is a 1 | HUESTON HENNIGAN LLP eee os Ane Robert Klieger, State Bar No, 192962 OCT 26 2016 2 Marin Can, Sat State Bar No, 231389 ‘Shor R. Cano, exscuve 3 | meamp@hueston. 8y Shauna a ted Andrew Walsh, State Bar No, 273763 In, Deputy 4] awalsh@bhueston.com $23 West 6h Stee, Suite 400 5 | Los Angeles, California 900 Ficlephies” Gis) 188-2540 6 HUESTON HENNIGAN LLP 7 [ohm C. Bueston, State Bar No. 164921 pues 8 rt Center Drive, Suite 1300 Nowpen Bench, Californie 92660 9| Telephone: (949) 229-8640 10 | Attomeys for Plaintiff Redstone ‘Sumner M. i 12 SUPERIOR COURT OF THE STATE OF CALIFORNIA 13 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 14 4 15 | SUMNER M. REDSTONE, Case No, BC 6 38 05 16 Plaintiff, COMPLAINT FOR: 17 (1) ELDER ABUISE vs. BREACH OF FIDUCIARY DUTY 18 CONSTRUCTIVE FRAUD (4) INTENTIONAL INFLICTION OF 19 | MANUELA HERZER, SYDNEY HOLLAND, EMOTIONAL DISTRESS and DOES 1 through 10, inclusive, 20 DEMAND FOR JURY TRIAL, Defendants. ‘COMPLAINTPlaintiff Sumner M. Redstone, for his Complaint against Manuela Herzer, Sydney Holland, and Does | through 10, inclusive, alleges as follows: INTRODUCTION 1. Plaintiff Sumner M. Redstone (“Redstone”) has lived a long and distinguished life. Now 93 years old, Redstone had humble beginnings in a public housing project in Boston, Redstone served his country honorably in World War Il and, after graduating from Harvard Law ‘School and serving in the Department of Justice, forwent a lucrative career in law to instead help run his father’s small drive-in theater company. Redstone built that company into a global leader in the motion picture exhibition industry and went on to acquire Viacom Inc., Paramount Pictures Corporation, CBS Corporation, and Infinity Broadcasting. Redstone survived a devastating hotel fire at age 56 and a bout with prostate cancer at age 81. In 2012, Redstone received a star on the Hollywood Walk of Fame. In addition to being a media icon, Redstone is a noted philanthropist, having contributed hundreds of millions of dollars to fund research and patient care advances in cancer, autism, and bum recovery, fight global poverty, and endow public interest fellowships at his alma mater, among other worthy causes. 2. Inthe waning years of Redstone’s life, as his physical health declined and he became dependent on others for his care and sustenance, Redstone fell victim to financial and emotional abuse at the hands of two women many years his junior, Defendants Manuela Herzer (‘Herzer”) and Sydney Holland (“Holland”), Beginning in 2010, Herzer and Holland commandeered Redstone’s life. They moved into his home and assumed responsibility for his care. ‘They isolated Redstone from family and friends. They terminated his doctors, nurses, household staff, and longtime advisors and brought in handpicked replacements. They decided who came and went from the residence. ‘They spoke for Redstone when he lost his ability to vocalize. Redstone entrusted Holland and Herzer with all aspects of his personal and financial affairs—essentially everything but his businesses. 3. For more than five years, Herzer and Holland abused their positions of trust. Redstone’s worsening health and near complete dependence on them made him vulnerable to their influence, Herzer and Holland told Redstone that his daughter and grandchildren hated him and ele COMPLAINTdid not care enough to call or visit, while at the same time blocking their calls and instructing security not to allow them near the residence, Herzer and Holland explained to Redstone that they were the only ones who loved him and the only ones who would protect him, and that if they left, he would die alone. They manipulated and emotionally abused Redstone to get what they wanted—jewelry, designer clothing, real estate in Beverly Hills, New York, and Paris, and money, lots of it. By the time Redstone threw Herzer and Holland out of his home, and out of his life, last fall, they had taken him for more than $150 million and left him in debt on account of the immense tax obligations triggered by those “gifts.” 4, Herzer and Holland took far more than Redstone’s money, They took five of the last years of his life. They took time away from his children, grandchildren, and great- grandchildren. They took his pride and his dignity. Redstone brings this action to recoup his material losses. Neither law nor equity is capable of restoring the rest. PARTIES AND VENUE 5. Plaintiff Sumner M. Redstone is an individual who resides in Los Angeles County, California, 6. Defendant Manuela Herzer is an individual who, on information and belief, resides in Los Angeles County, California, New York, New York, and Paris, France, 7. Defendant Sydney Holland is an individual who, on information and belief, resides in Los Angeles County, California, 8. The true names and capacities of the defendants named herein as Does 1 through 10, inclusive, whether individual, corporate, or otherwise, are currently unknown to Redstone, who therefore sues such defendants by fictitious names pursuant to section 474 of the Code of Civil Procedure. Redstone is informed and believes, and based thereon alleges, that each of the fictitiously named defendants is responsible in some manner for the occurrences alleged herein, and) that the damages as alleged herein were proximately caused by their conduct. Redstone will amend this Complaint to identify the true names and capacities of each of the fictitiously named defendants when such names and capacities have been deten -2- COMPLAINTwe wn S © we aa ul 12 13 14 15 16 7 18 19 20 21 22 2B 24 25 26 27 28 9. Venue is proper in this Court pursuant to section 395(a) of the Code of Civil Procedure because some or all of the defendants reside in Los Angeles County, California. BACKGROUND 1. The Parties A. Sumner M, Redstone 10, Redstone was born Sumner Murray Rothstein in 1923. He grew up in a public housing project in the West End neighborhood of Boston. As Redstone recounts in his 2001 autobiography, 4 Passion To Win: “Our apartment had no toilet; we had to walk down the corridor to use a water closet we shared with the neighbors, That was all I knew and I never felt less privileged than anyone else.” Redstone graduated from Boston Latin School, one of the most competitive public high schools in the country, with the highest grade point average in the school’s history. Redstone was admitted to Harvard University in 1940, where his studies focused on foreign languages. Redstone’s Japanese professor recruited him to a Special U.S. Army intelligence unit, where he helped break Japanese military codes during World War II. 11, Following his distinguished military service, Redstone attended Harvard Law School. After graduation, Redstone clerked for the Ninth Circuit Court of Appeals and, during evening hours, taught classes in labor management law at the University of San Francisco. After completing his clerkship, Redstone moved to Washington, D.C. to work in the Department of Justice and, a few years later, at a private firm specializing in tax litigation. In 1954, however, Redstone decided to leave the law and to return to the Boston area to work for his father’s company, Northeast Theater Corporation, which at the time operated a small chain of drive-in theaters. Redstone grew the family business, later renamed National Amusements, into one of the nation’s first multiplex operators and began investing the company’s profits in the production end of the movie business. 12, In 1979, Redstone survived a fire at the Copley Plaza Hotel in Boston by holding onto a third-floor building ledge with one arm while flames burned neatly half his body. He was given little chance of surviving or ever walking again. But Redstone was a fighter, and after undergoing five major operations and scores of skin grafts, he made a stunning recovery. Redstone -3- COMPLAINTee a a 10 Ml 12 13 14 15 16 17 18 19 20 22 23 24 25 26 27 28 sued the Copley Plaza Hotel for negligence and donated the entire settlement to the Burn Center of Massachusetts General Hospital, where his life had been saved. Although Redstone never regained full use of his right hand, he refused to accept limitations on what he could do, to the point where he continued playing tennis by strapping the racquet to his arm. 13. In 1987, Redstone pulled off a leveraged buyout of Viacom Inc. In 1994, Redstone gained control of Paramount Pictures Corporation in a bidding war against Barry Diller. Redstone’s subsequent acquisitions included CBS Corporation and Infinity Broadcasting Corporation. Redstone currently serves as Chairman Emeritus of both Viacom and CBS. 14, Redstone mar his first wife, the former Phyllis Gloria Raphael, in 1947, and they had two children, Brent and Shari, Phyllis filed for divorce in 1999, after 52 years of marriage. In April 2003, Redstone married Paula Fortunato, an elementary school teacher from New Jersey. Redstone and his second wife relocated to Los Angeles and purchased a home in the gated ‘community of Beverly Park, where Redstone continues to reside today. Redstone and Fortunato divorced amicably in 2009 and remain friends. 15. Now 93 years old, Redstone suffers from a variety of physical ailments. His mobility is extremely limited—he needs the assistance of his nursing staff to ambulate around his residence. Redstone cannot swallow and relies on a feeding tube for sustenance. Redstone also suffers from a severe speech impairment that makes it difficult for him to communicate without the assistance of his speech therapist and nursing staff (and, more recently, an iPad that has been programmed with Redstone’s voice using excerpts of interviews and speeches he has given over the years). B. Manuela Herzer 16. Herzer, now 53 years old, was bom in Argentina and emigrated to the United States with her parents and four brothers in 1966. Herzer attended university in Paris and speaks French, English, and Spanish fluently. Herzer frequently boasts that Redstone has described her as one of the smartest women he has ever known, 17. Atage 21, Herzer married Lebanese-bom Erie Chamchoum, whose family had business interests in Nigeria. Herzer and Chamchoum had two children, Bryan and Christy, before ‘COMPLAINTbecoming embroiled in a contentious divorce. In 1997, Herzer and her then-boyfriend had a third child, Kathrine. That relationship ended in another court battle, in which the boyfriend obtained a temporary restraining order against Herzer based on allegations that she had physically attacked him in front of their daughter. 18, Redstone met Herzer, then an aspiring Hollywood socialite, at a dinner party in 1999, shortly after Redstone’s first wife had filed for divorce. Redstone and Herzer dated for about ‘two years and remained in sporadic contact thereafter. Herzer insinuated herself back into Redstone’s life in 2009, following Redstone’s separation from his second wife, and established herself as a close friend and confidant, Redstone regularly sought Herzer’s opinions on, among other things, women he was interested in dating, which is how Herzer came to meet Sydney Holland. C. Sydney Holland 19, Holland, born Sydney Stanger, grew up in the wealthy community of La Jolla, California. Holland decided against college, opting instead to start a line of “eco-conscious” yoga apparel. When that business failed, Holland and friend Corrine Clifford formed “The Inner Circle," which they billed in the back pages of Los Angeles Magazine as “[al first class dating service for exclusive gentlemen and exquisite ladies who seek to meet the love of their life”: all 310 571 3137 Nationwide’ aoe ‘COMPLAINT10 uw 12 13 14 15, 16 17 18 19 20 21 23 24 26 27 28 20. After “The Inner Circle” failed, Holland fell into debt, and a variety of judgment and state tax liens were entered against her through early 2009. It was around that time that Holland began dating Bruce Parker, a wealthy former sales executive for Callaway Golf. Holland soon took up residence in Parker's posh Wilshire Boulevard condominium. She later claimed in court papers that Parker had promised to marry her and committed to providing her a $10,000 monthly allowance and new Mercedes in exchange for serving as his “companion, social and business partner, and confidant.” 21. On October 24, 2009, Parker died suddenly of “cocaine toxicity.” Holland was with Parker at the time and, according to Parker’s family, disposed of evidence of drug use before calling 911, and then proceeded to clear everything of value from his condominium, including crystal, a set of Gucci luggage, and thousands of dollars in cash. Three weeks after Parker died, Holland filed a petition to be appointed as the executor of his estate, claiming that Parker had died without a will (a fact that Parker's family disputed) and owed her hundreds of thousands of dollars in living expenses. The court denied Holland’s request, but Holland refused to vacate Parker's condominium until she had extracted a reported $164,000 settlement from his family. I ‘The Elder Abuse Scheme A. The Scheme Is Hatched 22. In 2010, Patti Stanger, host of the Bravo reality show The Millionaire Matchmaker, introduced Holland to Redstone. A recent bachelor following his divorce from Fortunato, Redstone was seeing several women at the time, but he quickly became infatuated with Holland. Holland, meanwhile, was keen on winning Redstone’s long-term affections—and financial support—and soon began plotting to purge other romantic interests from his life. 23. Within a few months after meeting Holland, Redstone introduced her to Herzer. Holland was wary of Herzer at first. Once Holland become comfortable that Herzer was not @ romantic rival, however, she undertook to befriend Herzer and thereby further ingratiate herself with Redstone. Herzer undoubtedly understood Holland’s real agenda, but she was likely also impressed with how quickly Holland had won over Redstone and how determined she was to get ‘what she wanted. Herzer would also have recognized that, given Redstone’s obvious affections for roe ‘COMPLAINTee a 10 u 12 13 14 15 16 17 18 19 20 21 22 23 4 25 26 rae 28 Holland, Holland would be able to procure far more from Redstone than Herzer could hope to obtain through friendship alone. 24. On information and belief, Herzer proposed a mutually beneficial arrangement to Holland, Herzer, whose opinions Redstone regularly sought regarding the women in his life, would help drive other romantic interests from the scene and foster Redstone’s devotion to Holland, Holland would play on Redstone’s affections to obtain increasingly lavish gifts for herself and Herzer. Once Holland had taken up residence at Beverly Park, the two would undertake to isolate Redstone from family and friends and to replace his trusted advisors, rendering Redstone increasingly dependent upon them. Finally, Holland and Herzer would use their influence over Redstone to install themselves in his estate plan and secure fantastic wealth upon his, passing. They made an unlikely but winning team—Herzer, the brains of the operation, who Redstone had known for years and trusted and confided in; and Holland, the younger beauty who had Redstone wrapped around her finger. B. Redstone Is Isolated And His Trusted Advisors Replaced 25. In early 2011, after having first purchased Holland her own $1.8 million home, Redstone invited Holland to move into his Beverly Park residence. Holland spent most of her days with Redstone and slept beside him at night. Redstone lavished Holland with jewelry and funded the launch of her next failed venture, a film company she named Rich Hippie Productions. Redstone wrote Holland into his estate plan, starting at $500,000 on March 31, 2011, increasing to $1.5 million just over a week later, and to twice that amount by carly fall. In emails later leaked to New York Post, Holland reportedly bragged to a lawyer that she was getting a gorgeous diamond ring and was “up to” $3 million in Redstone’s will. ‘The lawyer replied that, together with her house and bonds, she had already landed nearly $10 million from Redstone, “Starting to get some comfort?” he asked. Holland reportedly replied, “20 would be best!!! ... Just saying.” 26. Two years later, in early 2013, Herzer moved in with Holland and Redstone, ostensibly on account of repair work being performed on her Beverly Hills home. (By the time Redstone threw Herzer out of his life in October 2015, she had spent more than $9.2 million of his money on supposed “repairs,” which still were not complete.) Although Herzer spent much less ae COMPLAINTwk wn So waa MW 12 1B 14 15 16 17 18 19 20 21 2 23 24 25 26 27 28 time with Redstone than Holland, Holland secured Herzer equal footing in Redstone’s estate plan, By March 2013, Holland and Herzer were written in at $10 million each. In May 2013, that climbed to $15 million each. Just one month later it climbed again, to $22.5 million each. These ‘bequests were on top of the money Redstone was regularly “gifting” to Holland and Herzer, which totaled more than $9.1 million in 2013 alone, 27. One-time Redstone girlfriends Malia Andelin and Heather Naylor were banished from Beverly Park. Holland and Herzer convinced Redstone that Andelin and Naylor did not care for him the way they did and were only after his money. Holland went so far as to sue Naylor, claiming that Naylor had stolen a laptop containing “private and confidential” materials from Redstone’s residence. Naylor responded with counterclaims charging that Holland had wrested control of Redstone’s life. The case was ultimately dismissed before trial, with Holland being ordered to pay roughly $200,000 in legal fees to Naylor. 28, Still, Holland was in it for money, not sex, and had no qualms about allowing other ‘women to satisfy Redstone’s prurient desires—as long as she picked them. Indeed, Holland arranged for other women to visit regularly with Redstone, all the while pledging her own fidelity to him, Although their relationship was far from conventional, Redstone loved Holland and depended upon her for his care and companionship. 29. Redstone’s growing dependence on Holland coincided with a precipitous decline in his physical health. Despite having survived life-threatening burns at age 56 and a bout with prostate cancer at age 81, the years were finally catching up with Redstone. His speech was becoming increasingly dysarthric, he had difficulty walking, and he seldom left his residence. Herzer and Holland began systematically eliminating Redstone’s longtime advisors and staff, and installing handpicked replacements who were strangers to Redstone and his family. Herzer and Holland removed David Agus, M.D., who had been Redstone’s physician for more than a decade, and replaced him with a doctor whom Redstone had never before met. They terminated much of, Redstone’s nursing staff and replaced them with nurses who would report directly to Herzer and Holland. Household staff members who had been with Redstone since he relocated to Los Angeles -8- ‘COMPLAINTSc we aaua u 12 B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 in 2003 were summarily dismissed. Those who remained were subjected to polygraph tests, and any perceived disloyalty was met with swift termination, 30. Holland and Herzer also undertook to isolate Redstone from family and friends. ‘They were already aware of Redstone’s famously rocky relationships with his family. Redstone was estranged from his son, Brent, and had had a series of very public disagreements with his daughter, Shari, over the family business. Holland and Herzer capitalized on those divisions, telling Redstone that Shari and her children (Brandon, Kimberlee, and Tyler) did not love him and wanted nothing but his money. When Redstone protested that his family did love him, Holland and Herzer challenged him. Why did they never call? Never come to visit? Redstone had no answer, and he came to accept what Holland and Herzer constantly preached to him—that they were the only ones who loved him, the only ones who would take care of him, and the only ones who would bbe with him until the end. 31. Imreality, Redstone’s daughter and grandchildren did call, and they did want to visit. But Holland and Herzer instructed the nurses and household staff not to put through calls from family, and to instead tell them that Redstone was busy or did not want to talk to them. If Redstone heard the phone ring and asked who was calling, Holland and Herzer would tell him that it was a delivery, or a wrong number. If a nurse put through a call from family or, worse yet, allowed Redstone to use the phone to call out, the nurse would often be disciplined or fired. Holland and Herzer changed Redstone’s phone number and left instructions with security not to allow Shari or her children through the gates of Beverly Park. On those rare occasions that Redstone was able to speak on the phone with his daughter or grandchildren, Holland or Herzer listened in and afterwards told Redstone that his family were liars and thieves. On the even rarer occasions that, family was allowed to visit, Holland or Herzer remained constantly at Redstone’ side, almost never allowing them even a moment alone. C. Holland And Herzer Financially Drain Redstone 32. By the spring of 2014, Holland and Herzer were in near total control of Redstone’s life, Redstone’s newly installed physicians, nurses, and household staff all reported to Holland and Herzer. They had bags of cash delivered to Beverly Park almost daily, typically bundled in stacks =9 = COMPLAINT10 a 12 13 4 15 16 17 18 19 20 2 2 2B 4 26 27 28 of hundred dollar bills. They had carte blanche with Redstone’s credit cards, regularly charging thousands of dollars per day. In 2014 alone, Holland charged more than $2 million to Redstone’s Visa and American Express cards, including $63,612 at Mario Jewelers of Beverly Hills, $58,461 at Saks Fifth Avenue, $57,912 at Yves Saint Laurent, and a staggering $752,737 at Tracie Butler Interior Design (little if any of which was spent on furnishings for Redstone’s Beverly Park residence). Herzer charged $1.5 million to Redstone’s cards during that same 12-month period, including $128,780 at Bameys, $82,624 at Hermes, $54,212 at Miu Miu, and $34,147 at Chanel. 33. While Holland and Herzer’s spending grew by leaps and bounds, the time they spent with Redstone dwindled to practically nothing. Herzer was frequently jetting off to New York or Paris, where she spent weeks or months at a time. Holland seldom traveled, but she too was rarely by Redstone’s side. Holland left Beverly Park most mornings, often not returning until late in the day, only to leave again in the evening. Holland frequently promised to join Redstone for his speech therapy sessions but almost never showed. Holland seldom told Redstone where she was going, and even more rarely told him the truth, Holland sometimes even told Redstone she had been sitting by his side for hours and blamed him for being so forgetful, when in fact she had retumed home only minutes earlier. And while Holland usually joined Redstone in bed at night, she ofien got up and left as soon as Redstone fell asleep. When Redstone woke up during the night asking for Holland, she was nowhere to be found. 34, Redstone did not take kindly to being ignored and expressed his frustration to Holland, occasionally even threatening to throw her out. Sometimes Holland would ignore Redstone’s complaints. Other times she would have the nurses administer Ativan to sedate him—a technique that Holland and Herzer also employed when they wanted Redstone to sign documents without asking lots of questions. And, on those occasions that Redstone seemed especially serious about cutting her off, Holland would tell Redstone that his family hated him, that she and Herzer were the only ones who loved and cared for him, and that if they lef, he would die alone. More than once, Holland even pretended to leave, reducing Redstone to tears, pleading for her to return. 35. Despite having drained much of the cash from Redstone’s bank accounts, Holland and Herzer still were not satisfied. The lion’s share of Redstone’s Viacom and CBS holdings, =10" ‘COMPLAINTworth billions, was tied up in a trust that Redstone had set up for the benefit of his grandchildren in connection with his 2002 divorce from Phyllis (the “Grandchildren’s Trust”) and that was off limits even to Redstone himself, Redstone was, however, sitting on more than $200 million in vested ‘Viacom and CBS stock options, restricted stock units (RSUs), and performance stock units (PSUs) that he had eamed during his years as an executive at the companies. Holland and Herzer wanted to get their hands on that money, and whatever else Redstone might have, as soon as possible. ‘They engaged a prominent New York estate planning lawyer to orchestrate just that, 36. Email correspondence between Holland and Herzer offers a window into their thinking. On March 21, 2014, Holland emailed Herzer that she was “compiling a list of things that I think we should cover when you meet with [the lawyer],” including the possibility of Redstone cashing out his options, RSUs, and PSUs and giving them the money now, rather than “waiting until after he dies,” and changing Redstone’s charitable foundation “so that we can run it now and afier Sumner’s demise”: (Ont 21, 214,670 PM, Gt woe: ‘am cong afl ngs ok wo shat cover th when you meet win, ‘Thott ig a changg the tuto add bath ot nas cn. How many pop dove Susur need toremove to ecw Bat? ‘ate an ay hg io chango?? ‘harping be Caro two yours els ab expenses beg pl by NAL Chang he Sua! Roto Foundelon so tat we cn ne wend ahr Burners ene, slag Sucer gu srme ol he pau mole now than wale ater a ‘Asahave Hs epeek covey shod that 12 apo moony Bl gosto lb Baas soxcunttha bo coud lt sa the money rom, ut Dep tng Dat gt ax extn be Neveu math og tn a at on nin rong ces? ‘ou Sunnah usta PAU mney now and oy it ix , Carve teem be tpt yb doe enti ont tab pay Amt secovmoney? hk ts tre mgr el tno mortar x0 Herzer replied, “Got it! M xoxo.” 37. Holland and Herzer focused their efforts on convincing Redstone to sell his vested options, RSUs, and PSUs—all of them—and to immediately transfer the proceeds to them. However, they needed to give Redstone a reason for “gifting” them the money now, rather than have it pass to them upon his death. Having spent several years poisoning Redstone’s relationship with his family, Holland and Herzer told Redstone that Shari and her children were going to sue them as soon as Redstone died, if not sooner, and would stop at nothing to get their hands on his le COMPLAINTSc e a aneuwn ll 12 13 14 15 16 17 18 19 20 a1 22 23 24 25 26 27 28 money. Holland and Herzer told Redstone that they could not afford to defend themselves against the army of lawyers that would be unleashed upon them, and that unless he cashed out his options, RSUs, and PSUs for them now, they might never see a dime. 38. Redstone resisted at first, One of his few remaining pleasures was to track the value of his Viacom and CBS holdings. Redstone had an electronic ticker set up in his bedroom for that purpose, and he would have his nurses update him constantly on stock and options quotes throughout the day. But Holland and Herzer did not let up, and repeatedly admonished him that his family hated him, that Shari and her children were a bunch of liars who wanted nothing but money, and that Holland and Herzer were the only ones who loved and would protect him. If he loved them back, he would cash out. Ifhe did not, he would die alone, 39. On May 19, 2014, Redstone sold all of his vested stock options, RSUs, and PSUs, generating approximately $100 million in after-tax income that was deposited directly into his checking account. Later that same day, Redstone made two transfers, $45 million each, to personal bank accounts of Holland and Herzer. Holland and Herzer caused Redstone to sign the paperwork authorizing the transfers and provide verbal confirmation to the bank. This was done without the knowledge of David Andelman, Redstone’s longtime estate planning lawyer, whose calls Holland and Herzer had instructed staff to screen. In an instant, Redstone’s vested holdings were gone. ‘The ticker was removed from his bedroom, and he stopped asking nurses for updates. A large part of his fortune, and one of his few remaining pleasures, suddenly were gone. 40. The financial consequences to Redstone extended beyond the $90 million he transferred to Holland and Herzer. Those transfers triggered gift and generation skipping tax obligations of roughly 100%—meaning that Redstone owed another $90+ million to the tax authorities. Because Holland and Herzer had cleaned out Redstone’s bank accounts, he did not have the funds to satisfy those tax obligations, and was forced to borrow $100 million from National Amusements to meet them. D. Holland And Herzer Commandeer Redstone’s Estate Plan 41. Holland and Herzer still were not finished. Not all of Redstone’s assets could be liquidated forthwith, and Holland and Herzer wanted to make sure everything that remained would a2 COMPLAINTpopcorn tto 10 ul 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 flow to them upon Redstone’s passing. Redstone had accumulated deferred compensation from Viacom and CBS that he could not yet access. He had a rapidly depleting bond account, additional CBS options that had yet to vest, the Beverly Park residence (worth approximately $20 million), and an apartment at the Carlyle in New York (worth approximately $5 million), Holland and Herzer wanted it all. 42. Holland and Herzer could not effect the necessary changes to Redstone’s estate plan through Andelman, who had begun expressing concerns about Holland and Herzer’s influence over Redstone. In May 2014, Holland and Herzer therefore replaced Andelman with a new estate planning lawyer, Leah Bishop, who had never before met Redstone and who knew nothing of Redstone’s wishes other than what Holland and Herzer told her: More than $45 million in long- planned gifts to his daughter's charitable foundation, former members of his household staff, and friends now banished from Redstone’s life were to be eliminated. Virtually his entire estate was to be split 50/50 between Herzer and Holland, Redstone’s deferred compensation was to go to his charitable foundation, which would now be run by Holland and Herzer. And all debts, expenses, and taxes—including the monies Redstone was forced to borrow from National Amusements to pay the taxes due on the earlier “gifts” to Holland and Herzer—were to be satisfied from the Grandchildren’s Trust. 43, Bishop insisted on confirming with Redstone that those were his wishes, as well as having Redstone’s competence evaluated by a geriatric psychiatrist. As would become routine in connection with later changes to Redstone’s estate plan, Holland and Herzer spent hours with Redstone in advance of his meeting with Bishop and the psychiatrist telling him exactly what to say. They rehearsed over and over again the questions Redstone would be asked and the answers he should give—essentially, Holland and Herzer should control everything, and everything should g0 to them upon his passing. Redstone was reduced to tears as Holland and Herzer berated him that his family hated him, the two of them were all he had, and, if they left, he would die alone. When Redstone met with Bishop and the psychiatrist, he simply repeated what Holland and Herzer had demanded he say. By mid-June 2014, an “amended and restated” estate plan was in place, and Holland and Herzer were firmly in control, -B- ‘COMPLAINTOOo oo 10 u 12 B 14 15 16 17 18 19 20 21 22 23 24 25 27 28 44. Holland and Herzer still feared a post-mortem challenge to Redstone’s estate plan by Shari and her children, which might leave Holland and Herzer with nothing (besides the tens of millions they had already received). Holland and Herzer could not protect themselves with a typical “no contest” clause—which provides that anyone who unsuccessfully challenges an estate plan will forfeit everything he or she was to receive under it—because Redstone’s new estate plan left nothing to his family. Instead, Holland and Herzer went an intensely personal route, On July 7, 2014, they caused Redstone to execute instructions stating that, in the event of any direct or indirect challenge to his estate plan, the family cemetery plots at Sharon Memorial Park in Dedham, Massachusetts—the Jewish memorial park near Redstone’s birthplace where his parents had been buried and he and Phyllis were also to be interred—would be given to Holland and Herzer, to use or dispose of as they wished. E. Holland And Herzer Step Up Their Isolation And Abuse Of Redstone 45, Redstone’s physical health deteriorated sharply over the summer and fall of 2014, Redstone was hospitalized on three separate occasions, twice for aspiration pneumonia caused by inhaling food or liquid into his lungs on account of his difficulty swallowing. During one of those hospitalizations, Holland and Herzer’s plans appeared suddenly to be in jeopardy. Redstone was admitted to the Intensive Care Unit at Cedars-Sinai Medical Center and subsequently transferred to a private hospital room. His family was called, and Holland and two of Redstone’s nurses sat with him awaiting their arrival. Seemingly out of the blue, Redstone asked Holland to get a pen and paper, then told her, “I want my $45 million back.” Holland tried to change the subject, but Redstone continued to insist that she return the money. Holland told Redstone, “I will give you your money back but let’s not talk about this now, let’s talk about this another time, Your family is coming, please don’t do this to me.” Holland then stepped away to call Herzer, who was in New York at the time, After conferring with Herzer, Holland tumed back to Redstone’s nurses and told them, “We have to put him to sleep.” A hospital nurse arrived a few minutes later and administered a sedative to Redstone. Redstone grew groggy and quiet. By the time his grandson Brandon arrived, Redstone was barely conscious. One of Redstone’s nurses who witnessed these 14. COMPLAINTSeow aa u 1B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 events was extremely troubled and reported to Brandon what he had observed. Holland and Herzer terminated his employment a few days later. 46. During their visits with Redstone over the next several days, Shari and her children were finally able to meet the nurses who had been caring for Redstone at his home. One of the nurses, Joseph Octaviano, took Shari aside to discuss Holland and Herzer’s treatment of Redstone. ‘What he shared was horrifying. Octaviano told Shari what the women told Redstone about her and her children—that they were liars, hated him, never called, and never wanted to visit. He told her about the emotional abuse and isolation that he witnessed on an almost daily basis. He told her about how Holland and Herzer would berate Redstone, frequently reducing him to tears, and that Redstone seemed to be losing his will to live. Octaviano promised to look after Redstone and keep Shari apprised of what he observed, despite knowing that Holland and Herzer would immediately terminate his employment if they ever found out. 47, Redstone retumed from his third hospitalization, in September 2014, in a thoroughly weakened state. He could no longer eat or drink due to the risk of another life-threatening aspiration, and he was instead fed through a feeding tube inserted into his abdomen. His speech impairment worsened considerably, and it became difficult for Redstone to initiate communication or articulate more than the most basic verbal responses. Redstone could no longer walk or stand by himself and required a catheter. The once-proud media icon was reduced to a shell of his former self. He required around-the-clock nursing care, and any semblance of independence was lost Redstone was entirely reliant on Holland and Herzer for his care and sustenance. 48. On September 16, 2014, shortly after Redstone was released from the hospital, Shari and her son Tyler visited with him at home, Holland and Herzer were both out at the time, When Holland learned that Shari and Tyler were at Beverly Park, she called the house in a panic. Holland castigated Redstone over the phone, demanding that he throw them out immediately. Redstone began sobbing and told his daughter and grandson that he loved them but that they had to leave, Holland continued to berate Redstone over the phone until they were gone. Octaviano emailed Shari later that same day: a 15 -_ COMPLAINTSo wea awa u 12 1B 14 15 16 7 18 19 20 21 2 4 25 26 28 Today's incident is so unforgiving. I'm so sorry. It is not the end of the rope Ma'am Shari. | am at your side and 99% of the staff will be willing to testify against those brutality of Manuela and Sydney to your Dad. From the day | worked there, | witnessed verbal abuse almost everyday. Nagging, threatening and ‘back stubbing to win your Dac's sympathy and a lot of document signing. One time Manuela told your Dad that none of his family loves him, except them. Yesterday, Sydney ask your Dad if he still loves her. ‘And he replied, "NO, I'm so tired live me alone, | want to die." There would even be times that he ‘screams "Help me." but what can we do? Every move in that house is controlled by Manuela and Sydney. ‘She nags at your Dad for Brandon's visit yesterday. Telling him why you all come to visit without her consent. Your Dad always looks so sad and helpless. My heart really fall apart every time these happens. This was all more than Shari could bear. She expressed gratitude for all Octaviano was doing to protect her father and asked him to update Tyler going forward, 49. Octaviano’s reports over the next few months documented the women’s continuing isolation and abuse of Redstone, Calls from family were regularly blocked. Family members were barred from passing through the gates of Beverly Park. Redstone’s nurses and household staff were no longer allowed to read the newspaper or letters to Redstone. All information had to go ‘through Holland and Herzer. The women regularly asked the nurses to leave the room when they wanted Redstone to sign papers, and he was frequently anxious, confused, or distraught when they retuned, When the nurses asked Redstone what was wrong, he told them that he was not allowed to say. Bags of cash were delivered to the residence daily, always for Holland, Redstone would ask the nurses what the money was for, but they did not know. FE Holland And Herzer Attempt To Insulate Themselves From A Post-Mortem Challenge 50. Holland and Herzer continued targeting Redstone’s family, intent on keeping them at bay and staving off a post-mortem challenge to the estate plan they had crafted, On January 8, 2015, Shari received a letter signed by her father, with the re line “Personal Request.” In the letter, Redstone insisted that Shari sign a release of any and all claims that she might possess against Holland and Herzer, so that they “will not be faced with litigation from my family at a time when they are grieving my passing.” The letter continued: -16- ‘COMPLAINT| have left detailed funeral and burial instructions, with the clear direction that Sydney and Manuela will be in charge of all arrangements. | want to enjoy the rest of my time on earth with peace of mind. if you decline to sign a release agreement, | wll be compelled, albeit with deep regret, to direct Sydney and Manuela not to allow you, Phyllis, or your children to attend the funeral or in any way be involved in the burial arrangements. Please let me know promptly whether | may direct my lawyers to prepare that release. | hope you will respect my wishes. Your father, OR jg Mo ‘Sumner M. Redstone The letter was unlike anything Redstone had written before, in both tone and substance. Octaviano’s report for the day offers a glimpse into how that letter came to be: 10:50am Sydney came back (she let ealy this morning without letting us know). Anne lef, Sydney told us to goto the kitchen. Leah came at 11:08am. She went straight to the fish room where ‘Sydney and SMR was, while we are in the kitchen. 11:30am, I can heat SMR crying while Leah and Sydney was with him. 11:50am, leah left. Then we took SMR to the patio to watch a movie. 12:30pm, Sydney came down and went straight to SMR. She told me while | was at the dinning, oom that SMR cannot receive phone calls from the family, especially Shari and Kim, except for Steven and Karen, 2:4opm, SMR was depressed. He otied on and off while watching a movie. Sydney was not in the house. ‘She went to het second doctor's appointment. | rubbed his back and told him in a soft voice, “boss calm down, we are here for you" 51. The next day, January 9, 2015, brought another communication from Redstone. This one was an email to Shari’s children, sent via Redstone’s secretary in New York. The email read: “Your mother has no respect for me, The letter I wrote to all three of you and your mother are my wishes, and they apply to all three of you, including you, Tyler. I want there to be no misunderstanding,” It was signed, “Your grandfather, Sumner.” Again, Octaviano’s report from the day is illuminating: ‘COMPLAINTyawn wn 10 u 12 14 15 16 7 18 19 20 21 22 23 25 26 27 28 ‘Now, problem is he is emotionally very unstable. Very depress and cties most ofthe time. He wanted to cancel allhis therapy today, but Jeremy was able to convince that he needs it. Good thing he listened. | have a question to ask, we (the nurses) are concemed about things that we see ‘and hearin that house. We concluded that those two ladies are abusing SMR mentally. They would say lies about the family not calling him, but the tuth is that how can you guys call him when the calls are blocked? Like today Kim tied to call but was not able to speak to SMR because the phone was not glven to him. This is per Sydney's order. So, SMR truly thinks that you guys don’t care for him. Now, as a licensed nurse anything that we see or hear thatthe ciient is being abused we need to report this or else our license will be in jeopardy. So I need to hear from you what should we do? Really truly we do not know what to do. ‘One more example of the mental abuse. Today Sydney came home at 1:20pm, told us to go to the kitchen. But the door was open so we heard them talk. She blamed SMR for giving Ma‘am Shari too much power and that Ma'am Shari is now suing her. Then SMA cried again. | heard Manuela on the speaker phone saying that Ma'am Shari is not mentally stable Going back to the phone calls, Sydney said, *your family don’t love you, they don’t even call, you.” He answered that he don't care and that they are his family, and cried again. He said, “I know ‘Shari cares.” cried again. RT came at 4pm, breathing treatment started and finished at 4:36pm. 5:06pm Sydney told SMR to tell Philippe that Katherine can represent the award on MTV. Sydney wrote anote and made SMA approved it and Jeremy read itto Goria and that Gloria needed to send itto Ma‘am Shari, Brandon, ‘Kim and you, | did not hear the whole thing, but what i catches was that, “your mom has no respect on me." 52. Three days later, on January 12, 2015, the nurses put through a call from Redstone’s granddaughter Kimberlee, Octaviano’s report reflects that Redstone “was very happy and told Kim repeatedly that she and her family can come visit him anytime soon.” Afier the call, Redstone told Holland that Kimberlee and her children (Redstone’s great-grandchildren) were welcome to visit him, Holland had a different view: 2:55pm, Sydney came back, she is holding a letter. She was very mad with SMR tor inviting Kim ‘and family over. She said that Kim is a liar just ike the rest of the family. SMR replied screaming, “1 LOVE KIM." Sydney continued yelling and nagging at SMR saying that the tamily are all liars. She keep saying that you guys are liars. SMR keep yelling back, "NO THEY ARE NOT This ‘conversation between SMR and Sydney lasted for an hour, exchange of yells, nagging SMR about the family, and SMR continued on defending that you guys are good people and that he loves you all very much. ee ee Seitey ane tee ears ere cae area ees can hear it clearty ftom kitchen the yelling, blaming, nagging and SMF's cties because the door was = {epi care et i spg “To t eeced fou Si ey sap eer ee sy Tae ea, fee es or eared nag sae har ora ee eee, Saar arrears oer fea pastageae oa gh COMPLAINTCe aw When Kimberlee visited her grandfather for several hours that weekend, Holland refused to leave the two alone for even a minute, It was the most time Octaviano had seen Holland spend with Redstone. 53. On January 29, 2015, Octaviano and several other members of Redstone’s nursing and household staff filed a report with Los Angeles County Adult Protective Services (APS) concerning Holland and Herzer’s persistent mental and financial abuse of Redstone. APS dispatched two investigators to visit with Redstone, but Holland refused to let them in, It was not until several days later, after Holland, Herzer, and their counsel had met extensively with Redstone and rehearsed exactly what he should and should not say, that the investigators were allowed in. ‘The investigators apparently accepted Redstone’s responses and whatever information Holland, Herzer, and their counsel provided. They never asked to speak with Octaviano or any of Redstone’s other nurses or household staff, nor did they contact Redstone’s family. 54, The visit from APS did not prompt Holland and Herzer to reform their conduct. Rather, as Octaviano’s updates over the following months reflect, it was more of the same: March 4, 2015 1:55pm, Sydney came back and went straight to the fish room, and told SMR that she has two documents for him to sign. A settlement and cash out. Matt faxed both documents. She sat next to ‘SMR and waited for the call from ct national bank. When the bank called for confirmation, she whispered at SMR’ ears to say “Approve,” which he did ‘Then Sydney told SMR that Leah is coming in 10 minutes to sign for special power of attomey (SPA). ‘At 2pm, SMR asked Sydney, “Why should | sign SPA?" ..... then she said, “It's just for me to be ‘safe if something happened to you, your daughter cannot sue me." ‘At 2:30pm, Sydney requested us to go to the kitchen. On our way to the kitchen, Matt told me and Jeremy, “Ok guys, you are both my witness, she told SMR that the amount to be wired is $68,000, but in fact itis $3,000,000." | think Matt is already fed up with all ofthe lies that Sydney would make him do for her. March 11, 2015 14:10am, Sydney arrived, (I don't know what time she left.) She requested us to go to the kitchen. 11:25am, she paged us to come back and ordered Jeremy and myself to assist SMR to sign a wire transfer from City National Bank. Then Sydney called Gen from the bank that they can call SMR for approval of wire transfer. When Gen called, Sydney whispered in SMR’s ears, “I approve.” March 24, 2015 We started AM care at 8 am, Then at 8:42am, Steven called answered by Jeremy, ordered Jeremy to dictate to SMR to say “confir aver the phone. And SMR did then hang up the phone. Then SM asked Jeremy," what did | confirm ‘on the phone?" Then Jeremy answered, “I don't know sr, ou need to talk to Sydney about tha. -19- COMPLAINTee a a 10 1 12 1B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 March 28, 2015 23:14 am, two ladies came down and woke him up, we were requested to go to the kitchen for a private talk. ‘Manuela paged us to go back tothe patio at 11:19am, Sydney was sitting next to him. SMR looks very sad. | asked him if he wants to continue listening Tony Bennett's CD and he nodded yes. Then he said to Sydney that he wants to invite Kim and the whole family to his birthday. Sydney got mad and said, “You cannot do that!" Then stood up and left mad, went upstairs. March 31, 2015 ‘Sydney came at 3:45pm, said hi to SMR. SMR cried and blamed her for the Kim's incident, but Sydney responded that kim was disrespectful for visiting him for a short time. He cried most of the day today. Sydney told SMR that he needs to ign a form to loan at National Amusement. At frst he did not want to sign, but Sydney was able to convince him to sign because they need the money to move to Malibu. After signing she went upstairs. 4:22pm, Paula called, talked to SMR. He asked her if she receives the gift he sent. She said she ikedit. After minutes, Sydney came down, grab the phone and put it in the speaker and hanged up after one minute. SMR got ‘stunned with what she did. Then she went back upstairs. April 10, 2015 'At 2:49pm Sydney came back, ! have no idea what time she left. She requested us to go to the kitchen except for Jeremy. Philippe called at 3:10 pm. At 3:20pm, Jeremy paged us to come back, Sydney left to play with her baby. 'SMR's anxiety level increased at that time, agitated to all his nurses. | saw a note saying, “to Leah, | don't want you to talk to Carl or Mike about Vanity Fir until you are atthe house this Saturday." Written by Sydney. memorized by SMR. Leah called at 4:25pm, SMR read the note to her in a very understandable way, Jeremy read it back to Leah, made sure that she understood what SMA had just said. Then Leah said that she willbe at there today (Friday) at 2pm to discuss all his wishes about the vanity interview. | saw the draft of questions ang answers which is not in favor to you ‘2uy5. One of which it says," the only family member that visit me all the time is Keryn, Brent’s daughter.” And ‘another one, "I forgot where | met Syeney, but it doesn't matter because | love her and she is a goad person.” And ‘also, "I met Manuela 20 years ago through Bob Evans and I love her and her kids because they are good to me.” And, “Lregret giving Shari the power to the company." April 14, 2015 1:59pm, Philippe called, spoked to SMA. 2:15pm, Sydney arrived, told Jeremy that he needs to sign ‘a document as a second witness for the promissory note that SMR signed last friday, then she went upstaifs. At 3:16pm, Is! artived with the document from Leah's office and hand it to Jeremy to sign. Then Jeremy asked SMR, “Mr. Redstone, do you want me to sign a promissory note as a witness that you signed last friday?” SMR said yes. Then Isi send it back to Leah via fax after signing. Jeremy was concerned about it, he was confused, as to why she just let him sign as witness that it happened last friday. | was very surprised with what happened today (the signing as witness) Thete was a big question mark in my mind. April 19, 2015 ‘11am, he is calm, relaxed watching his basketball game at the patio. Sydney arrived went straight to the patio and told SMR that Leah and Mike are ‘Then she dictated SMR what to answer Leah...."I kicked out Shari out of the house." Then she went upstairs. SMR keep on repeating that sentence many many times and he asked me if he speaks clearly, -=20- ‘COMPLAINTIll. The Scheme Unravels 55. The seeds of Holland and Herzer’s downfall were planted in the summer of 2014, when Holland met an ex-con named George Pilgrim. Pilgrim was an actor who had appeared on Guiding Light and the erotic cable series Red Shoe Diaries before pleading guilty to tax evasion and wire and mail fraud, and serving 27 months in prison. Pilgrim moved to Arizona following his release from prison, where he was working on his autobiography when he met Holland, Holland apparently found her soulmate in Pilgrim, and before long was flying back and forth to Arizona on a regular basis, leaving in the moming and returning home in the evening so that Redstone would be none the wiser. 56. Pilgrim reportedly proposed marriage in the fall of 2014, and Holland accepted. In ‘November 2014, Holland purchased a $3.5 million, five-bedroom house in Sedona, Arizona to share with Pilgrim. Holland regularly sent Pilgrim videos that she filmed with her iPhone, sharing her plans for the day. Holland told Pilgrim that she was only with Redstone for his money, that he ‘was “old and crying all the time,” and that she refused to leave him alone with his family. Her videos, whether shot in Redstone’s bathroom, closet, living room, or outside Nate ’n Al’s delicatessen in Beverly Hills, typically closed with a kiss: 57. Holland’s relationship with Pilgrim soured following publication of a May 2015 Vanity Fair article entitled “Who Controls Sumner Redstone?” Holland and Herzer were interviewed and posed for a photo spread in connection with the article, which quoted Holland professing her love for Redstone: “I've never noticed his age. Let me just start by saying that, If you ever saw the way he looked, he’s got this beautiful hair and has the most beautiful skin I’ve -21- COMPLAINTever seen in my life .... We've taken care of each other from day one.” This proved upsetting to Pilgrim who, in late August 2015, reportedly confronted the boyftiend of Herzer’s daughter at ‘Wally’s, a gourmet wine and cheese bar in Beverly Hills. News of the encounter quickly made its way to Herzer, who insisted that Holland come clean with Redstone. 58. On August 30, 2015, Holland met with Redstone and confessed her relationship with Pilgrim, Holland’s attempt to apologize to Redstone was cut short, however, when Herzer burst in and insisted that Redstone throw Holland out immediately. Herzer told Redstone that Holland was a prostitute and Pilgrim an ex-con, that Pilgrim was the father of Holland’s child, and that Holland and Pilgrim were plotting to kill Redstone, Herzer insisted Redstone’s life was in danger and refused to leave him alone with Holland for even a moment, Holland agreed to move out, Redstone gave her two weeks. Herzer gave her two days. By September 1, 2015, Holland was gone, Iv. The End Of The Abuse 39, Redstone was heartbroken on account of Holland’s infidelity and abrupt departure. He cried frequently, often inconsolably. As Herzer would later declare in court papers, “[tJhe sudden loss of [Holland’s] regular companionship — and shock at her betrayal — set Sumner into a visible downward spiral both physically and mentally. Very quickly, the wonderful attributes that made Sumner the man that he was, disappeared.” Not that Herzer was around to witness it. A few days after Holland’s departure, Herzer flew to Paris to attend the premiere of the erotic horror film Knock Knock, starring Herzer’s infatuation, Keanu Reeves. 60. Following her return from Paris, Herzer allocated the majority of her time to socializing and shopping, spending on average about 5-10 minutes per day with Redstone, She instructed staff not to put through calls from Shari or her children. She forbid the nurses from reading the newspaper to Redstone or otherwise sharing information with him, She had cameras installed throughout the house, including in Redstone’s bedroom, that she could access day or night from her phone. She fired nurses that she suspected might still be in contact with Holland, She threatened to send one of Redstone’s housekeepers to jail based on her false belief that the housekeeper had been passing information outside of the house. -2- COMPLAINT61. A principal motivation for what staff later dubbed Herzer’s “reign of terror” appears ‘to have been Herzer’s fear of being met with the same fate as Holland. Herzer had reason to be concemed. As similar as Holland and Herzer were in their motivations, there were important differences. First and foremost, Redstone loved Holland, He was not particularly fond of Herzer. For the past five years, whenever Herzer wanted something from Redstone, she went to Holland. It ‘was Holland who requested equal treatment for Herzer in Redstone’s estate plan. It was Holland who asked Redstone to set aside money for Herzer’s children. It was Holland who asked Redstone to secure a role for Herzer’s daughter in the CBS series Madam Secretary. In fact, Holland had on ‘more than one occasion convinced Redstone to allow Herzer and her family to continue living at Beverly Park when he was inclined to throw them out. Redstone had trouble saying no to Holland. Herzer lacked the same powers of persuasion over Redstone and was concerned that she might quickly be displaced. 62. Herzer identified two women in particular as a threat. The first was Terry Holbrook. Redstone had met Holbrook in 2010, after his separation from his second wife, and the two began a romantic relationship that continued until Redstone started dating Holland later that year. Holbrook and Redstone had remained friends, and with Holland now gone, Redstone wanted to spend more time with Holbrook, who bore a certain resemblance to Holland: Holbrook Holland (with Redstone) Concemed that Redstone would fall for Holbrook as he had for Holland, Herzer began lying to Redstone and requiring nurses and staff to do the same, She had Redstone’s physician tell him that he could not be intimate more than once a week. When Redstone nonetheless insisted upon seeing -23- ‘COMPLAINT.win Holbrook, Herzer fabricated excuses as to why Holland could not come, Holbrook was not feeling ‘well. She was visiting her sick mother out of state. She had to cancel at the last minute, Herzer ‘even paid her own part-time assistant, the mother of a special needs child, to visit with Redstone in Holbrook’s stead. When Redstone insisted on calling Holbrook himself, Herzer dialed her own answering machine instead and then handed the phone to Redstone to leave a message, Herzer was intent on keeping Holbrook away from Beverly Park. 63. The second woman that Herzer identified as a threat was Holland herself Despite the affair, Redstone still loved Holland, and Herzer feared he might take her back. Herzer successfully prevented Holland from contacting Redstone for a time. In early October 2015, however, Holland arranged for Bishop, Redstone’s estate planning lawyer, to hand deliver a letter from her. Bishop brought the letter to Redstone at his home in Beverly Park on October 3. In the hand-signed letter, Holland apologized profusely to Redstone, begged him to allow her and her daughter to visit with him, and told Redstone that she would love him forever. 64. _ Herzer snatched the letter from Redstone’s hand before he could read a word of it, telling him that she would read it to him later. Herzer then created a fake letter that was far less likely to lead to a reconciliation, in which Holland denied having the affair she had already confessed to having and accused everyone else of lying: ‘Summer |I did not lie to you everyone eise is lying | never had an affair with that man {snot true people ae just tying to break us up. ‘You have to believe me I never led to you I don't know who he i. Don't understand why you don't believe me and you believe everybody else. ‘Sydney Herzer had the nurses read Redstone the fake letter instead of the one Bishop had delivered, 65. By the second week of October, Redstone’s nurses and staff had been forced to tell one lie too many. They refused to assist Herzer in deceiving Redstone any longer and told Redstone the true facts concerning Holbrook and the Holland letter. Redstone was apoplectic upon leaming of Herzer’s deceit and demanded that Herzer be removed from his residence and estate plan. On October 12, 2015, six weeks to the day after Holland had been ejected from Beverly Park, Herzer too was gone. ane ao COMPLAINTCREE) 10 u 12 13 4 1S 16 17 18 19 20 21 22 23 24 25 26 27 28 FIRST CAUSE OF ACTION Elder Financial Abuse (Welfare & Institutions Code § 15610.30) 66. Redstone re-alleges and incorporates by reference the allegations contained in the paragraphs above as if fully set forth herein. 67. Redstone resides in California and at all times relevant to this action was over 65 years of age and suffered from physical limitations that restricted his ability to carry out normal activities and protect his rights. Holland and Herzer acted as Redstone’s caretakers, and Redstone ‘was dependent upon them for companionship, health care, and sustenance. 68. While acting as his caretakers, Holland and Herzer took, secreted, appropriated, obtained, and retained Redstone’s funds for wrongful use and with the intent to defraud. Holland and Herzer obtained more than $150 million from Redstone by undue influence as defined by section 15610.70 of the Welfare and Institutions Code, in that Holland and Herzer used excessive persuasion that caused Redstone to act or refrain from acting by overcoming Redstone’s free will, resulting in inequity. Holland and Herzer can further be deemed to have taken, secreted, appropriated, obtained, and retained Redstone’s funds for wrongful use and with intent to defraud, as Defendants knew or should have known that their conduct was likely to be harmful to Redstone. 69. Holland and Herzer’s actions in taking, secreting, appropriating, obtaining, and retaining more than $150 million of Redstone’s funds by undue influence and for wrongful use with intent to defraud constitute elder financial abuse as defined by sections 15610.30 and 15657.6 of the Welfare and Institutions Code. The fictitiously named defendants assisted in the taking, secreting, appropriating, obtaining, and retaining of Redstone’s funds by undue influence and for ‘wrongful use and with intent to defraud. 70. Redstone is entitled to compensatory damages consisting of the return of the funds obtained from Redstone in an amount in excess of $150 million with interest, and a writ of attachment pursuant to section 15657.01 of the Welfare and Institutions Code should be issued to secure the return of those funds. -25- ‘COMPLAINT10 u 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 71. Redstone has incurred, and will continue to incur, attomeys’ fees and costs in connection with this dispute, which Redstone is entitled to recover under section 15657.5(a) of the Welfare and Institutions Code. 72. — In committing the actions and engaging in the conduct described herein, Holland, Herver, and the fictitiously named defendants, and each of them, acted willfully and with oppression, fraud, and malice, and Redstone therefore is entitled to an award of exemplary or punitive damages pursuant to section 15657.6 of the Welfare and Institutions Code and section 3294 of the Civil Code. SECOND CAUSE OF ACTIO! Breach of Fiduciary Duty 73. Redstone re-alleges and incorporates by reference the allegations contained in the above paragraphs as if fully set forth herein, 74, Atall times relevant to this action, Holland and Herzer were in a confidential relationship with Redstone and assumed fiduciary duties to him. Herzer testified in Jn re Advance Health Care Directive of Sumner M. Redstone, Case No. BP16872S, that: ‘© She and Holland managed Redstone’s care, “including personally tending to his comfort and medical needs, scheduling his medical and therapy appointments, consulting with his physicians, overseeing the around-the-clock nursing staff, and ensuring that he had sufficient opportunities for leisure and socializing”; © She “promised [Redstone] that I would protect, care for, and be with him for the rest of his life, and that I would never let anyone take advantage of him”; «Redstone told her that “he was entrusting [her] with his life and health care because he knew that he could always count on me to protect him”; * She served as Redstone’s “de facto health care agent since early 2013”, © Redstone “was clear and emphatic that [she] was among the few persons he trusted enough to make life or death decisions for him”; and ‘© Redstone “knew that, no matter what, he could always trust me to look out for his best interests.” = 26 - ‘COMPLAINTwR wo Sc waa u 12 13 14, 15 16 7 18 19 20 21 23 24 25 26 27 28 75. Holland and Herzer solicited Redstone’s trust and confidence, which Redstone reposed in them. Having gained his confidence, Holland and Herzer were able to control significant aspects of Redstone’s life and purported to act for and advise Redstone with his best interests in mind, Given his advanced age and poor physical health, Redstone was prevented from effectively protecting himself from wrongful conduct on Holland and Herzer’s part. 76. Holland and Herzer breached their fiduciary duties, including the duties of loyalty, The honesty, care, and good faith, by engaging in the acts and omissions alleged herein, fictitiously named defendants aided and abetted those breaches of fiduciary duty. 77. Asa direct and proximate result of Holland and Herzer’s breaches of fiduciary duty, Redstone has suffered damages in an amount to be proven at trial, in excess of $150 million, 78. In committing the actions and engaging in the conduct described herein, Holland, Herzer, and the fictitiously named defendants, and each of them, acted willfully and with oppression, fraud, and malice, and Redstone therefore is entitled to an award of exemplary or punitive damages pursuant to section 3294 of the Civil Code. THIRD CAUSE OF ACTIO’ ‘Constructive Fraud 79. Redstone re-alleges and incorporates by reference the allegations contained in the above paragraphs as if fully set forth herein. 80. _Atall times relevant to this action, Holland and Herzer were in a confidential relationship with Redstone. Holland and Herzer breached that confidential relationship and the fiduciary duties arising therefrom by engaging in the wrongful acts and omissions alleged herein. The fictitiously named defendants aided and abetted those wrongful acts and omissions. 81. Redstone reasonably and justifiably relied to his detriment on Holland and Herzer’s wrongful acts and omissions. At the time Redstone acted, he was unaware of those wrongful acts, and omissions and would have acted differently had he known the true facts. 82. Asa direct and proximate result of Holland and Herzer’s wrongful acts and omissions, Redstone has suffered damages in an amount to be proven at trial, in excess of $150 million. -27- COMPLAINT1 83. In committing the actions and engaging in the conduct described herein, Holland, 2| Herzer, and the fictitiously named defendants, and each of them, acted willfully and with 3 | oppression, fraud, and malice, and Redstone therefore is entitled to an award of exemplary or 4 | punitive damages pursuant to section 3294 of the Civil Code. 5 FOURTH CAUSE OF ACTION 6 Intentional Infliction of Emotional Distress 7 84, Redstone re-alleges and incorporates by reference the allegations contained in the 8 | above paragraphs as if fully set forth herein, 9 85. Holland and Herzer’s actions as alleged herein constituted extreme and outrageous 10 | conduct, The fictitiously named defendants aided and abetted that extreme and outrageous 11 | conduct. 12 86. Holland and Herzer intended to cause or acted with reckless disregard of the 13 | probability of causing Redstone severe emotional distress. 14 87. Holland and Herzer’s extreme and outrageous conduct actually and proximately 15 | caused Redstone severe emotional distress in the form of humiliation, embarrassment, and mental 16 | anguish. Asa result of such wrongful conduct and the resulting harm, Redstone suffered damages 17 | in an amount to be proven at trial. 18 88. In committing the actions and engaging in the conduct described herein, Holland, 19 | Herzer, and the fictitiously named defendants, and each of them, acted willfully and with 20 | oppression, fraud, and malice, and Redstone therefore is entitled to an award of exemplary or 21 | punitive damages pursuant to section 3294 of the Civil Code. 22 PRAYER FOR RELIEF 2B WHEREFORE, Redstone respectfully prays for relief as follows: 4 1. For compensatory damages in an amount to be proven at trial, including pursuant to 25 | section 15610.30 of the Welfare and Institutions Code; 26 2. For the issuance of a writ of attachment pursuant to section 15657.01 of the Welfare 27 | and Institutions Code for the collection of damages; 28 B28 COMPLAINT3. For punitive and exemplary damages pursuant to section 15657.5 of the Welfare and Institutions Code and section 3294 of the Civil Code; 4, For prejudgment interest according to law; and 5. Forreasonable attomeys” fees pursuant to section 15657.5(a) of the Welfare and Institutions Code; 6. For costs of suit; and 7. For such other and further relief as the Court may deem just and proper. Dated: October 25, 2016 HUESTON HENNIGAN LLP By: Robert fateger AttomeYs for PlaintiffDEMAND FOR JURY TRIAL Plaintiff Sumner M. Redstone demands a trial by jury on all issues so triable. Dated: October 25, 2016 HUESTON HENNIGAN LLP Sumner M. Redstone -30- ‘COMPLAINT