Redstone PDF

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CONFORMED COPY
ORIGINAL FILED
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Superior Cotut ot California

County of Los Angeles
Mark Holscher (SBN 139582)

mark.holscher@kirkland.com
Sierra Elizabeth (SBN 268133)
sierra. elizabeth@kirkland. com
KIRKLAND & ELLIS LLP
333 South Hope Street
Los Angeles, California 90071
Telephone: (213) 680-8400
Facsimile:
(213) 680-8500
DEC 12,2016
Sherri R. Carter, Executive Officer/Clerk
By Victor Sino-Cruz, Deputy
Counsel for Defendant

SYDNEY HOLLAND
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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FOR THE COUNTY OF LOS ANGELES
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SUMNER M. REDSTONE,
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Case No. BC638054
Plaintiff,
SYDNEY HOLLANDS ANSWER TO
PLAINTIFF SUMNER M. REDSTONES
COMPLAINT
vs.
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MANUELA HERZER, SYDNEY

HOLLAND; and DOES 1-10, inclusive,
Complaint Filed: October 25, 2016
Defendants.
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DEFENDANT SYDNEY HOLLANDS ANSWER
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Defendant SYDNEY HOLLAND (Sydney), through her attorneys, hereby answers Plaintiffs
unverified Complaint (Complaint), as follows:
GENERAL DENIAL
In accordance with the provisions of Code of Civil Procedure 431.10(d), Sydney denies,
generally and specifically, each and every allegation, statement, matter and purported cause of action
contained in the Complaint.
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***
For five years, Sydney and Plaintiff Sumner Redstone (Redstone) enjoyed a loving, romantic
relationship. Their courtship began in the fall of 2010, when Redstone hired Patti Stanger, The
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Millionaire Matchmaker to find him a girlfriend who was not only young and beautiful, but also
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intelligent, funny, and who shared Redstones Jewish faith.
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Patti knew Sydney was the perfect match, and contacted her right away.
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Almost immediately, the pair hit it off. They took long drives down the Malibu coast, listening
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to Tony Bennett and Frank Sinatra. They went to restaurants and shared Redstones favorite dessert,
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chocolate mousse. They watched movies and baseball. They attended charity events, movie premieres,
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and parties thrown on Redstones behalf. Before they knew it, they were spending nearly every waking
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moment with each other.
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By 2011, Redstone proposed to Sydney with a beautiful 9 carat yellow canary engagement ring,
and asked her to move in with him.
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She happily accepted.
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While Redstone often showed his affection by showering Sydney with jewelry, artwork, and
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cash gifts, he also frequently surprised her with beautiful red roses and orchids, or thoughtful notes:
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He listened to her and mentored her. He helped Sydney conceive her daughter, and was by
Sydneys side when her daughter was born in their home. He repeatedly told Sydney that he wanted to
spend the rest of his life with her and that he wanted to adopt her daughter. He added her daughter to his
Will. He assured her that he would take care of them for the rest of their lives. They were, by all
accounts, a close family unit.
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While Sydney could not match Redstones financial generosity, her love was no less deep, and
they enjoyed a mutually beneficial union through their love, support, and care for one another.
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A.
As Redstones primary companion, Sydney took on all the duties of a fiance and eventual wife.
Sydney took on all the duties of a fiance and eventual wife
She scheduled all his medical, dental, and therapy appointments and Redstone designated her as his
agent in his advance health care directive. When he wasnt feeling well, she was up with him during the
night:
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She added a much-needed womans touch to the home they now shared by decorating and
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reorganizing the furniture. She hosted Sunday movie days and arranged home-visits with long-time
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friends and guestsincluding well-known figures like Charlie Rose, Sherry Lansing, and Mike Milken.
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She also coordinated Redstones visits and meetings with Redstones business associates,
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Phillipe Dauman, Lesile Moonves, Carl Folta, George Abrams, Ace Greenberg, Tom Dooley, Steven
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Sweetwood, Brad Gray, Leonard Goldberg, Arnold Kopelson, and Robert Evans. Sydney scheduled
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Redstones appearances at shareholder meetings, as well as on earnings calls, for Viacom and CBS. She
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even helped Redstone organize a meeting of the entire board at their home in March 2013.
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Throughout their entire relationship, Redstone remained very active in the business activities of
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Viacom and CBS. He continued in his role as Executive Chairman of CBS and Executive Chairman and
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founder of Viacom. Numerous Securities and Exchange Commissions (SEC) filings reflect
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Redstones active and effective involvement in these complex business affairs:
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In an August 2, 2012 filing, Redstone stated: CBSs content continues to fuel the success of
this great company. In a world where great programming commands premium pricing, we
continue to hit on all the cylinders. I am extremely pleased with our terrific second-quarter
results.
In a May 1, 2013 CBS filing, Redstone stated: CBS has started the year with a terrific first
quarter. Our premium content and multiplatform distribution strategy are leading to results
that are better than ever.
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Just days before Redstones large cash gift to Sydney, in a May 8, 2014 filing, Redstone
stated: Im more excited than ever about the growth prospects before us and about all that
Leslie [Moonves] and his team are achieving quarter after quarter.
Less than a month after Redstones gift, another filing confirmed his active role in his
businesses: CBSs strategy of producing premium content across its businesses and all
around the world is the cornerstone of our continued success.
In fact, during the time he was with Sydney, Redstones contribution to his companies was
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recognized and rewarded by the boards. Redstones annual CBS salary increased over $100,000
between 2010 and 2012 based on the Compensation Committees evaluation of Mr. Redstones
performance, salary history and appropriate pay levels compared to our other senior executives. His
annual salary at Viacom increased a quarter of a million dollars beginning on January 1, 2014.
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After conducting a performance based evaluation, the Compensation Committee rewarded
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Redstone with a bonus above and beyond his projected bonus each year he was with Sydney. In 2011,
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his target bonus was $5 million but he received double that amount for his continued [oversight] of the
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Board of Directors where [u]nder his guidance, [CBS] had record-breaking results in key metrics,
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strengthened its financial position, and executed strategies to create and deliver value to its shareholders
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and to position [CBS] for long-term success. In 2012, Redstone also received a $10 million bonus,
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again doubling the target. The same in 2013. In 2014, Redstone was rewarded with $4 million over and
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above his $5 million target bonus. At Viacom, Redstones target bonus increased from $6 million to
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$7.15 million in 2014, but each year he received well above that amount for his [oversight of] the
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activities of the Board of Directors where [u]nder his leadership and vision, [Viacom] enhanced its
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financial position and continued to strengthen its overall business.
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Even when Redstones health began to decline, Sydney did everything she could to fulfill
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Redstones wish to live as long as humanly possible. She remained by Redstones side through every
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appointment and hospital visit. She hired an additional team of skilled nurses, doctors, and other care-
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givers who could provide 24-hour care. For example, when Redstones former primary care physician
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was unable to commit the significant additional time needed to care for Redstone, Sydneyon
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recommendation from Redstones close friend Mike Milkenhired a new primary care physician, Dr.
Gold, who remains Redstones trusted physician to this day. Sydney spoke with Dr. Gold about
Redstones care weekly. Dr. Gold closely observed Sydney with Redstone and saw that she was very
attentive to Redstones health care. Dr. Gold knew that without Sydney, Redstone would not be alive to
this day.
Sydney also welcomed Manuela Herzer (Herzer) into her home to help with Redstones health
care. Herzer was a close longtime friend and ex-girlfriend of Redstones and she cared for Redstone
deeply. Both Sydney and Herzer did everything they could to make sure that Redstone lived as
comfortable as possible and remained mentally active and vibrant, as reflected in the sworn declaration
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of Redstones granddaughter, Keryn Redstone:
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Reflecting Redstones love and gratitude for Sydney, Redstone added Sydney to his estate plan
bequeathing her a portion of his estate, amending his 2003 Trust to ensure that she could remain in their
home after his death, and giving her custody of his dogs, Sugar and Butterfly. He also told his estate
planning attorney, David Andelman (Andelman) that he wanted to marry Sydney and adopt her
daughter. Redstone shared the following letter with Sydney to keep her up to date on the process:
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Redstones generosity to Sydney was in stark contrast to his continued refusal to recognize any
member of his family in any version of his personal trust.
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B.
It was no secret, that long before Sydney met Redstone, the Redstone family was wrought with
Sydney tries to rebuild Redstones relationship with his daughter Shari Redstone
conflict. Indeed, in 2007, Redstone made clear to the boards of both Viacom and CBS that his daughter
Shari Redstone (Shari) should not succeed him after his death. In 2014, while he was dating Sydney,
he reaffirmed his wishes and provided Sydney with a copy of the following letter so that she could
ensure his wishes were carried out after his death:
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Redstone also frequently expressed his fundamental disagreements with Shari publically:
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Nevertheless, when Sydney entered Redstones life, she worked hard to try to bring the feuding
family together. Indeed, in the first few years of Sydney and Redstones relationship, Sydney had good
relationships with nearly all of Redstones family. Sydney communicated with the family frequently,
and arranged visits and calls from Shari, her children, Brandon Korff, Tyler Korff, and Kimberlee
Ostheimer, and Redstones great-grandchildren. The security guest log, which was routinely provided to
Sydney, indicates at least 16 visits from Shari during 2012-2014, which Sydney helped facilitate:
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She also invited Shari and her children to gatherings at the house, including Redstones 90th
birthday party which Sydney planned and threw for Redstone.
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And since Shari knew that she had to accept Sydney to have a relationship with her father, the
two had a very cordial relationship and frequently expressed kind sentiments to one another:
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C.
But Redstone did not trust Shari. Redstone knew that Sydney provided him with unconditional
Nevertheless, Redstone tries to protect Sydney from Shari
love, companionship, comfort, care, assistance, protection, affection, society, and moral support
throughout their relationship. In turn, he wanted to protect her, as any good partner would. As his
relationship with Sydney progressed, Redstone became fearful that Sydneys share in Redstones will or
the gifts that he had given her throughout their relationship, might be diluted or eliminated by litigation
from his family, especially Shari, after his death. Both Redstone and Sydney sensed an increasing
hostility and jealousy from Shari shortly after Sydneys daughter was born, whom she inevitably saw as
an additional threat to her eventual multibillion-dollar empire. Shari watched with her very own eyes,
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her fathers growing bond with Sydney and her daughter. She saw what was becoming a tight family
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bond that she always wished for.
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In fact, Sharis hostility and jealousy boiled over in the summer of 2014, when she hired legal
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counsel and threatened to sue Sydney and Herzer for undue influence over Redstone. Thus, to further
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protect Sydney, and the financial gifts that he had given her, Redstone hired four different legal teams to
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protect the women he cared about most. The additional teams worked alongside Redstones attorneys,
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Andelman and Leah Bishop (Bishop) to ensure that Redstones bequests to Sydney were iron-clad and
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could not be later challenged by Shari. Indeed, Redstone safeguarded his gifts and bequests by
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obtaining certificates of independent approval by independent legal counsel and Redstones physicians
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each time he amended his estate plan to confirm and document his capacity. Redstone also asked Shari
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to sign a letter releasing any potential legal claims she had against Sydney. It was so important to
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Redstone that he promised to exclude Shari from his funeral if she refused to agree to release any
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potential claims she had against Sydney:
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But Shari didnt care. Although she knew that all her father wanted was to give him and Sydney
peace of mind, she coldly refused. Shari was prepared to jeopardize going to her own fathers funeral so
that she could seek to later pursue a vendetta against Sydney despite the fact that Redstones gifts to
Sydney were made with stringent review and approval by Redstones counsel while he was the vibrant
Chairman of Viacom and CBS.
D.
Redstone gave money and gifts to many other women

Of course, Sydney and Herzer were not the only beneficiaries of Redstones
overwhelming generosity. During the time that Sydney and Herzer lived with Redstone, he was worth
over $6 billion and receiving millions of dollars in annual compensation and bonuses as Executive
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Chairman of CBS and Viacom. He lived his life as he wanted, despite what others thought, said, or
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found to be acceptable. Sydney learned early on the cardinal rule about life in the Redstone universe: it
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was his way or the highway. Redstone wanted her attention solely on him, even though he was not
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willing to give the same. Redstone was extremely generous, not just to Sydney and Herzer, but to many
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others, and he always gave of his own free-will. Redstone was strong-willed and did what he wanted
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when he gave gifts to Sydney. Those closest to him observed that he was mentally sharp at the time he
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gave the gifts. His house managers even stated so in sworn declarations:
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Over the five-year period that they were together, Redstone only gifted Sydney approximately
1.5% of his net worth; monies which were approved by Redstones attorneys and witnessed by
Redstones advisors, physicians, friends, and staff including Redstones house managers, Carlos and
Aurora Martinez. In fact, even Leslie MoonvesRedstones close friend and CBS Chief Executive
Officerknew about Redstones largest monetary gift to Sydney, on May 20, 2014. In contrast,
Redstone gave tens of millions of dollars to various other womenwho he had no intention of marrying
and was not in love withat the time he was engaged to marry Sydney. Women who did nothing more
than provide sexual favors.
Now, as a result of this lawsuit, the lurid nature of these relationships and the significant amounts
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of money that Redstone paid to these women, are directly at issue. Sydney may be forced to disclose
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their identities and call Redstones celebrity friends and Viacom and CBS executives as witnesses. By
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way of example, just while Sydney was living with Redstone:
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He gave one of his mistressesan aspiring reality show producerapproximately $21 million;
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He gave a flight attendant on the CBS corporate jet approximately $18 million;
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He later slept with her sister, who he gave approximately $6 million;
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He gave another woman who he had formally met through Patti Stanger $10-11 million;
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He gave another mistresswho claimed to be a modelover $7 million;
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He gave a friend of his grandsons girlfriend a job at Showtime and approximately $6

million;
He gave another mistress approximately $1.5 million;
He gave an ex-fiance and Paramount employee an undisclosed amount; and
He paid for a college students tuition at the University of Southern California and gave her
an undisclosed amount.
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Indeed, that the Complaint only names Sydney and Herzer as Defendants, when Redstone knows
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that there were (and possibly still are) many other women who he gave tens of millions of dollars to
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(during this same time-period that he alleges Sydney and Herzer had total control of his life) makes no
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sense. Whether naming DOES 1-10, inclusive was designed to intimidate these womenwho are
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presently identifiablefrom coming forward, is unclear.
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E.
Despite Redstones infidelity (and many other acts committed by Redstone and uncomfortable
Redstone was the one in control of Sydney, not the other way around
requests he made of Sydney that will not be detailed here) Redstone repeatedly told Sydney that she was
the only woman that he truly loved. She believed him.
Nevertheless, it was clear who controlled the relationship: Redstone. Redstone, the self-made
billionaire who built National Amusements, Inc. into a powerhouse that includes Viacom, Paramount,
and CBS; survived a hotel fire by holding onto a ledge for hours; and was fond of saying, Im not going
to die; was not one to take direction. For many years, Sydney had to be home for lunch and dinner
with him 7 days a week because Redstone expected her to be. When Redstone went to sleep, he
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demanded she go to sleep as well even if she didnt want to. Redstone forbid her from going out at
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night without him; again, she complied. She could not travel or take trips without him or spend time
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with friends. Her friendships withered and died. But, as always, he could do whatever he wanted.
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After years of monogamous commitment to Redstone (with none in return) and living in a very
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controlled environment, Sydney succumbed to a short-lived affair. Naively, when Sydney confessed her
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indiscretion to Redstone, she hoped for the same forgiveness and understanding that she had shown him
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during all of his affairs. But, to her devastation, Redstone broke off their engagement and asked Sydney
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to move out. He did not, however, ask her to return the gifts or money that he had given her.
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F.
Redstone and Sydney continued to care for each other just months before the filing
of this lawsuit
Over the next few months, Sydneys departure and end to their relationship destroyed Redstone.
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Herzer recounted that he cried inconsolably for Sydney and went into a visible downward spiral both
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physically and mentally. Very quickly, the wonderful attributes that made Redstone the man that he
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was, disappeared. It was true, unlike the other women in Redstones life, Sydneys departure deeply
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pained Redstone illuminating the depth of love Redstone had for her.
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Sydney tried her best to show Redstone her remorse. She sent letters, cards, flowers, and gifts to
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his home. She called the house, only to find the line was disconnected and the number changed. She
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only later learned that Shari had instructed the staff to block Sydney from Redstones life to ensure that
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there was no reconciliation. Shari instructed security to refuse to let Sydney or her deliveries through.
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She told the staff to screen Sydneys calls and refused to let Redstone speak to her. She filtered
Redstones mail to make sure that Sydneys heartfelt apologies did not reach him.
But Shari could only control so much. When Redstone successfully bypassed Sharis controls,
he immediately arranged a visit with Sydney. During that meeting in late fall 2015, Redstone wanted to
know why she had an affair. He needed to know what made their relationship fall apart. He missed
Sydneys daughter. Sydney jumped at the opportunity to speak with Redstone. However, her attempts
were once again thwarted by Sharis meddling. Sydney was escorted to Redstones formal living room
where she found Redstone watching TV. She quickly noticed Shari just an arms-length from Redstone.
Shari greeted Sydney with a cold stare, ignored Sydneys effort to exchange pleasantries and refused to
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speak to Sydneys daughter. When Sydney asked to speak with Redstone privately about their most
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personal matters, Shari refused to go. She sat perched over her father while Sydney profusely
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apologized for the biggest mistake of her life. Shari saw Redstone getting emotional and, fearful he may
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forgive Sydney, pressured Redstone to tell Sydney to leave. Eventually, he did. Again, Redstone never
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mentioned any regret about the gifts he gave to Sydney nor did he ask for his money back.
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Sydney, Redstone visited with Sydneys daughter, whom Sydney believes still remains in Redstones
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Will. Redstone never requested the return of the gifts he had given to Sydney or, by extension, her
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daughter. Indeed, in the near-year since Sydney moved out in 2015, Redstone has never asked for any
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of the gifts back or claimed that Sydney took advantage of him, until this lawsuit; which was filed
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shortly after Redstone requested to see Sydneys daughter a second time.
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AFFIRMATIVE DEFENSES
In accordance with Code of Civil Procedure 431.30(b), Sydney sets forth the following
affirmative defenses. By setting forth these affirmative defenses, Sydney does not assume the burden of
proving any fact, issue, or element of a cause of action where such burden properly belongs to Plaintiff.
Moreover, nothing stated herein is intended to be construed as an acknowledgment that any particular
issue or subject matter is relevant to Plaintiffs allegations. Furthermore, Sydney is in the process of
conducting a factual investigation of Plaintiffs claims, and thus reserves the right to amend or
supplement the affirmative defenses accordingly.
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FIRST AFFIRMATIVE DEFENSE
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(Equitable Estoppel)
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Redstone is equitably estopped from asserting any claim for relief against Sydney respecting the
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matters that are the subject of the Complaint based on Redstones conduct, representations, and contrary
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arguments in (1) In Re Advance Health Care Directive of Sumner M. Redstone, L.A. Super. Ct., No.
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BP168725, (2) Feuer v. Dauman, Del. Ch. Ct., No. 12579-CB, (3) Feuer v. Redstone, Del. Ch. Ct., No.
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12575-CB, (4) City of Sunrise Gen. Employees Ret. Plan v. Redstone, Del. Ch. Ct., No. 12545-CB, and
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(5) Dauman v. Redstone, Mass. Prob. & Fam. Ct., No. 16E0020. For example, Redstone, as recently as
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November of last year, argued that he retained the capacity to make decisions regarding his estate
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planning documents including his Advance Health Care Directive. Counsel for Redstone also made
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repeated representations to other judicial officers that while Redstone was acting as Chairman of
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Viacom and CBSat the same time as the gifts in questionhe was fully capable of making complex
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decisions to reshape a multi-billion dollar corporation. Counsel are estopped now from making false
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factual and legal claims that at the same time he was capable of independently controlling his
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businesses, he was under total control by Sydney and Herzer and subject to undue influence.
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SECOND AFFIRMATIVE DEFENSE
(Statute of Limitations)
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Sydney is informed and believes, and thereon alleges, that Redstones claims are barred by the
applicable statutes of limitations.
THIRD AFFIRMATIVE DEFENSE
(Setoff and Recoupment)
To the extent Redstone is awarded any damages, liability for which Sydney wholly denies,
Sydney is entitled to recoupment for the reasonable value of services provided.
FOURTH AFFIRMATIVE DEFENSE
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(Privilege/Justification)
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Redstone is barred from recovery for Intentional Infliction of Emotional Distress because any
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actions or statements alleged in the Complaint were privileged under Cal. Civ. Code 47(c) or otherwise
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justified.
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FIFTH AFFIRMATIVE DEFENSE
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(Laches)
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Redstones claim is barred by the doctrine of laches for unreasonable delay in bringing this
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action.
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SIXTH AFFIRMATIVE DEFENSE
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(Consent)
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Redstone is barred from recovery because Redstone consented to the alleged harm by Sydney.
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SEVENTH AFFIRMATIVE DEFENSE
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(Failure to State a Cause of Action on Which Relief May Be Granted)
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The Complaint, and each alleged cause of action alleged therein, fails to state facts sufficient to
constitute a cause of action, or any cause of action on which relief may be granted, against Sydney.
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EIGHTH AFFIRMATIVE DEFENSE
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(Failure to Plead Fraud with Particularity)
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Redstones claims are barred because he failed to plead the allegations of fraud with
particularity.
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NINTH AFFIRMATIVE DEFENSE
(Acquiescence and Waiver)
Redstone has waived, relinquished and/or abandoned any claim for relief against Sydney
respecting the matters that are the subject of the Complaint.
TENTH AFFIRMATIVE DEFENSE
(Intervening Acts)
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Redstone is barred from recovery against Sydney because Redstones harm was caused by an
event or person that occurred after the allegations in the Complaint occurred.
ELEVENTH AFFIRMATIVE DEFENSE
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(No Entitlement to Punitive Damages)
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Neither the Complaint nor any purported cause of action alleged therein states facts sufficient to
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entitle Redstone to an award of punitive damages against Sydney, and the prayer for punitive damages
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should be dismissed as a matter of law.
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TWELFTH AFFIRMATIVE DEFENSE
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(Unconstitutional Fine or Penalty)
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The imposition of any punitive damages in this matter would constitute a criminal fine or penalty
and should, therefore, be remitted on the ground that the award violates the United States Constitution.
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THIRTEENTH AFFIRMATIVE DEFENSE
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(Promissory Estoppel)
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Redstones claims are barred based on promissory estoppel because Redstone made
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representations to Sydney, Sydney reasonably relied on those representations, and Redstone now seeks
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to change his position causing substantial harm to Sydney.
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FOURTEENTH AFFIRMATIVE DEFENSE
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(Acts of Third Parties)
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Redstones claim is barred because it is the direct product of extraneous acts of third parties
attempting to interfere with economic relations.
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FIFTEENTH AFFIRMATIVE DEFENSE
(Abuse of Process)
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Redstones claim is barred because Redstone filed this complaint for improper purposes
including embarrassment and revenge.
SIXTEENTH AFFIRMATIVE DEFENSE
(Impossibility)
Redstones claims against Sydney are based on an underlying contract for domestic services in
exchange for Redstones financial support. Redstones claims based on that agreement are barred
because performance by Sydney was impossible after Sydney was exiled from Redstones life.
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SEVENTEENTH AFFIRMATIVE DEFENSE
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(Impracticability)
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exchange for Redstones financial support. Redstones claims on that agreement are barred because any
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performance by Sydney was excused because further performance was no longer practical.
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EIGHTEENTH AFFIRMATIVE DEFENSE
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(Mistake)
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exchange for Redstones financial support. Redstones claims are barred because the parties were
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mistaken regarding the terms of the agreement for support and domestic services between Redstone and
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Sydney.
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NINETEENTH AFFIRMATIVE DEFENSE
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(Frustration of Purpose)
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exchange for Redstones financial support. Redstones claims are barred because the purpose of the
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agreement between Sydney and Redstone was frustrated by unforeseen events, therefore excusing
26
Sydney from further obligations on their contract.
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TWENTIETH AFFIRMATIVE DEFENSE
(Excuse)
exchange for Redstones financial support. Redstones claims are barred because her performance under
the contract was excused when third-parties made it impossible for Sydney to perform on the contract.
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DATED: December 12, 2016
KIRKLAN D J&'ELLI S LLP
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^'ftfark Holscher (SBN 139582)

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Attorneys for Defendant Sydney Holland
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PROOF OF SERVICE
I, Laura Bay, am employed in the County of Los Angeles, State of California. I am over the
age of 18 and not a party to the within action. My business address is 333 South Hope Street, Los
Angeles, California 90071.
On December 12, 2016, the foregoing document was served on the interested parties in this
action as follows:
[
] By causing a copy of the document to be personally served by hand to the person at
the addresses set forth below
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[ X ] By placing the document listed above in a sealed envelope with postage thereon fully
prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am
familiar with the firm's practice of collection and processing correspondence for mailing. Under that
practice it would be deposited with the United States Postal Service on that same day with postage
thereon fully prepaid in the ordinary course of business.
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Robert Klieger
Marshall Camp
Andrew Walsh
HUESTON HENNIGAN LLP
523 West 6th Street, Suite 400
Los Angeles, CA 90014
Telephone: (213)788-4370
Ronald Richards
Nicholas Bravo
THE LAW OFFICES OF RONALD RICHARDS
& ASSOCIATES, A.P.C.
P.O. Box 11480
Beverly Hills, CA 90213
Telephone: (310)556-1001
Attorneys for PlaintiffSumner M. Redstone
Attorneys for Defendant, Manuela Herzer
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[ X ] (STATE) 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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PROOF OF SERVICE
wwa-wi
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Mark Holscher (SBN 139582)

mark.holscher@kirkland.com
sierra. elizabeth@kirkland. com
KIRKLAND & ELLIS LLP
333 South Hope Street
Los Angeles, California 90071
Telephone:
(213)680-8400
Facsimile:
(213) 680-8500
W9 8flV8*W WVr
Superior Court of California

County of Los Angsles
DEC 1 2.2016
Sherri R. Carter, Executive Officer/Clerk
By Victor Sino-Cruz, Deputy
Counsel for Cross-Complainant

SYDNEY HOLLAND
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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SUMNER M. REDSTONE,
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Plaintiff,
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vs.
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SYDNEY HOLLAND,
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)
)
)
Cross-Complainant,
vs.
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) Case No. BC638054

)
)
) CROSS-COMPLAINT FOR:
MANUELA HERZER, SYDNEY HOLLAND, ) (1) Breach of Oral Contract;

and DOES 1-50, inclusive,
) (2) Breach of Implied in Fact Contract
(3) Quantum Meruit
)
Defendants.
) (4) Declaratory Relief
(5) Imposition of Constructive Trust
)
(6) Specific Performance
)
) Complaint Filed: October 25, 2016
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SUMNER M. REDSTONE;
Cross-Defendant.
ORIGINAL FILED
)
)
)
)
)
)
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CROSS-COMPLAINT
Cross-Complainant Sydney Holland (Sydney), by and through her undersigned counsel, bring this
action and allege against Cross-Defendant Sumner Redstone (Redstone), as follows:
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JURISDICTION AND VENUE

1.
Redstone is subject to personal jurisdiction in Los Angeles County because the acts and
omissions by Redstone alleged herein occurred in or caused harm to Sydney in this county. Redstone is
subject to personal jurisdiction in this county based on his residence in Beverly Glen, Los Angeles,
California.
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2.
claims alleged herein occurred in this county, and the harm alleged herein occurred in this county.
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Venue is proper in Los Angeles County because the events of omissions giving rise to the
FACTUAL ALLEGATIONS
3.
Sydney is unaware of the true names and capacities, whether individual, corporate,
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associate, a form of a trust, or otherwise of the Defendants sued herein as DOES 1 through 50, inclusive.
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Sydney will seek leave to amend this Complaint to set forth the true names and capacities of said
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Defendants when the same have been ascertained.
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4.
Sydney is informed and believes and thereon alleges that each of the Defendants named
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herein as DOES 1 through 50, inclusive, is intentionally or negligently responsible, or is otherwise
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legally responsible, in some manner, either vicariously or by virtue of his, her, or its own conduct,
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negligence or failure to act, or for the conduct, negligence or failure to act on the part of his, her, or its
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agents, servants or employees, for the acts and occurrences herein referred to, and has proximately
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caused injury and damages thereby to Sydney as a result of their conduct hereinafter described.
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5.
At all times herein mentioned, each of the Defendants named herein as DOES 1-50 was
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an agent, partner, principal, successor, assignee, employee, joint venture, tenant in common and/or co-
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owner of the other named defendants and was at all times acting within the course and scope of such
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agency, partnership, and employment.
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1
CROSS-COMPLAINT
I.
REDSTONES LOVE STORY
A.
Sumner Redstone
6.
Sumner Redstone came from humble beginningshis father once earned his living
selling linoleum from the back of a truck. But equipped with a genius intelligence, Redstone saw a
different life for himself and his family. He catapulted himself into Harvard University and then
through Harvard Law School. He worked as a special assistant to the United States attorney general
before becoming a partner at a Washington law firm. While such stellar achievements would have
satisfied most mortals, Redstone wanted more. Looking for new heights to scale, Redstone quit his
$100,000-a-year attorney position to work at his familys small movie theater company, National
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Amusements, Inc. Not long after, in a coupe characteristic of Redstones cutthroat business philosophy,
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he ousted his family and took control.
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7.
Redstone built National Amusements, Inc. into a powerhouse. He invested in numerous
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media companies, including Columbia Pictures, Twentieth Century Fox, Orion Pictures and Paramount
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Pictures. (He would later earn huge profits, when he sold his stock). His career was nothing short of
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meteoric.
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8.
But tragedy struck in 1979, when a fire broke out at the hotel where Redstone was
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staying. The fire, which consumed a number of rooms, almost consumed Redstone. He clung to a third-
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story ledge while the flames licked around him. He survived, but barely. Burned over 45 percent of his
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body, he was not expected to recover. His doctors determined that he might never walk again.
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Redstone was determined to prove them wrong.
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9.
He succeeded. And after beating such incredible odds, Redstone began to believe he was
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immortal. In fact, he refused to even consider the possibility that he might not live forever. For years he
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considered any type of succession planning irrelevant, and was fond of saying, Im not going to die.
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He told his family members, friends, and others that he wanted to, and would, live forever.
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10.
Redstones near-death experience also accelerated his passion to dominate the business
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world, specifically in entertainment and media. He put his name, reputation, and movie theater business
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on the line by pledging his company as collateral in a $3.4 billion hostile takeover bid for Viacom. It
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was a breathtaking risksome might say foolhardy; the business equivalent of staking everything on a
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CROSS-COMPLAINT
Vegas roulette wheel. Redstone won.
11.
The Viacom takeover was classic Redstone. He had a vision and the determination to
carry it through. Although his advisors cautioned him and tried to dissuade him, Redstone refused to
listen. Hardheaded, ruthless, and stubborn to a fault, Redstone allowed no one to tell him what to do.
He, and he alone, made the decisions.
12.
Six years after acquiring Viacom, Redstone again gambled and won big. The prize:
Paramount Communication Group, parent of Paramount Pictures. By this time, he had also acquired
CBS.
13.
Although an unparalleled success in the business world, Redstones personal life was in
10
shambles. His marriage of 52 years ended in divorce in 1999. Three years later, he married again, this
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time to a school teacher 39 years his junior. That marriage too ended in divorce. He was constantly
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embroiled in lawsuits with one relative or another. His brother sued him. His nephew sued him. His
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son sued him. And it was no secret that, long before Sydney and Redstone ever met, his relationship
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with his only other child, daughter Shari Redstone (Shari), was marked by acrimony and
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contentiousness. Indeed, in 2007, Redstone made clear to the boards of both Viacom and CBS that
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Shari should not succeed him after his death:
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CROSS-COMPLAINT
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Thus, by 2010, Redstone was estranged from both of his children and had little contact
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with any other family. He was twice divorced and, although never without female companionship (he
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was notorious for his mistresses, both when he was married and single), these relationships were
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superficial and without any deep emotional connection. His strongest connection was with his
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businesses. As Chairman of Viacom and CBS, Redstone was a powerful media titan controlling one of
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CROSS-COMPLAINT
the largest media empires in the world. Even in his later years, the companies continued to reward his
business acumen and insight with tens of millions of dollars in annual compensation and bonuses. But,
the self-made billionaire and businessman-extraordinaire, who at age 87 remained mentally sharp and
was as brilliant, commanding, and demanding as ever, wasin factlonely. He wanted someone to love
and cherish, who would love and cherish him in return. He found that person in Sydney Holland.
B.
Redstone and Sydney Together
15.
In 2010, Redstone hired Patti Stanger, The Millionaire Matchmaker to find him a
girlfriend who was not only young and beautiful, but also intelligent, funny, and who shared Redstones
Jewish faith. Stanger knew of just the person: her friend, Sydney. At the time, Sydney was struggling
10
to recover from the death of her fianc a year earlier, and she too was lonely. Sydney was not signed up
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with the matchmaking service, but, nevertheless, Stanger reached out to Sydney to see if she was
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interested in going on a date with Redstone. Sydney agreed, even though she had never heard of
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Redstone and had no clue who he was. Redstones grandson, Brandon Korff, then called Sydney to
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make the arrangements.
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Redstone and Sydney had their first date in October of 2010, dining together at a local
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restaurant. Although Sydney was 39, and Redstone 87, Sydney was intrigued by Redstone. It was not
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only the power he exuded that fascinated herit was his acute sense of humor, his penetrating
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intelligence, his larger-than-life personality that she found mesmerizing. Redstone controlled the
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conversation, asking numerous questions about her and her life and recounting in detail his
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extraordinary accomplishments. He detailed his rise to the top of Viacom and CBS and elaborated on
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his continued success and involvement with the companies. Sydney did not mind; she found his take
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charge personality appealing. At the conclusion of their dinner, Redstone took Sydney to his home to
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show her his collection of exotic fish and gave her a copy of his book that he signed to her called A
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Passion to Win. He was, in a word, smitten.
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17.
The next day, Redstone sent Sydney a bouquet of long-stemmed red roses to thank her
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for the evening. Although she had enjoyed Redstones company, Sydney was hesitant about seeing him
27
again, in part because of the age gap. When she called to thank him for the roses, she did not press for
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another date.
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CROSS-COMPLAINT
18.
But Sydneys reserve did not deter Redstone. He always got what he wanted and he
wanted Sydney. He called her again and convinced her to go on a second date. And then a third. And
another one after that. Each time they saw each other, they grew closer. To Sydney, Redstone revealed
a side of himself rarely seen: he was loving, warm, funny, and generous and he made her laugh. As for
Redstone, he had found in Sydney someone he could connect with both intellectually and emotionally,
someone whom he could truly love and care for. Despite their age difference, the two were well-suited
and took great pleasure in each others company. But Sydney learned early on the cardinal rule about
life in the Redstone universe: it was his way or the highway. No one ever said no to Redstone.
19.
By spring of 2011, Sydney was spending almost every night with Redstone and he asked
10
her to move in with him. Sydney agreed and the two began cohabitating in June of 2011. In September
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of 2011, Redstone proposed to Sydney with a beautiful 9 carat yellow canary engagement ring and she
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happily accepted.
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20.
They were romantic, they were intimate; they were a couple.
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Sydney, at Redstones urging and request, took on the role and responsibilities of a life
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partner, assuming the domestic responsibilities typical of a life partner. She accompanied him almost
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everywhere he went: shareholders meetings, red carpet premieres, charity events. She went with him to
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board meetings, where she would sit outside the meeting rooms for hours, waiting for the sessions to
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conclude. They went for long drives down the Malibu coast, listening to Tony Bennett and Frank
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Sinatra. They went to restaurants and shared Redstones favorite dessert, chocolate mousse. They
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watched movies and baseball together. She added a much-needed womans touch to the home they now
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shared by decorating and reorganizing the furniture, making it more comfortable for him. She picked
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CROSS-COMPLAINT
out his clothing for him and made sure his barber Little Joe did his hair every day. She accompanied
him on trips to see his grandchildren and encouraged him to set aside the bitterness with his other family
members. She hosted Sunday movie days and arranged home-visits with long-time friends and
guestsincluding well-known figures like Charlie Rose, Sherry Lansings, and Mike Milken.
22. She also coordinated Redstones visits and meetings with Redstones business associates,
Phillipe Dauman, Lesile Moonves, Carl Folta, George Abrams, Ace Greenberg, Tom Dooley, Steven
Sweetwood, Brad Gray, Leonard Goldberg, Arnold Kopelson, and Robert Evans. Sydney scheduled
Redstones appearances at shareholder meetings, as well as on earnings calls, for Viacom and CBS. She
even helped Redstone organize a meeting of the entire board at their home in March 2013.
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23. Throughout their entire relationship, Redstone remained very active in the business activities
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of Viacom and CBS. He continued in his role as Executive Chairman of CBS and Executive Chairman
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and founder of Viacom. Numerous Securities and Exchange Commissions (SEC) filings reflect
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Redstones active and effective involvement in these complex business affairs.
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24. In an August 2, 2012 filing, Redstone stated: CBSs content continues to fuel the success of
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this great company. In a world where great programming commands premium pricing, we continue to
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hit on all the cylinders. I am extremely pleased with our terrific second-quarter results.
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25. In a May 1, 2013 CBS filing, Redstone stated: CBS has started the year with a terrific first
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quarter. Our premium content and multiplatform distribution strategy are leading to results that are
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better than ever.
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26. Just days before Redstones large cash gift to Sydney, in a May 8, 2014 filing, Redstone
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stated: Im more excited than ever about the growth prospects before us and about all that Leslie
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[Moonves] and his team are achieving quarter after quarter.
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27. Less than a month after Redstones gift, another filing confirmed his active role in his
24
businesses: CBSs strategy of producing premium content across its businesses and all around the
25
world is the cornerstone of our continued success.
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28. In fact, during the time he was with Sydney, Redstones contribution to his companies was
27
recognized and rewarded by the boards. Redstones annual CBS salary increased over $100,000
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between 2010 and 2012 based on the Compensation Committees evaluation of Mr. Redstones
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CROSS-COMPLAINT
performance, salary history and appropriate pay levels compared to our other senior executives. His
annual salary at Viacom increased a quarter of a million dollars beginning on January 1, 2014.
29. After conducting a performance based evaluation, the Compensation Committee rewarded
Redstone with a bonus above and beyond his projected bonus each year he was with Sydney. In 2011,
his target bonus was $5 million but he received double that amount for his continued [oversight] of the
Board of Directors where [u]nder his guidance, [CBS] had record-breaking results in key metrics,
strengthened its financial position, and executed strategies to create and deliver value to its shareholders
and to position [CBS] for long-term success. In 2012, Redstone also received a $10 million bonus,
again doubling the target. The same in 2013. In 2014, Redstone was rewarded with $4 million over and
10
above his $5 million target bonus. At Viacom, Redstones target bonus increased from $6 million to
11
$7.15 million in 2014, but each year he received well above that amount for his [oversight of] the
12
activities of the Board of Directors where [u]nder his leadership and vision, [Viacom] enhanced its
13
financial position and continued to strengthen its overall business.
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30.
When Redstones health began to decline, Sydney did everything she could to fulfill
15
Redstones wish to live as long as humanly possible. She attended every one of Redstones
16
appointments and hospital visits, even sleeping in the hospital so that she could remain by his side.
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Sydney also hired an additional team of skilled nurses, doctors, and other care-givers who could provide
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24-hour care. For example, when Redstones former primary care physician was unable to commit the
19
significant additional time needed to care for Redstone, Sydneyon recommendation from Redstones
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close friend Mike Milkenhired a new primary care physician, Dr. Gold, who remains Redstones
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trusted physician to this day. Sydney spoke with Dr. Gold about Redstones care weekly. Dr. Gold
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closely observed Sydney with Redstone and knew that without Sydney, Redstone would not be alive to
23
this day. He trusted Sydney with Redstones healthcare and knew that she wanted him to live as long
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and as well as possible.
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CROSS-COMPLAINT
31.
When Redstone wasnt feeling well, she was up with him during the night:
32.
Sydney even tried to repair Redstones relationship with his family. She worked hard to
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try to bring the feuding family together. Indeed, in the first few years of Sydneys and Redstones
10
relationship, Sydney had good relationships with nearly all of Redstones family. Sydney
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communicated with the family frequently, and arranged visits and calls from Shari, her children,
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Brandon Korff, Tyler, Korff, and Kimberlee Ostheimer, and Redstones great-grandchildren. The
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security guest log, which was routinely provided to Sydney, indicates at least 16 visits from Shari during
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2012-2014, which Sydney helped facilitate:
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CROSS-COMPLAINT
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33.
She also invited Shari and her children to gatherings at the house, including Redstones
90th birthday party which Sydney planned and threw for Redstone.
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CROSS-COMPLAINT
34.
In all respects, Sydney saw to Redstones every comfort and need. Redstone adored her
for it and encouraged her expanding role in his life. In return, he listened to her and mentored her. And
he promised to take care of her financially for the rest of her life in return for her taking care of him.
35.
As was his habit, Redstone was always extremely generous to Sydney, albeit not without
a certain amount of self-interest. He wanted her attention solely on him, and, early on, he undertook to
support her financially to encourage her dependence on him.
36.
For example, shortly after they began dating, he wired enough money to cover Sydneys
yearly salary into her account. This was a shrewd maneuver by Redstone, calculated to ensure that
Sydneys attention would not be diverted by the daily need to earn a living. As their relationship
10
continued over the next half-decade, Redstone continually promised Sydney that he would support her
11
financially for the rest of her life and continually encouraged her to depend upon him.
12
37.
Throughout their five years together, Sumner repeatedly showered Redstone with gifts.
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He surprised her with gifts of jewelry, Hermes bags, and cash. He sent her huge bouquets of roses and
14
other flowers weekly, usually accompanied with handwritten notes attesting to his love and devotion for
15
her.
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38.
He wrote that she was indispensable to him, that because of her, his life was
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worthwhile. He actively encouraged her to depend upon him: I will always love you. You can always
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depend on me. Love, Sumner.
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CROSS-COMPLAINT
39.
Redstone told Sydney that he would take care of her for the rest of her life and would
include her in his estate plan so that she would never have to worry about a thing. In return, she took
care of him and provided the daily companionship and care that fulfilled him and made him happy.
Although not formally married, they were together, for better or worse.
40.
To carry out his promises to Sydney that he would take care of her for her lifetime, and in
recognition of his love and gratitude to Sydney for her care of him, Redstone added Sydney to his estate
plan bequeathing her a portion of his estate, amending his 2003 Trust to ensure that she could remain in
their home after his death, and giving her custody of his dogs, Sugar and Butterfly. Throughout this
process, Redstone was repeatedly advised by his attorneys and other consultants, all of whom felt not
10
only that Redstone was mentally sharp and knew exactly what he was doing, but also that the
11
testamentary gifts were a free and true expression of his will.
12
41. Sydney also welcomed Manuela Herzer (Herzer) into her home to help with Redstones
13
health care. Herzer was a close longtime friend and ex-girlfriend of Redstones and she cared for
14
Redstone deeply. Both Sydney and Herzer did everything they could to make sure that Redstone lived
15
as comfortable as possible and remained mentally active and vibrant, as reflected in the sworn
16
declaration of Redstones granddaughter, Keryn Redstone:
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CROSS-COMPLAINT
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42.
While Sydney could not match Redstones financial generosity, her love was no less
deep, and they enjoyed a mutually beneficial union through their love, support, and care for one another.
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43.
But the services Sydney provided went beyond the usual love, companionship, and
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support. She was his social secretary, his household manager, his care manager, and his agent under his
27
advance health care directive.
28
44.
And Sydney held up her end of the bargain. She folded her life into Redstones,
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CROSS-COMPLAINT
1
2
satisfying his every wish and whim. But Redstone controlled her and controlled the relationship.
45.
Sydney had to be home for lunch and dinner with Redstone 7 days a week because he
expected her to be. When Redstone went to sleep, he demanded she go to sleep as well even if she
didnt want to. Redstone forbid her from going out at night; again, she complied. She could not travel
or take trips without him or spend time with friends. Her friendships withered and died. She had a
choice: do what he wanted her to do or he would end the relationship. Over time, her autonomy and
independence ebbed away until her life became little more than an extension of Redstone.
8
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46.
In 2013, Sydney told Redstone that she wanted to become a mother by adopting a child.
Although initially concerned that the baby would divert some of Sydneys attention from him, Redstone
10
soon became excited and doted on the baby girl. He welcomed Sydneys daughter into his home, and
11
gave her two rooms of her very own.
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CROSS-COMPLAINT
47.
He promised Sydney that he would take care of her for life and make sure that she would
never want for anything. Redstone, Sydney and Sydneys daughter became a family. In fact, Redstone
told his estate planning attorney, David Andelman (Andelman) that he wanted to marry Sydney and
adopt her daughter. Redstone shared the following letter with Sydney to keep her up to date on the
process:
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48.
Redstones generosity to Sydney was in stark contrast to his continued refusal to
recognize any member of his family in any version of his personal trust.
49.
In furtherance of his agreement to provide for Sydney (and now her daughter) for life,
24
Redstone made additional gifts to Sydney, including a substantial cash gift in May 2014. Astute as
25
always, Redstone was concerned that these gifts might later be challenged by family members,
26
particularly his daughter, Shari. Accordingly, to further protect Sydney, the financial gifts that he had
27
given her, and his continued promise to provide for Sydney, Redstone hired four different legal teams to
28
protect Sydney. The additional teams worked alongside Redstones attorneys, Andelman and Leah
15
CROSS-COMPLAINT
Bishop (Bishop) to ensure that Redstones bequests to Sydney were iron-clad and could not be later
challenged by Shari. Indeed, Redstone safeguarded his gifts and bequests by obtaining certificates of
independent approval by independent legal counsel and Redstones physicians each time he amended his
estate plan to confirm and document his capacity.
50.
Redstone also asked Shari to sign a letter releasing any potential legal claims she had
against Sydney. It was so important to Redstone that he promised to exclude Shari from his funeral if
she refused to agree to release any potential claims she had against Sydney:
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CROSS-COMPLAINT
51.
Sydney continued to stand by her promise to care for, and take care of, Sumner. She
knew he wanted to live as long as possible forever, as he was fond of telling people and she made
sure he had the best possible medical treatment. During one of Redstones hospitalizations for
pneumonia, the medical staff recommended inserting a feeding tube in Redstones abdomen to ensure
Redstone could continue to receive nourishment during his weakened state. Sydney immediately told
the doctors and nurses to do whatever was necessary to keep him alive.
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CROSS-COMPLAINT
1
2
II.
REDSTONE GAVE MONEY AND GIFTS TO MANY OTHER WOMEN

52.
Of course, Sydney and Herzer were not the only beneficiaries of Redstones
overwhelming generosity. During the time that Sydney and Herzer lived with Redstone, he was worth
over $6 billion and receiving millions of dollars in annual compensation and bonuses as Executive
Chairman of CBS and Viacom. He lived his life as he wanted, despite what others thought, said, or
found to be acceptable. Redstone was extremely generous, not just to Sydney and Herzer, but to many
others, and he always gave of his own free-will. Redstone was strong-willed and did what he wanted
when he gave gifts to Sydney. Those closest to him observed that he was mentally sharp at the time he
gave the gifts. His house managers even stated so in sworn declarations:
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CROSS-COMPLAINT
1
2
3
4
5
6
7
8
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CROSS-COMPLAINT
53. Over the five-year period that they were together, Redstone only gifted Sydney
approximately 1.5% of his net worth; monies which were approved by Redstones attorneys and
witnessed by Redstones advisors, physicians, friends, and staff including Redstones house managers,
Carlos and Aurora Martinez. In fact, even Les MoonvesRedstones close friend and CBS Chief
Executive Officerknew about Redstones largest monetary gift to Sydney, on May 20, 2014.
54.
Now, as a result of Redstones October 25, 2016 Complaint (the Complaint), the lurid
nature of these relationships and the significant amounts of money that Redstone paid to these women,
are directly at issue. Sydney may be forced to disclose their identities and call Redstones celebrity
friends and Viacom and CBS executives as witnesses. By way of example, just while Sydney was living
10
with Redstone:
He gave one of his mistressesan aspiring reality show producerapproximately $21

million;
13
He gave a flight attendant on the CBS corporate jet approximately $18 million;
14
He later slept with her sister, who he gave approximately $6 million;
15
He gave another woman who he had formally met through Patti Stanger $10-11 million;
16
He gave another mistresswho claimed to be a modelover $7 million;
17
He gave a friend of his grandsons girlfriend a job at Showtime and approximately $6

million;
19
He gave another mistress approximately $1.5 million;
20
He gave an ex-fiance and Paramount employee an undisclosed amount; and
21
He paid for a college students tuition at the University of Southern California and gave
her an undisclosed amount.
11
12
18
22
23
55.
Indeed, that the Complaint only names Sydney and Herzer as Defendants, when Redstone
24
knows that there were (and possibly still are) many other women who he gave tens of millions of dollars
25
to (during this same time-period that he alleges Sydney and Herzer had total control of his life) makes
26
no sense. Whether naming DOES 1-10, inclusive was designed to intimidate these womenwho are
27
presently identifiablefrom coming forward, is unclear.
28
56.
Despite Redstones infidelity (and many other acts committed by Redstone and
20
CROSS-COMPLAINT
uncomfortable requests he made of Sydney that will not be detailed here) Redstone repeatedly told
Sydney that she was the only woman that he truly loved. She believed him.
57.
Unfortunately, however, after years of monogamous commitment to Redstone (with none
in return) and living in a very controlled environment, Sydney succumbed to a short-lived affair.
Naively, when Sydney confessed her indiscretion to Redstone, she hoped for the same forgiveness and
understanding that she had shown him during all of his affairs. But, to her devastation, Redstone broke
off their engagement and asked Sydney to move out. He did not, however, ask her to return the gifts or
money that he had given her.
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CROSS-COMPLAINT
III.
REDSTONE AND SYDNEY CONTINUE TO CARE FOR EACH OTHER JUST

MONTHS BEFORE THE FILING OF THE COMPLAINT
2
58.
Over the next few months, Sydneys departure and end to their relationship destroyed
3
Redstone. Herzer recounted that he cried inconsolably for Sydney and went into a visible downward
4
spiral both physically and mentally. Very quickly, the wonderful attributes that made Redstone the man
5
that he was, disappeared. It was true, unlike the other women in Redstones life, Sydneys departure
6
deeply pained Redstone illuminating the depth of love Redstone had for her.
7
59.
Sydney tried her best to show Redstone her remorse. She sent letters, cards, flowers, and
8
gifts to his home. She repeatedly called the house, only to find the line was disconnected and the
9
number changed. She only later learned that Shari had instructed the staff to block Sydney from
10
Redstones life to ensure that there was no reconciliation. Shari instructed security to refuse to let
11
Sydney or her deliveries through. She told the staff to screen Sydneys calls and refused to let Redstone
12
speak to her. She filtered Redstones mail to make sure that Sydneys heartfelt apologies did not reach
13
him.
14
60.
But Shari could only control so much. When Redstone successfully bypassed Sharis
15
controls, he immediately arranged a visit with Sydney. During that meeting in late fall 2015, Redstone
16
wanted to know why she had an affair. He needed to know what made their relationship fall apart. He
17
missed Sydneys daughter. Sydney jumped at the opportunity to speak with Redstone. However, her
18
attempts were once again thwarted by Sharis meddling. Sydney was escorted to Redstones formal
19
living room where she found Redstone watching TV. She quickly noticed Shari just an arms-length
20
from Redstone. Shari greeted Sydney with a cold stare, ignored Sydneys effort to exchange
21
pleasantries and refused to speak to Sydneys daughter. When Sydney asked to speak with Redstone
22
privately about their most personal matters, Shari refused to go. She sat perched over her father while
23
Sydney profusely apologized for the biggest mistake of her life. Shari saw Redstone getting emotional
24
and, fearful he may forgive Sydney, pressured Redstone to tell Sydney to leave. Eventually, he did.
25
Again, Redstone never mentioned any regret about the gifts he gave to Sydney nor did he ask for his
26
money back.
27
61.
As late as June 28, 2016, a few months before Redstone allegedly filed this lawsuit
28
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CROSS-COMPLAINT
against Sydney, Redstone visited with Sydneys daughter, whom Sydney believes still remains in
Redstones Will. Redstone never requested the return of the gifts he had given to Sydney or, by
extension, her daughter. Indeed, in the near-year since Sydney moved out in 2015, Redstone has never
asked for any of the gifts back or claimed that Sydney took advantage of him, until the filing the
Complaint; which was filed shortly after Redstone requested to see Sydneys daughter a second time.
62.
Sydney would never willingly abandon Redstone. She had made a commitment to him to
care for him for the rest of his life. They had a lengthy relationship during which, at his request, she
took over the management of all aspects of his daily life to provide for his care and comfort. She was
continually by his side, putting her own life on hold to cater to his desires. He wanted, demanded, to be
10
the center of her universe and she complied. In return, Redstone had promised to take care of her
11
financially for the rest of her life. He had initially upheld his side of the bargain by making gifts to her
12
during his lifetime and providing for her in his estate plan after his death. In relation to his financial
13
standings, it was a very small price to pay, and one which he paid willingly (at the time) to ensure that
14
Sydney devoted her time, attention, and energy to his every want and need. But Redstone breached this
15
agreement when he unilaterally terminated the relationship and removed Sydney as a beneficiary of his
16
personal trust. Thus, Sydney upheld her end of the agreement; Redstone did not.
17
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CROSS-COMPLAINT
1
2
IV.
THE MARVIN V. MARVIN (1976) 18 CAL.3D 660 CONSIDERATION

63.
Redstones ongoing promise to take care of Sydney for the rest of her life by making
lifetime gifts and including her as a beneficiary of his estate plan was not tied solely to the love and
affection that she gave him as his treasured companion and confidante but was also in exchange for
services not typically provided by a cohabitant. In exchange for the gifts that Sydney received from
Redstone as well as his promise to financially support her and include her in his estate plan, Sydney
provided services severable from her role as Redstones cohabitant, services which would have been of
monetary value and were the type of services for which one would typically expect to be compensated.
These services, which Sydney provided from the time she began cohabitating with Redstone in June of
10
11
2011, until she left the house in September of 2015, included, but were not limited to, the following:
Acting as Redstones executive assistant, scheduling business meetings, making

appointments, assisting Redstone with his charitable foundation work, and maintaining
his business calendar to ensure that he tracked and attended industry events and meetings.
These events included, but were not limited to, stockholder meetings, board calls,
attorney meetings, foundation meetings, et al. Sydney coordinated these events, working
as his liaison with his New York executive assistant, Gloria, giving directives to Gloria to
carry out Redstones wishes. Sydney also assisted Redstone in arranging the writing of
his second book;
Acting as Redstones personal valet and stylist, overseeing his wardrobe and making sure
that he was always well-groomed;
Acting as Redstones social secretary, organizing his social calendar and planning events
including, but not limited to, movie screenings and luncheons with business associates,
charitable outings and award events for organizations including, but not limited to Big
Brothers, Big Sisters, Friendly House LA, UCLA Sustainability Board, USC (dedication
of the USC Film School) and Boston University School of Law (dedication of the
Sumner M. Redstone Building, for which Redstone donated $18 million);
Organizing and managing Redstones household, including overseeing all household staff
as well as seeking out and obtaining furniture and furnishings which met Redstones
medical needs, including but not limited to appropriate electronic chairs that
accommodated his limited mobility and specialized cabinets for medication management;
Before Redstones physical condition deteriorated to the point he needed around-theclock caregivers, Sydney provided health care professionals (including, but not limited to,
podiatrists, dermatologists, and cardiologists) for Redstone, when needed, as needed. She
organized his medical and dental appointments and accompanied him to each
appointment. She stayed up at night with him when he was ill, assisted him to the
bathroom sometimes multiple times a night, and continually and continuously monitored
and managed his health and well-being;
Once Redstones health deteriorated to the point they could no longer share a bed,
Sydney moved a separate bed into their room so she could be with him throughout the
night so as to be attentive to his care and his needs. She continued to sleep in their room
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CROSS-COMPLAINT
with him every night even when caregivers were present in the room;
She served as Redstones care manager, making his medical appointments, taking him to
the appointments and, when his physical health declined in 2014, hiring and overseeing
his team of doctors, nurses, and caregivers;
She personally oversaw his health and medical care, acting as his agent under his health
care directive, interacting with his doctors and directing his care, managing his
medications, making treatment and life-determining decisions in accordance with his
wishes, even when such treatments were unpopular with Redstones family members and
put Sydney at odds with them.
3
4
5
6
7
64.
Redstone was not interested in dying, a fact he made public numerous times. He wanted
a health care agent who would carry out his wishes and ensure that he was given the best of treatment.
For him, time, not money, was the priceless commodity. He appointed Sydney as his health care agent
10
specifically because he knew she would carry out his wishes and ensure that he received the absolute
11
best care to prolong his life as long as possible. In this role, Sydney truly was priceless to him. She, and
12
not his family, fought for him to live. Redstone had promised to take care of Sydney by paying her
13
expenses during lifetime and also by providing for her post-death by including her in his estate plan; in
14
return she provided the care that he needed, going above and beyond, so that he could continue to chase
15
his dream of immortality.
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CROSS-COMPLAINT
FIRST CAUSE OF ACTION
(Breach of Oral Contract)
3
4
65.
Sydney incorporates by reference all of the allegations set forth in paragraphs 1 through
64 above as if fully stated herein.
66.
In or around October of 2010, Sydney and Redstone met and soon thereafter entered into
an oral agreement (hereinafter the Agreement). Under the terms of the Agreement, the parties agreed
that:
8
9
A.
During the time the parties maintained their relationship, Sydney would render
services to Redstone, including, but not limited to being a confidante, companion, executive assistant,
10
personal assistant, personal valet, stylist, household manager, organizer, social secretary, and health care
11
manager.
12
B.
In exchange, Redstone would (1) provide for all of Sydneys financial support and
13
needs for the rest of her life in the same style and manner that was established during the parties
14
relationship; and (2) include Sydney as a beneficiary in his personal trust as to one-half (1/2) of the
15
Beverly Park home and as to one-half of all of his cash, bonds, PSUs, stocks, and other non-real
16
property investments existing at his death. The parties later modified the Agreement to add that, in
17
addition to the foregoing obligations, Redstone would also (1) pay all of Sydneys legal fees and costs
18
incurred in her legal action against Heather Naylor; (2) pay all of Sydneys legal fees and costs incurred
19
in any legal action brought against her by any member of Redstones family; and, (3) provide for all of
20
Sydneys daughters financial support and needs for the rest of her life including, but not limited to,
21
paying for her schooling. In furtherance of these promises, Redstone proposed marriage.
22
67.
Pursuant to, in confirmation of, and in reliance upon the Agreement, Sydney and
23
Redstone maintained a relationship beginning in early 2011 through September 2015. They cohabitated
24
beginning in June 2011 through September 2015, maintaining a confidential relationship throughout.
25
Throughout said relationship, the Agreement between Sydney and Redstone was reaffirmed and ratified
26
by the parties.
27
28
68.
Throughout their relationship, Sydney cared for Redstone, providing comfort and
companionship. She acted as his executive assistant, assisting him with his many business ventures
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CROSS-COMPLAINT
including his charitable foundation, and as his social secretary, served as his personal valet and stylist,
oversaw and managed his household, including hiring and firing of household staff, nursed him through
all illnesses and hospital visits, arranged for his doctor and dental visits and accompanied him on these
visits, acted as his care manager when his physical health deteriorated and 24/7 caregivers were brought
in, and served as his agent under his Advance Health Care Directive, all in accordance with the parties
Agreement.
69.
At all times, Sydney has performed each and every covenant and condition required to be
performed by her and rendered services and contributed her skills, efforts, and labor as required under
the terms of the Agreement, except as may have been excused by Redstones breach thereof.
10
70.
Redstone has failed to perform his obligations under the Agreement in that, since
11
September 2015, Redstone has not provided any financial support to Sydney (or to Sydneys daughter)
12
and has changed his estate plan to omit Sydney as a beneficiary. Redstone has also failed to pay all of
13
Sydneys legal fees and costs in her lawsuit against Heather Naylor. Redstone, therefore, is in breach of
14
the Agreement.
15
71.
The above-referenced services that Sydney performed for Redstone, and Sydneys
16
contribution of her skills, efforts, and labor pursuant to the terms of the Agreement, were and are
17
adequate consideration for the lifetime support and post-death gifts that Redstone promised to provide to
18
Sydney (and to Sydneys daughter) thereunder; and the Agreement was and is just, fair, reasonable and
19
equitable in all respects.
20
21
22
23
24
72.
As a proximate cause of the said breach of contract, Sydney has been damaged in an
amount not yet fully ascertained.

73.
Redstone ought to be estopped to raise any section of the statute of frauds by reason of
the following:
A.
Commencing in 2011 when the aforesaid promises were made by Redstone and at
25
various times thereafter during the relationship of the parties, Redstone represented to Sydney that he
26
intended to keep his oral promises, which representations caused Sydney to change her position in
27
detrimental reliance as alleged above.
28
B.
If Redstone were allowed to raise any section of the statute of frauds, he would be
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CROSS-COMPLAINT
unconscionably and unjustly enriched by having accepted that which he had bargained for without
having to keep his promise to pay for it.
3
4
C.
Sydney fully performed all of the terms of the Agreement on her part to be
performed in reliance on Redstones promises.
SECOND CAUSE OF ACTION
(Breach of Implied In Fact Contract)
7
8
9
74.

75.
From 2010 through September 2015, Sydney and Redstone were in an intimate
10
confidential relationship that lasted for approximately five years. During that period, they cohabitated
11
from June 2011 until September 2015.
12
76.
Commencing in early 2011, Redstone and Sydney entered into an implied contract, with
13
Redstone repeatedly promising to Sydney, by communications and conduct, that he would (1) provide
14
for all of Sydneys financial support and needs for the rest of her life in the same style and manner that
15
was established during the parties relationship; (2) include her as a beneficiary in his personal trust as to
16
one-half (1/2) of the Beverly Park home and as to one-half (1/2) of all of his cash, bonds, PSUs, stocks,
17
and other non-real property investments existing at his death; (3) pay all of Sydneys legal fees and costs
18
incurred in her legal action against Heather Naylor; (4) pay all of Sydneys legal fees and costs incurred
19
in any legal action brought against her by any member of Redstones family; and, (5) provide for all of
20
Sydneys daughters financial support and needs for the rest of her life including, but not limited to,
21
paying for her schooling.
22
77.
In return, Sydney, by communications and conduct, agreed to take care of Redstone and
23
provide for his care and comfort. In addition to providing comfort and companionship to Redstone,
24
Sydney acted as his executive assistant, assisting him with his many business ventures including his
25
charitable foundation; served as his social secretary; served as his personal valet and stylist; oversaw and
26
managed his household, including hiring and firing of household staff; nursed him through all illnesses
27
and hospital visits; arranged for his doctor and dental visits and accompanied him on these visits; acted
28
as his care manager when his physical health deteriorated and 24/7 caregivers were brought in; and
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CROSS-COMPLAINT
1
2
3
4
5
6
served as his agent under his Advance Health Care Directive.

78.
Said implied agreement was ratified and reaffirmed by the parties on numerous occasions
during the course of their relationship.

79.
The implied contract between Redstone and Sydney just and reasonable and was
supported by adequate consideration.

80.
Sydney fully performed all conditions, covenants and promises required of her under the
parties implied agreement and understanding except as may have been excused by Redstones breach
thereof.
81.
Redstone has failed to perform his obligations under the parties implied contract in that,
10
since September 2015, Redstone has not provided any financial support to Sydney (or to Sydneys
11
daughter) and has changed his estate plan to omit Sydney as a beneficiary. Redstone has also failed to
12
pay all of Sydneys legal fees and costs in her lawsuit against Heather Naylor. Redstone, therefore, is in
13
breach of the parties implied contract.
14
15
16
17
82.
By failing to provide the promised support to Sydney and by changing his estate plan to
omit Sydney as a beneficiary, Redstone has breached his implied contract with Sydney.
83.
As a proximate cause of the said breach of contract, Sydney has been damaged in an
amount not yet fully ascertained.
18
THIRD CAUSE OF ACTION
19
(Quantum Meruit)
20
21
22
84.

85.
From June 2011 to September 2015, Redstone requested, by both words and by conduct,
23
that Sydney manage his family, medical, personal, and business affairs, including, but not limited to,
24
acting as his executive assistant; serving as his social secretary, personal valet and stylist; organizing and
25
managing his household and household staff; overseeing and managing his health care, including, once
26
his physical health declined, in-home caregivers; and serving as his agent under his Advance Health
27
Care Directive.
28
86.
The services requested by Redstone of Sydney were for his benefit.

29
CROSS-COMPLAINT
87.
Sydney expected reasonable compensation for her performance of the services.
88.
Sydney dutifully performed all of the requested services.
89.
Redstone has not paid Sydney for the reasonable value of the services she provided to
Redstone.
90.
Sydney has suffered damages equal to the reasonable value of the services she provided
to Redstone for which she has not received payment.
FOURTH CAUSE OF ACTION
(Declaratory Relief)
9
10
11
91.

92.
A controversy has arisen between Sydney and Redstone relating to the rights, duties and
12
obligations of the parties in that Sydney contends that Redstone has the obligation to (1) provide for all
13
of Sydneys (and Sydneys daughters) financial support and needs for the rest of her life in the same
14
style and manner in which she was supported during the parties relationship; (2) include her as a
15
beneficiary in his personal trust as to one-half (1/2) of the Beverly Park home and as to one-half (1/2) of
16
all of his cash, bonds, PSUs, stocks, and other non-real property investments existing at his death;
17
(3) pay all of Sydneys legal fees and costs incurred in her legal action against Heather Naylor; (4) pay
18
all of Sydneys legal fees and costs incurred in any legal action brought against her by any member of
19
Redstones family; and, (5) provide for all of Sydneys daughters financial support and needs for the
20
rest of her life including, but not limited to, paying for her schooling.
21
22
23
93.
Sydney is informed and believes that Redstone denies Sydneys contentions and further
denies that he has any obligation to Sydney whatsoever.

94.
Sydney desires a judicial determination of the parties rights, duties, and obligations with
24
respect to the aforementioned issues as well as a declaration determining the validity of the agreements
25
alleged above.
26
FIFTH CAUSE OF ACTION
27
(Imposition of Constructive Trust)
28
95.
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CROSS-COMPLAINT
1
2
3
4

96.
Sydney and Redstone were in an intimate committed relationship for approximately five
years and cohabitated from June 2011 until September 2015.

97.
Commencing in or around June 2011, Redstone and Sydney entered into an implied
contract, with Redstone repeatedly promising to Sydney, by both words and conduct, that he would
(1) provide for all of Sydneys financial support and needs for the rest of her life in the same style and
manner that was established during the parties relationship; (2) include her as a beneficiary in his
personal trust as to one-half (1/2) of the Beverly Park home and as to one-half (1/2) of all of his cash,
bonds, PSUs, stocks, and other non-real property investments existing at his death; (3) pay all of
10
Sydneys legal fees and costs incurred in her legal action against Heather Naylor; (4) pay all of Sydneys
11
legal fees and costs incurred in any legal action brought against her by any member of Redstones
12
family; and, (5) provide for all of Sydneys daughters financial support and needs for the rest of her life
13
including, but not limited to, paying for her schooling.
14
98.
15
16
17
18
19
20
21
22
23
24
25
26
99.

100.

101.
27
28
thereof.
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CROSS-COMPLAINT
102.
daughter) and has changed his estate plan to omit Sydney as a beneficiary. Redstone has also failed to
pay all of Sydneys legal fees and costs in her lawsuit against Heather Naylor. Redstone, therefore, is in
breach of the parties implied contract.
103.
By failing to provide the promised support to Sydney, and by failing to pay legal fees and
costs that Sydney incurred in her lawsuit against Heather Naylor, Redstone is in possession of monies
that are owed to Sydney and, as such, has gained and continued to detain monies that rightfully belong
to Sydney.
10
11
104.
Redstone is thereby an involuntary trustee of the monies owed to Sydney and that
rightfully belong to Sydney.
12
SIXTH CAUSE OF ACTION
13
(Specific Performance)
14
15
16
105.

106.
From 2010 through September 2015, Sydney and Redstone were in an intimate
17
confidential relationship that lasted for approximately five years. During that period, they cohabitated
18
from June 2011 until September 2015.
19
107.
Commencing in or around June 2011, Redstone and Sydney entered into an implied
20
contract, with Redstone repeatedly promising to Sydney, by both words and conduct, that he would
21
(1) provide for all of Sydneys financial support and needs for the rest of her life in the same style and
22
manner that was established during the parties relationship; (2) include her as a beneficiary in his
23
personal trust as to one-half (1/2) of the Beverly Park home and as to one-half (1/2) of all of his cash,
24
bonds, PSUs, stocks, and other non-real property investments existing at his death; (3) pay all of
25
Sydneys legal fees and costs incurred in her legal action against Heather Naylor; (4) pay all of Sydneys
26
legal fees and costs incurred in any legal action brought against her by any member of Redstones
27
family; and, (5) provide for all of Sydneys daughters financial support and needs for the rest of her life
28
including, but not limited to, paying for her schooling.

32
CROSS-COMPLAINT
108.
9
10
11
12
13
109.

110.

111.
14
15
thereof.
16
112.
17
18
daughter) and has changed his estate plan to omit Sydney as a beneficiary of his personal trust. Redstone
19
has also failed to pay all of Sydneys legal fees and costs in her lawsuit against Heather Naylor.
20
Redstone, therefore, is in breach of the parties implied contract.
21
113.
Because Redstone has changed his estate plan to omit Sydney as a beneficiary, he is in
22
breach of his implied contract with Sydney. Sydney has no adequate remedy at law to compensate for
23
the detriment suffered by her as a result of Redstones breach in that the amount promised to her by
24
Redstone at his death one-half (1/2) of the Beverly Park house plus one-half (1/2) of all of his cash,
25
bonds, PSUs, stocks, and other non-real property investments existing at Redstones death cannot be
26
ascertained until after Redstone dies.
27
28
114.
Because there is no adequate remedy law, specific performance by Redstone of his
promise to include Sydney as a beneficiary in his personal trust as to one-half (1/2) of the Beverly Park
33
CROSS-COMPLAINT
house plus one-half (1/2) of all of his cash, bonds, PSUs, stocks, and other non-real property investments
existing at his death is warranted.
PRAYER FOR RELIEF
WHEREFORE, Sydney prays this Court to enter judgment:
1.
For damages according to proof;
2.
That Redstone be ordered to pay Sydney a reasonable sum per month, according to proof,
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as and for the support and maintenance of Sydney (and Sydneys daughter);
3.
That the Court order Redstone to execute an amendment to his personal trust adding
Sydney as a beneficiary as to one-half (1/2) of the Beverly Park house plus one-half (1/2) of all of
Redstones cash, bonds, PSUs, stocks, and other non-real property investments existing at his death;
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4.
For a declaration of the parties rights, duties, and obligations;
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5.
For costs of suit;
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6.
For punitive and exemplary damages; and
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7.
For such other and further relief as the Court may deem appropriate.
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DEMAND FOR JURY TRIAL

Sydney hereby demands a jury trial.
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DATED: December 12, 2016
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J V
tu--
;------
C'"MARK HLSCHER
SIERRA ELIZABETH
Counsel for Cross-Complainant
Sydney Holland
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CROSS-COMPLAINT
PROOF OF SERVICE
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I, Laura Bay, am employed in the County of Los Angeles, State of California. I am over the
age of 18 and not a party to the within action. My business address is 333 South Hope Street, Los
Angeles, California 90071.
On December 12, 2016, the foregoing document was served on the interested parties in this
action as follows:
[
] By causing a copy of the document to be personally served by hand to the person at
the addresses set forth below
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[ X ] By placing the document listed above in a sealed envelope with postage thereon fully
prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am
familiar with the firm's practice of collection and processing correspondence for mailing. Under that
practice it would be deposited with the United States Postal Service on that same day with postage
thereon fully prepaid in the ordinary course of business.
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Robert Klieger
Marshall Camp
Andrew Walsh
HUESTON HENNIGAN LLP
523 West 6th Street, Suite 400
Los Angeles, CA 90014
Telephone: (213) 788-4370
Ronald Richards
Nicholas Bravo
THE LAW OFFICES OF RONALD RICHARDS
& ASSOCIATES, A.P.C.
P.O. Box 11480
Beverly Hills, CA 90213
Telephone: (310) 556-1001
Attorneys for PlaintiffSumner M. Redstone
Attorneys for Defendant, Manuela Herzer
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[ X ] (STATE) 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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PROOF OF SERVICE

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m

Superior Cotut ot California

Mark Holscher (SBN 139582)

Counsel for Defendant

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

Case No. BC638054

MANUELA HERZER, SYDNEY

Complaint Filed: October 25, 2016

DEFENDANT SYDNEY HOLLANDS ANSWER

contained in the Complaint.

intelligent, funny, and who shared Redstones Jewish faith.

moment with each other.

She happily accepted.

accounts, a close family unit.

Sydney took on all the duties of a fiance and eventual wife

Redstones active and effective involvement in these complex business affairs:

After conducting a performance based evaluation, the Compensation Committee rewarded

financial position and continued to strengthen its overall business.

of Redstones granddaughter, Keryn Redstone:

ensure his wishes were carried out after his death:

Nevertheless, Redstone tries to protect Sydney from Shari

bond that she always wished for.

potential claims she had against Sydney:

Chairman of Viacom and CBS.

Redstone gave money and gifts to many other women

than provide sexual favors.

way of example, just while Sydney was living with Redstone:

He later slept with her sister, who he gave approximately $6 million;

He gave another mistresswho claimed to be a modelover $7 million;

He gave a friend of his grandsons girlfriend a job at Showtime and approximately $6

He gave another mistress approximately $1.5 million;

He gave an ex-fiance and Paramount employee an undisclosed amount; and

presently identifiablefrom coming forward, is unclear.

the only woman that he truly loved. She believed him.

shortly after Redstone requested to see Sydneys daughter a second time.

supplement the affirmative defenses accordingly.

SECOND AFFIRMATIVE DEFENSE

THIRD AFFIRMATIVE DEFENSE

(Setoff and Recoupment)

Sydney is entitled to recoupment for the reasonable value of services provided.

FOURTH AFFIRMATIVE DEFENSE

FIFTH AFFIRMATIVE DEFENSE

SIXTH AFFIRMATIVE DEFENSE

SEVENTH AFFIRMATIVE DEFENSE

(Failure to State a Cause of Action on Which Relief May Be Granted)

EIGHTH AFFIRMATIVE DEFENSE

(Failure to Plead Fraud with Particularity)

NINTH AFFIRMATIVE DEFENSE

(Acquiescence and Waiver)

respecting the matters that are the subject of the Complaint.

TENTH AFFIRMATIVE DEFENSE

ELEVENTH AFFIRMATIVE DEFENSE

(No Entitlement to Punitive Damages)

should be dismissed as a matter of law.

TWELFTH AFFIRMATIVE DEFENSE

(Unconstitutional Fine or Penalty)

THIRTEENTH AFFIRMATIVE DEFENSE

to change his position causing substantial harm to Sydney.

FOURTEENTH AFFIRMATIVE DEFENSE

(Acts of Third Parties)

FIFTEENTH AFFIRMATIVE DEFENSE

SIXTEENTH AFFIRMATIVE DEFENSE