wv ot Ere Sip SUPERIOR COURT OF CALIFORNIA Oe ie COUNTY OF LOS ANGELES ee DEPARTMENT 3 ~ ae FENFATIVE-RULING WILLIAM B. PITT, an individual, et al., Case No.: 22STCV06081 Plaintiffs, . v. LFentative} Ruling on Specially 'Appearing Defendant SPI Group ANGELINA JOLIE, an individual, et al., Holding Limited’s Motion to Quash Service of Stemmons for Lack of [Personal Jurisdiction Defendants Hearing Dats: March 13, 2024 TO PLAINTIFFS WILLIAM B. PITT, MONDO BONGO, LLC, PLAINTIFFS’ ATTORNEYS OF RECORD, SPECIALLY APPEARING DEFENDANT SPI GROUP HOLDING LIMITED, AND THAT DEFENDANT’S ATTORNEYS OF RECORD: Motion to Quash Specially Appearing Defendant SPI Group Holding Limited (“SPI”) moves the Court for an order quashing the service of the Summons and Complaint in the action on the grounds that the Court does not have personal jurisdiction over Defendant.Burden on Motion “When a motion to quash is properly brought, the burden of proof is placed upon the plaintiff to establish the facts of jurisdiction by a preponderance of the evidence.” (Aquila, Inc. v. Sup. Ct. (2007) 148 Cal.App.4th 556, 568.) When a nonresident defendant challenges personal jurisdiction the burden shifts to the plaintiff to demonstrate by a preponderance of the evidence that all necessary jurisdictional criteria are met. (Jewish Defense Org. v. Superior Court (1999) 72 Cal. App. 4th 1045, 1054-1055.) This burden must be met by competent evidence in affidavits and authenticated documentary evidence. (Id. at p. 1055.) An unverified complaint does not serve as substantial evidence for meeting a plaintiff's burden to show personal jurisdiction in opposition to a motion to quash. (See Sheard v. Sup. Ct. (1974) 40 Cal. App.3d 207, 210-212.) Personal Jurisdiction A court may exercise jurisdiction over a nonresident defendant only if the defendant's minimum contacts with the forum state are sufficient to make the maintenance of the action inoffensive to traditional concepts of fair play and substantial justice, such that defendant could have foreseen being haled into court in that forum. (Virtualmagic Asia, Inc. v. Fil-Cartoons, Inc. (2002) 99 Cal. App. 4th 228, 238.) Minimum contacts include acts by which defendants purposefully avail themselves of the privilege of conducting activities within the forum state, invoking the benefits and protections of its laws. (Khan v. Sup. Ct. (1988) 204 Cal.App.3d 1168, 1178.) “Although the existence of sufficient ‘minimum contacts’ depends on the facts of each case, the ultimate determination generally rests on some conduct by which the nonresident has purposefully availed himself of the privilege of conducting activities within the forum state to invoke its benefits and protections, and a sufficient relationship or nexus between the nonresident and the forum state such that it is reasonable and fair to require the nonresident to appear locally to conduct a defense.” (Muckle v. Sup. Ct, (2002) 102 Cal. App. 4th 218, 227.) “The test for whether a court may exercise ‘specific’ personal jurisdiction requires that the nonresident purposefully directed his acts to the forum state or otherwise purposefully established contacts with the forum state, that the cause of action be telated to or arise or result from the acts or contacts in the forum, and that theexercise of personal jurisdiction by the forum would be reasonable.” (/d. at pp.. 227-228.) It is the plaintiff who has the burden of proving personal jurisdiction by showing that the defendant had the requisite “minimum contacts” with California. (Floveyor International, Ltd. v. Superior Court (1997) 59 Cal.App.4th 789, 797.) “Although the defendant is the moving party and must present some admissible evidence (declarations or affidavits) to place the issue [of personal jurisdiction] before the court (by showing the absence of minimum contacts with the state), the burden of proof is on the plaintiff to establish, by a preponderance of the evidence, a basis for jurisdiction (minimum contacts between the defendant and the forum state) and valid service of process in conformance with our service statutes.” (School Dist. of Okaloosa County v. Superior Court (1997) 58 Cal.App.4th 1126, 1131.) General Jurisdiction General jurisdiction may lie for all purposes if a defendant has established a presence in the forum state by virtue of activities in the state which are extensive or wide-ranging, or substantial and systematic, in which case a defendant's contacts take the place of physical presence within the state. (Integral Dev't Corp. v. Weissenbach (2002) 99 Cal. App. 4th 576, 583-584.) Factors for general jurisdiction include whether the defendant resides in California, owns property, conducts business, or frequently travels to California. (Thomas v. Anderson (2003) 113 Cal. App. 4th 258, 270.) Other factors include whether the defendant maintained an office, solicited business, advertised, or had obligations in California. (Crea v, Busby (1996) 48 Cal. App. 4th 509, 515-516.) Plaintifis fail to demonstrate by a preponderance of evidence that SPI has contacts with California that are so continuous and systematic for this Court to exercise general jurisdiction over it. Plaintiffs’ opposition does not explicitly argue the issue of general jurisdiction, and therefore concedes this Court lacks general jurisdiction over SPI. Specific Jurisdiction Specific jurisdiction can be exercised if: (1) the defendant has purposefully availed itself of forum benefits with respect to the matter in controversy; (2) the controversy is related to or arises out of the defendant's contacts with the forum; 3and (3) the assertion of jurisdiction would comport with fair play and substantial justice. (Virtualmagic Asia, Inc., supra, at p. 238.) Factors for purposeful availment include: (1) whether defendant directed activities at forum residents; or (2) defendant created continuing obligations with residents. (Ibid.) Purposeful Availment “If the nonresident defendant does not have substantial and systematic contacts in the forum sufficient to establish general jurisdiction, he or she still may be subject to the specific jurisdiction of the forum, if the defendant has purposefillly availed himself or herself of forum benefits, and the ‘controversy is related to or ‘arises out of’ a defendant’s contacts with the forum.”” (Id. at pg. 446, citations omitted.) The purposeful availment test is only satisfied if the defendant purposefully and voluntarily directs its activities toward California so that the defendant should expect, because of the benefits it receives, to be subject to jurisdiction here based on its contacts with California. (Snowney v. Harrah's Entertainment, Inc. (2005) 35 Cal.4th 1054, 1062.) Purposeful availment occurs when a nonresident defendant purposefully directs its activities at California residents, deliberately engages in significant activities here, or creates “continuing obligations” between itself and California residents. (/d. at pg. 1063.) As an initial matter, Plaintiffs contend that SPI purposefully availed itself of the California forum because “individuals affiliated with SPI,” (Ex. 4 at 5), negotiated with a California resident, to purchase a California company, for the express purpose of fostering a partnership with another California resident, thereby deriving benefits from its affiliation with that Californian’s celebrity. First, the Transaction’s lead negotiators on the “Stoli” side were Oliynik and Culyba, an SPI director and the conglomerate’s general counsel, respectively. In this capacity, Oliynik and Culyba repeatedly availed SPI of the California forum « by exchanging comments and drafts with counsel for Jolie (a Californian) concerning the purchase of Nouvel (a California entity), while exclusively communicating using their “@spi-group.com” email addresses. (See, ¢.g., Ex. 18; Ex. 23; Cherlow Decl. § 38.) During the negotiations, Oliynik and Culyba ensured that all relevant “notices” under the Purchase Agreement with Jolie would go to Oliynik and secured Jolie and Nouvel’s contractual commitments to that effect. (See Ex. 14 § 9.2.) And they likewise ensured that SPI would be covered by the Purchase Agreement’s indemnification provisions. (See id. § 7.2(a)). Second, SPI 4was an intended beneficiary of Shefler’s plan to exploit Nouvel’s proximity to Pitt, a California resident. As Nouvel has itself alleged, the company “has experience in marketing celebrity beverages . . .. [and] purchased Nouvel hoping to work as an equal partner with Pitt and Mondo Bongo ... .. to leverage the Stoli Group’s [SPI’s] resources, marketing experience, and global distribution network to bring Chateau Miraval’s business to the next level.” (FACC $f 161-62.) SPI availed itself of a California court and California law by demanding that Jolie file an ex parte application with the California court to have ATROs lifted. As Jolie’s counsel wrote on August 31, 2021, “SPI... . wants their US counsel to discuss ATRO with [Jolie’s local counsel]. So I copy SPI for a call to be organised.” (Ex. 11) The purposeful availment inquiry focuses on the defendant’s intentionality. (Pavlovich v, Superior Court, supra, 29 Cal.4th at 269.) This prong is only satisfied when the defendant purposefully and voluntarily directs his activities toward the forum so that he should expect, by virtue of the benefit he receives, to be subject to the court’s jurisdiction based on his contacts with the forum. (/d.) The purposeful availment requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of random, fortuitous or attenuated contacts, or of the unilateral activity of a third person. (/d.) When a defendant purposefully avails itself of the privilege of conducting activities within the forum state, it has clear notice that it is subject to suit there and can act to alleviate the tisk of burdensome litigation by procuring insurance, passing the expected costs onto consumers, or, if the risks are too great, severing its connection with the state. (/d.) Purposeful availment requires that the defendant have performed some type of affirmative conduct which allows or promotes the transaction of business within the forum state. (Goehring v. Superior Court (1998) 62 Cal.App.4th 894, 907.) Here, Plaintiffs have not presented sufficient evidence that SPI intentionally and purposefully availed itself of the California forum. Plaintiffs’ evidence demonstrates that other parties, i.e., Oliynik and Culyba, Shefler, Tenute and Jolie, directed the actions with regard to the subject transaction and related agreements. SPI is not a party to the agreements. There is no evidence of affirmative conduct on the part of SPI directly that promotes the transaction of business within California. Further, here, there is no evidence of the type of “extensive control” of a CA subsidiary by a parent company that was present in SK Trading Int'l Co. Ltd.v. Superior Ct., 77 Cal. App. Sth 378, 388 (2022) (exercising jurisdiction on the basis of parent’s extensive control of a California subsidiary). Relatedness To establish minimum contacts for specific jurisdiction, the plaintiff must show that its claim relates to or arises from the defendant’s contacts with the forum. (Bristol-Myers, supra, 137 S. Ct. at p. 1780.) This is referred to as the “relatedness” requirement. (Snowney v. Harrah's Entm’t, Inc. (2005) 35 Cal.4th 1054, 1067.) This requirement is satisfied if there is a substantial nexus or connection between the defendant’s California contacts and the plaintiff's claim. (Id. at p. 1068.) Plaintiffs argue that Plaintiffs" claims against SPI directly arise from the purported sale of Nouvel (a California LLC) by Jolie (a California resident), which Shefler pursued in order to partner with a California resident (Pitt). Plaintiffs allege that Defendants, including SPI, intentionally structured the deal to circumvent and tortiously interfere with Plaintiffs’ contractual rights and their business expectations, (See SAC 4 187 (alleging SPI facilitated the purported acquisition to circumvent Mondo’s contract rights ), id. 203, 207 (alleging SPI engaged in actions to induce Jolie to sell her interest in Nouvel in violation of Plaintiffs” contractual rights); 215 (alleging SPI intentionally disrupted Plaintiffs’ business relationships by, among other things, facilitating Nouvel’s purported change of control); id. $9, 30(i), 122 (alleging SPI has “leveraged Nouvel to attempt a hostile takeover of Miraval”). Plaintiff's contend that such claims arise out of Defendant SPI’s forum-based activities. The Court finds otherwise. The evidence of SPI’s involvement in the California transaction are unpersuasive. As discussed above, the contacts with California-based Jolie and Nouvel appear to have been by Oliynik, Culyba, Shefler, and Tenute. Accordingly, the Court finds that Plaintiffs have not met their burden in establishing minimum contacts to justify the exercise of jurisdiction over Defendant SPI. Service on SPI Defendant contends that service by Plaintiffs was improper. Namely, Plaintiffs purported to serve SPI with the FAC by delivering the Summons and FAC to 6Nouvel, apparently based on the erroneous premise that Nouvel is SPI’s “general manager” in California. (See Chennakesavan Decl., Ex. 1.) In California, “[dJelivery by hand of a copy of any process against a foreign corporation (a) to any officer of the corporation or its general manager in this state . . . shall constitute valid service on the corporation.” (Corp. Code § 2110; Code Civ. Proc. § 416.10, subd. (b).) ‘The term ‘general manager of a corporation’ indicates one who has general direction and control of the business of the corporation as distinguished from one who has the management only of a particular branch of the business; he may do everything which the corporation could do in transaction of its business.’ ” (General Motors Corp. v. Superior Court (1971) 15 Cal.App.3d 81, 86.) California law allows service on a foreign corporation by serving its domestic subsidiary, as the “general manager” of the parent company. (Yamaha Motor Co., Ltd. v. Superior Court (2009) 174 Cal.App.4th 264, 272 (Yamaha Motor).) In general, when determining whether one served falls under the statutory definition of “general manager,” “it has been said that ‘every object of the service is obtained when the agent served is of sufficient character and rank to make it reasonably certain that the defendant will be apprised of the service made,’ and by service on such an agent, ‘the requirement of the statute is answered.’ {Citation.] Whether in any given case, the person served may properly be regarded as within the concept of the statute depends on the particular facts involved.” (Cosper v. Smith & Wesson Arms Co. (1959) 53 Cal.2d 77, 83.) Here, Nouvel is not a direct subsidiary of SPI. Rather, Nouvel is owned by Tenute Del Mundo, and is an indirect subsidiary of SPI (SAC 4 26.) The rule stated in Yamaha Motor regarding service on the domestic subsidiary of a foreign corporation does not apply in this context. (See Yamaha Motor, 174 Cal.App.4th at 268 [“Yamaha—America is Yamaha—Japan's wholly owned domestic subsidiary in the United States”].) Furthermore, Plaintiff has not presented facts supporting the contention that SPI’s telation to Nouvel is such “to make it reasonably certain that (SPI) will be apprised of the service made” on Nouvel. (Cosper, 53 Cal.2d at 83.) In Yamaha Motor, the court noted that the domestic subsidiary, in addition to being wholly owned by the defendant foreign company, “ha[s] an exclusive arrangement to sell the manufacturer's products, provides warranty service, English owner manuals, does testing, marketing, and receives complaints about the manufacturer's products, 1Probable contact between the domestic representative and the foreign corporation leading to actual notification is far more present here than in Cosper.” (Yamaha Motor, 174 Cal.App.4th at 274.) Here, undisputed evidence shows that SPI is not subject to management or control by Nouvel, does not receive products from Nouvel, does not test products for Nouvel, does not issue warranties for Nouvel, and does not receive complaints for Nouvel. Nouvel is not SPI’s designated agent for service of process in the United States. Accordingly, Plaintiff has not shown that SPI was properly served via Nouvel. The motion to quash is therefore GRANTED. Conclusion The motion to quash is GRANTED. The service of summons and complaint is ordered quashed [Pye Dated: March 13, 2024 LIA MARTIN “Hon. Lia Martin Judge of the Superior Court