AJD2

1 PAUL D. MURPHY (State Bar No.
159556)
pmurphy@murphyrosen.com
2 DANIEL N. CSILLAG (State Bar No. 266773)
dcsillag@murphyrosen.com
3 MURPHY ROSEN LLP
100 Wilshire Boulevard, Suite 1300
4 Santa Monica, California 90401-1142
Telephone: (310) 899-3300
5 Facsimile: (310) 399-7201
6 Attorneys for Defendant and

Cross-Complainant Angelina Jolie
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT
10
WILLIAM B. PITT, an individual, and CASE NO. 22STCV06081
11 MONDO BONGO, LLC, a California
limited liability company, [Hon. Lia Martin]
12
TELEPHONE 310-899-3300; FACSIMILE 310-399-7201
Plaintiffs, DEFENDANT AND CROSS-

100 WILSHIRE BOULEVARD, SUITE 1300
13 COMPLAINANT ANGELINA JOLIE’S

MURPHY ROSEN LLP
SANTA MONICA, CA 90401-1142
vs. REPLY IN SUPPORT OF DEMURRER TO

14 SECOND AMENDED COMPLAINT
ANGELINA JOLIE, an individual, and
15 NOUVEL, LLC, a California limited Date: November 15, 2023
liability company, Time: 8:30 a.m.
16 Dept: 16
Defendants.
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18 AND RELATED CROSS ACTIONS. Reservation ID: 269966417033
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PRINTED ON RECYCLED PAPER

JOLIE’S REPLY IN SUPPORT OF DEMURRER TO SECOND AMENDED COMPLAINT
1 TABLE OF CONTENTS
2
I. INTRODUCTION ....................................................................................................................... 5
3
4 II. LEGAL ARGUMENT ............................................................................................................... 5
5 A. Pitt’s Implied Contract Claim Fails For Failure To Plead Mutual Assent........................... 5
6 B. Pitt’s Implied Contract Claim Fails For Uncertainty. .......................................................... 7
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C. Pitt’s Implied Contract Claim Violates The Statute of Frauds. ........................................... 8
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D. Pitt’s Quasi-Contract Claim Is Meritless. .......................................................................... 10
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10 E. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law. ............................. 11
11 1. Mondo Bongo’s Alter Ego Allegations Fail. ................................................................. 11

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2. The Implied Covenant Claim Fails on the Merits. ......................................................... 12
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F. Jolie Is Not Subject To Luxembourgish Law. ................................................................... 14

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G. Mondo Bongo’s Interference With Contract Claim Fails. ................................................. 15
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16 H. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails. .................. 15
17 I. Plaintiffs’ Constructive Trust Claim Also Fails................................................................. 16

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III. CONCLUSION ....................................................................................................................... 16
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-2- PRINTED ON RECYCLED PAPER

1 TABLE OF AUTHORITIES
2 Page(s)
3 Cases
4 Alderson v. Alderson,
5 180 Cal.App.3d 450 (1986) ..................................................................................................... 6
6 Arcade County Water Dist. v. Arcade Fire Dist.,

6 Cal.App.3d 232 (1970) ......................................................................................................... 6
7
Estate of Baglione,
8 65 Cal.2d 192 (1966) ............................................................................................................... 8
9 Byrne v. Laura,
52 Cal.App.4th 1054 (1997) .................................................................................................... 8
10
11 Grant v. Long,
33 Cal.App.2d 725 (1939) ....................................................................................................... 6
12
Greenspan v. LADT, LLC,

13 191 Cal.App.4th 486 (2010) .................................................................................................. 12

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14 Guz v. Bechtel National, Inc.,

24 Cal.4th 317 (2000) ...................................................................................................... 13, 14
15
Hirsch v. Bank of Am.,
16
107 Cal.App.4th 708 (2003) .................................................................................................... 9
17
Kohn v. Kohn,
18 95 Cal.App.2d 708 (1950) ..................................................................................................... 12
19 Maglica v. Maglica,
66 Cal.App.4th 442 (1998) ...................................................................................................... 6
20
McBride v. Boughton,
21
123 Cal.App.4th 379 (2004) .................................................................................................. 10
22
Mieuli v. DeBartolo,
23 2001 U.S. Dist. Lexis 22518 (N.D. Cal. Jan. 16, 2001)....................................... 12, 13, 14, 15
24 Mireskandari v. Gallagher,
59 Cal.App.5th 346 (2020) .................................................................................................... 15
25
Reeder v. Specialized Loan Srvg. LLC,
26 52 Cal.App.5th 795 (2020) ...................................................................................................... 7
27
Richardson v. La Rancherita,
28 98 Cal.App.3d 73 (1979) ....................................................................................................... 14

1 Rutherford Holdings, LLC v. Plaza Del Rey,
223 Cal.App.4th 221 (2014) ............................................................................................ 11, 12
2
Smyth v. Berman,
3 31 Cal.App.5th 183 (2019) ...................................................................................................... 8
4
Thrifty Payless, Inc. v. The Americana at Brand, LLC,
5 218 Cal.App.4th 1230 (2013) ................................................................................................ 14
6 Tukes v. Richard,
81 Cal.App.5th 1 (2022) ........................................................................................................ 11
7
Unilab Corp. v. Angeles-IPA,
8 244 Cal.App.4th 622 (2016) .............................................................................................. 7, 10
9 Washington Mutual Bank v. Superior Court,
10 24 Cal.4th 906 (2001) ...................................................................................................... 14, 15
11 Yung v. Woods,
218 Cal.App.2d 506 (1963) ..................................................................................................... 8
12
Statutes
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California Civil Code § 1598 ......................................................................................................... 7

14
California Corporations Code § 17703.04 ................................................................................... 11
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California Corporations Code § 17704.01 ................................................................................... 11
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17 Other Authorities
18 California Rules of Court 8.500 ................................................................................................... 14
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1 I. INTRODUCTION
2 Despite an 18-page opposition, a 54-page Second Amended Complaint (“SAC”), and 224
3 paragraphs of allegations, plaintiff William B. Pitt still cannot identify conduct that objectively
4 demonstrates that defendant Angelina Jolie granted him the specific, unqualified, and everlasting
5 consent right in her property he now claims to have. By their nature, implied contracts reflect
6 simple agreements where the parties’ actions easily and unambiguously demonstrate the terms of
7 the contract. Here, Pitt’s identified conduct merely demonstrates the unremarkable fact that he
8 worked on his “passion” to the benefit of himself, Jolie, and their family. But that work does not
9 demonstrate the Jolie gave Pitt a consent right or the terms governing any consent right. How
10 long did the supposed consent right last? What conditions, if any, could be placed on that
11 consent right? Did the consent right survive separation? From the SAC, nobody knows.
12 Overlaid with Pitt’s express rejection of the very concept of agreed “precise terms” just days
13 before the couple purchased Miraval in 2008 (SAC ¶47), the implied contract claim is not just
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14 legally infirm, but frivolous. None of Pitt’s other claims survive demurrer either.
15 II. LEGAL ARGUMENT
16 A. Pitt’s Implied Contract Claim Fails For Failure To Plead Mutual Assent.
17 Pitt’s opposition concedes that even implied contracts require mutual assent measured by
18 “the outward manifestations or expressions of the parties.” (Opp. at 12.) Mutual assent is most
19 often evidenced by offer and acceptance, and the SAC fails to allege any conduct by Jolie that an
20 objective observer would view as an offer to give Pitt an unqualified consent right in her share of
21 the property forever. (See Demurrer at 13.) Pitt’s opposition concedes the SAC does not plead
22 offer and acceptance, but claims offer and acceptance are not always necessary. (Opp. at 12.)
23 He also argues that there is no requirement that a plaintiff accept, rather than make, an offer.
24 (Id.) In the abstract Pitt is correct, but here, Pitt claims he received (i.e. accepted) a consent right
25 from Jolie. To accept a right from Jolie necessarily means that Jolie must have offered it to him.
26 When and how did Jolie do that? What conduct evidences it? The SAC is silent on these points.
27 Jolie also emphasized Pitt’s damning admission that, in 2008, just before purchasing
28 Miraval, he informed Jolie of “his belief that a written agreement predetermining the precise

1 terms of a future sale of the couple’s family home and family business was ‘not necessary for
2 two reasonable people.’” (SAC ¶47.) Pitt’s only response to his allegation is that the rejection is
3 still potentially “consistent with” a later-agreed consent right. (Opp. at 13.) But if that is Pitt’s
4 theory, he had to allege later conduct by Jolie demonstrating the scope and extent of that right.
5 Pitt never identifies any. Pitt may not need to prove a “simultaneous” meeting of the minds
6 (Opp., at 12 n.3), but he still must identify when a contract was finally formed. He never does.
7 The best Pitt can offer is that Jolie “manifested assent” by (1) jointly purchasing Miraval
8 as their family home; (2) “accepting” Pitt’s investments in Miraval after Jolie could not afford to
9 do so; and (3) “accepting” Pitt’s transfer of 10% of Miraval. (Opp. at 10–11.) Accepting these
10 allegations as true, they do not establish that, in return, Jolie granted Pitt a consent right. Nor
11 does Pitt explain how Jolie knew that by “accepting” these benefits, she was granting him a
12 consent right that would survive their relationship. This is the SAC’s fundamental failing—it
13 never pleads Jolie’s wordless yet objective conduct that granted Pitt these specific rights.
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14 None of Pitt’s cases are to the contrary, as they reflect situations where the conduct
15 reflected a clear and simple implied contract. In Grant, a hotel owner and his wife lived in the
16 hotel’s suite for free and received free room service—for fifteen years and then another five
17 years after the husband died. Grant v. Long, 33 Cal.App.2d 725, 736 (1939). The hotel’s
18 manager purchased half of the hotel on condition that the couple would continue receiving these
19 free perks for the rest of their lives, which the manager admitted in his testimony. Id. at 738.
20 Unsurprisingly, the twenty years of providing free accommodations and meals, coupled with the
21 manager’s express admission easily demonstrated a clear implied contract. Id. at 738–39.
22 In Alderson, an unmarried couple cohabitated for twelve years, acquired numerous
23 properties, maintained joint bank accounts, and filed joint tax returns. Alderson v. Alderson, 180
24 Cal.App.3d 450, 456 (1986). When the man expelled the woman, she filed a Marvin claim
25 alleging an implied agreement to share equally in property acquired during their relationship. Id.
26 at 458–59. Based on the uncontested conduct, the Court of Appeal found a similarly simple and
27 clear implied contract to share property equally. Id. at 461; compare Maglica v. Maglica, 66
28 Cal.App.4th 442, 447 (1998) (unmarried couple holding themselves out as married and sharing a

1 surname do not by themselves establish implied contract to share assets).
2 As for Arcade County Water Dist. v. Arcade Fire Dist., 6 Cal.App.3d 232, 235–36
3 (1970), the implied contract was also simple: fire districts stated they were rejecting a fee
4 increase, yet continued accepting water and hydrant services and then refused to pay for them.
5 The court found that their continued acceptance formed an implied contract to pay for the water.
6 Id. at 237. While it is true that the fire districts first rejected the request to pay, their acceptance
7 of the specific services demonstrated the contract to pay for those services. Here, Pitt is not
8 arguing that Jolie has to pay for his work; he is instead arguing that his work bettering the
9 property for their family somehow manifested Jolie’s assent to granting him a very special type
10 of contractual right—a perpetual consent right limiting to whom Jolie could sell the property,
11 even if the couple split. If Pitt is going to allege such a claim, he must allege conduct by Jolie
12 that demonstrates Jolie’s offer of that type of contract and with those terms. He never does it.
13 Instead, Pitt can only muster later, divorce settlement negotiations that are supposedly
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14 “consistent with” a consent right: “I agree it all has to go if it goes,” and “I will only take what I
15 put in.” (Opp. at 11 (quoting SAC ¶¶64-65).) But there is no connection between these
16 statements and acknowledging a consent right. Agreeing they had to sell both the chateau and
17 winery does not mean “I won’t sell my half without your consent.” The same is true for the
18 second statement—taking only what you put in says nothing about whether a separate consent
19 right exists. Pitt’s arguments to the contrary are complete non-sequiturs.
20 To survive demurrer, Pitt was required to identify Jolie’s specific conduct that granted
21 him a consent right in her property without restriction and forever. Despite three chances to
22 allege such conduct, he has been unable to do so.
23 B. Pitt’s Implied Contract Claim Fails For Uncertainty.
24 Just like an express contract, “an implied-in-fact contract requires an ascertained
25 agreement of the parties.” Unilab Corp. v. Angeles-IPA, 244 Cal.App.4th 622, 636 (2016).
26 “Where a contract is so uncertain and indefinite that the intention of the parties in material
27 particulars cannot be ascertained, the contract is void and unenforceable.” Reeder v. Specialized
28 Loan Srvg. LLC, 52 Cal.App.5th 795, 802-03 (2020); Civil Code § 1598 (“vaguely expressed”

1 and “wholly unascertainable” contract “is void.”) Here, Pitt fails to allege any conduct from
2 which the Court can do anything other than speculate as to the nature of the contract’s terms.
3 When that happens, there is no contract at all.
4 C. Pitt’s Implied Contract Claim Violates The Statute of Frauds.
5 Pitt’s implied contract claim also violates the statute of frauds (“SOF”). Pitt does not
6 even dispute that the SOF applies. Instead, he argues that, under California law, pleading
7 estoppel alone permits the claim to beat any demurrer. (Opp. at 13–15.) Pitt is wrong. For over
8 50 years, California courts have rejected estoppel arguments as a matter of law on demurrer. See
9 Estate of Baglione, 65 Cal.2d 192, 197–98 (1966) (rejecting unconscionable injury and unjust
10 enrichment defenses to SOF as a matter of law on demurrer); Smyth v. Berman, 31 Cal.App.5th
11 183, 199 (2019) (estoppel allegations failed as a matter of law on demurrer). In her demurrer,
12 Jolie cited these binding precedents. Pitt never addresses them.

13 Instead, Pitt cites to two cases where the reviewing court concluded that estoppel applied.
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14 But the key difference in both cases is that, without the estoppel, the plaintiffs would have been
15 left with nothing and thus, the injury was unconscionable. See Byrne v. Laura, 52 Cal.App.4th
16 1054, 1059, 1062, 1064 (1997) (a typical Marvin claim, where the husband’s heirs argued that
17 the SOF’s barred her claim to the house, which would have rendered worthless the wife’s years
18 of care to the husband); Yung v. Woods, 218 Cal.App.2d 506, 510, 512–513 (1963) (plaintiff
19 made an oral agreement with the defendant husband to sell real property, the plaintiff took
20 possession of the land and improved it with the defendant wife’s knowledge and consent;
21 defendant estopped to assert the SOF which would have rendered plaintiff’s work worthless).
22 In contrast, when Pitt paid for improvements to the property, he always knew he was only
23 going to retain 50% of that value, and Jolie would immediately receive the other 50% because
24 they were 50-50 co-owners. Whether Jolie later retained the property or sold it, Pitt retained his
25 50% value for his work. At best, Pitt alleges that he lost the expectation of being able to approve
26 the owner of the other half of the property—i.e., he lost the value of his consent right. But as a
27 matter of law, “loss of the benefit of the bargain within the statute” does not establish estoppel.
28 Baglione, 65 Cal.2d at 198. Otherwise, the exception would swallow the rule.

1 In the alternative, Pitt argues that he can prove unconscionable injury by demonstrating
2 an injury to Mondo Bongo. He contends that Mondo Bongo’s transfer of 10% in Miraval to
3 Nouvel in 2013 was made in reliance on Jolie’s implied contract, and that this is a separate
4 unconscionable injury because “Pitt holds 100% of the membership interest in Mondo.” (Opp. at
5 14.) That argument fails for several reasons. First, Pitt does not argue that Mondo Bongo owned
6 any consent right, so any supposed injury to that entity is irrelevant. Second, Pitt cannot pierce
7 his own corporate veil and, of course, he cites no authority for this proposition. Third, even if he
8 could, the written contract consummating the 10% share transfer contains an integration clause
9 with absolutely no reference to any consent right. (RJN, Exh. B, § 13.) Because the integration
10 clause bars Mondo Bongo from relying on any other agreements, it similarly bars Pitt.
11 As for unjust enrichment, in Jolie’s opening brief, she explained how Pitt knew Nouvel
12 was a 50-50 co-owner of Quimicum, and thus knew that each and every time he
13 disproportionally invested money or “sweat equity” into Miraval, 50% of those contributions
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14 automatically benefitted Jolie. Thus, even if Pitt expected to later buyback those benefits, he still
15 would have had to pay Jolie or Nouvel fair market value for them—he would never get them for
16 free. In response, Pitt now pivots, arguing the injustice is Jolie reaping an “unearned windfall”
17 when she sold Nouvel. (Opp. at 14.) But all Jolie did was monetize the value Pitt already gave
18 her. That is not a “windfall” or even an enrichment—it is simply exchanging property for cash. 1
19 The SOF exists to protect parties like Jolie from bogus claims of oral and implied
20 contracts regarding real estate. Enforceable contracts regarding land—such as consent rights or
21 rights of first refusal—must be in writing. By Pitt’s own allegations, he is a sophisticated
22 businessman surrounded by other sophisticated business professionals. In 2008, he expressly
23 disavowed any oral or written agreement regarding how the couple could sell the property in the
24 future. (SAC ¶47.) He cannot now claim that it is unconscionable and inequitable for him not to
25 have the very thing he expressly rejected.
26
27
1
Hirsch v. Bank of Am., 107 Cal.App.4th 708, 722 (2003), merely holds that money to a
28 middleman that flowed from the plaintiffs through to the defendant served as a basis for unjust
enrichment. The money Jolie received neither came from Pitt nor was it heading to Pitt.
1 D. Pitt’s Quasi-Contract Claim Is Meritless.
2 For quasi-contract, in Pitt’s opposition, he concedes that he is not making a claim for
3 compensation or for services rendered. (Opp. at 15.) Instead, he argues that he
4 disproportionately invested in Miraval and transferred to Jolie 10% of his interest, and that later
5 Jolie “unjustly retained these benefits” because Pitt “would not have conferred them absent the
6 couple’s understanding and Jolie’s assurance.” (Opp. at 15.)
7 But Pitt and Jolie were each 50% business owners, and thus every action Pitt took to
8 benefit their home and business, whether through investment or otherwise, also benefitted him.
9 “A person who, incidentally to the performance of his own duty or to the protection or the
10 improvement of his own things, has conferred a benefit upon another, is not hereby entitled to
11 contribution.” See Unilab Corp. v. Angeles-IPA, 244 Cal.App.4th 622, 640 (2016). This rule is
12 not limited to cases where the benefit was “unintended” (Opp. at 16 n.8), and Pitt cites no
13 authority for his made-up rule. 2

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14 Pitt responds that quasi-contract applies because it is unjust for him to have worked so
15 hard on a family home only for Jolie to sell it to a stranger. (Opp. at 16.) But Pitt concedes they
16 divorced. (SAC ¶62.) Couples divorce every day and there is nothing unjust (or even
17 surprising) about an ex-wife selling half of her interest in the couple’s former home. (RJN, Exh.
18 F, FAC ¶52.) The fact that she sold it to someone else is the cost of rejecting a pre-agreement
19 regarding “the precise terms of a future sale.” (SAC ¶47.)
20 Pitt’s quasi-contract claim is also time-barred. In Pitt’s prior FAC, he alleged that in
21 2017, the parties failed to reach an agreement on Pitt’s unequal investments in Miraval after Jolie
22 made unreasonable demands. (RJN Exh. F, FAC ¶55; SAC ¶¶64–67.) In the SAC, Pitt quietly
23 deleted that allegation, but the sham-pleading doctrine forces it back in. The SAC alleges that
24 Jolie made other unreasonable demands in 2019 and suggests that changes the analysis. (SAC
25
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27 2
Moreover, Pitt’s actions benefitted Jolie and their children, and his claim that he is entitled
to be reimbursed for the benefit he conferred on all of them is at best unseemly and may violate
28 public policy. See McBride v. Boughton, 123 Cal.App.4th 379 (2004) (public policy precluded
unjust enrichment claim for support of a non-biological child).
1 ¶77.) It doesn’t. Either way, Pitt waited more than two years to sue. The claim is time barred. 3
2 Finally, the SOF also bars this claim. At footnote 6, Pitt contends that the SOF does not
3 apply to quasi-contract claims, citing Peterson Tractor v. Orlando’s Snack-Mobile Corp., 270
4 Cal.App.3d 787, 791 (1969). But Pitt only gets it half-right. When the SOF applies, it will also
5 bar quasi-contract claims unless the claim falls within an exception to the SOF. See Tukes v.
6 Richard, 81 Cal.App.5th 1, 25 (2022) (quantum meruit permissible only if plaintiff proves
7 exception to SOF). As explained above, Pitt does not fit into any exceptions.
8 E. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law.
9 1. Mondo Bongo’s Alter Ego Allegations Fail.
10 Because Jolie is not a party to the Quimicum Articles, plaintiffs attempt to manufacture a
11 contractual relationship by claiming that Jolie, as Nouvel’s alter ego, breached the covenant of
12 good faith and fair dealing in the Quimicum Articles. (Opp. at 17–19.) But the Corporations
13 Code does not permit alter ego liability to attach to an LLC’s member “solely by reason of the
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14 member acting as a member.” Corp. Code § 17703.04(a)(2). Pitt’s only response to this
15 argument is to call it “contrived,” (Opp. at 19–20), but the statute says what it says. While Pitt
16 attempts an end-run around it by arguing about Nouvel’s sole purpose (to hold Quimicum’s
17 shares), every LLC is obviously going to have a purpose—and in the case of single-member
18 LLCs, the purpose will always be to benefit the single member. But California law recognizes
19 single-member LLCs as legitimate enterprises. Corp. Code § 17704.01(a). Obviously, a single-
20 member LLC with a purpose cannot be a basis for alter ego liability.
21 Because plaintiffs have asserted no factual basis for alter-ego liability beyond this,
22 Mondo Bongo cites Rutherford Holdings, LLC v. Plaza Del Rey, 223 Cal.App.4th 221, 235
23 (2014), for the proposition that alter ego liability need only be pleaded with ultimate facts, but
24 Rutherford’s analysis proves that significantly more is required. In Rutherford, the plaintiff
25
26 3
Nor does Pitt’s new allegation that Jolie supposedly “backed down” from her position that
she was a 50-50 co-owner (SAC ¶78) change the analysis. This new and facially inconsistent
27 allegation was obviously inserted to try to defeat Jolie’s original demurrer and thus also violates
the sham-pleading doctrine (compare the FAC’s paragraph 56 with the SAC’s paragraph 78).
28 But even accepting the allegation, it does not change the fact that Jolie continuously rejected any
form of compensation for Pitt’s efforts, thereby triggering the statute of limitations.
1 pleaded seven alter-ego factors, including critical allegations that the entity was undercapitalized,
2 failed to abide by the formalities of corporate existence, and that the individual used corporate
3 assets as her own. Id. In that context, the court noted the plaintiff need not plead more
4 evidentiary facts supporting these conclusions and emphasized the defendant in that case had
5 superior knowledge, which lessened the plaintiff’s burden to plead specifically. Id. at 326.
6 Courts generally analyze more than fourteen factors to find alter ego, see Greenspan v.
7 LADT, LLC, 191 Cal.App.4th 486, 512–13 (2010) (listing factors), but Mondo Bongo alleges just
8 one—that Jolie used Nouvel as a shell. A “shell” is a company that has no assets of its own and
9 instead acts as a pass-through to the individual (i.e., an empty shell). But the SAC specifically
10 alleges that Nouvel does have significant assets—50% of Quimicum’s shares worth tens of
11 millions of dollars. (SAC ¶111.) The SAC also admits that Nouvel made loans to Quimicum,
12 meaning Nouvel is its creditor. (Id.) That is hardly an empty shell. Moreover, though
13 undercapitalization is by far the most important alter-ego factor, Mondo Bongo does not allege
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14 that Nouvel was undercapitalized or cannot pay its debts. (Id. at ¶165.)
15 Mondo Bongo also fails to plead any injustice that would result from recognizing the
16 corporate form. It cites Kohn for the proposition that alter-ego liability attaches when using the
17 corporation to circumvent an agreement, (Opp. at 20), but Pitt’s citation to the law is again
18 inaccurate. In Kohn, an ex-husband who owed alimony payments pursuant to a settlement
19 agreement proudly stood in open court and admitted he formed a corporation and transferred his
20 assets to it for the express purpose of avoiding his alimony payments. Kohn v. Kohn, 95
21 Cal.App.2d 708, 719–20 (1950). Pitt does not allege that Jolie formed Nouvel for the sole
22 purpose of avoiding her contractual obligations. Quite the contrary, Pitt alleges that Jolie formed
23 Nouvel in 2008, (SAC ¶33), and then Nouvel and Mondo Bongo signed the Quimicum Articles
24 five years later in 2013. (Id. at ¶44.) Most importantly, Mondo Bongo concedes that Nouvel has
25 substantial assets and can pay its debts. There is no injustice either.
26 2. The Implied Covenant Claim Fails on the Merits.
27 Pitt’s claim of breach of the implied covenant independently fails on the merits. Without
28 any California cases to assist it, Mondo Bongo discusses an Oregon case extensively and then a

1 California district court case applying it, Mieuli v. DeBartolo, and then asserts a sweeping rule
2 that something called “anti-transfer rights” cannot be circumvented by selling a parent-level
3 entity. (Opp. at 17.) But to create this rule, Mondo Bongo egregiously misquotes Mieuli. The
4 full quote establishes exactly why Mondo Bongo’s theory fails.
5 In Mieuli, an agreement gave the plaintiff “tag-along” rights if his limited partner,
6 DeBartolo, sold his interest in the San Francisco 49ers: “If DeBartolo, at any time, sells all of his
7 interest in the San Francisco 49ers, Limited, Mieuli may [sell] to the same purchaser and on the
8 same terms and conditions.” Mieuli v. DeBartolo, 2001 U.S. Dist. Lexis 22518, at *4 (N.D. Cal.
9 Jan. 16, 2001). DeBartolo sold a company that indirectly owned “his interest,” and Mieuli sued
10 for breach of contract and the implied covenant. In denying the motion to dismiss, the district
11 court held the term “his interest” was ambiguous as it could mean either a direct or indirect
12 interest—an ambiguity that could not be resolved at that stage. Id. at *16. The court reasoned:
13 “where an agreement does not specifically state that the right of first refusal applies
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to transfers of stock ownership, the court must look to extrinsic evidence to

14 determine what the intentions of the parties to the agreement were and whether the
defendant[s] were seeking to circumvent that agreement.”
15
16 Id. at *22 (Emphasis added). Incredibly, Mondo Bongo’s opposition quotes this passage but
17 deceptively starts after the critical portion about restrictions on stock ownership. (Opp. at 18:9–
18 11.)
19 In direct contrast to Mieuli, the Quimicum Articles do specifically state that Mondo
20 Bongo’s right of first refusal applies to transfers of stock ownership: “Shares (parts sociales)
21 may not be transferred inter vivos to non-shareholders unless shareholders representing at least
22 three-quarters of the corporate share capital shall have agreed thereto.” (SAC at p. 61, § 5.4.3.)
23 That restriction is an unambiguous restriction on the transfer of Quimicum’s shares—nothing
24 more, nothing less. Under the express holding in Mieuli, the implied covenant does not restrict
25 the sale of Nouvel. Mieuli, 2001 U.S. Dist. Lexis 22518, at *22.
26 Thus, the California Supreme Court’s binding rule applies: “The covenant thus cannot be
27 endowed with an existence independent of its contractual underpinnings” and “cannot impose
28 substantive duties or limits on the contracting parties beyond those incorporated in the specific

1 terms of their agreement. Guz v. Bechtel National, Inc., 24 Cal.4th 317, 349-50 (2000). Under
2 Guz and, ironically, Mieuli, Pitt’s breach of the covenant claim fails as a matter of law. 4
3 F. Jolie Is Not Subject To Luxembourgish Law.
4 Mondo Bongo concedes that Jolie has not contractually agreed to be governed by
5 Luxembourgish law, and in its Opposition, makes no reference to a contractual choice-of-law
6 clause. (See Opp. at 20–21.) Instead, Mondo Bongo claims that it can invoke the law of any
7 nation in the world so long as it “timely invokes” that law. (Id. at 20.) According to Mondo
8 Bongo, a Californian is subject to the laws of any nation in the world regardless of whether that
9 person even has ever been there. Not surprisingly, Mondo Bongo’s rule is contrary to law.
10 Instead, the California Supreme Court instructs that absent a contractual choice-of-law
11 provision, when “the action involves the claims of residents from outside of California, the trial
12 court may analyze the governmental interests of the various jurisdictions involved to select the
13 most appropriate law.” Washington Mutual Bank v. Superior Court, 24 Cal.4th 906, 915 (2001)
MURPHY ROSEN LLP
14 (emphasis added). Here, Pitt, Jolie, Mondo Bongo, and Nouvel are all Californians and
15 California entities. This claim does not involve foreign residents, and per Washington Mutual’s
16 statement of the law, that ends the inquiry. Mondo Bongo’s only response is to call the Supreme
17 Court’s statement of the law “dicta.” (Opp. at 20.) That is dead wrong. The California Supreme
18 Court’s function is “to secure uniformity of decision or to settle an important question of law.”
19 (C.R.C. 8.500(b)(1).) The statement of the law in Washington Mutual is binding on this Court.
20 But even if Mondo Bongo could invoke Luxembourgish law, “California follows a three-
21 step ‘governmental interest analysis,’”—an analysis Mondo Bongo (as the asserting party) was
22 required to, but did not, conduct in its Opposition. Mondo Bongo did not even bother to conduct
23 the first step of that analysis requiring the proponent to show how foreign law “materially differs
24
25
4
Mondo Bongo cites two California cases but neither is relevant. In Thrifty, a lessee alleged
26 that its landlord breached the implied covenant in a lease by improperly excising its discretion to
allocate costs between retail and non-retail space. Thrifty Payless, Inc. v. The Americana at
27 Brand, LLC, 218 Cal.App.4th 1230, 1244 (2013). And Richardson, cited by Mondo Bongo in a
footnote (Opp. at 18 n.10), did not even consider a breach of the implied covenant. Richardson
28 v. La Rancherita, 98 Cal.App.3d 73, 80 (1979).

1 from the law of California.” Washington Mutual, 24 Cal.4th at 919; see also Mireskandari v.
2 Gallagher, 59 Cal.App.5th 346, 363 (2020) (proponent of U.K. law failed first step by failing to
3 show whether California law “is the same or different”). Mondo Bongo fails the test from the
4 outset. This is a case between Californians in California. Luxembourgish law does not apply.
5 G. Mondo Bongo’s Interference With Contract Claim Fails.
6 Mondo Bongo defends this claim on two grounds. First, it claims that Jolie caused
7 Nouvel to “rob” Mondo Bongo of its right of first refusal under the Quimicum Articles. (Opp. at
8 21.) But as explained in Section II.E, the Quimicum Articles are specific and exacting in what
9 they prohibit: the transfer of “shares.” Nouvel did not transfer any shares, so there is no
10 “robbery” even under Mondo Bongo’s authority. Mieuli, 2001 U.S. Dist. Lexis 22518, at *22.
11 Second, Mondo Bongo argues it is no longer in a “family partnership” but partnered with
12 a “global spirits conglomerate” that “interfered with Quimicum’s governance.” (Opp. at 21–22.)
13 But Mondo Bongo fails to cite a single provision in the Quimicum Articles that Jolie made more
MURPHY ROSEN LLP
14 difficult or expensive to perform. While Mondo Bongo complains that “the right of first refusal
15 was designed to prevent . . . conflicted management,” (Id. at 22), Mondo Bongo and Nouvel are
16 still both 50% shareholders, just as they were when Jolie owned Nouvel. That potential for
17 conflict already existed and is inherent in any 50-50 ownership. Management disputes between
18 50-50 partners is not actionable interference. Mondo Bongo cites no authority to the contrary.
19 H. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails.
20 Plaintiffs concede they must allege an independently wrongful act to support their
21 interference with prospective economic advantage claim and, in their Opposition, they assert
22 only one: the violation of Luxembourgish law to support this element. As explained above in
23 Section II.F, Jolie is not subject to Luxembourgish law. This claim fails for this reason alone.
24 But the claim fails for other reasons. To establish an existing economic relationship, both
25 Mondo Bongo and Pitt were required to allege an existing economic relationship with at least
26 one of the four parties identified in this claim—Chateau Miraval, Miraval Provence, Familles
27 Perrin, and Marc Perrin. (SAC ¶212.) Yet Mondo Bongo does not identify a single past or
28 existing contractual relationship with any of them. That ends the issue for Mondo Bongo.

1 As for Pitt, he cites paragraphs 51–61, 68–76 of the SAC for the proposition that he had a
2 separate partnership agreement with Marc Perrin centered on Pitt’s image, but those allegations
3 actually state, “Pitt and Perrin viewed Miraval Provence as a partnership between families,” and
4 paragraph 54 explains that Miraval Provence was the name of the joint venture between
5 “Chateau Miraval, S.A. and Familles Perrin.” (SAC ¶¶54–55 (emphasis added).) The SAC does
6 not allege a separate partnership between Pitt and Perrin distinct from Miraval Provence.
7 As for Pitt’s endorsement agreement, Pitt alleges he agreed that Miraval Provence “could
8 use Pitt’s own name and image to advance the Miraval brand, without seeking his market-rate
9 endorsement fees” (SAC ¶71) and argues Jolie’s actions made his endorsement deal “more
10 costly” and “burdensome.” But these quoted allegations (Opp. at 23) are not found anywhere in
11 the SAC. Nor would such an allegation make any sense. Pitt’s self-interested endorsement deal
12 is between him and the very companies he and Perrin control. Pitt does not allege that he is
13 unable to endorse the Miraval brand or that his endorsement compensation has changed or will
MURPHY ROSEN LLP
14 change as a result of Nouvel’s sale. Nor does Pitt allege any other damages expressly tied to his
15 “endorsement agreement.” (See SAC ¶¶212-218.) All Pitt really alleges is that a fellow indirect
16 co-owner of the joint venture changed. That is not interference.
17 I. Plaintiffs’ Constructive Trust Claim Also Fails.
18 Finally, plaintiffs offer no meaningful rebuttal to Jolie’s argument that neither Pitt nor
19 Mondo Bongo will ever have a right to Nouvel’s shares. (Opp. at 23.) Nor do they dispute that
20 Jolie no longer owns Nouvel or its Quimicum shares. (Id.) For both reasons, Pitt has no basis to
21 obtain a constructive trust over anything Jolie owns. It is not a question of whether dismissal of
22 this claim is “premature.” (Id.) It’s a question of whether Pitt’s allegations state any basis for a
23 constructive trust against Jolie. They do not. This “claim” (really remedy) fails too.
24 III. CONCLUSION
25 Pitt’s claims all fail, and the Court should sustain the demurrer without leave to amend.
26 DATED: November 7, 2023 MURPHY ROSEN LLP
27 By:
Paul D. Murphy
28 Daniel N. Csillag
Attorneys for Defendant Angelina Jolie
1 PROOF OF SERVICE
2 I, Christina M. Garibay, declare:
3 I am employed in the County of Los Angeles, State of California. I am over the age of
18 and not a party to this action. My business address is 100 Wilshire Boulevard, Suite 1300,
4 Santa Monica, California 90401-1142, (310) 899-3300.
5 On November 7, 2023, I served the document(s) described as DEFENDANT AND

CROSS-COMPLAINANT ANGELINA JOLIE’S REPLY IN SUPPORT OF
6 DEMURRER TO SECOND AMENDED COMPLAINT on the interested parties in this
action:
7
SEE ATTACHED SERVICE LIST
8
9 BY ELECTRONIC SERVICE: I caused the above-document(s) to be served via the

Los Angeles Superior Court’s electronic service provider, One Legal.
10
BY E-MAIL: Based on a court order or an agreement of the parties to accept service
11 by e-mail or electronic transmission, I caused the documents to be sent to the persons at the
email addresses listed above or on the attached service list. I did not receive within a
12 reasonable time after the transmission, any electronic message or other indication that the
transmission was unsuccessful.

13
MURPHY ROSEN LLP
[State] I declare under penalty of perjury under the laws of the State of California that
14 the above is true and correct.
15
Executed on November 7, 2023, at Santa Monica, California.
16
17
18 Christina M. Garibay
19
20
21
22
23
24
25
26
27
28

PROOF OF SERVICE
1 SERVICE LIST
2 William B. Pitt, et al. v. Angelina Jolie, et al.

Los Angeles Superior Court Case No. 22STCV06081
3
John V. Berlinski Attorneys for Plaintiffs and Cross-
4 BIRD MARELLA BOXER WOLPERT Defendants William B. Pitt, Mondo Bongo,
NESSIM DROOKS LINCENBERG & LLC and Cross-Defendant Warren Grant
5 RHOW, P.C.
6 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
7 T: (310) 201-2100 F: (310) 201-2110
jberlinski@birdmarella.com
8 BTeachout@birdmarella.com
jcherlow@birdmarella.com
9 fwang@birdmarella.com
skosmacher@birdmarella.com
10 KMeyer@birdmarella.com
PYates@birdmarella.com
11 RAttarson@birdmarella.com
12 William Savitt (admitted pro hac vice)

Jonathan Moses (admitted pro hac vice)

13 Sarah K. Eddy (admitted pro hac vice)

MURPHY ROSEN LLP
Adam L. Goodman (admitted pro hac vice)

14
Remy Grosbard (admitted pro hac vice)
15 Jessica L. Allen (admitted pro hac vice)
WACHTELL, LIPTON, ROSEN & KATZ
16 51 West 52nd Street
New York, NY 10019
17 T: (212) 403-1000 F: (212) 403-2000
wdsavitt@wlrk.com
18
jmmoses@wlrk.com
19 skeddy@wlrk.com
algoodman@wlrk.com
20 rkgrosbard@wlrk.com
jlallen@wlrk.com
21
Mark T. Drooks Attorneys appearing specially to challenge
22
BIRD MARELLA, BOXER, WOLPERT, jurisdiction on behalf of Cross-Defendants
23 NESSIM, DROOKS, LINCENBERG & Marc-Olivier Perrin, SAS Miraval
RHOW, P.C. Provence, and SAS Familles Perrin
24 1875 Century Park East, Suite 2300
Los Angeles, CA 90067
25 Tel: (212) 957-7600
mdrooks@birdmarella.com
26
S. Gale Dick (admitted pro hac vice)
27
28

PROOF OF SERVICE
1 COHEN & GRESSER Attorneys appearing specially to challenge
800 Third Ave. jurisdiction on behalf of Cross-Defendants
2 New York, NY 10022 Marc-Olivier Perrin, SAS Miraval
sgdick@cohengresser.com Provence, and SAS Familles Perrin
3
6
Joe H. Tuffaha Attorneys for Defendant and Cross-
7 Prashanth Chennakesavan Complainant Nouvel, LLC and appearing
LTL ATTORNEYS LLP specially to challenge jurisdiction on
8 300 South Grand Avenue Suite 1400 behalf of Defendant Tenute del Mondo
Los Angeles, CA 90071 B.V., SPI Group Holding, Ltd., Yuri
9 T: (213) 612-8900 F: (213) 612-3773 Shelfer and Alexey Oliynik
joe.tuffaha@ltlattorneys.com
10
prashanth.chennakesavan@ltlattorneys.com
11
Keith R. Hummel
12 Justin C. Clarke
Jonathan Mooney
13 CRAVATH SWAINE AND MOORE LLP

MURPHY ROSEN LLP
825 Eighth Avenue

14
New York, NY 10019
15 T: (212) 474-1000 F: (212) 474-3700
khummel@cravath.com
16 jcclarke@cravath.com
jmooney@cravath.com
17
18
19
20
21
22
23
24
25
26
27
28

PROOF OF SERVICE

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1 PAUL D. MURPHY (State Bar No.

6 Attorneys for Defendant and

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT

Plaintiffs, DEFENDANT AND CROSS-

13 COMPLAINANT ANGELINA JOLIE’S

vs. REPLY IN SUPPORT OF DEMURRER TO

18 AND RELATED CROSS ACTIONS. Reservation ID: 269966417033

PRINTED ON RECYCLED PAPER

4 II. LEGAL ARGUMENT ............................................................................................................... 5

10 E. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law. ............................. 11

11 1. Mondo Bongo’s Alter Ego Allegations Fail. ................................................................. 11

F. Jolie Is Not Subject To Luxembourgish Law. ................................................................... 14

16 H. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails. .................. 15

17 I. Plaintiffs’ Constructive Trust Claim Also Fails................................................................. 16

-2- PRINTED ON RECYCLED PAPER

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

Greenspan v. LADT, LLC,

13 191 Cal.App.4th 486 (2010) .................................................................................................. 12

14 Guz v. Bechtel National, Inc.,

-3- PRINTED ON RECYCLED PAPER

California Civil Code § 1598 ......................................................................................................... 7

18 California Rules of Court 8.500 ................................................................................................... 14

-4- PRINTED ON RECYCLED PAPER

15 II. LEGAL ARGUMENT

-5- PRINTED ON RECYCLED PAPER

22 In Alderson, an unmarried couple cohabitated for twelve years, acquired numerous

-6- PRINTED ON RECYCLED PAPER

19 right exists. Pitt’s arguments to the contrary are complete non-sequiturs.

22 allege such conduct, he has been unable to do so.

23 B. Pitt’s Implied Contract Claim Fails For Uncertainty.

24 Just like an express contract, “an implied-in-fact contract requires an ascertained

-7- PRINTED ON RECYCLED PAPER

3 When that happens, there is no contract at all.

4 C. Pitt’s Implied Contract Claim Violates The Statute of Frauds.

10 enrichment defenses to SOF as a matter of law on demurrer); Smyth v. Berman, 31 Cal.App.5th

12 Jolie cited these binding precedents. Pitt never addresses them.

-8- PRINTED ON RECYCLED PAPER

21 rights of first refusal—must be in writing. By Pitt’s own allegations, he is a sophisticated

22 businessman surrounded by other sophisticated business professionals. In 2008, he expressly

25 have the very thing he expressly rejected.

3 compensation or for services rendered. (Opp. at 15.) Instead, he argues that he

6 couple’s understanding and Jolie’s assurance.” (Opp. at 15.)

13 authority for his made-up rule. 2

19 regarding “the precise terms of a future sale.” (SAC ¶47.)

6 Richard, 81 Cal.App.5th 1, 25 (2022) (quantum meruit permissible only if plaintiff proves

8 E. Mondo Bongo’s Implied Covenant Claim Fails As A Matter Of Law.

9 1. Mondo Bongo’s Alter Ego Allegations Fail.

19 single-member LLCs as legitimate enterprises. Corp. Code § 17704.01(a). Obviously, a single-

18 inaccurate. In Kohn, an ex-husband who owed alimony payments pursuant to a settlement

26 2. The Implied Covenant Claim Fails on the Merits.

-12- PRINTED ON RECYCLED PAPER

2 that something called “anti-transfer rights” cannot be circumvented by selling a parent-level

4 full quote establishes exactly why Mondo Bongo’s theory fails.

to transfers of stock ownership, the court must look to extrinsic evidence to

23 That restriction is an unambiguous restriction on the transfer of Quimicum’s shares—nothing

-13- PRINTED ON RECYCLED PAPER

3 F. Jolie Is Not Subject To Luxembourgish Law.

5 Luxembourgish law, and in its Opposition, makes no reference to a contractual choice-of-law

-14- PRINTED ON RECYCLED PAPER

5 G. Mondo Bongo’s Interference With Contract Claim Fails.

19 H. Plaintiffs’ Interference With Prospective Economic Advantage Claim Fails.

-15- PRINTED ON RECYCLED PAPER

16 co-owner of the joint venture changed. That is not interference.