A Summary of the Legal Case Between Bryan Johnson and Taryn Southern

4/6/2021

$9MM demand from Diane Cafferata

Diane Cafferata, Southern’s attorney at Quinn Emanuel, asserts a host of allegations and potential claims, demanding $9MM plus an extension to exercise stock options within one week or they will sue publicly and Taryn Southern will embark on a public campaign about Mr. Johnson. The letter threatened that, if Mr. Johnson did not pay immediately, Ms. Southern would “re-focus on developing her book, which includes taking meetings with publishers, who have been requesting appointments and expressed interest for months.” Pg. 11. The letter said: “At this point, [Ms. Southern] can still modify the content of the project and carve Mr. Johnson out of the narrative, but time is of the essence.” Pg. 11.

4/13/2021

Email from W&C to Cafferata

Williams & Connolly emails Cafferata advising that they are representing Mr. Johnson in this dispute, have just been retained to do so, and will respond once they have gotten up to speed.

4/23/2021

Cafferata to W&C

Threatening, “if we have not received a substantive and productive response ‐ meaning one that convinces us of Mr. Johnson’s true intent to resolve this through a reasonable settlement ‐ by close of business on Friday, April 30, 2021, the window for negotiation will close. Ms. Southern will move forward immediately with her book and related projects.”

4/30/2021

W&C to Cafferata

Advising Southern’s attorneys that they misapprehend the facts, including the full release and non-disparagement provision that Southern signed with the assistance of counsel concerning nearly every allegation in the 4/6/21 letter.

6/23/2021

Cafferata to W&C

Southern’s attorneys write that she has been “very busy” with various public engagements, her “book deal is imminent,” and she had launched a podcast that prompted several interview requests. “To date, she has remained vague and skirted answering the questions openly and completely, despite being under no obligation to do so. Her patience on that front has worn very thin . . . .” They also write, “Should Taryn be forced to bring her claims in court, not only will it prevent us from reaching a confidential settlement, as I explained in my letter, but it will empower other women to tell the truth about, and perhaps bring their own claims against, Bryan. (Perhaps that is why he hired W&C.)” The letter threatened that Ms. Southern would “utilize her platform to help other women who have endured similar abuse and toxic treatment from Bryan and others like him.” It went on to note the “great deal of popular interest in accounts of wealthy men engaging in the tortious narcissistic manipulation of their romantic partners.” They suggest a call to discuss resolution.

7/9/2021

Call between W&C and Quinn Emanuel

Lengthy call between counsel. Johnson’s attorneys ask for some evidence to substantiate or corroborate the allegations, which thus far do not sound credible and in any event were released.

8/20/2021

Cafferata to W&C

Southern’s lawyers attempt to explain away the Separation Agreement she signed as invalid. (Johnson ultimately will prevail on this issue, defeating her claims in their entirety.) They claim that they “did not expect your client to attempt to rely on this document” and express that they are “confident a California court would find this agreement unenforceable against Ms. Southern.” They then reprise their demands and attempt to avoid the fact that their threat to sue had been sitting idle for several months: “So both sides come prepared to this conversation, we think it is worth noting that some of the delay on our end here was talking with Ms. Southern to convince her to allow us one more chance to speak with you about Mr. Johnson and his companies’ potential exposure here. Over the course of the last six months, Ms. Southern’s disappointment and frustration at Mr. Johnson’s unwillingness to take responsibility for his and his companies’ actions and how they harmed her has grown exponentially.  Mr. Johnson’s flippant response thus far has only cemented her desire to litigate and set the record straight about his false narrative. But she has allowed us one more opportunity to try to resolve this privately, so this is Mr. Johnson’s last chance to participate meaningfully in an informal resolution process, as well as his last opportunity to be sure he can enter into a confidential settlement agreement.”

8/27/2021

Cafferata to W&C

Southern’s attorneys follow up again asking to have a call.

8/30/2021

W&C to Cafferata

Johnson’s attorneys respond that they will speak to their client the following week and reiterate their request for “any documents that support your narrative” so they can consider them.

9/3/2021

Quinn to W&C

Southern’s attorneys send a tolling agreement, saying “they are not comfortable with waiting any further, and with there not being any meaningful negotiation as of yet.” They write that unless it is signed by September 9, 2021, to consider the negotiations “closed.”

9/8/2021

W&C to Quinn

Johnson’s lawyers write back rejecting the tolling agreement and pointing out that Southern has provided no evidence to support any of her claims.

10/6/2021

LTL to W&C

Southern, through new counsel at LTL, writes with a new tolling agreement and a copy of a complaint, advising that unless the tolling agreement is signed in the next three hours, she will file the complaint.

10/6/2021

Wilson to LTL

Johnson’s attorneys write back rejecting the tolling agreement and reminding Southern of the hazards of proceeding with the lawsuit.

10/6/2021

Complaint

Southern’s complaint is filed in the Superior Court for the State of California, Los Angeles County, asserting 8 causes of action: (1) breach of a “Marvin Agreement for Lifelong Financial Support”; (2) breach of “Marvin Agreement to Share Asset”; (3) “Breach of Oral or Implied Agreement to Pay Stipend”; (4) “Unjust Enrichment”; (5) “False Promise”; (6) “Quantum Meruit”; (7) “Promissory Estoppel”; and (8) “Intentional Infliction of Emotional Distress.”

2/4/2022

Order compelling arbitration

The trial court enforces the arbitration provision in Southern’s contract, in part, requiring the parties to arbitrate their disputes and staying the other claims pending completion of the arbitration.

8/11/2022

Order re: Rule 27 Requests

The arbitrator, Retired Superior Court Judge Lesley Green, grants Mr. Johnson permission to file a motion seeking summary judgment based on the release signed by Ms. Southern. In the same order, Judge Green denies Ms. Southern’s request to seek summary judgment on Mr. Johnson’s counter-claim alleging that Ms. Southern engaged in attempted extortion by threatening to publicly make damaging statements about Mr. Johnson unless Mr. Johnson paid money.  As Judge Green recognized, “Mr. Johnson’s extortion claim is based on a threat to “go

public” including in a book authored by Claimant and media interviews.”  Pg. 2.

12/8/2022

Order enforcing the Separation Agreement

The arbitrator issues an order enforcing the settlement agreement. In her December 8, 2022 order, the arbitrator, Judge Green, thoroughly and completely rejected all of the accusations made in Ms. Southern’s effort to avoid the release she had already signed with the assistance of counsel. Of note, she found that Ms. Southern’s “undisputed conduct and testimony refute her” own claims. Judge Green also pointed out that Ms. Southern had several months to consider the release; she successfully negotiated for changes to the release; both before and after entering into the separation agreement, she negotiated and agreed to other contracts with Mr. Johnson, which she had not sought to rescind; she “sought and received legal advice throughout the process form experienced lawyers;” received valuable consideration in exchange for the release; and “freely relinquished any claims against [Mr. Johnson] and his companies, and she did not believe she had any such claims, despite consulting counsel.” Order at 6-7. Judge Green went on to say that Ms. Southern’s argument that she was impaired in her ability to evaluate the release “does not seem plausible.” Pg. 11. And Judge Green found that Ms. Southern’s claim that Mr. Johnson defrauded her into entering into the release was “undercut by” Ms. Southern’s own “representation.” Pg. 12. Finally, Judge Green rejected Ms. Southern’s claim that neither she nor Mr. Johnson understood what a “stock option” is, writing: “The bona fides of this claim are highly suspect to begin with inasmuch as both she and Johnson are intelligent and well-educated individuals, with experience in business and with start up and small corporations.” Pg. 14.

1/26/2023

Motion for Fees and Costs

Johnson files a motion with Judge Green seeking an order requiring Ms. Southern to pay the fees and costs that he incurred in the litigation. As Mr. Johnson explains, the relevant arbitration agreement contains a fee-shifting provision requiring the losing party to pay the winning party’s fees. Mr. Johnson’s brief explains how, in response to Mrs. Southern’s extortionate demand letter, Mr. Johnson engaged Williams & Connolly. Pg. 4. His counsel continually raised the Separation Agreement in which Southern waived all of her claims, but Southern’s attorneys continued to make extortionate demands. Pp. 4-6. After Ms. Southern sued, Mr. Johnson immediately moved to compel arbitration, and then sought to dismiss the case based on the Separation Agreement. Pp. 6-7. Ms. Southern insisted on conducting time-consuming discovery, during which her counsel questioned Mr. Johnson about his personal faith and that of his family members. Pp. 7-9. After Mr. Johnson won dismissal of Ms. Southern’s claims, he attempted to settle the dispute. Ms. Southern threatened that she would pursue continued litigation against Mr. Johnson if he did not pay her $350,000, even though he had just won dismissal of all of her claims. Pg. 11.

3/31/2023

Final Award, including awarding attorneys’ fees

The arbitrator enforces the fee-shifting provision in the arbitration agreement, directing Southern to pay Johnson $584,199.16.

4/13/2023

Petition to Confirm Arbitration Award

Mr. Johnson files a short petition seeking to confirm the arbitration award. Courts are permitted to vacate arbitral awards only on narrow grounds, and Mr. Johnson argues that, because none of those grounds applied, the award should be confirmed.

5/8/2023

Petition to Vacate Arbitration Award

Ms. Southern files a petition to vacate the arbitration award. The petition to vacate argues, among other points, that the arbitral award was procured through misconduct. Her attorneys wrote that the arbitrator had “predetermine[d]” the arbitration against Ms. Southern. Pg. 29. And her attorneys wrote: “Requiring Ms. Southern to prove outright bias or corruption would impose an impossible burden. No doubt Mr. Johnson, worth hundreds of millions, and his counsel, who represents ‘major defense contractors’ in disputes over ‘billions of dollars,’ are sophisticated enough to conceal any overt corruption. But the proof is in the pudding.” Pg. 30.

5/19/2023

Email to LTL

Mr. Johnson’s counsel informs LTL that they plan to seek sanctions for LTL’s unfounded accusations of corruption, and demands that LTL withdraw its claims. Mr. Johnson’s counsel attach a draft motion for sanctions against LTL attorneys.

6/8/2023

Reply in Support of Petition to Vacate

In their reply brief in support of vacatur, Ms. Southern and LTL double down on their claim that Mr. Johnson procured his victory through corruption. They write: “Indeed, the Arbitrator was careful to put forward the appearance of impartiality, while at the same ensuring Ms. Southern received none of the actual fairness to which she was entitled – competent indirect evidence of bias.” Pg. 21. And they contend that, when the arbitrator did rule for Ms. Southern on some procedural issues, that was only to “conceal[] her bias hoping to shield Mr. Johnson’s pre-determined award.” Pg. 22. They also speculated that Judge Green may have been “motivated by a desire to attract future business from Mr. Johnson’s counsel at Williams & Connolly.” At 23. And they claimed that there was “no reasonable, innocent explanation for why a competent, impartial, unbiased, and uncorrupted Arbitrator would so consistently rule contrary to the law and facts, and in favor of Mr. Johnson’s interests, as the Arbitrator did here.” Pg. 24. They said it was “more likely than not that corruption, fraud, or other ‘misconduct’ motivated the award against Ms. Southern.” Pg. 25.

6/12/2023

Motion for Sanctions

Mr. Johnson’s counsel files a motion for sanctions against David Grimes and LTL for “accus[ing] Judge Green of conspiring with Mr. Johnson and his lead counsel to commit a felony.” Pg. 3.

6/16/2023

Email to LTL

Mr. Johnson’s counsel informs LTL that they plan to seek sanctions for LTL’s doubling down on accusations of corruption, and demands that LTL withdraw its claims. Mr. Johnson’s counsel attach a draft motion for sanctions against LTL attorneys.

7/10/2023

Motion for Sanctions

Mr. Johnson’s counsel files a motion for sanctions against Caleb Liang and LTL for “repeatedly accus[ing] Judge Green of corruption.” Pg. 3.

9/8/2023

Hearing before the Superior Court on the Arbitration Award and Motions For Sanctions

At the hearing on the motions, which Ms. Southern attended in person, Judge Escalante stated, “I found the unsupported allegations against the arbitrator to be just really completely and totally unacceptable and I haven’t decided exactly what I am going to do in terms of these motions for sanctions. . . . at the very least there is going to be a strong admonishment for including that kind of material that has zero support, zero evidence to support any of it. It’s just -- it’s shocking, frankly, to see and of that, those allegations in the papers.” 9/8/2023 Tr. at 22.

9/29/2023

Order confirming the arbitration award and sanctioning Southern’s counsel

The Superior Court confirms the arbitration award in full and denies Ms. Southern’s competing motion to vacate the award, which included the specious allegation that Mr. Johnson and/or his lead counsel bribed the arbitrator.  The Superior Court also sanctioned Ms. Southern’s counsel in the same decision for advancing frivolous arguments.  In reviewing the arbitrator’s decision, the Court concluded:  “The arbitrator noted the following facts were undisputed:  plaintiff had three months to consider the agreement, and had negotiated changes to it; plaintiff received legal advice throughout the process from experienced attorneys; plaintiff’s claim of undue pressure by defendant was belied by the fact that the alleged pressuring phone calls took place five days before she actually signed the agreement; plaintiff negotiated and entered into other contracts with defendant at around the same time; plaintiff received consideration in exchange for the release; and plaintiff knowingly and willingly relinquished any claims” against Mr. Johnson.  Order at 15.  “The arbitrator found there was no basis for plaintiff’s defense of undue influence.  There was no confidential relationship between plaintiff and defendant at the time the release was executed because their relationship ended and each side had hired counsel to represent them in connection with their disputes.  The arbitrator also concluded that none of the factors that are relevant to undue influence were present in the transaction.  The arbitrator set forth her analysis of each of the factors and the relevant case law pertaining to each in detail in the order.”  Order at 15.  “The arbitrator further concluded plaintiff’s affirmative defense of fraud was without merit.”  Order at 16.  “Plaintiff also claimed she had the right to rescind the release on the ground of mutual mistake because both she and defendant did not know the difference between stock options and stock.  The arbitrator found there was no triable issue on that issue given that defendant has an MBA from the University of Chicago; had decades of experience in the business world; and accurately described his understanding in the deposition testimony that plaintiff relied on in support of his defense.”  Order at 16.  The court considered and rejected Ms. Southern’s many challenges to the arbitrator’s decision (on the merits, on attorneys’ fees, and on a number of other issues).  The Court deemed Ms. Southern’s argument that the award was procured by corruption, fraud or misconduct as “FRIVOLOUS.”  Order at 32.  The Court ruled, “Plaintiff has no evidence to support these charges” and “rejects plaintiff’s arguments out of hand.”  Order at 32.  The Court nonetheless explained, “But the court has read the [arbitrator’s] orders, and while it would be inappropriate for the court to engage in an extensive analysis of them given the clear mandate prohibiting the court’s review of an arbitrator’s decisions except when authorized by statute, the court found the substantive rulings to be well-reasoned and based on authority.  The discovery rulings also appear to be appropriate and as expected.”  Order at 33.  “Even if bias, corruption, or misconduct could somehow be inferred from erroneous rulings in exceptional circumstances, there is nothing in the arbitrator’s rulings here that would give rise to any such inference.”  Order at 33.

Turning to the sanctions request, the Court explained that Ms. Southern’s allegations of “corruption, fraud and other misconduct” “were factually and legally untenable” and therefore violated the California Code of Civil Procedure.  Order at 35.  “Plaintiff’s counsel acted with reckless disregard for the truth and the law in making the accusations, which is clearly sanctionable conduct.”  Order at 35.  “Making such baseless accusations is uncivil behavior that undermines the dignity and integrity of this court’s proceedings.”  Order at 36.  The court sanctioned Caleb Liang, David Grimes, and LTL Attorneys LLP $2,500, jointly and severally.  Order at 36.

12/1/2023

Voluntary Dismissal with Prejudice

Following settlement of all claims, Southern dismisses her case against Johnson with prejudice. She takes nothing for her claims, and in fact owes him $584,119.