Case 2:10-cv-08833-AHM -FMO Document 286 #:10200

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RONALD L. OLSON (S.B. # 44597) Ron.Olson@mto.com BRADLEY S. PHILLIPS (S.B. # 085263) Brad.Phillips@mto.com MUNGER, TOLLES & OLSON LLP 355 South Grand Avenue Thirty-Fifth Floor Los Angeles, CA 90071-1560 Telephone: (213) 683-9100 Facsimile: (213) 687-3702 MARTIN D. KATZ (S.B. # 110681) mkatz@sheppardmullin.com SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 1901 Avenue of the Stars Suite 1600 Los Angeles, CA 90067 Telephone: (310) 228-3700 Facsimile: (310) 228-3701 Attorneys for Defendants, RED ZONE CAPITAL PARTNERS II, L.P., RED ZONE CAPITAL GP, LLC, RED ZONE CAPITAL MANAGEMENT COMPANY, LLC, and Defendant / Counterclaimant DICK CLARK PRODUCTIONS, INC.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA HOLLYWOOD FOREIGN PRESS ASSOCIATION, a California Corporation, v. Plaintiff, Case No. CV10-8833 AHM OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES IN LIEU OF LIVE TESTIMONY AT TRIAL Complaint Filed: November 17, 2010 FAC Filed: March 9, 2011 Counterclaims Filed: March 28, 2011 Trial Date: January 24, 2012 Courtroom: 9 Hon. A. Howard Matz

RED ZONE CAPITAL PARTNERS II, L.P., a Delaware Limited Partnership, et al., Defendants. DICK CLARK PRODUCTIONS, INC., a Delaware Corporation, v. Counterclaimant,

HOLLYWOOD FOREIGN PRESS ASSOCIATION, a California Corporation, Counter-defendant.

DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

CV-10-8833 AHM (FMOX)

Case 2:10-cv-08833-AHM -FMO Document 286 #:10201

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Defendants submit the following objections to the Deposition Testimony of Leslie Moonves (Dkt. No. 284), submitted by Plaintiff in lieu of live testimony in the Phase I trial of the above-captioned action.

DATED: January 31, 2012

Munger, Tolles & Olson LLP RONALD L. OLSON BRADLEY S. PHILLIPS MANUEL F. CACHN Sheppard, Mullin, Richter & Hampton LLP BRADLEY S. PHILLIPS By: /s/ Bradley S. Phillips Bradley S. Phillips

Attorneys for Defendants and Counterclaimant

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10202

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OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION Moonvess testimony that he told Berk CBS would be prepared to pay $25 million for the Golden Globes in 2010 is irrelevant. First, Moonvess statement regarding what CBS would be prepared to pay for the Golden Globes has no bearing on the contract interpretation issues presented in Phase I of this action and is not relevant extrinsic evidence regarding contract interpretation. See, e.g., Pac. Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co., 69 Cal. 2d 33, 38 (1968). Second, the $25 million figure is ireelevant and of no persuasive value because there is no evidence regarding what rights included (i.e. pre-show, post-show, digital rights, etc.), whether the $25 million would be the maximum compensation for a multiyear deal, the average compensation, the minimum compensation, etc., and other key deal terms, such as flexibility in the date and location of the show.

Moonves Depo. at 57:14-19; 59:15-60:20

A Okay. I gave him [Berk] a number that we would be prepared to pay for -- for it. And on top of that number, I let him know that there was probably a little bit more room to play. Q What was the number? A $25 million. Q And what else did you say about the terms on which CBS would be going to license the show? A The only thing we talked about was the length of the deal. And I believe it was a five-year deal; its my recollection. And as I said, it was an opening offer. And anyone who does these negotiations knows theres more room than that when you put it out. You know, and it wasnt even an official offer, and I didnt, you knowonce again, I did not know the relationship between Dick Clark and Hollywood Foreign Press. When he asked me for a number, I actually thought we had an opportunity to truly be in the bidding. **** Q Okay. Did you ever talk to him [Berk] again about the possibility of CBS licensing the Golden Globes for broadcast on CBS? A No. Q And since that conversation in which you

Relevance (Fed. R. Evid. 402 (Irrelevant evidence is not admissible)).

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10203

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

communicated the $25 million figure, have you spoken to anyone at the Hollywood Foreign Press Association about that proposal? A No. Q Were you surprised that he didnt get back to you? A A bit. Q Did you consider calling him? A I dont recall. Q But in any event, you didnt -- let me ask this question. Did you try to call him? A No. Q Did you try to set up a meeting with him? A No. Q Did -- as far as you know, did anyone at CBS either call Mr. Berk or anyone else at the Hollywood Foreign Press Association to try to set up a meeting with them about licensing the Golden Globes? A Im sure they didnt. Q Youre sure they did not? A Right. Correct. Q And youre sure of that because youre confident that if they had, you would know about it? A Correct. Moonves Depo. at 61:4-24; 62:3-25 (a) Lack of foundation/ Personal knowledge; (b) Relevance (Fed. R. Evid. 402 (Irrelevant evidence is not

Q Have you ever seen Exhibit 665 before, Mr. Moonves?

Moonvess testimony regarding his discussions with CBS employee Debbie Barak about the terms of the 2010 dcpNBC agreement is inadmissible because

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10204

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

A No.

Q The documents says -- at the top -- Golden Globe, November 3, 2010. And next to that, in different ink, it appears to say LM tel CF with Philip Berk. Does LM there refer to you? ****

A I would guess that it does.

admissible.)); (c) Hearsay (Fed. R. Evid. 801(c) (Hearsay is a statement, other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted.)).

Q Underneath the November 3rd, 2010 date, it appears to say Paying 17 million now, equal sign, NBC, and then NBC offer 22-23, 5 years. Does any of that jog your recollection about a conversation you had with Mr. Berk?

A No, it jogs a conversation I had with Debbie Barak.

Q Who is Debbie Barak?

A She is the head of our business affairs department.

Q And the conversation you had with Debbie Barak was to what effect?

A Debbie was the one who I worked with in preparing the numbers, et cetera. And she was the one who was involved with me on all the conversations internally about this deal. And I remember the conversation with her, saying something to the effect, Holy shit, we heard NBCs only paying $17 million. We offered 25, probably willing to go to 30. God they god a bad

it is not based on the witnesss personal knowledge of the terms of the agreement. Moonves did not review the dcp-NBC agreement, and there is no evidence that he discussed its financial terms with dcp or HFPA. (See Moonves Depo. at 13:1721 [testifying that the only thing Shapiro said to Moonves about the Golden Globes agreement was approximately when the deal was over]; 54:21-23 [testifying that Berk of the HFPA did not tell Moonves anything about dcps agreement with NBC].) In addition, Moonvess testimony regarding his and Baraks understanding of and reaction to the terms of the dcp-NBC agreement has no bearing on the contract interpretation issues presented in Phase I of this action. Finally, Moonvess testimony constitutes inadmissible hearsay in that his understanding of the terms of the dcpNBC agreement is based solely on what he and/or Barak heard from unidentified third parties.

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10205

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

deal. That was the recollection of the conversation.

Moonves Depo. at 63:2-72:2

That's a conversation you had with Debbie Barak? With Debbie, right. I don't remember a -- I may have had a conversation with Philip Berk; I don't remember it.

Anything else -- and do you believe, and I -- do these -- having looked at the document now, do these appear to be Debbie Barak's notes of a conversation? I -- I don't know, but I -- I would --

(a) Lack of foundation/ Personal knowledge; (b) Relevance (Fed. R. Evid. 402 (Irrelevant evidence is not admissible.)); (c) Hearsay (Fed. R. Evid. 801(c) (Hearsay is a statement, other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted.)).

Q A

If you don't know, you don't know. I don't know.

Is there anything else on Exhibit 665 that jogs your recollection about any of the conversation -any conversation you had with anyone other than Ms. Barak, about the Golden Globes, that you haven't already testified about? Not -- no. It says, "LM indicated he could get $30 million," and I would have. No, this is just -- as I said, this feels like her notes after our conversation about what happened with NBC.

Moonvess testimony regarding the handwritten notes of unidentified third persons is inadmissible because it is not based on the witnesss personal knowledge of the terms of the agreement. Moonves did not write the notes. (See Ex. 665 and Moonves Depo. at 63:1864:1 [notes referring to Moonves in the third person]; Ex. 666 and Moonves Depo. at 65:17-21 [Moonves testifying that he had never seen notes before and did not recognize the handwriting].) For the same reason, the notes are irrelevant to any issue in controversy. In addition, Moonvess testimony regarding the contents of notes written by unidentified third persons, which appear to memorialize discussions with other unidentified persons, constitutes multiple hearsay and is inadmissible.

You said -- does anything on Exhibit 665 cause you to recall anything about any conversation about the Golden Globes, other than with Ms. Barak, that you haven't already told me today?

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10206

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

The -- the only thing that is, potentially -- I'm trying to remember whether I had another conversation with Philip Berk because of this, and I may have.

Q A

But you don't remember? Well, I just -- you just asked me to look at this and see if it jogged my memory. And I'm saying that it sort of does, if I may say so, that I had a conversation with him about -- once again, reiterating: We would have paid more; this is what we heard.

Q A

When did you have that conversation? I -- I -- I'm not sure. It --

Might you have had the conversation on November 3rd, 2010? It may have -- it may have happened around then.

And have you ever seen Exhibit 666 before, Mr. Moonves? No, I haven't.

Q A

Do you recognize the handwriting? No, I don't.

This document appears to say again at the top, "Mark Shapiro"; in the blue ink, it says, "Get a shot at it"? Is that your reading? I'm not asking you to swear that's what it says but -Yes.

And then it appears to say again, "Our deal with

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10207

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

HFP - 50/50 partners - if renewed deal - HFP unfair - wants 75 percent - deal done before show airs or out of," appears to be, maybe, "business"? "Business," right.

"Average 21 million - 10 years." Does that -- do you agree with that -- I mean, I'm not asking you to swear to what it says. Yeah. The only -- the only --

Q A

Is that how you read it? The only -- the only word I might disagree with, because it doesn't make sense, "Our deal with HFP." That might be -- I would assume that meant Dick Clark Productions; not our deal.

Q A

Meaning not CBS's deal? Not CBS's deal, correct. But yes, that's --

Do you not recognize -- there appear to be two different -- I don't know if it's a different person, but two different handwritings on this, one in blue and one in green. Do you recognize either? I don't, no.

Do you recall having a conversation with Debbie Barak to this effect at any time? No, I do not.

Does this -- does Exhibit 666 refresh your recollection at all with respect to any conversation you had with Mark Shapiro? No.

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES

Case 2:10-cv-08833-AHM -FMO Document 286 #:10208

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NO.

MOONVES DEPOSITION EXCERPT

OBJECTION

EXPLANATION

Did someone at some point tell you that NBC was paying an average of $21 million over 10 years? I believe I heard that from somewhere, using the beginning at 17 number and ending somewhere higher.

Q A

But you don't recall where you heard it? I do not.

Does this Exhibit 666 refresh your recollection about a conversation you had with anyone -- I think I asked you about Mark Shapiro before, but does it refresh your recollection about a conversation with anyone? No.

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DEFS. OBJECTIONS TO DEPOSITION TESTIMONY OF LESLIE MOONVES