief may be obtained under the FAC by reason of Plaintiffs' failure to do

4 equity in the matters alleged in the FAC.

5 RESERVATION

6 17. SAG reserves the right to plead further answers, additional defenses, and/or

7 cross claims, third party claims or other claims as investigation and discovery may walTan!

8 WHEREFORE, SAG prays for judgment as follows:

9 L That Plaintiffs take nothing by their FAC;

10 2. That the FAC be dismissed with prejudice;

1I 3. For costs of suit; and

12 4. For general relief

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I5 DATED: April 6, 2009 Bingham McCutchen LLP

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18 Roland Tellis
Attorneys for Defendant
19 Screen Actors Guild
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DOCUMENT PREPARED ON RECYCLED PAPER
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DEFENDANT SCREEN ACTORS GUILD'S ANSWER
TO PLAINTIFF'S UNVERIFIED FIRST AMENDED COMPLAINT
An'JO..,.'Hl'" I I1nnORlfUlf\n01.1.TH'ld
 1 PROOF OF SERVICE

2 I am a resident of the State of California, over the age of eighteen years, and not a
party to the within action. My business address is Bingham McCutchen LLP, The Water Garden,
3 1620 26th Street, Fourth Floor, North Tower, Santa Monica, California 90404-4060. On April 6,
2009, I served a true copy ofthe within documents:
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DEFENDANT SCREEN ACTORS GUILD'S ANSWER TO
5 PLAINTIFF'S UNVERIFIED FIRST AMENDED COMPLAINT
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x by placing the document(s) listed above in a sealed envelope with postage thereon
fully prepaid, in the United States mail at Santa Monica, California, addressed as
7 set forth below.
8 by personally delivering the document(s) listed above to the person(s) at the
addressees) set forth below.
9 by placing the document(s) listed above in a sealed envelope, with the overnight
delivery charge prepaid, addressed as set forth below, and deposited in a box or
10 facility regularly maintained by the overnight delivery service carrier, Federal
Express.
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by emailing a pdf of the document to Plaintiff's counsel at the email address set
12 forth below.

13 Eric M. George Vincent F. Pitta

Sonia Y. Lee Barry N. Saltzman
14 Keith Wesley PITTA & GIBLIN LLP
BROWNE WOODS GEORGE LLP 499 Park Avenue
15 2121 Avenue of the Stars, 24th Floor New York, NY 10022
Los Angeles, CA 90067
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17 I am readily familiar with the firm's practice of collection and processing

correspondence for mailing. Under that practice it would be deposited with the U.S. Postal
18 Service on that same day with postage thereon fully prepaid in the ordinary course of business. I
am aware that on motion of the party served, service is presumed invalid if postal cancellation
19 date or postage meter date is more than one day after date of deposit for mailing in affidavit.
20 I declare under penalty of perjury under the laws of the State of California that the
above is true and correct.
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22 Executed on April 6, 2009.

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BINGHAM
MCCUTCHEN PROOF OF SERVICE
LLP

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