NANCI E. NISHIMURA (SBN 152621) FILED SAN MATEO COUNTY nnishimura@cpmlegal.com BRIAN DANITZ (SBN 247403) bdanitz@cpmlegal.com aw ANNE MARIE MURPHY (SBN 202540) amurphy JUL 0 3 2019 cpmlegal.com STEPHANIE BIEHL (SBN 306777) sbiehl@cpmlegal.com COTCHETT, PITRE & McCARTHY, LLP 840 Malcolm Road Burlingame, California 94010 Telephone: (650) 697-6000 Facsimile: (650) 692-3606 18 - CIV— 05380 CMP Complaint 1913111 Attorneysfor Plaintiff l l Dlillllllllllllll‘lllIll SUPERIOR COURT OF THE STATE OF CALIFORNIA 1o IN AND FOR THE COUNTY OF SAN MATEO 11 12 RIE HIRABARU RUBIN, CASE NO. 18-CIV05380 13 Plaintiff, COMPLAINT FOR: 14 v. 15 1. 16 17 PETERS, PETERS, AND ELLINGSON, PC, ANDREW RUBIN, and DOES 1-20, INCLUSIVE, 2. 3. 18 FRAUD, MISREPRESENTATION, FRAUDULENT CONCEALMENT; STEPHEN M. PETERS, Defendants. BREACH OF FIDUCIARY DUTY; AIDING & ABETTING BREACH OF FIDUCIARY DUTY; 19 4. BREACH OF CONTRACT; 5. NEGLIGENT 20 21 MISREPRESENTATION; 22 6. CONSTRUCTIVE FRAUD; 7. PROFESSIONAL NEGLIGENCE; 23 24 8. 25 26 DEMAND FOR JURY TRIAL 27 28 [REDACTED — PUBLIC VERSION] 0 LAW OFFICES COTCHETr, PITRE MCCARTHY, LLP DECLARATORY AND INJUNCTIVE RELIEF TO SET ASIDE PREMARITAL AGREEMENT; 8c COMPLAINT TABLE 0F CONTENTS Egg I. JURISDICTION AND VENUE .......................................................................................... 1 II. THE PARTIES 2 ................................................... ................................................................. .. A. Plaintiff ........................................................................................................................... 2 B. Defendants ................ C. I. ..................................................................................................... 2 Doe Defendants ................................................... ........................................................... 2 I III. AGENCY AND CO-CONSPIRATORS IV. BACKGROUND OF MARRIAGE AND PREMARITAL AGREEMENT 11 V. DRAFING THE PREMARITAL AGREEMENT AT THE REQUEST OF RUBIN 12 VI. RUBIN’S 13 VII. RUBIN’S BUSINESSES 10 BACKGROUND CONCEALED BEFORE MARRIAGE MARRIAGE 14 ............................................................................ ................... 3 4 ............................. 9 CONCEALED FROM PLAINTIFF DURING 11 ....................................................................................................................... 15 VIII. CREATION OF ESSENTIAL PRODUCTS, INC. DURING MARRIAGE 16 IX. RUBIN’S MISREPRESENTATIONS AS 17 X. UNENFORCEABILTY OF PREMARITAL AGREEMENT XI. STATUTE 0F LIMITATIONS.................................; XII. CAUSES OF ACTION 18 3 ................ 12 ...................... 13 ....................................... 16 ...................................................... 17 ...................................................................................................... 17 TO THE FAMILY HOMES 19 20 FIRST 21 22 23 24 CAUSE OF ACTION Fraud, Misrepresentation, Fraudulent Concealment ............................................................. 17 SECOND CAUSE OF ACTION Breach of Fiduciary Duty ..................................................................................................... 19 THIRD CAUSE OF ACTION 4 Aiding and Abetting Breach of Fiduciary Duty ....... ............................................................. 20 _ 25 26 FOURTH CAUSE OF ACTION Breach of Contract ................................................................................................................ 21 27 FIFTH CAUSE OF ACTION 28 Negligent Misrepresentation ........................................................................................ ......... 2 2 . 8 LAW OFFICES COTCHEIT, PURE & MCCARTHY, LLP COMPLAINT ' i SIXTH CAUSE OF ACTION Constructive Fraud [Ca]. Civ. Code § 1573] - .......................... ............................................. SEVENTH CAUSE OF ACTION PROFESSIONAL NEGLIGENCE .................................................................. ; .................... 22 23 EIGHTH CAUSE OF ACTION Declaratory Relief ................................................................................................................. 25 XIII. PRAYER FOR RELIEF XIV. DEMAND FOR JURY TRIAL .................................................................................................. ....................................................................................... 26 27 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 G LAW OFFICES COTCHETr, PITRE MCCARTHY, LLP & COMPLAINT ii Plaintifi RIE pg l. HIRABARU RUBIN (“Plaintifi” or “RIE”) hereby alleges as follows. This case an'ses fiom the conspiracy of Plaintifi’s husband Andrew E. Rubin (“RUBIN”) and Plaintifi’s attorney Stephen M. Peters (“PETERS”) induce Plaintifi‘to enter into a Premarital 2. to coerce and fi'audulently Ageement a few days before they were married. On October 20, 2009, just three days before her marriage to RUBIN and two weeks OWQOUIhUN before the birth of their child, Plaintifi‘ signed a Premarital Agccment at the request of RUBIN. The Premarital Agreement was unconscionable, capping spousal support and shipping Plainfifi of her community property rights under California law without informed consent. 3. O _ — _ During divorce proceedings which commenced in that her former attorney, PETERS, had repmcnted RUBIN, in his prior divorce. Plaintifi‘ was not aware of this pre-existing attorney-client relationship or of the extent of PETERS’ detailed .— N knowledge regarding RUBIN’s property and fl w detailed reality -— May 2017, Plaintifi‘ discovered which were not fully disclosed knowledge of RUBIN’s emvagant payments to at the time, his women for sex, or that PETERS was in working for the benefit of RUBIN, and to Plaintifi’s deu'iment. 4. Qu¥ assets By this action, Plaintifl‘ seeks to hold Defendants liable for fi'aud, breach of fiduciary duty, conspiracy, and professional negligence, and seeks cquitablc relief and a ._. Q declaration that the Premarital I. N—o— JURISDLCTION 5. CON Venue is Agreement .u NN proper in this County because Defendants live and/or perform business in Nb3 ‘N ¥ N {II NO NQ substantial part transactions complained of herein occurred in which is the subject of this claim 6. and unenforceable. fly VEELJE and around San Mateo County, and a N is invalid of the events, acts, omissions and San Mateo County. The Premarital Agreement was entered into in San Mateo County. Each Defendant has contacts with San Mateo County, and has purposely availed himself of the benefits and protections of San Mateo County, and does business in San Mateo County so as to render the exercise ofjurisdiction over it by the Superior Court of San Mateo consistent with mditional notions of fair play and substantial justice. 7. The amount in conuoversy exceeds the jurisdictional minimum of this Court. Nfl LAW OFFICE Pma mflwm“ Cm‘cH . , COMPLAINT 1 II. m THE PARTIES A- Plaintifi' RIE 8. HIRABARU RUBIN is an individual who at all fimes relevant herein resided in Portola Valley, and now lives in Burlingame, in the County of San Mateo. a Bachelor’s Degree in Communications. In 2007, when she met Defendant RUBIN, Plaintiff has Plaintifi‘ was OOOQQM$WN~ living in San Francisco Marketing Manager at in a condominium that she owned and .was working as a Creative Google in Mountain View, earning approximately $120,000 per year. In 2008, Plaintifl became Director of Marketing at Gaia Interactive, an online gaming company, earning approximately the same salary. Plaintifl‘ lcfi Gain in April 2008 pregnant with when she became RUBIN’s child. B. mfendants 9. Defendant STEPHEN M. PETERS (“PETERS”) is an individual residing in Menlo Park, the County of San Mateo, and who at all times relevant herein was an attorney licensed to practice law in the State of California. 10. Defendant PETERS, PETERS, AND ELLINGSON (“PP&E”) was a law firm and performed work in the County of Santa Mateo, California. times relevant herein, Defendant ll. NNNNNNNN——————n—a——— Defendant Upon information and belief, at all PETERS was a puruler at PP&E. ANDREW RUBIN (“RUBIN”) is an individual who at all timas Qau¥WN—°°N\IGM¥WN—o relevant herein resided in Portola Valley, in the technology engineer and entrepreneur. County of San Mateo, California. RUBIN co-founded Android, Inc. which was acquired by Google in 2005, where he became Senior Vice President of mobile and companies founded by MM worth increased fi‘om $10.3 million to 12. Does 28 Plaintifi‘ does not 1-20, inclusive at this time Plaintifi‘ will digital content. Other RUBIN include Danger, Inc., Playground Global, Redpoint Ventures, and Essential Products Inc. During the course C~ RUBIN is a of his marriage to a1 least $350 Plaintiff, RUBm’s estimated net million. know the true names and capacities of Defendants sued herein as and therefore sue these Defendants by such fictitious names. amend this complaint to allege their true names and capacities when ascertained. O LAW OFFICES Comm”, Prma & McCArnm LLP COMPLAINT 2 mAt all times relevant to 13. #WN Defendants were acting as the agents, Complaint, the Defendants and other potential alter ego, servants, of Defendant RUBIN and representatives their agency, this others, and were acting within the course and scopc of employment and/or joint venture, with the authorization and ratification, either employees, joint venturers, and/or full - knowledge, consent, permission, expms or implied, of the other Defendants in performing the acts alleged in this Complaint. \OOOQQM 14. In committing the wrongful acts alleged herein, each of the Defendants has pursued, or joined in the pursuit of, a common course of conduct, and have acted in concert with and 10 conspired with one another in furtherance of the improper acts and transactions that arc the subject ll of this claim. In 12 monies properly due to 15. 13 particular, certain Plaintifi‘ as Doe Defendants assisted RUBW in hiding and concealing community property. Each of the Defendants aided and abetted and rendered substantial assistance in the a knowing conspiracy to defiaud Plainfifi‘. In l4 wrongs complained of herein, as well as acted 15 taking such actions to substantially assist the commission of the wrongdoing complained of herein, l6 each Defendant, including the Does Defendants, acted with knowledge of the primary wrongdoing, l7 substantially assisted in the in accomplishment of that wrongdoing, and was aware of his, her or its 1 l8 overall contribution to l9 IV. 20 and furtherance of the wrongdoing. QACKGROUND 0F 16. Plaintifi‘and M9; M2 PREMARITAL fimflfll RUBIN were married on October 23, 2009. I 21 17. Prior to that time RUBIN and Plaintifi‘ had been going together for a few years on 22 and ofi‘ and RUBIN got Plaintifi‘ pregnant. Unbeknownst to 23 seeing other women at the time. 24 25 18. Defendant Plaintifi‘, RUBIN was dating and RUBIN insisted that he and Plaintifl‘ get married before the child was born and that a Premarital Ayeement be signed by Plaintiff or there would be n0 marriage. 26 27 28 LAW OFFICES WE'LPHIEJ: MCCARTHY. LLP COMPLAINT 3 AGREEMEN THEPRE ARIT V. TTHERE UE T FR IN _ 19. i153 In mid-2009, at the request of RUBIN, Plaintiff retained Defendants law firm, PETERS, PETERS and PETERS AND ELLINGSON, to provide her assistance regarding the preparation and execution of a Premarital Agreement to protect her interests. 20. Plaintifl' was directed to PETERS by her intended husband, Defendant RUBIN, who OOOQOUI-th-d represented that PETERS would provide Plaintifi‘ with legal assistance to draw up a prenuptial agreement. Plaintifl‘ relied upon RUBIN’s representations and rgtained PETERS as her attorney with respect to the Premarital Agreement. 21 _n O . When Plaintiff met with PETERS, PETERS assured Plaintifl' that he would provide a prenuptial agreement to protect her. 22. fl fl Plaintifl‘ relied upon PETERS’ representations and omissions and upon her reasonable understanding that PETERS would provide independent legal advice, untainted by any conflict of interest. 23. Unbeknownst to During the divorce, Lu, on Plaintifi‘, PETERS had represented RUBIN in his prior divorce. PETERS also filed a restraining order against RUBlN’s then-wife, RUBm’s behalf. Plaintifl‘ was not Ying-Lin aware of this pre-existing attomey-client relationship or of the extent of PETER’s detailed knowledge regarding RUBIN’s financial assets and past conduct, nor was Plaintifi' ever required to sign a conflict waiver. Indeed, based on his dealings qmuawfiggsasaazaa with Ying—Lin Lu and RUBIN in the prior divorce, PETERS would have been keenly aware that RUBIN wmch was subsequently acquired by Microsofi, a portion of which However, none of those shares appeared on the Exhibit “B” to the Premarital Agreement forth RUBIN’s Separate Property and valuable asset. In addition, as NNNNN disclose that he setting PETERS never mentioned the existence of this highly PETERS’ would have been aware, RUBIN concealed and did not owned a collection of watches, some of which are worth hundreds of thousands of dollars, as well as potential business arrangements as set forth below. 28 O LAW Wm'mm OFFICES MCCARTHY, ILP COWLAHTI‘ 4 Although some drafis of the Premarital Agreement appear to have been generated 24. by Plaintifi' and PETERS’ PETERS, in reality assistance. Accordingly, RUBIN was dictating the course of the ayeements with RUBIN was more than willing to pay for PETERS’ mm. On July 14, 2009, Plaintifi', at RUBIN’s request, wrote to RUBIN regarding the 25. OQQGMhWN-d Premarital Agccmcnt: ‘fPlease contact Steve Peters with base line on the doc, & authorize him to represent me.” 26. On July 16, 2009, RUBIN wrote that he called PETERS and “He will be representing you.” RUBIN then provided his “high-level review” of the drafi Iageement in place, including that “it’s a bad idea to have a cheaters clauge in the prenup.” line here is that I 27. am not interested in your money and you should not be interested in mine.” As the Premarital Ageement was being drafied, PETERS and RUBm communicated —- directly together without Plaintifi’s participation. protective of RUBIN’s interests and discussions centered around RUBIN should get. There was except with respect to her 28. Hills), property. on little PETERS was at all times what RUBIN wanted or what or no discussion of what Plaintifi deserved or should ask for own condominium is San Francisco. One item that Plaintifl‘ requested was that their home in Portola Valley (120 Golden which she was preparing qou¢u-o$§333§w5:5 He also wrote “the bottom for the arrival of their child, should be included as community PETERS resisted but ultimately ayeed the requwt should be made, as Plaintiff insisted this concession. 29. 0n August 5, 2009, PETERS prepared a drafi Premarital Agreement and sent it to Plaintifi‘to review with this memo: /// NNNNNNNN /// /// /// /// 28 O LAW OFFICB Comm, Prmaac MARTIN, LLP COMPLAmT 5 Staph": fl. Mn When M Pm Flam: [WW 80M: Wedlmday. August 6; 2009 6:59 PM To: Rio leabaru mm: PrunerlulAgraemun Subloa: Plump Agreement madoc HI Rla. mu-mm IhommatyouhavgorwmIoamdmmohmofmmdhmmmb mmmmmmt hmmmmum ONQOM¥WN~ Lomoknown‘you mm. orwbhbumutdmou. save That drafi carved out all of RUBIN’s Google stock options and waived any community property 30. fiom the acquisition of Android Inc. interest in those stqck options. On August 7, 2009, Plaintifl‘ responded to PETERS: “I believe [RUBIN] wants to have language around milestone bonus and stock options produced fiom the acquisition of the company, Android shall remain his solo property.” 3l RUBIN, . On August ll, 2009, Plaintifl‘ sent the revised drafi of the Premarital Agreement to stating: “I requested Stephen to add more precise language to protect your assets better. He requested that we go through this together so you can provide more specific language as terms, as qa‘mth—oeo—SSEGKGS'ZS he is not familiar with what you have as of yet. The one thing 120 Golden Hills to be considered common wealth . . . I added to the agreement the is Other than that, he [PETERS] put what he [PETERS] think you [RUBIN] want in there from your phone conversation with him.” 32. Unbelmownst to Plaintifi‘, PETERS was intimately familiar with RUBIN’s finances and was in reality working exclusively for the benefit of RUBIN through many phone conversations, not Plaintifi‘, and Plaintifi‘ was not receiving the assistance of an independent nnnnnnnn— attorney. 33. RUBIN refused to ayes to their Portola Valley home being community pmperty. Plaintifi‘ acquiamd to “taking out the line regarding the Portola house.” This was totally contrary ‘ to what RUBIN told Plaintifl‘ at the time of purchase as it was to be their married Home. 34. 28 O LAW mm, OFFICES PITKE& MCCARTHY. LLP On August 12, 2009, afier being adamant about the house not being theirs together, RUBIN informed Plaintifi' he would not marry her unless she gave up any interest in the house. COMPLAINT 6 —I Plaintifi‘ then informed PETERS that “their house” should not be treated as community property in the Premarital Agreement: “I talked to Can you get this done asap RUBlN-he really wants to keep his house his own asset when you get back? I just hit 7 months now, and would like to going asap.” She was concemcd about her pending 35. O&QGUI-bwh) were asking a 36. so I summarily rej ected by O to N .— U.) - 37. make the adjusunent when I dictating get bac .” what he wanted, was it was RUBIN which position would be accepted by PETERS who was supposed interests, but in reality was working for RUBIN. Agecment incorporating RUBIN’s changw: WW' mum m "MAW “mm MWM(MM ml To: QO‘M# will “W On August 20, 2009, PETERS sent Plaintifi‘ and RUBIN a redrafi of the Premariml sun; hi—l—tn—I I stating: of the Premarital Agreement. If Plaintiff pushed back in any way, be advocating for Plaintiffs best nun _ can’t say I’m surprised. The abqve “negotiations,” with RUBW simply typical of the drafiing I—a birth. At 9:00 a.m. the same day, PETERS agreed with RUBIN’s position, lot, get this o 'm1'1'55m 2‘ ml Nflydeb. mum“. mmmamwmbommMIMMMy. Wuhan WAma-mmanmmm N—n—n CO“ N.Ihmbnnwhryoubmammm. flywmodmlemh-ppybmm Mmmumuyoummymm m $2 A copy of the August 20, 2009 drafi Premarital Ageement is attached hereto as EXHIBLI: A, 38. N b) Although in the email above name a consulting attorney," MN MA in fact PETERS states “Andy, I have lefi a space for you to RUBIN had no need for a consulting attorney because PETERS was dmfiing the Premarital Agreement for RUBIN’s benefit and Plaintifi’s detriment. As demonstrated in the email below, RUBIN finally retained a consulting attorney, WQO‘ NNN LAW Wm-W& just Leslie Daniels, a few days before the Premarital Agreement was finalized on October 12, 2009. OFFICES MCCARTHY, LLP comLAm'r 7 mmmm,uzzmm.,mmmh m: m, mmmmmmmmwmmrmm-MWNde 1mm rmmwmmmmmmmmmw Tommuflmmmmm mmfiwmmm)mmrmmmm Halo mfi'flbfllflm. 1 000009 OWQOM#WN~ mmmwmflmmWWMafimm bycmaflhedfionwhldwwdoso. - Ilookbmudbwuldngwflwoumllim. Beam, Me m J. ‘ m 39. As both RUBIN and PETERS knew, with her due date fast approaching, Plaintifi‘ ~°°WQGM¥WN—O was increasingly vulnerable, in physical pain, quickly as possible so she and 40. and motivated to Sim the Premarital Agreement as RUBIN could get married before the baby was born. The prior version of the Premarital Agreement drafi by RUBIN favored RUBIN, by NNNNNSNN———u——~——~— fiom community property substantial wealth that would be accumulated by RUBIN 'excluding during the course of his marriage to Plaintiff. During the marriage, RUBIN’s net worth increased fiom approximately $10.3 million to $350 million, with Rubin acquiring numerous assets, including two houses in Japan, three houses in the United States, equity and ownership interests in companies, salaries, bonusw, stock options, earn outs, forbearance payments, commissions, and other business profits. 41. Adding insult to injury, the October 8 drafi capped spousal support at $10,000 a NOM#W month, which RUBIN arrived release 28 and waiver as limitation at by taking to all rights to Plaintifi's prior salary community and dividing it by 12, and added a property. This represented an extraordinary on spousal support and community property rights. When Plaintifi‘ asked PETERS O LAW OFFICES CmmmJ’rrusa: MCCAKI'HY, LLP COMPLAINT 8 about this change and whether that was all she was due under California law, PETERS did not advise Plaintifl‘ of all her rights under California law, or that Plaintifi could or should make a counterproposal for difi‘erent terms, or that Plaintiff could or should reject these material changw. 42. Instead, on October 9, 2009, PETERS wrote, on the telephone, PETERS said “I won’t stop you if you want to sip RUBIN would not marry Plaintifi' if she did not sign it.” Later, this drafi of the Premarital Agreement. Acting in ignorance of her rights, without the sound \OWQO‘MbWN— counsel of an independent attorney, Plaintifl‘ agreed to the without any change; and on October 12, 2009, new Premarital Agreement substantially PETERS wrote that Plaintifl' “will accept a 10K aficr tax cap” on spousal support. With this final provision in place, with PETERS’ assistance, RUBIN got everything he wanted in the Preman'tal Ageement, to Plaintifi’s substantial detriment. 43. With the agreement in place, RUBIN and PETERS had Plaintiff wait out the seven- day waiting period before signing the Premarital Agreement. However, the seven-day period was a sham because at the time Plaintifi‘, less already represented by her own counsel than two weeks before her due date, believed that she was — which she was not. The final Premarital Agecmcnt was unconscionable and took advantage of Plaintifi’s vulnerable position. 44. On October 20, 2009, RUBIN and Plaintifi‘ signed the Premarital Ayeement. A copy of the final executed Premarital Agreement 45. Plaintiff and attached hereto as is EXHIBIT B. RUBIN were married three days later to little fanfare at City Hall. qouhwsggsazaaxafizg I VI. R 46. IN’ BACKGROUND C0 D BEFORE Dun'ng her pregnancy, Plaintifl‘ was aware that RUBIN maintained contact with his former girlfriends and ex-wife. However, she believed, at the time that RUBIN was faithful to his fiancé and soon-to-be mother of his child. 47. Plaintifi later discovered that, just as Plaintifi, he-also concealed his numerous and sexual RUBIN concealed his business affairs fiom afi'airs. NNNNN /// /// /// 28 O LAW OFFICES cmcusrr, Prnum LLP mm, COMPLAINT 9 Plaintifi' discovered that 48. RUBIN had é secret life with afi'airs with multiple women, not just friendships with ex- girlfriends. hWN with other women, whereby other men. U! As RUBIN had, in his own words, “ownership” RUBIN would pay for their exfienses in exchange RUBIN Plaintiff learned, did this so that he could watch relationships for offering them engage them to in various sexual acts, often involving threesomes. OQOOQG (2915 mead :z ll ’ 3‘ 3' 12 V k i ' V ed y” ,‘ , . iglglnydt‘l like 1&th you . ’r :4 we m’yma'p'zfty. m pe‘: pie, sq 'yqu haye m bq u 13 14 15 l6 17 18 The sham 49. Premarital Agreement having been signed, RUBIN’s conduct soon l9 became increasingly flagrant. Rubin continued to view images and 20 women. Plaintiff is aware of at least five women with to read emails whom RUBIN had affairs. 21 well-documented in emails, texts, videos and photographs shared between from these other This conduct is RUBIN and these 22 women. 23 One of these women (“M”), was 50. 24 to be a sex ring. complicit with RUBIN in running “M” was a willing participant, who would agree to perform what appeared various sexual acts 25 with multiple men. This would be filmed for the enjoyment of RUBIN and other men. Afier these 26 orgies, RUBIN would himself have sex with “M” off-camera. 27 5 1. This flagrant and abusive conduct continued throughout RUBIN’s marriage to 28 Plaintifl‘ with O RUBIN expending many hundreds of thousands of dollars on these women. LAW OFFICES COTCHEI'I', WIRE 8: McCMm n", LLP COWLAINT 10 But 52. induced by for the sham Premarital Agreement, which was coerced and RUBIN and PETERS, RUBIN would never have been able to expend these huge sums on this debauchery. Without the sham ageement as a shield, the financial consequences of a divorce and OMQQUI#WN~ recourse to stop 53. marriage RUBIN w0uld have had to consider more importantly, Plaintifl’ would have had legal RUBIN fi-om wasting community property assets on his debauchery. M PLAINTIFF D D FR RUBIN’S BUSINESSES C NCE VII. fraudulently Just as he did at the time Plaintifi‘ entered into the Premarital Agreement, during the RUBIN kept Plaintiff in the dark as to his sourca of income, the amount of money the ' family had, and what 54. beyond until was being spent on. RUBIN concealed his income and Plaintifi‘ was not given access to accounts their joint payments it bank account. For instance, although afier she filed for divorce. Plaintiff never until knew how many accounts RUBIN had afier she filed for divorce, and even now does not understand the Plaintifi’s only source of cash was fiom the joint account, and if it full scope of his finances. ran out of money she had to ask RUBIN for permission for more. 55. qau¢853355335355:3 In February 2014, a “inappropriate relationship” with a his Google earnings into few months before RUBDJ depaned fiom Google for having an woman who worked under him,” RUBIN stopped deposifing into the couple’s joint account and instead had the earnings an account solely in RUBIN’s name. For the next year, individual account, and make selected directly deposited RUBIN would receive income into his payments fi'om that account. These included hundred§ of thousands of dollars in payments to other women. A redacted portion of one such statement of payments appears below: NNNN 28 O LAW OFFICE H1138: MCCARTHY. LLP CO‘I‘GIEIT, COMPLAINT l l In addition, to conceal his conduct, RUBIN also routed payments to thm women through his wholly owned company, Cosmotron LLC. 56. RUBIN never disclosed the family’s assets. He never disclosed how many bank accounts he had, or how he invested their money. Whenever Plainfifi‘ tied to talk with RUBIN @WflO‘MhWNI— about the family’s money, he would shut her down. 57. Just as he concealed information about his financial condition entered into the Premarital Agreement, this conduct assets, but also the details was dcsigned to when Plaintifl‘ conceal, not only his financial of his sexual excesses which involved hundreds of thousands in payments to those women. But for RUBIN’s concealment of his finances, and his coercing —- Plaintiffto enter into the sham premarital Agreement, with PETER’s assistance, Plaintifl would have had legal recourse to discover how community property was being used and could have stopped that RUBIN fi-om wasting community property assets on his debauchery. Had Plaintifi known RUBDI was concealing his assets and his u‘ue financial condition, she never would have entered into the sham Premarital Agreement. Had PETERS relationship with RUBIN, his lack of independence, the true state of RUBIN’s financial condition which was known to him, and the nature of RUBIN’s him, Plaintifi' never would have retained disclosed his attomey-client illicit sexual conduct which was PETERS and never would have entered into the sham Premarital Agreement. VIII. ~no~u¢wu—o$;33;;5§:c CREATIQN 0F EgEfllm PgODUCTS, INC. DURING 58. known to Dm'ing the marriage, RUBIN’s net worth increased WE fiom approximately $10.3 million to $350 million, with Rubin holding substantial interests in a number of companies. Among the many companies that RUBIN founded during the maniage, Essential Products, Inc. is one of the most prominent. RUBIN’s time and efi'ort while married resulted in the start-up bf this NNNNNNNN company which was valued at $900 million to $1 considering selling itself, including its billion about a year ago. Essential Products is patent portfolio and hardware products.‘ 28 O LAW omens COTGiEIT, PITIE Gt McCAmw, LL? mylwwwbloombugcom/news/arficlmmS-OS-W COMPLAM -rubin- hone-mnker—usential-is—uid-to-consider—ale RUBIN’S MISREPRESENTATIONS AS TO THE FAMILY HOMES IX. During the course of Plaintiff’s marriage, 59. of the purchases, the title RUBIN told Plaintiff that the homes were wou1d be jointly held by Plaintiff and purchased the properties and recorded the was not 0n the 60. RUBIN purchased title for title any of the properties 6 homes. At the time being purchased as “their home” and RUBIN. Unbeknownst t0 Plaintiff, only in his name. Plaintiff discovered that her after she in California. Both homes in name filed for divorce.‘ During the course of the marriage, two properties were purchased were purchased RUBIN in Japan and four Japan were sold and three of the four properties in California were sold during the course of the marriage: 0 10 15 Hidden Valley Lane, Woodside, is 11 CA 94062 was purchased for $23,000,000 in 2014 and currently on the market for $34,600,000? 12 13 14 15 16 17 18 0 19 120 Golden Hills Dr., Portola Valley, engagement for 5.8 million 20 in CA May 2009 was purchased during Plaintiff and and sold for $10.8 million RUBIN’s in April 2015.3 21 22 23 24 25 26 27 ' 28 2 8 3 LAW OFFICES COTCHETr, PITRE MCCARmy, LLP & RUBIN Woodside, California that was held by RUBIN, run by The bakery has since closed. https://www.apr.com/property/ l 9476 l3 13/ 1 5-hidden-valley-lane-woodside—ca-94062/ also built a $2 million bakery in maintained as a tax Plaintiff, and shelter. https://www.redfin.com/CA/Portola—Valley/ l 20-Golden-Hills—Dr—94028/home/2 l 968085 COMPLAINT l 3 The condominium 2013 and sold at 240 3rd St # 302, Los Altos was purchased for $3.75 million in May for $3.1 million in January 2017.1 10 11 12 13 14 The Martis Camp home was purchased 15 million in 16 for $8.1 million in April 2016 and sold for $7.2 December 201 7.2 17 18 19 20 21 22 23 24 25 26 27 28 1 e 2 LAW OFFICES COTCHETT, PITRE MCCARTHY, LLP 8c https://www.zillow.com/homedetails/240-3 rd-St—302-Los-Altos-CA-94022/ 1 2 1 042 l 62_zpid/ https://www.martiscamp.com/luxury-custom-homes/home- l 53/ COMPLAINT 14 o 1185 Manazuru, Manazuru-cho, Ashigarashimo-gun, Kanagawa—ken, Japan was purchased in 2012 and sold in December 2016.1 10 11 12 13 0 2803 Motoazabu Hills Penthouse: Tokyo Minato Ward was purchased for 1,343,250,601 14 Yen in 2013 and sold in January 2017 for 1,560,000,000 Yen. 15 16 17 18 19 20 l! 21 22 1‘51”! 23 24 25 26 27 28 6 LAW OFFICES COTCHETr, PITRE MCCARTHY, LLP ’ & https://jcrealty.j p/en/property/galleria-costa-kanagawa-ZO COMPLAINT l 8-06/ 15 X. QEEEEQRCEABJLTY 0F IHE PEMARITAL AGREEMENT 61 . During the divorce proceedings which commenced in May 2017, Plaintifi learned, for the first time, that PETERS represented RUBIN in connection with RUBIN’s prior divorce. The discovery was shocking. Contrary to PETERS’ and RUBIN’s representations OflQO‘M#WN—‘ would represent Plaintifi’s interest, that PETERS PETERS was incapable of providing independent legal advice due to the undisclosed conflict of intemt, and he did not protect Plaintifi’s interests in the drafiing of the Premarital Agreement. 62. Plaintifi‘ did not execute the Premarital sign the Premarital counsel. Ageement volfintarily as she was told to Ageement because Plaintifi‘ Was not at any time represented by independent To the contrary, at the time of the representation, PETERS and RUBIN concealed their attomey-client relationship in connection with RUBIN’s divorce. PETERS and RUBIN also concealed the extent of PETERS’ knowledge regarding other RUBIN’s financw and his payments to women. RUBIN and PETERS concealed that PETERS was not independent and in reality dmfied the Premarital Ageement for the benefit of RUBIN, not PETERS. RUBIN and PETERS coerced and fi'audulently induced Plaintifi‘ into entering into a sham Premarital Agreement. Additionally, at the time the Preman’tal Agreement was drafled and signed, Plaintifi‘ was pregnant 5nd in physical pain. Defendants took advantage of Plaintifi’s vulnerable condition to coerce and fiaudulently induce her to enter into the sham agreement without the benefit of independent NNNNNNNN~———p—————_‘ Q6M¥NN~°0NNGM#MN~° . assistance of counsel. Plaintifl‘ was told “Andy wants this signed or the marriage is off.” The agreement was signed on October 20, 2009, three days before the marriage of Plaintiff and RUBIN and two weeks before the birth of their child. 63. The agreement was also unconscionable when it was executed and, before execution ofthe agreement, because Plaintifi‘ was not provided a fair, reasonable, and full disclosure of RUBIN’s property or financial obligations. She was sent vafious emails and messages that were never fully understandable or 64. clear. Plaintifi‘ did not voluntarily and expressly waive, in writing, any right to disclosure of RUBIN’s property or financial obligations beyond the disclosure provided. 28 O LAW OFFICES Comm, Prrnza McCAmn', LLP COWLAINT ’ 16 Plaintifi‘ did not have, or reasonably could not 65. RUBIN’s property or financial obligations, PETERS was familiar with RUBINS’ represented as it was never have had, an adequate knowledge of fully explained to her finances because, unbeknownst to even though Plaintifl', PETERS RUBIN in his prior divorce. OWNGMAWN-fi 66. facts As a result of Defendants’ unconscionable conduct and concealment of material upon which Plaintifi relied in entering independence of Defendants $15119:le 67. Agreement, including the lack of PETERS and PP&E, Plaintifi‘ involuntarily entered into an unconscionable and sham Premarital XI. into the Premarital Ageement to her detriment and to the detriment of her child. OF LIMITATION§ AS APPLIED 1:0 ELAIEIIFF Section 1617 of the Uniform Prenuptial Agreement Act provides, limitations applicable to an acfion asserting a claim for relief under during the marriage of the parties to the ageement.” In addition, Complaint, including that prior divorce, “Any statute of a premarital agreement is tolled many of the facts alleged in this PETERS was not independent and that he represented RUBIN in his were not discovered until afier Plaintifl‘ commenced divorce proceedings 2017. Further, the stature of limitation is tolled in May under Code Civ. Proc., § 340.6(a) and Defendant Xfl-W PETERS executed a tolling agreement extending Plaintifi‘s’ time to file by 180 days. NNNNNNNN————n—o——a——~ FIRST CAUSE 0F ACTION QGM#WN—O\ONQGM&WN—O Fraud, Misrepresentation, Fraudulent Concealment (Against All Defendants and Doe Defendants) 68. Plaintiff realleges allegations contained in 69. prior paragraphs Prior to and afier retaining Premarital Agreement, Plaintifi‘, an and incorporates by reference, as if fully set forth hefein, the of this Complaifin PETERS to assist Plaintifi‘ in negotiating and drafting a RUBIN and PETERS represented that PETERS would be retained by would provide independent legal assistance, and represent Plaintifi’s interests with regard to the Premarital Agreement. 70. 28 Based on PETERS’ representation of RUBN in his prior divorce, RUBIN knew that this representation was false and misleading. In fact, PETERS and PETERS was at all I LAW OFFICES Cowman, Prune: MoCzumn', LLP COMPLAINT 17 ~ relevant times working for Premarital 71 . RUBIN and looking out for RUBIN's interests in connection with the Amement. RUBIN and PETERS made these misrepresentations and concealed these facts with the intent to induce Plaintifi' to enter into the Premarital Agreement and to surrender her rights to community property and adequate spousal support in that agreement. 72. OOOQQUI-wa Relying on RUBIN’s and PETERS’ representations regarding PETERS’ independence and the provisions of the Premarital Agreement, Plaintifi retained PETERS and entered into the Premarital Agreement, to her detriment. 73. ... O _ — nu- N Plaintifi’s reliance upon RUBIN’s and PETERS’ representations was reasonable. RUBIN was her fiancé and the father of her child. PETERS was an attorney with fiduciary duties to Plaintifl‘ who material. had expertise in Family Law. Defendants’ omissions and concealed But for these misrepresentations and omissions, Plaintifl' wduld not fact were have retained PETERS, would not have entered into the Premarital Ageement as drafled, and would have —u—- #0) retained another attorney for independent legal assistance. 74. Plaintifi‘, at the time these misrepresentations and failures to disclose occurred, and GUI ~— at the time Plaintifi‘ took the actions herein alleged, was ignorant of the and the existence of the facts that the Defendants falsity of the statements failed to disclose. If Plaintifl' had been aware of 00% c—n— the falsity of these statements or the existence of the facts not disclosed ._. 0 NO would not have taken the actions, as they did, in reliance by Defendants, Plaintiff on Defendants PETERS’ and RUBIN’s misrepresentations and omissions. 75. As a direct result of Defendants PETERS’ and RUBlN’s fi'audulent NI— NN misrepresentations and omissions, Plaintifi‘ has suficred and continues to sufi‘er Nw N .5 amount of which will be proven 76. damagu, the exact at trial. The misrepresentations and material omissions of Defendants PETERS’ and NM RUBlN’s were undertaken with the intent to deceive and injure Plaintifl‘ financially for the benefit NO of Defendants and this conduct was undenakcn NQ Plaintifi‘ so as to constitutn malice, fraud in conscious and reckless disregard of the rights of and oppression toward Plaintifi. Plaintiff is therefore N 0° LAW OFFICE Com: Prm; . MmflY um“ COMPLAINT , l8 entitled to punitive proven and exemplary damages against PETERS and RUBIN in an amount to be at trial. WHERBFORE, Plaintiff prays for judgment as set forth below. SECOND CAU§E 9E AQEION Breach of Fiduciary Duty PETERS and PP&E) (Against Defendants \OWNOM-fl 77. Plaintifi' re-alleges and incorporates by reference, as if fully set forth herein, the o allegations contained in all prior paragraphs of this Complaint. 78. At the time Plaintifi‘ employed Defendants as her attorneys, and thereafier, the most 10 confidential relationship existed between them and Plaintiff reposed the geatest confidence and ll u'ust in 12 to l3 Plaintifi‘s rights, l4 including their duty to zealously represent Plaintifl‘s interests regarding the Premarital 15 Because of the relationship between the 16 Defendants stood in'a position of fiduciary to l7 comply with the relevant standard of conduct and owed Plaintifi‘ the following 18 obligations, l9 Plaintifi‘ and her interests faithfully 20 Plaintifi‘ all legal remedies 21 Defendants as her attorneys. Defendants were obligated by the attomey-client relationship make full 79. disclosure to Plaintifi' of all material matters including legal and to deal fairly, justly, competently among others, Plaintifi‘ and issm which aflected and honestly with Plaintifi' in all matters, Defendants as client and attomeys, Plaintifi‘. As such, Defendants were required to and with undivided loyalty; and and benefits to which she was and to pursue and obtain for entitled. As set forth above, instead of representing Plaintifi‘s interests, PETERS RUBIN, encouraged consistently discouraged Plaintifi‘ fi'om asserting positions conuary to 23 Plaintiff to accept provisions that 24 inform Plaintifi of his disabling conflict of interest and lack of independence. 80. duties to represent Plaintifi‘ and her interests competently; to reprcsent 22 25 Ageemcnt. Defendant were unconscionable and against her interest, and failed to PETERS and PP&E failed to comply with the standard of conduct by inform Plaintifi‘ that they were conflicted in that they had a prior 26 failing, inter alia, to properly 27 attomey-clicnt relationship with RUBIN and would not and could not provide independent 28 LAW OFFICES Carmen, Pm“: MOCAmn', LLP COMPLAINT l9 assistance in connection with the Premarital Ag‘eement or that they would, as a result, provide inadequate advice regarding the specific terms of the Premarital Agreement 81 . dmfied by Defendants. Had Plaintiff known about the concealed conflict of interest, Plaintifi‘ never would have agreed to be represented by PETERS, would not have entered into the Premarital Agreement ONQGMhWNu—n as drafied by RUBIN and PETERS to Plaintifi’s detriment, and would have had legal recourse regarding the misuse of community assets. 82. As a direct and proximate rwult of the breach of fiduciary duty of Defendants, Plaintifi' has sufi‘ered, inter other economic a'lia, loss of community interest assets, payment of attomeys’ few, and damagw. Damages include, but are not limited to, the amount of the reduced community assets and financial lossw incurred as a result of the sham Premarital Amment, including “eamouts” related to Google’s acquisition of Android and other income earned during the course of the marriage, and the hundfids of thousands in community throughout the course of their marriage as payments to assets wasted by RUBIN RUBlN’s women and various other associates. 83. As a direct rault of RUBlN’s aiding and abetting PETERS’ breachw of his fiduciary duties to Plaintifi‘, Plainfifi‘ has sufi‘ered and continues to sufl‘cr damages, the exact amount of which will be proven at trial. 84. QOMhUN~OWNQQM&WN—IO In doing the acts alleged herein, Defendants conspired to and did act with NNNNNNNNfl————a—n—-~ recklessness, oppression, fraud, and malice, entitling Plaintifi‘ to an award ofpunitivc damages. WHEREFORE, Plaintifi prays for judgment as set forth below. 11m §AQ§E OF ACTLQN Aiding and Abetting Breach of Fiduciary Duty (Defendant RUBIN and Doe Defendants) 85. Plaintiff re-alleges and incorporates by reference, as allegations contained in all prior paragraphs 86. that of this Complaint. Defendant RUBIN was aware that Defendant duty to Plaintifi‘ by, among other things, if fully set forth herein, the PETERS was violating his fiduciary concealing their attorney-client relationship, concealing PETERS had represented RUBIN in his divorce, concealing that PETERS was intimately 28 O familiar with RUBIN’s financial assets and prior conduct, and withholding such information fiom LAW OFFICES comm”. mm a: MCCARTHY, LLP COMPLAINT 20 —- Plaintifi‘, and concealing that RUBIN was in reality working for the benefit of RUBIN, not Plaintifi‘. 87. impropricties PETERS’ RUBN knowingly and substantially assisted in that breach, by concealing the fiom Plaintiff, confirming the accuracy of false information, and by paying attorney’s fees. OflflGUIAWN 88. As a direct result of RUBIN’s aiding and abetting PETERS’ fiduciary duties to Plaintifi‘, Plaintifi‘ has sufi'ered and continues to sufi‘er breaches of his damages, the exact amount of which will be proven at trial. 89. .— O In doing the acts alleged herein, Defendants conspired to and did act with recklessness, oppression, fiaud, and malice, entitling Plaintifl‘ to an award of punitive damages. WIEREFORE, Plaintifi‘ prays for judgnent as set forth below. N—n ~— -F0 Breach of Contract (Against Defendants PETERS and #0.) fl— ._. u—t M Q TH AUSE O 90. Plaintifi‘ re-alleges PP&E) and incorporatas by reference, as if fully set forth herein, the allegations contained in all prior paragraphs of this Complaint. a contact for legal services with n—n \l 91. Plaintifi‘ entered into fl N 92. Plaintiff alleges thal the defendants’ conduct as material breach of their contractual PETERS and PP&E. dmribed above constituted a duties to Plaintifi‘ in the underlying representation. N—OW 93. N .— Plaintifi‘ performed all conditions precedent under the written, oral and/or implied contracts with each Defendant. 94. Defendants breached their contractual duties to Plaintifi‘ by the acts and omissions 88 as reéited in the first two causes of action herein. In particular, Defendants failed to act independently and failed to PETERS and PP&E honor the engagement for which they were 'hired—to independently drafi a Premarital Agreement in Plaintiff’s best interests. NNNNNWQGMh 95. As a direct and proximate result ofthc breach by Defendants oftheir contactual duties to Plaintifi‘, Plaintifi‘ has sufl‘ered the damages as recited herein. WHEREFORE, Plaintifi‘ prays for judgment as set forth below. LAW omcas Comm”, Prnu: Mm'm“ COMPLAINT 21 EIEIE QAUSE OF AQIIQE Negligent Misrepresentation (Against All Defendants and Doe Defendants) Plaintifi‘ re-alleges 96. allegations contained in all prior and incorporates by reference, as if fully set forth herein, the paragaphs of this Complaint. O”QO\M¥WNH Defendants, and each ofthem, 97. no reasonable ground to, when they made the representafions as alleged, had for believing that these representations Defendants’ representations as to were true, including, but not limited PETERS’ independence fiom RUBIN, that PETERS would provide competent legal assistance in connection with the Premarital Ageement and act in Plaintifi’s best interest. Defendants made the representations with the intent to induce Plaintifl‘ to take the 98. actions alleged herein. Plaintifi‘ relied damages an amount to be proven in Plaintifl’s reliance upon Defendants’ at trial, but believed representations and by Plaintifi‘ to be on Defendants’ representations—including the was banned causing several million dollars. representations regarding PETERS’ independence was a substantial factor in causing Plaintifl‘s harm. WI-EREFORE, Plaintifl‘ prays for judgment as set forth below. SIXTH CAUSE OF ACTION Constructive Fraud [Cal. Civ. Code § 1573] (Against All Defendants and Doe Defendants) NNNNNNNNu—o—u—nu—I—u—u—ua QOM#WN~°°WQQM#WN_° Plaintifi realleges and incorporates by reference, as if fully set forth herein, the 99. allegations contained in all prior paragraphs 100. Defendant PETERS had a confidential relationship with and owed fiduciary duties to Plaintifl‘ by virtue Agreement. of this Complaint. of his representation of Plaintifi' as her attorney in dmfiing the Premarital Defendant RUBIN had a confidenfial relationship with and owed fiduciary duties to Plaintifi‘by virtue of his being Plaintifi‘s fiancé and the father of her soon to be born child. 101 . Despite their fiduciary duties to Plaintifi' and despite having voluntarily accepted the trust and confidence of Plaintifl‘ with regard to the Premarital Agreement, and in violation of the relationship oftrust and confidence, Defendants abused the trust and confidence ofthe Plaintifi 28 O by: (i) concealing their prior attorney-client relationship; (ii) concealing that PETERS had LAW OFFICES Wm, Pn'u! & MCCAITHY, LLP COMPLAINT 22 represented RUBIN’s (iv) RUBIN in his divorce; (iii) concealing that PETERS was intimately familiar with financial assefi and prior conduct and withholding such information concealing that 102. RUBIN was in reality working for the benefit of RUBIN, not Plaintiff. Both of these Defendants colluded with the other in doing the QQQQUI#UJN— with the intent to deceive and defiaud Plaintifi‘, and concealed would misuse the position ofh'ust and confidence 103. fiom Plaintifl; and fiom Plaintifi‘ the fact that they to the detriment of Plaintifi'. Defendants did these acts with the intent to induce reliance by in fact reasonably rely acts herein alleged Plaintifi'. Plaintifi‘ did on PETERS and RUBIN and Plaintifi’s relationship oftrust and confidence ‘ in PETERS and RUBIN. 104. As a result ofthc fi'aud of PETERS and RUBIN as herein alleged, Plaintifihas been damaged, and continues to be damaged, in an amount to be proven at trial. 105. In doing the acts alleged herein, Defendants PETERS and RUBIN acted with recklessness, oppression, fi'aud, and malice, entitling Plaintifi‘ to an award of punitive damagw. WHEREFORB, Plaintiff plays for judgment as set forth below. SEVE H U E OF Professional Negligence (Against Defendants - TI N Legal Malpractice PETERS and PP&E) NNNNNNNN—n—Ir—t—a—tu—u—‘fi— 106. \IOMAUN—‘OOWQO‘MhuN—O Plaintiff re-alleges allegations contained in all prior 107. and incorporates by reference, as if fully set forth herein, the paragaphs ofthis Complaint. Upon his agreeing to and beginning to represent Plaintifi‘ in the matter, Defendants PETERS and PP&E assumed a duty to act with due care and to ensure that the legal services they provided met the standard of care observed by competent counsel, including the research, negotiation, preparation, drafiing to protect the interests 108. and execution of the Premarital Agreement in all regards in order of Plaintifi‘. Defendants PETERS and PP&B, failed to exercise reasonable cane and skill in performance of professional services for Plaintifi' to whom they owed the duty of compliance with the standard of care 28 by failing, inter alia, to inform Plaintifi‘ that PETERS was acting under a conflict of interest and could not properly advise Plaintiff as to her rights. O LAW OFFICES CUl'O‘lEIT.PlTIE& MW’. LLP COMPLAINT 23 V During the period of said representation, Defendants 109. exercise reasonable care, carelessly failed to skill, and diligence in PETERS and PP&E failed to performing their legal duties, and negligently and conform to the standard of care by committing the following errors and omissions, and by failing to conduct adequate research, discovery, investigation and preparation to OQQOM‘WN— adequately represent Plaintifl‘ in conformity with the applicable standard of care and in a nonnegligent and professional manner, as follows; Ayccmcnt for Plaintifi‘ and her former husband Defendants drafied a Premarital 110. which was defective and against her interact. The Agmement did not comply with the law, specifically, Family Code § l615(c), governing such agecments. Although the Agreement stated that Plaintifi'was represented chosen by interest. by “counsel of .. her . . .. own choosing,” in fact PETERS was RUBIN and neither RUBIN nor PETERS informed Plaintifi' of PETERS’ Nor was Plaintifi' given the statutory minimum time and advice to conflict of seek independent legal —~——I—I— “AWN—‘o counsel, between presentation and signing of the agreement, as Plaintifi‘ was fraudulently led to believe that PETERS was independent counsel. 1 1 1. ._; ax Plaintifi' Instead ofrepmscnting Plaintifi’s interwts, PETERS consistently discouraged fiom asserting positions contrary to RUBIN, encouraged Plaintifi' to accept provisions that were unconscionable and against her interest, and failed to inform Plaintifi' ofthe disabling conflict of interest. 112. As a direct and proximate result of PE'I'ERS’ and PP&E’s errors and omissions as set forth above, Plaintifi‘ has sufi‘ered community assets and financial NNNNNNNN-‘U—‘v— \IGUI#WN'-‘O\Ofl\l damages. The damages include the amount of the reduced losses incurred as Agreement, and the community assets wasted by a result of entering into the Premarital RUBIN throughout the course of their maniage, including, but not limited to, Google’s payments in cash and stock related to the acquisition of Android, and hundreds ofthousands of dollars in payments Had Plaintifi‘ known about the conflict of interest, represented by made to Rubin’s “owned” women. Plaintiff never would have agreed to be PETERS, would not have entered into the Premarital Ayeement as drafied by RUBIN and PETERS to Plaintifi’s detriment, and would have had legal recourse regarding the 28 misuse of community assets. O LAW OFFICE CO'IUIEIT, PHIE & MCCARTHY, LLP COMPLAINT 24 —n The above acts and omissions were below the standard of care and constituted 113. negligence in providing legal services in a Family Law matter. Thus, Defendants PETERS and PP&E have caused Plaintifi damages in an amount to be proven at u'ial and in excess of the minimum amount required for jurisdiction in this court. Plaintifi‘ now faces exposure for legal few, all as a mult of Defendants’ negligence. OOOQGMAWN WHEREFORE, Plaintifl‘ prays for judgment as set forth below. U E FA IG I Declaratory Relief (Against Defendant Plaintifi‘ re-allegcs 114. .- RUBIN) and incorporates by reference, as if fully set forth herein, the O allegations contained in all prior paragraphs of this Complaint. —- — a N fl w —- An actual contoversy has arisen and now exists between Plaintifi‘ and RUBIN. A 115. judicial determination is necessary Agreement is and appropriate at this time to determine whether the Premarital unenforceable as set forth above. nfi .— Eh .— O fdr Agreement is invalid and unenforceable. 116. Plaintifl‘ contends that the Premarital 117. The Unifonn Prenuptial Agecmcnt Act (§§ 1600—1 617), provides the requirements an enforceable prenuptial ageemcnt and the grounds for making the contract unenforceable. “\l —u Section 1615(c) of the — O NO N— B Nw Nh against UPAA provides: “(a) A premarital ayeement is not enforceable if the party whom enforcement is sought proves voluntarily.” “For the purposes . . of subdivision . [t]hat party (a), it shall was not executed voluntarily unless the court finds (1) did not execute the agreement be deemed that a premarital ageement in writing or on the record all of the following: The party against whom enforcement is sought was represented by independent legal counsel at the time of sigting the agreement or, afier being advised to seek independent legal coxmsel, expressly waived, in a separate writing, representation by independent legal counsel.” Under Section 1615(c) subsection (a), the premarital 118. enforceable went is also not if: NNN “QM (2) The agreement was unconscionable when it was executed and, before execution of the agreeman all of the following applied to that party: NOD LAW 0mm Mmflm Lu,“ COMPLAINT 25 (A) That party was not provided a fair, reasonable, and or financial obligations ofthc other party. full disclosure ofthc property (B) That party did not voluntarily and expressly waive, in writing, any right to disclosure of the property or‘financial obligations ofthe other party beyond the disclosure provided. - (C) That party did not have, or reasonably could not have had, an adequate knowledge of the property or financial obligations ofthe other party. OQQGM#WN— 119. Plaintifi‘ seeks a declaration that the Premarital Ayeement is invalid and unenforceable. WHERBFORE, Plaintifl‘ prays for judgnent as set fonh below. XIII. [BAYER FQR RELIEF WHEREFORE, Plaintifi‘prays for judgment against all Defendants as follows: 1. For compensatory damages according to proof; For punitive damages according For pre and post judgment to proof; interest; For a declaration that the Premarital Ageement is invalid and unenforceable; wspw'asww For an order enjoining enforcement of the Premarital Ageemcnt; For attorneys’ fees to the extent permitted by law; —--- For costs of suit incurred herein; and wqouASN—OGMQSGKUS:S For such other and further relief as the Court Dated: October 3, 2018 COTCHE y deem just and proper. cC NNN HY, * BRIAN DANITz ANNE MARIE MURPHY STEPHANIE BIEHL Attorneysfor Plainnfl NNNNN LAW OFFICES Com 1511', Pn'm-z a: MoCamn'. LLP COMPLAINT 26 —I XIVPlease take notice that Plaintifi‘ demands a trial b ury in this action. Dated: October 3, 2018 WflQGM-FWN STEPHANIE BIEHL Attorneysfor Plaintlfl LAW OFFICES CWET-WGr MCCARTHY, LLI’ COMPLAINT 2'7 EXHIBIT A ‘ PREMARITAL AGREEMENT ANDREW RUBIN (“Andy”) and RIB HIRABARU (“Ric”), refund to below as “the Parties,” agree as follows: Recitals This Agreement is made with reference to the following facts, which the Parties agee tobetrue: The i. Parties are entering into this Amement in contemplation of marriage. No date has been set for the wedding. Rie ii. is currently pregxant. expected to be born on or about iii. Andy is the father of the unborn child. The child is November 4, 2009. Andy was previously married, and has no children. Ric was previously married, and has no children. Neither Pany has any physical or mental disability that would render him or her iv. incapable of executing this Agreement. Andy v. is currently employed by Google, receiving a salary of 3275,00 per year, plus bonus, stock options, and benefits. Ric At the time this agreement vi. is is not currently employed. executed neither Party has any interest in property owned by the other or income payable to the other. Neither Party owes the other money nor has any financial obligation to the other. vii. The Partiw they currently intend this Agreement to: (1) own and that they may acquire during marriage; I Premarital define their re5pective rights in property Agreement for Andrew Rubin and Ric Hirabaru (2) define the interests each will acquire in the income and property of the other because of the marriage; (3) define their respective rights to spousal support in the event that either brings a proceeding to termifiate the Parties’ marriage or for legal separation. THEREFORE, for good and valuable consideration, including, without limitation, the mutual promises, conditions, and agreements set forth herein of the and the contemplated marriage Parties, the Parties agree as follows: Effective Date of Agreement: This Agreement will 1. Parties on the date of their marriage and only married, this marriage takes place. Until the Parties arc if their Agreement will be of no force or effect. Applicable Law; The Parties agree that 2. become effective between the this Agreement will be governed by and construed in accordance with the laws of the State of California, including but not limited to the “Uniform Premarital Agreement Act” as enacted in California Family Code sections 1600-1615. Disclosures: Each Party acknowledges that under California law, before executing 3. this Agreement, he or she has the obligation to provide to the other Party a full disclosure of the property and financial obligations of the Party and that obligation. reasonable, and that they have fulfilled A copy of Andy’s statement of his financial condition is attached to this Ageement as Exhibit A and a copy of Rie’s Parties further fair, acknowledge that the statement is attached hereto as Exhibit B. The amounts shown on their respective exhibits are approximate and not necessarily exact, but they are intended to be reasonably accurate and are warranted to be the best estimates disclosure of those amounts. Each Party acknowledges that he or she made by the is satisfied with the other Party and expressly and voluntarily waives any right to disclosure s of the other Party’s assets and obligations beyond that provided in the statement attached hereto. 2 Premarital Agreement for Andrew Rubin and Ric Hirabaru 4. Separate Property of Each Party: Except as otherwise provided each Party agrees that the separate property of the'other shall include before marriage, all all in this Agreement, property the other owned property the other acquires during marriage by gifi, inheritance, devise, or bequest, as well as all rents, issues, separate property. Each Party profits, increases, appreciation, and further agrees that a mere change income from the in the title or other’s form of the other’s separate property shall not modify the other’s separate property interest in the property unless the Parties comply with the laws concerning agreements for the transmutation property in effect in California at the time of the change in 5. title of the character of of form ofthe property. Party’s Efforts After Marriage on Party’s Separate Property: Each Party agrees that the time and effort the other Party spends aficr marriage in managing, maintaining, improving or investing his or her separate property shall not create a community separate property or the create a community 6. income fi'om interest in the that separate property, despite California interest in that law which might absence of this Agreement. Party’s Efforts After Marriage on Other Party’s Separate Property: Each Party agrees that the time and efi‘on the other Party spends afier marriage in managing, maintaining, improving or investing the other Party’s separate property shall not create a community in that separate property or the might create a community ' 7. income fi'om interest in the that separate property, despite California secured by separate property of the borrower. The Agreement for from loan is loan proceeds shall be the borrower’s separate may intend that the loan will be repaid from community income 3 Premarital that may obtain a loan to purchase or improve property, which property, even though the lender law which absence of this agreement. Property Acquired with Borrowed Funds: Each Party acknowledges time to time the other Party interest Andrew Rubin and Ric Hirabaru Any property or interest in property acquired with such borrowed funds and any or assets. property that secures the loan will remain the borrower’s separate property. community property shall be entitled to Parties’ reimbursement from the borrower to the extent community income or assets are used to pay a loan of the type described Debts of Party: Except as otherwise provided 8. The by or related to the separate property of one Party shall in this in this paragraph. Amemcnt, all debts secured be the sole responsibility of that Party pay fi‘om his or her separate property. Such_ debts include, but are not limited to, to mortgages, property taxes, property insurance, and maintenance expenses for real property. All unsecured obligations of either Party, no matter when incurfed, shall remain the sole and separate obligation of that Party. Payment of Debts of Other Party: To the extent one Party pays the 9. obligations of the other, the Party who paid the obligation shall separate be reimbursed by the obligated Party. 10. Property Acquired After Marriage: All property acquired aficr marriage name of both Parties that is titled in the name of both panies property, as will all fiJmiture, electronic devices, 1 shall 1. Income that is Community: shall in the be considered their community and vehicles acquired by either Party. All income earned by either Party during the marriage be community property, as provided under the laws of California. 12. Agreements regarding Specific Assets: a. Ric’s home located at 76 Ramona Avenue, San Francisco, CA: Andy agees that, immediately prior to or afier marriage, he will pay off all encumbrances on Ric’s home, a sum of approximately . Premarital $680,000. Upon payment of the encumbrances on the home, Ric 4 Agreement for Andrew Rubin and Ric Hirabaru will deed the property to Andy and herself as tenants in common, with Andy holding a 40% undivided interest as his separate property and Ric holding a 60% undivided interest as her separate property. b. Andy’s stock options with Google derived from the Corporation: Andy shall retain as his separate property all sale of his interest in Android stock options, vested and unvcsted, in Google he received in compensation for the sale of his interest in the business known as Android Corporation. Ric waives her right to any in said stock options that might otherwise accrue as a result community property of vesting interest that occurs during the marriage. l3. as they are married and are permitted to do so under the laws of the United States or California. The income tax due with respect to any suchjoint return shall first be paid from a Party’s separate property, to the extent that such liability arises from the separate l4. so long Income taxes: The Parties will filejoint federal and state income tax returns Transfers between Parties: Nothing in this Agreement income of said shall prohibit Party. one Party from transferring, selling, gifiing, devising or bequeathing property to the other Party or to limit the other’s right to receive promised the other to and hold such property. The Parties acknowledge that neither has bequwt property to the other, except as transfer, sell, gifi, deviée or provided in this Agreement. 15. Commencement of Community Property: The Parties agree that the accrual of “community property” approximate date That is, shall commence on the effective date l, 2009, representing the when Ric retired from her employment with Google due to her pregnancy. for determining the extent of the Parties’ community property 5 Premarital of April Ayeement for Andrew Rubin and Ric Hirabaru estate, the Parties shall deem April l6. 1, 2009, as their date of marriage. Spousal Support: The Partiu meme their respective rights to Spousal support, as provided under California law. 17. Execution of Documents: Each Party acts reasonably required to carry out the purposes l8. Parties Agreement and all of this Agreement. their respective heirs, assigns, representatives, executors, and administrators and in interest. Modification, Revocation or Termination: This Ageement may be altered, amended, modified, revoked or terminated only by an instrument this documents and perform and Persons Bound: This Agreement shall bind the Parties to the any other succwsors 19. shall execute all in writing expressly referring to Agreement, executed and signed by both Andy and Rie, and by no other means. Each Party Agreement was modified, waives the right to claim, contend or assert in the future that this canceled, superseded, or changed of conduct, or estoppel. by oral agreement, course 20. Invalidity; Severability: If any term, provision or condition of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in fill] force and effect and shall in no way be afi‘ected, impaired or invalidated. 2 . Representation of Andy: , fully advised who is Andy has been represented in this matter by licensed to practice in California. He acknowledges that he has been concerning his legal rights and obligations under this Agreement by that counsel. 22. Representation of Ric: Ric has been represented in this matter 6 Premarital Amement for Andrew Rubin and Ric Hirabaru by STEPHEN M. t." ; PETERS, of PETERS, PETERS acknowledgw that she has been & ELLINGSON, who is licensed to practice in California. fully advised concerning her legal rights She and obligations under flfis Agreement by that counsel. 23. Preparation of Agreement: Parties The Agreement is the product of negotiations by both and the Parties agee that the rule that provisions of an agreement are construed against the drafier of an agreement 24. Captions: The shall not apply in interpreting this Agreement. captions of various paragraphs and sections of this Agreement are for convenience only and are not intended to be construed as part of the text of the Agreement. 25. Voluntary this entire and Informed Consent: Each Party acknowledges that he Agreement and understand the contents of this Agreement; that the or she has read Agesment is fair and equitable; that he or she has entered into and signed this Agecment voluntarily, free from duress, fraud, undue influence, coercion, or misrepresentation of any kind; and that he or she waives any right to rescind or set aside this Ageement except upon a finding that there has been an actual misrepresentation, knowingly made with intent to defi'aud. 26. Entire Agreement: This agreement Parties with respect to its subject matter constitutes the entire agreement and supersedes all prior written or oral agreements or understandings between them. Dated: Dated: ANDREW RUBIN RIE'HIRABARU Dated: Dated: ' STEPHEN M. PETERS Attorney for Andrew Rubin Attorney for Ric Hirabaru 7 Premarital Ayument for Andrew Rubin and Ric Hirabaru between the EXHIBIT SEALED PURSUANT TO COURT ORDER