Deadline - · PDF fileCritical meetings, telephone calls, emails, and other correspondence regarding Depp's financial problems often included some or all of this team. Moreover,

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TABLE OF CONTENTS

Page

I. INTRODUCTION .................................................................................................................5

II. RELEVANT BACKGROUND ..............................................................................................7

A. The Parties' Business Relationship Over A 17-Year Period .....................................7

B. The Parties' Pleadings ................................................................................................8

C. Counsel's Meet And Confer Regarding The Subpoenas . ..........................................8

III. DEPP'S MOTION TO QUASH THE SUBPOENAS SHOULD BE DENIED ..................10

A. Depp Is Trying To Limit Highly Relevant Discovery Related ToDembrowski's Authorization To Act On His Behalf And Her KnowledgeOfHis Finances ........................................................................................................ l l

B. Depp Is Also Trying To Limit Highly Relevant Discovery WhichEstablishes That TMG Made Both Bloom Hergott And UTA Aware Of HisFinances. ..................................................................................................................14

C. Depp's Remaining Objections Are Not A Basis To Quash The Subpoenas............15

1. Depp's Attorney-Client Privilege Objection Is At Best Premature .............15

2. Depp's Confidentiality Objections Are Patently Frivolous . ........................17

IV. CONCLUSION ....................................................................................................................19

DEFENDANTS' OPPOSITION TO MOTION TO QUASH SUBPOENAS

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TABLE OF AUTHORITIES

Page

CASES

DeLuca v. State Fish Co., Inc.(2013) 217 Cal. App. 4th 671 ..............................................................................................16

Garamendi v. Golden Eagle Ins. Co.(2004) 116 Cal. App. 4th 694 ..............................................................................................11

Jessen v. Hartford Cas. Ins. Co.(2003) 111 Cal. App. 4th 698 ..............................................................................................11

Johnson v. Superior Court(2000) 80 Cal. App. 4th 1050 .....:........................................................................................11

Kelly v. R.F. Jones Ca(1969) 272 Ca1.App.2d 113 ................................................................................:................12

Lopez v. Watchtower Bible and Tract Soc. of N. Y. Inc.(2016) 246 Cal. App. 4th 566 ........................................................................................10, 11

McDermott, Will &Emery v. Superior Court(2000) 83 Cal. App. 4th 378 ............................................................................................7, 17

Pacific Tel. &Tel. Co. v. Superior Court(1970) 2 Ca1.3d 161 .............................................................................................................11

Rawnsley v. Superior Court(1986) 183 Cal. App. 3d 86 .................................................................................................18

Reusche v. California Pacific Title Ins.(1965) 231 Ca1.App.2d 731 .................................................................................................12

San Francisco Unified School Dist. v. Superior Court(1961) 55 Ca1.2d 451 .....................................:.....................................................................15

Solin v. O'Melveny &Myers(2001) 89 Cal. App. 4th 451 ......................................................................................7, 16, 17

STATUTES

Cal. Code Civ. Proc. § 2017.010 .....................................................................................................11

Cal. Evid. Code § 958 ......................................................................................................................16


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MISCELLANEOUS

2B Cal. Jur. 3d Agency § 79 ............................................................................................................12


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~ I. INTRODUCTION

After filing a 45-page complaint and orchestrating a press campaign against his former

longtime business managers, Plaintiff and Cross-Defendant John C. Depp, II (collectively,

"Plaintiffs" or "Depp") now seeks to prevent them from mounting any defense against his

frivolous and malicious charges. In his recent discovery responses, Depp admitted under oath that

the following third-party individuals are among the handful of witnesses who have personal

knowledge about the events at the center of his complaint: (1) Depp's long-time entertainment

attorney, Jake Bloom of Bloom Hergott Diemer Rosenthal LaViolette Feldman Schenkman &

Goodman, LLP ("Bloom Hergott"); (2) Depp's long-time agent, Tracey Jacobs of United Talent

Agency ("UTA"); and (3) Depp's sister, personal manager, "gate keeper," and the President of his

production company, Elzsa Christi Dembrowski ("Dembrowski").

For approximately 17-years, Depp's key team of advisors included Tracey Jacobs,

Jake Bloom, Christi Dembrowski, and business manager Joel Mandel of Defendant and Cross-

Complainant The Mandel Company, Inc. dba The Management Group (collectively, "TMG" or

"Defendants"). These four individuals were part of a team of advisors who often acted together to

protect Depp's various financial and business interests. Critical meetings, telephone calls, emails,

and other correspondence regarding Depp's financial problems often included some or all of this

team. Moreover, each member of the team had numerous individual communications with

Depp and each other, which, taken together, will overwhelmingly establish that Depp was always

fully informed regarding his financial problems, and of course, always knew that he was

borrowing money to afford his extravagant lifestyle.

In recognition of these undisputed facts, and in order to defend against Depp's defamatory

allegations, TMG back on February 22, 2017 served subpoenas for the production of documents

on the talent agency UTA and the law firm Bloom Hergott. During a subsequent two-month meet

and confer, TMG's lawyers narrowed the requests and made various concessions, as did Depp's

lawyers. But then Depp's lawyers did an abrupt about-face, and filed this motion to quash which

seeks the extraordinary result of preventing TMG from obtaining ~ documents whatsoever

from UTA or Bloom Hergott. Depp is seeking to quash some of the most basic and important


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discovery in this action based on frivolous objections. Depp's motive is obvious: he knows full

well that responsive documents from his agent and lawyer are so relevant that they will devastate

his case and reveal him to have publicly lied about his supposed lack of knowledge regarding his

finances, including the loans that he entered into to fund his $2 rrcillion per month lifestyle.

As explained herein, documents responsive to the subpoenas served on Bloom Hergott and

UTA are absolutely critical to this case. Neither third-party has filed a motion to quash, joined in

Depp's motion to quash, or submitted any evidence of burden in connection with Depp's motion.

Instead, Depp alone is seeking to quash the subpoenas in their entirety based on unfounded and

vaguely articulated relevance, attorney-client privilege, and confidentiality objections.

Having sued TMG for ,$28 million for allegedly mismanaging his finances over a 17-year period,

however, Depp should be compelled to produce broad discovery relating to his finances, including

discovery in the possession of two of the most critical witnesses in the action—Bloom Hergott and

UTA. Moreover, given Dembrowski's substantial involvement in Depp's financial affairs, Depp's

attempt to limit discovery regarding his sister's knowledge is absurd. In an attached email,

Dembrowski even describes herself as Depp's "one stop informational center," while instructing

a TMG employee that all documents sent to Depp for signature must go through her.

Depp is also being extremely cagey about how he intends to assert the attorney-client

privilege in this case. During the parties' two-month meet and confer, Depp's counsel repeatedly

stated that Depp would permit Bloom Hergott to produce all documents related to Depp's finances

if the. parties could reach an agreement on the term. After reaching such an agreement, however,

Depp filed the motion to quash and is now attempting to prevent all discovery regarding this core

financial information from both Bloom Hergott and UTA. Moreover, TMG agreed from the outset

of the meet and confer that Bloom Hergott would produce all responsive documents to Depp's

counsel in the first instance, who would then create a detailed privilege log so that TMG could

understand how Depp was asserting the attorney-client privilege.

The creation of a privilege log with respect to Bloom Hergott's documents is essential

here. Jake Bloom was often present when Joel Mandel had very serious meetings and calls with

Depp and/or his sister, Dembrowski, regarding Depp's financial problems. These communications


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are not attorney-client privileged simply because Jake Bloom was present or included in the

communications. Moreover, to the extent that Depp is attempting to shield the information from

discovery, TMG may have a complete defense to the action under Solin v. O'Melveny &Myers,

(2001) 89 Cal. App. 4th 451 and McDermott, Will &Emery v. Superior Court (2000) 83 Cal. App.

4th 378 (discussed infra). Depp cannot be allowed to assert his attorney-client privilege objection

in a vacuum in an attempt to quash critical third-party subpoenas. Thus, for all these reasons,

TMG respectfully requests that Depp's motion be denied.

II. RELEVANT BACKGROUND

A. The Parties' Business Relationship Over A 17-Year Period.

For 30 years, Defendants Joel and Robert Mandel and their company TMG, have been

trusted business managers to some of the most successful individuals and companies in the

entertainment business. Prior to this action, they had never previously been sued by a client.

(First Amended Cross-Complaint ("FACC"), ¶ 1.) Beginning in September 1999, TMG

represented actor Depp as his business manager. (Id.) TMG was hired as Depp's business manager

as part of a beauty contest that was conducted by Depp and his sister, Dembrowski, at UTA's

offices in Beverly Hills. (Id., ¶ 36.)

Over a 17-year relationship, TMG did everything within their power to professionally and

competently handle the vast array of transactions, expenses, and demands made by Depp. (Id.,

¶ 3.) Throughout the years, TMG repeatedly warned and advised Depp and his other advisors,

Dembrowski, Jake Bloom at Bloom Hergott, and Tracey Jacobs at UTA, that Depp must reduce

his spending and sell various assets to protect his financial future. (Id.) But ultimately, the decision

whether and how to spend his money was a decision for Depp to make. Depp listened to no one,

including TMG and his other advisors at Bloom Hergott and UTA. Ultimately, Depp and/or his

sister and personal manager, Dembrowski, approved all of Depp's expenditures. (Id.) TMG always

fully advised Depp, Dembrowski, and Depp's other key advisors at Bloom Hergott and UTA that

Depp was borrowing substantial funds to support his lifestyle. (Id, ¶¶ 14, 16, 21, 70, 82, 86, 94.)

With no notice of any kind, Depp terminated TMG's services in March 2016. Depp then

refused to pay TMG back on a $5 million loan they made to him in 2012, when the actor was


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facing public financial ruin. (Id., ¶¶ 18, 104.) TMG's repeated attempts to reach Depp through his

new CPA, Plaintiff and Cross-Defendant Edward White were ignored. Left with no other option,

and with Depp still owing $4.2 million, TMG in October 2016, started non-judicial foreclosure

proceedings against certain of Depp's properties. (Id.) By January 2017, TMG was just weeks

away from recording a notice of sale in connection with the non-judicial foreclosure. Prior to that

time, neither Depp nor his new CPA, White, had ever accused TMG of any wrongdoing.

B. The Parties' Pleadings.

On or about January 13, 2017, and in a transparent attempt to derail the non-judicial

foreclosure, Plaintiff Depp, along with his new CPA, White, filed their origina145-page complaint

("Complaint") against TMG. Depp's Complaint stated eleven causes of action, which are based on

various legal theories that disingenuously and maliciously blame TMG for Depp's current

financial condition. On or about May 26, 2017, Depp filed a first amended complaint ("FAC") that

includes Depp's previous causes of action—with certain demonstrably false allegations deleted

and adds two new claims based on the untenable theory that TMG acted as Depp's lawyers as well

as his business managers. (FAC, ¶¶ 186-205.)

On or about January 31, 2017, TMG filed their cross-complaint, which states six causes of

action against Depp and his loan out companies, and one claim against White. On or about May 1,

2017, and in response to Plaintiffs' first demurrer, TMG filed a first amended cross-complaint (the

"FACC"). The FACC demonstrates in detail the falsity of Depp's allegations, including that Depp

~'~ is fully responsible for his current financial woes. Indeed, Depp has refused to live within his

means, often knowingly spending in excess of $2 million per month, despite the best efforts of

TMG and the repeated warnings about his financial condition from TMG and his other advisors at

Bloom Hergott and UTA. (FACC, ¶¶ 3-14, 17-20, 39-53.)

C. Counsel's Meet And Confer Re~ardin~ The Subpoenas.

On February 22, 2017, and after serving the appropriate consumer notice, TMG served the

subpoenas in question on Bloom Hergott and UTA. (Declaration of Suann MacIsaac ("MacIsaac

Decl."), ¶ 2, Exs. "A" and "B".) Thereafter, counsel for the parties engaged in an approximately

two-month meet and confer regarding the subpoenas. (Id., at ¶ 3.) Rather than fully rehash the


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meet and confer process, the following discussion focuses on those points that are ignored in the

Declaration of Depp's counsel, Katrina Dela Cruz (the "Dela Cruz Decl.".)

First, the Dela Cruz Decl. does not explain or acknowledge that many of Depp's current

objections were not raised until the very end of the meet and confer process, if at all. A review of

~~ Exhibit C to the MacIsaac Decl., which is a letter that Depp's counsel sent after the parties' first

meet and confer teleconferences, establishes that Depp did not originally raise numerous

objections that he is now standing on, and proposed meet and confer solutions that he is now

refusing to honor. For example, TMG ultimately agreed to limit request nos. 1-3 in both the

Bloom Hergott and UTA subpoenas to Dembrowski's authorization to act as Depp's agent or on

Depp's behalf in connection with Depp's finances. (See MacIsaac Decl., ¶ 9, Ex. "F".) This was

the same proposal that Depp's counsel made in her original March 17, 2017 meet and confer

letter. (Cf. id. at Ex. "C," p. 2.) However, Depp is now seeking to quash the subpoenas even as to

these revised categories. Similarly, in her Apri128, 2017 letter, Depp's counsel specifically agreed

to TMG's counsel's expanded definition of the term "finances." (Id., ¶ 6, Ex. "E," p. 3.) However,

in Depp's motion to quash (at p. 5:15-18), Depp disingenuously argues for the first time that this

definition is "impermissibly vague and overbroad."

Second, the Dela Cruz Decl. also does root explain that throughout the meet and confer

process, TMG's counsel repeatedly offered to withdraw various requests contained in the

subpoenas if Depp would stipulate to certain facts that would limit his claims. (Id., ¶ 7.)

For example: (1) TMG offered to withdraw the requests related to Dembrowski's authorization to

act as Depp's agent, if Depp would stipulate that she was authorized to act as Depp's agent vis-a-

vis TMG and in connection with his finances (id. ); (2) TMG also offered to withdraw all requests

related to Depp's agreement with Bloom Hergott and UTA regarding their percentage fee

arrangements, if Depp would stipulate that he is not challenging TMG's payment of those fees in

this action (id. ); (3) TMG also offered to withdraw certain requests related to loans, if Depp would

stipulate that TMG made him aware of the loans and that they are not at issue in the action. (Id. )


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Counsel engaged in this back and forth with Depp's counsel regarding numerous other categories

in the subpoenas, but Depp was unwilling to stipulate to any facts in the case. ~ (Id. )

Third, the Dela Cruz Decl. does not explain that Depp's counsel stated throughout the

meet and confer that Depp would not object on attorney-client privilege grounds to Bloom Hergott

producing all documents related to Depp's finances. (Id., ¶ 8.) The parties specifically discussed

and agreed on the types of documents this would include. (Id.) Related to the above, the Dela Cruz

Decl. also does not acknowledge that TMG agreed from the outset of the meet and confer that

Bloom Hergott would produce all responsive documents to Depp's counsel in the first instance,

and agreed that thereafter, Depp would create a detailed privilege log so that TMG could

understand how and where Depp was asserting the attorney-client privilege. (Id., ¶ 5, Ex. "D''.)

Fourth, the Dela Cruz Decl. does. not explain that on May 11, 2017, and at Depp's request,

TMG issued a continued subpoena to Bloom Hergott, which was designed to capture the parties'

meet and confer agreements to date. (Id., ¶ 9, Ex. "F".) It was understood and agreed between

counsel that the UTA subpoena would be limited in the same manner. (Id.) After serving the

continued subpoena, however, Depp filed the motion to quash both subpoenas in their entirety.

III. DEPP'S MOTION TO QUASH THE SUBPOENAS SHOULD BE DENIED

Depp's motion to quash violates the most fundamental rules under California law

regarding discovery and due process. It is settled that "California law provides parties with

expansive discovery rights." Lopez v. Watchtower_ Bible and Tract Soc. of N. Y. Inc. (2016) 246

Cal. App. 4th 566, 590-91, rev. denied (affirming trial court orders compelling discovery).

Section 2017.010 states: "[A]ny party may obtain discovery regarding any matter, not privileged,

' After Depp filed the motion to quash the subpoenas on May 26, 2017, TMG's counselcontacted Depp's counsel to further meet and confer regarding certain statements in Depp'sseparate statement, which appeared contrary to the parties' lengthy meet and confer. Specifically,TMG's counsel asked Depp's counsel about representations in the separate statement that (1)TMG was seeking information regarding various loans that are supposedly not at issue in the case;and (2) Depp's "agreement with and compensation paid to" Bloom Hergott and UTA are not atissue in the current action. (MacIsaac Decl., ¶ 10, Ex. "G".) TMG's counsel asked Depp's counselif Depp would stipulate that these matters are not an issue in the case, but Depp's counsel again,refused to enter into any such stipulation. (Id. )


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that is relevant to the subject matter involved in the pending action or to the determination of any

motion made in that action, if the matter either is itself admissible in evidence or appears

reasonably calculated to lead to the discovery of admissible evidence." C.C.P. § 2017.010

(emphasis added). The statutory phrase " ̀subject matter' " is " ̀broader than the issues' and is not

limited to admissible evidence." Lopez, 246 Cal. App. 4th at 590-91 (quoting Jessen v. Hartford

Cas. Ins. Co. (2003) 111 Cal. App. 4th 698, 711; accord, Pacific Tel. &Tel. Co. v. Superior Court

(1970) 2 Ca1.3d 161, 172-73.) "For discovery purposes, information is relevant if it might

reasonably assist a party in evaluating the case, preparing for trial, ar facilitating settlement."

Lopez, 246 Cal. App. 4th 590-91 (quoting Garamendi v. Golden Eagle Ins. Co. (2004) 116 Cal.

App. 4th 694, 712, fn. 8 (citations omitted).)

Furthermore, the broad scope of permissible discovery under the Civil Discovery Act

"is equally applicable to discovery of information from a nonparty as itis to parties in the pending

suit." Johnson v. Superior Court (2000) 80 Cal. App. 4th 1050, 1062 (parent and child could

compel deposition of and production of documents from third-party sperm donor for use in their

action against sperm bank). Accordingly, in light of these well-established rules and Depp's

failure to support the complete blockade of third-party discovery from UTA and Bloom Hergott,

his motion to quash should be denied in its entirety.

A. Depp Is Trvin~ To Limit Hi~hly Relevant Discovery Related To Dembrowski's

Authorization To Act On His Behalf And Her Knowledge Of His Finances.

As is evident throughout Depp's separate statement, one of Depp's primary goals in

quashing the Bloom Hergott and UTA subpoenas is to limit very core discovery regarding his

sister, and personal manager, Dembrowski's (1) authorization to act on his behalf and to receive

information from his advisors regarding his finances, and (2) extensive knowledge regarding his

financial problems and his substantial borrowings. (See Separate Statement, p. 4:18-21; p. 5:12-

20; p. 6:16-23; p. 7:10-12; p. 9:4-10; p. 9:22-23; p. 10:26; p. 13:20-23; p. 14:22-24; p. 15:18-22; p.

17:24-26; p. 19:15-19; p. 20:12-13; p. 21:9-10.) Throughout the separate statement, Depp makes

extraordinary claims such as "TMG could not satisfy their obligations to Mr. Depp by making

third parties aware of Mr. Depp's financial situation [. . .] other individuals' awareness (including


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Ms. Dembrowski) of Mr. Depp's finances is simply not relevant to this case." (Id. at p. 9:4-10.)

Depp's relevance objections are entirely frivolous.

"Where a principal places the agent in charge of a business as the apparent manager, the

agent is clothed with apparent authority to do all things that are essential to the ordinary conduct

of such a business." 2B Cal. Jur. 3d Agency § 79. Additionally, "an agent's ostensible authority

may be proven through evidence of the principal's representations to the public in general." Id.

"An agents' authority may be proved by circumstantial evidence." Kelly v. R.F. Jones Co. (1969)

272 Ca1.App.2d 113, 120. "Liability of the principal for the ostensible agent's acts rests on the

doctrine of estoppel and its essential elements are representation by the principle, justifiable

reliance thereon by the third party and change of position or injury resulting from reliance."

Reusche v. California Pacific Title Ins. (1965) 231 Ca1.App.2d 731, 736. Moreover, a "principle

cannot split an agency transaction and accept the benefits thereof without the burdens." Id. at 737.

TMG's FACC explains in detail the critical role that Depp specifically gave Dembrowski

in his financial affairs. TMG was hired as Depp's new business manager as part of a beauty

contest that was conducted by Depp and Dembrowski at UTA's offices in Beverly Hills. (Id., ¶

36.) At the time, Depp, Dembrowski and Tracey Jacobs at UTA, all represented to Joel Mandel

that Dembrowski was "Depp's personal manager, primary representative and gate-keeper." (Id. )

Dembrowski was TMG's primary client contact during most of the 17-year period that TMG

represented Depp. Throughout virtually all of this time, Dembrowski was also the authorized

signatory on the vast majority of Depp's checking accounts. When Depp formed his production

company, Infinitum Nihil, in 2004, he named Dembrowski as the President of the company. As

alleged in the FACC, "[a]11 of Depp's expenditures were incurred with his express knowledge and

~ ~ consent and/or with the knowledge and consent of Dembrowski." (Id., ¶ 68.) Joel Mandel "was

often on the telephone with Dembrowski daily" discussing Depp's financial problems. (Id., ¶ 76.).

Evidence that Depp made Dembrowski his authorized agent to deal with his financial

affairs is critical to TMG's defense of this action. At varying times, Depp was either unavailable

or unwilling to speak with Mandel regarding his finances. For example, as Exhibit H to the

MacIsaac Decl. demonstrates, on or about September 30, 2009, Joel Mandel sent Depp an email


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stating that "he would like to meet with him to discuss various issues in his life, including the.

status of his financial condition." As documented by TMG in a note to the file, on October 1,

2009, Dembrowski telephoned Mandel in response to the email and stated "that she had spoken

with her brother, and that he stated that he wc~s well aware of his financial situation, and that he

understood that lie needs to ̀ work his ass off' to make the money he needs to support his life. [. .

.J [Dembrowski also) stated that [DeppJ did not want to meet, or have any conversations

regarding his financial situation, but would like [Joel ManrlelJ to do what it takes to see him

through." (MacIsaac Decl., ¶ 11, Ex. "H.") Follow-up emails between Joel Mandel and Depp

from December 2009 confirm the above exchange. (Id., ¶ 12, Ex. "I".) These emails also establish

that back in December 2009, Joel Mandel again followed-up to discuss with Depp "where we are

ancially, what we have borrowed in order to sustain ourselves, what we have had to do to

obtain those borrowings, what is now necessary to pay those borrowings back, and finally, to

look realistically at income and expenses and to work together on how to make sure that these

~i are back in balance." (Id. )

Related to the above, when Depp signed various financial documents, including loan

documents, those documents were generally sent directly to Dembrowski to obtain Depp's

signature. That is how Depp wanted the process to work. Exemplar emails attached as Exhibit

"J" to the MacIsaac Decl., show that TMG sent loan documents, including extensions on

repayment of various Depp loans, to Dembrowski for Depp's signature from 2009 through 2015.

Nothing was hidden from Depp; the documents were sent to Dembrowski per Depp's instructions.

In these exemplar emails, Joel Mandel is reminding Dembrowski of Depp's difficult financial

situation—including at varying times stating that "[we are] $4,000,000 overdrawn," "any cushion

we mc~y have had is gone," and "our collective overdrafts exceed $1.0 M." Dembrowski is not

surprised by any of these warnings, which demonstrates that she was fully apprised of Depp's

financial condition. (Id. , ¶ 14, Ex. "J".)

Moreover, on a rare occasion when a TMG employee reached out to Depp's assistant

directly to obtain Depp's signature on a document, Dembrowski admonished the employee that all

of Depp's signatures were to be obtained through her so that she was aware of everything and


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could answer all of Depp's questions. (Id., ¶ 15, Ex. "K.") In this email, Dembrowski describes

herself as Depp's "one stop informational center." (Id.) Try as he might, Depp cannot divorce

himself from Dembrowski's position or knowledge—she along with Jake Bloom and Tracey

Jacobs—are among the most critical witnesses in the case. As Exhibit "L" to the MacIsaac Decl.

demonstrates, Depp has identified Dembrowski, Bloom and Jacobs as being among the handful of

witnesses who have personal knowledge regarding the financial warnings he received from TMG.

B. Depp Is Also Trvin~ To Limit Highly Relevant Discovery Which Establishes

That TMG Made Both Bloom Her~ott And UTA Aware Of His Finances.

Along the same lines, Depp is also objecting on relevancy grounds to core discovery which

~ will show that TMG also made Jake Bloom at Bloom Hergott and Tracey Jacobs at UTA, very

well aware of Depp's precarious financial situation and the fact that he was living on borrowed

funds. (See Separate Statement, p. 5:15-20; p. 6:16-23; p. 7:11-12; p. 7:24-25; p. 9:4-10; p. 10:10-

14; p. 11:12-15; p. 14:22-24; p. 15:18-22; p. 17:24-26; p. 19:15-19.) Depp wants to deny this

discovery because it will establish that TMG did everything within its power to make Depp, and

all of his closest advisors, fully aware of Depp's financial condition. Depp knows that the

discovery directly undercuts his theory of the case i.e., that "TMG actively concealed the true

state of [his] finances while driving him deeper and deeper into financial distress." (FAC, ¶ 41.)

If TMG was trying to hide Depp's finances to cover-up their alleged misconduct, they

would not /nave repeatedly advised Depp's long-term personal lawyer, Jake Bloom, and his long-

time agent, Tracey Jacobs, regarding the situation. Moreover, not only did TMG repeatedly advise

Bloom Hergott and UTA of Depp's profligate spending, they also implored their help in

explaining to Depp the critical need to change his lifestyle. As explained in the FACC, TMG often

met and/or spoke with Depp and/or Dembrowski together with Depp's other advisors so that they

could underscore the critical importance of the conversation. By way of just one notable example,

as alleged in paragraph 82 of the FACC, in or about October 2012, Joel Mandel and Jake Bloom

"had athree-hour ̀ come to Jesus' meeting" with Depp at one of his homes in Hollywood,

regarding Depp's precarious financial situation and his need to sell assets.

Jake Bloom and Tracey Jacobs also have highly relevant knowledge regarding Depp's


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borrowing of funds throughout the years, and the fact that Depp was aware that TMG had lent him

money to avoid a public financial collapse. Bloom helped to arrange for Depp to receive numerous

advances from studios over the years, and introduced Depp to Tyron Management Services, Ltd.,

~ the receivables lender. The Tyron loan is at the center of Depp's claims against TMG. (FAC, ¶¶

63-71.) Depp cannot blame TMG for a loan, falsely claim that he had no knowledge of the loan,

~ but then attempt to hide the fact that his personal lawyer made the introduction.

Similarly, as alleged in paragraph 86 of the FACC, in 2015, Depp used the fact that TMG

had lent him $5 million to pressure UTA to guarantee a further multi-million loan for him with

Bank of America. Depp wants to prevent this highly relevant discovery because it shows that

Depp always understood that he had a serious spending problem and was living on borrowed

funds. Depp fully knows that this discovery is highly relevant to the action. As is evident from

Exhibit "L" of the MacIsaac Decl., Depp has even identified Dembrowski, Bloom and Jacobs as

critical witnesses that have knowledge regarding the financial warnings he received from TMG.

C. Depp's Remaining Objections Are Not A Basis To Quash The Subpoenas.

1. Depp's Attorney-Client Privilege Objection Is At Best Premature.

As explained above, at the outset of the parties' meet and confer, TMG's counsel made it

clear that they were "not seeking the production of documents related solely to Depp's

entertainment contracts ar to other legal advice that he was seeking from Bloom Hergott."

(MacIsaac Decl., ¶ 5, Ex. "D," p. 1.) Instead, TMG's subpoenas are "focused on documents

relating to Depp's financial condition and importantly, Depp's knowledge regarding same." (Id. )

Moreover, TMG's counsel agreed that all responsive documents should be produced in the first

instance to Depp's counsel, so that they could create a detailed privilege log, which allowed TMG

to understand how and where Depp is asserting the attorney-client privilege. (Id.)

This process is critical here because most of the responsive documents in Bloom Hergott's

possession on their face will not be attorney-client privileged. The forwarding or sharing with

counsel of non-privileged information or records, "will not create a privilege with respect to such

records and their contents where none existed theretofore." San Francisco Unified School Dist. v.

Superior Court (1961) 55 Ca1.2d 451, 457. "A communication which was not privileged to begin


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with may not be made so by subsequent delivery to the attorney." DeLuca v. State Fish Co., Inc.

(2013) 217 Cal. App. 4th 671, 687 (internal citation omitted.) Similarly, "a litigant cannot silence

a witness by having him reveal his knowledge to the litigant's attorney." Id. (internal citations

omitted.) Further, the "privilege is lost, ...when the holder of the privilege has "disclosed a

significant part of the communication or has consented to disclosure made by anyone."' Id.

Here, there are numerous categories of responsive documents in Bloom Hergott's

~ possession that are clearly not attorney-client privileged. For example: (1) communications

demonstrating that Joel Mandel shared Depp's financial information with Jake Bloom, or Depp's

other advisors, are not privileged; (2) documents that reflect that Jake Bloom was present when, or

copied on correspondence where, Joel Mandel advised Depp, or his other advisors, about Depp's

financial condition are also not privileged; (3) communications that reflect that Depp or

Dembrowski repeated to Jake Bloom or UTA any of Joel Mandel's financial advice are again, not

privileged; (4) Bloom's conversations with studios, banks, or other potential third-party lenders

regarding Depp's finances, or Depp's need for funding, are clearly not attorney-client privileged;

and (5) Bloom's conversations with various art dealers about selling or buying Depp's artwork are

not privileged. There are literally reams of potentially responsive discovery in Bloom Hergott's

files that on its face are not privileged.

Additionally, Depp is suing TMG on the ground that they acted as his lawyers as well as

his business manager. (FAC, ¶¶165-176.) Although TMG adamantly disputes that they ever acted

as Depp's lawyers, there is no attorney-client privilege "as to a communication relevant to an issue

of breach, by the lawyer or by the client, of a duty arising out of the lawyer-client relationship."

Cal. Evid. Code § 958. Depp cannot have it both ways. Because Depp is suing TMG as his

lawyers based on the financial advice and guidance they gave him (which itself reveals the

baselessness of Depp's claim), he cannot withhold any communications with TMG regarding

Depp's finances, regardless of whether Jake Bloom was a part of those conversations. Id.

Moreover, to the extent that Depp tries to shield on privilege grounds any communications

that Jake Bloom (or other lawyers) had with TMG, Depp and/or Depp's other advisors about

Depp's finances, TMG may have a complete defense to Depp's action under the Solin, 89 Cal.


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App. 4th at 451, and McDermott, 83 Cal. App. 4th at 385. In these cases, the California Court of

Appeal held that a claim against a party must be dismissed where the assertion of the attorney-

client privilege prevents the party from mounting a meaningful defense. See, e.g. Solin, 89 Cal.

App. 4th at 464 ("Bolin would be permitted to sue his lawyers for malpractice, yet gag O'Melveny

in defending the charge by preventing full disclosure of all matters counseled upon."); McDermott,

~ 83 Cal. App. 4th at 385 (same).

In sum, Depp cannot quash the entire Bloom Hergott subpoena based on an attorney-client

privilege objection that he is asserting in a vacuum. Instead, Bloom Hergott should produce all

responsive documents to Depp's counsel, and Depp should then create a detailed privilege log so

that the parties and the Court can understand how Depp is asserting the privilege.

2. Depp's Confidentiality Objections Are Patently Frivolous.

Depp's confidentiality objections are also patently frivolous. Depp has sued TMG, his

former business manager, claiming that over a 17 year period, TMG engaged in inter alia

professional negligence that has supposedly resulted in his current financial woes. The allegations

in Depp's 45-page complaint, include such far reaching (and false) claims as: (1) "TMG ignored

even a semblance of financial management and caused Mr. Depp's funds to be expended more

quickly than they arrived (id.,¶ 3); (2) "without Mr. Depp's knowledge or approval, TMG took out

loans from banks and ahard-money lender with increasingly unreasonable interest rates and fees,

while using Mr. Depp's various properties or royalties from movies as collateral" (id., ¶ 4);

(3) "When Mr. Depp did speak to TMG, they assured him he was in excellent financial condition"

(id., ¶ 37); (4) "TMG actively concealed the true state of Mr. Depp's finances while driving him

deeper and deeper into financial distress" (id., ¶ 41); (5) "Throughout TMG's representation of

Mr. Depp, TMG failed to sufficiently and consistently report to Mr. Depp the current state of his

finances" (id., ¶ 45); (6) "Throughout the course of their representation of Mr. Depp, . .. TMG

never once timely paid Mr. Depp's income tax" (id., ¶ 48); (7) "Over the years, at varying times in

diverse amounts, TMG disbursed nearly $10,000,000 to third parties close to or who worked with

Mr. Depp without Mr. Depp's knowledge or authorization" (id., ¶ 51); (8) "Throughout their

representation of Mr. Depp, TMG routinely failed to properly manage and advise on expenses;"


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(id., ¶ 56); (9) "[i]n or around August 2014, ... TMG sought a large loan on behalf of Mr. Depp

from a hard money lender, Tyron Management Services, Ltd." (id., ¶ 63); and (10) that it was only

after Depp retained Edward White & Co. as his new business manager in March 2016, that "Mr.

Depp learned of TMG's misconduct and began to fully understand the financial harm TMG had

caused Mr. Depp to suffer" (id., ¶ 95.)

Given these allegations, Depp's arguments that the Bloom Hergott and UTA subpoenas

should be quashed because they call for his private financial information is beyond patently

Bloom Hergott and UTA are two of the most critical witnesses in this case. Depp's

financial documents in their possession are obviously directly relevant to TMG's defense of the

action and TMG's affirmative declaratory relief claim, which seeks a declaration that Depp is

responsible for his own financial waste. (FACC, ¶ 114-17.) Where "the financial information goes

to the heart of the cause of action itself, a litigant should not be denied" the discovery. Rawnsley v.

Superior CouYt (1986) 183 Cal. App. 3d 86, 91. Like in Rawnsley, Depp's objection that "the

information sought was ̀not relevant to the subject matter of the action and are not reasonably

calculated to lead to the discovery of admissible evidence', does not merit discussion." Id. at 92.2

Moreover, Depp's claim that "Defendants have asked for virtually all documents in Bloom

Hergott and UTA's possession that could arguably relate in any way to any financial transaction

performed on behalf of Mr. Depp, who is a celebrity," is entirely false. Since the outset of the

parties' meet and confer, TMG agreed that it was "not seeking the production of documents

related solely to Depp's entertainment contracts." (MacIsaac Decl., ¶5, Ex. "D," p. 1.) Instead,

the parties met and conferred, and agreed upon a definition of the term "finances." Depp's counsel

initially proposed that the term "finances" mean—"financial statements, cash flow statements,

profit and loss statements, balance sheets, expenses, acquisition or selling of assets, loans taken

out on Mr. Depp's behalf, loans purportedly approved by Mr. Depp, loans purportedly provided to

Z The cases Depp relies on in his motion to quash are generally cases where parties areseeking discovery concerning athird-parties' financial information—not the plaintiff in theaction. Indeed, there is a strong argument here that many of the responsive documents in BloomHergott's and UTA's possession are also under Depp's custody or control.


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third parties on behalf of Mr. Depp, supporting contracts and documentation relating to such loans

made or taken out on Mr. Depp's behalf, the state of Mr. Depp's financial condition, and authority

that third parties may have had to act on Mr. Depp's behalf with respect to his finances." (Id. at

In a response letter, TMG's counsel agreed to the proposed definition, but added to the

definition "documents or communications which reference that Depp—(1) should reduce his

spending; (2) sell any assets; (3) forego purchasing anything; or (4) work more or engage in other

activity to generate more income." (Id. at ¶ 5, Ex. "D," p. 3.) This expanded definition was

designed to get at the discovery that is the most directly relevant to defend against Depp's claims.

Depp's counsel specifically agreed to this expanded definition and never claimed that it was

"overbroad and overreaching" prior to filing the motion to quash. Neither Bloom Hergott nor

UTA—who participated in the meet and confers—have claimed that the definition is overbroad.

Moreover, Depp is fully aware that when TMG confronted him about his spending and his

need to sell various assets, he would often respond by contacting Jake Bloom or Tracey Jacobs to

demand that they find him more work. For example, paragraph 71 of the FACC quotes one such

email where Depp responds to Joel Mandel's warnings by stating— "I will call tracey [Jacobs at

UTAJ and fake ~BloomJ and prepare them to make some ludicrous deals to refill the glass and

make it fucking over flow! ! !" Similarly, paragraph 94 of Depp's FAC cites to an email where

Tracey Jacobs allegedly wrote to Mandel asking him—"Did you tell [JJohnny ... he needs to

make 25 million by the end of the year?????"Clearly, all of this discovery in the possession of

Bloom Hergott and UTA is directly relevant to core issues in the action and cannot be quashed on

Depp's frivolous confidentiality objection or on any of his other baseless objections.

IV. CONCLUSION

For all the foregoing reasons, TMG respectfully requests that the Court deny Depp's

motion to quash the Bloom Hergott and UTA subpoenas in its entirety.


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DATED: June 19, 2017 Respectfully submitted,

KINSELLA WEITZMAN ISER KUMP& ALDISERT LLP

By: G,~ ~G~.s~C~Suann C. MacIsaacAttorneys for Defendants and Cross-complainant

The Mandel Company, Inc.


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DECLARATION OF SUANN C. MACISAAC

I, Suann C. MacIsaac, declare as follows:

1. I am an attorney duly admitted to practice before this Court. I am a partner with

Kinsella Weitzman Iser Kump & Aldisert LLP, attorneys of record for Defendant and Cross-

complainant The Mandel Company, Inc. (dba The Management Group) and Defendants Joel L.

~ Mandel and Robert Mandel. If called as a witness, I could and would competently testify to all the

facts within my personal knowledge except where stated upon information and belief.

2. At the outset of this case, and because of the importance of the discovery, I served

two business records subpoenas on Plaintiff John C. Depp, II's ("Depp's") (a) long-time,

personal/entertainment lawyer, Bloom Hergott Diemer Rosenthal LaViolette Feldman Schenkman

& Goodman, LLP ("Bloom Hergott"), and (b) long-time talent agent, United Talent Agency

("UTA"). These subpoenas were served on February 22, 2017, after my office had served the

appropriate consumer notice. Attached hereto as Exhibits "A" and ̀ B" respectively are the

original Bloom Hergott and UTA subpoenas that my office served.

3. Thereafter, I engaged in an approximately two month meet and confer with Depp's

counsel, Katrina Dela Cruz and various other attorneys at Manatt, Phelps &Phillips, LLP

("Manatt"). Counsel for Bloom Hergott, Peter Kennedy of Reed Smith, and counsel for UTA,

Bryan Freedman and Sean Hardy at Freedman & Taitelman, LLP, also participated in some of the

meet and confer calls.

4. Many of the objections that Depp has raised in his motion to quash, were either not

I ~ raised during the meet and confer process, or were raised at the very end of the meet and confer.

Attached hereto as Exhibit "C" is a true and correct copy of a March 17, 2017 letter that Depp's

counsel, Katrina Dela Cruz, sent me after our first two meet and confer calls regarding the Bloom

Hergott and UTA subpoenas. As can be seen in Exhibit "C," many of the objections that Depp

raises in his motion to quash, are not included in this anginal letter. Moreover, there are certain

meet and confer proposals in the letter, that Depp is now refusing to honor. For example, on page

2 of Exhibit "C," Ms. Dela Cruz proposes limiting request nos. 1-3 in the subpoenas, to

documents and communications "that Relate to Dembrowski's authorization to act as Depp's


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agent, or on Depp's behalf in connection with Mr. Depp's finances, during the Relevant Time

Period." Defendants ultimately agreed to this limitation as can be seen in Exhibit "F," discussed

below. However, Depp is now seeking to quash the subpoenas even as to these revised categories.

5. Attached hereto as Exhibit "D" is a true and correct copy of a letter dated March

~ 23, 2017, which I wrote Ms. Dela Cruz in response to her March 17 letter . In Exhibit "D," I

confirmed that Defendants were "not seeking the production of documents related solely to

Depp's entertainment contracts or to other legal advice that he was seeking from Bloom Hergott."

In Exhibit "D," I also confirmed the parties' meet and confer agreement that "Bloom Hergott

would provide [Manatt] with all documents responsive to the subpoena (as limited by [the

parties'] meet and confer), and that [Manatt] would then create a detailed privilege and redaction

log including every document [Depp is] withholding ar redacting on privilege grounds." Finally,

in Exhibit "D," I accepted the definition of the term "finances" that Ms. Dela Cruz had proposed

in her March 17 letter, but proposed expanding the definition to include "documents or

communications which reference that Depp—(1) should reduce his spending; (2) sell any assets;

(3) forego purchasing anything; or (4) work more or engage in other activity to generate more

income." I also stated that the term should include "all documents and communications relating to

any discussion of Depp needing, inquiring about, or receiving financing of any kind (including

without limitation, advances from studios)."

6. Thereafter, the parties had numerous meet and confer calls regarding the

subpoenas, including certain calls in which counsel for Bloom Hergott and UTA participated. On

April 28, 2017, and in response to my request that counsel respond to my March 23 letter, I

received a second letter from Ms. Dela Cruz. Attached hereto as Exhibit "E" is a true and correct

copy of Ms. Dela Cruz's Apri128, 2017 letter referenced above. In Exhibit "E, Ms. Dela Cruz

stated "[w]ith respect to the privilege review, we agree that our firm will review the documents

Bloom Hergott designates as responsive and will withhold any privileged documents based on that

review. We will then prepare a privilege log including those documents withheld based on any

applicable privilege." Ms. Dela Cruz also stated that "we can agree to [my proposed expanded]

definition of the term `finances' . . . ."


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7. Throughout the meet and confer process, I repeatedly offered to withdraw various

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requests contained in the subpoenas if Depp would stipulate to certain facts that would limit his

claims. For example, during a meet and confer call with Ms. Dela Cruz, I offered to withdraw the

requests related to Depp's sister and personal manager, Elisa Christi Dembrowski's

("Dembrowski's") authorization to act as Depp's agent, if Depp would stipulate that Dembrowski

was authorized to act as Depp's agent vis-a-vis TMG and in connection with Depp's finances.

Similarly, I also offered to withdraw all requests related to Depp's agreement with Bloom Hergott

and UTA regarding their percentage fee arrangements, if Depp would stipulate that he is not

challenging TMG's payment of those fees in this action. I also offered to withdraw certain

requests related to loans, if Depp would stipulate that TMG made him aware of the terms of the

loans and that they are not at issue in the action. I engaged in this back and forth with Depp's

counsel, Ms. Dela Cruz, regarding numerous categories in the subpoenas. However, her response

was consistently that Depp would not stipulate to any facts in the case.

Throughout the meet and confer, Ms. Dela Cruz and other lawyers from Manatt,

also repeatedly stated that Depp would not object on attorney-client privilege grounds to Bloom

Hergott producing all documents related to Depp's finances if the parties reached an agreement on

the term. During various telephone conversations, we specifically discussed that this would

include inter alia documents relating to—(a) warnings that Depp received about his finances,

including the need to reduce spending, sell assets, or generate more income; (b) Depp's and

Dembrowski's knowledge of Depp's finances, including Depp's representations that he needed to

work more to generate greater income; (c) the receivables loan from Tyron Management Services,

Ltd ,which Jake Bloom initially orchestrated; (d) Depp's efforts to obtain financing, including

without limitation, advances from studios; and (e) calendar entries, emails, and other

correspondence evidencing meetings and/or telephone calls in which Jake Bloom met with or

spoke to Depp, Dembrowski, Tracey Jacobs and/or Joel Mandel to discuss Depp's finances.

On May 11, 2017, and at Ms. Dela Cruz's request, I issued a continued subpoena to

Bloom Hergott, which was designed to capture the parties' meet and confer agreements to date. It

was understood and agreed between counsel that the UTA subpoena would be generally limited in


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~ the same manner. Attached hereto as Exhibit "F" is a true and correct copy of the continued

subpoena that our offices served on Bloom Hergott.

10. After Depp filed the motion to quash on May 26, 2017, I emailed Ms. Dela Cruz to

further meet and confer regarding certain statements in Depp's separate statement, which appeared

contrary to our lengthy meet and confer. Specifically, I asked Ms. Dela Cruz about representations

in the separate statement that (a) Defendants were seeking information regarding various loans

that are supposedly not at issue in the case; and (b) Depp's "agreement with and compensation

paid to" Bloom Hergott and UTA are not at issue in the action. I again, asked Ms. Dela Cruz if

Depp would stipulate that these issues are not in the case, she again, refused to enter into any such

stipulation. Attached hereto as Exhibit "G" is a true and correct copy of the email exchange that I

had with Ms. Dela Cruz on June 13 and 14, 2017, and which is referenced above.

11. Attached hereto as Exhibit "H" is a true and correct copy of an email that was sent

to Joel Mandel on October 1, 2009, by his then-wife who was assisting him with work while he

was out-of-the office. The subject line of the email is "Phone Conversation with Christie

Regarding Meeting with JD to Discuss Financial Condition." The email confirms a phone

conversation that Joel Mandel had with Dembrowski that day. Specifically, the email reads

"Spoke with Christie today, October 1, 2009 at approximately 4 p.m. On or about September 30,

2009, I sent an email to JD letting him know that I would like to meet with him to discuss various

issues in his life, including that status of his financial condition. In my phone conversation with

Christie on October 1 sr, she stated that she had spoken with her brother, and that he stated that

he was well aware of his financial situation, and.that he understood that he needs to ̀ work lzis

ass off' to make the money he needs to support Izis life. He realizes he has not worked this year,

and that root working has its consequences. That being said, Christie stated that JD did not want

to meet, or have any conversations regarding his financial situation, but that he would like me

(JM) to do whatever it takes to see Izim through." I have redacted the email addresses for privacy

reasons.

12. Attached hereto as Exhibit "I" is a true and correct copy of an email exchange

between Joel Mandel and Depp dated December 6, 2009. In his December 6, 2009 email, Joel


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Mandel writes that —"Since rr~y email to you ire September, I have done what I was told you

wanted done, meaning, `getting us through' financially until work could start again. [. .. J I

need to be able to sit with you on your return from this trip, and before you leave for France, so

that we can talk about where we are financially, what we have borrowed in order to sustain

~ ourselves, what we have had to do to obtain those borrowings, what is now necessary to pay

those borrowings back and, finally, to look realistically at income and expenses and to work

together on how to make sure that these are back in balance." I have again redacted the email

addresses for privacy reasons.

13. In his email response on December 7, 2009, Depp writes in relevant part "first,

thank you for dealing and getting me through." Nothing in the email suggests that Depp was in

anyway unaware of the monies he had recently borrowed, or of the financial problems that

necessitated it. Instead, Mr. Depp appears well aware of his financial difficulties and even states "i

don't like being in this situation, but there wasn't a whole lot of choice . . . ."

14. Attached hereto as Exhibit J are a series of exemplar emails that show that TMG

sent loan documents, including extensions on repayment of various Depp loans, to Dembrowski

for Depp's signature. In these exemplar emails, Joel Mandel is reminding Dembrowski of Depp's

difficult financial situation including at varying times stating that "[we are] X4,000,000

overdrawn," "any cushion we may have had is gone," and "our collective overdrafts exceed

$I.OM." In her response emails, Dembrowski does not express any surprise regarding Mandel's

warnings, and clearly understands that Depp is borrowing funds. I have redacted out the email

addresses on these exemplars for privacy reasons.

15. Attached hereto as Exhibit K is a true and correct copy of an email chain between

Dembrowski and TMG employee, Erica Wright, dated August 28 and 29, 2013. In this email

chain, Dembrowski explains that she "has been getting [Depp'sJ signatures for many years" and

that the process works that way so that Depp "can ask what questions he wants [of her] at

signing." She further confirms that she only allows Depp's assistants to obtain his signature in

connection with "very simple documents" that "don't require a lot of explanation." She also refers


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to herself as Depp's "one stop informational center." I have redacted the email addresses on this

exchange for privacy purposes.

16. Attached hereto as Exhibit L are true and correct copies of excerpts of Depp's

recent special interrogatory responses where he identifies witnesses with knowledge of the case. I

am lodging these responses under seal because Depp's counsel marked the discovery

"Confidential" under the parties'protective order and have refused to withdraw the designation.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct.

Executed June 19, 2017, at Santa Monica, C~ifornia.

1 11179.00002/389371

uann C. MacIsaac

~/


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SUBP-010ATTORNEY OR PARK WITHOUT ATTORNEY (Name, State Bar number, and address): FOR COURT USE ONLY

Suann C. MacIsaac ~SBN 205659)Kinsella Weitzman Kump & Aldisertser LLP808 Wilshire BoulevardThird FloorSanta Monica, CA 90401 p

TELEPHONE NO.~ ~3 J O~ 566-9000 F~ No.: (310) 566-9850E-MAIL ADDRESS: SmaCiSaSC kwikalaw.com

ATroRr,ev FOR ~Name~: Defendants T e Mandel Company, Joel Mandel, Robert Mandel

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELESSTREET ADDRESS: L I L NOl~ll Hlll Street

MAILING ADDRESS:

ciTv rwo ziP cooE: Los Angeles, CA 90012BRANCH NAME: CENT1tt1L

PLAINTIFF/PETITIONER: JOHN C. DEPP, et aLDEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC. , et 11.

DEPOSITION SUBPOENACASE NUMBER:

FOR PRODUCTION OF BUSINESS RECORDS BC646882

THE PEOPLE OF THE STATE OF CALIFORNIA, TO (name, address, and telephone number of deponent, if known):

Custodian of Records for Bloom He~rgott Diemer Rosenthal Laviolette Feldman Schenkman &Goodman,

LLP, 150 S. Rodeo Dr. #3, Beverly Hills, CA 90212 Tel: (310) 859-6800

1. YOU ARE ORDERED TO PRODUCE THE BUSINESS RECORDS described in item 3, as follows:

To (name of deposition officer): KNJ Consulting Group. InC., Atten: Kirk Carter

On (date) : March 10, 2017 At (time): 10:00 a.m.

vocation (address): 1106-A Broadway, Santa Monica, CA 90401

Do not release the requested records to the deposition officer prior to the date and time stated above.

a. ~ by delivering a true, legible, and durable copy of the business records described in item 3, enclosed in a sealed inner

wrapper with the title and number of the action, name of witness, and date of subpoena clearly written on it. The inner

wrapper shall then be enclosed in an outer envelope or wrapper, sealed, and mailed to the deposition officer at the

address in item 1.b. ~ by delivering a true, legible, and durable copy of the business records described in

item 3 to the deposition officer at the

witness's address, on receipt of payment in cash or by check of the reasonable costs of preparing the copy, as determined

under Evidence Code section 1563(b).

c. [] by making the original business records described in item 3 available for inspection at your business address by the

attorney's representative and permitting copying at your business address under reasonable conditions during normal

business hours.The records are to be produced by the date and time shown in item 1 (but not sooner tha

n 20 days after the issuance of the

deposition subpoena, or 15 days after service, whichever date is later). Reasonable costs of locating records, making them

available or copying them, and postage, i(any, are recoverable as set forth in Evidence Code section 1563(b). The recorc/s shall be

accompanied by an affidavit of the custodian or other qualified witness pursuant to Evidence Code section 1561:

3. The records to be produced are described as follows (if electronically stored information is demanded, the form or

forms in which each type of information is to be produced maybe specified): See Attachment 3 hereto

Continued on Attachment 3.

4. IF YOU HAVE BEEN SERVED WITH THIS SUBPOENA AS A CUSTODIAN OF CONSUMER OR EMPLOYEE RECORDS UNDER

CODE OF CIVIL PROCEDURE SECTION 1985.3 OR 1985.6 AND A MOTION TO ClUASH OR AN OBJECTION HAS BEEN

SERVED ON YOU, A COURT ORDER OR AGREEMENT OF THE PARTIES, WITNESSES, AND CONSUMER OR EMPLOYEE

AFFECTED MUST BE OBTAINED BEFORE YOU ARE REG~UIRED TO PRODUCE CONSUMER OR EMPLOYEE RECORDS.

DISOBEDIENCE OF THIS SUBPOENA MAY BE PUNISHED AS CONTEM Y THIS COU~OUR~AILURE OBEYBLEFOR THE SUM OF FIVE HUNDRED DOLLARS AND ALL DAMAGES SULTING FRO

Date issued: February 10, 2017 ~ (,~

Suann C. MacIsaac(TYPE OR PRINT NAME) (SIGNATURE OF PERSON

Attorneys for Defendants The Mandel Company, et al

(Proof of service on reverse) (TITLE)

page 1 of 2

Form Adopted for Mandatory Use DEPOSITION SUBPOENA FOR PRODUCTION Code of Civil Procedure, §§ 2020.410-2020.4a0;

Judicial Council of California Government Code, §68097 1

sueP-o,o ~Ra~. ~a~~ery,, 2o,z~ OF BUSINESS RECORDS So~ut~ ns"us

EXHIBIT A

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SUBP-01(

_ PLAINTIFF/PETITIONER: JOHN C. DEPP~ Ct 3I. CASE NUMBER:

DEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC. , et al. BC646882

PROOF OF SERVICE OF DEPOSITION SUBPOENA FOR

PRODUCTION OF BUSINESS RECORDS

1. I served this Deposition Subpoena for Production of Business Records by personally delivering a copy to the person served

as follows:

a. Person served (name):

b. Address where served:

c. Qate of delivery:

d. Time of delivery:

e. (1) C] Witness fees were paid.

Amount : .... ... . . . .... $

(2) 0 Copying fees were paid.

Amount : . . ...... .... . . $

f. Fee for service :........ . ..... . . $

2. I received this subpoena for service on (date):

3. Person serving:

a.~ Not a registered California process server.

b.~ California sheriff or marshal.

c. ~ Registered California process server.

d. Employee or independent contractor of a registered California process server.

e. Exempt from registration under Business and Professions Code section 22350(b).

f. C]Registered. professional photocopier.

g. ~]Exempt from registration under Business and Professions Code section 22451.

h. Name, address, telephone number, and, if applicable, county of registration and number:

declare under penalty of perjury under the laws of the State of

California that the foregoing is true and correct.

Date

(SIGNATURE)

(For California sheriff or marshal use only)

certify that the foregoing is true and correct.

Date:

(SIGNATURE)

sueP-o,o~Re~ ~a~~ary,,zo,z~ DEPOSITION SUBPOENA FOR PRODUCTION a0eozorz

OF BUSINESS RECORDS

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ATTACHMENT 3 TO DEPOSITION SUBPOENA

As used herein, each of the following terms shall have the meaning set forthbelow:

1. "Document(s)," as used herein, shall refer to all documents, electronically

stored information and tangible things, including without limitation all writings (as

defined in California Evidence Code § 250) and all other means of recorded

information, whether written transcribed, taped, filmed, microfilmed, or in any other

way produced, reproduced, or recorded.

2. "Communications," as used herein, shall refer to every exchange of

information of any nature, whether oral or written or through electronic means, between

two or more persons, and any evidence of such exchange, including but not limited to any

correspondence, memorandum, electronic mail, text messages, instant messages, notes or

logs, diaries, daily calendars, or other records of exchanges.

3. "You" or "Your," as used herein, shall refer to Bloom Hergott Diemer

Rosenthal LaViolette Feldman Schenkman &Goodman, LLP and all of its related and

predecessor entities, and its various subsidiaries, parents, affiliates, and entities acting on

its behalf or under its direction or control, and it's or their members, officers, directors,

managers, and employees (whether current or former).

4. "TMG" as used herein, shall refer to the Defendant and Cross-Complainant

in this action The Mandel Company d/b/a The Management Group and its principals,

employees, or agents (whether current or former).

5. "Joel Mandel" as used herein, shall refer to the Defendant and Cross-

Complainant in this action Joel L. Mandel and/or any Person acting on his behalf or at his

behest.

6. "Robert Mandel" as used herein, shall refer to the Defendant and Cross-

Complainant in this action Robert Mandel and/or any Person acting on his behalf or at his

behest.

7. "Depp" as used herein, shall refer to the Plaintiff and Cross-Defendant in

this action John C. Depp, II and/or any Person acting on his behalf or at his behest.

8. "Dembrowski" as used herein, shall refer to Depp's sister, Elisa Christie

Dembrowski and/or any Person acting on her behalf or at her behest.

9. UTA as herein, shall refer to Depp's long-time talent agency United Talent

Agency and any of its principals, employees, or agents (whether current or former).

10. "Relevant Time Period" as used herein, shall refer to any time during the

period from September 1999 until March 2016, when TMG was providing Depp with

business management services.

1 1. "Person" as used herein, shall refer to any natural person, firm, association,

organization; partnership, business, trust, corporation or public entity.

1 179.00002/378961.

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12. "Relate to" as used herein, shall mean referring to, discussing, reflecting,

embodying, evidencing, mentioning, constituting, or having any significant logical or

factual connection with the subject matter in question

1. All Documents, including Communications, that Relate to Dembrowski's

authorization to act as Depp's agent, or on Depp's behalf, during the Relevant Time Period.

2. All Documents, including Communications, that Relate to Dembrowski

representing or acting as if she was authorized to act as Depp's agent, or on Depp's behalf, during

the Relevant Time Period.

3. All Documents, including Communications, that Relate to Depp or Dembrowski

advising You that any Communications to Depp should go through Dembrowski during the

Relevant Time Period.

4. All Documents, including Communications, that Relate to Depp's finances during


5. All Documents, including Communications, that Relate to Depp borrowing or

attempting to borrow funds from any Person, including without limitation You, during the


6. All Documents, including Communications, that Relate to any Person, including

without limitation You, co-signing or guarantying any loan or line of credit for Depp's benefit

during the Relevant Time Period.

7. All Documents, including Communications, that Relate to Depp requesting that any

Person, including without limitation You or UTA, co-sign or guarantee a loan or line of credit for

Depp's benefit during the Relevant Time Period.

8. All Documents, including Communications, that Relate to Depp's agreement with

TMG to provide business management services.

9. All Documents, including Communications, that Relate to the compensation that

Depp paid, or agreed to pay, You during the Relevant Time Period for Your services.

10, All Documents, including Communications, that Relate to Your, Depp's

Dembrowski's, or UTA's knowledge or understanding of the compensation that Delp paid, or

agreed to pay, TMG in exchange for its services.

1 1. All Documents, including Communications, that Relate to Depp's, Dembrowski's,

UTA's or TMG's knowledge or understanding of the compensation that Depp paid, or agreed to

pay, You in exchange for Your services during the Relevant Time Period.

12. All Documents, including Communications, that Relate to Your, Depp's,

Dembrowski's, or TMG's knowledge or understanding of the compensation that Depp paid, or

agreed to pay, UTA in exchange for its services during the Relevant Time Period.

L 1179.00002/3 7 896 1. l

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Dembrowski's, or UTA's awareness or knowledge that Depp had any financial problems or

concerns during the Relevant Time Period.


Dembrowski's or UTA's awareness or knowledge that Depp was borrowing any funds during the



Dembrowski's, or UTA's awareness or knowledge that Depp had to earn more money or work

more during the Relevant Time Period.

16. All Documents, including Communications, that Relate to TMG advising You,

Depp, Dembrowski or UTA that Depp should reduce his spending, forgo purchasing any item or

asset, or reduce in any way his outflow of money during the Relevant Time Period.


Depp, Dembrowski or UTA that Depp should sell any assets during the Relevant Time Period.


Depp, Dembrowski, or UTA that Depp lived beyond his means or spent too much money during



Depp, Dembrowski, or UTA that Depp did not have enough available funds to meet any of his

debts or obligations without borrowing money during the Relevant Time Period.

20. All Documents, including Communications, that Relate to TMG keeping You,

Depp, Dembrowski, UTA or any other Person apprised of Depp's financial condition, his

spending, and/or his borrowing during the Relevant Time Period.

21. All Documents, including Communications, that Relate to TMG meeting or

speaking with. You, Depp, Dembrowski or UTA during the Relevant Time Period where there was

a discussion of Depp's finances, including without limitation, telephone records, calendars, emails,

texts messages, correspondence or other Documents reflecting same.

22. Al] Documents, including Communications, that Relate to Depp's failure or refusal

to take TMG's or Joel Mandel's advice during the Relevant Time Period.

23. All Documents, including Communications, that Relate to any monies that TMG

disbursed to You in connection with Your representation of Depp during the Relevant Time

Period.


Dembrowski's, and/or UTA's knowledge or understanding during the Relevant Time Period that

TMG, Joel Mandel or Robert Mandel had loaned Depp any monies.


Dembrowski's, and/or UTA's knowledge or understanding during the Relevant Time Period that

1 1179.00002/3 7 89 6 1

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certain of Depp's real properties secured a loan that TMG, Joel Mandel or Robert Mandel had

made to Depp.

26. All Documents, including Communications, that Relate to Depp's and/orDembrowski's satisfaction or dissatisfaction with the services TMG provided Depp.

27. All Communications that You have had with Joel Mandel, Robert Mandel or any

Person at TMG (whether a current or former employee) that Relate to Depp.

28. All Communications that You have had with Depp, Dembrowski, TMG, UTA or

any other Person that Relate to Depp's or Dembrowski's knowledge of how Depp spent his

money, including without limitation, knowledge that Depp was supporting or loaning funds to

certain relatives, friends, and/or current or former employees.

29. All Documents, including Communications, that Relate to You introducing Depp,

Dembrowski or TMG to any bank, financial institution, lender, or other source of financing,

including without limitation, Tyron Management Services, Ltd.

30. All Documents, including Communications, that Relate to Depp requesting that

You reduce Your fees for his services and/or Your response to any such request.


You pay Depp back any monies that were disbursed to You by TMG.

I 1 179.00002/3 7896 l .

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PROOF OF SERVICE

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STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

At the time of service, I was over 18 years of age and not a party to this action. I amemployed in the County of Los Angeles, State of California. My business address is 808 WilshireBoulevard, 3rd Floor, Santa Monica, CA 90401.

On February 22, 2017, I served the following documents) described as DEPOSITIONSUBPOENA FOR PRODUCTION OF BUSINESS RECORDS on the interested parties in thisaction as follows:

SEE ATTACHED SERVICE LIST

D BY MAIL: I enclosed the documents) in a sealed envelope or package addressed to thepersons at the addresses listed in the Service List and placed the envelope for collection andmailing, following our ordinary business practices. I am readily familiar with Kinsella WeitzmanIser Kump & Aldisert LLP's practice for collecting and processing correspondence for mailing.On the same day that the correspondence is placed for collection and mailing,. it is deposited in theordinary course of business with the United States Postal Service, in a sealed envelope withpostage fully prepaid.

❑ BY FAX TRANSMISSION: I faxed a copy of the documents) to the persons at the fax

numbers listed above or the attached Service List. The telephone number of the sending facsimile

machine was 310.566.9850. No error was reported by the fax machine that I used.

❑D BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on an agreement of the

parties to accept service by e-mail or electronic transmission, I caused the documents) to be sent

from e-mail address [email protected] to the persons at the e-mail addresses listed in the

Service List. I did not receive, within a reasonable time after the transmission, any electronic

message or other indication that the transmission was unsuccessful.

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❑ BY OVERNIGHT DELIVERY: I enclosed said documents) in an envelope or package

provided by the overnight service carrier and addressed to the persons at the addresses listed above

or on the attached Service List. I placed the envelope or package for collection and overnight

delivery at an office or a regularly utilized drop box of the overnight service carrier or delivered

such documents) to a courier or driver authorized by the overnight service carrier to receive

documents.


foregoing is true and correct. Executed on February 22, 2017, at Santa Monica, California.

Candace Hoffman ~ ~ ~

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11179.00002/3 76 5 2 2.1

PROOF OF SERVICE

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SERVICE LIST

Matthew P. Kanny Attorneys for PlaintiffsManatt, Phelps &Phillips, LLP Tel: 310-312-400011355 W. Olympic Blvd. Fax: 310-312-4224Los Angeles, CA 90064 Email: mkannv a,manatt.com

Benjamin G. Chew Attorneys for PlaintiffsRory E. Adams Tel: 202-585-6511Joshua N. Drian Fax: 202-585-6600Manatt, Phelps &Phillips, LLP Email: bchew(c~manatt.com1050 Connecticut Ave NW, Suite 600 radams~,manatt.comWashington, DC 20036 'd~ rian~,manatt.com

Adam R. Waldman Attorneys for PlaintiffsThe Endeavor Law Firm, P.C. Tel: 202-550-45071775 Pennsylvania Avenue NW Email: awaldman(a~theendeavor~roup.comSuite 3S0Washington, DC 20006

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1179.00002/3 76 522.1

PROOF OF SERVICE

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si iRp_n~nATTORNEY OR PARTY WITHOUT ATTORNEY (Name, Stafe Bar number, and address): FOR COURT USE ONLY

Suann C. MacIsaac ~SBN 205659)Kinsella Weitzman Kump & Aldisertser LLP808 Wilshire BoulevardThird FloorSanta Monica, CA 9040L1G L

TELEPHONE NO.: ~3 L O~ S V V-9~0O FAX NO.: ~3 I O~ S6V'9HSO

E-MAIL ADDRESS: SIT1aC1Sa1C~Q ICW11C11aW.CO1T1ArroRNer FOR ~Name~: Defendants The Mandel Company, Joel Mandel and Robert Mandel

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELESSTREET ADDRESS'. L I I NOl~h H11I Street

MAILING ADDRESS:

c~,ti ANo z~P cooE: Los Angeles, CA 90012BRANCH NAME: CENT~L

PLAINTIFF/PETITIONER: .JOHN C. DEPP, et al.DEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC., et al.

DEPOSITION SUBPOENACASE NUMBER:



Custodian of Records for United Talent Agency, 9336 Civic Center Dr., Beverly Hills, CA 90210Tel: 310-273-67001. YOU ARE ORDERED TO PRODUCE THE BUSINESS RECORDS described in item 3, as follows:

To (name of deposition offrcer): KNJ Consulting Group Inc., Atten: Kirk Carter

On (date) :March 10, 2017 At (time): 10.00 a.m.

vocation (address): 1106-A Broadway, Santa Monica, CA 90401





address in item 1.b. ~ by delivering a true, legible, and durable copy of the business records described in item 3 to the

deposition officer at the



c. C ] by making the original business records described in item 3 available for inspection at your business address by the


business hours.2. The records are to be produced by the date and time shown in item 1 (but not sooner than 20 days after

the issuance of the

deposition subpoena; or 15 days after service, whichever date is later). Reasonable costs of locating records, making them

available or copying them, and postage, if any, are recoverable as set forth in Evidence Code section 1563(b). The records shall be

accompanied by an affidavit of the custodian or other qualified witness pursuant to Evidence Code section 1561.


forms in which each type of information is to be produced maybe specified): See Attachment 3 hereto

Continued on Attachment 3.

4. IF YOU HAVE BEEN,SERVED WITH THIS SUBPOENA AS A CUSTODIAN OF CONSUMER Oft EMPLOYEE RECORDS UNDER

CODE OF CIVIL PROCEDURE SECTION 1985.3 OR 1985.6 AND A MOTION TO QUASH OR AN OBJECTION HAS BEEN


AFFECTED MUST BE OBTAINED BEFORE YOU ARE REQUIRED TO PRODUCE CONSUMER OR EMPLOYEE RECORDS.

DISOBEDIENCE OF THIS SUBPOENA MAY BE PUNISHED AS CONTEMPT BY THIS COURT. Y U WILL ALSO BE LIABLE

FOR THE SUM OF FIVE HUNDRED DOLLARS AND ALL DAMAGES R LILTING FROM Y R FAILUR O OBEY.

Date issued: February 10, 2017Suann C. MacIsaac / ~ d Q ~

(TYPE OR PRINT NAME) (SIGNATURE OF PERSON ISSU G SUBPOENA)

Attorneys for Defendants The Mandel Company, et al

(Proof of service on reverse) ~rir~E~ Pe9e ~ or s

Form Adopted for Mandatory Use Cotle of Civil Procedure, §§ 2D20-416-2020.440;DEPOSITION SUBPOENA FOR PRODUCTION

Judicial Council o(Califomia Govemmant Code, §68097.7

SUBP-010 Rev. January 1, 2012 OF BUSINESS RECORDS SO ut~ ns'4i Pus

EXHIBIT B

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SUBP-010

_ PLAINTIFF/PETITIONER: .TORN C, DEPP~ et al. CASE NUMBER;

DEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC., et al. BC646882

PROOF OF SERVICE OF DEPOSITION SUBPOENA FORPRODUCTION OF BUSINESS RECORDS

1. I served this Deposition Subpoena for Production of Business Records by personally delivering a copy to the person servedas follows:


b. Address where served:

c. Date of delivery:


e. (1) 0 Witness fees were paid.

Amount : ...... . ..... . . $

(2) 0 Copying fees were paid.

Amount :....... . . . . . . . $

f. Fee for service : .. ...... . . . . . . . . $


3. Person serving:

a. ~ Not a registered California process server.

b. ~ California sheriff or marshal.

c. 0 Registered California process server.

d. ~ Employee or independent contractor of a registered California process server.

e. Exempt from registration under Business and Professions Code section 22350(b).

f. 0 Registered professional photocopier.

g. 0 Exempt from registration under Business and Professions Code section 22451.




Date:

(SIGNATURE)



Date:

(SIGNATURE)

sueP-ono ~Re~. ~an~ary ~, zo~z~ DEPOSITION SUBPOENA FOR PRODUCTIONOF BUSINESS RECORDS

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ATTACHMENT 3 TO DEPOSITION SUBPOENA

As used herein, each of the following terms shall have the meaning set forthbelow:





way produced, reproduced, or recorded.






3. "You" or "Your," as used herein, shall refer to United Talent Agency and all

of its related and predecessor entities, and its various subsidiaries, parents, affiliates, and

entities acting on its behalf or under its direction or control, and it's or their members,

officers, directors, managers, and employees (whether current or former).





Complainant in this action Joel L. Mandel.


Complainant in this action Robert Mandel.

7. "Depp" as used herein, shall refer to the Plaintiff and Cross-Defendant in

this action John C. Depp, II and/or any Person acting on his behalf or at his bequest.

8. "Dembrowski" as used herein, shall refer to Depp's sister, Elisa Christie

Dembrowski.




10. "Bloom" as used herein, shall refer to Depp's long-time personal and

entertainment attorney Jake Bloom and any firm that he was associated with at a time

while he was representing Depp and any of the firm's principals, employees or agents

(whether current or former).

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11. "Person" as used herein, shall refer to any natural person, firm, association,organization, partnership, business, trust, corporation or public entity.

12. "Relate to" as used herein, shall mean referring to, discussing, reflecting,

embodying, evidencing, mentioning, constituting, or having any significant logical or

factual connection with the subject matter in question

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1. All Documents, including Communications, that Relate to Dembrowski's

authorization to act as Depp's agent, or on Depp's behalf, during the Relevant Time Period.

2. All Documents, including Communications, that Relate to Dembrowski

representing or acting as if she was authorized to act as Depp's agent, or on Depp's behalf, during


3. All Documents, including Communications, that Relate to Depp or Dombrowski

advising You that any Communications to Depp should go through Dombrowski during the


4. All Documents, including Communications, that Relate to Depp's finances during


5. All Documents, including Communications, that Relate to Depp borrowing or

attempting to borrow funds from any Person, including without limitation You, during the


6. All Documents, including Communications, that Relate to any Person, including

without limitation You, co-signing or guarantying any loan or line of credit for Depp's benefit

during the Relevant Time Period..

7. All Documents, including Communications, that Relate to Depp requesting that any

Person, including without limitation You, co-sign or guarantee a loan or line of credit for Depp's

benefit during the Relevant Time Period.

8. All Documents, including Communications, that Relate to Depp or Dombrowski

being dishonest or reneging on any agreement with You (including without limitation, any

agreement to substitute any collateral for Your guarantee on any of his loans or lines of credit).


TMG to provide business management services.


You to be his agent.

1 1. All Documents, including Communications, that Relate to the compensation that

Depp paid, or agreed to pay, You during the Relevant Time Period to provide to be his agent.

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12. All Documents, including Communications, that Relate to Your, Depp'sDembrowski's, or Bloom's knowledge or understanding of the compensation that Depp paid, or

agreed to pay, TMG in exchange for its services.

13. All Documents, including Communications, that Relate to Depp's, Dembrowski's,

Bloom's or TMG's knowledge or understanding of the compensation that Depp paid, or agreed to

pay, You in exchange for Your services during the Relevant Time Period.

14, Al] Documents, including Communications, that Relate to Your, Depp's,

Dembrowski's, or TMG's knowledge or understanding of the compensation that Depp paid, or

agreed to pay, Bloom in exchange for its services during the Relevant Time Period.

15. All Documents, including Communications, that Relate to Depp's or Dembrowski's

awareness or knowledge that Depp had any financial problems or concerns during the Relevant

Time Period.


.awareness or knowledge that Depp was borrowing any funds during the Relevant Time Period.


awareness or knowledge that Depp had to earn more money during the Relevant Time Period.

1 S. All Documents, including Communications, that Relate to Depp or Dembrowski

requesting that Depp work more during the Relevant Time Period.

19. All Documents, including Communications, that Relate to TMG advising Depp or

Dembrowski that Depp should reduce his spending, forgo purchasing any item or asset, or reduce

in any way his outflow of money during the Relevant Time Period.


Dembrowski that Depp needed to earn more money during the Relevant Time Period.


Dembrowski that Depp should sell any assets during the Relevant Time Period.


Depp, Dembrowski, or Bloom that Depp lived beyond his means or spent too much money during



Depp, Dembrowski, yr Bloom that Depp did not have enough available funds to meet any of his

debts or obligations without borrowing money during the Relevant Time Period.

24, All Documents, including Communications, that Relate to TMG keeping You,

Depp, Dombrowski, Bloom or any other Person apprised of Depp's financial condition, his

spending, and/or his borrowing during the Relevant Time Period.

25. All Documents, including Communications, that Relate to TMG meeting or

speaking with You, Depp, Dombrowski or Bloam about Depp during the Relevant Time Period,

1 1179.00002/378896.1

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including without limitation, telephone records, calendars, emails, texts messages, correspondence

or other Documents reflecting same.

26. All Documents, including Communications, that Relate to Depp's failure or refusal

to take TMG's or Joel Mandel's advice during the Relevant Time Period.

27. All Documents, including Communications, that Relate to any monies that TMG

disbursed to You during the Relevant Time Period.


Dembrowski's, and/or Bloom's knowledge or understanding during the Relevant Time Period that

TMG, Joel Mandel or Robert Mandel had loaned Depp any monies.


Dembrowski's, and/or Bloom's knowledge or understanding during the Relevant Time Period that

certain of Depp's real properties secured a loan that TMG, Joel Mande] or Robert Mandel had

made to Depp.

30. All Documents, including Communications, that Relate to Depp's and/or

Dembrowski's satisfaction or dissatisfaction with the services TMG provided Depp.

31. All Communications that You have had with Joel Mandel, Robert Mandel or any

Person at TMG (whether a current or former employee) that Relate to Depp.

32. All Communications that You have had with Depp or Dembrowski that Relate to

TMG, Joel Mandel, or Robert Mandel

33. All Communications that You have had with Depp or Dembrowski that Relate to

Depp's or Dembrowski's knowledge of how Depp spent his money, including without limitation,

knowledge that Depp was supporting or loaning funds to certain relatives, friends, and/or current

or former employees.

34. All Communications that You have had with Depp, his lawyers, or Dembrowski

regarding the action that he filed against TMG, Joel Mandel, or Robert Mandel in January -2017, or

any of the allegations contained therein.

35. All Documents, including Communications, that Relate to Depp terminating Your

services at any time.


You reduce Your fees for his services and/or Your response to any such request.

37. All Documents, including Communications, that Relate to Depp or any Person

requesting that You pay Depp back any monies that were disbursed to You by TMG.

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PROOF OF SERVICE

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~ STATE OF CALIFORNIA, COUNTY OF LOS ANGELES


On February 22, 2017, I served the following documents) described as DEPOSITIONSUBPOENA FOR PRODUCTION OF BUSINESS RECORDS on the interested parties in thisaction as follows:

SEE ATTACHED SERVICE LIST

❑ BY MAIL: I enclosed the documents) in a sealed envelope or package addressed to thepersons at the addresses listed in the Service List and placed the envelope for collection andmailing, following our ordinary business practices. I am readily familiar with Kinsella WeitzmanIser Kump & Aldisert LLP's practice for collecting and processing correspondence for mailing.

On the same day that the correspondence is placed for collection and mailing, it is deposited in the

ordinary course of business with the United States Postal Service, in a sealed envelope withpostage fully prepaid.

❑ BY FAX TRANSMISSION: I faxed a copy of the documents) to the persons at the fax

numbers listed above or the attached Service List. The telephone number of the sending facsimile

machine was 310.566.9850. No error was reported by the fax machine that I used.

❑D BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on an agreement of the

parties to accept service by e-mail or electronic transmission, I caused the documents) to be sent

from e-mail address [email protected] to the persons at the e-mail addresses listed in the

Service List. I did not receive, within a reasonable time after the transmission, any electronic

message or other indication that the transmission was unsuccessful.

❑ BY OVERNIGHT DELIVERY: I enclosed said documents) in an envelope or package

provided by the overnight service carrier and addressed to the persons at the addresses listed above

or on the attached Service List. I placed the envelope or package for collection and overnight

delivery at an office or a regularly utilized drop box of the overnight service carrier or delivered

such documents) to a courier or driver authorized by the overnight service carrier to receive

documents.


foregoing is true and correct. Executed on February 22, 2017, at Santa Monica, California.

dw ~~~

Candace Hoffman

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11179.00002/376522.1

PROOF OF SERVICE

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SERVICE LIST

Matthew P. Kanny Attorneys for PlaintiffsManatt, Phelps &Phillips, LLP Tel; 310-312-400011355 W. Olympic Blvd. Fa~c: 310-312-4224Los Angeles, CA 90064 Email: mkanny~a~,manatt.com

Benjamin G. Chew Attorneys for PlaintiffsRory E. Adams Tel: 202-585-6511Joshua N. Drian Fax: 202-585-6600Manatt, Phelps &Phillips, LLP Email: bchew(a~manatt.com1050 Connecticut Ave NW, Suite 600 radams(a~manatt.comWashington, DC 20036 idrian(a~manatt.com

Adam R. Waldman Attorneys for PlaintiffsThe Endeavor Law Firm, P.C. Tel; 202-550-4507Z 775 Pennsylvania Avenue NW Email: awaldman~a theendeavor roup.comSuite 350Washington, DC 20006

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11179.00002/3 76 5 22.

PROOF OF SERVICE

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manattmanatt ~ Phelps ~ Phillips

March 17, 2017

VIA E-MAIL

Michael Kump, Esq.Suann MacIsaac, Esq.KINSELLA,WEITZMAN ISER KUMP & ALDISERT, LLP808 Wilshire Boulevard, 3rd FloorSanta Monica, CA 90401Telephone: (310) 566-9800Email: inlcump(a~kwikalaw.com

SMacIsaac(a,kwikalaw.com

Katrina Dela CruzManatt, Phelps &Phillips, LLPDirect Dial: (310) 312-4178

E-mail: [email protected]

CIlent-Matter: 63127-060

Re: Jo1in C. Depp, II, et al. v. T/ie Mandel Company, Inc. et al., Los Angeles,Superior Court Case No. BC646882; TMG's Deposition Subpoenas toUnited Talent Agency and Bloom Hergott Diemer Rosenthal LaVioletteFeldman Sehenkman &Goodman, LLP

Dear Suann:

We are writing to follow up regarding the parties' meet and confer calls (which tookplace on I'ebruary 28, 2017 and March 1, 2017} regarding the two deposition subpoenas thatTMG caused to be served upon United Talent Agency ("UTA") and Bloom Hergott DiemerRosenthal LaViolette Feldman Schenkman &Goodman, LLP ("Bloom") requesting recordsrelating to John C. Depp, II (collectively the "Subpoenas"). Below is the status of some of thedocument requests in the UTA and Bloom Subpoenas based on our discussions.

I. Bloom Subpoena

A. Document Requests Seeking Documents and Information Protected by theAttorney-Client Privilege/Attorney Work Product Doctrine

We expressed a concern that many of the document requests in the Bloom subpoenarelate to documents and information protected by the attorney-client privilege and/or the attorneywork product doctrine, as Jake Bloom was Mr. Depp's entertainment attorney for several years.You confirmed that you were not seeking documents relating to Mr. Depp's entertainmentcontracts or legal advice sought in connection with entertainment services. You were, however,seeking documents and communications relating to Mr. Depp's financial condition, i.e.,documents relating to the Tryon Management Services, Ltd.'s loan.

11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224

Albany ~ Chicago ~ Los Angeles ~ New York ~ Orange County ~ Palo Alto ~ Sacramento ~ San. Francisco ~ Washington, D,C.

EXHIBIT C

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Suann MacIsaac, Esq.March 17, 2017Page 2

The parties agreed that Manatt would work directly with Bloom and Bloom's attorneys toreview the scope of documents that Bloom intends to produce and work together on a privilegelog.

B. Request Nos. 1-3

These requests concern "All Documents, including Communications, that Relate toDembrowski's authorization to act as Depp's agent, or on Depp's behalf, during the RelevantTime Period," "All Documents, including Communications, that Relate to Dembrowskirepresenting or acting as if she was authorized to act as Depp's agent, or on Depp's behalf,during the Relevant Time Period," and "All Documents, including Communications, that Relateto Depp or Dembrowski advising You that any Communications to Depp should go throughDembrowski during the Relevant Time Period."

No agreement was reached concerning these requests during our call. We argued thatRequest Nos. 1-3 were overbroad and irrelevant. The allegations in the Complaint and Cross-Complaint relate to the business management relationship between the TMG parties and Mr.Depp. Any alleged representations by Ms. Dembrowski that were made to UTA ar Bloom thatare unrelated to TMG are not implicated in the Complaint or Cross-Complaint and are thusirrelevant.

We therefore propose that these requests be narrowed to the following:

Request No, 1: All Documents, including Communications, that Relate to Dembrowski'sauthorization to act as Depp's agent, or on Depp's behalf in connection with Mr.Depp's finances, during the Relevant Time Period.

Request No. 2: All Documents, including Communications, that Relate to Dembrowskirepresenting or acting as if she was authorized to act as Depp's agent, or on Depp'sbehalf in connection with Mr. Depp's finances, during the Relevant Time Period.

Request Na. 3: All Documents, including Communications, that Relate to Depp orDembrowski advising You that any Communications to Depp relating to Mr. Depp'sfinances should go through Dembrowski during the Relevant Time Period.

C. Request No. 4, 21

These requests concern "All Documents, including Communications, that Relate toDepp's finances during the Relevant Time Period" and "All Documents, includingCommunications, that Relate to TMG meeting or speaking with You, Depp, Dembrowski orUTA during the Relevant Time Period where there was a discussion of Depp's finances,

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including without limitation, telephone records, calendars, emails, texts messages,correspondence or other Documents reflecting same,"

We objected to these requests on the grounds that it was not reasonably particularized asrequired under California law and leaves Bloom and Mr. Depp to guess at what documents theTMG parties are seeking. The phrase "that Relate to Depp's finances" or "discussion of Depp'sfinances" could conceivably relate to all documents between Mr. Depp, on the one hand, andBloom, on the other hand. The parties agreed that they would come up with a mutual definitionfor the term "finances." Accordingly, we propose the following definition:

The term "finances" means the following: financial statements, cash flow statements,profit and loss statements, balance sheets, expenses, acquisition or selling of assets, loans takenout on Mr. Depp's behalf, loans purportedly approved by Mr. Depp, loans purportedly providedto third parties on behalf of Mr, Depp, supporting contracts and documentation relating to suchloans made or taken out on Mr. Depp's behalf, the state of Mr. Depp's financial condition, andauthority that third parties may have had to act on Mr. Depp's behalf with respect to his finances.

D. Request Nos. 9, 11-13

During our call, we discussed potentially narrowing the scope of Request Nos. 9, 11-13.Below are our proposed changes:

Request No. 9: All Documents, including Communications, sufficient to show thecompensation that Depp paid, or agreed to pay, You during the Relevant Time Period forYour services.

Request No. 11: All Documents, including Communications, sufficient to show Depp's,Dembrowski's, UTA's or TMG's knowledge or understanding of the compensation thatDepp paid, oz• agreed to pay, You in exchange for Your services during the RelevantTime Period.

Request No. 12: All Documents, including Communications, sufficient to show Your,Depp's, Dembrowski's, or TMG's knowledge or understanding of the compensation thatDepp paid, or agreed to pay, UTA in exchange for its services during the Relevant TimePeriod.

Request No. 23: All Documents, including Communications, sufficient to show anymonies that TMG disbursed to You in connection with Your representation of Deppduring the Relevant Time Period.

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E. Request No. 27

This request concerns "All Communications that You have had with Joel Mandel, RobertMandel or any Person at TMG (whether a current or former employee) that Relate to Depp."

The parties agreed that this request would be changed to the following: "AllCommunications that You have had with Joel Mandel, Robert Mandel or any Person at TMG(whether a current or former employee) that specifically refer to Depp."

II. UTA Subpoena

A. Request Nos. 1-3

These requests concern "All Documents, including Communications, that Relate toDembrowski's authorization to act as Depp's agent, or on Depp's behalf, during the RelevantTime Period," "All Documents, including Communications, that Relate to Dembrowskirepresenting or acting as if she was authorized to act as Depp's agent, or on Depp's behalf,during the Relevant Time Period," and "All Documents, including Communications, that Relateto Depp or Dembrowski advising You that any Communications. to Depp should go throughDombrowski during the Relevant Time Period."

No agreement was reached concerning these requests during our call. We argued thatRequest Nos. 1-3 were overbroad and irrelevant. The allegations in the Complaint and Cross-Complaint relate to the business management relationship between the TMG parties and Mr.Depp. Any alleged representations by Ms. Dembrawski that were made to UTA or Bloom thatare unrelated to TMG are not implicated in the Complaint or Cross-Complaint and are thusirrelevant.

We therefore propose that these requests be narrowed to the following:

Request No. 1: All Documents, including Communications, that Relate to Dembrowski'sauthorization to act as Depp's agent, or on Depp's behalf in connection with Mr.Depp's finances, during the Relevant Time Period.

Request No, 2: All Documents, including Communications, that Relate to Dombrowskirepresenting or acting as if she was authorized to act as Depp's agent, or on Depp'sbehalf in connection with Mr. Depp's finances, during the Relevant Time Period.

Request No. 3 : All Documents, including Communications, that Relate to Depp orDombrowski advising You that any Communications to Depp relating to Mr. Depp'sfinances should go through Dombrowski during the Relevant Time Period.

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manattmanatt ~ phelps ~ phillips

Suann MacTsaac, Esq.March 17, 2017Page 5

B. Request No. 4

This request concerns "All Documents, including Communications, that Relate to Depp'sfinances during the Relevant Time Period."

We objected to this request an the grounds that it was not reasonably particularized asrequired under California law and leaves UTA and Mr. Depp to guess at what documents theTMG parties are seeking. The phrase "that Relate to Depp's finances" could conceivably relateto all documents between Mr. Depp, on the one hand, and UTA, on the. other hand. The partiesagreed that they would come up with a mutual definition for the term "finances." Accordingly,we propose the following definition:

The term "finances" means the following: financial statements, cash flow statements,profit and loss statements, balance sheets, expenses, acquisition or selling of assets, loans takenout on Mr, Depp's behalf, loans purportedly approved by Mr. Depp, loans purportedly providedto third parties on behalf of Mr. Depp, supporting contracts and documentation relating to suchloans made or taken out on Mr. Depp's behalf, the state of Mr. Depp's financial condition, andauthority that third parties may have had to act on Mr. Depp's behalf with respect to his finances.

C. Request Nos. 8, 35

These requests concern "All Documents, including Communications, that Relate to Deppor I~embrowski being dishonest or reneging on any agreement with You (including withoutlimitation, any agreement to substitute any collateral for Your guarantee on any of his loans orlines of credit)" and "All Documents, including Communications, that Relate to Deppterminating Your services at any time."

No agreement was reached concerning these requests during our call. We argued thatthese document requests were not relevant, because this action arises solely from TMG'sbusiness management services to Mr. Depp, including TMG's actions in recklessly borrowingmoney on Mr. Depp's behalf, failing to keep adequate books, records, or loan documentation,and engaging in conflicts of interest and self-dealing throughout TMG's business relationshipwith Mr. Depp. The only substantive allegations in the Cross-Complaint relating to UTA allegethat UTA guaranteed a loan with Bank of America (Cross-Compl. ¶ 78). It is unclear howdocuments relating to how Mr. Depp or Ms. Dembrowski was "being dishonest" or "reneging"any agreement with Mr. Depp, or the termination of UTA's services, is relevant to this litigation.You argued in our call that the documents requested in Request No. 8 were relevant to UTA'sguarantee of a loan that Mr. Depp took out with Bank of America. We therefore propose tonarrow the scope of these documents to those relating to the loan that was guaranteed by UTA asalleged in paragraph 78 of your Cross-Complaint.

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Swann MacIsaac, Esq.March 17, 2017Page 6

With regard to Request No. 35, we stand by our position that these documents are notrelevant to the issues in this litigation and request that you withdraw the request.

D. Request Nos. 10-11, 13-14, 27

These requests concern documents relating to "Depp's agreement with [UTA] to be hisagent," and (UTA RFP No. 10) and the compensation that Mr. Depp paid UTA.

We argued that Mr. Depp's agreement with and compensation paid to UTA are not atissue in the Complaint or Cross-Complaint and are thus irrelevant. You pointed out that Mr.Depp alleged in the Complaint that TMG failed to seek written agreements from certain serviceproviders, and to the extent Mr. Depp is arguing that he did not agree to pay UTA 10% of Mr.Depp's gross revenue, such documents would be relevant.'

We propose that these requests be narrowed to request documents sufficient to show apurported agreement or acknowledgment that Mr. Depp agreed to pay UTA 10% of his grossearnings. Specifically, we propose the following changes:

Request No. 10; All Documents, including Communications, sufficient to show Depp'sagreement with You to be his agent.

Request No. 11: All Documents, including Communications, sufficient to show thecompensation that Depp paid, or agreed to pay, You during the Relevant Time Period toprovide to be his went.

Request No. 13: All Documents, including Communications, sufficient to show Depp's,Dembrowski's, Bloom's or TMG's knowledge or understanding of the compensation thatDepp paid, or agreed to pay, You in exchange for Your services during the RelevantTime Period.

Request No. ] 4; All Documents, including Communications, sufficient to show Your,Depp's, Dembrowski's, or 1~MG's knowledge or understanding of the compensation thatDepp paid, or agreed to pay, Bloom in exchange for its services during the Relevant TimePeriod.

Request No. 27: All Documents, including Communications, sufficient to show anymonies that TMG disbursed to You during the Relevant Time Period.

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E. Request No. 25

This request concerns "All Documents, including Communications, that Relate to TMGmeeting or speaking with You, Depp, Dembrowski or Bloom about Depp during the RelevantTime Period, including without limitation, telephone records, calendars, emails, texts messages,correspondence or other Documents reflecting same."

You had indicated in our call that this request contained a typo, and that you had intendedthe request to be as follows: "All Documents, including Communications, that Relate to TMGmeeting or speaking with You, Depp, Dembrowski or Bloom about Depp during the RelevantTime Period, where there was a discussion of Depp's finances, including without limitation,telephone records, calendars, emails, texts messages, correspondence or other Documentsreflecting same."

We are agreeable to this revision, subject to the parties agreeing to a mutual definition ofthe term "finances."

F. 12equest No. 31

This request concerns "All Communications that You have had with Joel Mandel, RobertMandel or any Person at TMG (whether a current or former employee) that Relate to Depp."

The parties agreed that this request would be changed to the following: "AllCommunications that You have had with Joel Mandel, Robert Mandel or any Person at TMG(whether a current or former employee) that specifically refer to Depp."

G. Request No. 32

"phis request concerns "All Communications that You have had with Depp orDembrowski that Relate to TMG, Joel Mandel, or Robert Mandel."

The parties agreed that this request would be changed to the following: "AllCommunications that You have had with Depp or Dembrowski that specifically refer to TMG,Joel Mandel, or Robert Mandel."

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Please let me know if you have any questions or believe any of the above is in error. Inaddition, we believe that a further meet and confer regarding the deposition subpoenas would beproductive, as our deadline for filing any motion to quash is March 24, 2017. Please let us knowwhen you would he available for a follow up discussion.

Sincerely,

1~~Katrina Dela Cruz

203961855.1

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~ '~"~' KINSELLA~ ~ WEITZMAN

ISERL KUMP &

1 iai_~isFr~T~,f>

March 23, 2017

VIA ELECTRONIC MAIL

Katrina Dela CruzManatt, Phelps &Phillips LLP11355 West Olympic Blvd.Los Angeles, California 90064E-Mail: [email protected]

Suann C. MaclsaacDirect Dial: (310) 566-9840

Direct Fax: (310 566-9880

E-Mail: smaCisaac~kwikalaw.com

File Number: 1 1 1 79-00002

Re: John C. Devv, li, et al. v. The Mandel Company, Ina, et al.

Dear Katrina:

I write in response to your letter dated March 17, 2017, and to further meet and confer

regarding the subpoenas. that Defendants served on the custodian of records for Bloom

Hergott Diemen Rosenthal LaViolette Feldman Schenkman &Goodman, LLP ("Bloom

Hergott") and United Talent Agency ("UTA").

I. The Bloom Her ot~t Subpoena

A. Attorney_Client Privilege And Work Product Concerns

First, with respect to your comments regarding documents that are protected fromproduction by the attorney-client and work product privileges, you correctly note that we are

not seeking the production of documents related solely to Depp's entertainment contracts or to

other legal advice that he was seeking from Bloom Hergott~. Instead, we are focused on

documents relating to Depp's financial condition and importantly, Depp's knowledgeregarding same. However, this includes far more than "documents relating to the Tryon

Management Services, Ltd. loan."

~ With respect to this latter category, we expressly reserve the right to seek documents

related to any expenses found on Bloom Hergott invoices that Depp is now challenging. Theparties should work together and meet and confer to assure all responsive documents areproduced in connection with any challenged expenses.

808 Wilshire Boulevprd, 3id Floor, Santa Monlca, Calitomia 90401 = Telephone: 310.566.9800 ̀ Fox: 310.566.9850 ] Webslte: www.kwikalaw.com

EXHIBIT D

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Katrina Dela CruzMarch 23, 2017Page 2

As you are aware, we are seeking all documents in Bloom Hergott's possession,

custody or control which relate in any way to Depp's financial condition, Defendants advising

Depp or others (including without limitation, Christi Dembrowski ("Dembrowski") and Jake

Bloom or others at Bloom Hergott) of Depp's financial condition, and/or Depp's knowledge

of his financial condition (which would include without limitation, emails, text messages and

other correspondence where Depp is requesting that Bloom Hergott or UTA locate additional

work for him).

We also are seeking any documents in Bloom Hergott's possession, custody or control

that evidence instances where Depp or Dembrowski, one the one hand, met with or

participated in conference calls with Joel Mandel or others at TMG, on the other hand,

concerning Depp. We are informed that Jake Bloom participated in numerous such calls and

meetings which often revolved around Depp's deteriorating financial condition.

Finally, during our meet and confer, I emphasized that Depp and/or his entities or

trusts need to be clear where they are asserting the attorney-client or work product privileges.

Thus, we agreed that Bloom Hergott would provide your firm with all documents responsive

to the subpoena (as limited by our meet and confer), and that your firm would then create a

detailed privilege and redaction log including every document you are withholding or

redacting on privilege grounds. Please confirm that you have agreed to this process.

B. Requests Nos. 1-3

With respect to Request Nos. 1-3, we cannot agree to your proposed limitations.

However, we will agree to limit the requests to documents which specifically reference or

discuss Dembrowski's authority to act or receive any communications or updates on Depp's

behalf (e.g., a power of attorney, or a letter, email or text message where either Depp or

Dembrowski represent that Dembrowski is authorized to act on Depp's behalf, or should

receive communications or updates on various Depp matters).

Given how closely TMG worked with Bloom Hergott (and UTA) on Depp matters

(which Depp obviously understood), TMG could rely on the actual and appazent authority that

Dembrowski had over all of Depp's business affairs, including his legal affairs (and his

relations with his long-time agent, UTA). "Where a principal places the agent in charge of a

business as the apparent manager, the agent is clothed with apparent authority to do all things

that are essential to the ordinary conduct of such a business." 2B Cal. Jur. 3d Agency § 79.

Additionally, "an agent's ostensible authority may be proved through evidence of the

principal's representations to the public in general." Id. Here, given how closely TMG worked

with Bloom Hergott (and UTA), the requested documents are obviously relevant to TMG's

understanding of the breadth of Dembrowski's authority over Depp's affairs. Moreover,

responsive documents would significantly undercut the credibility of any testimony Depp may

offer regazding supposed limitations on Dembrowski's authority to act on his behalf.

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With respect to Request Nos. 4 and 21, we generally agree with your proposeddefinition of the term "finances" but would add to the definition any documents orcommunications-which reference that Depp—(1) should reduce his spending; (2) sell any

assets; (3) forego purchasing anything; or (4) work more or engage in other activity to

generate more income. Additionally, Bloom Hergott should also produce all documents and

communications relating to any discussion of Depp needing, inquiring about, or receiving

financing of any kind (including without limitation, advances from studios). Please note that it

is important that Jake Bloom's text messages be thoroughly searched for responsive materials

as we are informed that Depp texted both Joel Mandel and Tracey Jacobs regarding his

finances.

D. Request Nos. 9, 11-13

With respect to Request Nos. 9 and 13, we agree to your proposed limitation that

Bloom Hergott simply produce documents sufficient to show the compensation that Depp

paid, or agreed to pay, the law firm, andlor all monies TMG disbursed to Bloom Hergott in

connection with Depp matters. However, with respect to Request Nos. 11 and 12, Bloom

Hergott should produce all documents in its possession, custody or control which "evidence"

or "reflect" that either Depp or Dembrowski understood or was aware of the fee arrangements

that Depp (or any of his entities or trusts) had with Bloom Hergott, UTA and/or TMG. Given

that Depp seems to be disputing his percentage agreements with these entities, his or

Dembrowski's knowledge of the agreements is clearly relevant to the action.

E. Request No. 27

With respect to Request No. 27, I never agreed to your proposal to limit the request to

communications that specifically reference Depp. However, in an effort to meet and confer, I

propose that we limit the request to communications between Joel Mande! (or any Person

acting on his behalf, such his assistant) and Bloom Hergott relating to Depp matters.

II. The UTA Subpoena

A. RecLuest Nos. 1-3

Request Nos. 1-3 in the UTA subpoena raise the same issues as Request Nos. 1-3 in

the Bloom Hergott subpoena. Accordingly, we make the same proposal with respect to these

requests.

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B. Request No. 4

Again, this is the same Request as in the Bloom Hergott subpoena and we proposeexpanding the definition of "finances" in the same manner as stated above.


With respect to Request No. 8, we will limit the subpoena to all documents andcommunications relating to Depp or Dembrowski reneging on any agreement with UTA since

2006, including without limitation, relating to Depp or Dembrowski reneging on anyagreement relating to any guarantee or loan that UTA entered into for Depp's benefit. We also

are entitled to documents and communications that show that Depp (or any of his entities) are

refusing to pay UTA for services provided. It is our position that Depp is, and always has

been, fully aware of his precarious financial situation and in an effort to extricate himself

from his current problems, has decided to blame others and deny his outstanding debts.

With respect to Request No. 35, we will narrow the request to include all documents

relating to Depp's termination of UTA which in any way discuss the reasons for the

termination, any claim of wrongdoing made by Depp, and any denial of, or refusal to pay,

monies that UTA claims is owed by Depp (or his entities). We believe that Depp may have

also falsely accused UTA and Tracey Jacob of wrongful conduct in an effort to deny UTA

various commissions that are owed. Additionally, Depp alleges in his complaint that TMG is

at fault for failing to negotiate a lower percentage rate with Depp's various advisors (which is

absurd given that they charged standard Hollywood rates and are considered some of the best

in the industry). However, if Depp terminated UTA because it would not lower its

commissions, that clearly would be relevant to TMG's defense of Depp's claims.

D. Request Nos. 10-11, 13-14, 27

Similar to the Bloom Hergott subpoena, we agree to your proposal as it relates to

Request Nos. 11 and 27. However, with respect to Request Nos. 10, 13, and 14 (and for the

reasons stated above), UTA should produce all documents in its possession, custody or

control which "evidence" or "reflect" that either Depp or Dembrowski understood or was

aware of the fee arrangement that Depp (or any of his entities or trusts) had with UTA, Bloom

Hergott, and/or TMG.

E. Request No. 25

We are agreeable to your proposal subject to the expanded definition of "finances"

discussed above.

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F. Request No. 31

We propose that we resolve this Request in the same manner as Request No. 27 in theBloom Hergott subpoena.

G. Request Na 32

We agree to your proposal with respect to this request.

Please confirm as soon as possible whether the above meet and confer proposals areacceptable as the parties should inform Bloom Hergott's and UTA's counsel regarding the

status of the parties' meet and confer and the ways in which we have agreed to limit the

subpoenas.

Sincerely,

Suann C. MacIsaac

1 17 9.00002/3 82 1 5 0. l

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manattmanatt ~ phelps ~ phillips

Apri128, 2017

VIA E-MAIL

Michael Kump, Esq,Suann MacIsaac, Esq.KINSELLA WEITZMAN ISER KUMP & ALDISERT, LLP808 Wilshire Boulevard, 3rd FloorSanta Monica, CA 90401Telephone: (310) 566-9800Email• mkum~a,kwikalaw.com

SMacIsaac(~kwikalaw. com

Katrina Dela CruzManatt, Phelps &Phillips, LLPDirect Dial: (310) 312-4178

E-mail: [email protected]

Client-Matter: 63127-060

Re: John C. Depp, II, et al. a The Mandel Company, Inc. et aG, Los Angeles,

Superior Court Case No. BC646882; TMG's Deposition Subpoenas to

United Talent Agency and Bloom Hergott Diemer Rosenthal LaViolette

Feldman Schenkman &Goodman, LLP

Dear Suann:

We are writing to follow up regarding the parties' meet and confer calls (which took

place on February 28, 2017 and March 1, 2017) and your letter, dated March 23, 2017, regarding

the two deposition subpoenas that TMG caused to be served upon United Talent Agency

("UTA") and Bloom Hergott Diemer Rosenthal LaViolette Feldman Schenkman &Goodman,

LLP ("Bloom") requesting records relating to John C. Depp, II (collectively the "Subpoenas").

Below is the status of some of the document requests in the iJTA and Bloom Subpoenas based

on our discussions.

I. Bloom Subpoena

A. Privilege Issues

In your March 23 letter, you addressed certain privilege issues involving your Subpoena.

With respect to your comments regarding the types of Documents and Communications you are

seeking, we address those below with respect to specific Document Requests. With respect to

the privilege review, we agree that our firm will review the documents Bloom Hergott designates

as responsive and will withhold any privileged documents based on that review. We will then

prepare a privilege log including those documents withheld based on any applicable privilege.

11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224

Albany ~ Chicago ~ Los Angeles ~ New York ~ Orange County ~ Palo Alto ~ Sacramento ~ San Francisco ~ Washington, D.C.

EXHIBIT E

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manattmanatt ~ phelps ~ phil ips

Suann MacIsaac, Esq.April 2$, 2017Page 2

For the avoidance of doubt, any agreement or offer to produce Documents below relates only tothe production of non-privileged documents responsive to the Subpoena.

B. Request Nos. 1-3

We cannot agree to your proposal as currently drafted because, even with your proposedlimitation, we believe that these Requests remain overbroad and still seek irrelevant information.

We will, however, agree to limit-these Requests to those non-privileged documents thatspecifically reference or discuss Dembrowski's authority to act or receive any communicationsor updates on Depp's behalf, as related to Mr. Depp's relationship with TMG.

To reiterate, the allegations in the Complaint and Cross-Complaint relate to the business

management relationship between the TMG parties and Mr. Depp, and TMG's gross

mismanagement and breaches of fiduciary duty with respect to Mr. Depp's affairs.. The actions

that Mr. Bloom or UTA took in connection with Mr. Depp's legal affairs or his affairs related to

UTA are not at issue in this action. Therefore, any alleged representations by IvTs. Dembrowski

that were made to UTA or Bloom regarding their own relationships with Mr. Depp are irrelevant.

In your letter, you argued that TMG allegedly closely worked with Bloom and UTA on

Depp matters, and thus "TMG could rely on the actual and apparent authority that Dembrowski

had over all of Depp's business affairs, including his legal affairs." Yet this argument. ignores

the years-long relationship that existed between TMG and Mr. Depp. Given the length and

breadth of this relationship, TMG would have understood the actual authority Ms. Dembrowski

possessed in interacting with TMG specifically, and TMG cannot rely on communications

between Ms. Dembrowski and third parties regarding their own affairs to alter the scope of that

authority. In other words, whatever "authorization" Ms. Dembrowski had or did not have to act

as Mr. Depp's agent with respect to non-parties Bloom or UTA has no bearing on whether Mr.

Dembrowski had or did not have authorization to act on Mr. Depp's behalf in connection with

TMG.

We are therefore willing to limit these Requests to those non-privileged documents

specifically referencing or discussing Ms. Dembrowski's authority to act or receive any

communications or updates on Mr. Depp's behalf, as related specifically to the relationship with

TMG, but we do not at this, time believe that documents related to Ms. Dembrowski's authority

with respect to other business relationships have any relevance to this case.

C. Request No. 4, 21

These requests concern "All Documents, including Communications, that Relate to

Depp's finances during the Relevant Time Period" and "All Documents, including

Communications, that Relate to TMG meeting or speaking with You, Depp, Dembrowski or

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Suann MacIsaac, Esq.April 28, 2017Page 3

UTA during the Relevant Time Period where there was a discussion of Depp's finances,including without limitation, telephone records, calendars, emails, texts messages,correspondence or other Documents reflecting same."

We objected to these requests on the grounds that it was not reasonably particularized asrequired under California law and leaves Bloom and Mr. Depp to guess at what documents theTMG parties are seeking. The phrase "that Relate to Depp's finances" or "discussion of Depp's

finances" could conceivably relate to all documents between Mr. Depp, on the one hand, and

Bloom, on the other hand. The parties agreed that they would come up with a mutual definition

for the term "finances." Accordingly, we proposed the following definition:

The term "finances" means the following: financial statements, cash flow statements,

profit and loss statements, balance sheets, expenses, acquisition or selling of assets, loans taken

out on Mr. Depp's behalf, loans purportedly approved by Mr. Depp, loans purportedly provided

to third parties on behalf of Mr. Depp, supporting contracts and documentation relating to such

loans made or taken out on Mr. Depp's behalf, the state of Mr. Depp's financial condition, and

authority that third parties may have had to act on Mr. Depp's behalf with respect to his finances.

You proposed to add to the definition "any documents or communications which

reference that Depp (1) should reduce his spending; (2) sell any assets; (3) forego purchasing

anything; or (4) work more or engage in .other activity to generate more income."

While we can agree to this addition to the definition of the term "finances," we believe

the Requests still seek irrelevant documents, and therefore are overbroad. The key issue you

have raised as a defense to this case is whether Mr. Depp was aware of the nature of his financial

condition or whether TMG disclosed to Mr. Depp his financial issues. Thus, the only documents

that are relevant to this case are those that either show some understanding (or lack thereo fl by

Mr. Depp of his financial condition or that involve communications made directly to Mr. Depp.

As such, we would propose limiting Request 4 to all non-privileged communications

reflecting or evidencing Mr. Depp's knowledge of his "finances" or all communications between

Bloom Hergott and Mr. Depp related to his "finances." Similarly, we would propose limiting

Request 21 to all non-privileged communications that relate to TMG speaking with Bloom

Hergott and reflect or evidence Mr. Depp's knowledge of his "finances" or that relate to TMG

speaking with Mr. Depp related to his "finances." Please let us know your position on these

proposed limitations.

D. Request Nos. 5-7

These Requests all relate to Mr. Depp either seeking to borrow funds from any Person, or

any Person agreeing to co-sign or guaranty a loan to Mr. Depp. As it stands, these Requests are

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overbroad and seek information that is not relevant to the claims and defenses at issue in this

Action. These Requests seek all Documents of any kind related to the borrowing or attempt to

borrow any funds from any person during a 17-year period. They would thus encompass loans

that have nothing to do with the allegations contained in the Complaint or Cross-Complaint.

Moreover, as discussed above, the information sought by these Requests is only relevant to the

extent that it relates to Mr. Depp's knowledge of any loans, co-signatures, or guarantees sought

or made on his behalf. If individuals sought or obtained loans without Mr. Depp's knowledge or

consent, such information would not relate to Mr. Depp's knowledge of his financial condition or

understanding of any disclosures made to him by TMG.

Therefore; we propose limiting these Requests in the following manner:

Request 5: All non-privileged Communications between either Bloom Hergott and TMG

or Bloom Hergott and Mr. Depp Related to Depp borrowing or attempting to borrow

funds from any Person during the Relevant Time Period.

Request 6: All non-privileged Communications reflecting or evidencing Mr. Depp's

knowledge of any Person co-signing or guaranteeing any loan or line of credit for Depp's

benefit during the Relevant Time Period.

Request 7; All non-privileged Documents that Relate to Mr. Depp requesting that Bloom

Hergott or UTA co-sign or guarantee a loan or line of credit for Depp's benefit during the


Please let us know your position on these proposed limitations.

E. Request No. 8

Request No. 8 seeks "All Documents, including Communications, that Relate to Depp's

agreement with TMG to provide business management services." Mr. Depp agrees to produce

all non-privileged documents responsive to this Request.

F. Request Nos. 9, 11-12, 23

During our call, we discussed potentially narrowing the scope of Request Nos. 9, 11-12,

and 23. Below are our proposed changes:

Request No. 9: All non-privileged Documents, including Communications, sufficient to

show the compensation that Depp paid, or agreed to pay, You during the Relevant Time

Period for Your services.

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Suann MacIsaac, Esq.Apri128, 2017Page 5

Request No. 23: All non-privileged Documents, including Communications, sufficientto show any monies that TMG disbursed to You in connection with Your representationof Depp during the Relevant Time Period.

With respect to Request Nos. 11 and 12, you request that Bloom agree to produce alldocuments that either "evidence" or "reflect" that either Mr. Depp or Ms. Dembrowskiunderstood or was aware of the fee arrangements that Mr. Depp or his entities had with Bloom,UTA and/or TMG. We cannot agree to that proposal. We believe that a more reasonableamendment to the requests would be all non-privileged Documents, including Communications,that Relate to Mr. Depp's or TMG's knowledge or understanding of the compensation that Mr.Depp paid, or agreed to pay, Bloom or UTA in exchange for their services during the relevanttime period. Please let us know your position on these proposed limitations.

G. Request No. 10

This Request seeks all "Documents, including Communications, that Relate to Your,Depp's, Dembrowski's, or UTA's knowledge or understanding of the compensation that Depppaid, or agreed to pay, TMG in exchange for its services." With respect to TMG'scompensation, however, the central issues in this case are how TMG and Mr. Depp negotiatedthat compensation, the terms of that compensation, and what TMG told Mr. Depp regarding their

compensation as the representation continued. None of these issues involve or relate to thirdparties' knowledge or understanding of the fees paid to TMG, and therefore, such knowledge or

understanding would be irrelevant to this case.

As such, we propose to limit this Request to all non-privileged Documents, includingCommunicaCions, that evidence or reflect Mr. Depp's knowledge or understanding of thecompensation that Depp paid, or agreed to pay, TMG in exchange for its services. Please let usknow your position on this proposed limitation.

H. Request Nos. 13-15

These Requests seek all Documents or Communications related to the awareness ofvarious individuals with respect to various aspects of Mr. Depp's financial situation. Yet, as

discussed above, the parties' claims and defenses in this case focus on Mr. Depp's awareness of

the true states of his finances, and whether TMG adequately fulfilled their obligations to Mr.Depp. TMG could not satisfy their obligations to Mr. Depp by making third parties aware of Mr.

Depp's financial situation or justify their lack of communication with Mr. Depp regarding hisfinancial situation merely because some other party might also have been aware of that situation.

TMG, not any other party, served as Mr. Depp's business managers and financial advisors, and

their responsibilities all inured to Mr. Depp regardless of any separate knowledge or awareness

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possessed by any third party. As a result, other individuals' awareness of Mr. Depp's finances issimply not relevant to this case.

Therefore, we propose limiting these Requests to all non-privileged Documents,including Communications, that evidence or reflect Mn Depp's awareness or knowledge of thevarious aspects of Mr. Depp's financial situation referenced by these three Requests. Please letus know your position on these proposed limitations.

Request Nos. 16-20

Request Nos. 16-20 all relate to Documents and Communications where TMG advisedvarious individuals that Mr. Depp should take certain actions related to his finances or providedthose individuals with certain information related to Mr. Depp's finances. Yet, just as withRequest Nos. 13-15, TMG could not fulfill its obligations to Mr. Depp by making third partiesaware of Mr. Depp's financial situation. Nor would TMG's provision of information to third

parties provide any information regarding Mr. Depp's awareness of the true state of his finances.

Thus, as with Request Nos. 13-15, any information provided by TMG to third parties regarding

Mr. Depp's finances is, again, not relevant to this case.

Therefore, with respect to Request Nos. 16-19, we propose limiting these Requests to all

non-privileged Documents or Communications that evidence or reflect TMG advising Mr. Depp

of the various aspects of his financial situation referenced by these Requests. Similarly, with

respect to Request No. 20, we propose limiting this Request to all non-privileged Documents or

Communications that evidence or reflect TMG keeping Mr. Depp apprised of his financial

condition, his spending,. and/or his borrowing during the Relevant Time Period. Please let us

know your position on these propose limitations.

J. Request No. 22

With respect to Request No. 22, we agree to the production of all non-pr7vileged

Documents, including Communications, that evidence or reflect Mr. Depp's failure or refusal to

take TMG's or Joel Mandel's advice during the Relevant Time Period. Please let us know your

position on this limitation.

K. Request Nos. 24-25

These Requests seek all Documents or Communications related to various individuals'

knowledge or understanding of certain aspects of loans made by TMG, Joel Mandel, or Robert

Mandel. For the same reasons discussed above, third parties' knowledge of any such loans is not

relevant to the claims or defenses at issue in this litigation.

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Therefore, we propose limiting these requests to all non-privileged Documents, includingCommunications, that evidence or reflect Mr. Depp's knowledge or understanding during theRelevant Time Period of the information described by these Requests. Please let us know yourposition on these proposed limitations.

L. Request No. 26

Request No. 26 -seeks "All Documents, including Communications, that Relate to Depp'sandlor Dembrowski's satisfaction or dissatisfaction with the services TMG provided Depp." Forthe reasons discussed above, the satisfaction or dissatisfaction of a third party with respect toTMG's services to Mr. Depp is not relevant to the claims or defenses at issue in this case.

We therefore propose limiting this Request to all non-privileged Documents, including

Communications, that evidence or reflect Mr. Depp's satisfaction or dissatisfaction with the

services TMG provided Depp.

M. Request No. 27

This request concerns "All Communications that You have had with Joel Mandel, Robert

Mandel or any Person at TMG (whether a current or former employee) that Relate to Depp."

You proposed to limit the request to communications between Joel Mandel or any person

acting on his behalf, and Bloom, relating to Depp matters. At this time, we cannot agree to your

proposed limitation. As discussed above, TMG could not fulfil its obligations to Mr. Depp by

discussing Mr. Depp's affairs with third parties. Nor would TMG's provision of information to

third parties provide any information regarding Mr. Depp's awareness of the true state of his

finances. Thus, communications between TMG and third parties are only relevant to this case to

the extent they reflect Mr. Depp's own knowledge of his financial situation. This Request,

however, goes well beyond that limitation, seeking any Communications between anyone at

TMG and anyone at Bloom Hergott related in any way to "Depp matters," regardless of whether

such communications are related in any way to the actual claims or defenses at issue in this

litigation.

Therefore, we would propose limiting this Request to all non-privileged Communications

that evidence or reflect Mr. Depp's knowledge of his "finances," as that term is defined above.

Please let us know your position on this proposed limitation.

N. Request No. 28

This Request seeks "All Communications that you have had with Depp, Dembrowski,

TMG, UTA or any other Person that relate to Depp's or Dembrowski's knowledge of how Depp

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spent his money, including without limitation, knowledge that Depp was supporting or loaning

funds to certain relatives, friends, and/or current or former employees."

For the reasons discussed above, communications related to third parties' knowledge ofMr. Depp's affairs are not relevant to the claims or defenses at issue in this litigation. Therefore,we propose limiting this Request to all non-privileged Communications that Bloom Hergott hadwith Depp, Dembrowski, TMG, UTA or any other Person that evidence or reflect Mr. Depp's

knowledge of how Depp spent his money, including the topics identified in the ~Zequest. Please

let us know your position on this proposed limitation.

O. Request No. 29

This Request seeks "All Documents, including Communications, that Relate to You

introducing Depp, Dembrowski, or TMG to any bank, financial institution, lender or other source

of financing, including without limitation, Tryon Management Services, Ltd."

As with Request No. 28, communications related to the introduction of third parties to

banks or financial institutions are not relevant to the claims or defenses at issue in this litigation,

especially where, as here, the Request seeks any documents related in any way to the

introductions at issue and is not limited to any specific loans, banks, institutions or financial

transactions.

Therefore, we propose limiting this Request to all non-privileged Documents, including

Communications, that Relate to Bloom Hergott introducing Depp or TMG to any bank, financial

institution, lender or other source of financing, including without limitation, Tryon Management

Services, Ltd.

P. Requests Nos. 30-31

These Requests seek Documents or Communications relating to Mr. Depp either

requesting that Bloom Hergott reduce its fees or pay Mr. Depp back monies that were disbursed

to it by TMG. After reviewing these Requests in more detail, we believe that these Requests are

both overbroad and seek information that is not relevant to the claims or defenses at issue in this

litigation.

The issues in this case relate to the business management relationship between the TMG

parties and Mr. Depp, and TMG's gross mismanagement and breaches of fiduciary duty with

respect to Mr. Depp's affairs. As such, Mr. Depp's actions with respect to a separate service

provider, Bloom Hergott, are irrelevant to this case. Moreover, while the Complaint alleges that

TMG failed to properly supervise Bloom Hergott, any actions that Mr. Depp, himself, took with

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respect to the law firm are again irrelevant. Accordingly, at this time, we cannot agree to anyproduction with respect to these Requests and ask that you withdraw them.

II. UTA Subpoena

A. Request Nos. 1-3

These Requests raise the same issues as Request Nos. 1-3 in the Bloom subpoena.Accordingly, we stand on our same position with respect to these requests.

B. Request Nos. 4, 25

These Requests raise the same issues as Request Nos. 4 and 21 in the Bloom subpoena.

Accordingly, we stand on our same position with respect to these Requests.

C. Request Nos. 5-7

These Requests raise the same issues as Request Nos. 5-7 in the Bloom subpoena.


D. Request Nos. 8, 35

With respect to Request No. 8, you propose to limit the subpoena to (i) all documents and

communications relating to Depp or Dembrowski reneging on any agreement with UTA since

2006, including, without limitation, relating to Depp or Dembrowski reneging on any agreement

relating to any guarantee or loan that UTA entered into for Mr. Depp's benefit, and (ii) all

documents that show that Mr. Depp or his entities are refusing to pay UTA for services provided.

Again, these Requests are not relevant, because this action arises solely from TMG's business

management services to Mr. Depp, including TMG's actions in recklessly borrowing money on

Mr. Depp's behalf, failing to keep adequate books, records, or loan documentation, and engaging

in conflicts of interest and self-dealing throughout TMG's business relationship with Mr. Depp.

Put simply, Mr. Depp's relationship with UTA is not at issue. Nor do we understand what

constitutes a "reneging" of an agreement, rendering this document request vague and overbroad.

Thus, we cannot agree to your counter-proposal at this time, and we request that you withdraw

Request No. 8.

With regard to Request No. 35, you proposed to narrow the Request to include all

documents relating to Mr. Depp's termination of UTA which discuss the reasons for the

termination, any claim of wrongdoing made by Mr. Depp, and any denial of, or refusal to pay,

monies that UTA claims is owed by Mr. Depp or his entities. You argue that you believe that

Mr. Depp "falsely accused UTA and Tracey Jacobs of wrongful conduct in an effort to deny

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UTA various commissions that are owed." However, again, UTA's conduct is not at issue in thisaction. Nor does Mr. Depp allege that TMG is at fault for failing to negotiate a lower percentagerate with UTA. We stand by our position that these documents are not relevant to the issues inthis litigation and request that you withdraw this Request.

E. Request No. 9

This Request raises the same issues as Request No. 8 in the Bloom subpoena.Accordingly, we stand on our same position with respect to this Request.

F. Request No. 10

This Request seeks "All Documents, including Communications, that Relate to Depp'sAgreement with [UTA] to be his agent." As discussed above, UTA's conduct is not at issue in

this action. Nor does Mr. Depp allege that TMG is at fault in negotiation Mr. Depp's agreement

with UTA to be his agent. Put simply, Mr. Depp's relationship with UTA is not at issue in this

case. Therefore, we stand by our position that these documents are not relevant to the issues in

this litigation and request that you withdraw this Request.

G. Request Nos. 11, 13-14, 27

These requests concern documents relating to the compensation that Mr. Depp paid UTA.

We argued that Mr. Depp's agreement with and compensation paid to UTA are not at

issue in the Complaint or Cross-Complaint and are thus irrelevant. You pointed out that Mr.

Depp alleged in the Complaint that TMG failed to seek written agreements from certain service

providers, and to the extent Mr. Depp is arguing that he did not agree to pay UTA 10% of Mr.

Depp's gross revenue, such documents would be relevant.

We propose that these requests be narrowed to request documents sufficient to show a

purported agreement or acknowledgment that Mr. Depp agreed to pay UTA 10% of his gross

earnings. Specifically, we propose the following changes:

Request No. 11: All Documents, including Communications, suf~cient~~to show the

compensation that Depp paid, or agreed to pay, You during the Relevant Time Period to

provide to be his agent.

Request No. 27: All Documents, including Communications, sufficient to show any

monies that TMG disbursed to You during the Relevant Time Period.

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With respect to Request Nos. 13, and 14, you proposed that UTA produce all documentswhich "evidence" or "reflect" that either Depp or Dembrowski understood or was aware of thefee arrangement that Mr. Depp or his entities had with UTA, Bloom, and/or TMG. We cannot

agree to that proposal. We believe that a more reasonable amendment to the requests would be

all non-privileged Documents, including Communications, that Relate to Mr. Depp's or TMG's

knowledge or understanding of the compensation that Mr. Depp paid, or agreed to pay, Bloom or

UTA in exchange for their services during the relevant time period. Please let us know your

position on these proposed limitations.

H. Request No. 12

This Request raises the same issues as Request No. 10 in the Bloom subpoena.

Accordingly, we stand on our same position with respect to this Request.

I. Request Nos. 15-18



J. Request Nos. 19-24



K. Request No. 26



L. Request Nos. 28-29



M. Request No. 30



N. Request No. 31

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O. Request No. 32

This request concerns "All Communications that You have had with Depp orDembrowski that Relate to TMG, Joel Mandel, or Robert Mandel."

The parties agreed that this request would be changed to the following: "AllCommunications that You have had with Depp or Dembrowski that specifically refer to TMG,Joel Mandel, or Robert Mandel."

P. Request No. 33


Q. Request No. 34

This Request seeks all "Communications that You have had with Depp, his lawyers, or

Dembrowski regarding the action that he filed against TMG, Joel Mandel, or Robert Mandel in

January 2017, or any of the allegations contained therein." We note that this Request seeks

documents potentially subject to the attorney-client privilege or the work product doctrine, and

we therefore object to the Request to the extent it seeks the production of such documents.

However, we do not object to the production of non-privileged documents responsive to this

Request.

R. Request Nos. 35-37

These Requests seek Documents or Communications relating to Mr. Depp's terminationof UTA or any requests made by Mr. Depp that UTA reduce its fees or pay back monies to Mr.

Depp that were disbursed by TMG. As discussed above, however, UTA's conduct is not at issuein this action. Nor does Mr. Depp allege that TMG is at fault managing UTA's representation of

Mr. Depp. Put simply, Mr. Depp's relationship with UTA is not at issue in this case.

Moreover, the issues in this case relate to the business management relationship between

the TMG parties and Mr. Depp, and TMG's gross mismanagement and breaches of fiduciaryduty with respect to Mr. Depp's affairs. As such, Mr. Depp's actions with respect to a separate

service provider, UTA, are irrelevant to this case. Accordingly, these Requests are overbroad

and seek information that is not relevant to this case. At this time, we cannot agree to anyproduction with respect to these Requests and ask that you withdraw them.

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We believe that a further meet and confer regarding the deposition subpoenas would beproductive, as our deadline for filing any motion to quash is May 29, 2017. Please let us knowwhen you would be available for a follow up discussion. ,.

Sincerely,

lKatrina Dela Cruz

204022402.5

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CIIRP.n~n

ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State bar number, and adWess):FOR COURT USE ONLY

Michael J. Kump (SBN 100983Swann C. Macisaac 2066 9)~SBNKinsella Weitzman ser Kump & Aldisert LLP808 Wilshire Boulevard, Third FloorSanta Monica, CA 9040L1L

TELEPHONE NO.. ~3 I O~ S V V-9R1~OO F~ No.: (310) 566-9850E-MAIL ADDRESS: S1TldC1Sa1C~R 1iW11C~11aW.COTT1

nrTORNev FOR ~Name~ Defendants The Mandel Company, Joel Mandel, Robert Mandel

SUPERIOR COURT OF CALIFORNIA, COUNTY OF I.OS ANGELESSTREET ADDRESS'. I I L NOT~II Hlll Street

MAILING ADDRE$5

CITY AND ZIP CODE: LOS AllgeleS~ CA 90012BRANCH NAME: CENT1~t1L

Pl}11NTIFF/PETITIONER; ,TORN C. DEPP, et al.

DEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC.

CONTINUED DEPOSITION SUBPOENACASE NUMBER.



Bloom Hergo~tt Dicmer Rosenthal Laviolette Feldman Schenkman &Goodman, LLPc/o Peter J. Kennedy, Reed Smith LLP, 355 South Grand Avenue, Suite 2900, Los Angeles, CA 90071

YOU ARE ORDERED TO PRODUCE THE BUSINESS RECORDS described in item 3, as follows:

To (name ofdeposition o~cer): KNJ Consulting Group Inc., Atten: Kirk Carter

On (date) : May 26, 2017 At (time): 10:00 a.m.

Location (address): 1106-A Broadway, Santa Monica, Cn 90401





address in item 1.

b. 0 by delivering a true, legible, and durable copy of the business records described in item 3 to the deposition officer at the



c. ~ by making the original business records described in item 3 available for inspection at your business address by the


business hours.The records are to be produced by the date and time shown in item 1 (buf not sooner than 20 da

ys after the issuance of the

deposition subpoena, or 15 days after service, whichever date is later). Reasonable costs of locating records, making them

available or copying them, and postage, if any, are recoverable asset forth in Evidence Code section 1563(b). The records shall be,

accompanied by an affidavit of the custodian or other qualified witness pursuant to Evidence Code section 1561.


forms in which each type ofinformation is to be produced maybe specified): See Attachment 3 hereto

~~ Continued on Attachment 3.

4. IF YOU HAVE BEEN SERVED WITH THIS SUBPOENA AS A CUSTODIAN OF CONSUMER OR EMPLOYEE RECORDS UNDER

CODE OF CIVIL PROCEDURE SECTION 1985.3 OR 1985.6 AND A MOTION TO QUASH OR AN OBJECTION HAS BEEN


AFFECTED MUST BE OBTAINED BEFORE YOU ARE REQUIRED TO PRODUCE CONSUMER JAR EMPLOYEE RECORDS.

DISOBEDIENCE OF THIS SUBPOENA MAY BE PUNISHED AS CONTE P BY THIS COURT OU WILL OBE LIABLE

FOR THE SUM OF FIVE HUNDRED DOLLARS AND ALL DAMAGE SULTING F OM OUR FAILU TO OBEY.

Date issued: May l 1, 2017 'Swann C. MacIsaac

(TYPE OR PRINT NAME) (SIGNATURE OF PERSON ISSUI G UBPOENA)

Attorneys for Defendants The Mandel Companyy et al

(Proof of service on reverse) (TITLE)

page t of 2

F°~"' ̂ d°P'ed ̀ °~ ""a"da`°~Y us°—' DEPOSITION SUBPOENA FOR PRODUCTION ~~ Code of Civil Procetlure, §§ 2020 a1~2020.440;

Judicial Council of California SO Ut, I1S~~ Government Code, § 68097.1

swap-oto ~Re~. ~a~~a~y t, 2ots~ OF BUSINESS RECORDS ~ P~uB

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SU BP-01(

_ PLAINTIFF/PETITIONER: ,TORN C. DEPP~ Et al. CASE NUMBER:

DEFENDANT/RESPONDENT: THE MANDEL COMPANY, INC. BC646882

PROOF OF SERVICE OF DEPOSITION SUBPOENA FORPRODUCTION OF BUSINESS RECORDS

1. I served this Deposition Subpoena for Production of Business Records by personally delivering a copy to the person served

as follows:


b, Address where served:

c. Date of delivery:


e. (1) 0 Witness fees were paid.

Amount :..... ... . . . . . . $

(2) ~ Copying fees were paid.

Amount :.. . .. . . . . . . ... $

f. Fee for service :... . .. . .. ....... $


3. Person serving:

a.[~ Not a registered California process server.

b.~ California sheriff or marshal.

c.0Registered California process server.

d. ~ Employee or independent contractor of a registered California process server.

e. ~~ Exempt from registration under Business and Professions Code section 22350(b).

f. ~j Registered professional photocopier.

g. ~i Exempt from registration under Business and Professions Code section 22451.




Date

(SIGNATURE)



Date:

SUBP-010 [Rev. January 1, 2012 DEPOSITION SUBPOENA FOR PRODUCTIONOF BUSINESS RECORDS

(SIGNATURE)

Page 2 0l 2

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AMENDED ATTACHMENT 3 TO DEPOSITION SUBPOENA

As used herein, each of the following terms shall have the meaning set forth

below:





way produced, reproduced, or recorded. The Term "Document(s)" as used herein shall

include all "Communications."






3. "You" or "Your," as used herein, shall refer to Bloom Hergott Diemer

Rosenthal LaViolette Feldman Schenkman &Goodman, LLP and all of its related and

predecessor entities, and its various subsidiaries, parents, affiliates, and entities acting on

its behalf or under its direction or control, and it's or their members, officers, directors,

managers, and employees (whether current or former).





Complainant in this action Joel L. Mandel and/or any Person acting on his behalf or at his

behest.


Complainant in this action Robert Mandel and/or any Person acting on his behalf or at his

behest.

7. "Deep" as used herein, shall refer to the Plaintiff and Cross-Defendant in

this action John C. Depp, II and/or any Person acting on his behalf or at his behest,

including without limitation, any entity that Depp owns or controls (whether in whole or

in part).

8. "Dembrowski" as used herein, shall refer to Depp's sister, Elisa Christi

Dembrowski and/or any Person acting on her behalf or at her behest.

9. "UTA" as herein, shall refer to Depp's long-time talent agency United

Talent Agency and any of its principals, employees, or agents (whether current or

former).

1 179.00002/3 87 73 3.1

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11. "Depp's Finances" as used herein, shall refer to Depp's financial statements,

cash flow statements, profit and loss statements, balance sheets, budgets, cash

management plans, expenses, acquisitions or selling of assets, loans. taken out on Depp's

behalf, loans purportedly provided to third parties on behalf of Depp, supporting contracts

and documentation relating to such loans made or taken out on Depp's behalf, the state of

Depp's financial condition, and the authority third parties may have had to act on Depp's

behalf with respect to his finances. For the sake of clarification, Documents that Relate

To Depp's financial condition, include without limitation, Documents which reference

that Depp (1) should reduce his spending/expenses; (2) sell any assets; (3) forego

purchasing anything; and/or (4) work more or engage in other activity to generate more

income.

12. "Person" as used herein, shall refer to any natural person, firm, association,

organization, partnership, business, trust, corporation or public entity.

13. "Relate to" as used herein, shall mean referring to, reflecting; evidencing,

constituting, or having any significant logical or factual connection with the subject

matter in question.

It ►~ t ':t 1 1

1. All Documents that Relate to Dembrowski's authorization to act as Depp's agent, or

on Depp's behalf, vis-a-vis TMG during the Relevant Time Period.

2. All Documents that Relate to Dembrowski's authorization to act as Depp's agent, ar

on Depp's behalf, vis-a-vis Depp's Finances during the Relevant Time Period.

All Documents that Relate to Depp's Finances during the Relevant Time Period.

4. All Documents that Relate to Depp borrowing or attempting to borrow funds from

any Person, including without limitation You or UTA, during the Relevant Time Period.

5. All Documents that Relate to any Person, including without limitation You or UTA,

co-signing or guarantying any loan or line of credit for Depp's benefit during the Relevant Time

Period.

6. All Documents that Relate to Depp requesting that any Person, including without

limitation You or UTA, co-sign or guarantee a loan or line of credit for Depp's benefit during the


7. All Documents that Relate to Depp's agreement with TMG to provide business

management services.

8. All Documents sufficient to evidence the compensation that Depp paid, and/or

agreed to pay, You during the Relevant Time Period for Your services.

11179.00002/387733.1

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9. All Documents sufficient to evidence all of the monies that TMG disbursed to You

on behalf of Depp during the Relevant Time Period.

10. All Documents that Relate to Your, Depp's and/or Dembrowski's knowledge or

understanding of the compensation that Depp paid, or agreed to pay, TMG in exchange for its

services.

1 1. All Documents that Relate to Depp's and/or Dembrowski's, knowledge or

understanding of the compensation that Depp paid, or agreed to pay, You in exchange for Your

services during the Relevant Time. Period.

12. All Documents that Relate to Your, Depp's, Dembrowski's, or UTA's awareness or

knowledge that Depp had any financial problems or concerns during the Relevant Time Period.

13. All Documents that Relate to Your, Depp's, Dembrowski's or UTA's awareness or

knowledge that Depp was borrowing any funds during the Relevant Time Period.

14. All Documents that Relate to Your, Depp's, Dembrowski's, or UTA's awareness or

knowledge that Depp had to earn more money or work more during the Relevant Time Period.

15. All Documents that Relate to TMG advising You, Depp, Dembrowski or UTA that

Depp should reduce his spending, forgo purchasing any item or asset, or reduce in any way his

outflow of money during the Relevant Time Period.

16. All Documents that Relate to TMG advising You, Depp, Dembrowski or UTA that

Depp should sell any assets during the Relevant Time Period.

17. All Documents that Relate to TMG advising You, Depp, Dembrowski, or UTA that

Depp lived beyond his means or spent too much money during the Relevant Time Period.

18. All Documents that Relate to TMG advising You, Depp, Dembrowski, or UTA that

Depp did not have enough available funds to meet any of his debts or obligations without

borrowing money during the Relevant Time Period. .

19. All Documents that Relate to TMG keeping You, Depp, Dembrowski, UTA or any

other Person apprised of Depp's Finances during the Relevant-Time Period.

20. All Documents that Relate to TMG meeting or speaking with You, Depp,

Dembrowski or UTA during the Relevant Time Period where there was a discussion of Depp's

Finances, including without limitation, telephone records, calendars, emails, texts messages,

correspondence or other Documents reflecting same.

21. All Documents that Relate to Depp's failure or refusal to take TMG's or Joel

Mandel's advice during the Relevant Time Period.

22. All Documents that Relate to Your, Depp's, Dembrowski's, and/or UTA's

knowledge or understanding during the Relevant Time Period that TMG, Joel Mandel or Robert

Mandel had loaned Depp any monies.

1 l l 79.00002/3 8773 3.1

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23. All Documents that Relate to Your, Depp's, Dembrowski's, and/or UTA's

knowledge or understanding during the Relevant Time Period that certain of Depp's real properties

secured a loan that TMG, Joel Mandel or Robert Mandel had made to Depp.

24. All Documents that Relate to Depp's and/or Dembrowski's satisfaction or

dissatisfaction with the services TMG provided Depp.

25. All Communications that You have had with Joel Mandel or Robert Mandel that

Relate to Depp during the Relevant Time Period.

26. All Communications that You have had with Depp, Dembrowski, TMG, UTA or

any other Person that Relate to Depp's or Dembrowski's knowledge of how Depp spent his

money, including without limitation, knowledge that Depp was supporting, gifting, or loaning

funds to certain relatives, friends, and/or current or former employees.

27. All Documents that Relate to You introducing Depp, Dembrowski or TMG to any

bank, financial institution, lender, or other source of financing, including without limitation, Tyron

Management Services, Ltd.

28. All Documents that Relate to Depp requesting that You reduce Your fees for his

services and/or Your response to any such request.

29. All Documents that Relate to Depp requesting that You pay Depp back any monies

that were disbursed to You by TMG.

30. All Documents that Relate to any claims (whether formal or informal, including

without limitation demand letters, complaints, arbitration demands, settlement agreements,

releases) that Depp has made against You that in anyway Relate to the claims that Depp has made

against TMG, Joel or Robert Mandel.

1 1179.000021387733.

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PROOF OF SERVICE

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~ STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

At the time of service, I was over 18 years of age and not a party to this action. I am

employed in the County of Los Angeles, State of California. My business address is 808 Wilshire

Boulevard, 3rd Floor, Santa Monica, CA 90401.

On May 11, 2017, I served the following documents) described CONTINUED

DEPOSITION SUBPOENA FOR PRODUCTION OF BUSINESS RECORDS as on the

interested parties in this action as follows:

Matthew P. KannyJohn GattiKatrina Dela CruzManatt, Phelps &Phillips, LLP11355 W. Olympic Blvd.Los Aneeles. CA 90064

Benjamin G. ChewRory E. AdamsJoshua N. DrianManatt, Phelps &Phillips, LLP1050 Connecticut Ave NW, Suite 600Washington, DC 20036

Adam R. WaldmanThe Endeavor Law Firm, P.C.1775 Pennsylvania Avenue NWSuite 350Washington, DC 20006

Peter J. KennedyReed Smith LLP355 South Grand Avenue, Suite 2900Los Angeles, CA 90071

Attorneys foY PlaintiffsTel: 310-312-4000Fax: 310-312-4224Email: mkannv(cr~,manatt.com

j Gatti ~manatt.comkdelacruz~a),manatt.com

Attorneys for PlaintiffsTcl: 202-585-6511Fax: 202-585-6600Email: bchew~u manatt.com

radams(c~manatt.comidrian(a~manatt.com

Attorneys for PlaintiffsTel: 202-550-4507Email: awaldmanntheendeavorgroup.com

Attorneys for third parry Bloom Hergott, etc,

Tel: 213-457-8062Fax: 213-457-8080Email: pkennedvnreedsmith.com

BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on an agreement of the parties to

accept service by e-mail or electronic transmission, I caused the documents) to be sent from e-

mail address [email protected] to the persons at the e-mail addresses listed in the Service

List. I did not receive, within a reasonable time after the transmission, any electronic message or

other indication that the transmission was unsuccessful. and


foregoing is true and correct. Executed on May 11, 2017, at Santa Monica, California.

~~

Candace Hoffman

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/386849,1

PROOr OF SERVICE

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Suann C. MacIsaac

From: Suann C. MacIsaac

Sent: Wednesday, June 14, 2017 3:31 PM

To: 'Dela Cruz, Katrina'

Cc: Iorlano, Diana Iketani; Michael J. Kump

Subject: RE: Depp et a;. v. TMG et al.

Okay, thank you for confirmation. Will you please correct your separate statement for the Court? You cannot state in a

separate statement that we are seeking for example, loan documents that are not at issue in the case if you are

unwilling to limit your claims. Please confirm that you will correct your separate statement promptly (as to the issues

raised below} and before the upcoming IDC.

From: Dela Cruz, Katrina [mailto:[email protected]]

Sent: Wednesday, June 14, 2017.3:27 PM

To: Suann C. MacIsaacCc: Iorlano, Diana IketaniSubject: RE: Depp et a;. v. TMG et al.

Hi Suann,

We will not be stipulating to anything at this time. Thanks.

Katrina Dela Cruz

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From: Suann C. MacIsaac [mailto:[email protected]]

Sent: Tuesday, June 13, 2017 7:19 PMTo: Dela Cruz, KatrinaSubject: Depp et a;. v. TMG et al.

Katrina,

I'm working on our opposition to the motion to quash the UTA and Bloom Hergott subpoenas. In the separate

statement, I've seen representations that appear contradictory to our two-month meet and confer. For example, the

separate statement argues that Defendants are seeking information regarding loans that are supposedly not at issue in

the case. We discussed during the meet and confer the possibility of entering into stipulations that limit Depp's claims,

but you refused any such stipulations. Once again, please let me know if Depp will stipulate that he signed for, was

aware of, and understood the terms of any specific loans or advances that he received during the time he was

represented by TMG. My understanding during our meet and confer was that Depp would not limit his claims in this

EXHIBIT G

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regard. Please confirm if I have misunderstood our previous conversations. If not, your separate statement needs to be

corrected.

Additionally, the separate statement also represents that "M r. Depp's agreement with and compensation paid to Bloom

Hergott are not issues in the Complaint orCross-Complaint." Please confirm whether Depp will stipulate that he

understood at all relevant times that he had a 5~o arrangement with Bloom Hergott, and that he is not in any way suing

TMG in connection with that agreement (including the fact that it was oral) or in connection with any amounts that TMG

distributed to Bloom Hergott under the agreement. If so, let's work on a potential stipulation. If not, please correct your

separate statement. The same issue exists with respect to UTA's fee agreement.

Thank you.

Suann

~! Kinsella Weitzman Iser Kump & Aldisert LLP

'~ ~~rc~, ~~~~~i~~~# 1=i~c~r

[email protected]

This message is intended solely for the use of the addressees) and is intended to be privileged and confidential within the attorney

client privilege. If you have received this message in error, please immediately notify the sender and delete all copies of this email

message along with all attachments. Thank you.

2

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Sent: Thursday, October O1, 2009 6:34 PMTo: JOELSubject: Phone Conversation with Christie Regarding Meeting with JD to Discuss Financial

Condition....

Spoke with Christie today, October 1, 2009 at approximately 4 p.m.

On or about September 30, 2009, I sent an email to JD letting him know that I would like to meet with

him to discuss various issues in his life, including that status of his financial condition. In my phone

conversation with Christie on October 1 51, she stated that she had spoken with her brother, and that he

stated that he was well aware of his financial situation, and that he understood that he needs to "work

his ass off" to make the money he needs to support his life. He realizes that he has not worked this

year, and that not working has its consequences. That being said, Christie stated that JD did not want

to meet, or have any conversations regarding his financial situation, but that he would like me (JM) to

do whatever it takes to see him through.

EXHIBIT H

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To: JOEL'From:Sent Mon 12/7/2009 1:01:12 AMImportance: NormalSubject: Re: (no subject)Received: Mon 12/7/2009 1:01:17 AM

dearjoel=first, thank you for dealing and getting me through. secondly, i am doing my very best on

holiday spending, but there is only so much i can do, as i need to give my kiddies and famille as

good a Christmas as possible, obviously within reason. but, regarding the plane situation,., i

don't have all that many options at the moment. a commercial flight with paparazzis in tow

would be a fucking nightmare of monumental proportions.

forget the dillinger auction. don't need it.

know that i will be starting THE TOURIST, on or about the 15th of february; which will be 20

mil. i will then go, virtually, straight into PIRATCS 4, for 35 mil and then in turn to DARK

SHADOWS for another 20 mil.. i hope that by the amount that will be coming in from work in

the coming year and also from back end proceeds, etc., will put everything straight.

what else can i do??? you want me to sell same art??? i will. you want me to sell something

else??? sure... what??? boat is going to be chartered at new years and sony will then charter it

for the TOURIST shoot in venice. other than that, i got bikes, cars, property, books, paintings

and some semblance of a soul left, where would you like me to start???

i don't like being in this situation, but there wasn't a whole lot of choice, as THE RUM DIARY

was a sacrifice we knew would be happening and the last proper paycheck was PUBLIC

ENEMIES.

i will do my best, joel.

my love to you and yours=

Johnny

On Dec 6, 2009, at 4:08 PM, JOCL wrote:

Johnny...

wanted to be sure to reach out to you, personally, before you left. Since my email to

you in September, I have done what 1 was told you wanted done, meaning, "getting us

through" financially until work could start again. The good news is that, so far, we have

been able to do that. Notwithstanding, Ineed your help in a variety of ways. First, we

need to "take it easy" on holiday spending. Second, we need to discuss some dollar limit

in the upcoming Dillinger auction. Third, I need to be able to sit with you on your return

from this trip, and before you leave for France, so that we can talk about where we are

financially, what we have borrowed in order to sustain ourselves, what we have had to do

to obtain those borrowings, what is now necessary to pay those borrowings back and,

EXHIBIT

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finally, to look realistically at income and expenses and to work together on how to make

sure that these are back in balance.

know that things are hectic for you at the moment, but know that I am available, day or

night, if you want to discuss any of this now.

My best, and please travel safely...

joel... .

j.d.

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To: JOELFrom: Christi DembrowskiSent: Fri 11/6/2009 11:53:34 PMImportance: NormalSubject: Re: (no subject)Received: Fri 11/6/2009 11:53:50 PM

ok...i'll have to try for them monday.

On Nov 6, 2009, at 2:07 PM, JOEL wrote:

c...

Along with this weeks checks i am sending to your attention certain documents brother needs

to sign

in connection with extending the due date on a credit line that is now due which will allow us

to repay the line off over the next 5 years. While this does not represent any new borrowing

the bank is working with us

to allow this loan repayment to take place over time. The bank wants these documents back

Monday if at all humanely possible.

Thank you...

joel...

This electronic message transmission, which includes this email message and any attachments, is confidentia

EXHIBIT J

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To: JOELFrom: Christi DembrowskiSent: Tue 1 1/17!2009 9:56:17 PMImportance: NormalSubject: Re: two other topicsReceived: Tue 11/17/2009 9:57:00 PM

will call you later. purchasing books (imprint deals with harper Collins). spoke to j and told him

this was the direction we were seriously considering and he's good with it as long as we have say

over quality, etc.as for paperwork, he left before i could get his signature...always had someone in the room and

never able to have him alone. he's back thursday...i can get it asap when he returns.

On Nov l 7, 2009, at 1:50 PM, JOEL wrote:

c....

--Doug Brinkley called. We should talk before i call him back.

--The bank is very anxious to get back the loan modification paperwork

you have for brother to sign.

joel...


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To: JOELFrom: Christi DembrowskiSend Mon 1/25/2010 4:41:39 PMImportance: NormalSubject: Re: (no subject)Received: Mon 1/25/2010 4:43:34 PM

was gonna get them to you this afternoon...no worries!

On Jan 25, 2010, at 8:36 AM, JOEL wrote:

c....

know how crazed things are end have been, I am fearful of The Bank's reaction to still not having received

back signed loan documents. We are almost $4,000,000. overdrawn. They are not likely to extend credit

beyond The $6,000,000 they have agreed to lend and may threaten to withhold much beyond the current $4,000,000

overdraft any day without signed documents. How can i help?

joel...


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To: cdFrom: JOELSent Sat 2!5/2011 5:18:46 PMImportance: NormalSubject (no subject)Received: Sat 2/5/2011 5:18:46 PM

c...

Thank you.

f.y.i.

- I emailed Doug. Told him all good on our end. Asked if i could call over the weekend to catch up.

My office will call yours on Monday to set a time for Tina{ Ruddell call so we can finish.

- I spoke to Stephen. Told him i was setting a time to meet with Bruce and needed to clarify something

he had said in our last conversation. He clarified. I will call. Bruce on Monday.

- Disney came backto us at the end of the week (MLS and i...Tracy does not know this yet) with revised

cash flow projections for Alice/P2-P3 for 2011. Reduced again. No panic but any cushion we may have had

is gone. Need to communicate appropriately. We'll discuss.

Have a great weekend...

joel.... Deadlin

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To: cdFrom: JOELSent: Mon 12/17/2012 6:42:48 PMImportance: NormalSubject (no subject)Received: Mon 12/17/2012 6:42:48 PM

c...

Important we talk Iater today: I am leaving in the morning for 2 day (there and back) trip

to Little Halls.

-I'm holding signed loan dox per your request. Bank has been anxious to receive

but likely to become more so today/tomorrow as our collective overdrafts exceed $1.OM.

-VP has requested (through Kevin) that plane be sent to Paris to pick her up (solo) and bring her

back to LA.

joel...

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To: cdFrom: JOELSent: Mon 7/28/2014 7:53:49 PMImportance: NormalSubject: Re; (no subject)Received: Mon 7/28!2014 7:53:49 PM

c..

Happy to do a longer version of this, with whatever illustrations would be helpful

Shorter answer, as you know we are pledging our primary Disney profit participations. These monies will be

required to pay back the loan and will be unavailable to us for a number of years (likely next 4.5 years ). These

monies have been a significant source of our income, and have sustained us during the periods between new

work. Without access to these monies, even greater reductions in spending will be necessary.

In a message dated 7/28/2014 9.59:26 A.M. Pacific Daylight Time., cd writes:

don't understand impact moving forward.

Typos could be me but blaming my phone...sorry!

On Jul 28, 2014, at 9:52 AM, "JOEL wrote'

c...

Good morning. I need your help this week to coordinate having J sign that

Letter of Intent regarding this new loan._ More than that, it is critical to us that

J understand what he is signing and, either now or very soon, how this loan

will impact him moving forward.

joel...

This electronic message transmission, which includes this email message and any attachments, is confidential, for the sole

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To: JOELFrom: cdSent: Sat 9/27/2014 1:45:20 AMImportance: NormalSubject: Re: Your Client @Loan DocumentsReceived: Sat 9/27/2014 1:45:34 AM

Is this different than the other? The other only had one?

'Typos could be me but blaming my phone...sorry!

On Sep 26, 2014, at 6:32 PM, "JOEL

Yes.

In a message dated 9/26/2014 6:08:29 P.M. Pacific Daylight Time, cd

writes:

There are two. signatures in this attachment?


On Sep 26, 2014, at 6:06 PM, "JOEL

wrote:

wrote:

From: Scott.FuiiokaTo:LoelCC: ewri htSent: 9/12/2014 5:03:51 P. M. Pacific Daylight Time

Subj: Your Client @Loan Documents

Joel,

As per our telephone conversation yesterday, attached are the

documents to renew your client's term loan in the amount of

$1,988M until February 28, 2015. Please obtain his signature

where indicated and return the completed documents to me no

later than Monday, September 29~_ If necessary I will also

take a faxed signature, on a temporary basis, in order to board

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the renewal.

Thank you for your assistance and please call me if you haveany questions regarding this matter.

Scott Fujioka

Senior Vice President

City National Bank, Entertainment Division

400 N. Roxbury Drive, 3 d̀ Floor

Beverly Hills, CA 90210

(310)888-6222

(310) 888-1041 (fax)

LO#5 69069

<client09-12-2014, pdf>

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This electronic message transmission, which includes this email message and any attachments, is confidential, for tt


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To: JOELFrom: cdSem: Thur 3/26/2015 8:14:12 PMImportance: NormalSubject: Re: Loan Renewal DocumentsReceived: Thur 3/26/2015 8:14:31 PM

Let me see what I can do!


On Mar 26, 2015, at 1:08 PM, "JOEL

c...

wrote:

This relates to the loan renewal/extension documents for two loans (One secured by French

Property...one unsecured ). You have a signature set for both. The Bank called yesterday

saying they really needed them by Monday and now this. Please let me know how i can help:

joel...

From: Scott.FuiiokaTo: JoelSent: 3/26!2015 11:49:14 A.M. Pacific Daylight Time

Subj: loan Renewal Documents

Joel,

If at all possible this could be done by tomorrow instead of Monday it would be

GREATLY APPRECIATED. His name in prominently displayed on the bank's

current past due list being circulated throughout the bank. Unfortunately it is even a

greater urgency due to the importance of the March 316̀ quarter end bank reporting

period to Wall Street.

Thank you for anything you can do.

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Scott Fujioka

Senior Vice President

City National Bank, Entertainment Division

400 N. Roxbury Drive, 3 d̀ Floor


(310)888-6222

(310) 888-1041 (fax)

LO#589069


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To: Erica WrightFrom: Christi DembrowskiSent: Fri 8/30/2013 1:48:35 AMImportance: NormalSubject: Re: help with docs by FridayReceived: Fri 8/3012013 1:48:4p AM

please don't keep saying sorry. all good.

On Aug 29, 2013, at 6:32 PM, Erica Wright wrote:

am really sorry. I should have emailed it to you and asked if I could help by running it

through Nathan instead of assuming anything.

Have a good night.

Erica WrightThe Management Group

9100 Wilshire Blvd Suite. 400West


310.271.0300/phone

310.271.0070/fax

_ _ _ _ __ _From• cdSent:.Thursday, August 29, 2013 3:43 PM

To: Erica WrightSubject: Re: help with dots by Friday

Not a drama...I just do a few things at once when I need signatures and he always

talks to me about things as if I know...I wouldn't know documents he signed if I

wasn't told.

I am not sentimental and needing to hold onto tasks. Could be each area of the

world deals with things themselves but I became a "one stop informational center"

years ago to make it easier, haha. He will always think of me like that.


On Aug 29, 2013, at 3:33 PM, "Erica Wright" wrote:

am sorry Christi. I completely understand and it will not happen again.

Erica WrightThe Management Group

9100 Wilshire Blvd Suite 400West

Beverly Hi11s, CA 90212

EXHIBIT K

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310.271.0300/phone310.271.0070/fax

From: cdSent: Thursday, August 29, 2013 11:08 AMTo: Erica WrightSubject: Re: help with dots by Friday

It is fine...Typically the guys don't do the signatures unless I see they

have a moment for it that I don't and I only have them do very simple

documents, to be honest. Ones that don't require alot of explanation

or could raise questions that they are not prepared to answer. Not fair

to anyone.

Nathan just wanted to make sure i knew in case i got questions. He

knows I have been getting signatures for many years, placed there by

others for convenience actually, and have my way of doing so that j

is used to. He can ask what questions he wants at signing, which he

usually does or i have quick explanation. Only thing that is really a

thought is if he brings up having signed something that I am not

aware of which, again, is why Nathan shared the email. He is great

to make sure all is ok and I am aware. Stephen hasn't embraced how

helpful that is although can get things done.

I am always busy...if things are really urgent we get them done.

Perhaps not quick enough lately...have to prioritize to what is most

important for "those in need". Do what ya gotta do. All good.

Thanks for filling me in a little on what it is.


On Aug 29, 2013, at 10:16 AM, "Erica Wright"

wrote:

H i Christi,

am sorry, I thought it would be ok and helpful. The

documents were very simple and a rush and I know you have

been busy. Please know that I didn't mean to complicate

anything.

Attached are copies of the dots I sent to Nathan. These are

the Power of Attorney forms that J is required to sign in

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order for Hermance to file wealth tax returns on his behalf.

We need to send a scanned copy by tomorrow to insure they

receive the scanned copy not later than Monday their time.

We need to follow up with sending the original as soon as

possible.

Best,

Erica

_.From: Christi Dembrowski

Sent: Wednesday, August 28, 2013 7:15 PM

To: Erica WrightSubject: Fwd: help with dots by Friday

what are these dots? i have others to have him sign and

always need to prioritize signatures!

Begin forwarded message:

From: "Nathan Holmes"

Subject: Fwd: help with dots by Friday

Date: August 28, 2013 3:38:41 PM PDT

To: Christi dembrowski

I got this from Erica ,just wanted you to know .. I asked

her to send them to me at Sweetzer and I will get them

signed .. Hope that's ok ??

N xxx

Nathan Holmes

Infinitum-nihil8300 melrose ave2nd floorLos Angeles 90069

Cell-

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Begin forwarded message:

From: "Erica Wright"

Date: August 28, 2013, 13:15:15 PDT

To: "'Nathan Holmes"'

Cc: "Erica Wright"Subject: help with docs by Friday

Hi Nathan,

We have a deadline of Friday to get original

signatures out to France. Is there any

chance that you would be able to help me

get JD to sign the France Power of Attorney

does today or tomorrow? I am so sorry for

the short notice. I have other does for him

to sign that we can deal with later, but

these (4 signatures, 2 English copies & 2

French copies) are really important. Let me

know.

If it helps, I can email the does to you to

print out vs sending you hard copies, but

will do whichever is easier for you to make

it happen. LMK,

Best,

Erica

Erica Wright

The Management Group

9100 Wilshire Blvd Suite 400West


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310.271.0300/phone

310.271.0070/fax

This electronic message transmission, which includes this email message and any attachm

This electronic message transmission, which includes this email message and any attachm

<Weaith Tax 2013 POA.DOC>

<2012 Additional wealth tax POA.DOC>

This electronic message transmission, which includes this email message and any attachments, i

This electronic message transmission, which includes this email message and any attachments, is confi


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LODGED UNDER SEAL

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PROOF OF SERVICE

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STATE OF CALIFORNIA, COUNTY OF LOS ANGELES


On June 19, 2017, I served the following documents) described as DEFENDANTS'OPPOSITION TO PLAINTIFF AND CROSS-DEFENDANT JOHN C. DEPP'S NOTICEOF MOTION AND MOTION TO QUASH DEPOSITION SUBPOENAS FORPRODUCTION OF BUSINESS RECORDS TO (1) BLOOM HERGOTT DIEMERROSENTHAL LAVIOLETTE FELDMAN SCHENKMAN &GOODMAN, LLP AND (2)UNITED TALENT AGENCY on the interested parties in this action as follows:

Matthew P. KannyJohn GattiKatrina Dela CruzManatt, Phelps &Phillips, LLP11355 W. Olympic Blvd.Los Angeles, CA 90064

Benjamin G. ChewRory E. AdamsJoshua N. DrianManatt, Phelps &Phillips, LLP1050 Connecticut Ave NW, Suite 600Washington, DC 20036

Adam R. WaldmanThe Endeavor Law Firm, P.C.1775 Pennsylvania Avenue NWSuite 350Washington, DC 20006

Attorneys for PlaintiffsTel: 310-312-4000Fax: 310-312-4224Email: mkann~a~manatt.com

~ ~atti(a~manatt.comkde lacruz(a~manatt. com

Attorneys for PlaintiffsTel: 202-585-6511Fax: 202-585-6600Email: bchew cc~manatt.com

radams(a~manatt.comjdrian cr,inanatt.com

Attorneys for PlaintiffsTel: 202-550-4507Email: awaldman car theendeavorgroup.com

BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on an agreement of the parties toaccept service by e-mail- or electronic transmission, I caused the documents) to be sent from e-mail address [email protected] to the persons at the e-mail addresses listed in the ServiceList. I did not receive, within a reasonable time after the transmission, -any electronic message orother indication that the transmission was unsuccessful.

I declare under penalty of perjury under the laws of the State of California that theforegoing is true and correct. Executed on June 19, 2017, at Santa Monica, California.

~~'~i o~ ~ . /

Candace Hoffman

/386849.1

PROOF OF SERVICE

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