Random Fuzzy
The Second Amended Complaint
- Another amended complaint allows for further delays in the proceedings as it will necessarily trigger new responses to it.
This is the umpteenth rehash fresh on the heels of the VF article. Added to that are tons of superfluous, repetitive filings and dozens of pro hac vice applications purposely cluttering the case file. Just as they hoped, the 2nd amended complaint (2AC), which they were forced to refile in unredacted form, did not attract much if any media attention.
- The 2AC quotes from the agreements, their negotiating history and other purported communication without any change to its claims. The main purpose of this filing seems to be the delay and to use new info to leave strong hints that point to the truth.
- 2AC states
Notably, Jolie broadly released in the Purchase Agreement any claims she may have against Nouvel, Quimicum, Château Miraval S.A., Miraval Provence, and any of its members, managers, or officers. Showing her malice, there is one exception: claims “against Brad William Pitt.” As the drafting history of the Purchase Agreement makes clear, Jolie also made sure to provide the explicit clarification that she would not release claims against Pitt “of whatever nature,” and thus not only claims related to the former couple’s divorce and custody proceedings. Id. § 5.6.The release of claims usually occurs when the parties being released have given something in turn. The exact same broad release is extended to Quimicum, Château Miraval S.A., Miraval Provence and its members, managers, or officers as was given to Nouvel, in what is supposed to be the Purchase Agreement for Nouvel. This suggests that Quimicum, Château Miraval S.A., and Miraval Provence had the exact same participation as Nouvel in the sale.
Brad's name in all his legal filings is William Bradley Pitt. Brad William Pitt is not the same legal person. The Purchase Agreement releases "Quimicum, Château Miraval S.A., Miraval Provence and any of its members, managers, or officers." William Bradley Pitt was the only other member of Quimicum and Château Miraval S.A. aside from Angelina. They both were members along with the Perrins in Miraval Provence through Chateau Miraval. Brad and the Perrins are the only members the release could be referring to. Regardless of what the 2AC claims was in the drafting history, the exception for “Brad William Pitt" in the actual legal purchase agreement is like the "not consenting to the sale" in the S&O to lift the ATROs -- totally meaningless.
- The purported letters from Shefler to Angelina also hint at the truth behind this sale.
“106. On July 15, 2021, Shefler sent Jolie a letter thanking her for “accepting [his] offer,” despite the “potential complications of the deal” and even though it was “not that straight forward as we would all like it to be.” He also confirmed his intention to “sign[] a binding agreement . . . within the next couple of weeks.”
And in September 2021, shortly before the purported deal closed, Shefler reached out to Jolie again, this time thanking her “for [her] willingness to assist in resolving potential issues with [Pitt]” and expressing regret that their “unique transaction . . . is not as straight forward as we would all like.”
- The heart of the complaint remains:
"And in the wake of the adverse custody ruling, she no longer wanted to sell to Pitt"Recall a VF source stated
“This case has been covered as a celebrity divorce; it is really a story about abuse."The same reason why the abuse was hidden under the divorce filing is why their joint sale is hidden by the wrangling.
That is the story. All the court filings and all the related statements esp. from the lawyers who worked on them are part of the same false narrative. Strictly for your amusement.
- 2AC states that Ouderkirk was "the very same judge who, years earlier, had officiated their wedding at Miraval" but is silent on the Appellate Court's decision ordering his disqualification and on the fact that the rulings that are central to their case were almost immediately vacated.
- The 2AC does not address the events of Sept. 14, 2016 and its aftermath or Brad's behavior and alcoholism discussed at length in Nouvel's and Angelina's crosscomplaints. A tacit admission that every word is true.
- 2AC states that Angelina said
"she could no longer maintain any ownership position in an alcohol-based business.
her decision was prompted by Miraval’s recent ad campaign, which featured Pitt’s personal image to promote Miraval rosé.
"Jolie’s claimed personal objections to the alcohol industry, Jolie was eager to do business with Shefler and his massive spirits conglomerate, best known for its hard-liquor labels."The 2AC's attempts to misstate are too obvious.
- 2AC devotes some space to the matter of the transfer of the trademarks. It does not refute the key contentions by Nouvel that there was no proper authorization and no compensation.
From Nouvel's filings:
Pitt's usurpation of the governance of Château Miraval has had dire consequences. Dating back to at least 2017, Château Miraval’s directors, without proper authorization, have allowed a different French entity, Miraval Provence, to register as its own Château Miraval’s trademarks, which are among its most valuable assets, apparently for no compensation.2AC:
In early 2018, Jolie, through her advisor Bird, was informed of these developments and asked whether she wanted Perrin to move these trademarks back to Château Miraval S.A. Neither Jolie nor Bird gave any indication that she did. And several days later, when Château Miraval S.A.’s CEO sent Jolie an update about the Miraval Provence business, including a reminder about the “registration of the [t]rademarks with [Miraval Provence],” Jolie told the CEO that she “need[ed] to spend time to review” his update, but was “very grateful to see and understand what the plans are and hope[d] to be helpful in moving forward.” Jolie never voiced any concern that Miraval Provence was registering the marks, and she agreed to cap her endorsement fee pursuant to Perrin’s revised strategy.That was clearly woefully (and legally) inadequate for the transfer of trademarks worth hundreds of millions of dollars. Considering how actively involved their lawyers and managers are in every facet of their affairs, it is inconceivable that there was no signed legal agreement(s) that included a detailed valuation of the trademarks and compensation. Recall from VF: "Soon after Pitt and Jolie’s visit to Miraval, Bove heard from their brokers, then from lawyers and more lawyers."
They are constrained from publicly admitting that they are acting in concert after Sept. 14, 2016 -- which is when the transfers started. It is the same reason why they can't present any agreement covering the sale of Nouvel.
- The 2AC discusses the NDA that was the reason given by Murphy as to why Angelina walked away from the sale. It claims the NDA stated:
89. The mutual and standard clause proposed by counsel for Pitt and Perrin was narrower; it was intended to protect the business. It read: At no time for a legally binding period of four (4) years following the Closing Date, and, on a good faith basis, any period thereafter, shall the Parties (i) make any statements, or take any other actions whatsoever, to disparage, defame, or compromise the goodwill, name, brand or reputation of Miraval Provence or any of its affiliates or direct and indirect shareholders, including Ms. Angelina Jolie, Mr. William Bradley Pitt, Mr. Marc Perrin and Familles Perrin SAS or (ii) commit any other action that could likely injure, hinder or interfere with the Business, business relationships or goodwill of Miraval Provence, its affiliates or its direct and indirect shareholders.This hands Murphy an obvious rebuttal: Angelina would only be free to make claims in any legal proceedings which, because they concern the children, are sealed. She would be muzzled outside the court even from, for example, presenting the FBI report. Murphy's claims on the NDA, while also shaky since Angelina has been protecting Brad without an NDA, stands.
The clause also made clear that there would be no limitation on Jolie’s ability to speak in connection with Pitt and Jolie’s divorce or custody proceedings. It specifically provided: This commitment shall however not limit the ability, for any Party, to make any claims, filings or testimony in any legal proceedings.
- It also claims that "less than a year" after June 13, 2021
Jolie, through divorce counsel, proposed an even broader nondisparagement clause that would have provided that "o]ther than in court pleadings or testimony, neither party shall directly or through a party’s representatives make in a public forum any derogatory remark about the other party.”The only matter that required their active involvement after June 13, 2021 was the lifting of the ATROs. Once they were done with the hearings with the mental health experts, they were done with the proceedings. There were no further hearings or motions other than the CA Board of Psychology's request for access to files to pursue it investigation of Stan Katz. That was filed in November, 2021, and finally granted by the Court in April, 2022. Judge Ouderkirk was ordered disqualified by the Appellate Court on July 23, 2021.
Other than Anne Kiley's statements to the press, the divorce lawyers haven't had anything more to do. The supposed very late suggested NDA is akin to closing the barn door after the horse has bolted. It wounldn't have covered anything.
- The 2AC claims that
The Exclusivity Agreement restricted both parties from communicating with Pitt.Specifically,
Stoli committed that it would “not approach in any manner” Quimicum, Château Miraval, Miraval Provence, or any of their direct or indirect shareholders (i.e., Pitt)—not just for the duration of the Exclusivity Period (the time period for most other obligations in the agreement) but until “the completion of the Transaction.” Exclusivity Agreement § 2(g). Jolie, for her part, agreed not to “re-start” any existing negotiations for her stake of Miraval.
Notwithstanding Stoli’s apparent enthusiasm for being in business with Pitt, Stoli knew that Pitt was not going to be happy that a stranger had covertly forced its way into his family home and business in an effort to co-opt his well-earned fame and stardom.
Before the purported sale was announced, Jolie’s team therefore advised Stoli that they “ha[d] discussed and sounded approaching [Pitt]” but “concluded that Brad would take it quite badly if he was contacted directly” by Stoli. Thus, the same day Stoli announced the purported transaction, Stoli representatives emailed Bird, Jolie’s business manager and the manager of Nouvel, demanding that she immediately reach out to Pitt’s business manager: “[W]e really need to make contact first thing this morning . . . as there is concern that the longer it takes to make contact the greater the potential risk to [Pitt’s] reaction.”
decks Tenute del Mondo prepared setting out its strategy for “harness[ing]” the “star power” of Pitt to leverage its investment:
Stoli wanted to be able to pretend after coming into the business that the registrations were illegitimate, as part of its hostile takeover strategy.
Taken together it simply does not make any sense.
From Mannis' July, 2021 RFO to lift the ATROs:
Lance Spiegel's declarationOn June 18, 2021, I received an email from Petitioner's counsel‚ Joe Mannis, asking me to "confirm [his] belief that the ATROS are no longer in force given the length of Separation of the parties, etc." Thereafter I discussed with Mr. Mannis, and he indicated that Petitioner wished to "lift" the ATROS for estate planning purposes. Mr. Mannis also informed me that he would send a proposed stipulation to me. On June 25, I asked Mr. Mannis if his proposed stipulation had any implications on Petitioner trying to sell assets in France, and Mr. Mannis responded Petitioner was exploring sales involving the French assetsSimon's declarationAs set forth in Mr. Schummer's declaration filed in support of the RFO (see, Exhibit "D” hereto), he is hopeful to keep the sale afloat by demonstrating to the Buyer Petitioner‘s good faith to go forward with the sale in that she has sought and is seeking relief from the ATROs, and will sign an Exclusivity Agreement with the addition of a condition precedent that the Agreement is subject to this Court lifting the ATROs as they may apply to the sale of her membership interest in Nouvel, LLC.Schummer's dclaration
Time is of the essence to lift the ATROs as soon as possible because the Buyer is anxious to finalize the sale and may at anytime pull out of the proposed sale.
Respondent’s counsel has been aware of Petitioner’s request that Respondent consent to lift the ATROs as they may apply to the sale of Portioner's separate property membership lnterest since Mr. Mannis’ email to counsel on June 25, 2021. (See, 1] 7 of Mannis declaration filed in support of Petitioner’s RFO (Exhibit “D” hereto). Despite several request thereafter‚ Petitioner has yet to receive Respondent’s response whether Respondent will consent to lift the ATROs as they may apply to the subject sale transaction, or a legal basis for Respondent to block the sale other than the existence of the ATROs. 4 (Id. at 118.)I am advised that under California law Ms. Jolie may not be able to sign the exclusivity agreement without first being relieved from the temporary restraining orders under California Family Code section 2040 (“ATROs”) even though Nouvel is, as l understand, Ms. Jolie‘s separate property, the parties’ previously bifurcated and terminated their marital status, and the divorce proceeding is approaching five years since the Initial filing and automatic issuance of the temporary restraining orders.Mannis' July 5, 2021 memorandumUnless the ATROs are immediately lifted with respect to the proposed sale of Petitioner's membership interest in Nouvel. LLC (a sale opportunity which arose only after lengthy and unsuccessful negotiations by Petitioner to extricate herself from being a disregarded business partner with her ex-husband), the third-party buyer will not be bound to go forward with the sale and Petitioner will be at Respondent's mercy to control the terms of any disposition of her separate property until such time as this matter comes to trial on the remaining financial issues. Based on the foregoing‚ Petitioner respectfully requests that the Court grant the relief requested in this RFO to exercise its authority to lift the ATROs to Petitioner’s membership interest in Nouvel, LLC.
Despite all of the above, the 2AC claims
Pitt continued to be kept entirely in the dark. On September 8, 2021, as negotiations between Stoli and Jolie continued in secret, Pitt agreed to stipulate to the formal lifting of the ATROs. Disposition of Nouvel was not subject to the jurisdiction of the divorce court, so Pitt stipulated to that in good faith, even though it is now clear that Jolie withheld material information from him. At the same time, Pitt, who did not know that Stoli and Jolie had bound themselves to keep their negotiations secret from him, believed that Jolie could not sell her interest in Miraval without his knowledge—both because of his and Mondo Bongo’s rights and because, as Jolie represented to the divorce court, any buyer would first undertake diligence about Miraval. (Jolie did not tell the divorce court that the confidentiality restrictions meant no such due diligence would involve reaching out to Pitt, Mondo Bongo, or Miraval.) Pitt made crystal clear in the stipulation that he was “not consenting to the sale of Nouvel LLC or any of the assets thereof” (i.e., Jolie’s stake in Miraval). The divorce court entered the stipulation on September 22, 2021.Not consenting is different from objecting to, and if he did not want the sale to go through, it is crystal clear that all he had to do was not agree to the S&O to lift the ATROs which his lawyers drafted.
To prop up the obviously false narrative, the 2AC has had to resort to very strained, bizarre reasoning.
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2AC in part
c. Shefler’s numerous letters to Jolie (a California resident) further confirm Shefler’s personal participation in the deal and the fiction of his representation that his relationship to Nouvel is “highly attenuated.” In July 2021, Shefler thanked Jolie for accepting his offer to purchase her stake in Miraval. As he put it to Jolie: “[T]hank you for your trust in me & my company, and accepting my offer made in regards to sale of Miraval.” And in September 2021, shortly before the purported deal closed, Shefler reached out to Jolie again, this time thanking her “for [her] willingness to assist in resolving potential issues with [Pitt]” and expressing regret that their “unique transaction . . . is not as straight forward as we would all like.” Even after the deal closed, Shefler continued sending letters to Jolie concerning the purported transaction, at one point asking her to consider extending “the remaining payments [he owed Jolie] for couple of months [sic], which would really help my company.” After a back-and-forth through their representatives, Shefler and Jolie came to an agreement to extend certain payments. Shefler has also sent communications to Pitt, in turn threatening him and in turn expressing a fervent desire to partner with him.
g. The Stoli Parties also have secured ongoing contractual benefits from Jolie, a California resident, through the Purchase Agreement. Under its terms, Tenute del Mondo—and the other Stoli Parties and their affiliates—are entitled to indemnification from Jolie for “all Losses” resulting from “any Liability of [Nouvel]” resulting from breaches of key representations and warranties, including Jolie’s authority to sell Nouvel, for three years after the closing of the purported deal. See Purchase Agreement § 7.2(a). Jolie is also required to “assist[]” Tenute del Mondo after the closing to “implement the transactions” to which the parties agreed—in other words, to assist Tenute del Mondo in rebuffing any challenges to the deal. Id. § 5.4. The Stoli Parties’ contractual relationship with Jolie in connection with their purported purchase of Nouvel is also ongoing pursuant to an addendum to the Purchase Agreement, which requires Jolie to cooperate with the Stoli Parties and to bear the cost of certain attorneys’ fees incurred in connection with ongoing litigation between Mondo Bongo and Stoli controlled Nouvel in Europe. See Addendum to Purchase Agreement dated September 27, 2021 (the “First Addendum”) § 2. Moreover, in connection with the European litigation, the Stoli Parties, including Oliynik personally, were granted access to the files of California-based Bird, and they secured a declaration from Jolie (executed in Los Angeles, California)
33. To effectuate their acquisition of Miraval in 2008, Pitt and Jolie each established a California limited liability company. Pitt named his entity “Mondo Bongo” after a song featured in Mr. and Mrs. Smith, the film that Pitt and Jolie were making when they met. Jolie named her entity “Nouvel,” the middle name of one of the couple’s children. Jolie formed Nouvel for the sole purpose of holding her interest in Quimicum (and, indirectly, Miraval) and nothing else.
37. While Pitt had been led to believe in the run-up to the purchase that the existing wine business on the estate could pay for itself, that was not true. The business was losing money each year. Initially, Pitt and Jolie determined that they would invest in Miraval, through loans through Quimicum, on a pro rata basis reflecting their respective 60-40 ownership interest. But in 2013, in the midst of renovations, Jolie stopped contributing. Jolie’s business manager explained Jolie’s reasoning: “Although Angie is very excited and pleased about the changes to the property and knows that Miraval is going to be a beautiful home for their family,” her decision to direct films (instead of act) left her unable to afford further contributions.
38. Thus, as both Pitt and Jolie—by then engaged to be married—recognized, unless Pitt continued to finance the development of Miraval, the couple’s plan for their family estate and business would be derailed.
40. In making these investments, Pitt was assured—based on, among other things, the couple’s years-long relationship and marriage, their joint vision for Miraval as a family-owned and operated business, her assurances to him that she shared that vision and would not disrupt it,
Pitt’s transformation of the estate into a private residence for the family, and Jolie’s willingness to allow him to invest in a manner far disproportionate to his relative ownership share—that, as a matter of mutual and binding commitment, the couple would hold Miraval together, and that, if the time ever came, neither could or would dispose of his or her interest separately without the other’s consent.
47. Thus, while Pitt did not seek a written “buy / sell” agreement when he and Jolie first acquired Miraval in 2008 based on his belief that a written agreement predetermining the precise terms of a future sale of the couple’s family home and family business was not “necessary for two reasonable people” in a long-term relationship, the Quimicum Transfer Restrictions between Mondo Bongo and Nouvel (entered the same year Miraval began its partnership with Perrin, as described further below), as well as the mutual and binding commitment between Pitt and Jolie directly evidenced by their conduct and statements over time, ensured that each party would be protected in the event of a sale.
63. From March to May 2017, Pitt and Jolie, along with their respective business managers, Warren Grant and Terry Bird, worked out an $8 million loan from Pitt to Jolie for the purchase of Jolie’s new California home. In tandem, they discussed how to allot Pitt’s and Jolie’s respective ownership interests in Miraval in the event that Pitt bought out Jolie or of a joint sale. Throughout the discussions, Jolie and Bird promised Pitt that Jolie “[saw] Miraval as a center point for them and their grandchildren,” and that any sale would account for Pitt’s disproportionate investment.
64. In March and April 2017, Pitt and Jolie discussed exactly what the split would be in the event of a joint sale, with Jolie at one point informing Pitt that she was amenable to a 68-32 split (reflecting Pitt’s and Jolie’s actual levels of investments). Jolie assured him, “I will only take what I put in” and “I don’t take anything you put in in the future.” “Again,” she reiterated, “I can’t imagine the day this is a reality. It’s a gift to our children in the end. It’s not even ours really. It’s an investment and business they will inherit.” In May 2017, Pitt agreed to provide Jolie with the $8 million loan for her new home in California.
65. Over the next few months, Pitt and Jolie continued to discuss how they would split the proceeds in the event of a joint sale of Miraval. Throughout the course of these negotiations, Jolie never questioned Pitt’s right to a large majority of the proceeds from any sale or suggested that she could or would sell her interest separately without Pitt’s and Mondo Bongo’s consent. To the contrary, she vowed to Pitt, “I agree it all has to go if it goes.”
66. Jolie also never expressed any doubts about the value of Pitt’s contributions to the business, or that Miraval reflects his vision. Instead, she proposed compensating Pitt for his role in overseeing the investment. As Jolie explained through Bird, Jolie did not want “to restrict [Pitt] creatively,” because she “believe[d] in his design” and “trust[ed]” that his decisions would “bring additional value to the property and business.” Bird conveyed this message to Pitt: Jolie would not seek any “control over the renovations and enhancements to the property and business.”
67. The 2017 discussions between Pitt and Jolie eventually stalled due to Jolie’s insistence that Pitt contribute many millions of dollars to her foundation. But those discussions reaffirmed and reinforced the parties’ mutual and binding commitment that, notwithstanding the divorce proceedings, they would hold Miraval together and that neither Jolie nor Pitt would sell his or her interest separately to a third party.
73. Pitt and Perrin’s long-term strategy has yielded exceptional returns. The Perrin family’s expertise, experience, and connections in the French winemaking world, along with its investment in the business operations, have proven the perfect match for Pitt’s vision for Miraval, his name recognition, and his investment in the estate that serves as its flagship property. As Pitt and Perrin envisioned, the property as developed by Pitt has played a key role in raising the profile of the business and its wines—only made possible by Pitt’s outsized commitment of time and resources. Miraval products have come to be sold in over 65 different countries. Revenues have grown rapidly since Miraval first jolted the rosé market in 2013. And volume sales likewise have climbed sharply. In May 2023, Le Figaro Magazine ranked Miraval first on its annual list of the most desirable vineyards in Provence, demonstrating the value of those investments in the property and the business.
77. As Miraval continued to grow in value, Jolie expressed renewed interest in cashing out of the enterprise. Thus, in mid-2019, Pitt and Jolie resumed discussions about Jolie’s potential exit from Miraval. Right out the gate, Jolie abandoned her earlier promise to “only take what [she] put in.” Instead, Jolie, who now had the benefit of the $8 million loan, demanded that all negotiations be based on her nominal 50% stake in Miraval. But notwithstanding this reversal in position, Jolie still recognized that she could not sell her interest in Miraval without Pitt.
78. While Pitt disputed Jolie’s entitlement to half of Miraval (a position that Jolie eventually backed down from), he was nonetheless prepared to buy Jolie out, either in whole or in part, on reasonable terms.
79. The parties exchanged various proposals concerning the terms that would govern a partial buyout. In January 2021, Jolie wrote to Pitt that she had reached a “painful decision, with a heavy heart.” The partial buyout Pitt and Jolie had been negotiating—in which Pitt would purchase a portion of Jolie’s stake in Miraval and Jolie would thus continue to share in future appreciation of the business—was off the table. As Jolie explained, she had purchased Miraval with Pitt “as a family business” and as the place where she believed they “would grow old” together. But, Jolie claimed, given her personal objections, she could no longer maintain any ownership position in an alcohol-based business. According to Jolie (who herself had collected millions of dollars in endorsement fees from Miraval through this period), her decision was prompted by Miraval’s recent ad campaign, which featured Pitt’s personal image to promote Miraval rosé.
82. Pitt, who had invested far more in Miraval than Jolie and saw it as one of his life’s works, informed Jolie that he was not interested in selling to a third party but would work with Perrin to acquire Jolie’s share of Miraval. Thus, through their representatives, Pitt and Perrin engaged in buyout negotiations with Jolie. The contemplated transaction was structured as a sale of Nouvel’s shares in Quimicum (the entity through which the couple owned Miraval), rather than as a sale of Jolie’s stake in Nouvel (the entity she created to hold her stake in Quimicum). By late February 2021, the negotiations progressed to a very advanced stage, and the parties even reached an agreement on price: Jolie would receive $46 million upfront, an additional $8.5 million over the next six years, and, at closing, repay Pitt the $7 million that she still owed him on the 2017 loan he had provided for her new California home
83. The parties were still finalizing terms, including the scope of a non-disparagement clause, however. Jolie agreed to a non-disparagement clause that applied to the wine business. Counsel for Pitt and Perrin, by letter sent on April 16, 2021, sought a standard nondisparagement clause that also covered the “direct and indirect shareholders of the business,” including Pitt and Perrin—with a clear exception for court filings and testimony. Given Pitt’s close personal association with the Miraval brand and participation in its marketing (which Jolie clearly recognized in claiming that Pitt’s appearance in Miraval ads motivated her desire to exit the business completely), the request was viewed as consistent with the parties’ already agreed upon terms designed to protect the business.
84. On May 9, 2021, Jolie’s counsel responded with changes that her counsel said were intended to “mutualise[]” and “limit[] the duration” of that clause, but also eliminated the attempt to protect the business by extending the clause to direct and indirect shareholders. Pitt and Perrin’s counsel had no objection to mutualizing the clause, but endeavored to continue negotiating its duration and its coverage of direct and indirect shareholders of the business, as well as the duration of the non-compete and confidentiality clauses with which Jolie’s counsel also had taken issue.
85. But on May 12, 2021, the private judge chosen by Pitt and Jolie to preside over the couple’s custody proceedings (the very same judge who, years earlier, had officiated their wedding at Miraval) issued a tentative ruling—following a months-long trial—finding that the existing custody order required modification, at Pitt’s request, in the best interests of Pitt and Jolie’s children. On May 13, 2021, the judge also issued a detailed report following his ruling that found Jolie was not credible.
86. Also at this time, unbeknownst to Pitt and as set forth further below, Jolie had been simultaneously and secretly negotiating with Stoli to sell her putative 50% stake in Miraval.
87. Thus, notwithstanding that Pitt and Jolie were on the cusp of striking a deal on a buyout of Jolie’s stake in Miraval, on June 13, 2021, Jolie informed counsel handling the negotiations for Pitt and Perrin through her Luxembourg attorney, Laurent Schummer, that she was “stepping back from all aspects of negotiations regarding the sale of her stake in Miraval purportedly because of the “restrictive language” requested in the mutual non-disparagement clause, which she claimed was “designed to limit [her] freedom to speak.”
88. This was clearly pretextual. Less than a year later, in connection with the former couple’s divorce proceedings, Jolie, through divorce counsel, proposed an even broader nondisparagement clause that would have provided that “[o]ther than in court pleadings or testimony, neither party shall directly or through a party’s representatives make in a public forum any derogatory remark about the other party.”
89. The mutual and standard clause proposed by counsel for Pitt and Perrin was narrower; it was intended to protect the business. It read: At no time for a legally binding period of four (4) years following the Closing Date, and, on a good faith basis, any period thereafter, shall the Parties (i) make any statements, or take any other actions whatsoever, to disparage, defame, or compromise the goodwill, name, brand or reputation of Miraval Provence or any of its affiliates or direct and indirect shareholders, including Ms. Angelina Jolie, Mr. William Bradley Pitt, Mr. Marc Perrin and Familles Perrin SAS or (ii) commit any other action that could likely injure, hinder or interfere with the Business, business relationships or goodwill of Miraval Provence, its affiliates or its direct and indirect shareholders.
The clause also made clear that there would be no limitation on Jolie’s ability to speak in connection with Pitt and Jolie’s divorce or custody proceedings. It specifically provided: This commitment shall however not limit the ability, for any Party, to make any claims, filings or testimony in any legal proceedings.
90. Additionally, Jolie had known about this request for a non-disparagement clause that extended to Pitt (and Perrin), since at least April 2021, and the parties had been actively discussing the term for nearly two months. (Tellingly, Jolie’s Cross-Complaint filed in this action incorrectly alleges that she did not learn of this request until June 2021.)
91. On June 15, 2021, Jolie’s counsel informed Pitt and Perrin’s counsel that Jolie was formally terminating discussions and disingenuously accused Pitt of having no intent of finalizing an agreement. This assertion was without basis and contrary to the extensive engagement by counsel for Pitt and Perrin in seeking to finalize the transaction: Indeed, in order to fund the buyout, Perrin had secured a substantial loan on extremely favorable terms and he and Pitt were eager to close the deal. All Jolie’s counsel, Schummer, could point to as grounds for termination were the standard non-disparagement, non-compete, and confidentiality clauses and two other newly raised, makeweight factors: (1) Pitt and Perrin’s request to make a single post-closing payment of $8.5 million after four years, rather than two payments over three years for the same total amount (and still shorter than the parties’ previous agreement of payment over six years), and (2) Pitt and Perrin’s re-insertion of a material adverse change clause, a standard term in purchase agreements that conditions a sale on the absence of unexpected material changes to the business prior to closing.
92. Pretexts in place, Schummer concluded his letter on behalf of Jolie with a disavowal of Jolie’s obligations to Pitt: “we consider ourselves free from any negotiations with you,” Schummer wrote, and “free to pursue any other transactions that we would deem appropriate to undertake.” That communication flatly contradicted Schummer and Jolie’s written recognition only two months earlier that if Jolie did not reach an agreement with Pitt, then she would “out of necessity have to remain in the business.” It was also a blatant attempt at record-making—a recognition of Jolie’s and Nouvel’s respective contractual obligations to obtain Pitt’s consent to any sale to a third party and to offer a right of first refusal to Mondo Bongo, and an attempt to suggest that they had met those obligations. Nothing could have been further from the truth.
The truth, as documents recently produced in this litigation now confirm, was simpler: Jolie had been secretly negotiating with a third-party buyer. And in the wake of the adverse custody ruling, she no longer wanted to sell to Pitt, notwithstanding her contractual obligations and years of assurances to him.
Shefler’s interest in Miraval was longstanding. Back in October 2016, Shefler, through Tenute del Mondo (the Stoli Group’s wine-focused subsidiary), had immediately seized on news of Pitt and Jolie’s September 2016 divorce filing to make a bid for the property and wine business. At that time, Tenute del Mondo, with Shefler’s backing, formally offered €60 million for Château Miraval S.A. Shefler also personally offered a bizarre sweetener for Pitt: a €50 million private jet on “very attractive terms,” the discounted price of €23 million. Miraval officials rejected the offer.
96. In the spring of 2021, Shefler perceived an opportunity to make a second attempt to get a piece of Miraval, following public reports about the acrimonious custody trial between Pitt and Jolie. Thus, in early April 2021, Shefler’s associates contacted Château Miraval S.A.’s CEO, who agreed to meet with them in May 2021. Following this meeting, Pitt confirmed that he had no interest in a deal with Shefler. Château Miraval S.A.’s CEO, aware of Pitt’s and Mondo Bongo’s contractual consent and first refusal rights concerning any third-party sale, informed Shefler’s affiliates that no deal could be done.
97. Meanwhile, seeking to exploit this difficult and emotional period for the couple, Shefler’s representatives also had been secretly in touch with Jolie. While Jolie’s CrossComplaint alleges that she only became “receptive” to a third-party sale in May 2021, Jolie’s own document productions show this to be untrue. On March 30, 2021, a lawyer for Shefler contacted Jolie’s California-based divorce lawyer to inquire whether she would be interested in selling her stake in Miraval. Notwithstanding Jolie’s claimed personal objections to the alcohol industry, Jolie was eager to do business with Shefler and his massive spirits conglomerate, best known for its hard-liquor labels. And evidently, she had no qualms about inviting Shefler (who has been designated by the U.S. government as a Russian oligarch) to share the family home that Pitt built for their children’s legacy. Just two days later, on April 1, 2021, Jolie’s divorce counsel responded that Jolie “may have interest” and connected Stoli to Jolie’s Luxembourg based transactional counsel. Throughout April, Jolie’s representatives had numerous phone calls and even an in-person meeting with Stoli, including Oliynik personally, to continue discussions on a potential deal.
On May 12, 2021—the same day the private judge in Pitt and Jolie’s custody proceedings issued the tentative ruling in Pitt’s favor—Bird, as manager of Nouvel, executed the Confidentiality Agreement with Tenute del Mondo (the Stoli entity that Shefler used for the transaction), which required Tenute del Mondo to keep confidential even “the fact that discussions and/or negotiations relating to the Proposed Transaction are taking place.” See Confidentiality Agreement §§ 1.1, 2.
99. Stoli and Jolie adopted the provision, because they knew that Pitt and Mondo Bongo would oppose this sale. For precisely that reason, they also jointly structured the purported transaction to try to circumvent the rights Nouvel owed Mondo Bongo under the Quimicum Articles. Instead of selling Nouvel’s shares in Quimicum (and thus Jolie’s stake in Miraval), which the Quimicum Articles expressly prohibited, and which had been the structure of the sale being negotiated with Pitt, the Confidentiality Agreement contemplated a sale of Nouvel itself. Given that Nouvel was created for the sole purpose of purchasing and holding shares in Quimicum and that its only asset was its interest in Miraval, this structure was an obvious subterfuge.
100. By the end of May 2021, while Jolie was still purporting to negotiate with Pitt and Perrin, Stoli and Jolie had arrived at a ballpark price of $65 million for the deal—a price that was kept secret from Pitt, and which, in the wake of the private judge’s ruling finding Jolie not credible, she never gave him the opportunity to match.
101. On June 15, 2021—the same day that Jolie definitively informed Pitt she was terminating buyout discussions and was finally “free to pursue any other transactions”—Stoli and Jolie executed a second Confidentiality Agreement with the same terms as the first one.
102. On June 25, 2021, while disclosing none of this, Jolie informed Pitt through counsel that she wished to lift the ATROs that had been issued at the outset of the couple’s divorce proceedings. She explained that she wanted to do so for the purpose of “estate planning.” That was another lie. It was a cover for her ongoing, secret negotiations with Stoli— already memorialized through the two Confidentiality Agreements—aimed at executing a vindictive and unlawful sale of Jolie’s stake in Miraval.
On June 30, 2021, at Stoli’s behest, Jolie filed an ex parte application asking the divorce court to lift the ATROs so that she could sell her interest in Nouvel (whose only asset was its downstream interest in Miraval). The court denied her application on the ground that Jolie had failed to demonstrate there was any threat of irreparable harm, as is required for ex parte relief.
104. Meanwhile, talks between Jolie and Tenute del Mondo—represented by Stoli director Alexey Oliynik, who described himself to Jolie’s team as acting as “instructed by Mr. Shefler”—continued to progress in secret. On July 9, 2021, Jolie and Tenute del Mondo executed an Exclusivity Agreement, drafts of which the parties had been exchanging since May 12. The Exclusivity Agreement restricted both parties from communicating with Pitt, ensuring that Pitt would continue to be kept in the dark. Stoli committed that it would “not approach in any manner” Quimicum, Château Miraval, Miraval Provence, or any of their direct or indirect shareholders (i.e., Pitt)—not just for the duration of the Exclusivity Period (the time period for most other obligations in the agreement) but until “the completion of the Transaction.” Exclusivity Agreement § 2(g). Jolie, for her part, agreed not to “re-start” any existing negotiations for her stake of Miraval. Id. § 2(c)(i). The reference was not subtle: Jolie’s only prior negotiations were with Pitt. Of course, this directly and intentionally infringed on the right of first refusal owed to Mondo Bongo, Pitt’s holding company.
The Exclusivity Agreement also required Jolie to share confidential information of Miraval with Stoli, an outsider and competitor: She agreed to inform Stoli of any acquisition offers made to Château Miraval or Miraval Provence, making clear Stoli’s real interest was in a hostile takeover of the wine business that Pitt and Perrin had built. Id. § 2(e).
106. On July 15, 2021, Shefler sent Jolie a letter thanking her for “accepting [his] offer,” despite the “potential complications of the deal” and even though it was “not that straight forward as we would all like it to be.” He also confirmed his intention to “sign[] a binding agreement . . . within the next couple of weeks.”
107. By mid-August 2021, Jolie was consulting with Stoli, a third party and competitor of Miraval, on confidential corporate documents sent by Quimicum’s manager requesting that Quimicum’s shareholders (i.e., Nouvel and Mondo Bongo) vote on certain corporate actions. In fact, in discovery in this action, the Stoli Parties have claimed privilege over communications relating to these efforts on the ground that Stoli and Jolie shared a common legal interest, making clear Stoli and Jolie were already secretly collaborating against Pitt at this time.
108. Pitt continued to be kept entirely in the dark. On September 8, 2021, as negotiations between Stoli and Jolie continued in secret, Pitt agreed to stipulate to the formal lifting of the ATROs. Disposition of Nouvel was not subject to the jurisdiction of the divorce court, so Pitt stipulated to that in good faith, even though it is now clear that Jolie withheld material information from him. At the same time, Pitt, who did not know that Stoli and Jolie had bound themselves to keep their negotiations secret from him, believed that Jolie could not sell her interest in Miraval without his knowledge—both because of his and Mondo Bongo’s rights and because, as Jolie represented to the divorce court, any buyer would first undertake diligence about Miraval. (Jolie did not tell the divorce court that the confidentiality restrictions meant no such due diligence would involve reaching out to Pitt, Mondo Bongo, or Miraval.) Pitt made crystal clear in the stipulation that he was “not consenting to the sale of Nouvel LLC or any of the assets thereof” (i.e., Jolie’s stake in Miraval). The divorce court entered the stipulation on September 22, 2021.
Just two days later, on September 24, 2021, Jolie and Tenute del Mondo executed the Membership Interest Purchase Agreement, pursuant to which Jolie purported to sell Nouvel (and thus, her purported 50% stake in Miraval) to Tenute del Mondo for $64 million in cash, approximately $10 million more than Jolie had previously agreed to with Pitt. Vindictively, Jolie never gave Pitt a chance to match the higher offer, which he has a contractual right to do through Mondo Bongo and which he would have done.
110. Documents produced in this litigation make clear that Stoli and Jolie were willfully violating Pitt’s contractual rights: The Purchase Agreement explicitly referenced the stipulation lifting the ATROs, in which Pitt confirmed that he would not and did not consent to a sale of Nouvel. The agreement also referenced a “Potential Claim” that Mondo Bongo could file in Luxembourg concerning its nominal 10% transfer of Quimicum shares to Nouvel in 2013—a claim Mondo Bongo had indeed filed days before the execution of the Purchase Agreement. In that filing, Mondo Bongo had set out its position that any sale of Nouvel absent Pitt and Mondo Bongo’s consent would constitute an unlawful circumvention of the Quimicum Transfer Restrictions. And Stoli and Jolie were well aware of Mondo Bongo’s filing: Prior to their execution of the Purchase Agreement, the parties negotiated an addendum requiring Jolie to cooperate and bear the cost of certain attorneys’ fees in connection with the Luxembourg litigation. See First Addendum § 2.
As with the Exclusivity Agreement, the terms of the Purchase Agreement left unambiguous that Stoli’s mission was to acquire Nouvel’s shares of Quimicum—and thus her interest in Miraval. For instance, Jolie represented that Nouvel’s “only assets . . . at closing” will be Nouvel’s Quimicum shares of, and Nouvel’s shareholder loans to, Quimicum—confirming that Nouvel was a holding company for Jolie’s Quimicum shares and nothing more. Purchase Agreement § 3.5(a). The Purchase Agreement also provided that, in the event the agreement was breached by Jolie, Stoli would be entitled to seek specific performance and other equitable relief. See Purchase Agreement § 9.8. As set forth in the Purchase Agreement, that is because Jolie does not dispute that Nouvel “and its direct and indirect assets are unique.” Id.
112. Jolie also represented that Nouvel “owns exclusively, beneficially and of record, 50% of the outstanding shares of [Quimicum], free and clear of any Encumbrance.” Id. § 3.1. And similarly, she represented that Nouvel “has good and marketable title to all assets [and] properties . . . free and clear of all Encumbrances in [Quimicum].” Id. § 3.5(b). “Encumbrance” is, peculiarly, defined to include a “right of first refusal, or restriction of any kind, including any restriction on . . . transfer.” Id. at Art. 1. In other words, Jolie was representing that Nouvel’s interest in Quimicum (i.e., Miraval) was not subject to any transfer restrictions, such as a right of first refusal. That was not true, of course. As discussed above, and as set forth in the publicly available Quimicum Articles, neither Mondo Bongo nor Nouvel can sell its interest in Quimicum (and thus Miraval) without triggering a right of first refusal. See Quimicum Articles § 5.4.3; see also id. at Art. 13.
113. The Stoli Parties were aware of this: When Stoli asked Jolie for “[a]greements relating to any . . . right of first refusal,” her representatives responded that there are “[n]one . . . assum[ing] we are talking about Nouvel only.” But, as all parties recognized and as the Purchase Agreement itself made clear, Stoli and Jolie were not “talking about Nouvel only.” Rather, Stoli’s overt purpose was to acquire Nouvel’s interest in Miraval through Nouvel’s Quimicum shares, and the transaction was purposely structured to attempt covertly to circumvent the right of first refusal applicable to Nouvel’s Quimicum shares.
114. Notably, Jolie broadly released in the Purchase Agreement any claims she may have against Nouvel, Quimicum, Château Miraval S.A., Miraval Provence, and any of its members, managers, or officers. Showing her malice, there is one exception: claims “against Brad William Pitt.” As the drafting history of the Purchase Agreement makes clear, Jolie also made sure to provide the explicit clarification that she would not release claims against Pitt “of whatever nature,” and thus not only claims related to the former couple’s divorce and custody proceedings. Id. § 5.6.
115. On October 4, 2021, Stoli and Jolie purported to consummate the sale of Nouvel.
116. The next day, Stoli, through Tenute del Mondo, issued a press release claiming that it had purchased Jolie’s stake in Miraval. The October 5 press release—which was the first Pitt or anyone associated with him learned that Stoli was even in discussions with Jolie to buy Nouvel—announced that Stoli was “thrilled to have a position [in Miraval] alongside Brad Pitt.” Making their true intentions clear (and in sharp contrast to the allegations in Nouvel’s CrossComplaint in this action claiming that association with Pitt is harmful to the Miraval brand), Stoli Group’s CEO, Damian McKinney, later elaborated in an interview in Le Figaro Vin: “[W]ith a brand image linked to Brad Pitt, . . . we win the jackpot. In this partnership, each of the partners will be a winner.”
Before the purported sale was announced, Jolie’s team therefore advised Stoli that they “ha[d] discussed and sounded approaching [Pitt]” but “concluded that Brad would take it quite badly if he was contacted directly” by Stoli. Thus, the same day Stoli announced the purported transaction, Stoli representatives emailed Bird, Jolie’s business manager and the manager of Nouvel, demanding that she immediately reach out to Pitt’s business manager: “[W]e really need to make contact first thing this morning . . . as there is concern that the longer it takes to make contact the greater the potential risk to [Pitt’s] reaction.”
120. Stoli and Jolie understood and expected that Pitt would react negatively to their deal—indeed, Shefler’s offer to buy Miraval had already been rejected by Pitt. And, as described above, Jolie and Shefler structured their transaction agreements to ensure that the fact of their negotiations, Stoli’s identity, and the terms of the deal were all kept under lock and key from Pitt until they were done and ready to announce it to the world.
121. As with Pitt, had Nouvel sought Mondo Bongo’s consent to the purported ownership change, Mondo Bongo would not have granted it and would have exercised its right of first refusal. But rather than permit Pitt or Mondo Bongo the opportunity to match Shefler’s price, Jolie went forward with the vindictive putative sale in breach of her and Nouvel’s contractual obligations—preferring to sell her stake in Miraval to a designated Russian oligarch and block Pitt from continuing to pursue his successful vision and strategy in building the property and business that was intended to be their children’s legacy.
124. On February 17, 2023, after more than one year of stalemate that left Quimicum unable to approve its accounts or manage its affairs, Mondo Bongo agreed to Nouvel’s demand that it be permitted to install a Stoli executive on the board of Quimicum, while Mondo Bongo put forward an independent and experienced board manager as its own candidate with whom it had no prior affiliation. But Nouvel declined to take yes for an answer. Instead, Nouvel insisted Mondo Bongo acquiesce to a new demand: Now Nouvel wanted Quimicum to be run by a “provisional administrator,” to be handpicked by Nouvel and imbued with the most extensive powers possible. This bait-and-switch laid bare Stoli’s intentions all along—use Nouvel to seize control of Quimicum (and thus Miraval) and exclude Pitt and Mondo Bongo altogether. Still hoping to reach agreement, Mondo Bongo informed Nouvel, under the supervision of the Luxembourgish court, that it would agree to the appointment of an independent provisional administrator with a limited mandate, consistent with the role of the Quimicum board historically. While Nouvel initially resisted, after the Luxembourgish judge admonished Nouvel for its hardline position, Nouvel finally agreed to Mondo Bongo’s compromise proposal.
125. The Stoli Parties’ efforts to take control of the business, notwithstanding that they only paid for a purported 25% indirect interest, have not been limited to the Quimicum level. In October 2021, within weeks of announcing that it had been acquired by Stoli, Nouvel (at the Stoli Parties’ direction) sought a corporate restructuring that would transfer Château Miraval S.A.’s interest in Miraval Provence, the joint venture that owns the wine business, out of Château Miraval S.A.—disempowering its existing directors and officers. Nouvel also attempted to transfer Miraval-related intellectual property to Cyprus, where SPI Group is incorporated, as part of an unsound and legally questionable tax dodge. Shefler and Oliynik—controller and director of a competitor spirits business—also have used Nouvel to try to access Miraval’s confidential and proprietary information, including non-public contractual agreements, distribution agreements, and information pertaining to sales and production costs.
127. Several months later, in early 2022, the Stoli Parties, through Nouvel, obtained ex parte orders from two French courts to send a court official to Château Miraval S.A. and Miraval Provence to obtain documents under a procedure that allows for pre-suit discovery. The documents, pursuant to this procedure, are held in escrow while the parties litigate the propriety of the order. A year later: Two separate French courts found the ex parte orders improper and refused to allow the Stoli Parties to see the documents. The court that oversaw the order related to Château Miraval S.A. went further; the Stoli Parties’ ex parte application to obtain documents, it found, may have “deceived the court.”
128. There’s more. From the moment Stoli purported to acquire Nouvel, Shefler and Oliynik have drummed up allegations that Pitt improperly authorized Château Miraval S.A. to transfer trademarks to Miraval Provence (the wine business that Château Miraval S.A. co-owns with Familles Perrin) for the sole purpose of diluting Nouvel’s indirect interest in the marks. This illogical claim—Mondo Bongo and Nouvel both went from a 50% indirect interest in any such marks to a 25% indirect interest—is a desperate and bad-faith gambit to drive a wedge between Pitt and Perrin.
129. This claim is also false. These marks had always been subject to a long-term license, consistent with Pitt and Perrin’s winemaking partnership underlying the joint venture. In any event, as Jolie, Shefler, and Oliynik all know, Miraval Provence had begun registering marks in 2017, in connection with a third party’s interest in investing in the business. The third party was attracted to the “family involvement” in Miraval Provence and would have maintained the management and operational role of the Perrin family, as well as endorsement agreements with Pitt and Jolie.
130. While the potential deal fell through, Miraval Provence remained committed to expanding its business. Perrin, as president of Miraval Provence, thus developed a “revised strategy” for Miraval Provence to grow its product lines and increase its revenue. Pursuant to this revised strategy, Miraval Provence (and Perrin) would invest more to grow the brands of the existing and new product lines and would continue registering certain trademarks, including new marks for Miraval Provence’s new product lines. Perrin also asked Pitt and Jolie to cap their endorsement fees as established in the joint venture agreements in recognition of the investments made by the Perrin family in connection with this new strategy.
131. Jolie was aware of Perrin’s revised strategy, which was discussed by the various parties. In early 2018, Jolie, through her advisor Bird, was informed of these developments and asked whether she wanted Perrin to move these trademarks back to Château Miraval S.A. Neither Jolie nor Bird gave any indication that she did. And several days later, when Château Miraval S.A.’s CEO sent Jolie an update about the Miraval Provence business, including a reminder about the “registration of the [t]rademarks with [Miraval Provence],” Jolie told the CEO that she “need[ed] to spend time to review” his update, but was “very grateful to see and understand what the plans are and hope[d] to be helpful in moving forward.” Jolie never voiced any concern that Miraval Provence was registering the marks, and she agreed to cap her endorsement fee pursuant to Perrin’s revised strategy.
132. It is no surprise then that the documents produced in this litigation make clear that Stoli’s complaints about the so-called “misappropriation” of Château Miraval S.A.’s trademarks are bogus. Though Stoli would later feign surprise that the joint venture had registered trademarks, the Purchase Agreement through which Jolie purported to sell Nouvel contains a representation by Jolie that Miraval Provence has been registering trademarks owned by Château Miraval S.A. “for the operation of the business by [Miraval Provence].” Purchase Agreement § 3.1. And while the Purchase Agreement describes the registrations by Miraval Provence as “temporary”—a qualification added by Stoli, not Jolie—it does so without explanation or elaboration. Id. In any event, a long list of marks registered by both Château Miraval S.A. and Miraval Provence attached to the Purchase Agreement at Schedule 1 confirms that Stoli was well aware that Miraval Provence has been routinely registering Miraval-related marks since 2017, including every single mark associated with the new brands developed by Miraval Provence for its expanded product lines.
133. The negotiating history further confirms that Stoli knew Château Miraval S.A. did not have unencumbered control of the marks developed by and used for the joint venture. Stoli asked that Jolie agree to make a “written request” to Miraval Provence within three days of signing the Purchase Agreement to demand that Miraval Provence cease its registration of all “Miraval IP.” Jolie did not agree to this request. And although the Purchase Agreement provides that the marks listed at Schedule 1 are “own[ed] exclusively, beneficially and of record” by Château Miraval S.A., early drafts of the Purchase Agreement indicate that Jolie insisted the agreement make explicit that Schedule 1 “is solely based upon . . . information publicly available,” and she struck Stoli’s attempt to add that the schedule is also based on information “provided by [Jolie].” Early drafts of the Purchase Agreement also show that Stoli asked Jolie to represent that Château Miraval S.A. not only owned the marks at Schedule 1 “exclusively, beneficially and of record,” but also owned them “free and clear of any Encumbrances.” Jolie struck that provision too, refusing to represent that Château Miraval S.A. owned any Miraval related marks “free and clear of any Encumbrances.” Stoli, intent on keeping its negotiations with Jolie secret from Pitt, never reached out to Miraval Provence to inquire about the status of the marks despite Jolie’s representation to the California Superior Court that the ATROs needed to be lifted to allow due diligence.
134. Stoli’s purpose in seeking these provisions in the Purchase Agreement (many of which Jolie could not and thus did not agree to) is now clear: Stoli wanted to be able to pretend after coming into the business that the registrations were illegitimate, as part of its hostile takeover strategy. Indeed, shortly after signing the Purchase Agreement, in December 2021, Stoli, through Nouvel, began a letter campaign accusing Pitt, Perrin, and their affiliates of permitting the misappropriation of Château Miraval S.A.’s trademarks, which Stoli, feigning surprise, claimed it had just “noticed on the INPI [i.e., the French Patent and Trademark Office] website,” and for which it threatened retributive action.
135. In a December 2021 letter to Perrin, Oliynik warned that he would “block[] the assets of Miraval Provence, Familie [sic] Perrin and other companies,” if Stoli’s demands that Perrin transfer the trademarks back to Château Miraval S.A. were not met. Sure enough, when Stoli’s demands were rejected, Stoli, through Nouvel, attempted to mislead Château Miraval S.A.’s bank into believing its made-up trademark misappropriation claim and asked the bank to freeze any transfers over €20,000 from Château Miraval S.A.’s account. Recognizing that Nouvel’s demand was improper, the bank promptly declined the request.
136. In mid-December 2021, Shefler contacted Pitt directly, likewise feigning his “discover[y]” of the trademark registrations. “It is now apparent,” Shefler wrote, that “[Perrin] owns 50% of the brand equity . . . , leaving you and me with 25% share each.” Moreover, Shefler warned that in private discussions between Shefler and Perrin, Perrin had “suggested” cutting Pitt out of the wine business and “leaving [Pitt] behind.” When Pitt did not respond, Shefler raised the heat, making threats to Pitt, including that he would “bring to surface a fact that a woman with 6 kids [i.e., Jolie] has been deprived of 50% of her assets without her knowledge.”
137. With Miraval under constant attack, it has been forced to take steps to protect its long-term and successful business strategy in partnership with the Perrin family and to expend energy on preserving and safeguarding the business, diverting attention and resources from the ordinary affairs of Miraval—its growth and operations. Pitt’s and Mondo Bongo’s contractual rights were, by design, intended to guard against these very circumstances. By consummating the purported transaction, Stoli and Jolie knowingly and intentionally destabilized Miraval, exposed its confidential information to exploitation by a hostile competitor, and drummed up false accusations in an attempt to alienate Pitt from his business partner Perrin. Moreover, Stoli’s attempt to take control of the business at the expense of the Pitt-Perrin winemaking family partnership has undermined the very strategy that has proven to be the key to its success and image, damaging the business and hindering its growth
