1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.

2 John V. Berlinski (Bar No. 208537)
jberlinski@[Link]
3 1875 Century Park East, 23rd Fl.
Los Angeles, CA 90067
4 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
5
WACHTELL, LIPTON, ROSEN & KATZ
6 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
7 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
8 51 West 52nd Street
New York, NY 10019
9 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
10
Attorneys for Plaintiffs and Cross-Defendants
11 William B. Pitt and Mondo Bongo, LLC and
Cross-Defendant Warren Grant
12

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, CENTRAL DISTRICT
14

15 WILLIAM B. PITT, an individual, and Case No. 22STCV06081

MONDO BONGO, LLC, a California limited
16 liability company, WILLIAM B. PITT AND MONDO
17 BONGO, LLC’S NOTICE OF
Plaintiffs, DEMURRER AND DEMURRER TO
18 FIRST AMENDED CROSS-COMPLAINT
v.
OF NOUVEL, LLC; MEMORANDUM OF
19 ANGELINA JOLIE, et al., POINTS AND AUTHORITIES IN
SUPPORT THEREOF
20 Defendants.
21 Filed concurrently with Request for Judicial
Notice, Declarations, and Proposed Order
22 and RELATED CROSS-ACTIONS.
Judge: Hon. Lia Martin
23 Dept: 16
Date: January 19, 2024
24
Time: 9:00 a.m.
25
Reservation ID: 824939118437
26 Action Filed: February 17, 2022
Trial Date: Not yet set
27

28

NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND

DEMURRER TO FIRST AMENDED CROSS-COMPLAINT OF NOUVEL
 1 TO ALL PARTIES AND THEIR COUNSEL OF RECORD:

2 PLEASE TAKE NOTICE THAT on January 19, 2024, at 9:00 a.m., or as soon thereafter

3 as counsel may be heard, in Department 16 of the above-captioned Court, located at 111 North

4 Hill Street, Los Angeles, CA 90012, Plaintiffs and Cross-Defendants WILLIAM B. PITT and

5 MONDO BONGO, LLC will and hereby do demur to the First Amended Cross-Complaint filed

6 by Defendant and Cross-Complainant NOUVEL, LLC pursuant to Sections 430.10, et seq., of the

7 California Code of Civil Procedure on the ground that the pleading fails to state facts sufficient to

8 constitute any cause of action. Cross-Complainant’s first, second, and fifth causes of action also

9 should be dismissed because it is clear from the face of the First Amended Cross-Complaint that

10 the statute of limitations has run as to these claims.

11 This demurrer is based on the attached demurrer, memorandum of points and authorities,

12 the accompanying declarations, the request for judicial notice and accompanying exhibits, all of

13 the pleadings, filings, and records in this proceeding, all other matters of which the Court may take

14 judicial notice, and any argument that may be presented to or considered by the Court prior to its

15 ruling.

16

17 DATED: September 20, 2023 By: /s/ John V. Berlinski

BIRD, MARELLA, BOXER, WOLPERT, NESSIM,
18 DROOKS, LINCENBERG & RHOW, P.C.
John V. Berlinski
19
WACHTELL, LIPTON, ROSEN & KATZ
20 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
21 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
22
Attorneys for Plaintiffs and Cross-Defendants
23 William B. Pitt and Mondo Bongo, LLC and
Cross-Defendant Warren Grant
24

25

26

27

28
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NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
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 1 DEMURRER

2 Pursuant to Sections 430.10, et seq., of the California Code of Civil Procedure, Plaintiffs

3 and Cross-Defendants WILLIAM B. PITT and MONDO BONGO, LLC, jointly and severally,

4 hereby generally demur to the First Amended Cross-Complaint filed by Defendant and Cross-

5 Complainant NOUVEL, LLC on each of the following grounds:

6 DEMURRER TO FIRST CAUSE OF ACTION

7 (Tortious Interference with Contractual Relations against Pitt)

8 Cross-Complainant Nouvel’s First Cause of Action for Tortious Interference with

9 Contractual Relations is subject to demurrer because the pleading fails to state facts sufficient to

10 constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

11 Cross-Complainant Nouvel’s First Cause of Action for Tortious Interference with

12 Contractual Relations is also subject to demurrer because the claim is barred by the applicable

13 statute of limitations. Cal. Code Civ. Proc. § 339(1).

14 DEMURRER TO SECOND CAUSE OF ACTION

15 (Tortious Interference with Prospective Economic Advantage against Pitt and Mondo Bongo)

16 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with

17 Prospective Economic Advantage is subject to demurrer because the pleading fails to state facts

18 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

19 Cross-Complainant Nouvel’s Second Cause of Action for Tortious Interference with

20 Prospective Economic Advantage is also subject to demurrer because the claim is barred by the

21 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

22 DEMURRER TO FIFTH CAUSE OF ACTION

23 (Tortious Interference with Prospective Economic Advantage against Pitt and Mondo Bongo)

24 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with

25 Prospective Economic Advantage is subject to demurrer because the pleading fails to state facts

26 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

27 Cross-Complainant Nouvel’s Fifth Cause of Action for Tortious Interference with

28 Prospective Economic Advantage is also subject to demurrer because the claim is barred by the
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NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
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 1 applicable statute of limitations. Cal. Code Civ. Proc. § 339(1).

2 DEMURRER TO SIXTH CAUSE OF ACTION

3 (Breach of the Duty of Good Faith in Luxembourg Law against Mondo Bongo)

4 Cross-Complainant Nouvel’s Sixth Cause of Action for Breach of the Duty of Good Faith

5 in Luxembourg Law is subject to demurrer because the pleading fails to state facts sufficient to

6 constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

7 DEMURRER TO SEVENTH CAUSE OF ACTION

8 (Trespass to Chattels against Pitt and Mondo Bongo)

9 Cross-Complainant Nouvel’s Seventh Cause of Action for Trespass to Chattels is subject

10 to demurrer because the pleading fails to state facts sufficient to constitute a cause of action. Cal.

11 Code Civ. Proc. § 430.10(e).

12 DEMURRER TO EIGHTH CAUSE OF ACTION

13 (Abuse of Right Under Article 6-1 of the Luxembourg Civil Code against Pitt and Mondo Bongo)

14 Cross-Complainant Nouvel’s Eighth Cause of Action for Abuse of Right Under Article 6-1

15 of the Luxembourg Civil Code is subject to demurrer because the pleading fails to state facts

16 sufficient to constitute a cause of action. Cal. Code Civ. Proc. § 430.10(e).

17 WHEREFORE, Plaintiffs and Cross-Defendants PITT and MONDO BONGO pray that:

18 1. The Demurrer be sustained as requested; and

19 2. The Court grant such other and further relief as the Court may deem proper.

20

21 DATED: September 20, 2023 By: /s/ John V. Berlinski

BIRD, MARELLA, BOXER, WOLPERT, NESSIM,
22 DROOKS, LINCENBERG & RHOW, P.C.
John V. Berlinski
23
WACHTELL, LIPTON, ROSEN & KATZ
24 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
25 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
26
Attorneys for Plaintiffs and Cross-Defendants
27 William B. Pitt and Mondo Bongo, LLC and
Cross-Defendant Warren Grant
28
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 1 TABLE OF CONTENTS

2 Page

3 INTRODUCTION ............................................................................................................................. 8

4 BACKGROUND ............................................................................................................................... 9

5 LEGAL STANDARD ..................................................................................................................... 11

6 ARGUMENT .................................................................................................................................. 12

7 I. Nouvel’s tortious interference with contractual relations claim fails (Claim 1). ............. 12

8 A. As a representative of Mondo Bongo, Pitt cannot tortiously

interfere with Mondo Bongo’s contract with Nouvel. ............................................ 12
9
B. Nouvel fails to plead Pitt breached or disrupted the Quimicum Articles. ............... 13
10

11 C. Nouvel fails to plead damages caused by Pitt’s purportedly tortious conduct........ 14

12 D. Nouvel lacks standing to bring this claim because it is

improperly based on derivative corporate harms. ................................................... 15
13
E. Nouvel’s claim is time-barred. ................................................................................ 17
14
II. Nouvel’s tortious interference with prospective economic advantage claims fail
15 (Claims 2 and 5). .............................................................................................................. 18
16
III. Nouvel’s trespass to chattels claim fails (Claim 7). ......................................................... 21
17
IV. Nouvel’s Luxembourgish breach of the duty of good faith claim fails (Claim 6). .......... 23
18
V. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8). ....................................... 24
19
CONCLUSION ............................................................................................................................... 25
20

21

22

23

24

25

26

27

28
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 1 TABLE OF AUTHORITIES

2 Cases Page(s)

3 Baldwin v. Marina City Props., Inc.,

79 Cal. App. 3d 393 (1978) ..................................................................................................... 15
4
Chen v. L.A. Truck Ctrs., LLC,
5
7 Cal. 5th 862 (2019)............................................................................................................... 21
6
DC Comics v. Pacific Pictures Corp.,
7 938 F. Supp. 2d 941 (C.D. Cal. 2013) ..................................................................................... 17

8 Dryden v. Tri-Valley Growers,

65 Cal. App. 3d 990 (1977) ............................................................................................... 14, 15
9
Dubroff v. Wren Holdings, LLC,
10
2009 WL 1478697 (Del. Ch. May 22, 2009) .......................................................................... 14
11
Factory Direct Wholesale, LLC v. iTouchless Housewares & Prods. Inc.,
12 411 F. Supp. 3d 905 (N.D. Cal. 2019) .............................................................................. 17, 19

13 Intel Corp. v. Hamidi,

30 Cal. 4th 1342 (2003)........................................................................................................... 22
14
Ixchel Pharma, LLC v. Biogen, Inc.,
15 9 Cal. 5th 1130 (2020)................................................................................................. 12, 13, 14
16
Jolly v. Eli Lilly & Co.,
17 44 Cal. 3d 1103 (1988) ............................................................................................................ 20

18 Korea Supply Co. v. Lockheed Martin Corp.,

29 Cal. 4th 1134 (2003) .............................................................................................. 18, 19, 20
19
Lockton v. O’Rourke,
20 184 Cal. App. 4th 1051 (2010) ................................................................................................ 20
21 Luxul Tech. Inc. v. NectarLux, LLC,

22 2015 WL 4692571 (N.D. Cal. Aug. 6, 2015) .......................................................................... 13

23 Mintz v. Blue Cross of Cal.,

172 Cal. App. 4th 1594 (2009) ................................................................................................ 13
24
Nelson v. Anderson,
25 72 Cal. App. 4th 111 (1999) .................................................................................................... 14
26 Oakland Raiders v. NFL,
131 Cal. App. 4th 621 (2005) .................................................................................................. 16
27

28
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 1 Offshore Rental Co. v. Cont’l Oil Co.,
22 Cal. 3d 157 (1978) .............................................................................................................. 22
2
PacLink Comms. Int’l, Inc. v. Superior Ct.,
3 90 Cal. App. 4th 958 (2001) ........................................................................................ 16, 16–17
4
Rakestraw v. Cal. Physicians’ Serv.,
5 81 Cal. App. 4th 39 (2000) ................................................................................................ 11–12

6 Rincon Band of Luiseño Mission Indians etc. v. Flynt,

70 Cal. App. 5th 1059 (2021), review denied (Feb. 16, 2022) .......................................... 17 n.4
7
Shoemaker v. Myers,
8 52 Cal. 3d 1 (1990) ............................................................................................................ 12–13
9
Sole Energy Co. v. Petrominerals Corp.,
10 128 Cal. App. 4th 212 (2005) ...................................................................................... 15, 15–16

11 Thomson v. Canyon,
198 Cal. App. 4th 594 (2011) .................................................................................................. 18
12
Trembath v. Digardi,
13 43 Cal. App. 3d 834 (1974) ..................................................................................................... 17
14 Worldwide Com., Inc. v. Fruehauf Corp.,

15 84 Cal. App. 3d 803 (1978) ............................................................................................... 18, 19

16 Statutes

17 Cal. Code Civ. Proc. § 339(1) ................................................................................................. 17, 19

18 Cal. Evid. Code § 310(b) ............................................................................................................... 12

19 Cal. Evid. Code § 452(f) ............................................................................................................... 12

20 Cal. Evid. Code § 454(a) ............................................................................................................... 12

21 French Civil Code, Article 1240 ................................................................................................... 20

22
Luxembourg Civil Code, Article 6-1 ............................................................................................ 24
23

24

25

26

27

28
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 1 INTRODUCTION

2 In 2008, Brad Pitt and Angelina Jolie purchased the French estate and vineyard, Château

3 Miraval, as a family home and family business. That was the couple’s agreement when they

4 bought it and that was how they operated it for more than a decade. That changed in October 2021

5 when Jolie purported to sell her stake in Château Miraval to Stoli Group (“Stoli”), a Russia-

6 affiliated spirits conglomerate—in secret, without Pitt’s consent or knowledge. Pitt has fought the

7 purported sale since learning of it, suing in this Court to vindicate his rights. In retaliation, Stoli—

8 through Nouvel (the shell entity that Stoli purchased from Jolie)—brought a $350 million lawsuit

9 against Pitt, his entity Mondo Bongo, and others, extending a European litigation campaign to Los

10 Angeles and pressing drummed-up claims. Stoli and Nouvel’s objective: bully Pitt into forgoing

11 his rights and handing over the family home and profitable business he built. These claims fail.

12 Tortious interference. Nouvel brings tortious interference claims against Pitt and Mondo

13 Bongo for allegedly causing shareholder “deadlock” at a Luxembourgish entity called Quimicum

14 (the parent entity of Château Miraval) and for diverting Château Miraval’s assets. The tortious

15 interference with contract claim fails because, as a matter of law, Nouvel cannot sue Mondo

16 Bongo’s sole owner and manager (Pitt) for interference in Mondo Bongo’s contract and because

17 Nouvel has not adequately pleaded the element of disruption. All of Nouvel’s tortious

18 interference claims also fail because Nouvel has not adequately pleaded the element of proximate

19 cause; for lack of standing; and because they are barred by the two-year statute of limitations.

20 Trespass to chattels. Nouvel alleges that Pitt and Mondo Bongo committed trespass to

21 chattels—a tort generally reserved for “minor interferences” with property—by devaluing

22 Nouvel’s Quimicum shares. This claim should be dismissed because the conduct at issue is

23 properly governed by Luxembourgish law, which does not recognize a claim for trespass to

24 chattels. But even if the Court were to apply California law, the claim fails for lack of standing

25 and causation, and because Nouvel seeks to radically expand the type of property interest this tort

26 is intended to address, extending it to a context no California court has ever recognized.

27 Luxembourgish law claims. Nouvel alleges that, under Luxembourgish law, Mondo

28 Bongo breached the duty of good faith and that Pitt and Mondo Bongo abused Mondo Bongo’s
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 1 voting rights. But, as explained in detail in an affidavit submitted by Professor André Prüm—one

2 of the leading authorities on Luxembourgish law—Luxembourgish law does not require Pitt or

3 Mondo Bongo to vote for Nouvel’s nominees to the Quimicum board. It does not confer standing

4 on Nouvel to sue, as a shareholder, for corporate injuries. And it does not allow Nouvel to escape

5 basic principles of causation.

6 Stripped of its inflammatory rhetoric, Nouvel’s First Amended Cross-Complaint (the

7 “Cross-Complaint”) reveals nothing more than a misguided effort to convert a disagreement

8 between shareholders over how to run a foreign holding company into litigation leverage. The

9 Cross-Complaint should be dismissed.

10 BACKGROUND

11 In 2008, Brad Pitt and Angelina Jolie, well-known Los Angeles-based movie actors who

12 were then in a committed relationship, together acquired Château Miraval, a French estate and

13 vineyard. ¶ 69.1 They did so through their purchase of Quimicum, a Luxembourgish LLC and the

14 holding entity of Château Miraval. ¶¶ 38, 71. Pitt and Jolie owned their interests in Quimicum,

15 and thus Château Miraval, through their respective California LLCs, Mondo Bongo and Nouvel.

16 ¶¶ 39, 41, 70. Pitt and Jolie purchased Château Miraval as a “business investment” and “family

17 home.” ¶ 69. “By agreement between them as a couple[,] . . . oversight of the couple’s

18 investment . . . was left in the hands of Pitt.” ¶ 11. Through a series of loans to Quimicum, Pitt

19 and Jolie, via Mondo Bongo and Nouvel, also provided additional and “much-needed money . . .

20 to fund improvements” at Château Miraval and its then-unprofitable wine business. ¶¶ 73, 112.

21 In 2013, Château Miraval entered into a joint venture with Familles Perrin, one of France’s

22 most highly regarded winemaking families, led by Marc Perrin. ¶ 74. The joint venture, named

23 Miraval Provence, has resulted in an ongoing, decade-long collaboration between Pitt and Perrin,

24 who are in “constant communication” about the business. ¶¶ 77, 78. Under their stewardship,

25 Miraval Provence has “flourished, generating tens of millions of dollars in profits.” ¶ 12.

26

27
1
Citations to ¶ are of Nouvel’s First Amended Cross-Complaint. Exhibits referenced herein are
28 attached to the concurrently filed Declaration of John V. Berlinski.
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 1 In 2016, Jolie filed for divorce from Pitt, ¶ 89, and decided to become more involved in

2 Château Miraval’s operations at this point, ¶ 91. According to Nouvel, Jolie was motivated by

3 fears that Château Miraval’s directors were approving “foolish spending.” ¶¶ 35, 91. Meanwhile,

4 based on the “incredibly successful” and “enormously profitable” wine business led by Pitt and

5 Perrin, ¶¶ 111, 113, Château Miraval was growing more valuable, receiving over €45 million from

6 Miraval Provence in dividends from 2013–2022, ¶ 113.

7 In 2017, Miraval Provence began registering trademarks related to the wine business.

8 ¶ 122. At that time, Pitt and Perrin informed Nouvel that Château Miraval (which had historically

9 owned the intellectual property rights) was permitting Miraval Provence to register these marks

10 “because of a potential transaction with luxury goods manufacturer LVMH.” ¶ 127. And in 2018,

11 counsel for Quimicum and Château Miraval reminded Nouvel that Miraval Provence had been

12 registering these marks. Id. Nouvel nevertheless alleges that it only learned that Miraval

13 Provence believed itself to be the “own[er]” of the marks over four years after the registrations had

14 begun, following Stoli’s purported acquisition of Nouvel. ¶¶ 127, 159.

15 In September 2019, seeking to assert further influence over Miraval Provence’s operations,

16 Nouvel sought to appoint its own representative to the Quimicum board. ¶ 92. Quimicum had

17 historically been managed by an “independent director” from an “administrative and fiduciary

18 services agency,” ¶¶ 94, 171, however, and Mondo Bongo opposed this proposed shift in

19 approach, ¶ 92. In September 2020, citing its opposition to the fact that dividends had not been

20 distributed and shareholder loans (although not alleged to be due) had not been repaid, Nouvel

21 again attempted to install its own representative at Quimicum. ¶¶ 94–96. While Nouvel alleges

22 that Mondo Bongo voted against Nouvel’s request and “refuse[d] to put forward any candidate of

23 its own,” ¶ 96, that claim is belied by materials subject to judicial notice: As the meeting minutes

24 show, Mondo Bongo voted to replace the existing independent director with a new independent

25 director. See Ex. K (Quimicum Meeting Minutes (Sept. 8, 2020)) at 2, 6. Nouvel voted against

26 this proposal. Id. at 6. The independent director resigned in June 2021, leaving Quimicum

27 without a validly constituted board. ¶ 168.

28 In October 2021, Tenute del Mondo, a Stoli subsidiary, announced that it had purchased
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 1 Nouvel from Jolie and promptly sought to install Stoli representatives on Quimicum’s board.

2 ¶¶ 159, 170–79. Nouvel then sought relief from a Luxembourgish court for this purpose but failed

3 to obtain it. ¶ 180; Ex Y (Nouvel Summons, Lux. Dist. Ct. (June 28, 2022)). Nonetheless, Mondo

4 Bongo tried to reach agreement with Nouvel. In February 2023, Mondo Bongo informed the

5 Luxembourg District Court that it would agree to Nouvel’s proposal for a two-member board at

6 Quimicum, composed of one representative from each shareholder. See Ex. L (Ltr. from Mondo

7 Bongo to Lux. Dist. Ct. (Feb. 17, 2023)). Nouvel then changed its mind and said it preferred that

8 the court appoint a provisional administrator. See Ex. M (Ltr. from Nouvel to Lux. Dist. Ct. (Feb.

9 21, 2023)). As a result, in March 2023, Mondo Bongo and Nouvel “agreed to appoint a

10 provisional administrator” at Quimicum, who is working to regularize the company. ¶ 181. His

11 term remains ongoing. Id.

12 Since purporting to acquire Nouvel, Stoli has pushed for governance and structural

13 changes to Château Miraval and Miraval Provence, ¶ 208, and launched a multijurisdictional

14 litigation campaign against the Cross-Defendants, which includes its two civil lawsuits in

15 Luxembourg, discovery actions in France, a criminal action in France, and this cross-action,

16 ¶¶ 180–81, 210.

17 Against this backdrop, Pitt and Perrin, through their business entities, have continued to

18 collaborate on non-wine-related ventures in which Château Miraval, Quimicum, and Nouvel have

19 no or limited ownership interest. ¶¶ 130–44. On August 6, 2021, Pitt and Perrin established a

20 cosmetics company named Le Domaine and a gin company named Distillerie de la Riviera. ¶ 136.

21 Mondo Bongo, Château Miraval, and a third-party 50% co-owner have established a recording

22 studio named Miraval Studios. ¶¶ 131–34. Château Miraval has made a €750,000 loan to Miraval

23 Studios. ¶ 134.2

24 LEGAL STANDARD

25 In reviewing the sufficiency of a complaint, “th[e] court treats the demurrer as admitting

26 all material facts properly pleaded, but not contentions, deductions, or conclusions of fact or law.”

27

28 2
Nouvel does not allege the terms of the loan.
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 1 Rakestraw v. Cal. Physicians’ Serv., 81 Cal. App. 4th 39, 43 (2000). “[T]he plaintiff must show

2 the complaint alleges facts sufficient to establish every element of each cause of action. If the

3 complaint fails to plead, or if the defendant negates, any essential element of a particular cause of

4 action,” the cause of action fails as a matter of law, and the demurrer will be sustained. Id.

5 “Determination of the law of . . . a foreign nation is a question of law.” Cal. Evid. Code

6 § 310(b). “Judicial notice may be taken of . . . [t]he law . . . of foreign nations.” Id. § 452(f). In

7 taking judicial notice, a court may rely on “the advice of persons learned in the subject matter.”

8 Id. § 454(a)(1). Professor André Prüm, the Chair of Financial and Business Law at the University

9 of Luxembourg, has been retained to provide expert information relevant to Nouvel’s Luxembourg

10 law claims. Among other qualifications, Professor Prüm assisted the Luxembourg government in

11 modernizing Luxembourg company law. Ex. A (Declaration of André Prüm) (“Prüm Decl.”) ¶ 1.

12 ARGUMENT

13 Nouvel brings six claims against Pitt and/or Mondo Bongo—four under California tort law

14 and two under Luxembourgish law, although all center on alleged acts directed toward

15 Luxembourgish or French entities. Each claim fails as a matter of law.

16 I. Nouvel’s tortious interference with contractual relations claim fails (Claim 1).

17 Nouvel alleges that Pitt tortiously interfered with the Quimicum Articles by “impos[ing] a

18 shareholder deadlock at Quimicum to prevent Quimicum from functioning properly.” ¶ 230. To

19 state a claim for tortious interference with contract, a plaintiff must allege: (1) the existence of a

20 valid contract between the plaintiff and a third party; (2) the defendant’s knowledge of that

21 contract; (3) the defendant’s intentional acts designed to induce a breach or disruption of the

22 contract; (4) actual breach or disruption of the contract; and (5) resulting damage. Ixchel Pharma,

23 LLC v. Biogen, Inc., 9 Cal. 5th 1130, 1141 (2020). Nouvel’s claim fails for the following reasons.

24 A. As a representative of Mondo Bongo, Pitt cannot tortiously interfere with

25 Mondo Bongo’s contract with Nouvel.

26 As noted, the first element of a tortious interference with contract claim is the existence of

27 a contract between the plaintiff and a third party. Id. Thus, “[i]t is axiomatic . . . that there can be

28 no action for inducement of breach of contract against the other party to the contract.” Shoemaker
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NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
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 1 v. Myers, 52 Cal. 3d 1, 24 (1990). For that reason, Nouvel did not bring this claim against Cross-

2 Defendant Mondo Bongo, the other party to the Quimicum Articles alongside Nouvel. Instead, it

3 limited its claim to Pitt. But the rule prohibiting tortious interference claims against contracting

4 parties applies equally to their “agents” who “act[] for or on [their] behalf.” Mintz v. Blue Cross

5 of Cal., 172 Cal. App. 4th 1594, 1604 (2009). In other words, “the representative of a contracting

6 party” cannot be sued “for the tort of interfering with its principal’s contract.” Id. at 1607.

7 That intuitive rule bars Nouvel’s claim here. As a corporate entity, Mondo Bongo can act

8 only through its corporate agents (i.e., Pitt). And, per Nouvel’s own Cross-Complaint, Pitt not

9 only solely owns Mondo Bongo, he also solely manages it. See ¶ 41; Mintz, 172 Cal. App. 4th at

10 1604 & n.3 (while “a shareholder is not automatically immune” from interference claims, the

11 entity’s representatives and agents are immune when acting on the entity’s behalf). While Nouvel

12 pleads that, notwithstanding Pitt’s position as sole owner and sole manager, “[i]n practice Mondo

13 Bongo acts exclusively through agents other than Pitt,” ¶ 41, that artful pleading acknowledges

14 that Pitt is, in fact, Mondo Bongo’s agent. And it is belied by allegations that “Pitt controls and

15 directs Mondo Bongo,” ¶ 41, including in regard to the specific conduct at issue in this claim, i.e.,

16 voting at Quimicum. According to Nouvel: “Pitt caused Mondo Bongo to block [Nouvel’s

17 nominee for Quimicum’s board] and to refuse to put forward any candidate of its own.” ¶ 96

18 (emphasis omitted). Because Pitt’s alleged actions were taken in his capacity as Mondo Bongo’s

19 manager and representative, he “cannot, as a matter of law, be liable for inducing a breach” of the

20 Quimicum Articles. Luxul Tech. Inc. v. NectarLux, LLC, 2015 WL 4692571, at *8 (N.D. Cal.

21 Aug. 6, 2015) (dismissing claim against defendant’s CEO and president on this basis).

22 B. Nouvel fails to plead Pitt breached or disrupted the Quimicum Articles.

23 This claim also fails because Nouvel has not pleaded the fourth element of the claim—an

24 “actual breach or disruption” of the Quimicum Articles. Ixchel, 9 Cal. 5th at 1141. Even if Pitt

25 had caused Mondo Bongo to reject each of Nouvel’s proposals to replace the board at Quimicum,

26 that would not amount to a breach or disruption of the Quimicum Articles. Nothing in the

27 Quimicum Articles permits a shareholder to install its own representatives on the Quimicum board

28 or requires Mondo Bongo to vote its shares in a particular way. See Ex. C (Quimicum Articles)
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 1 § 6.1.2 (“The director(s) . . . is/are appointed by resolution of the shareholders”); Prüm Decl. ¶ 28.

2 Absent any such requirements, there can be no “breach or disruption.” Ixchel, 9 Cal. 5th at 1141.

3 Moreover, as a matter of basic corporate law principles, Mondo Bongo has a right to vote

4 its shares in its “own self-interest, regardless of whether [its] interests are consistent with the

5 interests of other shareholders.” Dubroff v. Wren Holdings, LLC, 2009 WL 1478697, at *5 (Del.

6 Ch. May 22, 2009) (dismissing breach of fiduciary duty claim against shareholders based on their

7 support for corporate transaction that benefited them more than plaintiffs). “[D]issension among

8 shareholders” is neither “unusual” nor an “evil occurrence[].” Nelson v. Anderson, 72 Cal. App.

9 4th 111, 125 n.7 (1999).3 Likewise, under Luxembourgish law, “shareholders have the right to

10 vote in their [own] best interest,” subject only to “exceptional circumstances” involving the abuse

11 of voting rights—a separate claim that Nouvel fails to plead here. Prüm Decl. ¶ 29; see § V.

12 Because Nouvel has failed to plead a breach or disruption, the claim should be dismissed.

13 C. Nouvel fails to plead damages caused by Pitt’s purportedly tortious conduct.

14 This claim should be dismissed for the independent reason that Nouvel has not adequately

15 pleaded the fifth element of its claim: damages resulting from the alleged misconduct. Ixchel, 9

16 Cal. 5th at 1141. This element requires Nouvel to plead that the alleged shareholder deadlock at

17 Quimicum was the “proximate cause” of Nouvel’s injury. Dryden v. Tri-Valley Growers, 65 Cal.

18 App. 3d 990, 997–98 (1997). It cannot.

19 Nouvel alleges that shareholder deadlock at Quimicum is the “direct cause” of Nouvel’s

20 purported harms based on the following daisy-chain of inferences: If Quimicum had a board, that

21 board would have acted to replace Château Miraval’s board; if Château Miraval’s board had been

22 replaced, that new board would have prevented the diversion of Château Miraval’s assets; if

23 Château Miraval’s assets had not been diverted, Château Miraval would have paid Quimicum

24 dividends; if Quimicum had been paid dividends, it would have paid Nouvel dividends and repaid

25
3
26 When the shoe is on the other foot, Nouvel has leveraged this principle to argue that the disputes
between Mondo Bongo and Nouvel do not give rise to “disruption” for purposes of Pitt and
27 Mondo Bongo’s own tortious interference claims. Nouvel Demurrer to Second Am. Compl. at 13
(filed Aug. 28, 2023). “Adding the moniker ‘disruptive,’” Nouvel has urged this Court, “does not
28 transform everyday [business disputes] into a tort.” Id.
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 1 Nouvel’s shareholder loan. ¶¶ 231(c)–33. Such an attenuated causation theory is impermissibly

2 conclusory, wildly speculative, and plainly not sufficient to plead proximate causation. Baldwin v.

3 Marina City Props., Inc., 79 Cal. App. 3d 393, 409 (1978) (“conclusionary statements of . . .

4 proximate cause . . . are meaningless”).

5 Nouvel’s causation theory also fails for a simple problem of timing. Nouvel pleads that

6 the alleged misconduct and injury was “direct[ly] cause[d]” by the absence of a board at

7 Quimicum. ¶ 232. But the purported misconduct began when Quimicum had a validly

8 constituted board (which was the case through June 2021). ¶ 168. Specifically, Nouvel alleges

9 that Pitt’s alleged failure to share information with Nouvel began in 2016, ¶¶ 88–90; that the

10 misappropriation of Château Miraval’s trademarks began in 2017, ¶ 122; that the diversion of

11 assets to vanity projects began no later than 2019, ¶¶ 90–92; and that the alleged nonpayment of

12 dividends to Quimicum and purported failure to repay Nouvel’s shareholder loans date to, at

13 latest, 2020, ¶ 95; see also Ex. K (Quimicum Meeting Minutes (Sept. 8, 2020)) at 3. Because the

14 harms Nouvel alleges began or occurred while Quimicum had a validly constituted board, the

15 purported shareholder deadlock cannot, “as a matter of law,” have proximately caused them.

16 Dryden, 65 Cal. App. 3d at 997–98 (dismissing tortious interference claim on proximate cause

17 grounds where alleged tortious conduct occurred after contract had been abandoned). The claim

18 should be dismissed.

19 D. Nouvel lacks standing to bring this claim because it is improperly based on

20 derivative corporate harms.

21 Nouvel’s claim should likewise be dismissed because Nouvel lacks standing to bring it.

22 That is because the claim is improperly based on derivative corporate harm—that is, harm to

23 Quimicum and Château Miraval, as opposed to Nouvel directly. A “cause of action is derivative”

24 when the “gravamen of the complaint is injury to the corporation,” or when “it seeks . . . to

25 prevent the dissipation of [corporate] assets.” Sole Energy Co. v. Petrominerals Corp., 128 Cal.

26 App. 4th 212, 228 (2005) (affirming dismissal of shareholders’ tortious interference claims on this

27 basis, id. at 232). Because shareholders “neither own the corporate property nor the corporate

28 earnings,” “the loss of corporate profits, revenues, or assets as a result of negligent or intentional
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 1 wrongdoing . . . results in corporate injury, for which only the corporation [here, Quimicum and/or

2 Château Miraval] may sue to recover.” Id. at 229–30. Luxembourgish law is in accord. Prüm

3 Decl. ¶ 43 (“A loss that affects a company . . . is not direct and personal to any of the individual

4 shareholders and can only be claimed by the company.”).

5 Here, Nouvel alleges $350 million in damages flowing from the alleged diversion of

6 Château Miraval’s assets to vanity projects and entities in which Mondo Bongo (but not Nouvel)

7 holds an interest, as well as from the nonpayment of dividends by Château Miraval to Quimicum.

8 ¶ 233. Both alleged harms are plainly derivative. First, under California and Luxembourgish law

9 alike, a claim based on corporate mismanagement or the diversion of corporate assets to entities in

10 which only some of the shareholders hold an interest is derivative in nature. See, e.g., Oakland

11 Raiders v. NFL, 131 Cal. App. 4th 621, 650–52 (2005) (claim based on corporate mismanagement

12 and diverting corporate assets was derivative); PacLink Comms. Int’l, Inc. v. Superior Ct., 90 Cal.

13 App. 4th 958, 964 (2001) (same for LLC member’s claim that LLC’s assets were “fraudulently

14 transferred” to entities owned by other LLC members); Prüm Decl. ¶¶ 46–49. Second, Nouvel’s

15 claim is premised on Château Miraval’s nonpayment of dividends to Quimicum, the corporation in

16 which both it and Mondo Bongo hold an interest.

17 In addition, to the extent Nouvel alleges injury based on Quimicum’s purported failure to

18 repay Nouvel’s shareholder loans, ¶ 233, that harm is derivative as well. As noted, California

19 directs courts to examine the “gravamen of the wrong alleged in the pleadings” in determining

20 whether a claim is derivative. PacLink, 90 Cal. App. 4th at 965. Here, Nouvel does not allege its

21 loan has even come due. Instead, Nouvel hypothesizes that “financial injury caused” to the assets

22 of Quimicum and Château Miraval—which is quintessential derivative harm—may one day

23 disrupt Nouvel’s right to repayment of the loan. PacLink, 90 Cal. App. 4th at 966; see, e.g.,

24 ¶ 231(c) (“Cross-Defendants have caused Chateau Miraval’s funds and assets to be

25 misappropriated . . . thereby disrupting Nouvel’s right to the repayment of its shareholder loans.”).

26 Because the “gravamen of the wrong alleged” is injury to Quimicum and Château Miraval, the

27 claim is derivative and Nouvel lacks standing to bring it. PacLink, 90 Cal. App. 4th at 965 (LLC

28 member may have been a creditor, but the “gravamen of the wrong” was injury to the LLC,
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 1 requiring dismissal).4

2 E. Nouvel’s claim is time-barred.

3 Nouvel’s tortious interference with contract claim should also be dismissed because it is

4 barred by the two-year statute of limitations. Cal. Code Civ. Proc. § 339(1). Under California

5 law, a tortious interference claim typically accrues “at the date of the wrongful act” or, at latest,

6 when the “plaintiff suspects that someone has done something wrong to him.” DC Comics v.

7 Pacific Pictures Corp., 938 F. Supp. 2d 941, 948, 951 (C.D. Cal. 2013). California courts have

8 not applied the “continuous accrual doctrine to tortious interference claims.” Factory Direct

9 Wholesale, LLC v. iTouchless Housewares & Prods., 411 F. Supp. 3d 905, 918 (N.D. Cal. 2019).

10 Because Nouvel filed its Cross-Complaint on September 6, 2022, its claim must have accrued by

11 no earlier than September 6, 2020 to be timely.

12 The Cross-Complaint makes clear that its tortious interference claim, premised on the

13 alleged shareholder deadlock, accrued well before September 6, 2020. Trembath v. Digardi, 43

14 Cal. App. 3d 834, 836 (1974) (sustaining demurrer because claim was time-barred based on

15 complaint’s allegations). Nouvel alleges that Pitt began “entirely” excluding Jolie and Nouvel

16 from their “joint investment” after Jolie filed for divorce in 2016. ¶ 90. By September 2019,

17 Nouvel was attempting to appoint its own representative to the Quimicum board based on its

18 concerns regarding dividends and overspending. ¶¶ 91–92. According to the Cross-Complaint,

19 Mondo Bongo “stonewalled” Nouvel’s attempt, and has continued rejecting Nouvel’s proposals to

20 appoint its own representatives ever since. ¶¶ 92, 94–100, 168–81.

21 Nouvel has attempted to cure its statute of limitations problem by amending its Cross-

22 Complaint to add the express (and conclusory) allegation that the deadlock “beg[an]” later, at a

23 meeting on September 8, 2020. ¶ 96. But, as set forth above, its own allegations undermine that

24
4
To the extent Nouvel’s tortious interference claim is based on its creditor status and shareholder
25
loan, the claim also fails because the relevant contractual agreement governing Nouvel’s rights as
26 a creditor is the loan agreement between Nouvel and Quimicum—not the Quimicum Articles.
And Nouvel has not even alleged the terms of that agreement. Rincon Band of Luiseño Mission
27 Indians etc. v. Flynt, 70 Cal. App. 5th 1059, 1111–12 (2021), review denied (Feb. 16, 2022)
(dismissing tortious interference with contract claim because the contract at issue was not the
28 source of the contractual rights allegedly being breached or disrupted).
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 1 made-for-litigation contention. And “artful pleading” is not permitted to circumvent an otherwise

2 applicable statute of limitations. Thomson v. Canyon, 198 Cal. App. 4th 594, 606 (2011). Since

3 Nouvel did not bring its claim within the two-year statute of limitations, the claim is time-barred.

4 II. Nouvel’s tortious interference with prospective economic advantage claims fail
5 (Claims 2 and 5).

6 To state a claim for tortious interference with prospective economic advantage, a plaintiff

7 must allege: (1) an economic relationship between the plaintiff and some third party, with the

8 probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the

9 relationship; (3) intentional acts on the part of the defendant designed to disrupt the relationship;

10 (4) actual disruption of the relationship; (5) economic harm to the plaintiff proximately caused by

11 the defendant’s acts; and (6) an independently wrongful act. Korea Supply Co. v. Lockheed Martin

12 Corp., 29 Cal. 4th 1134, 1153, 1158 (2003).

13 Nouvel alleges two versions of this claim against Pitt and Mondo Bongo, but they are

14 based on the same conduct. Specifically, Nouvel alleges that Pitt and Mondo Bongo (1) diverted

15 Château Miraval’s resources to vanity projects and entities in which Mondo Bongo (but not

16 Nouvel) holds an interest, (2) misappropriated Château Miraval’s trademarks, and (3) thereby

17 prevented Château Miraval from paying dividends to Quimicum that could be used to repay

18 Nouvel’s loans to Quimicum. ¶¶ 241–43, 284–85. For purposes of this demurrer, the only notable

19 difference between the two versions of the claim is that one (Claim 2) relies on Nouvel’s status as

20 both an indirect creditor and indirect shareholder of Château Miraval, while the other (Claim 5)

21 relies only on Nouvel’s indirect creditor status. Compare ¶¶ 237–39 (Claim 2), with ¶ 281 (Claim

22 5). These claims fail for the following reasons.

23 Insufficient Economic Relationship (Element 1). Neither a shareholder nor a creditor

24 relationship “constitutes a legally protected interest” for purposes of this tort. Worldwide

25 Commerce, Inc. v. Fruehauf Corp., 84 Cal. App. 3d 803, 808 (1978). In Worldwide Commerce, a

26 parent company had a creditor relationship with its subsidiary and sued the defendant for

27 interfering in that relationship by engaging in conduct that allegedly devalued the subsidiary. Id.

28 at 807. The court rejected this “novel” theory, explaining that a “creditor” relationship with a
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 1 subsidiary is insufficient, id. at 808, and likewise confirmed that the parent company was legally

2 required to “disclaim[]” a right to sue based on its “shareholder” relationship with its subsidiary,

3 id. at 809. As in Worldwide, this Court should reject Nouvel’s claim that its economic relationship

4 as an indirect creditor and/or indirect shareholder of Château Miraval has been harmed by the

5 purported devaluation of Château Miraval.

6 No causation (Element 5). These claims should also be dismissed because Nouvel fails to

7 plead Pitt and Mondo Bongo “proximately caused” Nouvel’s purported injuries. Korea Supply, 29

8 Cal. 4th at 1153. Nouvel’s theory is that Château Miraval “would have paid dividends to

9 Quimicum” and Quimicum “would have repaid Nouvel’s shareholder loans,” if Château Miraval’s

10 assets not been diverted or if Château Miraval had sold its trademarks at fair market value.

11 ¶¶ 246, 288. But it is entirely speculative to hypothesize that Château Miraval would have paid

12 Quimicum dividends in the absence of the alleged misconduct, rather than, for instance, re-invest

13 in its business. It is also entirely speculative to hypothesize that Quimicum would have repaid

14 Nouvel’s shareholder loans—which Nouvel nowhere alleges have even come due. Nouvel thus

15 fails to allege that Quimicum would have received dividends or that Nouvel’s loans would have

16 been repaid “but for” Pitt and Mondo Bongo’s conduct—let alone that Pitt or Mondo Bongo

17 “proximate[ly] cause[d]” the complained-of injury. Korea Supply, 29 Cal. 4th at 1165.

18 Lack of standing. As with Nouvel’s tortious interference with contract claim (Claim 1),

19 Nouvel lacks standing to assert both versions of its prospective economic advantage claim because

20 the claims are improperly derivative. See § I.D. The claims rely on the same theories of harm

21 and the same damages as Claim 1, and therefore must be dismissed as derivative. Compare

22 ¶ 233 (Claim 1), with ¶ 247 (Claim 2), and ¶ 289 (Claim 5); see also Prüm Decl. ¶¶ 46–49

23 (explaining that these harms are also derivative under Luxembourgish law).

24 Barred by the statute of limitations. These claims are also barred by the two-year statute

25 of limitations, Cal. Code Civ. Proc. § 339(1), which cannot be tolled under the “continuous

26 accrual doctrine,” Factory Direct, 411 F. Supp. 3d at 918. To the extent Nouvel’s claim is based

27 on the alleged diversion of Château Miraval’s assets to “vanity projects,” Nouvel’s window to sue

28 expired by no later than September 2021, two years after Jolie first sought to appoint a
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 1 representative to Quimicum’s board in connection with her alleged concerns regarding issues of

2 overspending and asset diversion. ¶¶ 91, 92.

3 And any claim based on Miraval Provence’s registration of Château Miraval’s trademarks

4 expired in June 2019, two years after the marks were first registered in June 2017. ¶ 122.

5 Nouvel’s allegation that it believed, until late 2021, that the registrations were temporary gets it

6 nowhere. ¶ 127. “So long as a suspicion exists, . . . the plaintiff must go find the facts” and

7 “cannot wait for the facts to find [it].” Jolly v. Eli Lilly & Co., 44 Cal. 3d 1103, 1111 (1988).

8 Nouvel’s original Cross-Complaint alleged that, at the time of the 2017 registrations, Nouvel

9 “asked for additional details,” but “received no response.” Cross-Compl. of Nouvel ¶ 88. While

10 Nouvel omits this allegation in its First Amended Cross-Complaint, it is bound by its prior

11 pleading under the sham-pleading doctrine, which prohibits a plaintiff from altering pleadings

12 “designed to conceal fundamental vulnerabilities.” Lockton v. O’Rourke, 184 Cal. App. 4th 1051,

13 1061 (2010) (dismissing claim under sham-pleading doctrine where amended pleading omitted

14 facts showing statute of limitations should not be tolled). That is exactly what Nouvel did here.

15 No “independently wrongful act” (Element 6). Finally, the claims should be dismissed

16 because Nouvel fails to plead an “independently wrongful act”—i.e., an act that is “proscribed by

17 some constitutional, statutory, regulatory, common law, or other determinable legal standard.”

18 Korea Supply, 29 Cal. 4th at 1159. Nouvel alleges that all of Pitt and Mondo Bongo’s purported

19 misconduct is “independently wrongful” because it violates Article 1240 of the French Civil Code.

20 ¶¶ 242–43, 284–85. But Article 1240 is a catch-all French tort statute that covers “any wrongful

21 conduct” causing harm to another. Prüm Decl. ¶ 56; Ex. U (Art. 1240, French Civ. Code) (“Any

22 act of man which causes damage to another shall oblige the person by whose fault it occurred to

23 repair it.”). Thus, a violation of Article 1240 cannot constitute an “independently wrongful act”

24 without negating the requirement that the actionable conduct be “wrongful by some legal measure

25 other than the fact of interference itself.” Korea Supply, 29 Cal. 4th at 1153 (emphasis added).

26 Nouvel also claims that Pitt and Mondo Bongo’s alleged involvement in Miraval

27 Provence’s purported misappropriation of Château Miraval’s trademarks is “independently

28 wrongful” because it “amounts to theft or conversion.” ¶¶ 242, 284. But the Cross-Complaint
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 1 plainly alleges that it was Miraval Provence that misappropriated Château Miraval’s trademarks—

2 not Pitt or Mondo Bongo. Nouvel alleges that the marks were registered “in the name of Miraval

3 Provence,” ¶ 121; that “Miraval Provence applied to register” the marks in the United States and

4 Europe, ¶¶ 122–24; that Miraval Provence is “prosecuting multiple trademarks using the Miraval

5 name,” ¶ 125; and that “Miraval Provence refused” to return the trademarks upon Nouvel’s

6 request, ¶ 191. The vague allegation that Pitt and Mondo Bongo registered these trademarks for

7 Miraval Provence is entirely conclusory. ¶ 242 (referring to “Cross-Defendants’ registration . . .”);

8 ¶ 284 (same). Moreover, Miraval Provence’s alleged trademark misappropriation had the exact

9 same effect on Mondo Bongo, and thus Pitt, as it did on Nouvel: Both shareholders allegedly

10 went from a 50% indirect interest in the marks (through Château Miraval) to a 25% indirect

11 interest (through Miraval Provence). See ¶¶ 23, 120.

12 III. Nouvel’s trespass to chattels claim fails (Claim 7).

13 For its trespass to chattels claim, Nouvel alleges that Pitt and Mondo Bongo “intermeddled

14 with the quality of [Nouvel’s Quimicum] shares by interfering with Nouvel’s rights as a

15 shareholder of Quimicum and stripping Quimicum of the economic benefits of its investments.”

16 ¶ 305. Under California’s three-step “governmental interest” test, which dictates the jurisdiction

17 whose law should apply to a claim, Luxembourgish law governs this claim. See Chen v. L.A.

18 Truck Ctrs., LLC, 7 Cal. 5th 862, 867 (2019).

19 At step one of the governmental interest test, the court determines whether each

20 jurisdiction’s law “is the same or different” with regard to the issue in question. Id. Here, as

21 explained by Professor Prüm, a claim for trespass to chattels does not exist under Luxembourgish

22 law, Prüm Decl. ¶ 52, so the law is different. At step two, the court examines each jurisdiction’s

23 interest in the application of its law to determine whether “a true conflict exists.” Chen, 7 Cal. 5th

24 at 867–68. Luxembourg has a substantial interest in applying its laws to these facts. Nouvel’s

25 claim is based on Pitt and Mondo Bongo’s supposed “intermeddl[ing] with the quality or value of

26 Nouvel’s Quimicum shares” by imposing “a shareholder deadlock at Quimicum,” a Luxembourgish

27 entity. ¶ 306 (emphasis added). At step three, courts consider which jurisdiction’s interest would

28 be “more impaired” if its law was not applied. Chen, 7 Cal. 5th at 868. Here, where the relevant
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 1 conduct occurred in Luxembourg and concerns a Luxembourgish entity, and where California’s

2 only potential interest is based on Nouvel’s California residence, Luxembourg’s interest in the

3 application of its law clearly outweighs California’s interest (if any). See, e.g., Offshore Rental

4 Co. v. Cont’l Oil Co., 22 Cal. 3d 157, 160 (1978) (Louisiana law applied despite precluding

5 California resident’s claim for loss of services of a “key employee” who was injured on

6 defendant’s Louisiana premises, because Louisiana does not permit “key employee” suits). As

7 Luxembourg does not recognize a claim for trespass to chattels, the claim should be dismissed.

8 But even if the Court were to apply California law, Nouvel has failed to state a claim.

9 According to Nouvel, Pitt and Mondo Bongo’s alleged “intermeddl[ing]” devalued Nouvel’s

10 shares in Quimicum to the tune of $350 million in damages. ¶ 309. But trespass to chattels is “an

11 occasional remedy for minor interferences, resulting in some damage, but not sufficiently serious

12 or sufficiently important to amount to the greater tort of conversion.” Intel Corp. v. Hamidi, 30

13 Cal. 4th 1342, 1351, 1358 (2003). And it requires some “physical or functional harm or

14 disruption” to the plaintiff’s property, id. at 1360—absent here—and thus does not generally

15 remediate “indirect harms to . . . business interests,” id. at 1358. Allowing Nouvel to proceed on

16 its shares-as-chattels theory—however creative it may be—would thus upset California tort law in

17 “untold ways,” “expand[ing] the tort of trespass to chattel . . . to unanticipated circumstances.” Id.

18 at 1350. It would allow complainants to leverage a tort designed for minor property offenses to

19 bring business lawsuits seeking hundreds of millions (or billions) of dollars in damages whenever

20 the value of their stock holdings is diminished. And it would displace and largely nullify the torts

21 of tortious interference and breach of fiduciary duty—stricter torts that are properly based on

22 harms that devalue an owner’s financial interest in its contracts or corporate stock. See id. at 1359

23 (trespass to chattels claim failed because injuries were “protected by other branches of tort law”).

24 The claim should also be dismissed because Nouvel (1) lacks standing to bring it and

25 (2) fails to plead the critical element of “proximate[] caus[ation].” Id. at 1357. With respect to

26 standing, as with Nouvel’s tortious interference claims, the injury alleged is derivative in nature.

27 See § I.D. With respect to proximate causation, Nouvel’s theory of causation is again

28 (a) impermissibly premised on a daisy-chain of inferences about what currently nonexistent boards
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 1 of directors might do in the absence of a shareholder deadlock, see ¶ 308, and (b) dependent on

2 attributing conduct to the shareholder deadlock that predates the shareholder deadlock, see § I.C.

3 IV. Nouvel’s Luxembourgish breach of the duty of good faith claim fails (Claim 6).

4 Nouvel alleges that Mondo Bongo has failed to perform the Quimicum Articles in “good

5 faith” under Luxembourgish law by: (1) not providing Nouvel with information about Château

6 Miraval; (2) not voting for Nouvel’s nominees to the Quimicum board; and (3) depriving Nouvel

7 of the normal benefits of the Quimicum Articles. ¶¶ 296–99. As Professor Prüm’s declaration

8 makes clear, these allegations are insufficient to plead a claim under Luxembourgish law.

9 Information sharing. Mondo Bongo is not required to share information with Nouvel

10 about Château Miraval. The Quimicum Articles contain no such requirement, Prüm Decl. ¶ 11;

11 Ex. C (Quimicum Articles), and there is no Luxembourg authority requiring shareholders to

12 exchange financial or business information about a subsidiary, Prüm Decl. ¶¶ 10–12.

13 Shareholder deadlock. Only in exceptional circumstances can a shareholder be sanctioned

14 for its voting decisions—namely when a shareholder has committed an abuse of voting rights. See

15 Prüm Decl. ¶ 14 (challenges to a shareholder’s voting decision “must be [made] by way of a claim

16 of abusive exercise of voting rights”). But as discussed below, Nouvel fails to meet this standard.

17 See § V. Indeed, no Luxembourg court has ever “found a shareholder liable for breaching the duty

18 of good faith through the alleged imposition of a shareholder deadlock.” Prüm Decl. ¶ 14.

19 Deprivation of normal benefits. Nouvel alleges that Mondo Bongo deprived Nouvel of

20 the “normal benefits” of the Quimicum Articles by creating a shareholder deadlock that has

21 precluded Quimicum from supervising Château Miraval and Nouvel from effectively taking part

22 in collective decisions of Quimicum. ¶¶ 299(a), (b). But under Luxembourgish law, neither

23 Quimicum nor Nouvel has the “legal right[] to manage the affairs” of Château Miraval, Prüm

24 Decl. ¶¶ 16, 17, which is a “distinct legal entity” with its own board and management, Prüm Decl.

25 ¶ 23. And to the extent Nouvel has a right to take part in “collective decisions” at Quimicum, that

26 right is limited to participating in shareholder meetings and voting its shares in Quimicum, Prüm

27 Decl. ¶ 20 (taking part in “collective decisions . . . means only that shareholders be able to

28 participate in shareholder meetings and vote the shares they hold in the company”). Nouvel
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 1 routinely does that. ¶¶ 90–99, 168–81. Moreover, the shareholders do not owe any duty to

2 facilitate collective decision-making “as to one another.” Prüm Decl. ¶ 20.

3 Nouvel also alleges that Mondo Bongo disrupted “Nouvel’s right to a proportionate share

4 of the assets and profits” of Quimicum by “caus[ing] Chateau Miraval’s funds and assets to be

5 misappropriated.” ¶ 299(c). But, as set forth by Professor Prüm, Nouvel has no such right under

6 Luxembourgish law, other than “when the company is dissolved and put into liquidation,” which

7 has not occurred. Prüm Decl. ¶ 21.

8 Causation / Standing. Finally, just as with Nouvel’s California law claims, see §§ I.C,

9 I.D, Nouvel’s duty of good faith claim also fails for lack of causation and because Nouvel does not

10 have standing to bring claims premised on derivative harm. As Professor Prüm details through

11 extensive citation of Luxembourg authorities, both are equally well-established principles of

12 Luxembourgish law, Prüm Decl. ¶¶ 39–42 (causation); ¶¶ 43–50 (standing), which apply here for

13 the reasons discussed above.

14 V. Nouvel’s Luxembourgish abuse of right claim fails (Claim 8).

15 Nouvel’s claim for abuse of right under Article 6-1 of the Luxembourg Civil Code alleges

16 that Pitt and Mondo Bongo imposed shareholder deadlock at Quimicum to benefit themselves.

17 The claim, which Nouvel is simultaneously pursuing in Luxembourg (to no avail), see ¶ 180;

18 Ex. Y (Nouvel Summons, Lux. Dist. Ct. (June 28, 2022)), fails for multiple independent reasons.

19 Abuse of right standard. Under Luxembourgish law, “shareholders have the right to vote

20 in their best interest.” Prüm Decl. ¶ 29. Article 6-1 is violated in connection with an abuse of

21 voting rights only where a “shareholder has acted maliciously without any real usefulness for itself

22 and without any regard for the rights of others in exercising its voting rights.” Prüm Decl. ¶ 30.

23 Nouvel has not pleaded facts meeting that stringent standard. Under Luxembourgish law,

24 shareholders are “entitled to have a different opinion . . . regarding the corporate interest of

25 [Quimicum] . . . and to vote their shares accordingly.” Prüm Decl. ¶ 36. It is “entirely appropriate

26 for shareholders to consider a variety of factors, including whether they prefer an independent

27 board, whether they view a proposed candidate as representing a competitor of the company,

28 whether an appointment would disrupt the long-term strategy of the business and whether it is
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NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
DEMURRER TO FIRST AMENDED CROSS-COMPLAINT OF NOUVEL
 1 appropriate for the company to expand the size of its board.” Id. That is particularly so here,

2 where the terms of the Quimicum Articles do not provide for each shareholder to appoint its own

3 designee to the board. Prüm Decl. ¶ 28. Moreover, in light of the installation of a provisional

4 administrator at Quimicum, ¶ 181, Nouvel cannot claim that the “survival of the company” is “at

5 stake,” negating one of the elements of an abuse of right claim. Prüm Decl. ¶ 37. There is “no

6 legal precedent” in Luxembourg sustaining an abuse of voting rights claim when the company’s

7 survival is not at risk. Prüm Decl. ¶¶ 32, 37. 5

8 Causation. This claim also fails because there is no “causal relationship between the

9 alleged wrongful conduct and the alleged loss.” Prüm Decl. ¶ 39. Once again, Nouvel alleges that

10 the shareholder deadlock is the “direct cause” of its alleged injuries because “any reasonable

11 director of Quimicum would have removed Chateau Miraval’s directors in thrall to Pitt who

12 allowed the misappropriation of Chateau Miraval’s assets . . . and replaced them with directors

13 who would defend and protect Chateau Miraval’s assets.” ¶ 318. But “[s]peculation about what

14 may have or could have happened do not support the element of causation under Luxembourgish

15 law.” Prüm Decl. ¶ 41. And in any event, the purported misconduct predates the shareholder

16 deadlock at Quimicum, such that the misconduct “cannot be traced to [it].” Prüm Decl. ¶ 42.

17 Standing. This claim should also be dismissed because Nouvel may recover only for losses

18 “it has suffered personally and directly”—not those that are “merely derivative of a loss suffered

19 by Quimicum.” Prüm Decl. ¶ 43. Here, for the reasons explained above, “[t]he damages alleged

20 by Nouvel . . . are not direct and personal as required by Luxembourgish law.” Prüm Decl. ¶ 49.

21 CONCLUSION

22 For the foregoing reasons, the Court should sustain the demurrer and dismiss the claims

23 against Pitt and Mondo Bongo with prejudice.

24

25 5
Moreover, this claim is premised on the allegation that Mondo Bongo has “systematically
26 opposed all resolutions put forward by Nouvel.” ¶ 179. But in February 2023, Mondo Bongo
informed the Luxembourg court that it agreed to Nouvel’s proposal for a two-member board at
27 Quimicum. See Ex. L (Ltr. from Mondo Bongo to Lux. Dist. Ct. (Feb. 17, 2023)). When Nouvel
opted for a provisional administrator instead, Mondo Bongo agreed again. ¶ 181. These facts,
28 which Nouvel omits from its Cross-Complaint, further undermine its abuse of voting rights claim.
-25-
NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
DEMURRER TO FIRST AMENDED CROSS-COMPLAINT OF NOUVEL
 1 DATED: September 20, 2023 By: /s/ John V. Berlinski
BIRD, MARELLA, BOXER, WOLPERT, NESSIM,
2 DROOKS, LINCENBERG & RHOW, P.C.
John V. Berlinski
3
WACHTELL, LIPTON, ROSEN & KATZ
4 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
5 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
6
Attorneys for Plaintiffs and Cross-Defendants
7 William B. Pitt and Mondo Bongo, LLC and
Cross-Defendant Warren Grant
8

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NOTICE OF PITT AND MONDO BONGO’S DEMURRER AND
DEMURRER TO FIRST AMENDED CROSS-COMPLAINT OF NOUVEL
 1 PROOF OF SERVICE

2 William B. Pitt and Mondo Bongo, LLC v. Angelina Jolie, et al.

Case No. 22STCV06081
3
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
4
At the time of service, I was over 18 years of age and not a party to this action. I am
5 employed in the County of Los Angeles, State of California. My business address is 1875 Century
Park East, 23rd Floor, Los Angeles, CA 90067-2561.
6
On September 20, 2023, I served the following document(s) described as WILLIAM B.
7
PITT AND MONDO BONGO, LLC’S NOTICE OF DEMURRER AND DEMURRER TO
8 FIRST AMENDED CROSS-COMPLAINT OF NOUVEL, LLC; MEMORANDUM OF
POINTS AND AUTHORITIES IN SUPPORT THEREOF on the interested parties in this
9 action as follows:

10 SEE ATTACHED SERVICE LIST

11 BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
sent from e-mail address ckehlenbeck@[Link] to the persons at the e-mail addresses
12
listed in the Service List. I did not receive, within a reasonable time after the transmission, any
13 electronic message or other indication that the transmission was unsuccessful.

14 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
15
Executed on September 20, 2023, at Los Angeles, California.
16

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18 /s/ Christine A. Kehlenbeck

Christine A. Kehlenbeck
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PROOF OF SERVICE
 1 SERVICE LIST
William B. Pitt and Mondo Bongo, LLC v. Angelina Jolie, et al.
2 22STCV06081
3
Paul D. Murphy Attorneys for Defendant and Cross-
4 Daniel N. Csillag Complainant
MURPHY ROSEN LLP Angelina Jolie
5 100 Wilshire Blvd., Suite 1300
Santa Monica, CA 90401
6 Email: pmurphy@[Link]
Email: dcsillag@[Link]
7

8 Keith R. Hummel Attorneys for Defendant and Cross-

Justin C. Clarke Complainant
9 Jonathan D. Mooney Nouvel, LLC
CRAVATH, SWAINE & MOORE LLP
10 Worldwide Plaza
825 Eighth Avenue
11
New York, NY 10019
12 Email: khummel@[Link]
Email: jcclarke@[Link]
13 Email: jmooney@[Link]

14 Joe Tuffaha
Prashanth Chennakesavan
15
LTL ATTORNEYS LLP
16 300 South Grand Avenue, Suite 1400
Los Angeles, CA 90071
17 Email: [Link]@[Link]
Email: [Link]@[Link]
18
Mark T. Drooks Appearing specially to challenge
19
BIRD, MARELLA, BOXER, WOLPERT, NESSIM, jurisdiction on behalf of Cross-
20 DROOKS, LICENBERG &rdRHOW, P.C. Defendants
1875 Century Park East, 23 Floor Marc-Olivier Perrin, SAS Miraval
21 Los Angeles, CA 90067 Provence, and Families Perrin.
Email: mdrooks@[Link]
22
S. Gale Dick
23
COHEN & GRESSER
24 800 Third Avenue
New York, NY 10022
25 Email: sgdick@[Link]

26

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PROOF OF SERVICE
 1 Laura W. Brill Appearing specially to challenge
Katelyn A. Kuwata jurisdiction on behalf of Cross-
2 KENDALL BRILL & KELLY LLP Defendants
10100 Santa Monica Blvd., Suite 1725 Gary Bradbury and Roland Venturini
3
Los Angeles, CA 90067
4 Email: lbrill@[Link]
Email: kkuwata@[Link]
5

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PROOF OF SERVICE
 Journal Technologies Court Portal

Make a Reservation
WILLIAM B. PITT, et al. vs ANGELINA JOLIE, et al.
Case Number: 22STCV06081 Case Type: Civil Unlimited Category: Other Breach of Contract/Warranty (not
fraud or negligence)
Date Filed: 2022-02-17 Location: Stanley Mosk Courthouse - Department 16

Reservation
Case Name: Case Number:
WILLIAM B. PITT, et al. vs ANGELINA JOLIE, et al. 22STCV06081

Type: Status:
Demurrer - without Motion to Strike RESERVED
Filing Party: Location:
William B. Pitt (Plaintiff) Stanley Mosk Courthouse - Department 16
Date/Time: Number of Motions:
01/19/2024 9:00 AM 1
Reservation ID: Confirmation Code:
824939118437 CR-6Q65YBSBZPSMNOBAY

Fees
Description Fee Qty Amount

Demurrer - without Motion to Strike 60.00 1 60.00

Credit Card Percentage Fee (2.75%) 1.65 1 1.65

TOTAL $61.65

Payment
Amount: Type:
$61.65 AmericanExpress
Account Number: Authorization:
XXXX1001 181016
Payment Date:
1969-12-31

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